AER 20-F DEF-14A Report Dec. 31, 2023 | Alphaminr
ALPHAMINR

AER 20-F Report ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
Name: AerCap Holdings N.V. CIK: 1378789 Filing Type: 20-F/A Report Date: 2023-12-31 Download URL: https://www.sec.gov/Archives/edgar/data/1378789/000137878924000030/aer-20231231.htm
TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on The CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosureItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 16K. Cybersecurity Risk Management and GovernancePart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits

Exhibits

1.1 AerCap Holdings N.V. 2006 Equity Incentive Plan (including form of Stock Option Agreement) (filed as an exhibit to our Registration Statement on Form F-1, File No. 333-138381 and incorporated herein by reference) 2.1 AerCap HoldingsN.V. 2006 Equity Incentive Plan (including form of Stock Option Agreement) (filed as an exhibit to our Registration Statement on FormF-1, File No.333-138381 and incorporated herein by reference) 2.2 Amended and Restated Facility Agreement, dated as of December14, 2012, among the Banks and Financial Institutions named therein as ECA Lenders, Crdit Agricole Corporate and Investment Bank, as ECA Agent, National Agent, and Security Trustee, Citibank InternationalPLC, as ECA Agent and National Agent, Jetstream Aircraft Leasing Limited, as Principal Borrower, ALS 3 Limited and Airstream Aircraft Leasing Limited, as Borrowers, AerCap Ireland Limited and AerCap A330 Holdings Limited, as Principal AerCap Obligors, the companies named there in as Lessees and Lessee Parents, Citibank, N.A., as Administrative Agent, and AerCap Holdings,N.V. (filed as an exhibit to our Form20-F for the year ended December31, 2014 and incorporated herein by reference) 2.3 Deed of Amendment, dated as of April9, 2014, relating to the Amended and Restated Facility Agreement, dated as of December14, 2012, among the Banks and Financial Institutions named therein as ECA Lenders, Crdit Agricole Corporate and Investment Bank, as ECA Agent, National Agent, and Security Trustee, Citibank InternationalPLC, as ECA Agent and National Agent, Jetstream Aircraft Leasing Limited, as Principal Borrower, ALS 3 Limited and Airstream Aircraft Leasing Limited, as Borrowers, AerCap Ireland Limited and AerCap A330 Holdings Limited, as Principal AerCap Obligors, the companies named there in as Lessees and Lessee Parents, Citibank, N.A., as Administrative Agent, and AerCap Holdings,N.V. (filed as an exhibit to our Form20-F for the year ended December31, 2014 and incorporated herein by reference) 2.4 AerCap HoldingsN.V. 2012 Equity Incentive Plan (filed as an exhibit to our Registration Statement on FormS-8, File No.333-180323 and incorporated herein by reference) 2.5 Third Amended and Restated Credit Agreement, dated as of May10, 2013, among the Service Providers and Financial Institutions named therein, Credit Suisse AG, New York Branch, Deutsche Bank Trust Company Americas, AerFunding 1 Limited and AerCap Ireland Limited (filed as an exhibit to our Form20-F for the year ended December31, 2013 and incorporated herein by reference) 2.6 Seventh Amended and Restated Credit Agreement, dated as of February 25, 2022, among the Service Providers and Financial Institutions named therein, Credit Suisse AG, New York Branch, Deutsche Bank Trust Company Americas, AerFunding 1 Limited and AerCap Ireland Limited (filed as an exhibit to our Form 20-F for the year ended December 31, 2022 and incorporated herein by reference) 2.7 Fourth Amended and Restated Revolving Credit Agreement, dated as of February 15, 2023, among AerCap Holdings N.V., AerCap Ireland Capital Designated Activity Company, AerCap Ireland Limited, AerCap Global Aviation Trust, AerCap U.S. Global Aviation LLC, International Lease Finance Corporation, the lending institutions party thereto and Citibank, N.A., as administrative agent (filed as an exhibit to our Form 20-F for the year ended December 31, 2022 and incorporated herein by reference) 2.8 Revolving Credit Agreement, dated as of March 30, 2021, as amended by Amendment No. 1, dated as of February 15, 2023, among AerCap Holdings N.V., AerCap Ireland Capital Designated Activity Company, the subsidiary guarantors party thereto, the lending institutions party thereto and Citibank, N.A, as administrative agent (filed as an exhibit to our Form 20-F for the year ended December 31, 2022 and incorporated herein by reference) 2.9 Registration Rights Agreement, dated as of June9, 2015, between AerCap Global Aviation Trust, American International Group,Inc. and the Guarantors party thereto (filed as an exhibit to our Form20-F for the year ended December31, 2015 and incorporated herein by reference) 2.10 Indenture, dated as of May14, 2014, among AerCap Ireland Capital Limited, AerCap Global Aviation Trust, AerCap HoldingsN.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form20-F for the year ended December31, 2014 and incorporated herein by reference) 2.11 Fifth Supplemental Indenture, dated as of September29, 2014, to the Indenture, dated as of May14, 2014, by and among AerCap Ireland Capital Limited, AerCap Global Aviation Trust, AerCap HoldingsN.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form20-F for the year ended December31, 2014 and incorporated herein by reference) 2.12 Twelfth Supplemental Indenture, dated as of July 21, 2017, to the Indenture, dated as of May14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap HoldingsN.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form6-K on July 21, 2017 and incorporated herein by reference) 2.13 Thirteenth Supplemental Indenture, dated as of November 21, 2017, to the Indenture, dated as of May14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap HoldingsN.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form6-K on November 21, 2017 and incorporated herein by reference) 2.14 Fifteenth Supplemental Indenture, dated as of January23, 2018, to the Indenture, dated as of May14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap HoldingsN.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form6-K on January23, 2018 and incorporated herein by reference) 2.15 Sixteenth Supplemental Indenture, dated as of June 12, 2018, to the Indenture, dated as of May 14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form 6-K on June 12, 2018 and incorporated herein by reference) 2.16 Seventeenth Supplemental Indenture, dated as of August 21, 2018, to the Indenture, dated as of May 14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form 6-K on August 21, 2018 and incorporated herein by reference) 2.17 Nineteenth Supplemental Indenture, dated as of January 16, 2019, to the Indenture, dated as of May 14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form 6-K on January 16, 2019 and incorporated herein by reference) 2.18 Twentieth Supplemental Indenture, dated as of April 3, 2019, to the Indenture, dated as of May 14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form 6-K on April 4, 2019 and incorporated herein by reference) 2.19 Twenty-First Supplemental Indenture, dated as of August 14, 2019, to the Indenture, dated as of May 14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form 6-K on August 14, 2019 and incorporated herein by reference) 2.20 Twenty-Second Supplemental Indenture, dated as of June 8, 2020, to the Indenture, dated as of May 14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form 6-K on June 8, 2020 and incorporated herein by reference) 2.21 Twenty-Third Supplemental Indenture, dated as of July 2, 2020, to the Indenture, dated as of May 14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form 6-K on July 2, 2020 and incorporated herein by reference) 2.22 Twenty-Fourth Supplemental Indenture, dated as of September 25, 2020, to the Indenture, dated as of May 14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form 6-K on September 28, 2020 and incorporated herein by reference) 2.23 Twenty-Fifth Supplemental Indenture, dated as of September 25, 2020, to the Indenture, dated as of May 14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form 6-K on September 28, 2020 and incorporated herein by reference) 2.24 Twenty-Sixth Supplemental Indenture, dated as of January 13, 2021, to the Indenture, dated as of May 14, 2014, by and among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form 6-K on January 13, 2021 and incorporated herein by reference) 2.25 Indenture, dated as of October 1, 2019, among AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Registration Statement No. 333-234028 and incorporated herein by reference) 2.26 First Supplemental Indenture, dated as of October 10, 2019, to the Indenture, dated as of October 1, 2019, among AerCap Holdings N.V., the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as an exhibit to our Form 6-K on October 10, 2019 and incorporated herein by reference) 2.27 Indenture, dated as of October 29, 2021, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as an exhibit to our Form 6-K on October 29, 2021 and incorporated herein by reference) 2.28 First Supplemental Indenture relating to the Fixed Rate Notes, dated as of October 29, 2021, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as an exhibit to our Form 6-K on October 29, 2021 and incorporated herein by reference) 2.29 Second Supplemental Indenture relating to the Floating Rate Notes, dated as of October 29, 2021, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as an exhibit to our Form 6-K on October 29, 2021 and incorporated herein by reference) 2.30 Third Supplemental Indenture relating to the 1.899% Senior Notes due 2025, dated as of November 1, 2021, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as an exhibit to our Form 6-K on November 1, 2021 and incorporated herein by reference) 2.31 Fourth Supplemental Indenture relating to the 5.750% Senior Notes due 2028, dated as of June 6, 2023, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as an exhibit to our Form 6-K on June 6, 2023 and incorporated herein by reference) 2.32 Fifth Supplemental Indenture relating to the 6.100% Senior Notes due 2027 and the 6.150% Senior Notes due 2030, dated as of September 25, 2023, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as an exhibit to our Form 6-K on September 25, 2023 and incorporated herein by reference) 2.33 Sixth Supplemental Indenture relating to the 6.450% Senior Notes due 2027, dated as of November 22, 2023, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as an exhibit to our Form 6-K on November 22, 2023 and incorporated herein by reference) 2.34 Seventh Supplemental Indenture relating to the 5.100% Senior Notes due 2029 and the 5.300% Senior Notes due 2034, dated as of January 11, 2024, among AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as an exhibit to our Form 6-K on January 11, 2024 and incorporated herein by reference) 2.35 Junior Subordinated Indenture, dated as of December 21, 2005, by and between ILFC and Deutsche Bank Trust Company Americas, as Trustee (filed as an exhibit to the ILFC Form 8-K filed on July 26, 2013 and incorporated herein by reference) 2.36 First Supplemental Indenture, dated as of July 25, 2013, to the Junior Subordinated Indenture, dated as of December 21, 2005, by and between ILFC and Deutsche Bank Trust Company Americas, as Trustee (filed as an exhibit to the ILFC Form 8-K filed on July 26, 2013 and incorporated herein by reference) 2.37 Second Supplemental Indenture, dated as of July 25, 2013, to the Junior Subordinated Indenture, dated as of December 21, 2005, by and between ILFC and Deutsche Bank Trust Company Americas, as Trustee (filed as an exhibit to the ILFC Form 8-K filed on July 26, 2013 and incorporated herein by reference) 2.38 Third Supplemental Indenture, dated as of May 14, 2014, to the Junior Subordinated Indenture, dated as of December 21, 2005, by and between ILFC, AerCap Global Aviation Trust and Deutsche Bank Trust Company Americas, as Trustee (filed as an exhibit to the ILFC Form 8-K filed on May 15, 2014 and incorporated herein by reference) 2.39 Amended and Restated 5.90% Junior Subordinated Debenture due 2065 (filed as an exhibit to the ILFC Form8-K filed on July26, 2013 and incorporated herein by reference) 2.40 Amended and Restated 6.25% Junior Subordinated Debenture due 2065 (filed as an exhibit to the ILFC Form8-K filed on July26, 2013 and incorporated herein by reference) 2.41 Term Loan Credit Agreement, dated as of November 5, 2021, among Setanta Aircraft Leasing DAC, as borrower, Aercap Holdings N.V., Aercap Ireland Limited, Setanta Aviation Holdings Limited, Culann Aircraft Leasing Limited, Dagda Aircraft Leasing Limited, the Owner Subsidiaries identified therein and the Intermediate Lessees identified therein, as Obligors, the lenders identified therein, and Citibank N.A., as administrative agent and collateral agent (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (filed as an exhibit to our Form 20-F for the year ended December 31, 2021 and incorporated herein by reference) 2.42 Term Loan Security Agreement, dated as of November 5, 2021, among Setanta Aircraft Leasing Designated Activity Company, Setanta Aviation Holdings Limited, Culann Aircraft Leasing Limited, Dagda Aircraft Leasing Limited, and the additional grantors referred to therein as grantors, and Citibank, N.A., as collateral agent) (filed as an exhibit to our Form 20-F for the year ended December 31, 2021 and incorporated herein by reference) 2.43 AerCap HoldingsN.V. 2014 Equity Incentive Plan (filed as an exhibit to our Registration Statement on FormS-8, File No.333-194638 and incorporated herein by reference) 2.45 Description of Certain Registrant Securities 4.1 Aircraft Purchase Agreement, dated as of December30, 2005, between AirbusS.A.S. and AerVenture Limited (filed as an exhibit to our Registration Statement on FormF-1, File No.333-138381 and incorporated herein by reference) 4.2 Agreement and Plan of Amalgamation, dated as of September17, 2009, among AerCap HoldingsN.V., Genesis Lease Limited and AerCap International Bermuda Limited (filed as an exhibit to our Form6-K on September18, 2009 and incorporated herein by reference) 4.3 Framework Deed, dated as of May28, 2013, between AerCap HoldingsN.V. and LATAM Airlines GroupS.A. (portions of which have been omitted pursuant to a request for confidential treatment) (filed as an exhibit to our Form20-F for the year ended December31, 2013 and incorporated herein by reference) 4.4 Share Repurchase Agreement, dated as of June1, 2015, among AIG Capital Corporation, American International Group,Inc., the guarantors named therein, AerCap HoldingsN.V. and AerCap Global Aviation Trust (filed as an exhibit to American International Group,Inc.s Form8-K on June4, 2015 and incorporated herein by reference) 4.5 Transaction Agreement, dated as of March 9, 2021, by and among GE Ireland USD Holdings ULC, GE Financial Holdings ULC, GE Capital US Holdings, Inc., General Electric Company, AerCap Holdings N.V., AerCap US Aviation LLC and AerCap Aviation Leasing Limited (filed as an exhibit to our Form 6-K on March 12, 2021 and incorporated herein by reference) 4.6 Amendment No. 1 to Transaction Agreement, dated as of November 1, 2021, by and among GE Ireland USD Holdings ULC, GE Financial Holdings ULC, GE Capital US Holdings, GE, the Issuer, AerCap US Aviation LLC, AerCap Ireland Capital DAC and AerCap Aviation Leasing Limited (incorporated by reference to Exhibit 4 to Schedule 13D (File No005-82221) filed by AerCap Holdings N.V. with the Securities and Exchange Commission on November 10, 2021) 4.7 Shareholders Agreement, dated as of November 1, 2021, by and between the Issuer, GE Capital US Holdings and GE (incorporated by reference to Exhibit 4 to Schedule 13D (File No 005-82221) filed by AerCap Holdings N.V. with the Securities and Exchange Commission on November 10, 2021) 4.8 Registration Rights Agreement, dated as of November 1, 2021, by and between the Issuer and GE (incorporated by reference to Exhibit 4 to Schedule 13D (File No005-82221) filed by AerCap Holdings N.V. with the Securities and Exchange Commission on November 10, 2021) 4.9 Noteholder Agreement, dated as of November 1, 2021, by and between the Issuer, AerCap Ireland Capital Designated Activity Company, AerCap Global Aviation Trust, AerCap Aviation Solutions B.V., AerCap Ireland Limited, AerCap U.S. Global Aviation LLC, International Lease Finance Corporation and GE Capital US Holdings (incorporated by reference to Exhibit 4 to Schedule 13D (File No 005-82221) filed by AerCap Holdings N.V. with the Securities and Exchange Commission on November 10, 2021) 8.1 List of Subsidiaries of AerCap HoldingsN.V. 10.1 AerCap Holdings N.V. Incentive Compensation Recovery Policy 12.1 Certification of the Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 12.2 Certification of the Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 13.1 Certification pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 15.1 Consent of KPMG, an independent registered public accounting firm 17.1 Subsidiary Issuers of Registered Guaranteed Securities