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AerCap Holdings N.V.

AerCap Holdings N.V.AER财报

NYSE · 工业 · 其他设备租赁

AerCap Holdings N.V. is an Irish-American aviation leasing company headquartered in Dublin, Ireland, with offices around the world. AerCap is listed on the NYSE with the ticker 'AER'. It became the largest aviation leasing company in the world following the acquisition of ILFC in 2014, and GECAS from GE in 2021, for over $30 billion.

What changed in AerCap Holdings N.V.'s 20-F — 2021 vs 2022

Top changes in AerCap Holdings N.V.'s 2022 20-F

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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The airline industry also has come under increased scrutiny by the press, the public and investors regarding the impact of air travel on the environment, including emissions to the air, discharges to surface and subsurface waters, safe drinking water, aircraft noise, the management of hazardous substances, oils and waste materials and other environmental impacts related to aircraft operations.
The airline industry has also come under increased scrutiny by the press, the public and investors regarding the impact of air travel on the environment, including emissions to the air, discharges to surface and subsurface waters, safe drinking water, aircraft noise, the management of hazardous substances, oils and waste materials and other environmental impacts related to aircraft operations.
The determination as to whether a foreign corporation is a PFIC is a complex determination based on all of the relevant facts and circumstances and depends on the classification of various assets and income under PFIC rules.
The determination as to whether a foreign corporation is a PFIC is a complex determination based on all of the relevant facts and circumstances and depends on the classification of various assets and income under the PFIC rules.
The nature of our activities may be such that our subsidiaries may not continue to qualify for the benefits under income tax treaties with the United States and that may not otherwise qualify for treaty benefits.
The nature of our activities may be such that our subsidiaries may not continue to qualify for the benefits under income tax treaties with the United States and may not otherwise qualify for treaty benefits.
Factors that may contribute to impairment charges include, but are not limited to, unfavorable airline industry trends affecting the residual values of certain flight equipment types, high fuel prices and development of more fuel-efficient aircraft shortening the useful lives of certain aircraft, management’s expectations that certain flight equipment are more likely than not to be parted-out or otherwise disposed of sooner than their expected life, and new technological developments.
Factors that may contribute to impairment charges include, but are not limited to, unfavorable airline industry trends affecting the residual values of certain flight equipment types, high fuel prices and development of more fuel-efficient aircraft shortening the useful lives of certain aircraft, management’s expectations that certain flight equipment is more likely than not to be parted-out or otherwise disposed of sooner than their expected life, and new technological developments.
We may also face reputational damage in the event our corporate responsibility initiatives or objectives, including with respect to greenhouse gas emissions, do not meet the standards set by our investors, shareholders, lawmakers or other constituencies, or if we are unable to achieve an acceptable ESG or sustainability rating from third party rating services.
We may also face reputational damage in the event our corporate responsibility initiatives or objectives, including with respect to greenhouse gas emissions, do not meet the standards set by our lenders, investors, shareholders, lawmakers or other constituencies, or if we are unable to achieve an acceptable ESG or sustainability rating from third party rating services.
Public ESG and sustainability reporting is becoming more broadly expected by investors, shareholders and other third parties. Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed, and others may in the future develop, scores and ratings to evaluate companies and investment funds based upon ESG or “sustainability” metrics.
Public ESG and sustainability reporting is becoming more broadly expected by lenders, investors, shareholders and other third parties. Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed, and others may in the future develop, scores and ratings to evaluate companies and investment funds based upon ESG or “sustainability” metrics.
In addition, in recent years, several airlines and other customers, including several of our lessees, have filed for protection under their local bankruptcy and insolvency laws, and certain airlines and other customers have gone into liquidation, and the impact of the Covid-19 pandemic on air travel has caused an increase in the number of airlines and other customers filing for such protection.
In addition, in recent years, several airlines and other customers, including several of our lessees, have filed for protection under their local bankruptcy and insolvency laws, and certain airlines and other customers have gone into liquidation, and the impact of the Covid-19 pandemic on air travel caused an increase in the number of airlines and other customers filing for such protection.
Cash flows supporting carrying values of older flight equipment are more dependent upon current lease contracts. In addition, we believe that residual values of older flight equipment are more exposed to non-recoverable declines in value in the current economic environment. 21 If economic conditions deteriorate, we may be required to recognize impairment losses.
Cash flows supporting carrying values of older flight equipment are more dependent upon current lease contracts. In addition, we believe that residual values of older flight equipment are more exposed to non-recoverable declines in value in the current economic environment. If economic conditions deteriorate, we may be required to recognize impairment losses.
The OECD announced an initiative on January 29, 2019, to create an international consensus on new rules (referred to as “BEPS 2.0”) for the framework governing international taxation, which was supported by the publication of the Pillar One and Pillar Two Blueprint Reports on October 12, 2020.
On January 29, 2019, the OECD announced an initiative , to create an international consensus on new rules (referred to as “BEPS 2.0”) for the framework governing international taxation, which was supported by the publication of the Pillar One and Pillar Two Blueprint Reports (the “Blueprints”) on October 12, 2020.
For these and other reasons, our financial results may be materially and adversely affected by economic and political developments in emerging market countries. Existing and future litigation against us could materially and adversely affect our business, financial position, liquidity or results of operations.
For these and other reasons, our financial results may be materially and adversely affected by economic and political developments in emerging market countries. 10 Existing and future litigation against us could materially and adversely affect our business, financial position, liquidity or results of operations.
In addition, the imposition of more stringent regulation on air travel, including travel restrictions imposed in reaction to the Covid-19 pandemic, may adversely impact the profitability of air travel and reduce demand for our aircraft and engines.
In addition, the imposition of more stringent regulation on air travel, including remaining travel restrictions imposed in reaction to the Covid-19 pandemic, may adversely impact the profitability of air travel and reduce demand for our aircraft and engines.
We may become subject to income or other taxes in jurisdictions which would adversely affect our financial results. We and our subsidiaries are subject to the income tax laws of Ireland, the Netherlands, the United States and other jurisdictions in which our subsidiaries are incorporated or based.
We may become subject to income or other taxes in jurisdictions which would adversely affect our financial results. We and our subsidiaries are subject to the income tax laws of Ireland, the United States and other jurisdictions in which our subsidiaries are incorporated or based.
For example, predominantly as a result of the Ukraine Conflict and resulting sanctions imposed by various governments on Russia, in early 2022 oil prices rose to their highest levels since 2008. Due to the competitive nature of the aviation industry, operators may be unable to increase airfares in a manner that fully offsets increases in fuel costs.
For example, predominantly as a result of the Ukraine Conflict and resulting sanctions imposed by various governments on Russia, in 2022 oil prices and jet fuel prices rose to their highest levels since 2008. Due to the competitive nature of the aviation industry, operators may be unable to increase airfares in a manner that fully offsets increases in fuel costs.
These new aircraft types, and potential variants of these types, may reduce the desirability of, and have an adverse effect on residual value and future lease rates of, older aircraft types and variants.
These new technology aircraft types, and potential variants of these types, may reduce the desirability of, and have an adverse effect on residual value and future lease rates of, older aircraft types and variants.
Limitations on emissions such as ETS and CORSIA could favor younger, more fuel-efficient aircraft since they generally produce lower levels of emissions per passenger, which could adversely affect our ability to re-lease or otherwise dispose of less efficient aircraft on a timely basis, on favorable terms, or at all.
Limitations on emissions, such as those under ETS and CORSIA, could favor younger, more fuel-efficient aircraft since they generally produce lower levels of emissions per passenger, which could adversely affect our ability to re-lease or otherwise dispose of less efficient aircraft on a timely basis, on favorable terms, or at all.
Upon acquiring flight equipment, we may not be able to enter into leases that generate sufficient cash flow to justify the cost of purchase. When our leases expire or our flight equipment are returned prior to the date contemplated in the lease, we bear the risk of re-leasing, selling or parting-out the asset.
Upon acquiring flight equipment, we may not be able to enter into leases that generate sufficient cash flow to justify the cost of purchase. When our leases expire or our flight equipment is returned prior to the date contemplated in the lease, we bear the risk of re-leasing, selling or parting-out the asset.
For these and other reasons, our financial results may be materially and adversely affected by the occurrence of such events. 8 The effects of terrorist attacks, war or armed hostilities may adversely affect the financial condition of the airline industry and our lessees’ ability to meet their lease payment obligations to us.
For these and other reasons, our financial results may be materially and adversely affected by the occurrence of such events. 14 The effects of terrorist attacks, war or armed hostilities may adversely affect the financial condition of the airline industry and our lessees’ ability to meet their lease payment obligations to us.
A cyberattack that bypasses our IT security systems or the IT security systems of our third-party providers, causing an IT security breach, could lead to a material disruption of our IT systems or the IT systems of our third-party providers, as applicable, and adversely impact our daily operations and cause the loss of sensitive information, including our own proprietary information and that of our customers, suppliers and employees.
A cyberattack, including ransomware attack, that bypasses our IT security systems or the IT security systems of our third-party providers, causing an IT security breach, could lead to a material disruption of our IT systems or the IT systems of our third-party providers, as applicable, and adversely impact our daily operations and cause the loss of sensitive information, including our own proprietary information and that of our customers, suppliers and employees.
Damage or interruption to these IT systems may require a significant investment to fix or replace them, and we may suffer interruptions in our operations in the interim. In addition, we are currently pursuing a number of IT-related projects that will require ongoing IT-related development and conversion of existing systems.
Damage or interruption to these IT systems may require a significant investment to fix or replace them, and we may suffer interruptions in our operations in the interim. In addition, we are currently pursuing a number of IT-related projects that will require ongoing IT-related development, conversion of existing systems and the rollout of new systems.
Operating and Financial Review and Prospects—Critical accounting policies and estimates—Impairment charges” for a detailed description of our impairment policy.
Operating and Financial Review and Prospects—Critical accounting estimates—Impairment charges” for a detailed description of our impairment policy.
If we increase our total indebtedness, our debt service obligations will increase, and we will become more exposed to the risks arising from our substantial level of indebtedness. 11 Our level of indebtedness, which requires significant debt service payments, could adversely impact our operating flexibility and financial results.
If we increase our total indebtedness, our debt service obligations will increase, and we will become more exposed to the risks arising from our substantial level of indebtedness. 6 Our level of indebtedness, which requires significant debt service payments, could adversely impact our operating flexibility and financial results.
In addition, growing demand to transition to lower-carbon technologies, such as so-called sustainable aviation fuels that may be developed over time, may increase our costs or reduce demand for our aircraft or engines or airline travel more generally. Corporate responsibility, specifically related to environmental, social and governance (“ESG”) matters, may impose additional costs and expose us to new risks.
In addition, growing demand to transition to lower-carbon technologies, such as sustainable aviation fuels that may be developed over time, may increase our costs or reduce demand for our aircraft or engines or airline travel more generally. 12 Corporate responsibility, specifically related to environmental, social and governance (“ESG”) matters, may impose additional costs and expose us to new risks.
For example, the Covid-19 pandemic has significantly affected passenger air travel worldwide, and the extent, duration and severity of the pandemic and the rate of recovery in air travel, the aviation industry and global economic conditions will impact demand for our aircraft.
For example, the Covid-19 pandemic significantly affected passenger air travel worldwide, and the extent, duration and severity of the pandemic and the continued rate of recovery in air travel, the aviation industry and global economic conditions will impact demand for our aircraft.
In addition to general economic and market conditions, airlines are affected by overall changes in passenger and air cargo demand, the price and availability of jet fuel, labor difficulties and costs, the availability of financial or other governmental support and governmental regulation and associated fees, including travel restrictions, restrictions on carbon emissions, environmental regulations and fly-over restrictions.
In addition to general economic and market conditions, airlines are affected by overall changes in passenger and air cargo demand, the price and availability of jet fuel, labor difficulties and costs, currency exchange rates, the availability of financial or other governmental support and governmental regulation and associated fees, including travel restrictions, restrictions on carbon emissions, environmental regulations and fly-over restrictions.
Violations of such laws and regulations may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could materially and adversely affect our financial results. The General Data Protection Regulation (“GDPR”), which became law in the EU on May 25, 2018, regulates the ways in which businesses process personal data in Europe.
Violations of such laws and regulations may result in severe criminal or civil penalties, and we may be subject to other liabilities, which could materially and adversely affect our financial results. 11 The General Data Protection Regulation (“GDPR”), which became law in the EU on May 25, 2018, regulates the ways in which businesses process personal data in Europe.
Risks related to our relationship with our lessees • We have limited control over the operation of our flight equipment while they are under lease and we depend on our lessees to properly maintain and insure our flight equipment, which may expose us to additional and unexpected costs. • If our lessees encounter financial difficulties and we restructure or terminate our leases, our ability to re-lease flight equipment on favorable lease terms, collect outstanding amounts due to us, and repossess flight equipment under defaulted leases may be limited and require us to incur additional costs and expenses.
Risks related to our relationship with our lessees • We have limited control over the operation of our flight equipment while it is under lease and we depend on our lessees to properly maintain and insure our flight equipment, which may expose us to additional and unexpected costs. • If our lessees encounter financial difficulties and we restructure or terminate our leases, our ability to re-lease flight equipment on favorable lease terms, collect outstanding amounts due to us, and repossess flight equipment under defaulted leases may be limited and require us to incur additional costs and expenses.
In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with the company to improve ESG disclosure or performance and may also make voting decisions, or take other actions, to hold these companies and their boards of directors accountable.
Moreover, investors, particularly institutional investors, use these scores to benchmark companies against their peers, and if a company is perceived as lagging, these investors may engage with the company to improve ESG disclosure or performance and may also make voting decisions, or take other actions, to hold these companies and their boards of directors accountable.
Risks related to the geopolitical, regulatory and legal exposure of our business • We are exposed to geopolitical, economic and legal risks associated with the international operations of our business and those of our lessees, including many of the economic and political risks associated with emerging markets.
Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of our business • We are exposed to geopolitical, economic and legal risks associated with the international operations of our business and those of our lessees, including many of the economic and political risks associated with emerging markets.
(“Embraer”) have launched several new aircraft types in recent years, including the Boeing 787 Family, the Boeing 737 MAX Family, the Boeing 777X, the Airbus A320neo Family, the Airbus A330neo Family, the Airbus A350 Family, the Airbus A220 Family and the Embraer E-Jet E2 Family.
(“Embraer”) have launched several new technology aircraft types in recent years, including the Boeing 787 Family, the Boeing 737 MAX Family, the Airbus A320neo Family, the Airbus A330neo Family, the Airbus A350 Family, the Airbus A220 Family and the Embraer E-Jet E2 Family.
Ongoing focus on corporate responsibility matters by investors and other parties as described above may impose additional costs or expose us to new risks.
Ongoing focus on corporate responsibility matters by lenders, investors, lawmakers and other parties as described above may impose additional costs or expose us to new risks.
Risks related to information technology A cyberattack could lead to a material disruption of our IT systems or the IT systems of our third-party providers and the loss of business information, which may hinder our ability to conduct our business effectively and may result in lost revenues and additional costs.
Risks related to information technology A cyberattack, including ransomware attack, could lead to a material disruption of our IT systems or the IT systems of our third-party providers and the loss of business information, which may hinder our ability to conduct our business effectively and may result in lost revenues and additional costs.
If our lessees fail to meet their obligations to pay supplemental maintenance rents or EOL compensation, fail to perform required scheduled maintenance, fail to obtain and maintain insurance coverage for losses to which they are exposed, or if we are required to incur unexpected costs associated with any of the above, our financial results may be materially and adversely affected.
If our lessees fail to meet their obligations to pay supplemental maintenance rents or end-of-lease (“EOL”) compensation, fail to perform required scheduled maintenance, fail to obtain and maintain insurance coverage for losses to which they are exposed, or if we are required to incur unexpected costs associated with any of the above, our financial results may be materially and adversely affected.
During the year ended December 31, 2021, approximately 1.2% of our basic lease rents from flight equipment under operating leases was attributable to leases with lease rates tied to floating interest rates and approximately 98.8% was derived from leases with fixed lease rates.
During the year ended December 31, 2022, 98.2% of our basic lease rents from flight equipment under operating leases was attributable to leases with fixed lease rates and 1.8% was derived from leases with lease rates tied to floating interest rates.
Risks related to competition and the aviation industry • We face significant competition and our business may be adversely affected if market participants change as a result of restructuring or bankruptcies, mergers and acquisitions, or new entities entering or exiting the industry, or if existing competitors enter into new or different market segments. • We rely on a small number of manufacturers for the supply of commercial flight equipment, and any disruption in these manufacturers’ operating abilities may cause us to experience delivery delays on our flight equipment orders.
Risks related to competition and the aviation industry • We face significant competition and our business may be adversely affected if market participants change as a result of restructuring or bankruptcies, mergers and acquisitions, or new entities entering or exiting the industry, or if existing competitors enter into new or different market segments. • We rely on a small number of manufacturers for the supply of commercial flight equipment, and any disruption in these manufacturers’ operating abilities, including as a result of supply chain issues, has caused us to experience delays, and may cause us to experience further delays, on the delivery of our flight equipment orders.
We are party to certain debt instruments, derivative contracts and leases that use benchmark rates, such as LIBOR, which will require us to transition these instruments, contracts and leases to alternative reference rates in the event of their discontinuation.
We are party to certain debt instruments, derivative contracts and leases that use benchmark rates, such as LIBOR, which requires us to transition these instruments, contracts and leases to alternative reference rates in the event of their discontinuation.
Additionally, a substantial portion of our owned aircraft are held through SPEs or finance structures that finance or refinance the aircraft through funding agreements that place restrictions on distributions of funds to us. Agreements governing certain of our indebtedness also contain financial covenants, including requirements that we comply with certain loan-to-value, interest coverage and leverage ratios.
Additionally, a substantial portion of our owned aircraft are held through Special Purpose Entities (“SPEs”) or finance structures that finance or refinance the aircraft through funding agreements that place restrictions on distributions of funds to us. Agreements governing certain of our indebtedness also contain financial covenants, including requirements that we comply with certain loan-to-value, interest coverage and leverage ratios.
Parts of our business depend on the secure operation of our information technology, or IT, systems and the IT systems of our third-party providers to manage, process, store and transmit information associated with aviation leasing.
Our business depends on the secure operation of our information technology, or IT, systems and the IT systems of our third-party providers to manage, process, store and transmit information associated with aviation leasing.
We were incorporated under the laws of the Netherlands and, as such, the rights of holders of our ordinary shares and the civil liability of our directors will be governed by the laws of the Netherlands and our articles of association.
We were incorporated under the laws of the Netherlands and, as such, the rights of holders of our ordinary shares and the civil liability of our directors are governed by the laws of the Netherlands and our articles of association.
Recent and future political developments, including trade or other disputes between the U.S. and China, and other evolving policies pursued in Europe, could result in increased and unexpected regulations on trade, which could adversely impact the results of our operations.
Recent and future political developments, including trade and other disputes between the United States and China, and other evolving policies pursued in Europe, could result in increased and unexpected regulations on trade, which could adversely impact the results of our operations.
For example, the Ukraine Conflict, the situation in Syria, Venezuela and Ethiopia, the Israeli/Palestinian conflict, tension over the nuclear programs of North Korea and Iran, political instability in the Middle East and North Africa, tensions and potential conflict between mainland China and Taiwan, the territorial disputes between Japan and China and the tensions in the South China Sea could lead to further instability in these regions and negative impacts on our lessees’ businesses and our results of operations.
For example, escalation or the continuation of the Ukraine Conflict or other hostilities in that region, the situation in Syria, Venezuela and Ethiopia, the Israeli/Palestinian conflict, tension over the nuclear programs of North Korea and Iran, political instability in the Middle East and North Africa, tensions and potential conflict between mainland China and Taiwan, tensions between China and the United States, the territorial disputes between Japan and China and the tensions in the South China Sea could lead to further instability in these regions and negative impacts on our lessees’ businesses and our results of operations.
Terrorist attacks and the threat of terrorist attacks, war or armed hostilities, or the fear of such events, have historically had a negative impact on the aviation industry and could result in: • higher costs to the airlines due to the increased security measures; • decreased passenger and air cargo demand and revenue; • the imposition of “no-fly zone” or other restrictions on commercial airline traffic in certain regions, including the recent landing and overflight restrictions on Russian airlines in response to the Russian invasion of Ukraine and corresponding restrictions on airlines in the European Union, United States and other jurisdictions imposed by Russia; • 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 premiums or reduced coverage amounts for aviation insurance coverage for future claims caused by acts of war, terrorism, sabotage, hijacking and other similar perils, which may be insufficient to comply with the current requirements of aircraft lenders and lessors or applicable government regulations, or the unavailability of certain types of insurance; • reliance by aircraft lenders or lessors on government programs for specified types of aviation insurance, which may not be available at the relevant time or under which governments may not pay in a timely fashion; • 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.
Terrorist attacks and the threat of terrorist attacks, war or armed hostilities, or the fear of such events, have historically had a negative impact on the aviation industry and could result in: • higher costs to the airlines due to the increased security measures; • decreased passenger and air cargo demand and revenue; • 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 premiums or reduced coverage amounts for aviation insurance coverage for future claims caused by acts of war, terrorism, sabotage, hijacking and other similar perils, which may be insufficient to comply with the current requirements of aircraft lenders and lessors or applicable government regulations, or the unavailability or cancellation of certain types of insurance, as generally evidenced by the change in the war insurance market, and by the imposition by insurers of new geographical limits and restrictions on airlines’ policies; • reliance by aircraft lenders or lessors on government programs for specified types of aviation insurance, which may not be available at the relevant time or under which governments may not pay in a timely fashion; • 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.
The financial instability of an aircraft or engine manufacturer could impact delivery of our aircraft on order and negatively affect our cash flow and results of operations. The supply of commercial aircraft is dominated by Airbus and Boeing and a limited number of engine manufacturers.
The financial instability of, or manufacturing delays suffered by, an aircraft or engine manufacturer could impact delivery of our aircraft and engines on order and negatively affect our cash flow and results of operations. The supply of commercial aircraft is dominated by Airbus and Boeing and there are a limited number of engine manufacturers.
Additionally, if our lessees fail to maintain adequate insurance coverage, default in their indemnification or insurance obligations to us, or are exposed losses for which they do not have coverage, we could face increased costs from pursuing corrective action or face reductions in insurance proceeds that would otherwise be payable to us in the case of loss.
Additionally, if our lessees are unable to procure, or fail to maintain, adequate insurance coverage, default in their indemnification or insurance obligations to us, or are exposed to losses for which they do not have coverage, our lessees’ operations may be curtailed or halted, and we could face increased costs from pursuing corrective action or face reductions in, or the absence of, insurance proceeds that would otherwise be payable to us in the case of loss.
Although current emissions control laws generally apply to newer engines, new laws could be passed in the future that also impose limits on older engines, thereby subjecting our older engines to existing or new emissions limitations or indirect taxation.
Although current emissions control laws generally apply to newer engines, new laws could be passed in the future that also impose limits on older engines, thereby subjecting our older engines to existing or new emissions limitations or indirect taxation. These limits may also impact growth levels in air travel.
Such geopolitical instability and uncertainty could have a negative impact on our ability to lease aircraft, engines and helicopters, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could materially and adversely affect our business. 10 Risks relating to our funding and liquidity We require significant capital to fund our business.
Such geopolitical instability and uncertainty could have a negative impact on our ability to lease aircraft, engines and helicopters, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could materially and adversely affect our business.
Risks related to disease, natural disasters, terrorist attacks and other world events • The Covid-19 pandemic may continue to have a material and adverse impact on the aviation industry and our business. • Global or regional public health developments, extreme weather or natural disasters or other force majeure events may adversely affect the demand for air travel, the financial condition of our lessees and the aviation industry more broadly, and ultimately our financial condition, results and cash flows. • The effects of terrorist attacks and the threat of terrorist attacks, war or armed hostilities may adversely affect the financial condition of the airline industry. • We expect the Russian invasion of Ukraine and the impact of resulting sanctions by the United States, the European Union, the United Kingdom and other countries to adversely affect our business and financial condition, results and cash flows.
Risks related to disease, natural disasters, terrorist attacks and other world events • The Covid-19 pandemic may continue to have a material and adverse impact on the aviation industry and our business. • Global or regional public health developments, extreme weather or natural disasters or other force majeure events may adversely affect the demand for air travel, the financial condition of our lessees and the aviation industry more broadly, and ultimately our financial condition, results and cash flows. • The effects of terrorist attacks and the threat of terrorist attacks, war or armed hostilities may adversely affect the financial condition of the airline industry.
A decrease in interest rates would cause a decrease in our lease revenue from leases with lease rates tied to floating interest rates. We could also experience reduced lease revenue from our fixed rate leases if interest rates decrease because these are based, in part, on prevailing interest rates at the time we enter into the lease.
We could also experience reduced lease revenue from our fixed rate leases if interest rates decrease because these are based, in part, on prevailing interest rates at the time we enter into the lease.
The continued application of the 12.5% tax rate to trading income generated in our Irish tax resident group companies and the ability to carry forward Irish tax losses to offset future taxable trading income depends in part on the extent and nature of activities carried on in Ireland, both in the past and in the future.
The continued application of the 12.5% tax rate to trading income generated in our Irish tax resident group companies and the ability to carry forward Irish tax losses to offset future taxable trading income depends in part on the extent and nature of activities carried on in Ireland, both in the past and in the future. 23 The EU Anti-tax Avoidance proposals may impact our effective rate of tax in future periods.
As of December 31, 2021, 469 of our owned aircraft under operating leases were 15 years of age or older. These aircraft represented approximately 13% of our total flight equipment and lease-related assets and liabilities as of December 31, 2021. Please refer to “Item 5.
As of December 31, 2022, 389 of our owned passenger aircraft under operating leases were 15 years of age or older. These aircraft represented 9% of our total flight equipment and lease-related assets and liabilities as of December 31, 2022. Please refer to “Item 5.
The aviation leasing industry is highly competitive. Our competitors are primarily other major aircraft leasing companies, but we may also encounter competition from emerging aircraft leasing companies that we do not currently consider our main competitors.
Our competitors are primarily other major aircraft leasing companies, but we may also encounter competition from emerging aircraft leasing companies that we do not currently consider our main competitors.
Some lessees encountering financial difficulties may seek a reduction in their lease rates or other concessions, such as a deferral of their obligations to make rent or supplemental maintenance rent payments or a decrease in their contribution toward maintenance obligations.
At any point in time, our lessees may be significantly in arrears. Some lessees encountering financial difficulties may seek a reduction in their lease rates or other concessions, such as a deferral of their obligations to make rent or supplemental maintenance rent payments or a decrease in their contribution toward maintenance obligations.
As of December 31, 2021, we had approximately $10.6 billion of undrawn lines of credit available under our revolving credit and term loan facilities and other available secured debt, subject to certain conditions, including compliance with certain financial covenants.
As of December 31, 2022, we had $10.7 billion of undrawn lines of credit available under our revolving credit and term loan facilities, subject to certain conditions, including compliance with certain financial covenants.
Any material interruptions or failures in our IT systems may have a material adverse effect on our business or results of operations. 22 Risks related to our structure and taxation We are a public limited liability company incorporated in the Netherlands (“naamloze vennootschap” or “N.V.”) and it may be difficult to obtain or enforce judgments against us or our executive officers, some of our directors and some of our named experts in the United States.
Risks related to our structure and taxation We are a public limited liability company incorporated in the Netherlands (“naamloze vennootschap” or “N.V.”) and it may be difficult to obtain or enforce judgments against us or our executive officers, some of our directors and some of our named experts in the United States.
We also require many of our lessees to pay us supplemental maintenance rents. Nevertheless, because we still own and hold title to the flight equipment we could be exposed to costs resulting from a lessee’s failure to properly maintain an asset under lease or be held liable for losses resulting from its operation while under lease.
Nevertheless, because we still own and hold title to the flight equipment we could be exposed to costs resulting from a lessee’s failure to properly maintain an asset under lease or be held liable for losses resulting from its operation while under lease.
If there are manufacturing delays for aircraft for which we have made future lease commitments, some or all of our affected lessees could elect to terminate their lease arrangements with respect to such delayed aircraft. Any such termination could negatively affect our cash flow and results of operations.
If there are manufacturing delays for new aircraft for which we have made future lease commitments, some or all of our affected lessees could elect to terminate their lease arrangements with respect to such delayed aircraft.
We may fail to qualify for benefits under one or more tax treaties. We do not expect that our subsidiaries located outside of the United States will have any material U.S. federal income tax liability by reason of activities we carry out in the United States and the lease of assets to lessees that operate in the United States.
We do not expect that our subsidiaries located outside of the United States will have any material U.S. federal income tax liability by reason of activities we carry out in the United States and the leasing of assets to lessees that operate in the United States.
The principal amount of our outstanding indebtedness, which excludes debt issuance costs, debt discounts and debt premium of $344 million, was $50.5 billion as of December 31, 2021, (approximately 68% of our total assets as of December 31, 2021), and our interest payments, net of amounts capitalized, were $1.1 billion for the year ended December 31, 2021.
The principal amount of our outstanding indebtedness, which excludes debt issuance costs, debt discounts and debt premium of $269 million, was $46.8 billion as of December 31, 2022 (67% of our total assets as of December 31, 2022), and our interest payments, net of amounts capitalized, were $1.6 billion for the year ended December 31, 2022.
A decrease in demand for our flight equipment as a result of any of these factors could materially and adversely affect lease rates and residual values for our flight equipment, our ability to lease our flight equipment on favorable terms, if at all, and our financial results. 14 Manufacturer behavior may adversely affect the lease rates and value of aircraft in our fleet or our results of operations more broadly.
A decrease in demand for our flight equipment as a result of any of these factors could materially and adversely affect lease rates and residual values for our flight equipment, our ability to lease our flight equipment on favorable terms, if at all, and our financial results.
On October 8, 2021, 136 countries, including Ireland, approved a statement, known as the OECD BEPS Inclusive Framework (“IF”), providing a framework for BEPS 2.0, which builds upon the Blueprints and a prior iteration of the IF signed by 130 countries on July 1, 2021.
On October 8, 2021, 136 countries, including Ireland, approved a statement, known as the OECD BEPS Inclusive Framework (“IF”), providing a framework for BEPS 2.0, which builds upon the Blueprints.
An adverse political or economic event in any region or country in which our lessees or our flight equipment are concentrated could affect the ability of our lessees to meet their obligations to us, or expose us to various legal or political risks associated with the affected jurisdictions, all of which could have a material and adverse effect on our financial results. 19 We have a large concentration of lessees in China and therefore have increased exposure to the economic and political conditions in that country and to the increasingly adversarial relationship between China and the West.
An adverse political or economic event in any region or country in which our lessees or our flight equipment are concentrated could affect the ability of our lessees to meet their obligations to us, or expose us to legal or political risks associated with the affected jurisdictions, all of which could have a material and adverse effect on our financial results.
The EU Anti-tax Avoidance proposals may impact our effective rate of tax in future periods. Irish tax law will be subject to changes as a result of the implementation of the EU Anti-Tax Avoidance Directive (“EU ATAD”) and the amending Directive (“EU ATAD 2”).
Irish tax law will be subject to changes as a result of the implementation of the EU Anti-Tax Avoidance Directive (“EU ATAD”) and the amending Directive (“EU ATAD 2”).
This in turn could lead to aircraft groundings or additional lease restructurings and repossessions, increase our cost of re-leasing or selling flight equipment, impair our ability to re-lease or otherwise dispose of flight equipment on favorable terms or at all, or reduce the proceeds we receive for our flight equipment in a disposition.
Such events could also impact the operations of our lessees and could lead to aircraft or fleet groundings (for instance due to cancellation of war insurance cover) or additional lease restructurings and repossessions, increase our cost of re-leasing or selling flight equipment, impair our ability to re-lease or otherwise dispose of flight equipment on favorable terms or at all, or reduce the proceeds we receive for our flight equipment in a disposition.
Also, in the event that sanctions affecting the ability of aircraft lessors to conduct business in China are imposed by the United States, the European Union, the United Kingdom or other governmental authorities, whether as a result of conflict between mainland China and Taiwan or otherwise, our business in China would be materially adversely affected, which could have a material impact on our financial condition, cash flows and results of operations.
Also, in the event that sanctions affecting the ability of aircraft lessors to conduct business in China were imposed by the United States, the European Union, the United Kingdom or other governmental authorities, whether as a result of conflict between mainland China and Taiwan or otherwise, our financial condition, cash flows, liquidity and results of operations would be materially adversely affected, including as a result of potential write-offs or impairments of our assets, such as we experienced as a result of the Ukraine Conflict.
As of December 31, 2021, we had 417 new aircraft, 30 engines and 16 helicopters on order, which will require substantial purchase contract payments.
As of December 31, 2022, we had 435 new aircraft, 47 engines, and 18 helicopters on order, which will require substantial purchase contract payments.
Although we have adopted guidelines and operating procedures to ensure our subsidiaries are appropriately managed and controlled, we may be subject to such taxes in the future and such taxes may be substantial.
Although we have adopted guidelines and operating procedures to ensure our subsidiaries are appropriately managed and controlled, we may be subject to such taxes in the future and such taxes may be substantial. The imposition of such taxes could have a material adverse effect on our financial results.
The manufacture and supply of commercial aircraft is concentrated among a limited number of manufacturers. Aircraft also have long delivery cycles. We rely, as a result, on these manufacturers responding early and appropriately to changes in the market environment, delivering aircraft that meet our lessees’ expectations and fulfilling contractual obligations they have to us.
We rely, as a result, on these manufacturers responding early and appropriately to changes in the market environment, delivering aircraft that meet our lessees’ expectations and fulfilling contractual obligations they have to us.
As a substantial part of the value of an aircraft derives from its engines, we would suffer a substantial loss if our ability to repossess a leased engine was limited in the event of a lease default, which could materially and adversely affect our financial results. 17 Risks related to competition and the aviation industry Competition and changes in market participants, including lessors, manufacturers and aircraft lessees, may adversely affect our business operations.
As a substantial part of the value of an aircraft derives from its engines, we would suffer a substantial loss if our ability to repossess a leased engine was limited in the event of a lease default, which could materially and adversely affect our financial results.
Our lessees are required to provide insurance coverage with respect to leased aircraft and we are named as insureds under those policies in the event of a total loss of an aircraft or engine.
We require our lessees to provide insurance coverage with respect to leased flight equipment, with AerCap (or our relevant affiliate) named as an insured under those policies in the event of a total loss of an aircraft or engine.
While our flight equipment are on lease, we do not directly control their operation. Under our leases, our lessees are primarily responsible for maintaining our assets, obtaining adequate levels of insurance and complying with all governmental requirements applicable to the lessee and the flight equipment, including operational, maintenance, government agency oversight, registration requirements and airworthiness directives.
Under our leases, our lessees are primarily responsible for maintaining our assets, obtaining adequate levels of insurance and complying with all governmental requirements applicable to the lessee and the flight equipment, including operational, maintenance, government agency oversight, registration requirements and airworthiness directives. We also require many of our lessees to pay us supplemental maintenance rents.
Changes in international regulations, laws, taxes, export controls, tariffs, embargoes, sanctions or other restrictions on trade or travel could adversely affect the profitability of our lessees’ businesses, the operations of aircraft manufacturers or the results of our operations.
Changes in international regulations, laws, taxes, export controls, tariffs, embargoes, sanctions or other restrictions on trade or travel, including changes in response to geopolitical events, could adversely affect the profitability of our lessees’ businesses, the operations of aircraft manufacturers or the results of our operations. For an example, please refer to the discussion in “Item 3.
When conducting a repossession, we are likely to incur significant costs and expenses that are unlikely to be recouped, including, for example, legal and regulatory expenses, taxes, lost revenue, maintenance and refurbishment and repair costs necessary to put the flight equipment in suitable condition for re-lease or sale.
If we encounter any of these difficulties, we may be delayed in, or prevented from, enforcing certain of our rights under a lease and in re-leasing the affected flight equipment. 19 When conducting a repossession, we are likely to incur significant costs and expenses that are unlikely to be recouped, including, for example, legal and regulatory expenses, taxes, lost revenue, maintenance and refurbishment and repair costs necessary to put the flight equipment in suitable condition for re-lease or sale.
Risks related to accounting and impairments If a decline in demand for certain assets causes a decline in its projected lease rates, or if we dispose of an asset for a price that is less than its depreciated book value on our balance sheet, then we will recognize impairments or make fair value adjustments.
Key Information—Risk Factors—Risks relating to market demand for, and lease rates and value of, flight equipment in our fleet—Manufacturer behavior may adversely affect the lease rates and value of aircraft in our fleet or our results of operations more broadly.” Risks related to accounting and impairments If a decline in demand for certain assets causes a decline in its projected lease rates, or if we dispose of an asset for a price that is less than its depreciated book value on our balance sheet, then we will recognize impairments or make fair value adjustments.
Failure to comply with any of the covenants in our financing agreements would result in a default under those agreements and could result in a default under other agreements containing cross default provisions. Under these circumstances, we may have insufficient funds or other resources to satisfy all our obligations.
Failure to comply with any of the covenants in our financing agreements would result in a default under those agreements and could result in a default under other agreements containing cross-default provisions.
A deterioration in the financial condition and cash flows of our lessees, including from the ongoing impacts of the Covid-19 pandemic or the Ukraine Conflict, would increase the risk that they will delay, reduce or fail to make rental payments when due. At any point in time, our lessees may be significantly in arrears.
A deterioration in the financial condition and cash flows of our lessees, including from the ongoing impacts of the Covid-19 pandemic, the Ukraine Conflict, inflationary environment, supply chain issues, higher jet fuel prices and higher interest rates would increase the risk that they will delay, reduce or fail to make rental payments when due.
For example, under the GDPR, we could incur significant fines of up to 4% of our annual global revenue. Our assets are subject to various environmental regulations and concerns, including those relating to climate change. Governmental regulations regarding aircraft and engine noise and emissions levels apply based on where the relevant airframe is registered and where the aircraft is operated.
For example, under the GDPR, we could incur significant fines of up to 4% of our annual global revenue. Our assets are subject to various environmental regulations and concerns, including those relating to climate change.
For example, as a result of the Ukraine Conflict and sanctions imposed by various governments against Russia, certain Russian persons and certain activities involving Russia or Russian persons, we are now prohibited from leasing our aircraft and engines to Russian lessees.
For example, as a result of the Ukraine Conflict, sanctions imposed by various governments against Russia, certain Russian persons and certain activities involving Russia or Russian persons prohibited us from leasing flight equipment to Russian lessees, which required us to terminate the leasing of all our flight equipment with Russian lessees. The U.S.
Despite our current indebtedness levels, we may increase our levels of debt in the future to finance our operations, including to purchase aircraft or to meet our contractual obligations, or for any other purpose.
Under these circumstances, we may have insufficient funds or other resources to satisfy all our obligations. Despite our substantial indebtedness, we might incur significantly more debt. Despite our current indebtedness levels, we may increase our levels of debt in the future to finance our operations, including to purchase aircraft or to meet our contractual obligations, or for any other purpose.
Costs and potential problems or interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or support of existing systems could also disrupt or reduce the efficiency of our operations.
Costs and potential problems or interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or support of existing systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our IT systems may have a material adverse effect on our business or results of operations.
A violation of any of these laws or regulations could materially and adversely impact our business, operating results, and financial condition.
A violation of any of these laws or regulations and those imposed by other relevant jurisdictions (including the European Union) could materially and adversely impact our business, operating results, and financial condition.
Please refer to “Item 11—Quantitative and Qualitative Disclosures About Market Risk—Interest rate risk” for further details on our interest rate risk. In addition, we are exposed to the credit risk that the counterparties to our derivative contracts will default on their obligations. Decreases in interest rates may adversely affect our interest revenue on cash deposits and our lease revenue.
In addition, we are exposed to the credit risk that the counterparties to our derivative contracts will default on their obligations. Please refer to “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Interest rate risk” for further details on our interest rate risk. One of our primary sources of income is leases with multi-year fixed rates.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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We have active customer relationships with approximately 300 customers around the world. These customer relationships are either with existing customers or airlines with which we maintain regular dialogue in relation to potential transaction opportunities. Our relationships with these airlines help us place new flight equipment and remarket existing flight equipment.
We have active relationships with approximately 300 customers around the world. These customer relationships are either with existing customers or airlines with which we maintain regular dialogue in relation to potential transaction opportunities. Our relationships with these airlines help us place new flight equipment and remarket existing flight equipment.
We believe we maintain excellent relations with our customers. We have been able to achieve a high utilization rate on our aviation assets as a result of our customer reach, quality product offering and strong portfolio management capabilities. Allocate capital efficiently We seek to deploy our capital efficiently to provide the best long-term returns for our investors.
We believe we maintain excellent relations with our customers. We have been able to achieve a high utilization rate on our aviation assets as a result of our customer reach, quality product offering and strong portfolio management capabilities. 31 Allocate capital efficiently We seek to deploy our capital efficiently to provide the best long-term returns for our investors.
AerCap Materials sells airframe parts to airlines, maintenance, repair and overhaul service providers, and aircraft parts distributors. 30 Our business strategy We develop and grow our aviation leasing business by executing on our focused business strategy, the key components of which are as follows: Manage the profitability of our flight equipment portfolio Our ability to profitably manage flight equipment throughout their lifecycle depends, in part, on our ability to successfully source acquisition opportunities of new and used flight equipment at favorable terms, as well as our ability to secure long-term funding for such acquisitions, lease flight equipment at profitable rates, minimize downtime between leases and associated maintenance expenses and opportunistically sell aircraft.
AerCap Materials sells airframe parts to airlines, maintenance, repair and overhaul service providers, and aircraft parts distributors. 30 Our business strategy We develop and grow our aviation leasing business by executing on our focused business strategy, the key components of which are as follows: Manage the profitability of our flight equipment portfolio Our ability to profitably manage flight equipment throughout its lifecycle depends, in part, on our ability to successfully source acquisition opportunities of new and used flight equipment at favorable terms, as well as our ability to secure long-term funding for such acquisitions, lease flight equipment at profitable rates, minimize downtime between leases and associated maintenance expenses and opportunistically sell aircraft.
Our owned engine portfolio is comprised almost entirely of General Electric and CFM International engines, the most liquid engine types that power the world’s most popular and in-demand aircraft, including Airbus A320 and A320neo Family aircraft and Boeing 737, Boeing 787, and Boeing 737 MAX aircraft.
Our owned engine portfolio is comprised almost entirely of General Electric (“GE”) and CFM International engines, the most liquid engine types that power the world’s most popular and in-demand aircraft, including Airbus A320 and A320neo Family aircraft and Boeing 737, Boeing 787, and Boeing 737 MAX aircraft.
Our extensive experience, global reach and operating capabilities allow us to rapidly complete numerous aviation transactions, which enables us to increase the returns on our flight equipment investments by minimizing any time that our assets are not generating revenue for us. 26 The following table provides details regarding the aircraft, engine and helicopter transactions we executed during the years ended December 31, 2021, 2020 and 2019.
Our extensive experience, global reach and operating capabilities allow us to rapidly complete numerous aviation transactions, which enables us to increase the returns on our flight equipment investments by minimizing any time that our assets are not generating revenue for us. 26 The following table provides details regarding the aircraft, engine and helicopter transactions we executed during the years ended December 31, 2022, 2021 and 2020.
In addition, we intend to continue to rebalance our portfolio through sales to maintain the appropriate mix of flight equipment by customer concentration, asset, age and type. 31 Maintain a diversified and satisfied customer base We operate our business on a global basis, leasing flight equipment to customers in every major geographical region.
In addition, we intend to continue to rebalance our portfolio through sales to maintain the appropriate mix of flight equipment by customer concentration, asset, age and type. Maintain a diversified customer base We operate our business on a global basis, leasing flight equipment to customers in every major geographical region.
As of December 31, 2021, our major operating subsidiaries, each of which is ultimately 100%-owned by AerCap Holdings N.V., are AerCap Ireland Limited (Ireland) (“AerCap Ireland”), AerCap Ireland Capital DAC (Ireland), AerCap Global Aviation Trust (United States) (“AerCap Trust”), AerCap Aviation Leasing Limited (Ireland), Celestial Aviation Funding Unlimited Company (Ireland) and Celestial Aviation Services Limited (Ireland).
As of December 31, 2022, our major operating subsidiaries, each of which is ultimately 100%-owned by AerCap Holdings N.V., are AerCap Ireland Limited (Ireland) (“AerCap Ireland”), AerCap Ireland Capital DAC (Ireland), AerCap Global Aviation Trust (United States) (“AerCap Trust”), AerCap Aviation Leasing Limited (Ireland), Celestial Aviation Funding Unlimited Company (Ireland) and Celestial Aviation Services Limited (Ireland).
Organizational structure AerCap Holdings N.V. is a holding company that holds directly and indirectly consolidated subsidiaries, which in turn own our aviation assets. As of December 31, 2021, AerCap Holdings N.V. did not own significant assets other than its direct and indirect investments in its subsidiaries.
Organizational structure AerCap Holdings N.V. is a holding company that holds directly and indirectly consolidated subsidiaries, which in turn own our aviation assets. As of December 31, 2022, AerCap Holdings N.V. did not own significant assets other than its direct and indirect investments in its subsidiaries.
In addition, we attempt to maximize our operating cash flows and continue to pursue the sale of flight equipment to generate additional cash flows. Refer to Note 15— Debt to our Consolidated Financial Statements included in this annual report for a detailed description of our outstanding indebtedness.
In addition, we attempt to maximize our operating cash flows and continue to pursue the sale of flight equipment to generate additional cash flows. Refer to Note 16— Debt to our Consolidated Financial Statements included in this annual report for a detailed description of our outstanding indebtedness.
We also purchase insurance which provides us with coverage when our assets are not subject to a lease or where a lessee’s policy fails to indemnify us. In addition, we carry customary insurance for our property, which is subject to customary deductibles, limits and exclusions.
We also purchase insurance which provides us with coverage when our assets are not subject to a lease or where a lessee’s policy fails to indemnify us, and this insurance is subject to customary deductions and exclusions. In addition, we carry customary insurance for our property, which is subject to customary deductibles, limits and exclusions.
Department of State, Directorate of Defense Trade Controls (“DDTC”) administers the International Traffic in Arms Regulations (“ITAR”) and the U.S. Department of Commerce, Bureau of Industry and Security administers the Export Administration Regulations (“EAR”). 33 ITAR and EAR compliance are an integral part of AerCap compliance activities.
Department of State, Directorate of Defense Trade Controls (“DDTC”) administers the International Traffic in Arms Regulations (“ITAR”) and the U.S. Department of Commerce, Bureau of Industry and Security administers the Export Administration Regulations (“EAR”). 33 ITAR and EAR compliance are an integral part of AerCap’s compliance activities.
In 2021, AerCap and Safran Aircraft Engines, the French aerospace manufacturer, entered into a 20-year joint venture agreement regarding SES. 25 Helicopter leasing The Milestone Aviation Group (“Milestone”) is the world’s leading helicopter leasing and financing compan y with 355 owned or on order helicopters as of December 31, 2021.
In 2021, AerCap and Safran Aircraft Engines, the French aerospace manufacturer, entered into a 20-year joint venture agreement regarding SES. 25 Helicopter leasing The Milestone Aviation Group (“Milestone”) is the world’s leading helicopter leasing and financing compan y with 343 owned or on order helicopters as of December 31, 2022.
Key Information—Risk Factors—Risks related to the geopolitical, regulatory and legal exposure of our business—We are subject to various risks and requirements associated with transacting business in many countries” and “Item 3.
Key Information—Risk Factors—Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of our business—We are subject to various risks and requirements associated with transacting business in many countries” and “Item 3.
Milestone supports over 40 customers in more than 35 countries serving a variety of industries, including offshore oil and gas, search and rescue, emergency medical services, police surveillance, mining and other utility missions. Milestone’s largest customers are CHC Helicopters, Bristow Helicopters, Saudi Aramco and Babcock International.
Milestone supports over 50 customers in more than 40 countries serving a variety of industries, including offshore oil and gas, search and rescue (“SAR”), emergency medical services, police surveillance, mining and other utility missions. Milestone’s largest customers are CHC Helicopters, Bristow Helicopters, Saudi Aramco and Babcock International.
Joint ventures We conduct some of our business through joint ventures. The joint venture arrangements allow us to obtain stable servicing revenues and diversify our exposure to the economic risks related to aircraft and engines. Shannon Engine Support Ltd Following the GECAS Transaction, SES is a joint venture 50% owned by us and 50% owned by Safran Aircraft Engines.
Joint ventures We conduct some of our business through joint ventures. The joint venture arrangements allow us to obtain stable servicing revenues and diversify our exposure to the economic risks related to aircraft and engines. Shannon Engine Support Ltd SES is a joint venture 50% owned by us and 50% owned by Safran Aircraft Engines.
Competition for a leasing transaction is based on a number of factors, including delivery dates, lease rates, term of lease, other lease provisions, aircraft condition and the availability in the market place of the types of aircraft that can meet customer requirements.
Competition for a leasing transaction is based on a number of factors, including delivery dates, lease rates, term of lease, other lease provisions, aircraft condition and the availability in the marketplace of the types of aircraft that can meet customer requirements.
Refer to Note 10— Associated companies to our Consolidated Financial Statements included in this annual report for further details on our joint ventures. Relationship with Airbus, Boeing and other manufacturers We are one of the largest customers of Airbus and Boeing measured by deliveries of aircraft through 2021 and our order backlog.
Refer to Note 11— Associated companies to our Consolidated Financial Statements included in this annual report for further details on our joint ventures. Relationship with Airbus, Boeing and other manufacturers We are one of the largest customers of Airbus and Boeing measured by deliveries of aircraft through 2022 and our order backlog.
As a result of the GECAS Transaction, Milestone Aviation, a helicopter operating lessor which engages in defense trade activities, became a wholly-owned subsidiary of AerCap. While our fleet is comprised of civil helicopters, certain of the helicopters (generally helicopters configured for search and rescue (“SAR”) or police services missions) are equipped with controlled equipment covered by active ITAR licenses.
As a result of the GECAS Transaction, Milestone Aviation, a helicopter operating lessor which engages in defense trade activities, became a wholly-owned subsidiary of AerCap. While our fleet is comprised of civil helicopters, certain of the helicopters (generally helicopters configured for SAR or police services missions) are equipped with controlled equipment covered by active ITAR licenses.
To the extent that the redelivery condition is different from the acceptance condition, we generally receive cash compensation for the value difference at the time of redelivery. As of December 31, 2021 and 2020, approximately 34% and 35%, respectively, of our owned aircraft leases provided for supplemental maintenance rental payments.
To the extent that the redelivery condition is different from the acceptance condition, we generally receive cash compensation for the value difference at the time of redelivery. As of December 31, 2022 and 2021, 31% and 34%, respectively, of our owned aircraft leases provided for supplemental maintenance rental payments.
The following table presents our capital expenditures for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 (U.S.
The following table presents our capital expenditures for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 (U.S.
During the year ended December 31, 2021, our weighted average owned aircraft utilization rate was 94%, calculated based on the number of days each aircraft was on lease during the year, weighted by the net book value of the aircraft.
During the year ended December 31, 2022, our weighted average owned aircraft utilization rate was 96%, calculated based on the number of days each aircraft was on lease during the year, weighted by the net book value of the aircraft.
(b) Includes 46 aircraft that were off-lease and under commitment for re-lease as of December 31, 2021. 28 Principal markets and customers The following table presents the percentage of lease revenue of our owned portfolio from our top five lessees for the year ended December 31, 2021: Lessee Percentage of 2021 lease revenue American Airlines 7.6 % China Southern Airlines 7.1 % Air France 4.9 % Azul Airlines 4.7 % Ethiopian Airlines 3.2 % Total 27.5 % We lease our aircraft to lessees located in every major geographical region.
(b) Includes 31 aircraft that were off-lease and under commitment for re-lease as of December 31, 2022. 28 Principal markets and customers The following table presents the percentage of lease revenue of our owned portfolio from our top five lessees for the year ended December 31, 2022: Lessee Percentage of 2022 lease revenue American Airlines 6.3 % China Southern Airlines 4.7 % Azul Airlines 4.2 % Air France 3.0 % Ethiopian Airlines 2.4 % Total 20.6 % We lease our aircraft to lessees located in every major geographical region.
Aviation parts and supply chain Through AerCap Materials, Inc. (“AerCap Materials”), we provide airframe and engine parts and supply chain solutions and we disassemble aircraft and engines into parts.
Aviation parts and supply chain Through AerCap Materials, we provide airframe and engine parts and supply chain solutions and we disassemble aircraft and engines into parts.
The acquisition of ILFC and the GECAS Transaction are the two largest transactions in the history of aviation leasing. We believe that our ability to successfully identify, acquire and integrate companies is a key competitive advantage. Aircraft leasing AerCap is the global leader in aircraft leasing, leasing to customers in every major geographical region.
The acquisitions of ILFC (the “ILFC Transaction”) and GECAS (the “GECAS Transaction”) are the two largest transactions in the history of aviation leasing. We believe that our ability to successfully identify, acquire and integrate companies is a key competitive advantage. Aircraft leasing AerCap is the global leader in aircraft leasing with customers in every major geographical region.
During the year ended December 31, 2021, we purchased 45 aircraft and sold 51 aircraft from our owned portfolio. 38 History and development of the Company AerCap Holdings N.V. was incorporated in the Netherlands as a public limited liability company (“ naamloze vennootschap ” or “ N.V. ”) on July 10, 2006.
During the year ended December 31, 2022, we purchased 72 aircraft and sold 120 aircraft from our owned portfolio. 39 History and development of the Company AerCap Holdings N.V. was incorporated in the Netherlands as a public limited liability company (“ naamloze vennootschap ” or “ N.V. ”) on July 10, 2006.
As of December 31, 2021, we had asset management servicing contracts with 22 parties that owned 196 aircraft and 221 engines. Since we have an established operating system to manage our own aircraft and engines, the incremental cost of providing asset management services to securitization vehicles, joint ventures and third parties is limited.
As of December 31, 2022, we had asset management servicing contracts with 21 parties that owned 187 aircraft and 193 engines. Since we have an established operating system to manage our own aircraft and engines, the incremental cost of providing asset management services to securitization vehicles, joint ventures and third parties is limited.
As of December 31, 2021, we had $10.6 billion of undrawn lines of credit available under our revolving credit and term loan facilities and other available secured debt and $1.7 billion of unrestricted cash.
As of December 31, 2022, we had $10.7 billion of undrawn lines of credit available under our revolving credit and term loan facilities and $1.6 billion of unrestricted cash.
(b) Disassembly of an aircraft for the sale of its parts. We perform a review of all of our prospective lessees, which generally includes reviewing financial statements, business plans, cash flow projections, maintenance capabilities, operational performance histories, hedging arrangements for fuel, foreign currency and interest rates and relevant regulatory approvals and documentation.
We perform a review of all of our prospective lessees, which generally includes reviewing financial statements, business plans, cash flow projections, maintenance capabilities, operational performance histories, hedging arrangements for fuel, foreign currency and interest rates and relevant regulatory approvals and documentation.
Key Information—Risk Factors—Risks related to the geopolitical, regulatory and legal exposure of our business—Our assets are subject to various environmental regulations and concerns,” for a detailed discussion of government sanctions, export controls and other regulations that could affect our business.
Key Information—Risk Factors—Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of our business—Our assets are subject to various environmental regulations and concerns, including those relating to climate change” for a detailed discussion of government sanctions, export controls and other regulations that could affect our business.
Dollars in thousands) Purchase of flight equipment $ 1,703,395 $ 778,547 $ 3,359,092 Prepayments on flight equipment 86,386 405,178 1,369,400 39 Facilities We lease our Dublin, Ireland headquarters office facility under a 25-year lease that began in December 2015, which has a termination right, at our option, in 2031.
Dollars in thousands) Purchase of flight equipment $ 3,480,074 $ 1,703,395 $ 778,547 Prepayments on flight equipment 391,498 86,386 405,178 40 Facilities We lease our Dublin, Ireland headquarters office facility under a 25-year lease that began in December 2015, which has a termination right, at our option, in 2031.
Immediately following the completion of the GECAS Transaction, GE held approximately 46% of AerCap’s issued and outstanding ordinary shares. In connection with the GECAS Transaction, GE appointed one member to join the Board of Directors of AerCap, bringing the number of directors serving on AerCap’s Board of Directors to ten.
Immediately following the completion of the GECAS Transaction, GE held approximately 46% of AerCap’s issued and outstanding ordinary shares. In connection with the GECAS Transaction, GE has appointed two members to join the Board of Directors of AerCap, bringing the number of directors serving on AerCap’s Board of Directors to 11.
The table does not give effect to contracted unexercised lease extension options, aircraft on finance leases, lease extensions or re-leases that are subject to a letter of intent, aircraft sales that have been contracted or are subject to a letter of intent, or designations of a certain aircraft for sale or part-out.
The table does not give effect to contracted unexercised lease extension options, aircraft on finance leases, lease extensions or re-leases that are subject to a letter of intent, aircraft sales that have been contracted or are subject to a letter of intent, or designations of a certain aircraft for sale or disassembly of an aircraft for the sale of its parts (“part-out”).
Engine leasing AerCap is the world’s largest engine leasing company, with over 900 owned and managed engines (including engines owned by our SES joint venture) with over 75 customers.
Engine leasing AerCap is the world’s largest engine leasing company, with over 900 owned and managed engines (including engines owned and managed by our Shannon Engine Support Ltd (“SES”) joint venture) with approximately 75 customers.
Scheduled lease expirations The following table presents the scheduled lease expirations (for the minimum non-cancelable period) for our owned aircraft under operating leases by aircraft type as of December 31, 2021.
Scheduled lease expirations The following table presents the scheduled lease expirations for our owned aircraft under operating leases by aircraft type as of December 31, 2022.
We actively seek to hire and retain talented employees and remunerate our employees with what we believe are attractive packages that are competitive with or superior to our peers. This includes not only competitive salaries and benefits, but also performance based-bonuses and employee share schemes.
We actively seek to hire and retain talented employees and remunerate our employees with what we believe are some of the most attractive packages in the industry. This includes not only competitive salaries and benefits, but also performance-based-bonuses and employee share schemes.
Under these leases, the lessee is responsible for the maintenance and servicing of the equipment during the lease term and we receive the benefit, and assume the risks, of the residual value of the equipment at the end of the lease.
Aviation leases and transactions We lease most of our flight equipment to customers under operating leases. Under these leases, the lessee is responsible for the maintenance and servicing of the equipment during the lease term and we receive the benefit, and assume the risks, of the residual value of the equipment at the end of the lease.
As of December 31, 2021, we owned 1,756 aircraft and managed 196 aircraft and had 417 new aircraft on order. As of December 31, 2021, the average age of our owned aircraft fleet, weighted by net book value, was 7.1 years.
As of December 31, 2022, we owned 1,572 aircraft and managed 187 aircraft and had 435 new aircraft on order. As of December 31, 2022, the average age of our owned aircraft fleet, weighted by net book value, was 7.2 years.
In January 2022 we entered into a lease for our Miami office facility that expires in December 2034. In addition to the above facilities, we also lease small offices in various locations around the world including Dublin, Ireland, Amsterdam, The Netherlands, Shanghai, China, Dubai, United Arab Emirates and Abu Dhabi, United Arab Emirates.
We lease our Miami office facility under a lease that expires in December 2034. In addition to the above facilities, we also lease offices in various locations around the world, including Dublin, Ireland, Memphis, United States, Amsterdam, The Netherlands, London, United Kingdom, Shanghai, China and Dubai, United Arab Emirates.
We believe that our global network of strong relationships with airlines, aircraft manufacturers, maintenance, repair and overhaul service providers and commercial and financial institutions gives us a competitive advantage in sourcing and executing transactions.
Due to our aircraft order book, we believe that we are well-positioned to take advantage of trading opportunities and expand our aircraft portfolio. We believe that our global network of strong relationships with airlines, aircraft manufacturers, maintenance, repair and overhaul service providers and commercial and financial institutions gives us a competitive advantage in sourcing and executing transactions.
Efficiently manage our liquidity We analyze sources of financing based on pricing and other terms and conditions in order to optimize the return on our investments. We have the ability to access a broad range of liquidity sources globally.
Efficiently manage our liquidity We analyze sources of financing based on pricing and other terms and conditions in order to optimize the return on our investments. We have the ability to access a broad range of liquidity sources globally. In 2022, we raised $4.2 billion of financing, consisting primarily of bank debt and revolving credit facilities.
As of December 31, 2021, we had 250,347,345 ordinary shares issued, including 245,395,448 ordinary shares issued and outstanding, and 4,951,897 ordinary shares held as treasury shares. Our issued and outstanding ordinary shares included 5,822,811 shares of unvested restricted stock. The address of our headquarters in Dublin is AerCap House, 65 St.
As of December 31, 2022, we had 250,347,345 ordinary shares issued, including 245,931,275 ordinary shares issued and outstanding, and 4,416,070 ordinary shares held as treasury shares. Our issued and outstanding ordinary shares included 4,837,602 shares of unvested restricted stock. The address of our headquarters in Dublin is AerCap House, 65 St.
AerCap Cargo was also involved in the development of the Boeing 767-300BDSF as well as the Boeing 737 Classic freighter conversion programs. AerCap Cargo’s largest customers are Amazon, Maersk and ASL Aviation.
AerCap Cargo was also involved in the development of the Boeing 767-300BDSF as well as launching Boeing’s 737BCF freighter conversion programs and, more recently, the A321F freighter programs with EFW and ST Aerospace. AerCap Cargo’s largest customers are Amazon, Maersk and ASL Aviation.
Our current operating leases have initial terms ranging in length up to approximately 16 years. By varying our lease terms, we mitigate the effects of changes in cyclical market conditions at the time aircraft become eligible for re-lease. Well in advance of the expiration of an operating lease, we prioritize entering into a lease extension with the then-current operator.
By varying our lease terms, we mitigate the effects of changes in cyclical market conditions at the time aircraft become eligible for re-lease. Well in advance of the expiration of an operating lease, we prioritize entering into a lease extension with the then-current operator. This reduces our risk of aircraft downtime as well as aircraft transition costs.
Should a lessee not be interested in extending a lease, or if we believe we can obtain a more favorable return on the aircraft, we will explore other options, including the sale of the asset.
The terms of our lease extensions reflect the market conditions at the time and typically contain different terms from the original lease. Should a lessee not be interested in extending a lease, or if we believe we can obtain a more favorable return on the aircraft, we will explore other options, including the sale of the asset.
Our lessees are subject, however, to extensive regulation under the laws of the jurisdictions in which they are registered and in which they operate. These regulations, among other things, govern the registration, operation and maintenance of our assets. Most of our aircraft are registered in the jurisdiction in which the lessee of the aircraft is certified as an air operator.
These regulations, among other things, govern the registration, operation and maintenance of our assets. Most of our aircraft are registered in the jurisdiction in which the lessee of the aircraft is certified as an air operator. Both our aircraft and engines are subject to the airworthiness and other standards imposed by our lessees’ jurisdictions of operation.
Since the 1970s and the creation of aircraft leasing pioneers Guinness Peat Aviation (“GPA”) and International Lease Finance Corporation (“ILFC”), the world’s airlines have increasingly turned to operating leases to meet their aircraft needs. We serve approximately 300 customers around the world with comprehensive fleet solutions.
Since the 1970s and the creation of aircraft leasing pioneers Guinness Peat Aviation (“GPA”) and ILFC, the world’s airlines have increasingly turned to operating leases to meet their aircraft needs. We serve approximately 300 customers around the world with comprehensive fleet solutions. Our relationships with these customers help us place new flight equipment and remarket existing flight equipment.
In April 2021, we published a new ESG report, which was prepared in accordance with the Global Reporting Initiative Standards: Core option, which is publicly available on our website and not incorporated by reference into this annual report. The report sets forth in detail our commitment to growing our business in a responsible and sustainable way.
The 2021 ESG Report is publicly available on our website and not incorporated by reference into this annual report. The 2021 ESG Report sets forth in detail our commitment to growing our business in a responsible and sustainable way.
The GE shares are subject to a lock-up period which will expire in stages from nine to 15 months after the Closing Date. GE has entered into agreements with AerCap regarding voting restrictions, standstill provisions and certain registration rights. Refer to Note 4— GECAS Transaction to our Consolidated Financial Statements included in this annual report.
The GE shares were subject to a lock-up period that expired on February 1, 2023. GE has entered into agreements with AerCap regarding voting restrictions, standstill provisions and certain registration rights. Refer to Note 4— GECAS Transaction to our Consolidated Financial Statements included in this annual report.
AerCap Materials AerCap Materials is a global distributor of airframe and engine parts for leading commercial aircraft and engine manufacturers. Since its founding as the Memphis Group in 1971, it has provided quality products and services ranging from spares distribution, engine components, consignment and acquisition. AerCap Materials has its own dismantlement facility located in Greenwood, Mississippi.
AerCap Materials AerCap Materials Inc., (“AerCap Materials”) is a global distributor of airframe and engine components for leading commercial aircraft and engine manufacturers. Since its founding as the Memphis Group in 1971, it has provided quality products and services ranging from spare airframe and engine component distribution, component and asset leasing, consignment services and asset repair management.
While we do not know at this time whether new emissions restrictions will be passed, and if passed what impact these laws might have on our business, any future emissions limitations or other future requirements to address climate change concerns could adversely affect us.
This is an area of law that is rapidly evolving and varies by jurisdiction. While it is uncertain whether new emissions restrictions will be passed, or if passed what impact these laws might have on our business, any future emissions limitations or other future requirements to address climate change concerns could adversely affect us.
As of March 25, 2022, 44 of the 125 aircraft with leases expiring in 2022 have been re-leased, have had leases extended, or have been designated for sale or part-out.
As of February 24, 2023, 31 of the 69 aircraft with leases expiring in 2023 have been re-leased, have had leases extended, have been designated for sale or part-out or sold.
The trends shown in the table reflect the execution of the various elements of our leasing strategy for our owned and managed portfolio, as described further below: Year Ended December 31, 2021 (a) 2020 2019 Total Owned portfolio New leases on new assets 45 10 54 109 New leases on used assets 107 12 37 156 Extensions of lease contracts 131 67 92 290 New asset purchases 58 36 65 159 Asset sales and part-outs (b) 56 40 88 184 Managed portfolio New leases on used assets 14 6 5 25 Extensions of lease contracts 14 2 4 20 New asset purchases 7 — — 7 Asset sales and part-outs 6 6 8 20 Total transactions 438 179 353 970 ( a) Does not include GECAS transactions executed prior to the Closing Date.
The trends shown in the table reflect the execution of the various elements of our leasing strategy for our owned and managed portfolio, as described further below: Year Ended December 31, 2022 2021 (a) 2020 Total Owned portfolio New leases on new assets 100 45 10 155 New leases on used assets 170 107 12 289 Extensions of lease contracts 256 131 67 454 New asset purchases 109 58 36 203 Asset sales 165 56 40 261 Managed portfolio New leases on new assets 4 — — 4 New leases on used assets 17 14 6 37 Extensions of lease contracts 23 14 2 39 New asset purchases 9 7 — 16 Asset sales 42 6 6 54 Total transactions 895 438 179 1,512 ( a) Does not include GECAS transactions executed prior to November 1, 2021 (the “Closing Date”).
Our ordinary shares are listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol AER. Our headquarters is located in Dublin, and we have offices in Shannon, Miami, Singapore, Amsterdam, Shanghai, Abu Dhabi and other locations. We also have representative offices at the world’s largest aircraft manufacturers, Boeing in Seattle and Airbus in Toulouse.
Our headquarters is located in Dublin, and we have offices in Shannon, Miami, Singapore, Memphis, Amsterdam, Shanghai, Dubai and other locations. We also have representative offices at the world’s largest aircraft manufacturers, Boeing in Seattle and Airbus in Toulouse.
(b) Excludes aircraft for which we have cancellation rights, and aircraft with contractual sales at delivery. 36 The following table presents our owned aircraft portfolio by type of aircraft as a percentage of total net book value as of each of the five years ended December 31, 2021: As of December 31, Aircraft type 2021 2020 2019 2018 2017 Passenger Aircraft 97 % 100 % 100 % 100 % 100 % Airbus A220 Family — — — — — Airbus A320 Family 13 % 13 % 14 % 16 % 21 % Airbus A320neo Family 27 % 23 % 18 % 14 % 7 % Airbus A330 3 % 4 % 7 % 9 % 11 % Airbus A350 10 % 10 % 10 % 10 % 7 % Boeing 737 MAX 3 % 1 % 1 % 1 % — Boeing 737NG 13 % 15 % 16 % 19 % 22 % Boeing 777-200ER — 1 % 1 % 1 % 2 % Boeing 777-300/300ER 5 % 3 % 4 % 5 % 6 % Boeing 787 20 % 29 % 28 % 25 % 22 % Embraer E190/195/E2 2 % 1 % 1 % — — Other 1 % — — — 2 % Freighter Aircraft 3 % — — — — Boeing 737 2 % — — — — Boeing 747 / 767 / 777 1 % — — — — Total 100 % 100 % 100 % 100 % 100 % New technology aircraft (a) 61 % 63 % 58 % 49 % 37 % (a) New technology aircraft includes Airbus A220 Family, Airbus A320neo Family, Airbus A350, Boeing 737 MAX, Boeing 787 and Embraer E2 aircraft.
(b) Excludes aircraft for which we have cancellation rights that we expect to exercise. 37 The following table presents our owned aircraft portfolio by type of aircraft as a percentage of total net book value as of each of the five years ended December 31, 2022: As of December 31, Aircraft type 2022 2021 2020 2019 2018 Passenger Aircraft 98 % 97 % 100 % 100 % 100 % Airbus A220 Family — — — — — Airbus A320 Family 12 % 13 % 13 % 14 % 16 % Airbus A320neo Family 31 % 27 % 23 % 18 % 14 % Airbus A330 2 % 3 % 4 % 7 % 9 % Airbus A330neo Family — — — — — Airbus A350 10 % 10 % 10 % 10 % 10 % Boeing 737 MAX 4 % 3 % 1 % 1 % 1 % Boeing 737NG 12 % 13 % 15 % 16 % 19 % Boeing 777-200ER — — 1 % 1 % 1 % Boeing 777-300/300ER 4 % 5 % 3 % 4 % 5 % Boeing 787 21 % 20 % 29 % 28 % 25 % Embraer E190/195/E2 1 % 2 % 1 % 1 % — Other 1 % 1 % — — — Freighter Aircraft 2 % 3 % — — — Boeing 737 1 % 2 % — — — Boeing 747/767/777 1 % 1 % — — — Total 100 % 100 % 100 % 100 % 100 % New technology aircraft (a) 66 % 61 % 63 % 58 % 49 % (a) New technology aircraft includes Airbus A220 Family, Airbus A320neo Family, Airbus A330neo Family, Airbus A350, Boeing 737 MAX, Boeing 787 and Embraer E2 aircraft. 38 During the year ended December 31, 2022, we had the following activity related to owned aircraft: Held for operating leases Investment in finance leases, net Held for sale Total owned aircraft Number of owned aircraft at beginning of period 1,517 226 13 1,756 Aircraft purchases 72 — — 72 Aircraft reclassified to held for sale (18) — 18 — Aircraft sold or designated for part-out (a) (85) (41) (17) (143) Aircraft reclassified from investment in finance leases, net 47 (47) — — Write-offs of aircraft (b) (111) (2) — (113) Number of owned aircraft at end of period 1,422 136 14 1,572 (a) Includes 23 aircraft that were reclassified to inventory.
AerCap Materials has a large inventory of aircraft parts to support mid-life and new-generation aircraft and provides ready access to support various aircraft types, including Boeing 737NG, Boeing 777, Embraer, and A320/A320neo Family aircraft. Aviation leases and transactions We lease most of our flight equipment to customers under operating leases.
AerCap Materials has its own dismantlement facility located in Greenwood, Mississippi. AerCap Materials has a large inventory of aircraft parts to support mid-life and new-generation aircraft and provides ready access to support various aircraft types, including Boeing 737NG, Boeing 777, Embraer, and A320/A320neo Family aircraft.
Item 4. Information on the Company Business overview Global leader in aviation leasing We are the global leader in aviation leasing with a portfolio consisting of 3,701 aircraft, engines and helicopters, that were owned, on order or managed as of December 31, 2021.
Item 4. Information on the Company Business overview Global leader in aviation leasing AerCap Holdings N.V. (together with its subsidiaries, “AerCap,” “we,” “us,” or the “Company”) is the industry leader across all areas of aviation leasing with a portfolio consisting of 3,532 aircraft, engines and helicopters, that were owned, on order or managed as of December 31, 2022.
In August 2021, we launched a four-year scholarship program, providing ten scholarships to students of the Faculty of Engineering at the International School of Engineering at Chulalongkorn University, Thailand’s number one ranked university and a world-class leader in aerospace engineering education.
AerCap launched a four-year scholarship program in 2021 in partnership with the Faculty of Engineering at the International School of Engineering at Chulalongkorn University, Thailand, the country’s number one ranked university and a world-class leader in aerospace engineering education. In addition to the scholarships, AerCap provides a range of tailored support to students, including guest lectures, workshops, and summer internships.
Our teams of dedicated marketing and asset trading professionals have been successful in leasing and managing our asset portfolio. During the year ended December 31, 2021, we executed 438 aviation asset transactions. We have an extensive track record of successfully acquiring and integrating companies, including the acquisition of Genesis Lease in 2010 and the acquisition of ILFC in 2014.
Our teams of dedicated marketing and asset trading professionals have been successful in leasing and managing our asset portfolio. During the year ended December 31, 2022, we executed 895 aviation asset transactions.
In addition, we also provide opportunities for employees to move within the organization through continuous development programs, industry insights and training and knowledge sharing sessions as well as through well-being initiatives. We participate in a number of charitable events and industry-related educational programs.
In addition, we also provide opportunities for employees to move and grow within the organization through continuous development programs, industry insights, training and knowledge sharing sessions. In 2022, we introduced a flexible working policy which was well received by our employees.
AerCap is the global leader in aviation leasing with 2,369 aircraft owned, managed or on order, over 900 engines (including engines owned by our Shannon Engine Support joint venture), over 300 owned helicopters, and total assets of $74.6 billion as of December 31, 2021.
AerCap is the global leader in aviation leasing with 2,194 aircraft owned, managed or on order, over 900 engines (including engines owned and managed by SES), over 300 owned helicopters, and total assets of $70 billion as of December 31, 2022. Our ordinary shares are listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol AER.
Our relationships with these customers help us place new flight equipment and remarket existing flight equipment. Over the life of our flight equipment, we seek to increase the returns on our investments by managing the lease rates, time off-lease and financing and maintenance costs, and by carefully timing their sale.
Over the life of our flight equipment, we seek to increase the returns on our investments by managing the lease rates, time off-lease and financing and maintenance costs, and by carefully timing their sale. Our current operating leases have initial terms ranging in length up to approximately 16 years.
Insurance experts advise and make recommendations to us as to the appropriate amount of insurance coverage that we should obtain. Regulation While the air transportation industry is highly regulated, we generally are not directly subject to most of these regulations, as we do not operate our assets.
Regulation While the air transportation industry is highly regulated, we generally are not directly subject to most of these regulations, as we do not operate our assets. Our lessees are subject, however, to extensive regulation under the laws of the jurisdictions in which they are registered and in which they operate.
Aircraft type 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Thereafter Total Passenger Aircraft 123 92 151 130 165 138 81 82 94 106 212 1,374 Airbus A220 Family — — — — — — — — — — 1 1 Airbus A320 Family 59 52 68 55 55 55 31 9 2 6 6 398 Airbus A320neo Family — — — 5 6 7 11 42 49 62 126 308 Airbus A330 13 9 9 4 11 8 1 3 3 — — 61 Airbus A350 — — — — — 3 7 6 8 5 15 44 Boeing 737 MAX — — — — — — — — 16 2 24 42 Boeing 737NG 20 18 41 45 73 42 12 2 — 3 12 268 Boeing 777-200ER 6 2 — — 2 — — — — — — 10 Boeing 777-300 / 300ER 4 6 8 6 3 4 5 3 — 7 3 49 Boeing 787 1 — 3 4 3 9 11 16 15 18 19 99 Embraer E190 / E195 / E2 4 1 7 3 3 3 2 1 1 3 6 34 Other 16 4 15 8 9 7 1 — — — — 60 Freighter Aircraft 2 3 2 2 2 6 9 10 17 2 2 57 Boeing 737 2 1 1 2 — 4 4 10 17 1 2 44 Boeing 747 / 767 / 777 — 2 1 — 2 2 5 — — 1 — 13 Total (a) (b) 125 95 153 132 167 144 90 92 111 108 214 1,431 (a) As of December 31, 2021, scheduled lease expirations through the end of 2023 represented less than 6% of the aggregate net book value of our fleet.
Aircraft type 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Thereafter Total Passenger Aircraft 66 113 129 159 166 114 81 83 103 95 216 1,325 Airbus A220 Family — — — — — — — — — — 5 5 Airbus A320 Family 32 54 68 70 85 53 19 1 8 — 8 398 Airbus A320neo Family — — 5 6 7 11 37 47 55 58 117 343 Airbus A330 2 8 12 11 10 1 — 3 — — — 47 Airbus A330neo Family — — — — — — — — — — 1 1 Airbus A350 — — — — 1 7 6 8 7 3 9 41 Boeing 737 MAX 2 — — — — — — 5 2 — 30 39 Boeing 737NG 18 33 31 57 43 15 — 2 10 14 19 242 Boeing 777-200ER 1 — — 3 — — — — — — — 4 Boeing 777-300ER 3 6 4 1 2 5 3 — — 3 13 40 Boeing 787 1 3 5 3 7 10 16 15 18 11 11 100 Embraer E190/E195/E2 1 7 — 2 3 6 — 2 3 6 3 33 Other 6 2 4 6 8 6 — — — — — 32 Freighter Aircraft 3 1 — 1 3 8 5 17 2 8 1 49 Boeing 737 3 1 — — 2 3 5 17 1 8 1 41 Boeing 747 / 767 / 777 — — — 1 1 5 — — 1 — — 8 Total (a) (b) 69 114 129 160 169 122 86 100 105 103 217 1,374 (a) As of December 31, 2022, scheduled lease expirations through the end of 2024 represented less than 7% of the aggregate net book value of our fleet.
Refer to Exhibit 8.1— List of Subsidiaries of AerCap Holdings N.V. for a complete list of all our subsidiaries. Item 4A. Unresolved Staff Comments Not applicable. Item 5. Operating and Financial Review and Prospects You should read this discussion in conjunction with our audited Consolidated Financial Statements and the related notes included in this annual report.
Refer to Exhibit 8.1— List of Subsidiaries of AerCap Holdings N.V. for a complete list of all our subsidiaries. Item 4A. Unresolved Staff Comments Not applicable.
The following table presents the percentage of our total lease revenue by region based on our lessee’s principal place of business for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, Region 2021 2020 2019 Asia/Pacific/Russia 36 % 38 % 38 % Europe 26 % 27 % 28 % United States/Canada/Caribbean 16 % 14 % 13 % Latin America 12 % 11 % 11 % Africa/Middle East 10 % 10 % 10 % Total 100 % 100 % 100 % For further geographic information on our total lease revenue and long-lived assets, refer to Note 21— Geographic information to our Consolidated Financial Statements included in this annual report. 29 Aircraft and engine services We provide aircraft and engine asset management and corporate services to securitization vehicles, joint ventures and other third parties.
The following table presents the percentage of our total lease revenue by region based on our lessee’s principal place of business for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, Region 2022 2021 2020 Asia/Pacific/Russia 33 % (a) 36 % 38 % Europe 24 % 26 % 27 % United States/Canada/Caribbean 20 % 16 % 14 % Latin America 12 % 12 % 11 % Africa/Middle East 11 % 10 % 10 % Total 100 % 100 % 100 % (a) Total lease revenue related to Russia was recognized until the leasing of our aircraft and engines with Russian airlines was terminated.
Both our aircraft and engines are subject to the airworthiness and other standards imposed by our lessees’ jurisdictions of operation. Laws affecting the airworthiness of flight equipment are generally designed to ensure that all aircraft, engines and related equipment are continuously maintained in proper condition to enable safe operation of the aircraft.
Laws affecting the airworthiness of flight equipment are generally designed to ensure that all aircraft, engines and related equipment are continuously maintained in proper condition to enable safe operation of the aircraft. Most countries’ aviation laws require aircraft and engines to be maintained under an approved maintenance program with defined procedures and intervals for inspection, maintenance and repair.
AerCap Cargo is a global leader in the air cargo market, with more than 25 years’ experience and a global fleet of over 100 aircraft that are owned, serviced or committed for conversion. AerCap Cargo provides 12 types of modern narrowbody and widebody cargo aircraft to approximately 20 customers around the world, including freight forwarders, express delivery and cargo operators.
Approximately 1% of our owned aircraft were undergoing or designated for cargo conversion during the year ended December 31, 2022 and were not calculated as utilized. AerCap Cargo is a global leader in the air cargo market, with more than 25 years’ experience and a global fleet of over 100 aircraft that are owned, serviced or committed for conversion.
These individuals have relevant experience in areas such as governance, sustainability, energy efficiency, charitable outreach, financial reporting and reputational risk management. This approach is designed to provide dedicated oversight to ESG issues at the highest level.
We believe this creates a balance between the execution of strategy at an executive level and the independent oversight and counsel of the experienced board members. These individuals have relevant experience in areas such as governance, sustainability, carbon emissions management, charitable outreach, financial reporting and reputational risk management.
At least 107 countries including the United States, have indicated that they will participate in the voluntary phase-in of CORSIA in 2022.
In October 2016, ICAO adopted CORSIA, a global market-based scheme aimed at reducing carbon dioxide emissions from international aviation that will become mandatory in 2027. At least 115 countries, including the United States, have indicated that they will participate in the voluntary phase-in of CORSIA from 2023.
Since the completion of the GECAS Transaction, we have continued to execute our business strategy described above . 35 Aircraft portfolio The following table presents our aircraft portfolio by type of aircraft as of December 31, 2021: Aircraft type Number of owned aircraft % Net Book Value Number of managed aircraft Number of on order aircraft (b) Total owned, managed and on order aircraft Passenger Aircraft 1,685 97 % 189 417 2,291 Airbus A220 Family 1 — — 10 11 Airbus A320 Family 530 13 % 76 — 606 Airbus A320neo Family 312 27 % 15 265 592 Airbus A330 74 3 % 10 — 84 Airbus A330neo Family — — — 12 12 Airbus A350 44 10 % 6 — 50 Boeing 737 MAX 45 3 % 1 67 113 Boeing 737NG 366 13 % 79 — 445 Boeing 777-200ER 21 — — — 21 Boeing 777-300 / 300ER 49 5 % 1 — 50 Boeing 787 99 20 % 1 25 125 Embraer E190 / E195 / E2 73 2 % — 33 106 Other (a) 71 1 % — 5 76 Freighter Aircraft 71 3 % 7 — 78 Boeing 737 45 2 % 7 — 52 Boeing 747 / 767 / 777 26 1 % — — 26 Total 1,756 100 % 196 417 2,369 (a) Other includes 71 owned aircraft (including 26 Embraer E170/175 aircraft; 22 Boeing 767 aircraft; 19 ATR and De Havilland Canada DHC-8-400 aircraft and four Boeing 757 aircraft) and five regional jet aircraft on order.
During the internship, the students had the opportunity to learn about all technical aspects of an aircraft lease and received cross-departmental training from colleagues in legal, commercial and leasing, contracts and cargo, and also took part in site visits to some of our MRO partner s. 36 Aircraft portfolio The following table presents our aircraft portfolio by type of aircraft as of December 31, 2022: Aircraft type Number of owned aircraft % Net Book Value Number of managed aircraft Number of on order aircraft (b) Total owned, managed and on order aircraft Passenger Aircraft 1,513 98 % 180 435 2,128 Airbus A220 Family 5 — 3 17 25 Airbus A320 Family 457 12 % 69 — 526 Airbus A320neo Family 343 31 % 23 217 583 Airbus A330 55 2 % 9 — 64 Airbus A330neo Family 1 — — 11 12 Airbus A350 41 10 % 6 — 47 Boeing 737 MAX 47 4 % 5 130 182 Boeing 737NG 296 12 % 63 — 359 Boeing 777-200ER 14 — — — 14 Boeing 777-300ER 45 4 % 1 — 46 Boeing 787 100 21 % 1 25 126 Embraer E190/E195/E2 70 1 % — 30 100 Other (a) 39 1 % — 5 44 Freighter Aircraft 59 2 % 7 — 66 Boeing 737 41 1 % 7 — 48 Boeing 747/767/777 18 1 % — — 18 Total 1,572 100 % 187 435 2,194 (a) Other includes 39 owned aircraft (including five Embraer E170/175 aircraft; 12 Boeing 767 aircraft; 19 ATR and De Havilland Canada DHC-8-400 aircraft, and three Boeing 757 aircraft) and five regional jet aircraft on order.
A number of our charitable donations involve the matching of funds raised through employee team efforts for the benefit of local community projects. We, along with other major aircraft leasing companies, are a founder and sponsor of a prestigious master’s degree in aviation finance program at a renowned university.
Several of our charitable initiatives involve the Company’s matching of funds raised through employee team efforts for the benefit of local community projects. In addition to this, AerCap also has a number of longer-term partnerships with charitable organizations.
In December 2021, our Board of Directors established an ESG Committee, which aims to enhance AerCap’s governance of ESG-related risks and opportunities and reflects AerCap’s aspiration to be a leader in this space. The committee comprises three board-level independent directors and members of the AerCap senior leadership team.
Sustainability and community During 2022, the Board-level ESG Committee (“the ESG Committee”) met six times to discuss and review AerCap’s approach to ESG-related topics. The ESG Committee comprises three independent directors of the AerCap Board and three members of the AerCap senior leadership team.
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This reduces our risk of aircraft downtime as well as aircraft transition costs. The terms of our lease extensions reflect the market conditions at the time and typically contain different terms from the original lease.
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We have an extensive track record of successfully acquiring and integrating companies, including the acquisition of Genesis Lease in 2010, the acquisition of International Lease Finance Corporation (“ILFC”) in 2014 and the acquisition of GE Capital Aviation Services (“GECAS”) in 2021.
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In 2021, we raised $30.5 billion of financing, including note issuances in the capital markets, bank debt and revolving credit facilities, $24 billion of which was for the purpose of financing the GECAS Transaction.
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AerCap Cargo provides 12 types of modern narrowbody and widebody cargo aircraft to 16 customers around the world, including e-commerce, express delivery and general cargo operators.
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Most countries’ aviation laws require aircraft and engines to be maintained under an approved maintenance program with defined procedures and intervals for inspection, maintenance and repair. In October 2016, ICAO adopted CORSIA, a global market-based scheme aimed at reducing carbon dioxide emission from international aviation that will become mandatory in 2027.
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Refer to Note 5— Net charges related to Ukraine Conflict to our Consolidated Financial Statements included in this annual report.
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This is an area of law that is rapidly changing and as of yet remains specific to certain jurisdictions.
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For further geographic information on our total lease revenue and long-lived assets, refer to Note 21— Geographic information to our Consolidated Financial Statements included in this annual report. 29 Aircraft and engine services We provide aircraft and engine asset management and corporate services to securitization vehicles, joint ventures and other third parties.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The timing of our purchase obligations is based on current estimates. We have incorporated expected delivery delays into the table above. In addition, we have the right to reschedule the delivery dates of certain of our aircraft to future dates. F-68 AerCap Holdings N.V. and Subsidiaries Notes to the Consolidated Financial Statements (Continued) (U.S.
The timing of our purchase obligations is based on current estimates and incorporates expected delivery delays into the table above. In addition, we have the right to reschedule the delivery dates of certain of our aircraft to future dates.
In addition, we recognized impairment charges related to sales transactions and lease terminations, which were fully or partially offset by maintenance revenue recognized when we retained maintenance related balances or received EOL compensation. We also assessed goodwill for impairment and recognized impairment charges related to goodwill.
Asset impairment charges During 2022, we recognized impairment charges of $96.6 million related to sales transactions, lease amendments where we retained maintenance reserve balances and lease terminations, which were partially offset by maintenance revenue recognized when we retained maintenance-related balances or received EOL compensation.
The following table presents our contractual commitments for the purchase of flight equipment as of December 31, 2021: 2022 2023 2024 2025 2026 Thereafter Total (U.S.
The following table provides details regarding our contractual obligations and their payment dates as of December 31, 2022: 2023 2024 2025 2026 2027 Thereafter Total (U.S.
The AGAT/AICDC Notes are jointly and severally and fully and unconditionally guaranteed by AerCap Holdings N.V. and by AerCap Ireland Limited (“AerCap Ireland”), AerCap Aviation Solutions B.V., ILFC and AerCap U.S. Global Aviation LLC. Except as described below, the AGAT/AICDC Notes are not subject to redemption prior to their stated maturity and there are no sinking fund requirements.
The Junior Subordinated Notes are jointly and severally and fully and unconditionally guaranteed by AerCap Trust, AICDC, AerCap Ireland, AerCap Aviation Solutions B.V., ILFC and AerCap U.S. Global Aviation LLC (the “Subordinated Notes Guarantors”).
We test long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. We perform event-driven impairment assessments of our flight equipment held for operating lease each quarter.
We test flight equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The quarterly impairment assessments are primarily triggered by potential sale transactions, leasing transactions, early terminated leases, credit events impacting lessees or forecasted significant and permanent declines in the demand for asset types.
As of December 31, 2021 and 2020, we held an investment at fair value of $38.4 million and $12.1 million, respectively, based on quoted market price. The valuation of this investment was classified as Level 1. During the year ended December 31, 2021, we recognized a gain on investment at fair value of $2.3 million.
During the years ended December 31, 2022 and 2021, we recognized a loss on investments at fair value of $18 million and a gain on investments at fair value of $2 million, respectively, due to changes in the quoted market prices of our investments at fair value. Income tax benefit (expense).
Dollars in millions) Purchase obligations (a) $ 4,241.0 $ 5,693.8 $ 5,245.5 $ 4,233.0 $ 1,885.7 $ 1,063.1 $ 22,362.1 (a) As of December 31, 2021, we had commitments to purchase 417 aircraft (including 26 purchase and leaseback transactions and excluding aircraft for which we have cancellation rights and aircraft with contracted sales at delivery), 30 engines, 16 helicopters and other commitments.
(b) As of December 31, 2022, we had commitments to purchase 435 aircraft (including 17 purchase and leaseback transactions and excluding aircraft for which we have cancellation rights that we expect to exercise), 47 engines, 18 helicopters and other commitments through 2027.
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Item 5. Operating and Financial Review and Prospects—Contractual obligations. ” During the years ended December 31, 2021, 2020 and 2019, we amortized as interest expense debt issuance costs, debt discounts and debt premium of $65.8 million, $57.2 million and $69.5 million, respectively.
Added
Item 5. Operating and Financial Review and Prospects You should read this discussion in conjunction with our audited Consolidated Financial Statements and the related notes included in this annual report. Our financial statements are presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP.
Removed
AerCap Trust & AICDC Notes From time to time, AerCap Trust and AICDC have co-issued additional senior unsecured notes (the “AGAT/AICDC Notes”).
Added
The discussion below contains forward looking statements that are based upon our current expectations and are subject to uncertainty and changes of circumstances. Refer to “Item 3.
Removed
The following table provides a summary of the outstanding AGAT/AICDC Notes as of December 31, 2021: Maturities of AGAT/AICDC Notes 2022 $ 867,202 2023 4,700,000 2024 6,800,000 2025 3,650,000 2026 5,250,000 Thereafter 12,900,000 $ 34,167,202 All of the AGAT/AICDC Notes bear interest at fixed rates ranging from 0.68% to 6.5%.
Added
Key Information—Risk Factors” and “Special Note About Forward Looking Statements.” Overview Net loss attributable to AerCap Holdings N.V. for the year ended December 31, 2022 was $0.7 billion, compared to net income attributable to AerCap of $1.0 billion for the year ended December 31, 2021.
Removed
We may redeem each series of the AGAT/AICDC Notes in whole or in part, at any time, at a price equal to 100% of the aggregate principal amount plus the applicable “make-whole” premium plus accrued and unpaid interest, if any, to the redemption date. F-40 AerCap Holdings N.V. and Subsidiaries Notes to the Consolidated Financial Statements (Continued) (U.S.
Added
For the year ended December 31, 2022, diluted loss per share was $3.02 and the weighted average number of diluted shares outstanding was 240,486,849. Net cash flows provided by operating activities were $5.2 billion for the year ended December 31, 2022 compared to net cash flows provided by operating activities of $3.7 billion for the year ended December 31, 2021.
Removed
Dollars in thousands or as otherwise stated, except share and per share data) 15. Debt (Continued) The indentures governing the AGAT/AICDC Notes contain customary covenants that, among other things, restrict our, and our restricted subsidiaries’, ability to incur liens on assets and to consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets.
Added
Major developments in 2022 Despite the challenges as a result of the Ukraine Conflict and the continued impact of the Covid-19 pandemic in certain jurisdictions, in 2022 AerCap: • Executed a total of 895 transactions, including 570 lease agreements; • Completed purchases of 109 assets, including 72 new technology owned aircraft, for approximately $4.6 billion; • Completed sales of 165 assets for aggregate proceeds of approximately $2.2 billion, including 120 owned aircraft with an average age of 17 years; • Raised $4.2 billion of financing, consisting primarily of bank debt and revolving credit facilities; and • Signed the ALI Sustainability Charter, the first set of ESG and climate-aligned principles for the aviation industry promoting collaboration and ambition amongst the lessor community.
Removed
The indentures also provide for customary events of default, including, but not limited to, the failure to pay scheduled principal and interest payments on the AGAT/AICDC Notes, the failure to comply with covenants and agreements specified in the indentures, the acceleration of certain other indebtedness resulting from non-payment of that indebtedness and certain events of insolvency.
Added
In addition, in 2022 our ratings outlook was revised to positive by Fitch and Moody’s. 41 Aviation assets During the year ended December 31, 2022, we purchased 72 owned aircraft, 28 engines and nine helicopters for approximately $4.6 billion. As of December 31, 2022, we owned 1,572 aircraft and managed 187 aircraft.
Removed
If any event of default occurs, any amount then outstanding under the indentures may immediately become due and payable. GECAS Acquisition Notes AerCap Trust and AICDC co-issued an aggregate principal amount of $21 billion of senior unsecured notes (the “GECAS Acquisition Notes”) in connection with the GECAS Transaction on October 29, 2021.
Added
We also owned or managed over 900 engines (including engines owned by SES) and over 300 helicopters. As of December 31, 2022, we had 435 new aircraft on order. The average age of our fleet of 1,572 owned aircraft, weighted by net book value, was 7.2 years as of December 31, 2022.
Removed
The GECAS Acquisition Notes consist of $1.75 billion aggregate principal amount of 1.15% Senior Notes due 2023, $3.25 billion aggregate principal amount of 1.65% Senior Notes due 2024, $1.0 billion aggregate principal amount of 1.75% Senior Notes due 2024, $3.75 billion aggregate principal amount of 2.45% Senior Notes due 2026, $3.75 billion aggregate principal amount of 3.0% Senior Notes due 2028, $4.0 billion aggregate principal amount of 3.3% Senior Notes due 2032, $1.5 billion aggregate principal amount of 3.4% Senior Notes due 2033, $1.5 billion aggregate principal amount of 3.85% Senior Notes due 2041 and $500 million aggregate principal amount of Floating Rate Senior Notes due 2023.
Added
Significant components of revenues and expenses Revenues and other income Our revenues and other income consist primarily of basic lease rents, maintenance rents and other receipts, net gain on sale of assets and other income.
Removed
The GECAS Acquisition Notes are fully and unconditionally guaranteed on a senior unsecured basis by AerCap and certain other AerCap subsidiaries.
Added
Basic lease rents and maintenance rents and other receipts Our aircraft lease agreements generally provide for the periodic payment of a fixed or a floating amount of rent. Floating rents for aircraft are tied to interest rates during the terms of the respective leases.
Removed
The proceeds from the issuance of the GECAS Acquisition Notes were used to fund a portion of the cash consideration to be paid in the GECAS Transaction, and to pay related fees and expenses, with any excess proceeds to be used for general corporate purposes.
Added
During the year ended December 31, 2022, 1.8% of our basic lease rents from aircraft under operating leases was attributable to leases with lease rates tied to floating interest rates.
Removed
On November 1, 2021, AerCap Trust and AICDC also co-issued an aggregate principal amount of $1 billion of 1.90% senior unsecured notes due 2025 to a subsidiary of GE in connection with the closing of the GECAS Transaction.
Added
In addition, our leases require the payment of supplemental maintenance rent based on aircraft utilization during the lease term, or EOL compensation calculated with reference to the condition of the aircraft at lease expiration.
Removed
Revolving credit facilities In March 2018, AerCap entered into a $950 million unsecured revolving and term loan agreement (the “Asia Revolver”) with a maturity of March 2022. In August 2021, AerCap amended and extended the Asia Revolver, reducing its size to $684 million and extending its maturity to February 2024.
Added
The amount of basic lease rents and maintenance rents and other receipts (together, “lease revenue”) we recognize is primarily influenced by the following five factors: • 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 and other receipts recognized during the lease and accrued maintenance liabilities recognized as revenue at the end of a lease.
Removed
In March 2014, AICDC entered into a senior unsecured revolving credit facility (the “Citi Revolver I”). In October 2019, AICDC amended the Citi Revolver I, increased the size to $4 billion (with an option for AerCap to increase the size by an additional $0.5 billion) and extended the maturity to February 2024.
Added
In addition to aircraft-specific factors such as the type, condition and age of the aircraft, the lease rates for our leases with fixed rental payments are initially determined in part by reference to the prevailing interest rate for a debt instrument with a term similar to the lease term and with a similar credit quality as the lessee at the time we enter into the lease.
Removed
On March 30, 2021, AerCap and AICDC entered into a $4.35 billion unsecured revolving credit agreement (the “Citi Revolver II”) with a syndicate of lenders and Citibank N.A., as administrative agent, and a maturity of September 30, 2025.
Added
Many of the factors described above are influenced by global and regional economic trends, airline market conditions, the supply and demand balance for the type of aircraft we own and our ability to remarket our aircraft subject to expiring lease contracts under favorable economic terms.
Removed
On March 30, 2021, the Citi Revolver I was amended such that the terms of both the Citi Revolver I and the Citi Revolver II are the same (the “Citi Revolvers”). The obligations under the revolving credit facilities are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries.
Added
As of December 31, 2022, 1,491 of our 1,572 owned aircraft were on lease, with no lessee representing more than 10% of total lease revenue for the year ended December 31, 2022. As of December 31, 2022, our owned aircraft portfolio included 81 aircraft that were off-lease.
Removed
Availability of borrowings under the revolving credit facilities is subject to the satisfaction of customary conditions precedent. We have the right to terminate or cancel, in whole or in part, the unused portions of the commitment amounts. Availability of borrowings under the Citi Revolver II commenced upon the Closing Date.
Added
As of February 24, 2023, of the 81 aircraft, 37 were re-leased or under commitments for re-lease, 34 aircraft were designated for sale or part-out (which represented less than 1% of the aggregate net book value of our fleet), eight aircraft were being marketed for re-lease (which represented less than 1% of the aggregate net book value of our fleet) and two aircraft were sold.
Removed
The Revolving credit facilities contain covenants customary for unsecured financings of this type, including financial covenants that require us to maintain compliance with a maximum ratio of consolidated indebtedness to shareholders’ equity, a minimum fixed charge coverage ratio and a maximum ratio of unencumbered assets to certain financial indebtedness.
Added
Net gain on sale of assets Our net gain on sale of assets is generated from the sale of our flight equipment and is largely dependent on the condition of the asset being sold, prevailing interest rates, airline market conditions and the supply and demand balance for the type of asset we are selling.
Removed
The facilities also contain covenants that, among other things, restrict, subject to certain exceptions, the ability of AerCap to sell assets, make certain restricted payments and incur certain liens. F-41 AerCap Holdings N.V. and Subsidiaries Notes to the Consolidated Financial Statements (Continued) (U.S. Dollars in thousands or as otherwise stated, except share and per share data) 15.
Added
The timing of aircraft sale closings is often uncertain, as a sale may be concluded swiftly or negotiations may extend over several weeks or months.
Removed
Debt (Continued) Export credit facilities The principal amounts under the export credit facilities amortize over ten -to 12-year terms. The export credit facilities require that SPEs controlled by the respective borrowers hold legal title to the financed flight equipment. Obligations under the export credit facilities are secured by, among other things, a pledge of the shares of the SPEs.
Added
As a result, even if net gain on sale of assets is comparable over a long period of time, during any particular reporting period we may close significantly more or fewer sale transactions than in other reporting periods.
Removed
The obligations under the export credit facilities are guaranteed by AerCap Holdings N.V. and/or certain of its subsidiaries, as well as various export credit agencies.
Added
Accordingly, net gain on sale of assets recorded in one reporting period may not be comparable to net gain on sale of assets in other reporting periods. 42 Other income Other income consists of proceeds from claims sales, interest revenue, management fee revenue, insurance proceeds and income related to other miscellaneous activities.
Removed
Institutional secured term loans and secured portfolio loans The following table provides details regarding the terms of our outstanding institutional secured term loans and secured portfolio loans: As of December 31, 2021 2020 Collateral (Number of aircraft) (a) Amount outstanding Weighted average interest rate Maturity Amount outstanding Institutional secured term loans Setanta 94 $ 2,000,000 2.14 % 2028 $ — Hyperion 58 1,050,000 1.97 % 2023 1,050,000 Secured portfolio loans Celtago & Celtago II 25 869,550 2.77 % 2025 984,076 Cesium 15 726,398 2.78 % 2025 791,480 Goldfish 13 616,649 1.62 % 2025 671,060 Scandium 10 573,770 3.14 % 2025 627,555 Rhodium 11 506,202 2.97 % 2026 551,209 Other secured facilities 51 2,085,965 2.87 % 2022-2032 2,314,253 277 $ 8,428,534 $ 6,989,633 (a) These loans are secured by a combination of aircraft and the equity interests in the borrower and certain special purpose entity (“SPE”) subsidiaries of the borrower that own the aircraft.
Added
Our interest revenue is derived primarily from interest on unrestricted and restricted cash balances and on financial instruments we hold, such as notes receivable, loans receivable and subordinated debt investments in unconsolidated securitization vehicles or affiliates.
Removed
Institutional secured term loans The Hyperion institutional term loan was originally entered into in 2014. The obligations of the borrowers of the loan are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries. A $2 billion institutional secured term loan (“Setanta”) was entered into on November 5, 2021.
Added
The amount of interest revenue we recognize in any period is influenced by our unrestricted or restricted cash balances, the principal balance of financial instruments we hold, contracted or effective interest rates, and movements in provisions for financial instruments which can affect adjustments to valuations or provisions.
Removed
The proceeds from the Setanta loan were used to repay the amount borrowed under the Term Loan Credit Agreement. The obligations of the borrowers of the loan are guaranteed by AerCap Holdings N.V. and AerCap Ireland.
Added
We generate management fee revenue by providing management services to non-consolidated aircraft securitization vehicles, joint ventures, and other third parties. Our management services include aircraft asset management services, such as leasing, remarketing and technical advisory services, cash management and treasury services, and accounting and administrative services.
Removed
Both the Hyperion loan and the Setanta loan contain customary covenants and events of default for financings of this type, including covenants that limit the ability of the subsidiary borrowers and their subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of the guarantors, the subsidiary borrowers and their subsidiaries to consolidate, merge or dispose of all or substantially all of their assets and enter into transactions with affiliates.
Added
Operating expenses Our operating expenses consist primarily of depreciation and amortization, net charges related to Ukraine Conflict, interest expense, leasing expenses and selling, general and administrative expenses. Depreciation and amortization Our depreciation expense is influenced by the adjusted gross book values, depreciable lives and estimated residual values of our flight equipment.
Removed
Secured portfolio loans The obligations of each of the respective borrowers under each secured portfolio loan are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries. F-42 AerCap Holdings N.V. and Subsidiaries Notes to the Consolidated Financial Statements (Continued) (U.S. Dollars in thousands or as otherwise stated, except share and per share data) 15.
Added
Adjusted gross book value is the original cost of our flight equipment, adjusted for subsequent capitalized improvements, impairments and accounting basis adjustments associated with a business combination or a purchase and leaseback transaction. In addition, we have definite-lived intangible assets which are amortized over the period which we expect to derive economic benefits from such assets.
Removed
Debt (Continued) These loans contain customary covenants and events of default for financings of this type, including covenants that limit the ability of the borrower and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of the guarantors and the borrower and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets or enter into transactions with affiliates.
Added
Net charges related to Ukraine Conflict The Ukraine Conflict, including the sanctions and the actions of our former Russian lessees and the Russian government, represents an unusual and infrequent event that is classified separately on our Consolidated Income Statements.
Removed
AerFunding Revolving Credit Facility AerFunding 1 Limited (“AerFunding”) is an SPE whose share capital is owned 95% by a charitable trust and 5% by AerCap Ireland. AerFunding is a consolidated subsidiary formed for the purpose of acquiring aircraft assets. In April 2006, AerFunding entered into a non-recourse senior secured revolving credit facility.
Added
During the year ended December 31, 2022, we recognized a pre-tax net charge of $2.7 billion to our earnings, comprised of write-offs and impairments of flight equipment, which were partially offset by the derecognition of lease-related assets and liabilities (including maintenance rights and lease premium intangible assets, maintenance liabilities, security deposits and other balances) and the collection of letter of credit proceeds.
Removed
In December 2020, this facility was amended to extend its revolving period to June 2022, following which there is a 32-month term out period.
Added
We recognized a total loss write-off on our assets that remain in Russia and Ukraine, and impairment losses on the assets we have recovered from Russian and Ukrainian airlines. The impairments recognized on assets recovered from Russian and Ukrainian airlines were based on the expected commercial strategy and corresponding cash flow estimates for each asset.
Removed
Borrowings under the AerFunding Revolving Credit Facility are secured by, among other things, security interests in and pledges or assignments of equity ownership and beneficial interests in all of the subsidiaries of AerFunding, as well as by AerFunding’s interests in the leases of its assets.
Added
Refer to Note 5— Net charges related to Ukraine Conflict to our Consolidated Financial Statements included in this annual report. Interest expense Our interest expense arises from a variety of debt funding structures and related derivative financial instruments as described in “Item 11.
Removed
In March 2022, AerFunding amended this facility, extending the revolving period to September 2024, following which there is a 30-month term out period. The final maturity date of the AerFunding Revolving Credit Facility is March 2027.
Added
Quantitative and Qualitative Disclosures About Market Risk,” Note 13— Derivative financial instruments and Note 16— Debt to our Consolidated Financial Statements included in this annual report.
Removed
Other secured debt AerCap has entered into a number of financings, provided by a range of banks and non-bank financial institutions, to fund the purchase of aircraft and for general corporate purposes.
Added
Interest expense in any period is primarily affected by contracted interest rates, amortization of fair value adjustments, amortization of debt issuance costs and debt discounts and premiums, principal amounts of indebtedness and unrealized mark-to-market gains or losses on derivative financial instruments for which we do not achieve cash flow hedge accounting treatment.
Removed
The majority of the financings are guaranteed by AerCap and are secured by, among other things, a pledge of the shares of the subsidiaries owning the related aircraft and, in certain cases, a mortgage on the applicable aircraft. All of our financings contain affirmative covenants customary for secured financings of this type.
Added
Leasing expenses Our leasing expenses consist primarily of maintenance rights asset amortization expense, maintenance expenses on our flight equipment, which we incur during the lease through lessor maintenance contributions or when we perform maintenance on our off-lease aircraft, expenses we incur to monitor the maintenance condition of our flight equipment during a lease, expenses to transition flight equipment from an expired lease to a new lease contract, non-capitalizable flight equipment expenses, and provisions for credit losses on notes receivable, trade receivables, loans and investment in finance leases, net. 43 Maintenance rights assets are recognized when we acquire flight equipment subject to existing leases.
Removed
Subordinated debt The following table provides a summary of the outstanding subordinated debt as of December 31, 2021: As of December 31, 2021 2020 Amount outstanding Weighted average interest rate Maturity Amount outstanding ECAPS Subordinated Notes (a) $ 1,000,000 3.47 % 2065 $ 1,000,000 2045 Subordinated Notes 500,000 6.50 % 2045 500,000 2079 Subordinated Notes 750,000 5.88 % 2079 750,000 $ 2,250,000 $ 2,250,000 (a) Enhanced Capital Advantaged Preferred Securities (“ECAPS”).
Added
These assets represent the contractual right to receive the aircraft in a specified maintenance condition at the end of the lease under lease contracts with EOL payment provisions, or our right to receive the aircraft in better maintenance condition due to aircraft maintenance events performed by the lessee either through reimbursement of maintenance deposit rents held under lease contracts with maintenance reserve (“MR”) provisions, or through a lessor contribution to the lessee.
Removed
ECAPS Subordinated Notes In December 2005, ILFC issued two tranches of subordinated notes in an aggregate principal amount of $1 billion. Both the $400 million and $600 million tranches have a floating interest rate, with margins of 1.80% and 1.55% respectively, plus the highest of three -month LIBOR, ten -year constant maturity U.S. Treasury, and 30-year constant maturity U.S. Treasury.
Added
For leases with EOL maintenance provisions, upon lease termination, we recognize receipt of EOL cash compensation as lease revenue to the extent those receipts exceed the EOL maintenance rights asset, and we recognize leasing expenses when the EOL maintenance rights asset exceeds the EOL cash received.
Removed
Upon consummation of the ILFC Transaction, the subordinated notes were assumed by AerCap Trust, and AerCap Holdings N.V. and certain of its subsidiaries became guarantors. ILFC remains a co-obligor under the indentures governing the subordinated notes. The addition of these subsidiary guarantors did not affect the subordinated ranking of these notes.
Added
For leases with maintenance reserve payment provisions, we recognize maintenance rights expense at the time the lessee submits a reimbursement claim and provides the required documentation related to the cost of a qualifying maintenance event that relates to pre-acquisition usage.
Removed
F-43 AerCap Holdings N.V. and Subsidiaries Notes to the Consolidated Financial Statements (Continued) (U.S. Dollars in thousands or as otherwise stated, except share and per share data) 15. Debt (Continued) The ECAPS contain customary financial tests, including a minimum ratio of equity to total managed assets and a minimum fixed charge coverage ratio.
Added
Selling, general and administrative expenses Our selling, general and administrative expenses consist primarily of personnel expenses, including salaries, benefits and severance compensation, share-based compensation expense, professional and advisory costs, office facility expenses and travel expenses, as summarized in Note 22— Selling, general and administrative expenses to our Consolidated Financial Statements included in this annual report.
Removed
Failure to comply with these financial tests will result in a “mandatory trigger event.” If a mandatory trigger event occurs and we are unable to raise sufficient capital in a manner permitted by the terms of the subordinated debt to cover the next interest payment on the subordinated debt, a “mandatory deferral event” will occur, requiring us to defer all interest payments and prohibiting the payment of cash dividends on AerCap Trust’s or ILFC’s capital stock or its equivalent until both financial tests are met or we have raised sufficient capital to pay all accumulated and unpaid interest on the subordinated debt.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

67 edited+19 added−14 removed80 unchanged
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 earnings per share (“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 As of December 31, 2021, our Group Executive Committee members were Aengus Kelly, Peter Juhas and Peter Anderson.
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 earnings per share (“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 As of December 31, 2022, our Group Executive Committee members were Aengus Kelly, Peter Juhas and Peter Anderson.
Prior to joining AerCap he worked at Deloitte and Touche in Amsterdam where he served as Manager Transactions Services. Mr. Ligthart received his B.A in Commercial Economics from Inholland University, and his MSc in Finance Management from Nyenrode Business University. 64 Martin Olson. Mr. Olson assumed the position of Head of OEM Relations following the acquisition of ILFC by AerCap.
Prior to joining AerCap he worked at Deloitte and Touche in Amsterdam where he served as Manager Transactions Services. Mr. Ligthart received his B.A in Commercial Economics from Inholland University, and his MSc in Finance Management from Nyenrode Business University. Martin Olson. Mr. Olson assumed the position of Head of OEM Relations following the acquisition of ILFC by AerCap.
(a computer work station company) from 1984 to 1990. Mr. Dacier received a B.A. in history and a J.D. in 1983 from Marquette University. He is admitted to practice law in the Commonwealth of Massachusetts and the state of Wisconsin. 61 Aengus Kelly. Mr. Kelly was appointed Executive Director and Chief Executive Officer of AerCap on May 18, 2011.
(a computer work station company) from 1984 to 1990. Mr. Dacier received a B.A. in history and a J.D. in 1983 from Marquette University. He is admitted to practice law in the Commonwealth of Massachusetts and the state of Wisconsin. Aengus Kelly. Mr. Kelly was appointed Executive Director and Chief Executive Officer of AerCap on May 18, 2011.
The Chairman of the Board is responsible for ensuring, among other things, that (i) each director receives all information about matters that he or she may deem useful or necessary in connection with the proper performance of his or her duties; (ii) each director has sufficient time for consultation and decision making; and (iii) the Board of Directors and the board committees are properly constituted and functioning. 70 Each director has the right to cast one vote and may be represented at a meeting of the Board of Directors by a fellow director.
The Chairman of the Board is responsible for ensuring, among other things, that (i) each director receives all information about matters that he or she may deem useful or necessary in connection with the proper performance of his or her duties; (ii) each director has sufficient time for consultation and decision making; and (iii) the Board of Directors and the board committees are properly constituted and functioning. 68 Each director has the right to cast one vote and may be represented at a meeting of the Board of Directors by a fellow director.
The compensation package of our Chief Executive Officer, consisting of base salary, annual bonus, annual stock bonus and a long-term equity incentive award, along with other benefits, is determined by the Board of Directors, upon the recommendation of the Nomination and Compensation Committee, in accordance with the remuneration policy approved by the General Meeting of Shareholders. 67 The amount of the annual bonus and, if applicable, the amount of the annual stock bonus granted to our Group Executive Committee members and other participating officers are determined by the Nomination and Compensation Committee (or, in the case of our Chief Executive Officer, the Board of Directors, upon the recommendation of the Nomination and Compensation Committee) based on the Company’s performance relative to the U.S.
The compensation package of our Chief Executive Officer, consisting of base salary, annual bonus, annual stock bonus and a long-term equity incentive award, along with other benefits, is determined by the Board of Directors, upon the recommendation of the Nomination and Compensation Committee, in accordance with the remuneration policy approved by the General Meeting of Shareholders. 65 The amount of the annual bonus and, if applicable, the amount of the annual stock bonus granted to our Group Executive Committee members and other participating officers are determined by the Nomination and Compensation Committee (or, in the case of our Chief Executive Officer, the Board of Directors, upon the recommendation of the Nomination and Compensation Committee) based on the Company’s performance relative to the U.S.
The Audit Committee is comprised of non-executive directors who are “independent” as defined by Rule 10A-3 under the Exchange Act. At least one of them shall have the necessary financial qualifications. As of December 31, 2021, the members of our Audit Committee were James (Jim) Lawrence (Chairman), Julian (Brad) Branch, Richard (Michael) Gradon, and Michael Walsh.
The Audit Committee is comprised of non-executive directors who are “independent” as defined by Rule 10A-3 under the Exchange Act. At least one of them shall have the necessary financial qualifications. As of December 31, 2022, the members of our Audit Committee were James (Jim) Lawrence (Chairman), Julian (Brad) Branch, Richard (Michael) Gradon, and Michael Walsh.
As the global leader in aviation leasing, we seek to attract and retain the most talented and successful officers to manage our business and to motivate them with appropriate incentives to execute our strategy and to promote and encourage continued superior performance over a prolonged period of time, in support of achieving the objectives of long-term value creation and appropriate risk-taking.
As the global leader in aviation leasing, we seek to attract and retain the most talented and successful officers to manage our business and to motivate them with appropriate incentives to execute our strategy and to promote and encourage continued superior performance over a prolonged period of time, in support of achieving the objectives of long-term value creation.
Manifold was appointed Head of Commercial Operations following AerCap’s acquisition of GECAS in November 2021. He has 28 years of industry experience including management roles with responsibility for finance, pricing, asset purchasing, portfolio management and strategy. Immediately prior to joining AerCap he was EVP Commercial Operations at GECAS with responsibility for new aircraft acquisitions, portfolio placement and pricing.
Manifold was appointed Head of Commercial Operations following AerCap’s acquisition of GECAS in November 2021. He has 29 years of industry experience including management roles with responsibility for finance, pricing, asset purchasing, portfolio management and strategy. Immediately prior to joining AerCap he was EVP Commercial Operations at GECAS with responsibility for new aircraft acquisitions, portfolio placement and pricing.
Members of the Group Executive Committee regularly attend Board meetings. 71 Group Portfolio and Investment Committee Our Group Portfolio and Investment Committee is entrusted with the authority to consent to transactions relating to the acquisition and disposal of aircraft, engines and financial assets that are in excess of $250 million but less than $600 million, among others.
Members of the Group Executive Committee regularly attend Board meetings. 69 Group Portfolio and Investment Committee Our Group Portfolio and Investment Committee is entrusted with the authority to consent to transactions relating to the acquisition and disposal of aircraft, engines and financial assets that are in excess of $250 million but less than $600 million, among others.
He received a B.A. and M.B.A. from the University of North Carolina. Stacey Cartwright. Ms. Cartwright has been a Director of AerCap since April 24, 2019. She is also currently a Non-Executive Director of Savills PLC, Genpact and Majid al Futtaim LEC. She also Chairs the Advisory Committee of Majid al Futtaim Lifestyle. Ms.
He received a B.A. and M.B.A. from the University of North Carolina. Stacey Cartwright. Ms. Cartwright has been a Director of AerCap since April 24, 2019. She is also currently a Non-Executive Director of Savills PLC, Genpact and Majid al Futtaim Entertainment. She also Chairs the Advisory Committee of Majid al Futtaim Lifestyle. Ms.
It is chaired by our Chief Financial Officer and is comprised of non-executive directors and officers appointed by the Nomination and Compensation Committee. As of December 31, 2021, the members of our Group Portfolio and Investment Committee were Peter Juhas, Aengus Kelly, Robert (Bob) Warden, Bart Ligthart and Rita Forst.
It is chaired by our Chief Financial Officer and is comprised of non-executive directors and officers appointed by the Nomination and Compensation Committee. As of December 31, 2022, the members of our Group Portfolio and Investment Committee were Peter Juhas, Aengus Kelly, Robert (Bob) Warden, Bart Ligthart and Rita Forst.
It is chaired by the Chairman of our Board of Directors and is further comprised of up to four non-executive directors appointed by the Board of Directors. As of December 31, 2021, the members of our Nomination and Compensation Committee were Paul Dacier (Chairman), Michael Walsh, Jennifer VanBelle, Robert (Bob) Warden and Stacey Cartwright.
It is chaired by the Chairman of our Board of Directors and is further comprised of up to four non-executive directors appointed by the Board of Directors. As of December 31, 2022, the members of our Nomination and Compensation Committee were Paul Dacier (Chairman), Michael Walsh, Jennifer VanBelle, Robert (Bob) Warden and Stacey Cartwright.
As of December 31, 2021, the members of our Group Executive Committee were Aengus Kelly, Peter Juhas and Peter Anderson. The members of the Group Executive Committee assist the Chief Executive Officer in performing his duties and as such have managerial and policy making functions within the Company in their respective areas of responsibility.
As of December 31, 2022, the members of our Group Executive Committee were Aengus Kelly, Peter Juhas and Peter Anderson. The members of the Group Executive Committee assist the Chief Executive Officer in performing his duties and as such have managerial and policy making functions within the Company in their respective areas of responsibility.
Canniffe was appointed Group Treasurer of AerCap in January 2018, previously serving as Head of Investor Relations since joining the Company in October 2016. He has over 20 years’ experience in banking, lending and the capital markets. Prior to joining AerCap, Mr.
Canniffe was appointed Group Treasurer of AerCap in January 2018, previously serving as Head of Investor Relations since joining the Company in October 2016. He has over 25 years’ experience in banking, lending and the capital markets. Prior to joining AerCap, Mr.
As of December 31, 2021, we did not have any directors other than the executive director who were in charge of day-to-day management. 68 AerCap equity incentive plans Under our equity incentive plans, we have granted restricted stock units, restricted stock and, previously, stock options to directors, officers and employees to attract and retain them on competitive terms, and to incentivize superior performance with a view to creating long-term value for the benefit of the Company, its shareholders and other stakeholders.
As of December 31, 2022, we did not have any directors other than the executive director who were in charge of day-to-day management. 66 AerCap equity incentive plans Under our equity incentive plans, we have granted restricted stock units, restricted stock and, previously, stock options to directors, officers and employees to attract and retain them on competitive terms, and to incentivize superior performance with a view to creating long-term value for the benefit of the Company, its shareholders and other stakeholders.
Directors Our Board of Directors currently consists of ten directors, nine of whom are non-executive directors. Paul Dacier. Mr. Dacier has been a Director of AerCap since May 27, 2010. He is also currently the general counsel at Indigo Agriculture, a privately held start-up company, and he is on the Board of Directors of Progress Software Inc.
Directors Our Board of Directors currently consists of 11 directors, ten of whom are non-executive directors. 59 Paul Dacier. Mr. Dacier has been a Director of AerCap since May 27, 2010. He is also currently the general counsel at Indigo Agriculture, a privately held start-up company, and he is on the Board of Directors of Progress Software Inc.
All members of the Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors. 66 Executive compensation The aviation leasing business is highly competitive.
All members of the Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors. 64 Executive compensation The aviation leasing business is highly competitive.
In 2021, the Audit Committee met on seven occasions. Throughout the year, the members of the Audit Committee were in close contact with our Chief Executive Officer, our Chief Financial Officer, our internal auditors and our external auditors.
In 2022, the Audit Committee met on seven occasions. Throughout the year, the members of the Audit Committee were in close contact with our Chief Executive Officer, our Chief Financial Officer, our internal auditors and our external auditors.
As of December 31, 2021, the members of our Group Treasury and Accounting Committee were Peter Juhas, Aengus Kelly, Paul Dacier, Brian Canniffe and Robert (Bob) Warden.
As of December 31, 2022, the members of our Group Treasury and Accounting Committee were Peter Juhas, Aengus Kelly, Paul Dacier, Brian Canniffe and Robert (Bob) Warden.
Ligthart joined the AerCap Trading team in 2007. He was appointed to the position of Head of Trading and Portfolio Management in 2018 and as Chief Investment Officer in March 2022. Mr. Ligthart has 14 years’ experience in aircraft trading and portfolio management in both wide and narrowbody aircraft.
Ligthart joined the AerCap Trading team in 2007. He was appointed to the position of Head of Trading and Portfolio Management in September 2018 and as Chief Investment Officer in March 2022. Mr. Ligthart has 15 years’ experience in aircraft trading and portfolio management in both wide and narrowbody aircraft.
However, we believe that the current composition of the Board enables it to operate effectively and independently, considering that the non-executive directors are carefully selected based upon their combined experience and expertise. The average tenure of our non-executive directors as of December 31, 2021, was 6.8 years. The directors are appointed by the general meeting of the shareholders.
However, we believe that the current composition of the Board enables it to operate effectively and independently, considering that the non-executive directors are carefully selected based upon their combined experience and expertise. The average tenure of our non-executive directors as of December 31, 2022, was 6.7 years. The directors are appointed by the general meeting of the shareholders.
(b) Includes six part-time employees as of December 31, 2021 and one part-time employee as of December 31, 2020 and 2019, respectively. None of our employees are covered by a collective bargaining agreement, and we believe that we maintain excellent employee relations.
(b) Includes one part-time employee as of December 31, 2022, six part-time employees as of December 31, 2021 and one part-time employee as of December 31, 2020. None of our employees are covered by a collective bargaining agreement, and we believe that we maintain excellent employee relations.
Refer to Note 19— Share-based compensation to our Consolidated Financial Statements included in this annual report for more details on our equity incentive plans. 69 Board Practices General Our Board of Directors currently consists of ten directors, nine of whom are non-executive directors.
Refer to Note 19— Share-based compensation to our Consolidated Financial Statements included in this annual report for more details on our equity incentive plans. 67 Board Practices General Our Board of Directors currently consists of 11 directors, ten of whom are non-executive directors.
During his career at AerCap, Mr. Anderson has served as Head of EMEA and as Head of Asia Pacific and China, managing AerCap’s leasing activities teams in those regions. From 2011, Mr. Anderson worked in the leasing team at ILFC, establishing and leading the Singapore office until AerCap’s acquisition of ILFC in 2014. Mr.
Anderson has served as Head of EMEA and as Head of Asia Pacific and China, managing AerCap’s leasing activities teams in those regions. From 2011, Mr. Anderson worked in the leasing team at ILFC, establishing and leading the Singapore office until AerCap’s acquisition of ILFC in 2014. Mr.
The awards may comprise restricted stock and restricted stock units, as specified in the paragraph below regarding share ownership: 2022 2023 2024 2025 2026 Aengus Kelly 859,960 684,812 — 2,000,000 1,500,000 Peter Juhas 188,264 — — 151,625 150,812 Peter Anderson 20,000 — — 313,953 — We require our Group Executive Committee members to own Company ordinary shares having a value equal to at least five times their annual base salary (ten times in the case of the Chief Executive Officer), in order to further align their interests with the long-term interests of our shareholders.
The awards may comprise restricted stock and restricted stock units, as specified in the paragraph below regarding share ownership: 2023 2024 2025 2026 2027 Aengus Kelly 684,812 — 2,053,996 1,500,000 — Peter Juhas — — 151,625 150,812 — Peter Anderson — — 313,953 — — We require our Group Executive Committee members to own Company ordinary shares having a value equal to at least five times their annual base salary (ten times in the case of the Chief Executive Officer), in order to further align their interests with the long-term interests of our shareholders.
One of our non-executive directors was appointed to the Board by GE in connection with the GECAS Transaction and the shareholder agreement between AerCap and GE—refer to Note 4— GECAS Transaction to our Consolidated Financial Statements included in this annual report.
Two of our non-executive directors were appointed to the Board by GE in connection with the GECAS Transaction and the shareholder agreement between AerCap and GE—refer to Note 4— GECAS Transaction to our Consolidated Financial Statements included in this annual report.
During the year ended December 31, 2021, we paid an aggregate of approximately $13.0 million in cash (base salary and bonuses) and benefits as compensation to our Group Executive Committee members, including approximately $0.4 million as part of their retirement and pension plans.
During the year ended December 31, 2022, we paid an aggregate of approximately $14.7 million in cash (base salary and bonuses) and benefits as compensation to our Group Executive Committee members, including approximately $0.4 million as part of their retirement and pension plans.
In 2021, the Board of Directors met on 19 occasions. Throughout the year, the Chairman of the Board and individual non-executive directors were in close contact with our Chief Executive Officer and the other Group Executive Committee members.
In 2022, the Board of Directors met on 11 occasions. Throughout the year, the Chairman of the Board and individual non-executive directors were in close contact with our Chief Executive Officer and the other Group Executive Committee members.
Walsh has been a Director of AerCap since May 5, 2017. He previously served as a Non-Executive Director, including Chairman, of a number of companies which finance and lease aircraft and trains throughout the world. Mr. Walsh has over 30 years’ experience as a Non-Executive Director, senior executive and commercial lawyer in the aircraft leasing and financing industry.
He previously served as a Non-Executive Director, including Chairman, of a number of companies which finance and lease aircraft and trains throughout the world. Mr. Walsh has over 30 years’ experience as a Non-Executive Director, senior executive and commercial lawyer in the aircraft leasing and financing industry.
Pursuant to this legislation, bonuses paid to the executive director (and other directors, as defined under the articles of association, provided they are in charge of day-to-day management) may be clawed back if awarded on the basis of incorrect information.
The Company is subject to the Netherlands’ Clawback of Bonuses Act. Pursuant to this legislation, bonuses paid to the executive director (and other directors, as defined under the articles of association, provided they are in charge of day-to-day management) may be clawed back if awarded on the basis of incorrect information.
Directors, Senior Management and Employees Directors and officers Name Age Position Date of First Appointment End Current Term (a) Directors Paul Dacier 64 Non-Executive Chairman of the Board of Directors May 2010 2025 AGM Aengus Kelly 48 Executive Director and Chief Executive Officer May 2011 2026 AGM Julian (Brad) Branch 67 Non-Executive Director April 2018 2022 AGM Stacey Cartwright 58 Non-Executive Director April 2019 2023 AGM Rita Forst 66 Non-Executive Director April 2019 2023 AGM Richard (Michael) Gradon 62 Non-Executive Director May 2010 2022 AGM James (Jim) Lawrence 69 Non-Executive Director May 2017 2025 AGM Jennifer VanBelle 53 Non-Executive Director November 2021 2025 AGM Michael Walsh 55 Non-Executive Director May 2017 2025 AGM Robert (Bob) Warden 49 Non-Executive Director July 2006 2022 AGM Officers Peter Juhas 50 Chief Financial Officer Brian Canniffe 49 Group Treasurer Peter Anderson 46 Chief Commercial Officer Vincent Drouillard 46 General Counsel Joe Venuto 62 Chief Technical Officer Anton Joiner 51 Chief Risk Officer Jorg Koletzki 54 Chief Information Officer Risteard Sheridan 47 Company Secretary and Chief Compliance Officer Theresa Murray 54 Head of Human Resources Bart Ligthart 40 Chief Investment Officer Martin Olson 59 Head of OEM Relations John Govan 50 Head of EMEA Bashir Hajir 54 Head of Americas Emmanuel Herinckx 49 Head of Asia Pacific Pat Sheedy 42 President and CEO, Milestone Aviation Tom Slattery 50 Executive Vice President Engines Dermot Manifold 55 Head of Commercial Operations (a) The term for each director ends at the Annual General Meeting of Shareholders (“AGM”) typically held in April or May of each year.
Directors, Senior Management and Employees Directors and officers Name Age Position Date of First Appointment End Current Term (a) Directors Paul Dacier 65 Non-Executive Chairman of the Board of Directors May 2010 2025 AGM Aengus Kelly 49 Executive Director and Chief Executive Officer May 2011 2026 AGM Julian (Brad) Branch 68 Non-Executive Director April 2018 2026 AGM Stacey Cartwright 59 Non-Executive Director April 2019 2026 AGM Rita Forst 67 Non-Executive Director April 2019 2026 AGM Richard (Michael) Gradon 63 Non-Executive Director May 2010 2026 AGM James (Jim) Lawrence 70 Non-Executive Director May 2017 2025 AGM Michael Walsh 56 Non-Executive Director May 2017 2025 AGM Robert (Bob) Warden 50 Non-Executive Director July 2006 2026 AGM Jean Raby 58 Non-Executive Director May 2022 2026 AGM Jennifer VanBelle 54 Non-Executive Director November 2021 2025 AGM Officers Peter Juhas 51 Chief Financial Officer Peter Anderson 47 Chief Commercial Officer Vincent Drouillard 47 General Counsel Brian Canniffe 50 Group Treasurer Anton Joiner 52 Chief Risk Officer John Burke 52 Chief Technical Officer Jorg Koletzki 55 Chief Information Officer Risteard Sheridan 48 Company Secretary and Chief Compliance Officer Theresa Murray 55 Head of Human Resources Bart Ligthart 41 Chief Investment Officer Martin Olson 60 Head of OEM Relations John Govan 51 Head of EMEA Bashir Hajir 55 Head of Americas Emmanuel Herinckx 50 Head of Asia Pacific Richard Greener 51 Head of AerCap Cargo Pat Sheedy 44 President and CEO, Milestone Aviation Group Tom Slattery 52 Executive Vice President Engines Dermot Manifold 56 Head of Commercial Operations (a) The term for each director ends at the Annual General Meeting of Shareholders (“AGM”) typically held in April or May of each year.
He brings 30 years of wide-ranging experience in the aviation industry from aircraft manufacturing to aircraft leasing and airline management. Prior to joining AerCap he held various positions in the Fleet Planning group for Continental Airlines and the Aircraft Marketing group at McDonnell Douglas. Mr. Hajjar began his aviation career in engineering, at McDonnell Douglas, Eastern Airlines and Continental Airlines.
He brings over 30 years of wide-ranging experience in the aviation industry from aircraft manufacturing to aircraft leasing and airline management. Prior to joining AerCap he held various positions in the Fleet Planning group for Continental Airlines and the Aircraft Marketing group at McDonnell Douglas. Mr.
During its meetings and contacts with the Chief Executive Officer and the other Group Executive Committee members, the Board discussed such topics as the GECAS Transaction, AerCap’s annual reports and annual accounts for the financial year 2020, topics for the AGM 2021, the impacts of the Covid-19 pandemic, the situation involving the grounding of the Boeing 737 MAX aircraft, secured and unsecured financing transactions and AerCap’s liquidity position, AerCap’s hedging policies, the utilization and optimization of AerCap’s portfolio of aircraft, global and regional macroeconomic, monetary and political developments and impact on the industry, AerCap key customer developments, competitive landscape, aircraft valuations, AerCap’s backlog of new technology orders with aircraft and engine manufacturers, AerCap shareholder value, AerCap key shareholder developments, capital allocation strategies and share repurchases, AerCap’s corporate and tax structure, reports from the various Board committees, budgeting and financial planning, environmental, social and governance (“ESG”) related topics, remuneration and compensation, directors’ and officers’ succession planning, cyber security, regulatory compliance, culture and values, the impact of remote working environments, sustainability and community, governance, risk management and control and an assessment of the Board’s own functioning.
During its meetings and contacts with the Chief Executive Officer and the other Group Executive Committee members, the Board discussed such topics as the impact of the Ukraine Conflict, the GECAS Transaction and the integration of the GECAS business, AerCap’s annual reports and annual accounts for the financial year 2021, topics for the AGM 2022, the impact of the Covid-19 pandemic, secured and unsecured financing transactions and AerCap’s liquidity position, AerCap’s hedging policies, the utilization and optimization of AerCap’s portfolio of aircraft, global and regional macroeconomic, monetary and political developments and impact on the industry, AerCap key customer developments, competitive landscape, aircraft valuations, AerCap’s backlog of new technology orders with aircraft and engine manufacturers, AerCap shareholder value, AerCap key shareholder developments, capital allocation strategies and share repurchases, AerCap’s corporate and tax structure, reports from the various Board committees, budgeting and financial planning, ESG-related topics, remuneration and compensation, directors’ and officers’ succession planning, cyber security, regulatory compliance, culture and values, sustainability and community, governance, risk management and control and an assessment of the Board’s own functioning.
As of December 31, 2021, the members of our ESG Committee were Stacey Cartwright (Chair), Julian (Brad) Branch, Rita Forst, Peter Juhas, Tom Slattery and Joseph McGinley.
As of December 31, 2022, the members of our ESG Committee were Stacey Cartwright (Chair), Julian (Brad) Branch, Rita Forst, Peter Juhas, Tom Slattery and Joseph McGinley. In 2022, the ESG Committee met on six occasions.
One of our non-executive directors (out of a total of nine) has served in excess of 12 years in deviation of the best practice provisions in the Dutch Code.
Three of our non-executive directors (out of a total of 11) have served in excess of 12 years in deviation of the best practice provisions in the Dutch Code.
Principal items discussed and reviewed during these Audit Committee meetings and with our Chief Executive Officer and our Chief Financial Officer included the annual and quarterly financial statements and disclosures, the GECAS Transaction and related integration considerations, including certain auditor independence matters and the related comprehensive process to select and appoint a new external auditor (refer to “Item 16F—Change in Registrant’s Certifying Accountant” for additional information), internal auditors’ reports, external auditors’ reports, external auditors’ independence and rotation, activities and results in respect of our continued compliance with the Sarbanes-Oxley Act, the external auditors’ audit plan for 2021, approval of other services rendered by the external auditors, internal audit reports, the internal auditors’ audit plan for 2022, the impacts of the Covid-19 pandemic, the Company’s compliance, risk management, integrity and fraud policies, the expenses incurred by the Company’s most senior officers in carrying out their duties, the Company’s tax planning policies, key transformation projects including IT and cybersecurity projects, the functioning of the Audit Committee, the Audit Committee charter and the Audit Committee cycle.
Principal items discussed and reviewed during these Audit Committee meetings and with our Chief Executive Officer and our Chief Financial Officer included the annual and quarterly financial statements and disclosures, the GECAS Transaction and related integration considerations, internal auditors’ reports, external auditors’ reports, external auditors’ independence and rotation, activities and results in respect of our continued compliance with the Sarbanes-Oxley Act, the external auditors’ audit plan for 2022, approval of other services rendered by the external auditors, internal audit reports, the internal auditors’ audit plan for 2023, the impact of the Ukraine Conflict, the impact of the Covid-19 pandemic, the Company’s compliance, risk management, integrity and fraud policies, the expenses incurred by the Company’s most senior officers in carrying out their duties, the Company’s tax planning policies, insurance matters, key transformation projects including IT and cybersecurity projects, the functioning of the Audit Committee, the Audit Committee charter and the Audit Committee cycle.
The address for all of our directors and officers is c/o AerCap Holdings N.V., AerCap House, 65 St.
All of our ordinary shares have the same voting rights. The address for all of our directors and officers is c/o AerCap Holdings N.V., AerCap House, 65 St.
(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 the Executive Director of the Board. All of our ordinary shares have the same voting rights.
(c) 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. (d) Mr. Kelly is our Chief Executive Officer and the Executive Director of the Board. (e) Appointed to the Board in May 2022.
In 2021, the Nomination and Compensation Committee met on five occasions. At these meetings it discussed and approved succession planning and compensation related occurrences and developments within the framework of the Board and Committee Rules and our remuneration policy. In addition, various resolutions were adopted outside of these meetings.
In 2022, the Nomination and Compensation Committee met on three occasions. At these meetings it discussed and approved succession planning and compensation related occurrences and developments within the framework of the Board and Committee Rules and our remuneration policy.
Stephen’s Green, Dublin, D02 YX20, Ireland. 73 Employees The following table presents the number of employees relating to our aviation leasing business at each of our principal geographic locations as of December 31, 2021, 2020 and 2019: As of December 31, Location 2021 2020 2019 Dublin 226 200 206 Shannon 253 79 79 United States 141 44 51 Singapore 65 44 44 Other (a) 51 10 10 Total (b) 736 377 390 (a) Includes employees located in the Netherlands, China, France, the United Kingdom, the United Arab Emirates, Hong Kong, Italy, Luxembourg and Russia.
Stephen’s Green, Dublin, D02 YX20, Ireland. 72 Employees The following table presents the number of employees relating to our aviation leasing business at each of our principal geographic locations as of December 31, 2022, 2021 and 2020: As of December 31, Location 2022 2021 2020 Ireland 431 479 279 United States 120 141 44 Singapore 57 65 44 Other (a) 33 51 10 Total (b) 641 736 377 (a) Includes employees located in the Netherlands, China, France, the United Kingdom, the United Arab Emirates, Belgium and Italy.
Gradon served as Chairman of La Manga Club, Spain, and Chief Executive Officer of the London Gateway projects. Mr. Gradon holds an M.A. degree in law from Cambridge University. 62 James (Jim) Lawrence. Mr. Lawrence has been a Director of AerCap since May 5, 2017. He is currently Chairman of Lake Harriet Capital, a private investment firm. Previously, Mr.
Gradon holds an M.A. degree in law from Cambridge University. 60 James (Jim) Lawrence. Mr. Lawrence has been a Director of AerCap since May 5, 2017. He is currently Chairman of Lake Harriet Capital, a private investment firm. Previously, Mr.
Juhas was an attorney in the Mergers and Acquisitions group at Sullivan & Cromwell LLP, the New York law firm. Mr. Juhas received his A.B. from Harvard College and his J.D. from Harvard Law School. 63 Peter Anderson. Mr. Anderson was appointed Chief Commercial Officer in March 2021, overseeing AerCap’s worldwide leasing business, including marketing, pricing and commercial execution.
Juhas received his A.B. from Harvard College and his J.D. from Harvard Law School. Peter Anderson. Mr. Anderson was appointed Chief Commercial Officer in March 2021, overseeing AerCap’s worldwide leasing business, including marketing, pricing and commercial execution. During his career at AerCap, Mr.
As of December 31, 2021, our non-executive directors held 193,252 restricted stock units and options to acquire a total of 1,803 AerCap ordinary shares (our non-executive directors did not hold any shares of restricted stock as of December 31, 2021); these equity awards have been granted under the AerCap equity incentive plans, as further described below.
As of December 31, 2022, our non-executive directors held 182,231 restricted stock units (our non-executive directors did not hold any shares of restricted stock as of December 31, 2022); these equity awards have been granted under the AerCap equity incentive plans, as further described below.
The table below indicates the years in which equity awards held by our Group Executive Committee members as of December 31, 2021 are due to vest, subject to meeting the applicable vesting criteria.
(c) Vesting of 178,343 shares of restricted stock and 9,921 restricted stock units. (d) Vesting of 20,000 restricted stock units. The table below indicates the years in which equity awards held by our Group Executive Committee members as of December 31, 2022 are due to vest, subject to meeting the applicable vesting criteria.
He has a Master’s degree in Air Transport Management from Cranfield College of Aeronautics. Jorg Koletzki. Mr. Koletzki was appointed Chief Information Officer of AerCap in September 2015. He has significant experience in managing complex system implementations on a global scale, transforming IT functions and running high quality teams.
He also holds an FAA A&P Licence and an FAA Private Pilot’s Licence. 62 Jorg Koletzki. Mr. Koletzki was appointed Chief Information Officer of AerCap in September 2015. He has significant experience in managing complex system implementations on a global scale, transforming IT functions and running high quality teams.
Manifold has a Bachelor of Business Studies degree from University of Limerick and is a Fellow of the Institute of Chartered Accountants Ireland since 2003. 65 Compensation Compensation of non-executive directors We currently pay each non-executive director an annual fee of €95,000 (€200,000 for the Chairman of our Board of Directors) and pay each of these directors an additional €4,000 per meeting attended in person or €1,000 per meeting attended by phone.
Compensation Compensation of non-executive directors We currently pay each non-executive director an annual fee of €95,000 (€200,000 for the Chairman of our Board of Directors) and pay each of these directors an additional €4,000 per meeting attended in person or €1,000 per meeting attended by phone.
(“AIG”), where he led the development of the company’s strategic and capital plans, as well as mergers, acquisitions and other transactions, including the sale of ILFC to AerCap. Prior to joining AIG in 2011, Mr. Juhas was a Managing Director in the Investment Banking Division of Morgan Stanley from 2000 to 2011.
Prior to joining AerCap, Mr. Juhas was Global Head of Strategic Planning at American International Group, Inc. (“AIG”), where he led the development of the company’s strategic and capital plans, as well as mergers, acquisitions and other transactions, including the sale of ILFC to AerCap. Prior to joining AIG in 2011, Mr.
Forst holds Bachelor’s degrees in mechanical engineering from the Kettering University (U.S.) and the Darmstadt University of Applied Technology (Germany). Richard (Michael) Gradon. Mr. Gradon has been a Director of AerCap since May 27, 2010. He is also currently a Non-Executive Director of Exclusive Hotels.
Forst has been responsible for the development of new generations of engines and car models for Opel and General Motors. Ms. Forst holds Bachelor’s degrees in mechanical engineering from the Kettering University (U.S.) and the Darmstadt University of Applied Technology (Germany). Richard (Michael) Gradon. Mr. Gradon has been a Director of AerCap since May 27, 2010.
He qualified as a chartered accountant with PwC in Ireland, where he spent four years in roles including audit, accounting, tax and insolvency, prior to joining GE in 1993. Mr.
He qualified as a chartered accountant with PwC in Ireland, where he spent four years in roles including audit, accounting, tax and insolvency, prior to joining GE in 1993. Mr. Manifold has a Bachelor of Business Studies degree from University of Limerick and is a Fellow of the Institute of Chartered Accountants Ireland since 2003.
Mr. Hajjar holds a Masters of Business Administration from California State University Long Beach, a Bachelor of Science Degree in Aerospace Engineering from Saint Louis University, and an FAA Airframe and Power Plant Certificate. Emmanuel Herinckx. Mr. Herinckx was appointed to the position of Head of Asia Pacific in July 2019.
Hajjar began his aviation career in engineering, at McDonnell Douglas, Eastern Airlines and Continental Airlines. Mr. Hajjar holds a Masters of Business Administration from California State University Long Beach, a Bachelor of Science Degree in Aerospace Engineering from Saint Louis University, and an FAA Airframe and Power Plant Certificate. Emmanuel Herinckx. Mr.
Forst spent more than 35 years at the Opel European division of General Motors in senior engineering and management positions, and as a member of Opel’s management board. As such, Ms. Forst has been responsible for the development of new generations of engines and car models for Opel and General Motors. Ms.
Forst holds an advisory board position at iwis SE & Co. KG in Germany. Ms. Forst spent more than 35 years at the Opel European division of General Motors in senior engineering and management positions, and as a member of Opel’s management board. As such, Ms.
Joiner was appointed Chief Risk Officer in 2011 with responsibility for portfolio risk management, workouts, repossessions and debtor management. He joined AerCap in 2001 and held a variety of positions. Prior to joining AerCap, Mr. Joiner held positions with Scotia Capital, Commercial Aviation Group and Hunting Cargo Airlines.
In addition, he held roles within the financing divisions at Nomura Securities and Bankers Trust International. Anton Joiner. Mr. Joiner was appointed Chief Risk Officer in 2011 with responsibility for portfolio risk management, workouts, repossessions and debtor management. He joined AerCap in 2001 and has held a variety of positions. Prior to joining AerCap, Mr.
While at Morgan Stanley, he led the IPO of AerCap in 2006 and was the lead advisor to the Federal Reserve Bank and the U.S. Treasury on the AIG restructuring and the placement of the U.S. government-sponsored enterprises Fannie Mae and Freddie Mac into conservatorship in 2008. Prior to joining Morgan Stanley, Mr.
Treasury on the AIG restructuring and the placement of the U.S. government-sponsored enterprises Fannie Mae and Freddie Mac into conservatorship in 2008. Prior to joining Morgan Stanley, Mr. Juhas was an attorney in the Mergers and Acquisitions group at Sullivan & Cromwell, the New York law firm. Mr.
The committee comprises three board-level independent directors and members of the AerCap senior leadership team. These individuals have relevant experience in areas such as governance, sustainability, energy efficiency, charitable outreach, financial reporting and reputational risk management. This approach is designed to provide dedicated oversight to ESG issues at the highest level.
This approach is designed to provide dedicated oversight of ESG-related issues, risks and opportunities at the highest level. The ESG Committee comprises three board-level independent directors and three members of the AerCap senior leadership team.
The table below indicates the equity awards the Company granted to our Group Executive Committee members and their equity awards that vested in 2021: 2021 Granted 2021 Vested Aengus Kelly 3,522,591 (a) 18,345 (c) Peter Juhas 450,000 (b) — Peter Anderson — 140,400 (d) (a) Grant of 3,022,591 shares of restricted stock, of which 6,830 were withheld to pay taxes incurred by Mr.
The table below indicates the equity awards the Company granted to our Group Executive Committee members and their equity awards that vested in 2022: 2022 Granted 2022 Vested Aengus Kelly 53,996 (a) 859,960 (b) Peter Juhas — 188,264 (c) Peter Anderson — 20,000 (d) (a) Grant of 53,996 shares of restricted stock. (b) Vesting of 859,960 shares of restricted stock.
He was a Non-Executive Director of Genesis from November 2007 until the date of its amalgamation with AerCap International Bermuda Limited in March 2010. He practiced law at Slaughter & May before joining the UK FTSE 100 company The Peninsular & Oriental Steam Navigation Company (P&O) where he was a main Board Director from 1998 until its takeover in 2006.
He practiced law at Slaughter & May before joining the UK FTSE 100 company The Peninsular & Oriental Steam Navigation Company (P&O) where he was a main Board Director from 1998 until its takeover in 2006. His roles at P&O included the group commercial & legal director function and he served as Chairman of P&O’s property division. Mr.
He oversees AerCap’s leasing activities across Asia Pacific and China from our office in Singapore. Mr. Herinckx joined AerCap in September 2006 as Vice President Marketing Asia Pacific. Prior to joining AerCap he worked in the Airline Marketing Departments of Airbus North America Sales, INC, Washington D.C., USA and Airbus SAS, Toulouse, France for a period of seven years. Mr.
Prior to joining AerCap he worked in the Airline Marketing Departments of Airbus North America Sales, INC, Washington D.C., USA and Airbus SAS, Toulouse, France for a period of seven years. Mr. Herinckx holds a Master of Science in Air Transport Management from Cranfield University, United Kingdom. Richard Greener. Mr.
She is also currently an independent business consultant in powertrain and vehicle technology, and serves as a member of the supervisory board of Norma Group SE and ElringKlinger AG in Germany. Effective April 29, 2020, Ms.
She is also currently an independent business consultant in powertrain and vehicle technology, and serves as a member of the supervisory board of Norma Group SE. Ms. Forst is currently a Non-Executive Director of Westport Fuel Systems Inc. in Vancouver, Canada and of Johnson Matthey Plc in London, UK. In addition, Ms.
None of our Nomination and Compensation Committee members or our officers has a relationship that would constitute an interlocking relationship with officers or directors of another entity or insider participation in compensation decisions. 72 ESG Committee In December 2021, our Board of Directors established an ESG Committee, which aims to enhance AerCap’s governance of ESG-related risks and opportunities and reflects AerCap’s aspiration to be a leader in this space.
None of our Nomination and Compensation Committee members or our officers has a relationship that would constitute an interlocking relationship with officers or directors of another entity or insider participation in compensation decisions. 70 ESG Committee Our ESG Committee assists the Board of Directors in defining and reviewing the company’s strategy relating to ESG and developing and maintaining the policies, programs, targets and initiatives in this space.
VanBelle became CEO of GE Capital in January 2021, expanding her role as GE Treasurer. She was named Treasurer in January 2018, after spending two years as Capital Markets leader. From 2012 to 2016, Ms. VanBelle was Chief Risk Officer—Capital Management for GE Capital and she served as Deputy Treasurer GE Treasury from 2007 to 2012.
VanBelle was named CEO of GE Capital in January 2021, expanding her role as GE Treasurer which she assumed in 2018. Prior to her current roles, she held several leadership roles within GE across capital markets, risk management, treasury and finance, including GE Capital Markets Leader, GE Capital—Capital Management Risk Officer, and Deputy Treasurer. Before joining GE in 1998, Ms.
We believe that the design of our long-term equity incentive program promotes and encourages continued superior performance over a prolonged period of time in support of achieving the objectives of long-term value creation and appropriate risk-taking. The employment agreements with some of our Group Executive Committee members provide for severance payments on certain terminations.
We believe that the design of our long-term equity incentive program promotes and encourages continued superior performance over a prolonged period of time in support of achieving the objectives of long-term value creation. Refer to Note 19— Share-based compensation to our Consolidated Financial Statements included in this annual report for further details on our equity incentive plans.
His roles at P&O included the group commercial & legal director function and he served as Chairman of P&O’s property division. Mr. Gradon served on the board of The Wimbledon Tennis Championships from 2005 to 2019 and on the board of Grosvenor Limited from 2007 to 2015. In addition, Mr.
Gradon served on the board of The Wimbledon Tennis Championships from 2005 to 2019 and on the board of Grosvenor Limited from 2007 to 2015. In addition, Mr. Gradon served as Chairman of La Manga Club, Spain, and Chief Executive Officer of the London Gateway projects. Mr.
He was formerly a partner at Pamplona Capital Management from 2012 to 2018, and had previously worked in private equity at J.H. Whitney, Cornerstone Equity Investors and Donaldson, Lufkin & Jenrette. Mr. Warden received his A.B. from Brown University. Officers Peter Juhas. Mr.
He has worked in the private equity industry for 28 years. Mr. Warden was Global Head of Private Equity at Cerberus Capital Management until January 2023. Mr. Warden formerly worked in private equity at Pamplona Capital Management, J.H. Whitney, Cornerstone Equity and DLJ. Mr. Warden received his A.B. from Brown University. Jean Raby. Mr.
(b) Payroll tax will be withheld and deducted from the ordinary shares to be delivered at the vesting of restricted stock units, as applicable. (c) The remaining 1,803 options expire on December 31, 2022 and carry a strike price of $13.72 per option.
(a) As of December 31, 2022, the outstanding restricted stock and restricted stock units are expected to vest as follows: Vesting year 2023 2025 2026 Total (in shares) Restricted stock and Restricted stock units 857,132 2,529,485 1,650,812 5,037,429 (b) Payroll tax will be withheld and deducted from the ordinary shares to be delivered at the vesting of restricted stock units, as applicable.
After spending several years at Chemical Bank and ING, she joined GE in 1998 and has served in a range of capital markets and risk management roles. Ms. VanBelle holds a B.A. degree in Economics from Bates College and an MSc in Finance from the London Business School. Michael Walsh. Mr.
VanBelle spent several years at Chemical Bank and ING. Ms. VanBelle holds a B.A. degree in Economics from Bates College and an MSc in Finance from the London Business School. Officers Peter Juhas. Mr. Juhas was appointed Chief Financial Officer of AerCap in April 2017, following his appointment as Deputy Chief Financial Officer in September 2015.
Share ownership The following table presents beneficial ownership of our shares which are held by our directors and Group Executive Committee members as of December 31, 2021: Ordinary shares (unrestricted) Restricted stock (a) Restricted stock units (a) (b) Ordinary shares underlying options (c) Fully diluted ownership percentage (d) Directors: Paul Dacier (Chairman) 11,118 — 26,700 1,803 * Aengus Kelly (e) 1,018,386 4,544,772 500,000 — 2.3 % Julian (Brad) Branch 5,000 — 31,016 — * Stacey Cartwright — — 24,451 — * Rita Forst 1,500 — 24,451 — * Richard (Michael) Gradon 3,656 — 23,987 — * James (Jim) Lawrence 208,454 — 20,000 — * Michael Walsh 6,897 — 20,000 — * Robert (Bob) Warden 13,742 — 22,647 — * Jennifer VanBelle — — — — * Total Directors 1,268,753 4,544,772 693,252 1,803 Group Executive Committee (GEC) Members: Peter Juhas 49,849 405,780 84,921 — * Peter Anderson 70,183 313,953 20,000 — * Total Directors and GEC Members 1,388,785 5,264,505 798,173 1,803 *Less than 1.0%.
At these meetings it discussed and reviewed our approach to ESG- related topics and other values that we believe contribute to a culture focused on long-term value creation, the development and deployment of the Company’s ESG strategy, engagement with staff and stakeholders, AerCap’s role in sustainability and carbon emissions reduction initiatives, industry engagement and initiatives, regulatory developments, external reporting and compliance matters and community and social involvement by the Company. 71 Share ownership The following table presents beneficial ownership of our shares which are held by our directors and Group Executive Committee members as of December 31, 2022: Ordinary shares (unrestricted) Restricted stock (a) Restricted stock units (a) (b) Fully diluted ownership percentage (c) Directors: Paul Dacier (Chairman) 11,675 — 24,328 * Aengus Kelly (d) 1,701,962 3,738,808 500,000 2.2 % Julian (Brad) Branch 12,066 — 20,000 * Stacey Cartwright — — 26,160 * Rita Forst 2,000 — 26,160 * Richard (Michael) Gradon 3,656 — 20,000 * James (Jim) Lawrence 208,454 — 23,008 * Michael Walsh 7,680 — 22,575 * Robert (Bob) Warden 16,485 — 20,000 * Jean Raby (e) 1,000 — — * Jennifer VanBelle — — — * Total Directors 1,964,978 3,738,808 682,231 Group Executive Committee (GEC) Members: Peter Juhas 131,067 227,437 75,000 * Peter Anderson 36,296 313,953 — * Total Directors and GEC Members 2,132,341 4,280,198 757,231 *Less than 1.0%.
Lawrence earned a Bachelor of Arts in Economics from Yale University and an M.B.A. with distinction from Harvard Business School. Jennifer VanBelle. Ms. VanBelle has been a Director of AerCap since November 1, 2021. She is currently Senior Vice President, GE Capital CEO, and Treasurer of GE and GE Capital. Ms.
Lawrence earned a Bachelor of Arts in Economics from Yale University and an M.B.A. with distinction from Harvard Business School. Michael Walsh. Mr. Walsh has been a Director of AerCap since May 5, 2017. He is also a non-executive director of Uisce Éireann, the Irish government owned national water utility, and of Limerick Civic Trust, a charitable organization.
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Forst became a Non-Executive Director of Westport Fuel Systems Inc. in Vancouver, Canada and, in October 2021 she was appointed a Non-Executive Director of Johnson Matthey Plc in London, UK. In addition, Ms. Forst holds an advisory board position at iwis SE & Co. KG in Germany. Ms.
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He is also currently a Non-Executive Director of Exclusive Hotels. He was a Non-Executive Director of Genesis from November 2007 until the date of its amalgamation with AerCap International Bermuda Limited in March 2010.
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He is also currently Global Head of Private Equity at Cerberus Capital Management, L.P., which he joined in October 2018 after previously working at Cerberus from 2003 to 2012. Mr. Warden has worked in the private equity industry for over 25 years.
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Raby has been a Director of AerCap since May 2022. He is currently a partner with Astorg, a European private equity firm. Mr. Raby has more than 30 years of experience in investment banking, law and finance.
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Juhas was appointed Chief Financial Officer of AerCap in April 2017, following his appointment as Deputy Chief Financial Officer in September 2015. Prior to joining AerCap, Mr. Juhas was Global Head of Strategic Planning at American International Group, Inc.
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Immediately prior to joining Astorg, he was Sponsor and Co-CEO of Odyssey Acquisition, a special purpose acquisition company which listed in July 2021 on the Amsterdam Stock Exchange and subsequently merged in April 2022 with Benevolent AI, a drug discovery platform powered by artificial intelligence.
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In addition, he held roles within the financing divisions at Nomura Securities and Bankers Trust International. Joe Venuto. Mr. Venuto was appointed Chief Technical Officer of AerCap in February 2012. He previously served in the role of Senior Vice President Operations for the Americas at AerCap for four years.
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Prior to his role with Odyssey Acquisition, he was Chief Executive Officer of Natixis Investment Managers (global asset management) and Head of Asset and Wealth Management for Natixis from February 2017 until April 2021. Prior to his role at Natixis, he was Executive Vice President, Chief Financial and Legal Officer of Alcatel-Lucent S.A.
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From 2004 to 2008, he held the role of Senior Vice President Operations at AeroTurbine, Inc., responsible for all technical issues. Prior to joining AeroTurbine, Inc., Mr. Venuto held the role of Senior Director Maintenance at several airlines including Trump Shuttle, Laker Airways and Amerijet International.
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(telecommunications equipment) from September 2013 to February 2016. He served briefly as Chief Financial Officer of SFR Group (telecommunications operator) from May to November 2016. Prior to his role at Alcatel-Lucent, he spent 16 years in roles of increasing responsibility at the investment banking division of Goldman Sachs & Co.
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He has over 30 years’ experience in the aviation industry and he commenced his aviation career as an Airplane and Powerplant technician for Eastern Airlines. Mr. Venuto is a graduate of the College of Aeronautics and a licensed FAA Airframe and Powerplant Technician. Anton Joiner. Mr.
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(investment banking, securities, and investment management), in Paris, France, where he became Co-Chief Executive Officer of the division in France in 2006 (then Chief Executive Officer in 2009). He retired from Goldman Sachs at the end of 2012. In his early career, Mr.
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Herinckx holds a Master of Science in Air Transport Management from Cranfield University, United Kingdom. Pat Sheedy. Mr. Sheedy is President and CEO of Milestone Aviation.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Foundation structure In the unforeseen event that GE would challenge the enforceability of the voting restrictions in the Shareholders’ Agreement, subject to certain conditions we would be entitled to require GE to use its reasonable best efforts to transfer its shares to a Dutch foundation (“ stichting ”), in exchange for which GE will receive a corresponding number of registered depository receipts from the foundation which will provide GE with the economic benefits of its shares, while the voting rights will remain with the foundation.
Foundation structure In the unlikely event that GE would challenge the enforceability of the voting restrictions in the Shareholders’ Agreement, subject to certain conditions we would be entitled to require GE to use its reasonable best efforts to transfer its shares to a Dutch foundation (“ stichting ”), in exchange for which GE will receive a corresponding number of registered depository receipts from the foundation which will provide GE with the economic benefits of its shares, while the voting rights will remain with the foundation.
One GE-designated director will resign if GE’s aggregate ownership decreases below 10% of our outstanding shares and the second will resign if GE ceases to own any shares. 74 Restrictions on voting of shares In general, GE may vote shares constituting up to 24.9% of shares able to vote (taking into consideration such voting restriction) and must abstain from voting the remainder of its shares.
One GE-designated director will resign if GE’s aggregate ownership decreases below 10% of our outstanding shares and the second will resign if GE ceases to own any shares. 73 Restrictions on voting of shares In general, GE may vote shares constituting up to 24.9% of shares able to vote (taking into consideration such voting restriction) and must abstain from voting the remainder of its shares.
Related party transactions Refer to Note 4— GECAS Transaction , Note 10— Associated companies , Note 28— Variable interest entities and Note 29— Related party transaction s to our Consolidated Financial Statements included in this annual report for further details of transactions and loans between the Company and its related parties.
Related party transactions Refer to Note 4— GECAS Transaction , Note 11— Associated companies , Note 28— Variable interest entities and Note 29— Related party transaction s to our Consolidated Financial Statements included in this annual report for further details of transactions and loans between the Company and its related parties.
Preemptive rights If we issue equity securities for cash in an amount equal to or greater than 20% of our share capital, GE will have customary preemptive rights, except to the extent such rights are limited as a matter of applicable mandatory law, to purchase the portion of the issued shares required to maintain its ownership percentage in us. 75 Share repurchases If we offer to repurchase shares from other shareholders, GE is entitled to cause us to repurchase its shares pro rata.
Preemptive rights If we issue equity securities for cash in an amount equal to or greater than 20% of our share capital, GE will have customary preemptive rights, except to the extent such rights are limited as a matter of applicable mandatory law, to purchase the portion of the issued shares required to maintain its ownership percentage in us.
Item 7. Major Shareholders and Related Party Transactions Major shareholders Beneficial holders of 5% or more of our issued and outstanding ordinary shares as of December 31, 2021, based on available public filings, include: General Electric Company at 45.4% (111,500,000 shares) and Wellington Management Company, LLP at 7.6% (18,583,219 shares).
Item 7. Major Shareholders and Related Party Transactions Major shareholders Beneficial holders of 5% or more of our issued and outstanding ordinary shares as of December 31, 2022, based on available public filings, include: General Electric Company at 45.3% (111,500,000 shares) and Wellington Management Company, LLP at 6.8% (16,726,847 shares).
Registration rights The Registration Rights Agreement and Noteholder Agreement allow GE to demand registration for the resale of the 111.5 million ordinary shares and $1 billion of AerCap senior notes, respectively, in certain circumstances.
Share repurchases If we offer to repurchase shares from other shareholders, GE is entitled to cause us to repurchase its shares pro rata. 74 Registration rights The Registration Rights Agreement and Noteholder Agreement allow GE to demand registration for the resale of the 111.5 million ordinary shares and $1 billion of AerCap senior notes, respectively, in certain circumstances.
Lock-up period The ordinary shares issued to GE pursuant to the GECAS Transaction are subject to a lock-up period that will expire in stages over a nine to 15 month period following the completion of the GECAS Transaction on November 1, 2021, as follows: (i) GE may sell up to 1/3 of its AerCap ordinary shares beginning on the date that is nine months following the completion of the GECAS Transaction; (ii) 2/3 of its AerCap ordinary shares beginning on the date that is 12 months following the completion of the GECAS Transaction; and (iii) any or all of its AerCap ordinary shares beginning on the date that is 15 months following the completion of the GECAS Transaction.
Lock-up period The ordinary shares issued to GE pursuant to the GECAS Transaction were subject to a lock-up period that expired in stages over a nine to 15-month period following the completion of the GECAS Transaction on November 1, 2021.