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Aercap Holdings NV

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Aercap Holdings NV UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 Commission file number 001-33159 AerCap Holdings N.V. (Exact name of Registrant as specified in its charter) The Netherlands (Jurisdiction of incorporation or organization) AerCap AerCap House Stationsplein 965 1117 CE Schiphol The Netherlands + 31 20 655 9655 (Address of principal executive offices) Wouter M. den Dikken, AerCap House, Stationsplein 965, 1117 CE Schiphol, The Netherlands, Telephone number: +31 20 655 9655, Fax number: +31 20 655 9100 (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Ordinary Shares The New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: 6.375% Senior Unsecured Notes due 2017 Indicate the number of outstanding shares of each of the issuer’s classes of capital or ordinary stock as of the close of the period covered by the annual report. Ordinary Shares, Euro 0.01 par value 212,318,291 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ፤ No អ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes អ No ፤ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ፤ No អ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ፤ No អ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer ፤ Accelerated filer អ Non accelerated filer អ Smaller reporting company អ (Do not check if a smaller reporting company) Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ፤ International Financial Reporting Standards as Other អ issued by the International Accounting Standards Board អ If ‘‘Other’’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 អ Item 18 អ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes អ No ፤ TABLE OF CONTENTS Table of Definitions ......................................................... 1 Special Note About Forward Looking Statements ................................... 3 Item 1. Identity of Directors, Senior Management and Advisers ..................... 4 Item 2. Offer Statistics and Expected Timetable ................................. 4 Item 3. Key Information .................................................. 4 Item 4. Information on the Company ......................................... 27 Item 4A. Unresolved Staff Comments ......................................... 41 Item 5. Operating and Financial Review and Prospects ............................ 41 Item 6. Directors, Senior Management and Employees ............................ 67 Item 7. Major Shareholders and Related Party Transactions ........................ 78 Item 8. Financial Information .............................................. 82 Item 9. The Offer and Listing. ............................................. 82 Item 10. Additional Information. ............................................ 84 Item 11. Quantitative and Qualitative Disclosures About Market Risk. ................. 100 Item 12. Description of Securities Other than Equity Securities. ...................... 102 Item 13. Defaults, Dividend Arrearages and Delinquencies. ......................... 102 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds. .... 102 Item 15. Controls and Procedures. ........................................... 102 Item 16A. Audit committee financial expert ...................................... 103 Item 16B. Code of Conduct ................................................. 103 Item 16C. Principal Accountant Fees and Services ................................. 103 Item 16D. Exemptions from the Listing Standards for Audit Committees ................. 104 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers ........... 104 Item 16F. Change in Registrant’s Certifying Accountant ............................. 104 Item 16G. Corporate Governance ............................................. 105 Item 16H. Mine Safety Disclosures ............................................ 105 Item 17. Financial Statements ............................................... 106 Item 18. Financial Statements ............................................... 106 Item 19. Exhibits ........................................................ 106 Signatures ................................................................ 116 Index to Consolidated Financial Statements ....................................... F-1 i TABLE OF DEFINITIONS AeroTurbine ........... AeroTurbine, Inc. AerCap or the Company . AerCap Holdings N.V. and its subsidiaries AerCap Trust .......... AerCap Global Aviation Trust and its consolidated subsidiaries AerLift .............. AerLift Leasing Ltd. AerLift Jet ............ AerLift Leasing Jet Ltd. AIG................. American International Group, Inc. Airbus ............... Airbus S.A.S. ALS II ............... Aircraft Lease Securitisation II Limited ALS Transaction ........ The sale of our equity interest (E-Notes) in Aircraft Lease Securitisation Limited to Guggenheim Partners, LLC on November 14, 2012. AOCI............... Accumulated other comprehensive income (loss) Boeing ............... The Boeing Company ECA................ Export Credit Agency ECAPS .............. Enhanced Capital Advantaged Preferred Securities Embraer ............. Embraer S.A. EOL contract .......... End of lease contract Ex-Im ............... Export-Import Bank of the United States FASB................ Financial Accounting Standards Board GECC............... General Electric Capital Corporation Genesis Transaction ..... The all-share acquisition of Genesis on March 25, 2010. ILFC ................ International Lease Finance Corporation ILFC Transaction ....... AerCap and AerCap Ireland Limited, a wholly-owned subsidiary of AerCap, purchase of 100 percent of ILFC’s common share from AIG on May 14, 2014. IRS................. Internal Revenue Service LIBOR .............. London Interbank Offered Rates MR contract ........... Maintenance reserved contract OCI................. Other comprehensive income (loss) Part-out .............. Disassembly of an aircraft for the sale of its parts PB.................. Primary beneficiary Reorganization ......... The transfer of substantially all of ILFC’s assets to AerCap Trust and AerCap Trust’s assumption of substantially all of ILFC’s liabilities on May 14, 2014. SEC................. U.S. Securities and Exchange Commission 1 SPE................. Special purpose entity STJ................. Superior Tribunal of Justice TJSP ................ The State Appellate Court of Sao Paolo U.S. GAAP ........... Accounting Principles Generally Accepted in the United States of America VASP................ Via¸cao˜ Aerea de Sao˜ Paulo V VIE................. Variable interest entity Waha................ Waha Capital PJSC 2 SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS This annual report includes ‘‘forward looking statements’’ within the meaning of the Private Securities Litigation Reform Act of 1995, principally under the captions ‘‘Item 3. Key Information— Risks Related to Our Business’’, ‘‘Item 4. Information on the Company’’ and ‘‘Item 5. Operating and Financial Review and Prospects’’. We have based these forward looking statements largely on our current beliefs and projections about future events and financial trends affecting our business. Many important factors, in addition to those discussed in this annual report, could cause our actual results to differ substantially from those anticipated in our forward looking statements, including, among other things: • the availability of capital to us and to our customers and changes in interest rates; • the ability of our lessees and potential lessees to make operating lease payments to us; • our ability to successfully negotiate aircraft purchases, sales and leases, to collect outstanding amounts due and to repossess aircraft under defaulted leases, and to control
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