As of December 31, 2021,2023, we had 417338 new aircraft, 3037 engines, and 16eight helicopters on order, which will require substantial purchase contract payments. In order to meet these commitments and to maintain an adequate level of unrestricted cash, we will need to raise additional funds by accessing committed debt facilities, securing additional financing from banks or through capital markets transactions, or possibly by selling flight equipment.

If we are unable to meet our purchase commitments as they come due, we will be subject to several risks, including:

Any of these events could materially and adversely affect our financial results.

Our ability to make payments on, and to repay or refinance, our debt, depends largely upon our operating performance, which is in part subject to factors beyond our control. In addition, our ability to borrow funds to make payments on our debt depends on our maintaining specified financial ratios and satisfying financial condition tests and other covenants in certain of the agreements governing our debt. Our business may not generate sufficient cash flow from operations and future borrowings may not be available in amounts sufficient to pay our debt and to satisfy our other liquidity needs.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to seek alternatives, such as to reduce or delay investments and flight equipment purchases, sell assets, restructure or refinance our indebtedness, or seek additional capital, including through new types of debt, equity or hybrid securities. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates, which would increase our debt service requirements accordingly, and this has become significantly more likely given the current interest rate environment. Moreover, any such refinancing might require us to comply with more onerous covenants, which could further restrict our business operations. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations or to meet our flight equipment purchase commitments as they come due. Failure to make payments on our debt would result in a default under those agreements and could result in a default under other agreements containing cross default provisions. Moreover, the issuance of additional equity may be dilutive to existing shareholders or otherwise may be on terms not favorable to us or existing shareholders. Under these circumstances, we may have insufficient funds or other resources to satisfy all our obligations.

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. The agreements relating to our debt, including our indentures, term loan facilities, Export Credit Agency (“ECA”)-guaranteed financings, revolving credit facilities, securitizations, other commercial bank financings, and other financings do not prohibit us from incurring additional debt. As of December 31, 2021,2023, we had approximately $10.6$11.0 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. 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.

The principal amount of our outstanding indebtedness, which excludes debt issuance costs, debt discounts and debt premium of $344$213 million, was $50.5$46.7 billion as of December 31, 2021, (approximately 68%2023 (66% of our total assets as of December 31, 2021)2023), and our interest payments, net of amounts capitalized, were $1.1$1.7 billion for the year ended December 31, 2021.2023. Due to the capital-intensive nature of our business, we expect that we will incur additional indebtedness in the future and continue to maintain significant levels of indebtedness.

Certain of our indentures, term loan facilities, ECA-guaranteed financings, revolving credit facilities, securitizations, other commercial bank financings, and other agreements governing our debt impose operating and financial restrictions on our activities that limit our operational flexibility. Among other negative covenants customary for such financings, certain of these restrictions limit our ability to incur additional indebtedness, create liens on, sell or access certain assets, declare or pay certain dividends and distributions or enter into certain transactions, investments, acquisitions, loans, guarantees or advances. Additionally, a substantial portion of our owned aircraft are held through SPEsSpecial 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. These restrictions could impede our ability to operate our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities. Our ability to comply with these covenants may be affected by events beyond our control.control including war or other hostilities or the imposition of sanctions. Please refer to the discussion in “Item 3. Key Information—Risk Factors—Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of our business—The international operations of our business and those of our lessees expose us to geopolitical risks that may have a negative impact on our and our lessees’ businesses, including the risk of legal and regulatory responses.” 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 defaultcross-default provisions. Under these circumstances, we may have insufficient funds or other resources to satisfy all our obligations.

Like many leasing companies, we are subject to interest rate risk. We use a mix of fixed rate and floating rate debt to finance our business. Any increase inThe principal amount of our costoutstanding floating rate debt was $10.3 billion, or 22% of borrowing directly impactsthe total principal amount of our net income.outstanding indebtedness as of December 31, 2023. Our cost of borrowing is affected by the interest rates that we obtain on our debt financings, which can fluctuate based on, among other things, general market conditions, the market’s assessment of our credit risk, prevailing interest rates in the market, fluctuations in U.S. Treasury rates and other benchmark rates, changes in credit spreads or swap spreads, and the duration of the debt we issue. IfWhile we routinely enter into hedging transactions to mitigate this risk, those hedging transactions may not sufficiently insulate us from the impact of changes in interest rates increase, we will be obligatedand may cause us to make higher interest payments to the lenders of our floating rate debt to the extentforgo any benefit that it is not hedged. Please refer to “Item 11—Quantitative and Qualitative Disclosures About Market Risk—Interest rate risk” for further details on our interest rate risk.might result from favorable fluctuations in such rates. 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. A mismatch in the rates that we are obligated to pay to finance our business and the rents that accrue to us under leases of our flight equipment can negatively impact our net income.

After a sustained period of relatively low inflation rates, rates of inflation increased significantly during the years ended December 31, 2022 and 2023, reaching or exceeding recent historical highs in the United States, the European Union, the United Kingdom, and other countries. While rates of inflation in a number of these countries have decreased from their recent highs, they remain above levels of recent years and in some cases above the inflationary targets of the relevant central banks. High rates of inflation may have a number of adverse effects on our business. Inflation may increase the costs of goods, services and labor used in our operations, thereby increasing our expenses. To the extent that we derive our income by increasing leasefrom leases with fixed rates even ifof payment, high rates of inflation will cause a greater decrease in the market were able to bearvalue of those payments than had the increased lease rates. Ourrates of inflation remained lower. Because our leases are generally for multiple years with fixedmulti-year periods, there may be a lag in our ability to adjust the lease rates over the life of the lease and, therefore, lags will exist because our lease rates with respect tofor a particular aircraft cannot generallyaccordingly. High rates of inflation may also lead policymakers to attempt to decrease demand or to adopt higher interest rates to combat inflationary pressures, resulting in the risks detailed in “Item 3. Key Information—Risk Factors—Risks relating to our funding, liquidity and financial structure—Changes in interest rates may adversely affect our net income, particularly by increasing our cost of borrowing.” Our suppliers and lessees may also be increased until the expirationsubject to material adverse effects as a result of high rates of inflation, including as a result of the lease.impact on their financial conditions, changes in demand patterns, price volatility, and supply chain disruption.

Our cost of borrowing and access to the capital markets are affected by our credit ratings.

We are currently subject to periodic review by independent credit rating agencies S&P, Moody’s and Fitch, each of which currently maintains an investment grade rating with respect to us.

We cannot assure you that these credit ratings will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn. Any actual or anticipated changes in our credit ratings could negatively impact our ability to obtain secured or unsecured financing, increase our borrowing costs or limit our access to the capital markets, which could adversely impact our financial results.

Our business, and the aviation industry generally, is subject to certain geopolitical risks. Geopolitical turmoil and uncertainty can have a significant disruptive effect on global markets, lead to regulatory and legal uncertainty and the imposition of requirements that may adversely affect our interest rate exposure.

Future geopolitical events and their associated responses, particularly in or between countries and regions where we have substantial exposure, could have similar or worse effects on our operations and financial results. For example, tensions and potential conflict between mainland China and Taiwan, tensions between China and the United States, territorial disputes between Japan and China or tensions in the South China Sea could lead to further instability in these regions and materially and adversely impact our lessees’ businesses and our business and results of operations, including our ability to comply with financial covenants. Please refer to the discussion in “Item 3. Key Information—Risk Factors—Risks related to our funding, liquidity and financial structure—The agreements governing our debt contain various covenants that impose restrictions on us against any such negative impact. On July 27, 2017,that may affect our ability to operate our business.” Our business, and that of our lessees, may also be negatively impacted by escalation or the Chief Executivecontinuation of the U.K.Ukraine Conflict or other hostilities in that region or between Russia and NATO, intensification or expansion of the Israel-Hamas conflict and other tensions or conflicts in the Middle East, the situation in Syria, Venezuela, Sudan and Ethiopia, tension over the nuclear programs of North Korea and Iran, or political instability, hostilities or conflicts in other regions. For example, as a result of the Israel-Hamas conflict, a number of airlines have suspended flights to Israel and the “Big Twin” freighter program between AerCap Cargo and Israel Aerospace Industries, which involves the conversion of Boeing 777-300ER aircraft into long-haul large-capacity freighters, may encounter disruptions.

The international nature of our business and our lessees’ businesses exposes us to a wide range of regulatory and legal regimes. We also face uncertainty from changes in political regimes globally. 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 FCA will no longer persuadeprofitability of our lessees’ businesses, the operations of aircraft manufacturers or compel banksthe results of our operations. For an example, please refer to submit rates for the calculationdiscussion in “Item 3. Key Information—Risk Factors—Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of LIBOR after 2021. This has subsequently been extended to June 2023 for the major USD LIBOR tenors. our business—We are partysubject to regulatory and compliance risks and requirements associated with transacting business in many countries.” There is also a risk that we may become subject to contradictory legal obligations.

We derive substantial lease revenue (53% in 2023, 53% in 2022 and 54% in 2021) from airlines in countries that are defined as emerging market countries based on the Human Development Index published by the United Nations Development Programme. Emerging market countries have less developed economies, are more vulnerable to economic and political problems and may experience significant fluctuations in gross domestic product, interest rates and currency exchange rates, as well as civil disturbances, government instability, nationalization and expropriation of private assets and the imposition of taxes or other charges by government authorities. The occurrence of any of these events could result in economic instability that adversely affects the value of our ownership interest in flight equipment subject to lease in such countries, or the ability of our lessees that serve such markets to meet their lease obligations. As a result, lessees that operate in emerging market countries may be more likely to default than lessees that operate in developed countries. In addition, legal systems in emerging market countries may be less developed, which could make it more difficult for us to enforce our legal rights in such countries. For these and other reasons, our financial results may be materially and adversely affected by economic and political developments in emerging market countries.

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. The level of a company’s greenhouse gas emissions is one such metric that is receiving heightened attention by lenders, investors, shareholders and lawmakers. Many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company’s ESG or sustainability scores as a reputational or other factor in making an investment decision. 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 for such scores. In addition, current EU regulations require financial firms to disclose how sustainability risks are incorporated into their lending decisions, and further regulations in the EU, and similar regulations in the United States and other jurisdictions, may come into force in the future. Such regulations may encourage or require lenders to consider the sustainability impact of their loans, and if we, or the aviation sector generally become disfavored, the availability or terms of financing and our cost of funds could be materially and adversely impacted. 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 (or are perceived not to 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. A low ESG or sustainability rating or score by a third-party rating service could also result in the exclusion of our common stock or debt from consideration by certain investors who may elect to invest with our competition instead. Ongoing focus on corporate responsibility matters by lenders, investors, lawmakers and other parties as described above may impose additional costs or expose us to additional interest rate-relatednew risks.

Although we believe that our insurance coverage is consistent with industry practice and available cover from the insurance market, our insurance may not adequately cover certain risks. Our and our lessees’ insurance policies are subject to periodic review by insurers and may not be renewed at all or may be renewed on less favorable terms. Events outside of our control may cause insurers to increase premiums and/or decrease coverage under insurance policies, or even withdraw from the market entirely. For example, the Ukraine Conflict led insurers to reassess their exposure to certain risks and geographical locations and since the start of the Ukraine Conflict, we have experienced a significant increase in the cost of our insurance and a significant reduction in our insurance cover. We expect to continue to experience difficulty in obtaining appropriate policy limits and coverage at a reasonable cost and on reasonable terms. An inability to obtain insurance, significant increases in the cost of insurance we obtain, higher deductibles under our policies or losses in excess of our insurance coverage could have a material adverse effect on our business. During the year ended December 31, 2022, we established a Bermuda-domiciled wholly-owned captive insurance company, Aistrigh Limited (“Aistrigh”), to help mitigate significant increases to our assets compared to our liabilities.insurance costs. As of December 31, 2021,2023, Aistrigh was providing approximately 25% of our hull war insurance, and Aistrigh’s participation in our aviation insurance may increase in future years. Aistrigh may not provide the intended benefits, and our funding of Aistrigh may be insufficient to adequately cover the costs of any insured events. In addition, there is no guarantee that reinsurance will continue to be available to Aistrigh, which would negatively impact our captive insurance coverage.

Even where we had approximately $7.9 billionhave insurance, we may face difficulties in pursuing claims under our policies. War risk insurance policies may be invalidated as a result of floating rate debt outstandingevents outside of our control, including hostilities between the United Kingdom, the United States, France, Russia and China, or through the use of tactical nuclear devices in active conflicts. Where insurance claims can be made, they may take years to fully settle and we may be in dispute with our insurers about the extent of coverage as we have experienced as a result of the Ukraine Conflict. Pursuing claims may require certain legal, regulatory and other enforcement costs for which we may not be reimbursed. For example, refer to the discussion in “Item 3. Key Information—Risk Factors—Risks related to geopolitical, regulatory, corporate responsibility and legal exposures of our business—We suffered losses as a result of the Ukraine Conflict for which we have submitted insurance claims, and we may not be able to collect under all policies in a timely manner or at all.”

Our international operations expose us to risks associated with unforeseen global and regional events. Epidemic diseases such as Covid-19, Ebola, measles, Severe Acute Respiratory Syndrome (SARS), H1N1 (swine flu) and Zika virus could materially and adversely affect the overall amount of floating rate derivatives outstanding that used either one-month, three-monthair travel. For example, the Covid-19 pandemic caused significant economic disruption and a dramatic reduction in commercial airline traffic, resulting in a broad adverse impact to the aviation industry and our business. These diseases, or six-month USD LIBOR. Certainthe fear of these diseases, could result in government-imposed travel restrictions and reduced passenger demand for travel. The occurrence of severe weather events or natural disasters, including floods, earthquakes, wildfires, hurricanes and volcanic eruptions, may make airlines unable to operate to or from certain regions or impact demand for air travel, and the frequency or severity of these types of events may worsen as a result of climate change. The occurrence or outbreak of any of the above events or other force majeure events could adversely affect commercial airline traffic, reduce demand for flight equipment leases or impair the financial condition of the aviation industry, including our lessees. As a result, our lessees may not be able to satisfy their payment obligations to us. These events may also cause damage to our flight equipment, the extent of losses from which may not be fully covered by insurance. For these and other reasons, our financial results may be materially and adversely affected by the occurrence of such events.

Such events are likely to cause our lessees to incur higher costs and to generate lower revenues, which could result in a material adverse effect on their financial condition and liquidity, including their ability to make rental and other lease payments to us or to obtain the types and amounts of insurance we require. Such events could also impact the operations of our floating rate debtlessees and derivatives contain LIBOR transition fall-back provisionscould 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 expect to transition to the Secured Overnight Financing Rate (“SOFR”) on or before June 30, 2023.receive for our flight equipment in a disposition.

Our results depend on our ability to consistently acquire strategically attractive flight equipment, continually and profitably lease and re-lease them, and finally sell or otherwise dispose of them, in order to generate returns on the investments we have made, provide cash to finance our growth and operations, and service our existing debt. 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 areis returned prior to the date contemplated in the lease, we bear the risk of re-leasing, selling or parting-out the asset. Because our leases are predominantly operating leases, only a portion of the relevant flight equipment’s value is recovered by the revenues generated from the lease and we may not be able to realize such flight equipment’s residual value after lease expiration. As a result of the sanctions imposed by various governments on Russia, we have terminated the leasing of all of our aircraft and engines with Russian airlines and we now bear the risk of re-leasing, selling or parting-out the aircraft and engines that were subject to those leases and have been recovered by us from Russia. We cannot provide any assurance that the residual values of aircraft and engines that were subject to such terminated leases will be realized. Our ability to profitably purchase, lease, re-lease, sell or otherwise dispose of our aircraft and engines will depend in part on conditions in the airline industry and general market and competitive conditions at the time of purchase, lease and disposition, which are outside of our control.

Flight equipment are long-lived assets and aircraft demand can change over time as a result of changes in market conditions outside of our control. Customer demand for our assets is primarily driven by long-term trends in passenger air travel and air cargo demand, and is limited by airport and air traffic control infrastructure constraints. Demand is also influenced by changes in economic growth, regulation, customer profitability, fuel prices, the availability of asset financing, pricing and other competitive factors. 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. In addition, theThe 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. Types of regulation that could impact flight equipment demand include environmental rules, noise or emissions limitations, age constraints, trade and import and export controls, tariffs and other trade barriers. If flight equipment demand declines, lease rates and residual values of assets could be negatively impacted and we may be unable to lease our assets on favorable terms, if at all. Flight equipment values and lease rates have occasionally experienced sharp decreases in response to market conditions or otherwise.

Demand for an aircraft can also be affected by factors unique to that aircraft, including the maintenance and operating history of the airframe and engines, the compatibility of aircraft configurations and specifications with other aircraft owned by operators of that type, the number of operators using the particular type of aircraft, the availability of documentary records for the aircraft and aircraft age. The desirability of an aircraft may also be impacted by factors pertinent to the model of an aircraft, such as the performance and reliability of the specific engine type installed on a particular aircraft model, technical limitations and technical problems associated with an aircraft model or the operating histories of an aircraft model. For example, the 2019 grounding of the Boeing 737 MAX has affected demand and our ability to lease these aircraft, which, together with potential reputational damage pertaining to the aircraft model, may affect our future lease rates and residual values for these aircraft.

In addition, new aircraft types that are introduced to the market could be more attractive for the target lessees of our aircraft, increasing the supply of older aircraft in the marketplace. This may cause the retirement and obsolescence of aircraft models, decrease comparative values of aircraft based on newly competitive aircraft and reduce the availability of spare parts for older aircraft. For instance, Airbus S.A.S. (“Airbus”), The Boeing Company (“Boeing”) and Embraer S.A. (“Embraer”) have launched several new technology 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. 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. Additionally, new manufacturers may develop a narrowbody aircraft that competes with established aircraft types from Airbus, Boeing and Embraer, putting downward price pressure on, and decreasing the marketability of, aircraft from these manufacturers. The development of more fuel-efficient engines could make aircraft in our portfolio with engines that are not as fuel-efficient less attractive to potential lessees.

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.

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. Failure on the part of manufacturers in relation to any of these requirements may cause us to experience:

Uncertainty regarding air travel demand may also lead to a reduction in the availability of debt financing for aircraft purchases, which could increase the gap between aircraft production and demand. Any such decrease in aircraft values and lease rates, or increase in the cost or availability of funding, could materially and adversely affect our financial results.

We generate our revenue primarily from leases to airlines, and as a result we are exposed to many of the risks that airlines face. The ability of our lessees to perform their obligations depends primarily on their financial condition and cash flows, which are affected by factors outside our control. 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, manufacturer production issues, disruptions to operations due to global conflicts, currency exchange rates, the availability of financial or other governmental support and governmental regulation and associated fees, including travel restrictions, restrictions on carbongreenhouse gas emissions, environmental regulations and fly-over restrictions.

Generally, airlines with high financial leverage are more likely than airlines with stronger balance sheets to be affected, and are affected more quickly, by these factors. Such airlines are also more likely to seek operating leases.

A deterioration in the financial condition and cash flows of our lessees, including from the ongoing impactsinflationary environment, supply chain issues, grounding of the Covid-19 pandemicaircraft, higher jet fuel prices and higher interest rates or the Ukraine Conflict,impact of epidemic diseases 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. 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. Moreover, we may not correctly assess the credit risk of each lessee or charge lease rates that incorrectly reflect related risks. Many of our lessees are not rated investment grade by the principal U.S. rating agencies and may be more likely to suffer liquidity problems than those that are so rated.

Our financial condition, financial results and cash flows may be materially and adversely affected by any events adversely affecting the financial strength of our lessees.

The cost of fuel represents a major expense to airlines that is not within their control, and significant increases in fuel costs or hedges that inaccurately assess the direction of fuel costs can materially and adversely affect their operating results. Historically, fuel prices have fluctuated widely depending primarily on international market conditions, geopolitical and environmental events and currency exchange rates, including events, such as natural disasters and wars, that affect fuel supply. For example, predominantly as a result of the Ukraine Conflict and resulting sanctions imposed by various governments on Russia, in early 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. In addition, they may not be able to enter appropriate hedging positions to manage their exposure to fuel price fluctuations. Airlines that hedge their fuel costs may suffer adverse impacts to their profitability and liquidity from swift movements in fuel prices, if their hedge agreements require them to post cash collateral. Therefore, if for any reason fuel prices return to historically high levels or show significant volatility, our lessees are likely to incur higher costs or generate lower revenues, which may affect their ability to meet their obligations to us.

Adverse changes in the global banking system or the global financial markets may have a material adverse effect on our business. Many of our lessees have expanded their airline operations through borrowings and some are highly leveraged. These lessees depend on banks and the capital markets to provide working capital and to refinance existing indebtedness. Global financial markets can be highly volatile and the availability of credit from financial markets and financial institutions can vary substantially. Events that adversely impact capital markets could lead to the imposition of stricter capital requirements on borrowers, reduce the general availability of credit or otherwise result in higher borrowing costs, limiting our lessees’ abilities to finance their operations, which could affect their ability to meet payment obligations to us.

If a lessee delays, reduces, or fails to make rental payments when due, or has advised us that it will do so in the future, we may elect or be required to restructure or terminate the lease. 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. A restructured lease will likely contain terms that are less favorable to us. If we are unable to agree on a restructuring and we terminate the lease, we may not receive all or any payments still outstanding, and we may be unable to re-lease the flight equipment promptly and at favorable rates, if at all. Moreover, airline bankruptcies historically have led to the grounding of significant numbers of aircraft, rejection of leases and negotiated reductions in aircraft lease rentals, with the effect of depressing aircraft market values. As such, further reorganizations would adversely affect our ability to re-lease or sell aircraft at favorable rates, if at all. We have conducted restructurings and terminations in the ordinary course of our business, and we expect more will occur in the future. If we are obligated to perform a significant number of restructurings and terminations, the associated reduction in lease revenue could materially and adversely affect our financial results and cash flows.

When a defaulting lessee is in bankruptcy, protective administration, insolvency or similar proceedings, additional limitations may apply. For example, certain jurisdictions entitle the lessee or another third-party to retain possession of the flight equipment without paying lease rent or performing all or some of the obligations under the relevant lease. Certain of our lessees are partially or wholly owned by government-related entities, which can complicate our efforts to repossess our aircraft in that government’s jurisdiction. 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.

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. We may also make payments to discharge liens placed on our flight equipment by third parties and, until these liens are discharged, be restricted in our ability to repossess, release or sell our flight equipment. Although the financial obligations relating to these liens are the contractual responsibility of our lessees, if they fail to fulfill these obligations, such liens may ultimately become our responsibility and impose additional repossession costs on us. If we incur significant costs in repossessing our flight equipment, our financial results may be materially and adversely affected.

Under some legal principles, an engine affixed to an aircraft may become an accession to the aircraft, whereby the ownership rights of the owner of the airframe supersede those of the owner of the engine. In such cases, where an aircraft is security for the owner’s obligations to a third-party, the security interest in the aircraft may supersede our rights as owner of the engine. 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.

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. We may also face competition from other market participants, such as airlines, aircraft manufacturers, aircraft brokers, financial institutions including(including those seeking to dispose of repossessed aircraft at distressed pricesprices) and other entities that invest in aircraft and engines. Some of these competitors may have greater operating and financial resources than we do and we may not always be able to compete successfully, which could materially and adversely affect our financial results.

Over the past several years, market participants in the aviation industry have changed as a result of restructuring or bankruptcies, mergers and acquisitions, entities entering or exiting the industry or entities entering into new or different market segments. We expect similar transitions to continue to take place into the future. Changes in market participants may affect our business by, for instance, reducing competition amongst manufacturers, changing the offering of aircraft types and models in the market, reducing demand for our aircraft from lessees or increasing the competition we face for new lessees or favorable terms on our transactions. New aircraft manufacturers, such as Mitsubishi Aircraft Corporation in Japan, JSC United Aircraft Corporation in Russia and Commercial Aircraft Corporation of China, Ltd. in China, could produce aircraft that compete with current offerings from Airbus, Boeing and Embraer. These changes may materially affect our business.

The supply of commercial aircraft is dominated by Airbus and Boeing and there are a limited number of engine manufacturers. AsThere is a result, we are dependentrisk that disruptions, including supply chain issues, manufacturing and quality control issues, and any financial instability, at any of these manufacturers could harm our business, as our ability to deliver new aircraft and engines to our lessees depends on these manufacturers remaining in existence and financially stable to fulfilltimely fulfilling their contractual delivery obligations they have to us. Any disruptionFor additional detail, please refer to these manufacturers’ operating abilities“Item 3. Key Information—Risk Factors—Risks relating to market demand for, and lease rates and value of, flight equipment in our fleet—Manufacturer behavior may cause us to experience delivery delays onadversely affect the lease rates and value of aircraft in our aircraft orders.fleet or our results of operations more broadly.” Our leases contain lessee cancellation clauses related to aircraft delivery delays, typically for new aircraft delivery delays greater than one year, and our purchase agreements contain similar provisions. 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. Any such termination could negatively affect our cash flow and results of operations. For example, the “Big Twin” freighter program between AerCap Cargo and Israel Aerospace Industries, which involves the conversion of Boeing 777-300ER aircraft into long-haul large-capacity freighters, may encounter delivery delays due to delays in achieving regulator certification.

Further, we may experience additional delivery delays and associated costs if aircraft manufacturers deliverencounter quality issues that delay the manufacture of new aircraft thator those aircraft fail to meet our lessees’ expectationsthe contractual requirements or the requirements of air travel regulators. FollowingFor example, the fatal accidentssuspension of twodeliveries of the Boeing 737 MAX787, production halts and enhanced inspection procedures required in advance of certification and clearance for delivery of Boeing aircraft the worldwide fleet of these aircraft was grounded by aviation authorities in March 2019 and production was temporarily suspended by Boeing in January 2020, resulting in ongoinghave led to delays in the delivery of our aircraft on order from Boeing. Most jurisdictions have now approved theA recent fuselage quality control issue identified on Boeing 737 MAX return to service, including9 aircraft, and the United States, China and Europe. Asresulting FAA limits on expansion of December 31, 2021, we had 43 Boeing 737 MAX aircraft deliveredproduction, is likely to lead to additional delays. Delivery delays can materially affect our revenues, results of operations, net income and on lease, and a further 67 Boeing 737 MAX aircraft on order, excluding aircraft for which we have cancellation rights.operating cash flows. Refer to “Item 3. Key Information—Risk Factors—Risks relating to market demand for, and lease rates and value of, aircraftflight 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.”

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 from their undiscounted cash flows.recoverable. If the grosssum of the expected undiscounted future cash flow test fails,flows is less than the difference betweenasset value (including the fair valuelease-related assets and liabilities of that asset, such as the maintenance rights assets, lease incentives, and maintenance liabilities), an impairment loss is recognized. The loss is measured as the excess of the carrying amountvalue of the asset is recognized as an impairment loss.over its estimated fair value. 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 areis more likely than not to be parted-out or otherwise disposed of sooner than their expected life, and new technological developments. 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. In that event, our estimates and assumptions regarding forecasted cash flows from our long-lived assets would need to be reassessed, including the duration of the economic downturn and the timing and strength of the pending recovery, both of which are important variables for purposes of our long-lived asset impairment tests. Any of our assumptions may prove to be inaccurate, which could adversely impact forecasted cash flows of certain long-lived assets, especially for older aircraft. If so, it is possible that there may be an event-driven impairment for other long-lived assets in the future and that any such impairment amounts may be material.

As of December 31, 2021, 4692023, 375 of our owned passenger aircraft under operating leases were 15 years of age or older. These aircraft represented approximately 13%7% of our total flight equipment and lease-related assets and liabilities as of December 31, 2021.2023. Please refer to “Item 5. Operating and Financial Review and Prospects—Critical accounting policies and estimates—Impairment charges”Flight equipment held for operating leases, net” for a detailed description of our impairment policy.

Parts of ourOur business dependdepends on the secure operation of our information technology, or IT, systems and the ITinformation systems of our third-party providers to manage, process, store and transmit information associated with aviation leasing. Like other global companies, we have, from time to time, experienced cybersecurity threats to our data and information systems, including malware and computer virus attacks, internet network scans, systems failures and disruptions.

A cyberattackcybersecurity incident, including a ransomware attack such as the one that occurred in January 2024, that bypasses our ITinformation security systems or the ITinformation security systems of our third-party providers, causingand causes an ITinformation security breach could lead to a material disruption of our ITinformation systems or the ITinformation 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. SuchIn addition, a cybersecurity incident at a third-party provider, lessee or other business counterparty could result in fraudulent activity that causes costs or other losses to us. Any such losses could harm our reputation andor result in competitive disadvantages, litigation, regulatory enforcement actions, lost revenues, additional costs andor liability. While we devote substantial resources to maintaining adequate levels of cybersecurity and other related controls, our resources and technical sophistication may not be adequate tocannot prevent all types of cyberattacks.cybersecurity incidents.

We depend largely upon our ITinformation systems and the ITinformation systems of our third-party providers in the conduct of all aspects of our operations. Such information systems are subject to damage or interruption from events such as power outages, computer and telecommunications failures, computer viruses, security breaches, enhanced cybersecurity threats arising from the use of artificial intelligence by bad actors, fire and natural disasters. Damage or interruption to these ITinformation 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-relatedinformation systems-related projects that will require ongoing IT-relatedinformation systems-related development, and conversion of existing information systems and the rollout of new information systems. Costs and potential problems or interruptions associated with the implementation of new or upgraded information systems and technology or with maintenance or support of existing information systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our ITinformation systems may have a material adverse effect on our business or results of operations.

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 beare governed by the laws of the Netherlands and our articles of association. The rights of shareholders under the laws of the Netherlands may differ from the rights of shareholders of companies incorporated in other jurisdictions. Many of our directors and executive officers and most of our assets and the assets of many of our directors are located outside the United States. In addition, our articles of association do not provide for U.S. courts as a venue for, or for the application of U.S. law to, lawsuits against us, our directors and executive officers. As a result, you may not be able to serve process on us or on such persons in the United States or obtain or enforce judgments from U.S. courts against us or them based on the civil liability provisions of the securities laws of the United States. There is doubt as to whether the Dutch courts would enforce certain civil liabilities under U.S. securities laws in original actions and enforce claims for punitive damages.

Under our articles of association, we indemnify and hold our directors, officers and employees harmless against all claims and suits brought against them, subject to limited exceptions. Under our articles of association, to the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder shall be governed exclusively by the laws of the Netherlands and subject to the jurisdiction of the Dutch courts, unless such rights or obligations do not relate to or arise out of their capacities listed above. Although there is doubt as to whether U.S. courts would enforce such provision in an action brought in the United States under U.S. securities laws, such provision could make judgments obtained outside of the Netherlands more difficult to enforce against our assets in the Netherlands or jurisdictions that would apply Dutch law.

We do not believe we will be classified as a PFIC for 2021. We cannot yet make a determination as2023. Although there can be no assurance, we do not expect to whether we will be classified as a PFIC for 20222024 or subsequent years. This expectation is based on our current operations and current law. 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. In our case, the determination is further complicated by the application of the PFIC rules to leasing companies and to joint ventures and financing structures common in the aviation leasing industry. It is unclear how some of these rules apply to us.rules. Further, this determination must be tested annually at the end of the taxable year and, while we intend to conduct our affairs in a manner that will reduce the likelihood of our becoming a PFIC, our circumstances may change in any given year. We do not intend to make decisions regarding the purchase and sale of aircraft with the specific purpose of reducing the likelihood of our becoming a PFIC. Accordingly, our business plan may result in our engaging in activities that could cause us to become a PFIC. There can be no assurance that we will not be classified as a PFIC for the current taxable year or any future taxable year. If we are or become a PFIC, U.S. shareholders may be subject to increased U.S. federal income taxes on a sale or other disposition of our ordinary shares and on the receipt of certain distributions and will be subject to increased U.S. federal income tax reporting requirements. Refer to “Item 10. Additional Information—Taxation—U.S. tax considerations” for a more detailed discussion of the consequences to you if we are treated as a PFIC and a discussion of certain elections that may be available to mitigate the effects of that treatment. We urge you to consult your own tax advisors regarding the application of the PFIC rules to your particular circumstances.

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. Our effective tax rate in any period is impacted by the source and the amount of earnings among our different tax jurisdictions. Our ability to defer the payment of some level of income taxes to future periods is dependent upon the continued benefit of accelerated tax depreciation on our flight equipment in some jurisdictions, the continued deductibility of external and intercompany financing arrangements and the application of tax losses prior to their expiration in certain tax jurisdictions, among other factors. A change in the division of our earnings among our tax jurisdictions could have a material impact on our effective tax rate and our financial results. In addition, we or our subsidiaries may be subject to additional income or other taxes in these and other jurisdictions by reason of the management and control of our subsidiaries, our activities and operations, where our aircraft operate, where the lessees of our aircraft (or others in possession of our aircraft) are located or changes in tax laws or practices, regulations or accounting principles. 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.

Our Irish tax resident group companies are currently subject to Irish corporate income tax on trading income at a rate of 12.5%, on capital gains at 33% and on other income at 25%. WeWhere the 12.5% rate applies to our income, we expect to incur additional top-up tax charges following the EU Directive being transposed into Irish law, which seeks to ensure that substantially allcompanies are taxed at a minimum effective tax rate of our Irish income will be treated as trading income for tax purposes in future periods.15%. As of December 31, 2021,2023, we had significant Irish tax losses available to carry forward against our trading income. 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 and to avail of the 12.5% rate depends in part on the extent and nature of activities carried on in Ireland, both in the past and in the future. In the past, the Irish Revenue Commissioners (“Irish Revenue”) issued certain confirmations regarding the application of the 12.5% tax rate to the activities, such as leasing and financing, undertaken by Irish lessors. Irish Revenue has advised that these confirmations will no longer apply with effect from January 1, 2024. Instead, certain aspects of the Irish leasing regime have been codified into law in Finance Act (No.2) 2023 and Irish Revenue is expected to release new guidance in early 2024 regarding the tax treatment of leasing companies. The combination of the revised law and final guidance (when available) could impose a higher threshold on the Irish lessors within our group when evidencing that they have sufficient activity to avail of the 12.5% rate on their leasing and financing activity.

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 leaseleasing of assets to lessees that operate in the United States. This conclusion will depend, in part, on continued qualification for the benefits of income tax treaties between the United States and other countries in which we are subject to tax (particularly Ireland). That in turn,qualification may depend on, among other factors, the nature and level of activities carried on by us and our subsidiaries in each jurisdiction, the identity of the owners of equity interests in subsidiaries that are not wholly owned and the identities of the direct and indirect owners of our indebtedness.

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. Failure to so qualify could result in the imposition of U.S. federal and state taxes, which could have a material adverse effect on our financial results.

We areAerCap Holdings N.V. (together with its subsidiaries, “AerCap,” “we,” “us,” or the global“Company”) is the industry leader inacross all areas of aviation leasing, with a portfolio consisting of 3,7013,452 aircraft, engines and helicopters that were owned, on order or managed as of December 31, 2021.2023. We provide a wide range of assets for lease, including narrowbody and widebody aircraft, regional jets, freighters, engines and helicopters. We focus on acquiring in-demand flight equipment at attractive prices, funding them efficiently, hedging interest rate risk prudently and using our platform to deploy these assets with the objective of delivering superior risk-adjusted returns. We believe that by applying our expertise, we will be able to identify and execute on a broad range of market opportunities that we expect will generate attractive returns for our investors. We have the infrastructure, expertise and resources to execute a large number of diverse transactions in a variety of market conditions. 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, 2021,2023, we executed 438953 aviation asset transactions.

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 ILFCGE Capital Aviation Services (“GECAS”) in 2014.2021. The acquisitionacquisitions of ILFC (the “ILFC Transaction”) and the GECAS Transaction(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.

AerCap is the global leader in aircraft leasing, leasing towith customers in every major geographical region. As of December 31, 2021,2023, we owned 1,7561,556 aircraft, and managed 196184 aircraft and had 417338 new aircraft on order. As of December 31, 2021,2023, the average age of our owned aircraft fleet, weighted by net book value, was 7.17.3 years. During the year ended December 31, 2021, our2023, the weighted average utilization rate for our owned aircraft utilization rate was 94%98%, calculated based on the number of days each aircraft was on lease during the year, weighted by the net book value of the aircraft. Approximately 1% of our owned aircraft were undergoing or designated for cargo conversion during the year ended December 31, 2023 and were therefore not calculated as utilized.

AerCap Cargo is a global leader in the air cargo market, with more than 2530 years’ experience and a global fleet of over 100120 aircraft that are owned, serviced or committed for conversion. AerCap Cargo provides 12ten types of modern narrowbody and widebody cargo aircraft to approximately 2017 customers around the world, including freight forwarders,e-commerce, express delivery and general cargo operators. AerCap Cargo also plays a developmental role in the provision of new cargo options, including the “Big Twin” freighter program between AerCap Cargo and Israel Aerospace Industries, which involves the conversion of the Boeing 777-300ER aircraft into long-haul large-capacity freighters. AerCap Cargo was also involved in the development of the Boeing 767-300BDSF as well asand the Boeing 737 Classiclaunch of Boeing’s 737BCF freighter conversion programs.program and, more recently, the A321 freighter conversion programs with EFW and ST Aerospace. AerCap Cargo’s largest customers are Amazon Maersk and ASL Aviation.Maersk.

AerCap is the world’s largest engine leasing company,lessor of spare engines, with over 900approximately 1,000 engines, including engines owned and managed engines (including engines owned by Shannon Engine Support Ltd (“SES”), our SES joint venture)venture with Safran Aircraft Engines (“Safran”), and over 7580 customers. Our ownedspare engine portfolio is predominantly comprised almost entirely of new technology engines manufactured by General Electric (“GE”) and CFM International engines,(“CFMI”), 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.

We have longstanding relationships and deep relationshipscontractual commitments with the two key engine original equipmentbiggest manufacturers of commercial aviation engines, GE Aviation and CFM International. We manage the globalCFMI, including financing and managing their spare engine pool for GE Aviation, and our joint venture SES manages the global spare engine pool for CFM International, in each case under a long-term management agreement.portfolios. The two largest customers of our engine leasing businessbusinesses are GE Aviation and SES, representing over 50% of the net book value of our owned engine portfolio.CFMI. AerCap, GE and GE AviationSafran agreed to continue their relationshipthese relationships following completion of the GECAS Transaction. In 2021, AerCap and Safran Aircraft Engines, the French aerospace manufacturer, entered into a 20-year joint venture agreement regarding SES.

AerCap Materials Inc. (“AerCap Materials”) is a global distributor of airframe and engine partscomponents 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 sparesspare airframe and engine component distribution, engine components,component and asset leasing, consignment services and acquisition.asset repair management. 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, andAirbus A320/A320neo Family and Embraer aircraft.

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. Many operators lease flight equipment under operating leases, as this reduces their capital requirements and costs and affords them flexibility to manage their fleetfleets more efficiently as flight equipment assets are returned over time. Since the 1970s and the creation of aircraft leasing pioneers Guinness Peat Aviation (“GPA”) and International Lease Finance Corporation (“ILFC”),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.

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.the sale of our flight equipment assets. 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. 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. 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. If we enter into a lease agreement for the same asset with a different lessee, we generally do so well in advance of the scheduled return date of the asset. When the asset is returned, maintenance work may be required before transition to the next lessee.

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.

The following table provides details regarding the aircraft, engine and helicopter transactions we executed during the years ended December 31, 2021, 20202023, 2022 and 2019.2021. 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:

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 on-site credit reviews for new lessees, which typically include extensive discussions with the prospective lessee’s management before we enter into a new lease. We also evaluate the jurisdiction in which the lessee operates to ensure we are in compliance with any regulations and evaluate our ability to repossess our assets in the event of a lessee default. Depending on the credit quality and financial condition of the lessee, we may require the lessee to obtain guarantees or other financial support from an acceptable financial institution or other third parties.party.

We typically require our lessees to provide a security deposit for their performance under a lease, including the return of the leased asset in the specified maintenance condition at the expiration of the lease.

All of our lessees are responsible for the maintenance and repair of the leased flight equipment as well as other operating costs during the lease term. Based on the credit quality of the lessee, we require some of our lessees to pay supplemental maintenance rents to cover major scheduled maintenance costs. If a lessee pays supplemental maintenance rents, we reimburse them for their maintenance events (as defined in the lease) up to the amount of their supplemental maintenance rent payments. Under the terms of our leases, at lease expiration, we retain excess maintenance rents to the extent that a lessee has paid us more supplemental maintenance rents than we have reimbursed them for their maintenance events. In most lease contracts that do not require the payment of supplemental maintenance rents, the lessee is generally required to redeliver the leased asset in a similar maintenance condition (normal wear and tear excepted) as when accepted under the lease. 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, 20212023 and 2020, approximately 34%2022, 33% and 35%31%, respectively, of our owned aircraft leases provided for supplemental maintenance rental payments.

We require the lessee to compensate us if the aircraft is not in the required condition upon redelivery. All of our leases contain provisions regarding our remedies and rights in the event of default by the lessee, and also include specific provisions regarding the required condition of the leased asset upon its redelivery.

Our lessees are also responsible for compliance with all applicable laws and regulations governing the leased asset and all related costs. We require our lessees to comply with either the FAA, EASA or their equivalent standards in other jurisdictions.

During the term of our leases, some of our lessees may experience financial difficulties resulting in the need to restructure their leases. Generally, our restructurings can involve a number of possible changes to the lease terms, including the voluntary termination of leases prior to their scheduled expiration, the arrangement of subleases from the primary lessee to a sublessee, the rescheduling of lease payments and the exchange of lease payments for other consideration. In some cases, we may repossess a leased asset and, in those cases, we usually export the leased asset from the lessee’s jurisdiction to prepare it for remarketing. In the majority of repossessions, we obtain the lessee’s cooperation and the return and export of the leased asset are completed without significant delay. In some repossessions, however, our lessees may not cooperate in returning leased assets and we may be required to take legal action. In connection with the repossession of an asset, we may be required to settle claims on such asset or to which the lessee is subject, including outstanding liens on the repossessed asset. Refer to “Item 3. Key Information—Risk Factors—Risks related to the financial strength of, and our relationship with, our lessees—If our lessees fail to cooperate in returning our assets following lease terminations, we may encounter obstacles and are likely to incur significant costs and expenses conducting repossessions” for a discussion of how repossessions may affect our financial results.

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, 2021.2023. 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.disassembly of an aircraft for the sale of its parts (“part-out”).

The following table presents the percentage of lease revenue of our owned portfolio from our top five lessees for the year ended December 31, 2021:2023:

We lease our aircraft to lessees located in every major geographical region. 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, 20202023, 2022 and 2019:2021:

We provide aircraft and engine asset management and corporate services to securitization vehicles, joint ventures and other third parties. As of December 31, 2021,2023, we had asset management servicing contracts with 2221 parties that owned 196184 aircraft and 221186 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. Our primary aircraft and engine asset management activities include:

We charge fees for our aircraft and engine management services based on a mixture of fixed and rental-based amounts, and we also receive performance-based fees related to the managed aircraft or engine lease revenues or sale proceeds.

We also provide corporate administrative and cash management services to securitization vehicles and joint ventures. We currently have corporate administration and/or cash management service contracts with eight parties. Our corporate administrative services consist primarily of accounting and corporate secretarial services, including the preparation of budgets and financial statements. Cash management services consist primarily of treasury services such as the financing, refinancing, hedging and ongoing cash management of these companies.

Through AerCap Materials, Inc. (“AerCap Materials”), we provide airframe and engine parts and supply chain solutions and we disassemble aircraft and engines into parts. AerCap Materials sells airframe parts to airlines, maintenance, repair and overhaul service providers, and aircraft parts distributors.

We develop and grow our aviation leasing business by executing on our focused business strategy, the key components of which are as follows:

Our ability to profitably manage flight equipment throughout theirits 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. We manage the long-term profitability of our flight equipment portfolio by:

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 2021,2023, we raised $30.5arranged $13.3 billion of financing, including noteconsisting primarily of notes issuances in the capital markets, bank debt and revolving credit facilities, $24 billion of which was for the purpose of financing the GECAS Transaction.facilities.

We intend to maintain an attractive portfolio of in-demand flight equipment by acquiring new flight equipment directly from manufacturers, executing purchase and leaseback transactions with airlines, assisting airlines with refleetings and pursuing other opportunistic transactions. We rely on our experienced team of portfolio management professionals to identify and purchase assets we believe are being offered at attractive prices or that we believe will experience an increase in demand over a prolonged period of time. 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.

We operate our business on a global basis, leasing flight equipment to customers in every major geographical region. 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 monitor our lessee exposure concentrations by both customer and country jurisdiction and intend to maintain a well-diversified customer base. We believe we offer a quality product, both in terms of assets and service, to all of our customers. We have successfully worked with many customers to find mutually beneficial solutions to operational and financial challenges. 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.

We seek to deploy our capital efficiently to provide the best long-term returns for our investors. We have a broad range of options for deployment of capital, including investment in flight equipment, repayment of debt, mergers and acquisitions and the return of capital to shareholders. We have deployed our capital across all of these areas in the past and will continue to seek opportunities to do so in the future.

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.

Following the GECAS Transaction, SES is a joint venture 50% owned by us and 50% owned by Safran Aircraft Engines.Safran. SES is headquartered in Shannon, Ireland, with marketing offices in Singapore, Beijing, China and Budapest, Hungary. SES offers spare engine solutions to CFM InternationalCFMI operators, including guaranteed pool access, short-term and long-term leases, trading and exchanges, all of which can be structured and combined to meet an individual airline’s fleet requirements. SES’s spare engine pools are located at certified MRO facilities around the world, close to international logistics hubs, to easily support airlines operating CFM56 and LEAP powered aircraft. We account for our investment in SES under the equity method of accounting.

We are one of the largest customers of Airbus and Boeing measured by deliveries of aircraft through 20212023 and our order backlog. We were also the launch customer of the Embraer E2 program. We are also among the largest purchasers of engines from each of CFM International,CFMI, GE Aviation, International Aero Engines, Pratt & Whitney and Rolls-Royce. These extensive manufacturer relationships and the scale of our business enable us to place large orders with favorable pricing and delivery terms. In addition, these strategic relationships with manufacturers and market knowledge allow us to participate in new aircraft designs, which gives us increased confidence in our airframe and engine selections. AerCap cooperates broadly with manufacturers seeking mutually beneficial opportunities.

The aviation leasing and sales business is highly competitive, and we face competition from other aviation leasing companies, airlines, aviation manufacturers, aviation brokers and financial institutions. 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 placemarketplace of the types of aircraft that can meet customer requirements. As a result of our geographical reach, diverse aircraft portfolio and success in remarketing our aircraft, we believe we are a strong competitor in all of these areas.

Our lessees are required under our leases to bear responsibility, through an operational indemnity subject to customary exclusions, and to carry insurance for any liabilities arising out of the operation of our flight equipment, including any liabilities for death or injury to persons and damage to property that ordinarily would attach to the operator of the asset.

In addition, our lessees are required to carry other types of insurance that are customary in the air transportation industry, including hull all risks insurance for both the aircraft and each engine whether or not installed on our aircraft (in each case, at a value stipulated in the relevant lease whichthat typically exceeds the aircraft net book value by approximately 10%) and hull war risks insurance covering risks such as hijacking and terrorism and, where permitted, including confiscation, expropriation, nationalization and seizure (subject to adjustment or fleet or policy aggregate limits in certain circumstances and customary exclusions). Our lessees are also required to carry aircraft spares insurance and aircraft third partythird-party liability insurance, in each case subject to customary deductibles and exclusions. We are named as an additional insured on liability insurance policies carried by our lessees, and we or our lenders are designated as a loss payee in the event of a total loss of an asset. We monitor the compliance by our lessees with the insurance provisions of our leases by securing confirmation of coverage from the lessees’ insurance brokers.

While the air transportation industry is highly regulated, we generally are not directly subject to most of these regulations, as we do not generally 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. 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. 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.

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. At least 107 countries including the United States, have indicated that they will participate in the voluntary phase-in of CORSIA in 2022. Limitations on emissions, such as the ETS and CORSIA, could favor the use of 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 older aircraft on a timely basis, on favorable terms, or at all. This is an area of law that is rapidly changingevolving and as of yet remains specific to certain jurisdictions.varies by jurisdiction. While we do not know at this timeit is uncertain whether new emissions restrictions will be passed, andor 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.

In addition, under our leases, we may be required in some instances to obtain specific licenses, consents or approvals for different aspects of the leases. These required items include consents from governmental or regulatory authorities for certain payments under the leases and for the import, re-export or deregistration of the leased assets. Also, to perform some of our cash management services and insurance services from Ireland under our management arrangements with our joint ventures and securitization entities, we are required to have a license from the Irish regulatory authorities, which we have obtained.

The United States, among other jurisdictions, regulates the export of goods, software, technology, and military items from the United States. In addition to the Office of Foreign Assets Control, two principal U.S. Government agencies have regulatory authority in this area. The U.S. 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”).

ITAR and EAR compliance are an integral part of AerCapAerCap’s compliance activities. As a result of the GECAS Transaction,Our wholly-owned subsidiary, Milestone Aviation, is a helicopter operating lessor whichthat engages in defense trade activities, became a wholly-owned subsidiary of AerCap.activities. While our fleet is comprised of civil helicopters, certain of the helicopters (generally helicopters configured for search and rescue (“SAR”)SAR or police services missions) are equipped with controlled equipment covered by active ITAR licenses. In view of our defense trade activities, The Milestone Aviation Group LLC is registered with DDTC as an exporter and broker under ITAR. The controlled equipment in our fleet may require prior authorizations to be exported to certain jurisdictions. Any failures by us or our customers or suppliers to comply with these laws and regulations could result in civil or criminal penalties, fines, investigations, adverse publicity or restrictions on its ability to continue to engage in business activities involving controlled equipment, and repeat failures could carry more significant penalties. Any changes in export or sanctions regulations may further restrict business activities involving controlled equipment. The length of time required by the licensing processes can vary, potentially delaying helicopter lease transactions and the recognition of the corresponding revenue.

Please refer to “Item 3. Key Information—Risk Factors—Risks related to the geopolitical, regulatory, corporate responsibility and legal exposure of our business—We are subject to variousregulatory and compliance 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—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.

We haveAerCap Holdings N.V. has registered the “AerCap” nametrademark with various intellectual property offices, including those in the United States, Argentina, Australia, Benelux, Brazil, Canada, Chile, European Union, Intellectual Property OfficeHong Kong, Indonesia, Ireland, Korea, Mexico, New Zealand, Pakistan, Panama, Saudi Arabia, Sri Lanka, Trinidad and Tobago, Turkey, United Arab Emirates and the United States Patent and Trademark Office,Kingdom, as well as filed the “AerCap” trademark with the World Intellectual Property Organization International (Madrid) Registry(“WIPO”). AerCap Holdings N.V. has also filed trademark applications for the “AerCap” logos and the “Never Stand Still” trademark with various local trademark authorities.intellectual property offices, including those in the United States, Australia, Belarus, Benelux, Brazil, Canada, China, the European Union, India, Indonesia, Ireland, Japan, Mexico, New Zealand, Norway, Republic of Korea, Russia, Switzerland, Thailand, Turkey, United Arab Emirates, the United Kingdom, Vietnam and WIPO. The Milestone Aviation Group LLC has registered the “Milestone” trademark with the United States Patent and Trademark Office, the European Union Intellectual Property Office, and various local trademark authorities.

We are proud of our high-performance culture, which is built on the values of Ambition, Excellence and Respect. We believe that true success is built upon a foundation of trust and integrity, and we endeavor to create an environment where our people feel included and empowered to do their best work and reach their full potential. We strive to conduct our business with integrity and in an honest and responsible manner and to build and maintain long-term, mutually beneficial relationships with our customers, suppliers, shareholders, employees and other stakeholders. These values contribute to sustainable long-term value creation for AerCap and its stakeholders and are further specified in our code of conduct and our ethics-related compliance policies, procedures, trainings and programs. Ethical behavior is strongly promoted by the managementsenior leadership team. The Company has an excellent track record in relation to ethics and compliance. These ethical values are reflected in the Company’s long-term strategy and our way of doing business. During 2023, we launched our new corporate brand identity and our new employer brand, which emphasize and reinforce our culture and values.

During 2021, 2023, our Board-level ESG Committee (“the ESG Committee”) met four 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. 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, greenhouse gas emissions management, charitable outreach, financial reporting and reputational risk management. The ESG Committee is responsible for assisting AerCap’s Board of Directors discussedin defining and reviewed ourreviewing the Company’s strategy relating to ESG and developing and maintaining the Company’s policies, programs, targets and initiatives in this space. This approach is designed to provide dedicated oversight of ESG issues at the highest level. In December 2022, AerCap’s Board of Directors approved AerCap’s ESG Strategy, which is aligned with AerCap’s overall strategic approach to environmental, socialbe positioned for growth and governance (“ESG”) related topicsresilient against risks. This ESG Strategy outlines the Company’s overall ESG goals, risks and other values that contribute to a cultureopportunities and is focused on long-term value creation. the impact AerCap can have through asset purchases and sales, leasing activity, financing and investment, collaboration with partnerships, engagement on policy, governance and AerCap’s role as an employer.

In April 2021,2023, we published a newour latest annual ESG report (the “2022 ESG Report”), which was prepared in accordance with thebased on Global Reporting Initiative Standards: Core option, which(“GRI”) Standards. The 2022 ESG Report is publicly available on our website and is not incorporated by reference into this annual report. The report2022 ESG Report sets forth in detail our commitment to growing our business in a responsible and sustainable way. We continue to expand and refine our ESG reporting, based on best practices and our engagement with stakeholders and their expectations. In December 2021, our Board of Directors established an ESG Committee, which aims2022, AerCap published its Scope 3 greenhouse gas emissions from downstream leased assets (owned aircraft only) for every year since 2015. Since 2014, AerCap has transformed its fleet from approximately 6% new technology aircraft measured by net book value 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. 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 issuesapproximately 70% new technology aircraft at the end of 2023, among the highest level.

Through AerCap Materials, we are able to efficiently retire aircraft. ICAO estimates that approximately 85-90% of an aircraft can be recycled back into the supply chain either as spare parts or raw materials. AerCap Materials has been certified by the International Organization for Standardization and the Aircraft Fleet Recycling Association and has over 50 years’ experience in this field, contributing to our processes designed to help ensure that aircraft are retired with adherence to strict environmental footprint.and safety protocols.

In our offices globally, AerCap is committed to theincreasing our efficient use of resources and the reduction ofreducing unnecessary waste. Our head officeheadquarters in Dublin has been Leadership in Energy and Environmental Design Platinum certified for sustainability in the areas ofsuch as building materials, energy and water use and accessibility. Our office buildings in Los Angeles and Singapore hold similar green building certifications. The Company has invested resourcesWe are working with our landlords to improve greenhouse gas emissions and corresponding mitigating initiatives.the efficiency of our other offices.

Our Board of Directors along with members of theAt AerCap, senior leadership team overseewe believe our human capital management. We have zero tolerance of human rights violations, including modern day slavery, child labor and human trafficking, and we monitor for occurrences of these both inemployees are our operations and through our supply chain. We have a diverse workforce with employees from over 25 countries around the world. We align our non-discrimination policies with local laws in the locations where we operate, and we see great value in the diversity of cultural, ethnic, gender, social and education backgrounds as we serve customers in over 80 different countries around the world.

AerCap is proud to be a founder and sponsor of athe prestigious master’s degreeMSc in aviation financeAviation Finance program at a renowned university.University College Dublin (“UCD”) Michael Smurfit Graduate Business School since the program launched in 2015. In addition to sponsorship, this program involves lectures by some of ourthe Company also arranges for key employees to give lectures to students and provides internships provided by the Company to a number of international students from the program,program. This gives graduates the opportunity to gain valuable hands-on experience in linea range of disciplines. In 2019, AerCap established a scholarship program with the global natureUniversity of Limerick (“UL”), the first Women in Aviation program of its type in Ireland. The program aims to create awareness amongst female students of Aeronautical Engineering as a career option and identityencourage more women to join the industry. Since the launch of the Company and our business. In August 2021, weinitiative five first-year students of the UL Bachelor of Engineering in Aeronautical Engineering have been awarded the AerCap Women in Aviation Scholarship. As well as an annual financial bursary provided to the scholarship recipients, students have the opportunity to gain first-hand experience through an eight-month internship in the AerCap technical department with mentoring from experienced professionals in the team.

AerCap launched a four-year scholarship program providing ten scholarships to students ofin 2021 in partnership with the Faculty of Engineering at the International School of Engineering at Chulalongkorn University, Thailand’sThailand, the country’s number one ranked university and a world-class leader in aerospace engineering education. In addition to the scholarships, AerCap will provideprovides a range of tailored support to students, including guest lectures, and workshops, and summer internships. As part of the scholarship program, final year students will undertake a research project focused on ESG and related innovations in collaborationthe aviation industry, supported by AerCap. As part of our scholarship program with Chulalongkorn University, we sponsored the AerCap which will focus on our environmental objectivesESG Challenge, where we invited aerospace engineering students to reduce our carbon footprintshowcase their innovative ideas and solutions to drive sustainable growth for our airline customers andtackle ESG challenges in the wider aviation industry.

The following table presents our aircraftflight equipment portfolio by type of aircraft as of December 31, 2021:2023:

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, 2021:31:

During the year ended December 31, 2021,2023, we had the following activity related to owned aircraft:

The following table details our 417338 aircraft on order as of December 31, 2021:2023:

We purchase new and used aircraft directly from aircraft manufacturers, airlines and financial investors. The aircraft we purchase are both on-lease and off-lease, depending on market conditions and the composition of our portfolio. The buyers of our aircraft include airlines, financial investors and other aircraft leasing companies. We acquire aircraft at attractive prices in three primary ways: by purchasing large quantities of aircraft directly from manufacturers to take advantage of volume discounts,discounts; by purchasing portfolios consisting of aircraft of varying types and agesages; and by entering into purchase and leaseback transactions with airlines. In addition, we also opportunistically purchase individual aircraft that we believe are being offered at attractive prices. Through our marketing team, which is in frequent contact with airlines worldwide, we are also able to identify attractive acquisition and disposition opportunities. We sell aircraft when we believe the market price for the type of aircraft has reached its peak or to rebalance the composition of our aircraft portfolio.

As of December 31, 2021,2023, we had 250,347,345215,543,739 ordinary shares issued, including 245,395,448202,493,168 ordinary shares issued and outstanding, and 4,951,89713,050,571 ordinary shares held as treasury shares. Our issued and outstanding ordinary shares included 5,822,8114,561,249 shares of unvested restricted stock.

Our primary capital expenditure is the purchase of flight equipment under purchase agreements with the manufacturers (primarily, Airbus, Boeing and Embraer for aircraft). Please refer to “Item 5. Operating and Financial Review and Prospects—Liquidity and capital resources” for a detailed discussion of our capital expenditures. The following table presents our capital expenditures for the years ended December 31, 2021, 20202023, 2022 and 2019:2021:

We lease our Dublin, Ireland headquarters office facility under a 25-year lease that began in December 2015, whichthat has a termination right, at our option, in 2031. We lease our Shannon, Ireland office facilitiesfacility under four separate leases, one of whicha lease that expires in 2033, with an option to terminate in 2029 and three of which expire in 2029 with options to terminate in 2024.2029. We lease our Singapore office facility under three leases that expire by February 2024. In January 2022 we entered into a lease forthat expires in February 2029. We lease our Miami office facility under a lease that expires in December 2034.2034, with an option to terminate in 2030. In addition to the above facilities, we also lease small offices in various locations around the world, includingincluding: Dublin, Ireland,Ireland; Memphis, Tennessee; Amsterdam, The Netherlands,Netherlands; London, United Kingdom; Shanghai, China,China; and Dubai, United Arab Emirates and Abu Dhabi, United Arab Emirates.

Item 4A.    Unresolved Staff Comments

Item 5.    Operating and Financial Review and Prospects

Net income attributable to AerCap Holdings N.V. for the year ended December 31, 20212023 was $1$3.1 billion, compared to a net loss attributable to AerCap of $299$726 million for the year ended December 31, 2020.2022. For the year ended December 31, 2021,2023, diluted earnings per share was $6.71$13.78 and the weighted average number of diluted shares outstanding was 149,005,981.227,656,343, compared to diluted net loss per share of $3.02 and weighted average number of diluted shares of 240,486,849 for the year ended December 31, 2022. Net interest margin, the difference between basic lease rents and interest expense, excluding the mark-to-market of interest rate caps and swaps, was $2.6cash flows provided by operating activities were $5.3 billion for the year ended December 31, 2021. Annualized2023, compared to net spread less depreciation and amortization was 2.2%cash flows provided by operating activities of $5.2 billion for the year ended December 31, 2021. Please refer to “Item 5. Operating and Financial Review and Prospects—Non-GAAP measures” for a reconciliation of net interest margin, annualized net spread and annualized net spread less depreciation and amortization to the most closely related U.S. GAAP measure for the years ended December 31, 2021 and 2020.

The Covid-19 pandemic and responsive government actions continue to cause economic disruption and a reduction in commercial airline traffic as compared to pre-pandemic levels, resulting in an adverse impact on air travel in certain jurisdictions, the aviation industry and the demand for commercial aircraft. Despite the ongoing challenges of the Covid-19 pandemic, in 2021In 2023, AerCap:

Also in 2023, GE sold all 111,500,000 of our previous ESG ratingordinary shares, which represented 46% of “BBB.”our ordinary shares immediately following the GECAS Transaction. As of November 16, 2023, GE no longer beneficially owned any of our outstanding ordinary shares.

During the year ended December 31, 2021,2023, we purchased 4580 new technology owned aircraft, five76 engines and eight17 helicopters for approximately $2.4$6.4 billion. As of December 31, 2021,2023, we owned 1,7561,556 aircraft and managed 196184 aircraft. We also owned or managed over 900approximately 1,000 engines (including engines owned and managed by SES) and owned over 300 helicopters. As of December 31, 2021,2023, we had 417338 new aircraft on order. The average age of our fleet of 1,7561,556 owned aircraft, weighted by net book value, was 7.17.3 years as of December 31, 2021.2023.

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.

Nearly all of ourOur 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. During the year ended December 31, 2021, 1.2%2023, 1.5% of our basic lease rents from aircraft under operating leases was attributable to leases with lease rates tied to floating interest rates. 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. 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:

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. 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.

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. 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. 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. 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.

Other income consists of proceeds from claims sales, interest revenue, management fee revenue, insurance proceeds, claims sales, inventory sales and income related to other miscellaneous activities.

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. 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.

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.

Our operating expenses consist primarily of depreciation and amortization, net (recoveries) charges related to Ukraine Conflict, interest expense, leasing expenses and selling, general and administrative expenses.

Our depreciation expense is influenced by the adjusted gross book values, depreciable lives and estimated residual values of our flight equipment. 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.

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, litigation expenses, insurance expenses and provisions for credit losses on notes receivable, trade receivables, loans and investment in finance leases, net.

Maintenance rights assets are recognized at fair value when we acquire flight equipment subject to existing leases. 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.

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. 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.

Our operations are taxable primarily in Ireland, the two main jurisdictions in whichsignificant jurisdiction where we manage our business: Ireland and the United States.business. Deferred taxes are provided to reflect the impact of temporary differences between our income before income taxes and our taxable income. Our effective tax rate has varied from year to year. The primary source of temporary differences is the availability of tax depreciation in our primary operating jurisdictions.jurisdiction. Our effective tax rate in anyhas varied from year depends onto year. Our effective tax rate is impacted by the source and amount of earnings among our various tax rates in the jurisdictions, from which our income is derived, along with the extent of permanent tax differences betweenrelative to pre-tax income or loss, before income taxes and taxable income.certain other discrete items.

We have tax losses in certain jurisdictions that can be carried forward, which we recognize as deferred tax assets. We evaluate the recoverability of deferred tax assets in each jurisdiction in each period based upon our estimates of future taxable income in these jurisdictions. If we determine that we are not likely to generate sufficient taxable income in a jurisdiction prior to expiration, if any, of the availability of tax losses, we establish a valuation allowance against the tax loss to reduce the deferred tax asset to its recoverable value. We evaluate the appropriate level of valuation allowances annually and make adjustments as necessary. Increases or decreases to valuation allowances can affect our income tax (expense) benefit (expense) in our Consolidated Income Statements and consequently may affect our effective tax rate in a given year.

Our results of operations have also been affected by a variety of other factors, primarily:

During 2020,2023, we did not recognize any transaction-related expenses.

During 2021,2022, we completed sales of flight equipment for aggregate proceeds of $2.2 billion and recognized impairment chargesa net gain on sale of $128.4 million related to sales transactions and lease terminations.assets of $229 million.

During 2020, we recognized impairment charges2023, our Board of $1.1Directors authorized total repurchases of up to $2.9 billion related primarily to current technology widebody aircraft, in particular Airbus A330 and Boeing 777 aircraft. In addition, we recognized impairment charges related to sales transactions and lease terminations. We also assessed our indefinite-lived goodwill assets for impairment and recognized impairment charges related to goodwill.

During 2021,2023, we recognized $635$6 million of proceeds from the sale ofrelated to unsecured claims in other income.

During 2020, we did not recognize proceeds from the sale of unsecured claims.