UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

Commission file number 001-33159

AerCap Holdings N.V.
(Exact name of Registrant as specified in its charter)

The Netherlands
(Jurisdiction of incorporation or organization)

AerCap House
65 St. Stephen’s Green
Dublin D02 YX20
Ireland
+ 353 1 819 2010

(Address of principal executive offices)

Vincent Drouillard, AerCap House, 65 St. Stephen’s Green, Dublin D02 YX20, Ireland
Telephone number: +353 1 819 2010, Fax number: +353 1 672 0270
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Ordinary Shares
AER
The New York Stock Exchange
5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079
AER79
The New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or ordinary stock as of the close of the period covered by the annual report.

Ordinary Shares, Euro 0.01 par value
245,395,448

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Accelerated filer
Non accelerated filer
(Do not check if a
smaller reporting company)
Emerging growth company


Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP
International Financial Reporting Standards as
issued by the International Accounting Standards Board
Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

2021 Auditor Name: KPMG, Auditor location: Dublin, Ireland, Audit Firm ID: 1116





EXPLANATORY NOTE

AerCap Holdings N.V. (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 20-F for the year ended December 31, 2021 (the “Original Form 20-F”), as filed with the United States Securities and Exchange Commission (the “SEC”) on March 30, 2022 (the “Original Filing Date”), as an exhibits-only filing, solely to update the Form 20-F to provide Exhibit 2.7 and Exhibit 2.8 and to amend the exhibit index pursuant to Item 19 of Form 20-F.

Except as described above, no changes have been made to the Original Form 20-F, and this Amendment No. 1 does not modify, amend or update the financial or other information contained in the Original Form 20-F. This Amendment No. 1 does not reflect any events that have occurred on or after the Original Filing Date. Among other things, the Company has not revised forward-looking statements made in the Original Form 20-F to reflect events that occurred or facts that became known to the Company after the Original Filing Date. Therefore, this Amendment No. 1 should be read in conjunction with the Original Form 20-F and any other documents that the Company has filed with the SEC on or after the Original Filing Date.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), this Amendment No. 1 also includes as exhibits the certifications of the Chief Executive Officer and Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Item 15 of Form 20-F, paragraphs 3, 4, and 5 have been omitted from such certifications. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) because no financial statements are filed with this Amendment No. 1.

This Amendment No. 1 consists solely of the cover page, this explanatory note, the exhibit index and the exhibits filed herewith.




Item 19. Exhibits

We have filed the following documents as exhibits to this annual report:

Exhibit Number
 
Description of Exhibit
     

     

     

     

Deed of Amendment, dated as of April 9, 2014, relating to the Amended and Restated Facility Agreement, dated as of December 14, 2012, among the Banks and Financial Institutions named therein as ECA Lenders, Crédit Agricole Corporate and Investment Bank, as ECA Agent, National Agent, and Security Trustee, Citibank International PLC, as ECA Agent and National Agent, Jetstream Aircraft Leasing Limited, as Principal Borrower, ALS 3 Limited and Airstream Aircraft Leasing Limited, as Borrowers, AerCap Ireland Limited and AerCap A330 Holdings Limited, as Principal AerCap Obligors, the companies named there in as Lessees and Lessee Parents, Citibank, N.A., as Administrative Agent, and AerCap Holdings, N.V. (filed as an exhibit to our Form 20-F for the year ended December 31, 2014 and incorporated herein by reference)
     

     

     

     

     

     

     

     





Exhibit Number
 
Description of Exhibit
     

     

     

     

     

     

     

     

     

     

     

     

     





Exhibit Number
 
Description of Exhibit
     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     





Exhibit Number
 
Description of Exhibit
     

     

     

     

     

     

     

     

     

     

     

     

     

     

     




Exhibit Number
 
Description of Exhibit
     
2.56
 
The Company agrees to furnish to the SEC upon request a copy of each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries
     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     




Exhibit Number
 
Description of Exhibit
     
101***
 
The following financial information formatted in Inline eXtensible Business Reporting Language (iXBRL):
     
   
(1) Consolidated Balance Sheets as of December 31, 2021 and 2020
     
   
(2) Consolidated Income Statements for the Years Ended December 31, 2021, 2020 and 2019
     
   
(3) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019 (4) Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
     
   
(5) Consolidated Statements of Equity for the Years Ended December 31, 2021, 2020 and 2019
     
   
(6) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags
     
104
 
The cover page from the Company’s annual report on Form 20-F for the year ended December 31, 2021, formatted in Inline XBRL (included in Exhibit 101)

* Filed herewith.
** Previously furnished with the initial filing of the Original Form 20-F, filed on March 30, 2022.
*** Previously filed with the initial filing of the Original Form 20-F, filed on March 30, 2022.




SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on Form 20-F for the year ended December 31, 2021 on its behalf.

AERCAP HOLDINGS N.V.
 
By:
/s/ AENGUS KELLY
 
Aengus Kelly
Chief Executive Officer

Date: May 17, 2022