AerCap Holdings N.V.
AerCap House
Stationsplein 965
1117 CE Schiphol Airport Amsterdam
The Netherlands

November 18, 2009

VIA EDGAR AND HAND DELIVERY

Mail Stop 4631

Pamela Long
Assistant Director
Division of Corporation Finance

U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re:

AerCap Holdings N.V.
Registration Statement on Form F-4
Filed October 6, 2009
File No. 333-162365
Annual Report on Form 20-F for the fiscal year ended December 31, 2008
Filed April 1, 2009
File No. 1-33159
Genesis Lease Limited
Annual Report on Form 20-F for the Year Ended December 31, 2008
Filed March 6, 2009
File No. 001-33200

Dear Ms. Long:

        On behalf of AerCap Holdings N.V. (the "Company"), this letter responds to the letter of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Staff"), dated November 4, 2009, setting forth comments to (i) the Registration Statement on Form F-4 (the "F-4") filed by the Company with the U.S. Securities and Exchange Commission (the "Commission") on October 6, 2009, (ii) the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2008 filed with the Commission on April 1, 2009 (the "Company's 20-F") and (iii) Genesis Lease Limited's ("Genesis") Annual Report on Form 20-F for the year ended December 31, 2008 filed with the Commission on March 6, 2009 ("Genesis' 20-F"). Set forth below are the Staff's comments, indicated in bold, and the Company's responses. In addition, amendment No. 1 to the F-4 ("Amendment No. 1") is being filed by the Company today with the Commission by electronic submission. Any terms not defined herein shall have the meanings set forth in Amendment No. 1. For your convenience, the Company has included herewith a blackline reflecting changes to the F-4 filed on October 6, 2009.

General

1.

Please provide us with copies of the agreements setting forth the arrangements among AerCap, Citi and Morgan Stanley concerning Citi's and Morgan Stanley's potential purchase and resale of AerCap shares if any AerCap shareholders exercise appraisal rights. In addition, please tell us what consideration you have given to filing these agreements as exhibits to the registration statement.

Furnished supplementally herewith are copies of the Citi Subscription Agreement and the Morgan Stanley engagement letter setting forth the arrangements between the Company, on the one hand,

and Citi and Morgan Stanley, respectively, on the other hand, concerning Citi's and Morgan Stanley's potential purchase and resale of Company shares if any Company shareholders exercise appraisal rights. The Company respectfully submits that Amendment No. 1 summarizes the material aspects of these arrangements (specifically on pages 9, 51, 60, 61, 72 and 73), that each of the Citi Subscription Agreement and the Morgan Stanley engagement letter is in a customary form for such arrangement and that the agreements do not constitute material contracts required to be filed as an exhibit to the registration statement by Item 601 of Regulation SK.

2.

Please provide us with your analysis of the appropriateness under the requirements of Form F-4 and the applicable rules of including the potential resale transaction involving Citi and Morgan Stanley in this registration statement.

In connection with preparing the F-4, counsel to the Company, Citi and Morgan Stanley had a teleconference on September 3, 2009 with Paul Dudek, Chief of the Office of International Corporate Finance of the Commission, to discuss whether the F-4 could be used for resales of shares that might be issued to Citi and Morgan Stanley under the circumstances described in the proxy statement/prospectus. The beginning of the analysis discussed in that teleconference was that Form F-4 General Instruction A.1. states that "This form may be used by any foreign private issuer … for registration … of securities to be issued … in a transaction of the type specified in paragraph (a) of Rule 145 … [or] in a public reoffering or resale of any such securities acquired pursuant to this registration statement." General Instruction F to Form F-4 addresses disclosures when a registration statement relates to offerings pursuant to Rule 415(a)(1)(viii). That rule allows the registration of securities on a delayed or continuous basis "which are to be issued in connection with business combination transactions" (emphasis added). The Company believes that the shares which may be issued to Citi and Morgan Stanley, the issuance of which is contingent on the completion of the Amalgamation, are shares that will be issued in a Rule 145(a) transaction (i.e., the Amalgamation) and will certainly be issued in connection with the business combination between the Company and Genesis. Given that Citi and Morgan Stanley might be deemed to be underwriters of the shares which may be issued to them, the Company also wishes to use the F-4 for the public reoffering of such shares. The form of prospectus supplement included with the F-4 provides, under the heading "Selling Shareholders," for the information required in accordance with Item 7 of Form F-4 (Additional Information Required for Reoffering by Persons and Parties Deemed To Be Underwriters). Moreover, the Company believes that no benefit would be provided to the public by taking the view that the resale of the Citi and Morgan Stanley shares cannot be covered by the F-4, as the alternative of filing a new registration statement on Form F-3 specifically to cover such resales would not provide any additional information to investors or provide any superior protection. While no official Staff position was taken as a result of the conference call with Mr. Dudek, the Company believed that the conclusion of all parties to that call was that the F-4 would be an appropriate means for registering the Citi and Morgan Stanley resales. Also, the Company notes that the potential resale of Company shares is disclosed in note (1) to the Amount to be Registered on the F-4 cover page to the Registration Statement (as suggested by Mr. Dudek in the teleconference) and the Explanatory Note on the page following immediately thereafter.

3.

Please note that Genesis' letter to shareholders must serve also as an outside front cover page of the proxy statement/prospectus. Please ensure that you include all of the information required by Item 501(b) of Regulation S-K, including the maximum number of common shares that AerCap may issue in the amalgamation and a prominent cross-reference to the Risk Factors section of the prospectus. See Item 1 of Form F-4.

Genesis' letter to shareholders will serve also as an outside front cover page of the proxy statement/prospectus, and has been revised to include all of the information required by Item 501(b) of Regulation S-K, including the maximum number of common shares that the

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Company may issue in the Amalgamation and a prominent cross-reference to the Risk Factors section of the prospectus.

4.

In June 2008, AerCap Partners I Holding Limited, a joint venture which you consolidate, acquired a portfolio of 19 aircraft from TUI Travel. Based on disclosures on page 73, it appears that the total purchase price was approximately $521 million. Please tell us if you made any other significant purchases of portfolio of aircraft or engines during 2008 and 2009. Please address your consideration of whether financial statements should be provided pursuant to Rule 3-05 of Regulation [S-X] regarding any of these purchases as well as whether your pro forma financial statements should be expanded to reflect this acquisition pursuant to Rule 11-01 of Regulation S-X. Please also clearly disclose in the notes to your financial statements how you determine whether the acquisition of aircraft or engines represents a business combination.

No other significant purchases of portfolio of aircraft or engines were made during 2008 and 2009. The Company does not consider the purchase of the TUI portfolio as an acquisition of a business. Rather, the Company considers the purchase as an acquisition of a group of assets. In conjunction with this portfolio acquisition, the Company did not acquire physical facilities, an employee base, a customer base, trade names or any of the other attributes noted in Rule 11-01 of Regulation S-X. On this basis, the Company concluded that the TUI acquisition does not constitute a business combination and determined that Regulation S-X Rules 3-05 and Rule 11-01 were inapplicable. Accordingly, the Company believes that the pro forma financial statements do not need to be expanded to reflect this acquisition. Disclosures regarding how the Company determines whether or not the acquisition of aircraft or engines represents a business combination will be included in future filings.

5.

Paragraph 5 of SFAS 160 requires the presentation and disclosure requirements of SFAS 160 to be retroactively applied for all periods presented. Given your adoption of SFAS 160 in your interim financial statements as of June 30, 2009 as incorporated by reference to your Form 6-K dated September 1, 2009, please provide restated audited financial statements which retrospectively apply SFAS 160 for each of three years ended December 31, 2008.

SFAS 160 has been retrospectively applied for all periods presented in Amendment No. 1. Amendment No. 1 includes the following footnotes referencing the retrospective application of SFAS 160 on pages 12 and 14, respectively:

"In December 2007, the FASB issued SFAS 160, requiring that the amount of net earnings and losses attributable to the parent and to the non-controlling interests be clearly identified and presented on the face of the Consolidated Statement of Earnings. Pursuant to the transition provisions of the statement, AerCap adopted SFAS 160 as of January 1, 2009. The presentation and disclosure requirements have been applied retrospectively for AerCap for all periods presented."

"In December 2007, the FASB issued SFAS 160, requiring non-controlling interests (sometimes called minority interests) to be presented as a component of equity on the balance sheet. Pursuant to the transition provisions of the statement, AerCap adopted SFAS 160 as of January 1, 2009. The presentation and disclosure requirements have been applied retrospectively for AerCap for all periods presented."

The Company further acknowledges the Staff's views on the potential need to restate the audited financials as mentioned in the Regulations Committee meetings. However, the retroactive application of SFAS 160 was not considered to be material to the Company as the cumulative effect on the Company's total equity was less than 5% and did not have any impact on the Company's consolidated income statement for all historic periods presented in the F-4. Further, rather than including the historical financial statements in the filing, they were incorporated by reference. Therefore, the Company believed that restatement was not necessary.

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Summary, page 1

Opinion of Citigroup Global Markets Inc., Genesis' Financial Advisor (page 48), page 3; Opinion of Morgan Stanley & Co. Incorporated, AerCap's Financial Advisor (page 57), page 3

6.

Please provide us two copies of all outlines, summaries, reports, projections or board books prepared and furnished by Citigroup to Genesis' board of directors and by Morgan Stanley to AerCap's board of directors. Please note that we may have additional comments after reviewing these materials.

Two (2) copies of the presentation materials prepared by Citi for the Genesis board of directors at its September 17, 2009 meeting and summarized under the caption "THE AMALGAMATION—Opinion of Citigroup Global Markets Inc., Genesis' Financial Advisor" are being provided to the Staff under separate cover by counsel for Citi on a confidential and supplemental basis pursuant to Rule 12b-4 under the Exchange Act of 1934, as amended, and Rule 418 under the Securities Act of 1933, as amended. In accordance with such Rules, counsel for Citi has requested that these materials be returned promptly following completion of the Staff's review thereof. By separate letter, counsel for Citi also has requested confidential treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83.

Two (2) copies of the discussion materials dated September 1, 2009 furnished by Morgan Stanley to the board of directors of the Company and summarized under the caption "THE AMALGAMATION—Opinion of Morgan Stanley & Co. Incorporated, AerCap's Financial Advisor", are being provided to the Staff under separate cover by counsel for Morgan Stanley on a confidential and supplemental basis pursuant to Rule 12b-4 under the Securities Exchange Act of 1934, as amended, and Rule 418 under the Securities Act of 1933, as amended. In accordance with such Rules, counsel for Morgan Stanley has requested that these materials be returned promptly following completion of the Staff's review thereof. Counsel for Morgan Stanley also has requested confidential treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83.

Tax Considerations (page 99), page 5

7.

Please add disclosure here to clarify, as you do on page v, that certain holders of Genesis common shares that are U.S. persons and have not made an election to treat Genesis as a "qualifying electing fund" for U.S. federal income tax purposes may recognize gain for U.S. federal income tax purposes as a result of the amalgamation.

Disclosure has been added on page 5 of Amendment No. 1 to clarify that certain holders of Genesis Common Shares that are U.S. persons and have not made an election to treat Genesis as a "qualifying electing fund" for U.S. federal income tax purposes may recognize gain for U.S. federal income tax purposes as a result of the Amalgamation.

Unaudited Pro Forma Combined Financial Statements, page 17

8.

In your Form 6-K filed on September 18, 2009 as well as on page 69 of the filing, you disclose your intention to purchase 13 aircraft from GE Capital Aviation Services. Please also address the following regarding the purchase of this aircraft:

•

Please describe the nature of the relationship between GE Capital Aviation Services and Genesis Lease Limited;

As set forth on page 42 of Amendment No. 1, GECAS is Genesis' servicer and an affiliate of Genesis' largest shareholder.

•

Please disclose how you intend to account for the purchase of this aircraft, including what consideration you gave as to whether it is part of the business combination transaction between

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you and Genesis Lease Limited pursuant to paragraphs 57 and 58 of SFAS 141(R). Please also address what consideration you gave as to whether this purchase should be accounted for as a separate business combination pursuant to SFAS 141(R);

The Company intends to account for the purchase of the GECAS aircraft as a separate purchase of a portfolio of aircraft based on the considerations discussed below. At the time the Amalgamation Agreement was entered into, the intended purchase of aircraft from GECAS was still based only on a non-binding letter of intent, which was signed in April of 2009 (i.e., the Company could decide to purchase none or all of the aircraft). Since that time, the Company has purchased two of the 13 aircraft, but no binding commitment to purchase the remaining 11 aircraft has been entered into with GECAS. Furthermore, the two aircraft purchased were at current market prices, and the remaining 11 aircraft, if purchased, would also be purchased at current market prices. The actual intent to buy the remaining aircraft will also depend on the Company's ability to finance the aircraft. In addition, the Company did agree to terms with GECAS regarding the amount of potential compensation that must be paid to GECAS if the Company were to replace GECAS as servicer of the Genesis aircraft, which is higher if none or only a portion of the 13 aircraft are purchased. Based on paragraph 58 SFAS 141(R), both the purchase of the aircraft and the amendment to the servicing agreement are entered into by and on behalf of the acquirer (the Company) and the combined entity. The acquiree (Genesis) would not be able operate without the servicing agreement. The potential price paid for the aircraft is therefore not considered to be part of the Amalgamation consideration. Accordingly, the purchase of the aircraft and the amendment of the servicing agreement are not linked to the Amalgamation. Furthermore, the Amalgamation will occur regardless of whether the Company acquires the GECAS aircraft, and is therefore not considered to be part of the business combination between the Company and Genesis. The Company believes that this is consistent with the guidance provided by paragraph 58 of SFAS 141(R), which states:

"A transaction entered into by or on behalf of the acquirer or primarily for the benefit of the acquirer or the combined entity, rather than primarily for the benefit of the acquiree (or its former owners) before the combination, is likely to be a separate transaction."

Further, SFAS 141(R) defines a business as follows:

"A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants."

The Company does not consider the purchase of the 13 aircraft from GECAS a business pursuant to SFAS 141(R), because an integrated set of activities was not acquired. Rather, the Company is acquiring assets (aircraft). Therefore, this will be accounted for as the purchase of a group of assets.

•

Please disclose the terms of this transaction in the pro forma financial statements and tell us what consideration you gave to reflecting the acquisition in the pro forma financial statements pursuant to Rule 11-01 of Regulation S-X;

Disclosure summarizing the terms of the aircraft acquisition and describing the amendment to the servicing agreement has been added on page 23 of Amendment No. 1. In conjunction with the purchase of the 13 aircraft from GECAS, the Company did not acquire physical facilities, an employee base, a customer base, trade names or any of the other attributes noted in Rule 11-01 of Regulation S-X. Because the Company does not consider the purchase of the 13 aircraft from GECAS a business combination under Rule 11-01 of Regulation S-X, and does not consider it as part of the business combination between the Company and Genesis according to SFAS 141(R) paragraph 58, the Company has determined that Rule 11-01 of Regulation S-X is not applicable.

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Accordingly, the Company believes that the pro forma financial statements do not need to be expanded to reflect this acquisition.

•

Please address your consideration of whether financial statements should be provided pursuant to Rule 3-05 of Regulation S-X; and

The Company has determined that the GECAS aircraft acquisition is not an acquisition of a business, as defined in Rule 11-01 of Regulation S-X. Therefore, the Company considers Rule 3-05 of Regulation S-X inapplicable to the GECAS aircraft acquisition.

•

Please also address the additional agreements with GECAS as disclosed on page 69 and indicate whether any such agreements require pro forma adjustments.

The amendment to the additional agreements are not linked to the Amalgamation and, therefore, do not require any pro forma adjustments. As described in the Company's responses to comment 8 above, the Company has included a description of the amendments to the servicing agreement on pages 23 and 24 of Amendment No. 1, which states that no pro forma adjustments have been made for such items.

9.

You will be the acquirer in the Amalgamation for legal and accounting purposes. Please expand your disclosures to further expand on how you determined that you will be the accounting acquirer. In this regard, please refer to ARB 51 and the factors listed in paragraphs A11 through A15 of SFAS 141(R). Please specifically address the voting interest that will be held in the combined company by each entity.

Disclosure has been added on page 17 of Amendment No. 1 to expand on the reasons why the Company will be considered the acquirer in the Amalgamation for legal and accounting purposes in accordance with ARB 51 and SFAS 141(R). The current shareholders of Genesis will hold approximately 29% of the shares in the combined company. Upon the closing of the Amalgamation, the Company's board of directors will consist of the nine directors serving on the board of directors of the Company before the Amalgamation. Shortly following the consummation of the Amalgamation, the Company will propose and recommend to shareholders for election to its board of directors at an extraordinary general meeting three Genesis directors selected by Genesis, subject to the consent of the Company (not to be unreasonably withheld). Upon closing of the Amalgamation, the officers of the Company will be the officers serving the Company before the Amalgamation.

10.

You disclose the fact that the pro forma adjustments are preliminary. Please identify the nature of the "other studies" that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Please clarify when you expect the valuations and other studies to be completed and the address the magnitude of any potential adjustments.

The pro forma adjustments are subject to change as a result of changes in market conditions at the effective time of the Amalgamation. Except for the determination of the fair value of the assets acquired and liabilities assumed, among others, using updated appraisals as of the effective date of the Amalgamation, no other valuations or studies need to be completed. The Company has revised its disclosure on pages 17 and 18 of Amendment No. 1 accordingly.

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11.

Please disclose whether the Board of Directors or any employees of Genesis Lease Limited will receive exit packages in connection with the merger or if any equity securities of Genesis Lease Limited will automatically vest in connection with the merger. If so, please confirm that these adjustment amounts have been reflected in the pro forma balance sheet. Please also disclose that these amounts were not reflected in the pro forma statements of operations. Refer to Rule 11-02(b)(5) of Regulation S-X.

There will be a limited number of Genesis share options vesting in connection with the Amalgamation. Page 26 of Amendment No. 1 notes the following:

"The Genesis Share Options have been considered in the estimate of consideration paid, but have not been included as these have been deemed immaterial."

The adjustments in relation to the Genesis share options have therefore not been reflected in the pro forma balance sheet. Further, the exit packages are part of the restructuring expenses and have not been included in the pro forma balance sheet and income statement, as described on page 28 of Amendment No. 1 in note 7 (a) to the pro forma financial statements, which states:

"Estimated transaction expenses in relation to the Amalgamation of $22.5 million. The unaudited pro forma combined balance sheet does not reflect the estimated acquisition related restructuring charges associated with the expected reduction of selling, general and administrative expenses. The estimated acquisition-related restructuring charges are expected to be approximately $16.0 million, and will be expensed as incurred."

Note (q) on page 32 of Amendment No. 1 discloses that such amounts have not been reflected in the pro forma statement of operations.

12.

Please disclose the nature and terms of any contractual agreements, including management, cost sharing, or service agreements, which will be in place subsequent to the acquisition. Please give pro forma effect to these arrangements in your pro forma financial statements, if applicable.

Except for the aircraft purchase from GECAS and the amendment to the GECAS servicing agreement, no such agreements exist. As described previously, the Company has determined that the aircraft purchase from GECAS has no impact on the pro forma financial statements. With respect to the GECAS servicing agreement, this has already been included in the historical financial statements of Genesis. Therefore, no pro forma adjustment is required.

Unaudited Pro Forma Combined Statement of Earnings, page 19

13.

We note from note 2 that you have excluded the non-recurring acquisition-related expenses from the pro forma combined statements of earnings. Please revise your pro forma statement of earnings to present income (loss) from continuing operations before nonrecurring charges or credits attributable to the transactions as the last line item on the statement. Refer to Rule 11-02(b)(5) of Regulation S-X.

The pro forma income statement has been amended in accordance with Rule 11-02(b)(5) of Regulation S-X.

14.

We note the severance arrangements Genesis will offer to all its employees as disclosed on page 68. Please disclose the aggregate amount payable if each employee entered into the arrangement and disclose the fact that this amount is not reflected in your pro forma financial statements.

Such disclosure was included in the F-4 on pages 32 in note (q) to the pro forma financial statements, which states:

"The unaudited pro forma combined financial statements do not reflect the anticipated realization of an annual cost reduction of approximately $12.0 million based on Genesis'

7

selling, general and administrative expenses for the year ended December 31, 2008. This reduction is expected to be derived from infrastructure consolidation and overhead redundancies. Although the Company's management expects that the reduction will result from the Amalgamation, there can be no assurance that this reduction will be achieved. The unaudited pro forma combined financial statements also do not reflect the estimated acquisition related restructuring charges associated with the expected reduction of selling, general and administrative expenses. The estimated acquisition related restructuring charges are expected to be approximately $16.0 million, and will be expensed as incurred."

The aggregate amount payable if each employee entered into the arrangement is included in the $16.0 million in restructuring charges. The Company has expanded its disclosures on page 32 of Amendment No. 1 to identify the amount of severance payments payable that are part of the $16.0 million in restructuring charges.

Note 4. Estimate of Consideration Paid, page 23

15.

Footnote 1 to the tabular presentation of your preliminary estimate of the consideration expected to be transferred to effect the acquisition of Genesis indicates that cash may be paid to dissenting shareholders. Please disclose the terms of any cash that will be paid including the amount of cash that could be paid and when it would be paid. Also, consider providing a sensitivity analysis which reflects the impact of dissenting shareholders on the estimate of consideration expected to be transferred to effect the acquisition of Genesis and the allocation of such amount to the assets to be acquired and the liabilities to be assumed by AerCap.

It is currently unknown whether any Genesis shareholders will dissent and, in such event, what amount the Bermuda Supreme Court will award any such dissenters. It is also currently unknown when such payment, if any, would be made to such dissenting shareholders. However, additional disclosure has been added to the pro forma financial statements on page 26 of Amendment No. 1 that includes a hypothetical discussion of the terms of any cash that will be paid, as well as a sensitivity analysis.

16.

Footnote 2 addresses the potential impact of a 10% increase (decrease) in the estimated market price of AerCap's equity securities. Further expand this disclosure to address the potential resulting impact on the pro forma results of operations.

An increase or decrease in the Company's share price would not have any impact on the pro forma results of operations. Rather, an increase or decrease in the Company share price will increase or decrease the Amalgamation gain or increase or decrease any goodwill recognized. Disclosure has been added on page 27 of Amendment No. 1 to include the recognition of goodwill.

Note 5. Estimate of Assets to be Acquired and Liabilities to be Assumed, page 23

17.

If the trading value of AerCap shares on the Closing Date results in an amount of consideration paid that is different than the fair value of the assets less the fair value of the liabilities, transaction expenses and restructuring charges, a gain or loss equal to the amount of the difference will be recorded upon closing of the transaction. Please revise or expand your disclosures to address how you determined you will record a loss related to the differences pursuant to paragraphs 34 through 36 of SFAS 141(R).

Disclosures have been added on page 27 of Amendment No. 1 to reflect the potential recognition of goodwill. In accordance with SFAS 141(R), goodwill will be recognized when the Company's share price would increase to a level where the consideration paid is higher than the fair value of net assets acquired.

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Note 7. Pro Forma and Accounting Harmonization Adjustments, page 25

18.

The estimated fair value adjustment for Genesis' flight equipment held for operating leases reflected in adjustment (b) will lead to an approximately 16% reduction in Genesis' net book value of flight equipment held for operating lease. In this regard, please expand your disclosures to provide a comprehensive discussion of how you arrived at the amount of the estimated fair value adjustment to flight equipment held for operating leases pursuant to SFAS 157. In this regard, you should disclose the specific valuation techniques used to measure fair value in accordance with paragraphs 18 through 20 of SFAS 157 as well as how you determined these were the most appropriate techniques. Please also disclose your consideration of the highest and best use of the assets by market participants as discussed in paragraphs 12 through 14 of SFAS 157. You should also clearly disclose any significant estimates and assumptions used in your valuation techniques.

Disclosure has been added on page 28 of Amendment No. 1 in accordance with paragraphs 18-20 of SFAS 157. Disclosure has also been added on page 28 of Amendment No. 1 to reflect the consideration of the highest and best use of assets by market participants as discussed in paragraphs 12-14 of SFAS 157. Significant estimates and assumptions used in the Company's valuation techniques are reflected in such disclosures.

19.

Please show precisely how you arrived at the amount of adjustment (g) by explaining the differences in the accounting policies and a discussion of any significant assumptions and estimates used to arrive at the adjustment amounts. You should clearly show how you arrived at the adjustment amount based on these assumptions and estimates.

Disclosure has been added to adjustment (g) on pages 29 and 30 of Amendment No. 1 to explain the differences in the accounting policies and describe the significant assumptions and estimates used to arrive at the adjustment amounts.

20.

For adjustment (h), please expand your disclosures to discuss how you arrived at the estimated fair value of debt. You should discuss the significant estimates and assumptions used to arrive at this amount, including your consideration of nonperformance risk. Please also address how you determined which valuation technique to use based on the guidance of SFAS 157. You state that the adjustment to fair value of Genesis' debt is based on a current market value of approximately 84% of face value. This implies that you may have also used the market approach. Please clarify.

Disclosures have been added on page 30 of Amendment No. 1 in accordance with SFAS 157 that describe the significant estimates and assumptions used in the Company's valuation techniques. The reference to current market value has also been deleted. The Company has used an income approach to determine the fair value of Genesis' debt.

21.

For adjustment (i), please disclose why you did not reflect the adjustment related to the interest rate swaps. Please also tell us the amount of the adjustments had you included the adjustments in the pro forma statements of earnings.

In accordance with FAS 133, both Genesis and the Company recognize all derivatives on their balance sheet at fair value. Genesis uses interest rate swaps as part of its risk management strategy and applies hedge accounting to those derivatives. The Company has historically used interest rate caps as part of its risk management strategy and given the nature of interest rate caps does not apply hedge accounting.

As at September 30, 2009, Genesis had two out of the money interest rate swaps with an aggregate fair value liability of $74.0 million. The Company is currently assessing its ability to continue to apply cash flow hedge accounting to the Genesis interest rate swaps following the Amalgamation. If it is determined that the Company can satisfy all the cash flow hedge accounting criteria on a go forward basis and the Company chooses to apply hedge accounting, then no pro-forma adjustment would be required assuming 100% cash flow hedge effectiveness.

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If hedge accounting had not been applied since January 1, 2008, then all changes in the Genesis derivative fair values during the year ended December 31, 2008 and the nine months ended September 30, 2009 would have been recognized through the income statement rather than Other Comprehensive Income (OCI). Similarly, following the Amalgamation, if the Company does not apply hedge accounting, then all changes in the Genesis derivative fair values following the Closing Date will be recognized through the income statement. Given the Genesis interest rate swaps have an aggregate fair value liability of $74.0 million as at September 30, 2009, the continuing income statement impact is expected to result in a cumulative credit of $74.0 million as the derivative liability unwinds through to expiry of the interest rate swaps in 2011 and 2012.

Given the Company has not yet concluded whether hedge accounting will be applied or not to the Genesis interest rate swaps, the unaudited pro forma combined financial statements do not reflect any adjustment with respect to future derivative fair value movements.

Based on the September 30, 2009 Genesis derivative fair value liability of $74.0 million and the forward curve at that date, as noted in the Genesis 6-K for the quarter ended September 30, 2009 filed on November 6, 2009, $41.2 million of the gross fair value of the derivatives is expected to unwind within one year.

22.

When there are more components in an adjustment, please specifically address each component. For example, for adjustment (o), you should show the calculation used to arrive at the depreciation adjustment amount. This should include the specific asset categories the adjustment related to and the corresponding useful lives.

Disclosure has been expanded to specifically address each component of an adjustment, where applicable. Further, the calculation made to arrive at the depreciation adjustment amount in (o) is disclosed on pages 31 and 32 of Amendment No. 1.

Comparative Per Share Data, page 29

23.

Please address the appropriateness of presenting cash dividends declared per share on a pro forma combined basis given your disclosure on page 4 which indicates that AerCap has a policy of not paying dividends and there is no current intention to change that policy following the Amalgamation.

The pro forma cash dividend declared per share has been removed and disclosure has been added on page 34 of Amendment No. 1 to reflect that the Company has a policy of not paying dividends and that there is no current intention to change that policy following the Amalgamation.

The Amalgamation, page 36

24.

Please disclose the material terms of the alternative proposals considered by Genesis, including the indicative all cash offer submitted by Party A on March 24, 2009 and the various offers made by Party B. In doing so, please quantify the proposed consideration.

Additional disclosure of the material terms of the indicative all cash offer submitted by Party A and the various offers made by Party B has been added on pages 43 to 50 of Amendment No. 1. As noted on page 41, except as described in that section, discussions with other parties did not result in any offers.

25.

The disclosure throughout this section regarding the alternate proposals from Party A and Party B does not disclose in sufficient detail the reasons why these proposals were not pursued further. Please revise your disclosure with respect to these alternate proposals.

Additional disclosure detailing the reasons why the proposals from Party A and Party B were not pursued further has been added on pages 43 and 49 of Amendment No. 1.

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26.

We note the significant role GECAS appears to have played in the negotiation and consideration of the transaction. Please disclose in greater detail the significance and role of GECAS in the transaction and the evaluation of the alternative proposals.

Disclosure detailing discussions with GECAS regarding its servicing arrangements and the evaluation by Genesis of the alternative proposals has been added on pages 43 to 49 of Amendment No. 1 (including additional disclosures not included in the F-4). Further, additional disclosure relating to GECAS has been added on pages 22, 23, 24, 42, 43, 76 and 77.

27.

Please disclose in greater detail the negotiation of the material terms of the amalgamation agreement, including but not limited to its provisions concerning termination, the composition of AerCap's board and acquisition proposals.

Disclosure regarding the negotiation of the material terms of the Amalgamation Agreement was included in the F-4 on pages 36 to 45 and additional disclosure has been added to Amendment No. 1 on pages 41 to 52.

Opinion of Citigroup Global Markets Inc., Genesis' Financial Advisor, page 48

Miscellaneous, page 54

28.

Please quantify the compensation received by Citi and its affiliates during the past two years, as well as any compensation expected to be received as a result of services unrelated to the proposed amalgamation. Please refer to Item 4(b) of Form F-4 and Item 1015(b) of Regulation M-A.

The disclosure appearing on page 61 of Amendment No. 1 has been revised in response to the Staff's comment.

29.

Please disclose in greater detail the negotiation of the arrangement between AerCap and Citi pursuant to which Citi has agreed to use all or a portion of its transaction fee to purchase AerCap common shares.

The disclosure appearing on pages 60 to 61 of Amendment No. 1 has been revised in response to the Staff's comment.

Opinion of Morgan Stanley & Co. Incorporated, AerCap's Financial Advisor, page 57

General, page 65

30.

Please quantify the compensation received by Morgan Stanley and its affiliates during the past two years, as well as any compensation expected to be received as a result of services unrelated to the proposed amalgamation. Please refer to Item 4(b) of Form F-4 and Item 1015(b) of Regulation M-A.

The compensation received by Morgan Stanley and its affiliates during the past two years, as well as any compensation expected to be received as a result of services unrelated to the proposed amalgamation, has been quantified on pages 72 to 73 of Amendment No. 1.

31.

Please quantify the fee AerCap is paying Morgan Stanley for services in connection with the amalgamation.

The fee the Company is paying Morgan Stanley for services in connection with the Amalgamation has been quantified on page 72 of Amendment No. 1.

11

32.

Please disclose in greater detail the negotiation of the arrangement between AerCap and Morgan Stanley pursuant to which Morgan Stanley has agreed to use all or a portion of its transaction fee to purchase AerCap common shares.

The disclosure appearing on pages 72 to 73 of Amendment No. 1 has been revised in response to the Staff's comment.

The Amalgamation Agreement, page 75

33.

Notwithstanding the inclusion of disclaimers in the second paragraph on page 75, AerCap and Genesis are responsible for considering whether additional specific disclosures of material information about material contractual provisions are required to make the statements included in the proxy statement/prospectus not misleading. Please include disclosure acknowledging that, if specific material facts exist that contradict the representations, warranties, or covenants contained in the amalgamation agreement, you have provided corrective disclosure.

The disclosure appearing on page 82 of Amendment No. 1 has been revised in response to the Staff's comment.

Additionally, please address these items:

•

Statements in the first and second paragraphs on page 75 suggest that investors should not rely on the amalgamation agreement as disclosure or that the amalgamation agreement disclosures may not be materially complete. Please revise to make clear that the description of the amalgamation agreement in the proxy statement/prospectus contains all of the material terms and provisions of the amalgamation agreement.

The first and second paragraphs on page 82 of Amendment No. 1 have been revised to note that that the description of the Amalgamation Agreement in the proxy statement/prospectus is a summary of the material terms and provisions of the Amalgamation Agreement.

•

The statement that the representations, warranties, and covenants contained in the amalgamation agreement were made only for purposes of the amalgamation agreement and were solely for the benefit of the parties to the amalgamation agreement suggests that the amalgamation agreement does not constitute public disclosure under the federal securities laws of the United States. Please revise to remove any implication that the amalgamation agreement does not constitute public disclosure under the federal securities laws of the United States.

The statement regarding the representations, warranties and covenants contained in the Amalgamation Agreement has been so revised on page 82 of Amendment No. 1.

•

Where you state that the representations, warranties, and covenants contained in the amalgamation agreement may be limited or qualified by confidential disclosures exchanged between the parties, please clarify that investors should read the amalgamation agreement in the context of your other public disclosures in order to have a materially complete understanding of the amalgamation agreement disclosures.

The statement regarding the representations, warranties and covenants contained in the Amalgamation Agreement has been so revised on page 82 of Amendment No. 1 to note that investors should read the Amalgamation Agreement in the context of the Company's other public disclosures in order to have a materially complete understanding of the Amalgamation Agreement disclosures.

•

The statement that investors are not third party beneficiaries under the amalgamation agreement, particularly in the context of the discussion of the representations, warranties, and covenants contained in the amalgamation agreement, suggests that investors cannot rely on the information in the amalgamation agreement. Please remove this statement.

12

The statement that investors are not third party beneficiaries under the Amalgamation Agreement has been removed from page 82 of Amendment No. 1.

•

The statement that investors should not rely on the representations, warranties, and covenants contained in the amalgamation agreement or any descriptions of them as characterizations of the actual state of facts or condition of AerCap, Genesis, or AerCap International or any of their subsidiaries or affiliates suggests that the amalgamation agreement does not constitute public disclosure under the federal securities laws of the United States. Please revise to remove any potential implication that the amalgamation agreement does not constitute public disclosure under the federal securities laws of the United States.

The statement that investors should not rely on the representations, warranties, and covenants contained in the Amalgamation Agreement or any descriptions of them as characterizations of the actual state of facts or condition of the Company, Genesis, or AerCap International or any of their subsidiaries or affiliates has been so revised on page 82 of Amendment No. 1.

•

Where you state that information about the subject matter of the representations, warranties, and covenants contained in the amalgamation agreement may change after the date of the amalgamation agreement and subsequent information may or may not be fully reflected in AerCap's or Genesis' public disclosures or this proxy statement, please clarify that your public disclosures will include any material information necessary to provide investors a materially complete understanding of the amalgamation agreement disclosures.

The statement on page 82 of Amendment No. 1 has been clarified to indicate that the Company's and Genesis' public disclosures will include any material information necessary to provide investors a materially complete understanding of the Amalgamation Agreement disclosures.

Tax Considerations, page 99

34.

Please delete the word "certain" in the first sentence on page 99 because the word may imply that you have not disclosed all material United States federal income tax consequences and that shareholders cannot rely on the disclosure.

The word "certain" in the first sentence under the heading Tax Considerations has been deleted.

35.

We note that you intend to file by amendment the tax opinion. Please allow us sufficient time to review the tax opinion before requesting acceleration of the registration statement's effectiveness. If counsel elects to file a short form tax opinion, the opinion and the proxy statement/prospectus both must state clearly that the discussion in the proxy statement/prospectus constitutes counsel's opinion. The disclosure in the proxy statement/prospectus and the opinion should not state merely that the discussion in the proxy statement/prospectus is a fair and accurate summary of the United States federal income tax consequences.

The tax opinion has been attached as Exhibit 8.1 to Amendment No. 1.

36.

Please identify Bermuda counsel in this section's fifth paragraph.

Bermuda counsel has been identified at the top of page 107 of Amendment No. 1.

Consequences of the Amalgamation to U.S. Holders of Genesis Common Shares, page 100

U.S. Holders of Genesis Common Shares that Properly Exercise Their Appraisal Rights, page 101

37.

Please delete the word "generally" in the first sentence of this discussion.

The word "generally" in the first sentence of this discussion has been deleted.

13

Consequences to U.S. Holders of Holding AerCap Common Shares, page 101

Cash Dividends and Other Distributions, page 101

38.

Please delete the word "generally" in the second sentence of the first paragraph and the last sentence of the third paragraph of this discussion.

The word "generally" in the second sentence of the first paragraph and the last sentence of the third paragraph of this section has been deleted.

Comparison of Shareholders' Rights, page 113

39.

Remove the statement that the summary comparison is qualified in its entirety by reference to the laws of The Netherlands and Bermuda and the corporate governing instruments of AerCap and Genesis. You may not qualify information in a prospectus by reference to information outside the prospectus unless incorporation by reference or a summary of a document filed as an exhibit is required by the form. See Rule 411(a) of Regulation C under the Securities Act.

The statement that the summary comparison is qualified in its entirety by reference to the laws of The Netherlands and Bermuda and the corporate governing instruments of the Company and Genesis has been removed from page 120 of Amendment No. 1.

Forward Looking Statements, page 137

40.

Please remove the word "will" from the list of terminology identifying forward looking statements in this section's first paragraph.

The word "will" from the list of terminology identifying forward looking statements in this section's first paragraph has been deleted.

Validity of Securities, page 139

41.

Please provide counsel's address. See paragraph 23 of Schedule A to the Securities Act.

Counsel's address has been provided on page 146 of Amendment No. 1.

Where You Can Find More Information, page 140

42.

We note that you are incorporating by reference the Genesis Annual Report on Form 20-F for fiscal year ended December 31, 2008. We further note that on pages 50, 52, F-10, F-14 and F-17 of the annual report reference is made to independent appraisals by third parties. Please tell us what consideration you have given to naming the third parties and filing consents. In doing so, for each third party please address the nature and extent of their involvement in the underlying matter for which they provided assistance to Genesis. Please refer to Rule 436 under the Securities Act of 1933, as amended, as well as Section 233 of our Compliance and Disclosure Interpretations for Securities Act Rules, which is available on our website.

Based on Genesis' interpretation of Rule 436(b) under the Securities Act of 1933, as amended, Genesis did not believe that naming third-party appraisers and filing consents was appropriate in this circumstance. The information regarding independent appraisals by third parties set forth in Genesis' 20-F relates to the procedural aspects of Genesis management's estimates of (i) the residual value of Genesis aircraft, (ii) the fair value of Genesis aircraft to measure any impairment charge on a Genesis aircraft, and (iii) valuations relating to share-based compensation. The appraisal references merely describe the mechanics of how certain estimates were determined.

14

Rule 436(b) requires a consent only if information "is set forth in the registration statement upon the authority of or in reliance upon such persons as experts." Furthermore, in the Answer to Question 233.02 of the SEC Compliance and Disclosure Interpretations, it states "if the disclosure states that management or the board prepared the purchase price allocations and in doing so considered or relied in part upon a report of a third party expert, or provides similar disclosure that attributes the purchase price allocation figures to the registrant and not the third party expert, then there would be no requirement to comply with Rule 436."

Genesis recorded no impairment charges in 2006, 2007 and 2008. Genesis management performed the calculations to arrive at both the estimated residual value of its aircraft and valuations relating to share-based compensation. In doing so, Genesis considered third-party appraisals of its aircrafts' estimated future market values and discussed key assumptions used in developing valuations with third party valuation experts. Thus, the residual value of the aircraft and valuations relating to share-based compensation were based primarily on management's analysis, and were not solely based on the estimates prepared by the third party appraisers. Based on the fact that Genesis management was principally responsible for these valuations, and not the third party appraisers, Genesis understood Rule 436(b) and the guidance in Question 233.02 to mean that naming third-party appraisers and filing consents was not required.

Exhibit 5.1

43.

We note that you intend to file by amendment the legality opinion. Please allow us sufficient time to review the legality opinion before requesting acceleration of the registration statement's effectiveness. Please note that you are required to file an executed legality opinion and not a form of legality opinion. Please revise.

The legality opinion has been attached as Exhibit 5.1 to Amendment No. 1.

Exhibit 99.2

44.

Citigroup Global Markets Inc. must also consent to being named in the registration statement. Please revise.

The Exhibit 99.2 consent has been revised in response to the Staff's comment.

Undertakings, II-2

45.

Please tell us why you have not provided the Rule 430B undertaking required by Item 512(a)(5)(i) of Regulation S-K.

The Rule 430B undertaking required by Item 512(a)(5)(i) of Regulation S-K has been added on page II-2 of Amendment No. 1.

Form of Resale Prospectus Selling Shareholders, page 2

46.

Please identify by name the natural persons who exercise voting or investment control or both with respect to the shares held by the selling shareholders.

The Company supplementally advises the Staff that no determination has been made to date by Citi as to the natural persons who will exercise voting or investment control or both with respect to the Company's shares proposed to be purchased and resold by Citi and it currently is expected that such determination will not be made until after consummation of the transaction when such shares are purchased by Citi.

With respect to the natural person who exercises voting or investment control or both with respect to the Company shares held by Morgan Stanley, Morgan Stanley has advised the Company that it

15

is a subsidiary of a reporting company under the Exchange Act. The form of resale prospectus has been amended to include this disclosure.

AerCap Holdings N.V.

Annual Report on Form 20-F for the Year Ended December 31, 2008

General

47.

Where a comment below requests additional disclosures or other revisions to be made, these revisions should be included in your future filings, if applicable.

Future filings will include, if applicable, any additional disclosures or other revisions pursuant to the Staff's comments listed below.

Special Note About Forward Looking Statements, page 1

48.

In future filings please remove the word "will" from the list of terminology identifying forward looking statements in the second paragraph.

The word "will" in the list of terminology identifying forward looking statements will not be included in future filings.

Critical Accounting Policies Applicable to Us

Impairments, page 56

49.

Please expand your disclosures regarding your impairment considerations pursuant to SFAS 144 related to flight equipment held for operating leases, which represents approximately 74% of your total assets as of December 31, 2008. Please specifically address the following:

•

Please disclose how you group these assets for purposes of considering whether an impairment exists. Refer to paragraph 4 of SFAS 144;

Disclosure relating to impairment will be expanded on the following basis in future filings. In accordance with paragraph 4 of SFAS 144, the Company groups its assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. In relation to flight equipment held for operating leases, the impairment assessment is performed on each individual aircraft.

•

Please disclose how you determine when these assets should be tested for impairment, including what types of events and circumstances indicate impairment, and how frequently you evaluate for these types of events and circumstances. In this regard, we note your disclosures that as of December 31, 2008 you focused on aircraft older than 15 years, since the cash flows supporting your carrying values of those aircraft are more dependent upon current lease contracts, which leases are more sensitive to weakness in the current global economic environment;

The Company will disclose how the Company determines when assets should be tested for impairment in accordance with SFAS 144 (R) in the Company's future filings. The Company will expand its disclosures to include what types of events and circumstances indicate impairment and how frequently the Company evaluates these types of events and circumstances. The Company normally evaluates these types of events and circumstances on an annual basis. However, given current market conditions, the Company evaluates on a quarterly basis. The deteriorating global economic environment during 2008 and continuing in 2009 together with a decline in aircraft values, as demonstrated by appraisers, were and are events and changes in circumstances which indicate that the Company should test certain of its aircraft for recoverability.

16

•

To the extent that any of these assets or asset groups have expected undiscounted future cash flows that are not substantially in excess of the carrying values and to the extent that an impairment of these asset amounts, in the aggregate or individually, could materially impact your operating results or total shareholders' equity, please provide the following disclosures related to those assets or asset groups:

The 2008 impairment assessment focused on aircraft older than 15 years because the cash flows supporting the Company's carrying values of those aircraft are more dependent upon current lease contracts, which leases are more sensitive to weakness in the current global economic environment. As of December 31, 2008, the Company owned 160 aircraft of which 55 were older than 15 years. The 55 aircraft had a net carrying value of $551.1 million which represented 14% of the Company's total net carrying value of flight equipment held for operating lease.

•

The percentage by which the undiscounted cash flows exceed the carrying value;

The undiscounted cash flows of the 55 aircraft older than 15 years were $751.4 million, which represents 36% excess above net carrying value. All 55 aircraft passed the recoverability test, with undiscounted cash flows exceeding the carrying value of aircraft between 0% and 118%.

•

The carrying value of these assets;

The 55 aircraft had a net carrying value of $551.1 million which represented 14% of the Company's total net carrying value of flight equipment held for operating lease.

•

A description of the assumptions that drive the undiscounted cash flows;

The following assumptions drive the undiscounted cash flows:

•

contracted lease rents per aircraft through current lease expiry;



•

contracted lease termination fees for four of the 55 aircraft;



•

subsequent re-lease rates based on current marketing information;



•

residual values based on current market transactions.



•

A discussion of the uncertainty associated with the key assumptions. For example, to the extent that you have included assumptions in your projected cash flow model that materially deviate from your historical results, please include a discussion of these assumptions; and

Certain key assumptions based on the Company's historical results were eliminated in order to stress test the Company's impairment assessment and reflect the observed weakness in the current global economic environment. The Company's assumptions on future rentals and residuals were lower than the Company historically has achieved in order to reflect the current downturn.

•

A discussion of any potential events and/or circumstances that could have a negative effect on the undiscounted cash flows.

A further deterioration in the global economic environment and a further decrease of appraised values will have a negative effect on the undiscounted cash flow, which might then trigger impairment on some of the 55 aircraft which are older than 15 years. For example, the 55 aircraft older than 15 years include 10 aircraft with an aggregate net carrying value of $105.6 million and undiscounted cash flows which exceed the net carrying value by less than 10% on each individual aircraft.

17

In 2009, the Company closely monitored these 55 aircraft on a quarterly basis and recognized impairment in relation to six of these aircraft. The impairment on these aircraft was triggered by the receipt of end-of-lease payments which were recorded as lease revenue. As a result of these receipts the undiscounted cash flows no longer exceeded the net carrying value of these six aircraft and the Company therefore recognized impairment based on the estimated fair value of the respective aircraft. During the nine month period ended September 30, 2009, the Company recognized an impairment of $21.3 million on the six aircraft. In connection with this impairment charge, the Company had recognized $21.0 million of end-of-lease payments received from the previous lessee as lease revenue.

The Company will include the suggested disclosures in the Company's future filings in relation to any aircraft that have expected undiscounted future cash flows that are not substantially in excess of the carrying values of these aircraft, to the extent that an impairment of these aircraft, individually or in the aggregate, could materially impact the Company's operating results or total shareholders' equity.

Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification for guidance.

Management's Discussion and Analysis

Provision for Income Taxes, page 66

50.

Please expand your disclosures to provide a more comprehensive explanation of the specific factors that led to a significant decrease in your provision for income taxes in the year ended December 31, 2008 compared to the year ended December 31, 2007. In this regard, you should quantify the impact of each factor or consider providing a quantitative discussion regarding the impact of each significant jurisdiction. You should also address whether you expect any of these factors to lead to significant reductions in the provision for income taxes in future periods as well. Refer to Item 303(a)(3)(i) of Regulation S-K and Financial Reporting Codification 501.04.

Disclosure to provide a more comprehensive explanation of the specific factors that led to a significant decrease in the Company's provision for income taxes in the year ended December 31, 2008 compared to the year ended December 31, 2007 will be expanded in future filings. The Company will quantify the impact of each factor or provide a quantitative discussion regarding the impact of each significant jurisdiction. The Company will also address that it expects these factors to lead to significant reductions in the provision for income taxes in future periods.

Liquidity and Capital Resources, page 70

51.

Since a significant portion of [y]our capital requirements are not in restricted cash entities, you analyze your cash flow at both the consolidated and unconsolidated levels to determine if you have sufficient cash flow available to finance your capital needs in your restricted cash entities and outside your restricted cash entities. You believe that the expected cash generated from the first three transactions disclosed on page 72 combined with cash balances in your unrestricted cash entities of $150 million as of March 31, 2009 should be sufficient to meet your cash obligations in 2009 and maintain an adequate level of unrestricted cash balances. Please also address your consideration about the sufficiency of cash in your restricted cash entities in your disclosures. Please consider providing additional information in the table or notes to your table of contractual obligations to disclose the specific obligations and corresponding amounts related to the restricted cash entities.

18

Disclosure about the sufficiency of cash in the Company's restricted cash entities will be expanded in future filings. As of March 31, 2009, a significant part of the Company's restricted cash entities did not have any material contractual obligations (e.g. aircraft purchases) and are only required to repay debt if the required cash flow is available.

52.

We note that your debt agreements contain various covenants. Please disclose the specific terms of any material debt covenants with any required ratios. Please disclose the actual ratios as of each reporting date for any material debt covenants for which it is reasonably likely that you will not be able to meet such covenants. Please also consider showing the specific computations used to arrive at the actual ratios. See Sections I.D and IV.C of the SEC Interpretive Release No, 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003.

Disclosure relating to debt covenants will be expanded in future filings. As of December 31, 2008, the Company did not have any material debt covenants for which it is or was reasonably likely that the Company would not be able to meet such covenants. For future filings, the Company will also consider showing the specific computations used to arrive at the actual ratios, if these ratios relate to debt covenants that are deemed material and for which it is reasonably likely that the Company will not be able to meet such covenants.

53.

As of March 31, 2009, your commitments in 2009 and 2010 to make pre-delivery and final delivery payments under forward purchase commitments exceeded the amounts available under committed borrowing facilities by $174.5 million and $248.6 million, respectively. Please also separately disclose the gross amounts of required pre-delivery and final payments under forward purchase commitments for each of these periods.

Disclosure relating to the gross amounts of pre-delivery and final delivery payments under the forward purchase commitments for each period will be expanded in future filings.

Management's use of "net income excluding non-cash charges relating to the mark-to-market of our interest rate caps and share based compensation," page 77 and Management's use of "net spread", page 78

54.

In your discussion regarding the use of net income excluding non-cash charges relating to the mark-to-market of interest rate caps and share based compensation, you state that you believe this measure provides investors with a more meaningful view of your operational performance and allows investors to better understand operational performance in relation to past and future reporting periods. Your disclosure implies that you believe this measure is more meaningful than net income, which gives too much prominence to amounts not calculated and presented in accordance with GAAP. In addition, it is not clear why you believe this measure is more meaningful. Please advise. Refer to Item (e) of Section C to the General Instructions of the Form 20-F and Item 10(e)(1)(i)(A) of Regulation S-K. In a similar manner, please address your disclosures related to the use of net spread in which you state that you believe this measure provides investors a better way to understand the changes and trends related to the earnings of your leasing activities.

The use of net income excluding non-cash charges relating to the mark-to-market of interest rate caps and share-based compensation is considered to be supplemental information to net income, but not necessarily more meaningful than net income. The Company believes this measure might further assist investors in their understanding of its current and future operations by highlighting certain volatile items included in its earnings. As described above in response to comment 47, the Company will adjust the disclosures in future filings.

Net spread is a measure the Company uses to reflect the leasing margin that the Company is achieving. The Company believes that, as with a financing entity, net spread is helpful supplemental information to investors in the Company. As described above in response to comment 47, the Company will adjust the disclosures in future filings.

19

Controls and Procedures Statement Under the Sarbanes Oxley Act, page 112; Disclosure Controls and Procedures, page 127

55.

We note the disclosure that AerCap's certifying officers determined that its disclosure controls and procedures were effective to ensure that information required to be disclosed by it in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in our rules and forms. This disclosure appears to be based on the definition of disclosure controls and procedures set forth in Rules 13a-l5(e) and 15d-15(e) under the Exchange Act. As described, however, this description does not fully conform to the definition set forth in those rules because the description does not indicate that the disclosure controls and procedures are designed to ensure that information is accumulated and communicated to management, including the principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. Please confirm this to us and revise in future filings. Alternatively, you may state simply that your certifying officers concluded on the applicable date that your disclosure controls and procedures were effective.

This is confirmed. The disclosure in future filings will be revised as follows:

"Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in this report is recorded, processed, summarized and reported on a timely basis. Our management, with the participation of the Chairman of our Board of Directors and the members of our Disclosure Committee, has evaluated, as of December 31, [INSERT APPROPRIATE FISCAL YEAR], our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [INSERT APPROPRIATE FISCAL YEAR], our disclosure controls and procedures are effective. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure."

Financial Statements

Consolidated Statements of Cash Flows, page F-5

56.

We note your classification of changes in accrued maintenance liability and lessee deposits under cash flows provided by operating activities and your classification of movement in restricted cash under cash flows provided by investing activities. Please help us understand how and why your current classifications comply with SFAS 95. For restricted cash, please separately address each component included in restricted cash. For example, you should separately address cash which is restricted pursuant to lease terms including security deposits and maintenance payments.

The Company's security deposits and maintenance payments are not restricted pursuant to the lease terms and are therefore considered operating cash flows in accordance with SFAS 95. The majority of the Company's restricted cash on the Company's balance sheet results from the Company's financing agreements (e.g. securitizations) and is therefore considered an investing activity in accordance with SFAS 95. Disclosure relating to the Company's future cash flow will be expanded in future filings to include the fact that substantially all of the Company's restricted cash results from financing agreements.

20

Note 2.  Summary of Significant Accounting Policies

Restricted Cash, page F-11

57.

Please expand your disclosures to further clarify the components of restricted cash. For each component, you should state the purposes for which the amounts are restricted and the corresponding amount. Refer to Rule 5-02.1 of Regulation S-X. Please also clarify if all cash held by the restricted cash entities, which you discuss on page 70, is reflected in restricted cash on your balance sheet.

Disclosure relating to the components of restricted cash will be expanded in future filings. For each identifiable component the Company will state the purpose for which the amounts are restricted and the corresponding amounts. As described in the Company's response to comment 56, the majority of the restricted cash on the Company's balance sheet results from the Company's financing agreements (e.g. securitizations). The most significant part of the Company's cash held by restricted entities, as discussed on page 70 of the Company's 20-F, is reflected in restricted cash on its balance sheet. Free cash relating to the Company's subsidiary AeroTurbine is not reflected as restricted cash on the Company's balance sheet but as free cash. As disclosed in the Company's 20-F, AeroTurbine's free cash can only be utilized by the Company under certain conditions.

Flight equipment held for operating leases, net, page F-11

58.

For older engines purchased primarily for short-term leasing and your out-of-production engines are depreciated to an estimated residual value. Expand your disclosures to provide some additional insight into what those values are. In this regard, we note that for most aircraft types estimated residual value is 15% of original manufacture cost.

Disclosure relating to engine residual values will be expanded in future filings. For older engines purchased primarily for short-term leasing through the Company's AeroTurbine operations, the Company depreciates current production model engines on a straight-line basis over a 15-year period from the acquisition date to an estimated residual value of approximately 60% of cost, if the intent is to keep the engine in the lease pool. Out-of-production engines are depreciated on a straight-line basis over an estimated useful life ranging from five to seven years to an estimated residual value of approximately 54% of cost. For newer engines purchased primarily for longer-term leases, the Company depreciates over a 30-year period to a residual of 15% of cost.

59.

We note that for your aircraft fair value determination, residual value assumptions generally reflect an aircraft's booked residual value, except where more recent industry information indicates a different value is appropriate. Please clarify, if true, that in those instances management will revise the aircraft's booked residual value for depreciation purposes. If not, please explain.

This is correct. The Company will adjust residual value accordingly (e.g., out of production assets) where more recent industry information indicates a different residual value is appropriate.

Inventory, page F-l4

60.

Cost is primarily determined using the specific identification method for individual part purchases and whole engines and on an allocated basis for dismantled engines, aircraft, and bulk inventory purchases using the relationship of the cost of the dismantled engine, aircraft or bulk inventory purchase to estimated market value at the time of purchase. You charge the cost of sold inventory to cost of goods sold based on the ratio of remaining cost to the market value of such inventory. Please help us better understand the methodology you are using to determine the costs of this inventory at the time of sale and how you determined this methodology is consistent with the guidance provided in Statement 4 of ARB 43.

21

An engine or aircraft is dismantled into thousands of individual parts. Upon dismantling an engine or aircraft, the Company allocates the costs of an acquired engine or aircraft to its individual parts using the relationship of cost of the dismantled engine or aircraft to its estimated market value at the time when the engine or aircraft is dismantled (ratio). The Company estimates the market value at the time of dismantling utilizing recent sales history, sales quotes from market participants and expected future aviation usage trends. Measurement of periodic income (cost determined) is based on this allocated ratio of cost for each individual part sale. The Company reviews this ratio for each dismantled engine or aircraft on a quarterly basis to ensure this ratio is appropriate and makes adjustments to this ratio on a prospective basis if needed in accordance with FAS 154. Statement 4 of ARB 43 states that cost to be matched to revenue may not be the identified cost of specific items sold, as this might not produce the most useful financial statements. This fact has resulted in the development of general acceptance of several assumptions with respect to the flow of cost factors to provide practical basis for the measurement of periodic income. The Company believes the method used, under the Company's circumstances, provides a practical and appropriate basis for measurement of periodic income from the sale of dismantled individual parts in accordance with statement 4 of ARB 43.

Accrued Maintenance Liability, page F-15

61.

You state that you may be obligated to make additional payments to the lessee for maintenance related expenses primarily related to usage of major life-limited components occurring prior to the lease. You record a charge to leasing expenses at the time of the occurrence of a lessor contribution or top-up payment. Please further clarify whether you expense these costs as incurred. If not, tell us how you determined the timing of your recognition of these expenses is appropriate.

In accordance with the Airline Audit and Accounting Guide, the Company uses the expense as incurred model for planned major maintenance. Disclosure in future filings will clearly state the method used by the Company.

62.

Please clearly state the method used to account for planned major maintenance activities. Refer to Section of 4.75 though 4.80 of the Airlines Audit and Accounting Guide.

Disclosure in future filings will state that the Company accounts for planned major maintenance activities based on the expense as incurred method in accordance with the Airline Audit and Accounting Guide.

63.

Up to July 2008, you did not recognize supplemental maintenance rent received as revenue, but as an accrued maintenance liability. From July 1, 2008 forward, you changed the estimate of the amount of maintenance rent expected to be reimbursed to lessees. The change in estimate arose from the implementation of an improved model used to forecast future maintenance reimbursements. You record as revenue all maintenance rent receipts not expected to be repaid to lessees. Please provide us with a comprehensive explanation to address the following:

•

Please further explain your accounting for these rent amounts received prior to July 1, 2008, including at what time you recorded revenue related to the amounts reflected in accrued maintenance liability. It appears that any remaining amounts were recorded as revenue upon the termination of the lease;

In all of the Company's aircraft leases, the lessees are responsible for maintenance and repairs of the Company's flight equipment and related expenses during the term of the lease. In many operating lease and finance lease contracts, the lessee has the obligation to make a periodic payment of supplemental maintenance rent which is calculated with reference to the utilization of airframes, engines and other major life-limited components during the lease. These periodic

22

payments are required to protect the Company by ensuring that payments will be made by lessees to cover planned major maintenance expenses. The lessee pays supplemental maintenance rents which are reimbursed upon completion of maintenance events. The supplemental maintenance rents will only be reimbursed to the extent the lessee performs a qualified maintenance event on the aircraft. In the majority of these leases, the Company does not recognize supplemental maintenance rents received as revenue, but rather as an accrued maintenance liability. Prior to July 1, 2008, any amounts of accrued maintenance liability remaining at the end of a lease were released and recognized as lease revenue at lease termination. The termination of the lease was the most reliable and accurate estimate the Company had in relation to the timing when supplemental maintenance rents would no longer be claimed by the lessee (i.e. not reimbursed to the lessee). The reasons for this was a combination of the Company's historic fleet mix (which was comprised of a larger percentage of older aircraft), availability of historical data and inability to reliably forecast the maintenance cash outflows and, thus, the liability component and revenue component associated with the supplemental maintenance rents, meaning which supplemental maintenance rents would be reimbursed to lessees during the lease term and which would not be reimbursed to the lessee during the lease term.

•

Your disclosures indicate that a model was also used prior to July 1, 2008, please describe this model used and the purpose for which it was used;

Prior to July 1, 2008, the Company's maintenance forecasting was performed in an Excel-based model. The Company did not have sufficient evidence that the forecasted maintenance cash flows produced by this model were reliable and accurate (due to older fleet mix with less reliability in estimating the timing of maintenance events, limited history of maintenance events and nature of the model). While the average age of the Company's fleet has decreased and the mix of aircraft improved, the Company has collected more historical data and experience with timing of maintenance events and, in 2007, the Company further developed and enhanced its maintenance forecasting and tracking model. This forecasting tool has an interface with the Company's contract management system and has improved collection of data (the Company's core IT system in which all lease agreements and terms are documented) and improved forecasting functionalities. This forecasting model allowed the Company to accurately measure the maintenance cash outflows for its leases and, consequently, the Company was able to reliably measure the maintenance liability component and revenue component for the supplemental maintenance rents.

•

Please tell us the accounting literature you relied upon in determining your revised accounting from July 1, 2008 was appropriate with specific reference to the accounting literature used. Please help us better understand what caused you to revise your accounting on July 1, 2008. Please also describe the model used to forecast future maintenance reimbursements;

The maintenance change in estimate accounting is based on analogizing EITF 08-03 and CON 5 paragraph 83. Supplemental maintenance rents that will not be reimbursed to the lessee do not constitute a deposit liability and are therefore recognized as lease revenue. Following extensive back-testing procedures on the output forecasts from this new maintenance forecasting model, the Company concluded that this model has made the Company's estimates more reliable and cash outflows measurable. Based on the conclusion that this model provided reliable and accurate information regarding maintenance cash outflows during a lease, the Company changed its estimate in relation to the carrying values of the Company's accrued maintenance liabilities as of July 1, 2008.

•

Please help us better understanding how you determined this should be considered to be a change in estimate pursuant to paragraphs 19 through 21 of SFAS 154. Given that your

23

disclosures indicate that you did not recognize this supplemental maintenance rent received as revenue prior to July 1, 2008, which indicates that there may have been a change in your accounting; and

The Company's maintenance accounting policy has always been to recognize any excess supplemental maintenance rents received as revenue at the point in time when the Company has reliable information that the lessee will not claim these supplemental maintenance rents. However, due to the Company's inability to effectively produce estimates regarding maintenance cash-out payments, the Company generally recognized any remaining accrued maintenance liability as revenue upon lease termination. However, based upon the improved forecasting model, changed fleet mix, increased historical data and experience with maintenance events and ability to more accurately forecast maintenance events and related maintenance payments out, the Company adjusted the carrying value of its maintenance liabilities. Based on the aforementioned and in accordance with FAS 154, the Company concluded that this was a change in estimate because this was an adjustment to the carrying value of the Company's maintenance liabilities.

•

Please tell us what consideration you gave to EITF 08-2 in accounting for these amounts. In this regard, please clarify if you are performing any services at the same time as recording this revenue.

The Company does not perform maintenance services as referred to in EITF 08-2 in relation to its flight equipment held for operating leases. In all of the Company's aircraft leases, the lessees are responsible for maintenance and repairs of its flight equipment and related expenses during the term of the lease. In many operating lease and finance lease contracts, the lessee has the obligation to make a periodic payment of supplemental maintenance rent which is calculated with reference to the utilization of airframes, engines and other major life-limited components during the lease, however, the lessee pays supplemental maintenance rents and is responsible for the maintenance of the aircraft. The maintenance will only be reimbursed to the extent the lessee performs a qualified maintenance event on the aircraft. Based on the Company's maintenance forecast model, the Company determines whether the supplemental maintenance rents will be reimbursed to the lessee during the lease.

64.

In shorter-term lease contracts (primarily engine lease contracts) where the terms of the lease are specifically designed to allow you to direct manage the occurrence, timing and associated cost of qualifying maintenance work on the flight equipment, supplemental rents collected during the lease are recognized as lease revenue. Clarify the terms of these leases and please better explain, with reference to the specific accounting literature used, your basis for recognizing supplemental rents collected during the lease term as lease revenue.

In shorter-term lease contracts (primarily engine lease contracts), where the terms of the lease are designed specifically to allow the Company to directly manage the occurrence, timing and associated cost of qualifying maintenance work on the flight equipment, supplemental maintenance rents are recorded as lease revenue. Since the lessee will not be able to claim the supplemental maintenance rent, the rents collected during the lease are immediately recognized as lease revenue. The recognition of these supplemental maintenance rents is based on analogizing EITF 08-03 and CON 5 paragraph 83. Supplemental maintenance rent that will not be reimbursed to the lessee does not constitute a deposit liability and is therefore recognized as lease revenue. The Company accounts for planned major maintenance activities based on the expense as incurred method.

24

Note 4.  Trade Receivables. Net of Provisions, page F-18

65.

You discuss lessee defaults on page 65. Please disclose the gross amount of notes receivable and trades receivable recorded as of each balance sheet date related to the defaults. Refer to paragraph 13(g) of SOP 01-06.

Disclosure relating to trade and notes receivable will be expanded in future filings. The Company did not have any notes or trades receivable recorded in relation to these defaults as of December 31, 2008.

Note 16.  Income taxes, page F-37

66.

Your reconciliation of statutory income tax expense to actual income tax expense includes only one reconciling item for 2008. Given the significant difference between your statutory income tax expense and actual tax expense, please consider further breaking down this one reconciling item to show the significant components of this one line item separately. Refer to paragraph 47 of SFAS 109.

Disclosure relating to the reconciliation of statutory income tax expense to actual income tax expense will be expanded in future filings. The one reconciling item referenced above can be broken down into the various tax jurisdictions that result in the significant difference between the Company's statutory income tax expense and the Company's actual tax expense. The Company had subsidiaries in a number of tax jurisdictions, principally, The Netherlands, Ireland, the United States of America, Sweden and the Isle of Man.

Note 18.  Share-Based Compensation, page F-44

67.

You disclose on page F-44 that the Nomination and Compensation Committee adjusted the performance criteria for the performance tranches relating to fiscal years 2009, 2010 and 2011, which was accounted for as a modification. No additional expense was recognized as a result of the modification. Please disclose how you determined that no additional compensation would need to be recorded pursuant to paragraph 51 of SFAS 123(R). Refer to paragraph A160 of SFAS 123(R).

Disclosure relating to share-based compensation will be expanded in future filings. No compensation cost was recognized in accordance with the following statement in paragraph A160 of FAS 123(R): "if the entity believes that the original performance or service vesting condition is not probable of achievement at the date of the modification, the cumulative compensation cost related to the modified award, assuming vesting occurs under the modified performance or service vesting condition, is the modified award's fair value at the date of the modification." Since for both the original and modified award, vesting criteria were not probable of being met at the time of the modification, no compensation cost has yet been recognized related to performance vesting under the awards.

Note 22.  Earnings Per Common Share, page F-48

68.

You disclose that there are 2.4 million share options outstanding under the NV Equity Plan. Your disclosures on page F-44 indicate that there are 3.2 million. Please advise or revise as necessary. Please also disclose how you determined all of these options were anti-dilutive pursuant to paragraphs 17 through 19 of SFAS 128.

Both disclosures should have included 3.2 million options. Disclosures will be adjusted accordingly in future filings. In accordance with paragraphs 17 through 19 of SFAS 128, the Company determined, based on the treasury method, that the 3.2 million share options were anti-dilutive for the year ended December 31, 2008. The average market price of the Company's common stock did not exceed the strike price of the 3.2 million share options.

25

Note 25.  Fair Value Measurements, page F-51

69.

You record aircraft at fair value when you determine the carrying value may not be recoverable in accordance with SFAS 144. In the year ended December 31, 2008, you recognized an impairment of $18.8 million. In this regard, please provide the disclosures required by paragraph 33 of SFAS 157.

Disclosure in accordance with paragraph 33 of SFAS 157 relating to the recognized impairment will be expanded in future filings. The Company will disclose the following separately for each major category of assets and liabilities:

•

The fair value measurements recorded during the period and the reasons for the measurements.



•

The level used by the Company within the fair value hierarchy.



•

The Company's fair value measurements for the impairments recognized in the twelve month period ending December 31, 2008 that the Company based on level 3 inputs, fair value measurements using significant unobservable inputs. The Company will therefore include a description of the inputs and the information used to develop the inputs, which include the Company's assumptions as to future cash proceeds from leasing and selling aircraft.

Exhibit Index

70.

Include an exhibit index immediately before the exhibits as required by Rule 102(d) of Regulation S-T.

An exhibit index will be included immediately before the exhibits in future filings.

Genesis Lease Ltd

Annual Report on Form 20-F for the Year Ended December 31, 2008

Critical Accounting Policies

Flight Equipment under Operating Leases, page 49

71.

Flight equipment under operating leases is tested for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable in accordance with SFAS 144. On page F-17 you disclose that you assessed the recoverability of aircraft during the fourth quarter of 2008. You did not record any impairment charges on aircraft in 2006, 2007 and 2008. Please provide us with the following additional information regarding your consideration of impairment in the fourth quarter of 2008:

•

The specific events and changes in circumstances which indicated impairment;

•

How you grouped your assets for purposes of considering whether an impairment existed. Refer to paragraph 4 of SFAS 144;

•

The percentage by which the undiscounted cash flows exceeded the carrying value;

•

The carrying value of the assets considered for impairment; and

•

A description of the assumptions that drive the undiscounted cash flows.

In accordance with SFAS No. 144, 'Accounting for the Impairment or Disposal of Long-lived Assets', Genesis tests flight equipment under operating leases for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable.

26

Genesis determines events or changes in circumstances that may indicate an impairment through a review of general economic and airline industry specific indicators, and through a review of changes in appraised aircraft values (as a proxy for fair market value). When these indicate that an impairment may exist, Genesis determines the total expected undiscounted cash flows expected from the use and eventual disposition of the asset. If the carrying value exceeds the gross undiscounted cashflows then an impairment is deemed to exist and is recognized as the difference between the asset's carrying amount and its fair value.

The following events and changes in circumstances indicated that Genesis should test certain of its aircraft for recoverability during the fourth quarter of 2008:

•

continuing economic recession throughout the world and expectations for reduced global economic growth;



•

high oil prices and decreased demand for air travel; and



•

decline in aircraft values as evidenced by a decrease in current market value ("CMV") independent valuations obtained from three external appraisers as of December 31, 2008. The CMV independent valuations represent a guide to the fair value of an aircraft; the values assume an aircraft has no lease attached. Nonetheless, Genesis uses these data points as a further indication of a potential impairment of individual/specific assets and subsequently Genesis tested 21 of its 54 aircraft for recoverability as those 21 aircraft had carrying values that were greater than the average CMV independent valuations. The carrying value of the 21 aircraft as at December 31, 2008 was $504.6 million.

Genesis considered each individual aircraft for impairment given that it represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

All 21 aircraft tested for impairment passed the recoverability test, with the undiscounted cashflows exceeding the carrying value of the aircraft by between 15% and 87%. Genesis has a young portfolio of aircraft, the weighted average age of the portfolio as at December 31, 2008 was 6.6 years. The useful economic life of aircraft can vary but would generally be between 20 and 30 years.

Genesis used the following assumptions in estimating the future cash flows expected to be generated by an aircraft:

•

contracted lease rents through current lease expiry;



•

subsequent re-lease rates based on future rental estimates from the three independent appraisers for those aircraft;



•

aircraft sold for their estimated future values (based on the future estimated residual values from the three independent appraisers) at the earlier of the end of one 5-year re-lease term or the end of the aircraft's expected useful life; and



•

downtime, transition and maintenance costs incurred between leases.

Combined and Consolidated Statements of Cash Flows, page F-6

72.

You record changes in restricted cash under cash flows from operating activities and cash flows from investing activities. For each of the components of restricted cash disclosed on page F-13, including amounts received from lessees in respect of cash security deposits, please tell us whether

27

the changes in restricted cash are included in operating or investing activities and how you made this determination pursuant to SFAS 95.

Restricted cash arises as part of Genesis' normal operating and financing activities. The restriction of Genesis cash balances arises in accordance with certain underlying financing agreements which require, amongst other things, certain operating expenses and amounts received in respect of additional rentals and cash security deposits under the relevant leases within those financings to be held in segregated accounts. Restrictions on cash do not arise pursuant to the terms of any of Genesis' lease agreements.

In accordance with SFAS 95 and supplementary guidance provided at the 2006 AICPA National Conference on Current SEC and PCOAB Developments, Genesis' classification and presentation of changes in restricted cash within the statement of cash flow as operating or investing is dependent on the expected ultimate disposition of the restricted cash.

Changes in restricted cash recorded as cash flows from operating activities primarily represent cash security deposits received from lessees, which are restricted in their disposition under the terms of the underlying financing agreements, to fund the repayment of the security deposit to the lessees on expiry of the lease or to mitigate against any losses if the lessee were to default under its contract.

Changes in restricted cash recorded as cash flows from investing activities represents additional rentals received from lessees, which are restricted in their disposition under the terms of the underlying financing agreements, to payments for certain planned major maintenance events. For planned major maintenance activities, Genesis capitalizes the actual maintenance cost within 'Flight equipment under operating leases, net' by applying the deferral method in accordance with the Financial Accounting Standards Board ("FASB") Staff Position (FSP) No. AUG AIR-1, Accounting for Planned Major Maintenance Activities, which represent an investing activity for the company.

73.

Please tell us whether you receive maintenance related deposits from your customers. If so, please disclose where these are recorded on your balance sheet and correspondingly how you reflect changes in these amounts on your cash flow statements. Please also tell us how you reflect changes in lessee deposits on your statement of cash flow.

In certain cases, Genesis' leases provide for additional rentals based on usage, which is recorded as revenue as it is earned under the terms of the lease. The usage is calculated based on hourly usage or cycles operated, depending on the lease agreement. Usage is typically reported monthly by the lessee and is non-refundable.

Under Genesis' lease agreements, Genesis may be obligated to make contributions to the lessee for planned major maintenance expense incurred by the lessee.

While the lessee has initial responsibility for maintaining the aircraft under the leases, Genesis is the primary obligor for maintenance costs on its aircraft. Genesis retains the risk and rewards of ownership and therefore, as primary obligor, has responsibility for maintaining its aircraft over their useful lives and has rendered a service to the lessee by assuming the risk of potential future maintenance costs. The determination of primary obligor is as a result of:

•

a lessee is contractually required to pay additional rental based on usage of the aircraft. There is no legal obligation for Genesis to refund this additional rental to the lessee;



•

each lease agreement outlines how Genesis as owner of the aircraft expects the aircraft to be maintained while on lease;

28

•

Genesis, as lessor, maintains pricing risk associated with maintenance events. Any contribution to the current lessee may vary depending on the cost of planned major maintenance incurred by the lessee. Equally, following lease expiry, the lessor may be required to contribute an amount to the next lessee towards future planned major maintenance which is a different amount to the additional rental received from the current lessee;



•

in the event of default by a lessee, the lessor commonly bears significant costs associated with maintaining the aircraft; and



•

Genesis may avoid its obligations for maintenance costs only by selling or otherwise disposing of aircraft.

Genesis recognises additional rent as revenue as it is earned in accordance with EITF 99-19 'Reporting Revenue Gross as a Principal versus Net as an Agent'. EITF 99-19 states that "if a company is the primary obligor in an arrangement—that fact is a strong indicator that a company has risks and rewards of a principal in the transaction and that it should record revenue gross based on the amount billed to the customer". As additional rental is based on the utilization of the aircraft, it is classified and recorded within rental of flight equipment as a contingent rent in accordance with paragraph 11 and 13 of SFAS 29 'Determining Contingent Rentals'.

For planned major maintenance activities, Genesis capitalizes the actual maintenance cost within 'Flight equipment under operating leases, net' by applying the deferral method in accordance with the Financial Accounting Standards Board ("FASB") Staff Position (FSP) No. AUG AIR-1, 'Accounting for Planned Major Maintenance Activities'.

Additional rentals and security deposits are not restricted pursuant to the lease terms and are therefore considered operating cash flows. However, in some instances, these cashflows are required to be held in segregated accounts in accordance with underlying financing agreements in which case the cashflows are recognized under 'Restricted Cash'. Please refer to the response to comment 72.

*            *            *

        The Company and Genesis would like to commence the solicitation process as soon as practicable. Once you have has advised us that the Staff has no further comments, the Company intends to file an acceleration request to have the F-4 declared effective on the second business day after that request is filed, or as soon thereafter as is practicable.

        If you have any questions, please do not hesitate to contact Robert S. Reder at (212) 530-5680 or Dean W. Sattler at (212) 530-5629, both of Milbank, Tweed, Hadley & McCloy LLP. In addition, please feel free to contact me at +31 206 559 600.

Enclosures

cc:

John McMahon—Genesis Lease Limited
Raymond O. Gietz—Weil, Gotshal & Manges LLP
Boris Dolgonos—Weil, Gotshal & Manges LLP
Robert S. Reder—Milbank, Tweed, Hadley & McCloy LLP
Drew S. Fine—Milbank, Tweed, Hadley & McCloy LLP
Dean W. Sattler—Milbank, Tweed, Hadley & McCloy LLP

29

Table of Contents

As filed with the Securities and Exchange Commission on November 18, 2009

Registration No. 333-162365

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AerCap Holdings N.V.
(Exact name of Registrant as Specified in its Charter)

AerCap
AerCap House
Stationsplein 965
1117 CE Schiphol Airport Amsterdam
The Netherlands
Attention: Chief Legal Officer
+31 20 655 96 71
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

CT Corporation System, 111 Eighth Avenue, 13^th Floor, New York, NY 10011, (212) 894-8641
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

        This registration statement contains two forms of prospectus. The first form of prospectus is a proxy statement/prospectus that will be used in connection with (i) the offering and issuance of ordinary shares, par value €0.01 per share ("AerCap Common Shares"), of AerCap Holdings N.V. ("AerCap") in the proposed Amalgamation (as that term is defined in the accompanying proxy statement/prospectus) of AerCap International Bermuda Limited, a wholly-owned subsidiary of AerCap, and Genesis Lease Limited ("Genesis"), pursuant to which the amalgamated company will become a wholly-owned subsidiary of AerCap, and (ii) the solicitation of proxies from Genesis shareholders in connection with a special meeting to be held to vote on approval of the Amalgamation.

        The second form of prospectus is a prospectus supplement that will be used only in connection with the resale of AerCap Common Shares that may be issued to the selling shareholders (as defined in the accompanying prospectus supplement) pursuant to certain arrangements between AerCap and each of the selling shareholders. Under such arrangements, in the event that any registered holders of Genesis common shares have made an appraisal application under Bermuda law in connection with the Amalgamation in respect of the Genesis common shares held by such dissenting shareholders, AerCap Common Shares may be issued to the selling shareholders, and, in such event, the prospectus supplement will be used together with the proxy statement/prospectus, after the completion of the Amalgamation, in connection with the resale, from time to time, by the selling shareholders of these AerCap Common Shares, as more fully described in the accompanying prospectus supplement. The number of AerCap Common Shares, if any, issued to the selling shareholders will not be known until the closing of the Amalgamation as it will depend on the total transaction value of the Amalgamation and the number of dissenting shares. It is possible that no shares will be issued to the selling shareholders.

        After this registration statement becomes effective, the first form of prospectus will be filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act"), and distributed to Genesis shareholders. The second form of prospectus, together with the first form of prospectus, will not be used unless and until AerCap Common Shares are issued to the selling shareholders, in which event such second form of prospectus will be appropriately completed and filed with the SEC pursuant to Rule 424(b) of the Securities Act and it will thereafter be available for use in connection with resales of AerCap Common Shares by the selling shareholders. No preliminary prospectuses will be distributed to the public.

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The information in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission ("SEC"), in which this proxy statement/prospectus is included, is declared effective. This proxy statement/prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY COPY—SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2009

AMALGAMATION PROPOSAL—YOUR VOTE IS VERY IMPORTANT

To the shareholders of Genesis Lease Limited:

          On September 17, 2009, Genesis Lease Limited ("Genesis"), AerCap Holdings N.V. ("AerCap") and AerCap International Bermuda Limited ("AerCap International"), a wholly-owned subsidiary of AerCap, entered into an Agreement and Plan of Amalgamation (the "Amalgamation Agreement").

          Subject to Genesis shareholder approval as described herein and satisfaction or waiver of the other conditions specified in the Amalgamation Agreement, Genesis has agreed to amalgamate with AerCap International (the "Amalgamation"). Genesis shareholders (including the shareholders that do not vote in favor of the Amalgamation) will receive one ordinary share, par value €0.01 per share, of AerCap (an "AerCap Common Share") in exchange for each common share, par value $0.001 per share, of Genesis (a "Genesis Common Share"), unless they exercise appraisal rights pursuant to Bermuda law. Pursuant to the Amalgamation Agreement, AerCap has resolved to issue up to 34,346,596 AerCap Common Shares in anticipation of the Amalgamation. All Genesis Common Shares are currently held in the form of American Depositary Shares ("Genesis ADSs"), each representing one Genesis Common Share. Unless otherwise specified or the context otherwise requires, references in this proxy statement/prospectus to Genesis Common Shares include Genesis Common Shares held in the form of ADSs.

          AerCap shareholder approval of the Amalgamation is not required, and AerCap shareholders will not vote on the Amalgamation.

        The Genesis Special General Meeting.    Genesis will hold a special general meeting of its shareholders (the "Genesis Special General Meeting") on [    •    ], 2009, at [    •    ], Irish Time, at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare, Ireland. Genesis shareholders will be asked at the Genesis Special General Meeting to:

•

adopt the Amalgamation Agreement and approve the Amalgamation;



•

approve an adjournment of the Genesis Special General Meeting for the solicitation of additional proxies in favor of the above proposal, if necessary; and



•

transact such other further business, if any, as may lawfully be brought before the meeting.

          The affirmative vote of a majority of the votes cast at the Genesis Special General Meeting at which a quorum is present will be required to adopt the Amalgamation Agreement and approve the Amalgamation.

*    *    *

          All holders of record of Genesis ADSs will receive a voting card from the Deutsche Bank Trust Company Americas, as Depositary, with instructions on how to instruct the Depositary to vote the Genesis Common Shares represented by your Genesis ADSs. Voting instructions must be received on or before [    •    ], 2009 at [    •    ] p.m. (New York City time). If you hold your Genesis ADSs through a bank, broker or other nominee, you may receive instructions from that institution on how to instruct them to vote your Genesis ADSs, including by completing a voting instruction form, or providing instructions by Internet or telephone.

          AerCap Common Shares are quoted on the New York Stock Exchange (the "NYSE") under the ticker symbol "AER." The closing stock price of an AerCap Common Share on the NYSE on October 5, 2009, the last practicable date prior to the filing with the SEC of the registration statement in which this proxy statement/prospectus is included, was $8.62. Genesis ADSs are currently quoted on the NYSE under the ticker symbol "GLS." The Genesis ADSs will be delisted upon completion of the Amalgamation. The closing stock price of a Genesis ADS on the NYSE on October 5, 2009 was $8.48. All references to "dollars" and "$" in this proxy statement/prospectus refer to U.S. dollars.

          Genesis' board of directors has adopted the Amalgamation Agreement and authorized and approved the Amalgamation of Genesis with AerCap International upon the terms and subject to the conditions set forth in the Amalgamation Agreement, and, based on the considerations described elsewhere in this proxy statement/prospectus, deems it fair, advisable and in the best interests of Genesis to enter into the Amalgamation Agreement and to consummate the Amalgamation and the other transactions contemplated by the Amalgamation Agreement. Genesis' board of directors recommends that Genesis shareholders vote "FOR" each proposal.

          This proxy statement/prospectus provides Genesis shareholders with detailed information about the Genesis Special General Meeting and the Amalgamation. You can also obtain information from publicly available documents filed by AerCap and Genesis with the SEC. Genesis encourages you to read this entire document carefully. You should also carefully consider the section entitled Risk Factorsbeginning on page 36.

          Your vote is very important. Whether or not you plan to attend the Genesis Special General Meeting, please take time to vote by following the voting instructions provided to you by your broker or by the Depositary for the Genesis ADSs.

Sincerely,

John McMahon
Chairman, President and Chief Executive Officer
Genesis Lease Limited

          Neither the SEC nor any state securities regulatory agency has approved or disapproved the issuance of AerCap Common Shares pursuant to the Amalgamation Agreement, passed upon the merits or fairness of the Amalgamation or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

          The proxy statement/prospectus and the related proxy materials are available free of charge on Genesis' and AerCap's websites at http://www.AerCap.com and http://www.genesislease.com.

This proxy statement/prospectus is dated [    •    ], 2009
and is first being mailed to Genesis shareholders on or about [    •    ], 2009.

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SOURCES OF ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates by reference information, including important business and financial information, also set forth in documents filed by AerCap and Genesis with the SEC, and those documents include information about AerCap and Genesis that is not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed by AerCap or Genesis, as the case may be, with the SEC from the SEC or, without cost, from the SEC's website at http://www.sec.gov. You may obtain documents filed with the SEC, including documents incorporated by reference in this proxy statement/prospectus, free of cost by directing a written or oral request to the appropriate company at:

        If you would like to request documents, in order to ensure timely delivery, you must do so at least five business days before the date of the Genesis Special General Meeting. This means you must request this information no later than [    •    ], 2009. AerCap or Genesis, as the case may be, will mail properly requested documents to requesting shareholders by first class mail, or another equally prompt means, within one business day after receipt of such request.

        See Where You Can Find More Information on page 147.

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4450 ATLANTIC AVENUE, WESTPARK, SHANNON, CO. CLARE, IRELAND

NOTICE OF SPECIAL GENERAL MEETING OF GENESIS SHAREHOLDERS
TO BE HELD [    •    ], 2009

[    •    ], 2009

        Notice is hereby given that Genesis will hold a special general meeting of its shareholders (the "Genesis Special General Meeting") on [    •    ], 2009, at [    •    ], Irish Time, at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare, Ireland. Genesis shareholders will be asked at the Genesis Special General Meeting to:

•

adopt the Amalgamation Agreement and approve the resulting Amalgamation;



•

approve an adjournment of the Genesis Special Meeting for the solicitation of additional proxies in favor of the above proposal, if necessary; and



•

transact such other further business, if any, as may lawfully be brought before the meeting.

        Information concerning the matters to be acted upon at the Genesis Special General Meeting is set forth in the accompanying proxy statement/prospectus.

        Under the terms of the Amalgamation Agreement, each outstanding common share of Genesis ("Genesis Common Share") (excluding any shares as to which appraisal rights have been exercised pursuant to Bermuda law), will be cancelled and converted into the right to receive one ordinary share of AerCap ("AerCap Common Share") upon closing of the Amalgamation. Genesis' board of directors considers the fair value for each Genesis Common Share to be one AerCap Common Share.

        All Genesis Common Shares are currently held in the form of American Depositary Shares ("Genesis ADSs"), each representing one Genesis Common Share. The depositary for the Genesis ADSs is Deutsche Bank Trust Company Americas (together with any successor or assignee thereof, the "Depositary"). Holders of record of Genesis ADSs, as shown on the books of the Depositary, at the close of business on [    •    ], 2009 will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to their Genesis Common Shares. Upon the timely receipt of properly completed voting instructions of eligible Genesis ADS holders, the Depositary shall endeavor to vote the Genesis Common Shares in accordance with such voting instructions. The Depositary will not vote Genesis Common Shares other than in accordance with such voting instructions.

        All holders of record of Genesis ADSs will receive a voting card from the Depositary with instructions on how to instruct the Depositary to vote the Genesis Common Shares represented by your Genesis ADSs. Voting instructions must be received on or before [    •    ], 2009 at [    •    ] p.m. (New York City time). If you hold your Genesis ADSs through a bank, broker or other nominee, you may receive instructions from that institution on how to instruct them to vote your Genesis ADSs, including by completing a voting instruction form, or providing instructions by Internet or telephone.

        Under Bermuda law, any Genesis shareholder that is not satisfied that it has been offered fair value for its Genesis Common Shares and that does not vote in favor of the Amalgamation may exercise its appraisal rights under the Companies Act 1981 of Bermuda, as amended (the "Companies Act"), to have the fair value of its Genesis Common Shares appraised by the Supreme Court of Bermuda (the "Court"). Any Genesis shareholder intending to exercise appraisal rights must file its application for appraisal of the fair value of its Genesis Common Shares with the Court within one month after the date of this notice convening the Genesis Special General Meeting. In order to exercise appraisal rights, a Genesis ADS holder must cancel its Genesis ADSs, withdraw the underlying Genesis Common Shares and pay a cancellation fee to the Depositary in the amount of $0.05 per Genesis ADS being cancelled.

By order of the Board of Directors,
John McMahon
Chairman, President and Chief Executive Officer

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QUESTIONS AND ANSWERS ABOUT THE AMALGAMATION AND THE MEETING

        The following questions and answers highlight selected information from this proxy statement/prospectus and may not contain all the information that is important to you. We encourage you to read this entire document carefully. Capitalized terms not defined in these questions and answers are defined in the body of the proxy statement/prospectus beginning on page 1.

Q:    When and where is the shareholder meeting?

A:

The Genesis Special General Meeting will take place at [    •    ], Irish Time, on [    •    ], 2009, at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare, Ireland.

Q:    What is happening at the shareholder meeting?

A:

At the Genesis Special General Meeting, Genesis shareholders will be asked to:

•

adopt the Amalgamation Agreement and approve the Amalgamation;

•

approve an adjournment proposal in respect of the Genesis Special General Meeting for the solicitation of additional proxies in favor of the foregoing proposal, if necessary; and

•

transact such other further business, if any, as may lawfully be brought before the meeting.

Q:

Why is AerCap not required to obtain approval of the Amalgamation or the issuance of AerCap Common Shares from its shareholders?

A:

Neither the laws of the Netherlands, AerCap's jurisdiction of incorporation, nor the listing rules of the NYSE, on which AerCap's shares are listed, require AerCap to obtain any additional shareholder approval of the Amalgamation or the issuance of AerCap Common Shares pursuant to the Amalgamation Agreement (the "Share Issuance"). AerCap's shareholders have previously authorized AerCap's board of directors to issue a sufficient number of AerCap Common Shares in connection with the Amalgamation, and no additional action by AerCap's shareholders is required. As a result, no meeting of AerCap shareholders is required.

Q:    What will happen in the Amalgamation?

A:

If Genesis shareholders adopt the Amalgamation Agreement and approve the Amalgamation, and all other conditions to the Amalgamation have been satisfied or waived, Genesis will amalgamate with AerCap International, a direct, wholly-owned subsidiary of AerCap. Upon the closing of the Amalgamation (the "Closing"), the separate corporate existence of AerCap International and Genesis will cease, and they will continue as an amalgamated company (the "Amalgamated Company"), which will be a wholly-owned subsidiary of AerCap. The name of the Amalgamated Company will be "AerCap International Bermuda Limited."

Q:    Why did AerCap approve the Amalgamation Agreement?

A:

AerCap's board of directors considered a number of factors in determining to approve the Amalgamation Agreement, including, among others, AerCap's ability to achieve several key strategic and financial objectives in a single transaction, such as the combination of Genesis' expected unrestricted cash generation with AerCap's growth outlook, the improvement in quality of earnings for AerCap, the expected resulting increase in the global client base of AerCap, significant cost synergies and improved stock trading liquidity for shareholders. AerCap expects that the successful completion of the Amalgamation will lead to the creation of a company that will be a leading player in the aircraft and engine leasing businesses, with a strong balance sheet and diversified and profitable business lines.

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Q:    Why did Genesis approve the Amalgamation Agreement?

A:

Genesis' board of directors considered a number of factors in determining to approve the Amalgamation Agreement, including, among others, the terms and conditions of the Amalgamation Agreement, the implied 45% acquisition premium to Genesis shareholders based on the daily closing prices of Genesis ADSs and AerCap Common Shares during the 30-day trading period from July 31, 2009 to September 11, 2009 and the fact that Genesis shareholders will own a substantial interest in AerCap after the Amalgamation, enabling them to benefit from the potential accretion to earnings per share that would result from AerCap's contracted forward order book for new aircraft, nearly all of which has committed debt financing and lease commitments in place. See The Amalgamation—Genesis' Reasons for the Amalgamation; Recommendation of the Genesis Board of Directors beginning on page 52 for more details.

Q:    Does the Genesis board of directors recommend approval of the proposals?

A:

Yes. Genesis' board of directors recommends that you vote "FOR" each matter.

Q:

What will be the composition of the board of directors of AerCap following the effectiveness of the Amalgamation?

A:

Upon the Closing, AerCap's board of directors will consist of the directors serving on the board of directors of AerCap before the Amalgamation. Shortly following the consummation of the Amalgamation, AerCap will propose and recommend to shareholders for election to its board of directors at an extraordinary general meeting three Genesis directors selected by Genesis, subject to the consent of AerCap (not to be unreasonably withheld).

Q:    How will AerCap be managed after the Amalgamation?

A:

Upon the Closing, the officers of AerCap will be the officers serving AerCap before the Amalgamation.

Q:    When do the parties expect to complete the Amalgamation?

A:

The parties expect to complete the Amalgamation in the fourth quarter of 2009, although there can be no assurance that the parties will be able to do so.

Q:    What will Genesis shareholders receive in the Amalgamation?

A:

Upon the effectiveness of the Amalgamation, each outstanding Genesis Common Share (excluding any dissenting shares as to which appraisal rights have been exercised pursuant to Bermuda law ("dissenting shares")) will be cancelled and converted into the right to receive one AerCap Common Share.

Q:    Will I be taxed on the Amalgamation Consideration I receive?

A.

The exchange of Genesis Common Shares other than Genesis Restricted Shares (as defined below on page 84) solely for AerCap Shares generally will be nontaxable to Genesis shareholders for U.S. federal income tax purposes. Certain holders of Genesis Common Shares that are U.S. persons and have not made an election to treat Genesis as a "qualifying electing fund" for U.S. federal income tax purposes may recognize gain for U.S. federal income tax purposes as a result of the Amalgamation.

Tax matters are very complicated. The tax consequences of the Amalgamation to you will depend on your specific situation and on AerCap's status as a Passive Foreign Investment Company, or "PFIC." You should consult your tax advisor for a full understanding of the U.S. federal, state,

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local and foreign tax consequences of the Amalgamation to you. See Tax Considerations beginning on page 106 for a description of the tax consequences of the Amalgamation.

Q:

What percentage of AerCap Common Shares will the former holders of Genesis Common Shares own, in the aggregate, after the Amalgamation?

A:

Based on AerCap's and Genesis' respective capitalizations as of June 30, 2009, AerCap estimates that former Genesis shareholders would own, in the aggregate, approximately 29% of the issued and outstanding AerCap Common Shares on a fully-diluted basis following the Closing.

Q:    Are Genesis shareholders able to exercise appraisal rights?

A:

Any Genesis shareholder that is not satisfied that it has been offered fair value for its Genesis Common Shares and that does not vote in favor of the Amalgamation may exercise its appraisal rights under the Companies Act 1981 of Bermuda, as amended, to have the fair value of its Genesis Common Shares appraised by the Supreme Court of Bermuda. However, any Genesis ADS holder must first cancel its Genesis ADSs and withdraw the underlying Genesis Common Shares and pay a cancellation fee to the Depositary in the amount of $0.05 per each Genesis ADS being cancelled before it can exercise its appraisal rights.

Q:    What is the record date for the Genesis Special General Meeting?

A:

The record date for the Genesis Special General Meeting is [    •    ], 2009 (the "Genesis record date"). Holders of record of Genesis ADSs, as shown on the books of the Depositary, at the close of business on the Genesis record date will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to their Genesis Common Shares. Voting instructions must be received on or before [    •    ], 2009 at [    •    ] p.m. (New York City time).

Q:

What shareholder vote is required to approve the proposals at the Genesis Special General Meeting and how many votes must be present to hold the meetings?

A:

The affirmative vote of a majority of the votes cast at the Genesis Special General Meeting, at which a quorum is present in accordance with Genesis' bye-laws, is required to adopt the Amalgamation Agreement and approve the Amalgamation. The quorum required at the Genesis Special General Meeting is two or more shareholders present in person and representing (either in person or by proxy) in excess of 50% of the total issued and outstanding Genesis Common Shares at the start of the meeting.

Q:    How do I vote my shares?

A:

All Genesis Common Shares are currently held as Genesis ADSs. If you are a holder of record of Genesis ADSs, meaning that your Genesis ADSs are evidenced by physical certificated American Depositary Receipts ("Genesis ADRs") or book entries in your name so that you appear as a Genesis ADS holder in the register maintained by the Depositary, you will receive a voting card from the Depositary with instructions on how to instruct the Depositary to vote the Genesis Common Shares represented by your Genesis ADSs. Voting instructions must be received on or before [    •    ], 2009 at [    •    ] p.m. (New York City time). If you hold Genesis ADSs through a bank, broker or other nominee (in "street name"), you may receive from that institution a voting instruction form that you may use to instruct them on how to vote your Genesis ADSs. See The Genesis Special General Meeting, beginning on page 102, for a discussion of voting procedures.

Q:    What effect do abstentions have on the proposals?

A:

Abstentions will be counted toward the presence of a quorum at, but will not be considered votes cast on any proposal brought before, the Genesis Special General Meeting. See also The Genesis Special General Meeting—Record Date and Shares Entitled to Vote on page 102.

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Q:    What do I do if I want to change my vote?

A:

You may change your vote at any time before the voting deadline of [    •    ] p.m. (New York City time) on [    •    ], 2009. If you are a registered Genesis ADS holder, you may change your vote by following the instructions on your voting instruction card to vote again. Registered holders who need another copy of their voting instruction card may call Innisfree M&A Incorporated at 877-687-1871 (toll-free from the U.S. and Canada) or 412-232-3565 (from other locations). If you hold your Genesis ADSs in street name and wish to change your vote, you should follow the instructions of your bank, broker or other nominee.

Please note that the last instructions received by the Depositary by the voting deadline will be the voting instructions followed by the Depositary.

Q:    What will happen to the Genesis ADS program?

A:

Upon consummation of the Amalgamation, it is anticipated that the Genesis ADS program will be terminated in accordance with its terms by the Depositary or its successor, assignee or nominee.

Q:    What do I need to do now?

A:

You are urged to read carefully this proxy statement/prospectus, including its annexes and the documents incorporated by reference herein. You also may want to review the documents referenced under Where You Can Find More Information beginning on page 147 and consult with your accounting, legal and tax advisors. Once you have considered all relevant information, you are encouraged to follow the voting instructions on the voting card provided to you by the Depositary (if you are a holder of record of Genesis ADSs) or the voting instruction form you receive from your bank, broker or other nominee (if you hold your Genesis ADSs in street name).

Q:    Whom can I contact with any additional questions?

A:

If you have additional questions about the Amalgamation, if you would like additional copies of this proxy statement/prospectus, or if you need assistance voting your Genesis Common Shares, you should contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th floor
New York, New York 10022
Shareholders call: 877-687-1871 (toll-free from the U.S. and Canada) or
                                412-232-3565 (from other locations)
Banks and brokers call collect: 212-750-5833

Q:    Who pays for the cost of proxy preparation and solicitation?

A:

Genesis and AerCap will each pay one-half of the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokers, banks or other nominees for forwarding proxy materials to street name holders.

Genesis has retained Innisfree M&A Incorporated to assist Genesis with soliciting shareholder proxies, and Innisfree M&A Incorporated will receive customary fees plus reimbursement of expenses. In addition, Genesis may solicit proxies by Internet and mail.

Q:    Where can I find more information about the companies?

A:

You can find more information about AerCap and Genesis in the documents described under Where You Can Find More Information beginning on page 147.

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SUMMARY

        This summary highlights the material information in this proxy statement/prospectus. To fully understand the proposals, and for a more complete description of the terms of the Agreement and Plan of Amalgamation (the "Amalgamation Agreement") entered into by and between Genesis Lease Limited ("Genesis"), AerCap Holdings N.V. ("AerCap") and AerCap International Bermuda Limited ("AerCap International"), pursuant to which Genesis will amalgamate with AerCap International (the "Amalgamation"), you should read carefully this entire document, including the exhibits and documents incorporated by reference herein, and the other documents referred to herein. For information on how to obtain the documents that are on file with the Securities and Exchange Commission (the "SEC"), see the section of this proxy statement/prospectus entitled "Where You Can Find More Information" beginning on page 147.

The Companies

AerCap

        AerCap is a Netherlands public limited liability company with its principal executive offices located at AerCap House, Stationsplein 965, 1117 CE Schiphol Airport Amsterdam, The Netherlands, and its general telephone number is +31 20 655 96 00. AerCap is an integrated global aviation company with a leading market position in aircraft and engine leasing, trading and parts sales. AerCap possesses extensive aviation expertise that permits it to extract value from every stage of an aircraft's lifecycle across a broad range of aircraft and engine types. Its strategy is to acquire aviation assets at attractive prices, lease the assets to suitable lessees, and manage the funding and other lease related costs efficiently. AerCap also provides aircraft management services and performs aircraft and limited engine maintenance, repair and overhaul services and aircraft disassemblies through its certified repair stations. AerCap is headquartered in Amsterdam and has offices in Ireland, the United Kingdom, China, Texas, Florida and Arizona with a total of 368 employees, as of June 30, 2009.

        AerCap operates its business on a global basis, providing aircraft, engines and parts to customers in every major geographical region. Most of its aircraft are leased to airlines under operating leases.

        AerCap has the infrastructure, expertise and resources to execute a large number of diverse aircraft and engine transactions in a variety of market conditions. As of June 30, 2009, AerCap had total shareholders' equity of $1.2 billion and total assets of $6.1 billion. Ordinary shares of AerCap, par value €0.01 per share (each, an "AerCap Common Share"), are traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "AER" and, as of October 5, 2009, the last practicable date prior to the filing with the SEC of the registration statement in which this proxy statement/prospectus is included, the closing stock price of AerCap Common Shares on the NYSE was $8.62, and AerCap had a market capitalization of approximately $733 million.

Genesis

        Genesis is an aviation company that acquires and leases commercial jet aircraft and other aviation assets. Genesis' aircraft are leased under long-term contracts to a diverse group of airlines throughout the world. Genesis, a Bermuda exempted company, has its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Although Genesis is organized under the laws of Bermuda, it is a resident in Ireland for Irish tax purposes and thus is subject to Irish corporation tax on its income in the same way, and to the same extent, as if it were organized under the laws of Ireland. Genesis' principal executive offices are located at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare, Ireland, and its general telephone number is +353 61 233 300. As of June 30, 2009, Genesis had total shareholders' equity of $496 million and total assets of $1.8 billion. Each Genesis common share, par value $0.001, (a "Genesis Common Share") has been issued in the form of an American Depositary Share (a "Genesis ADS"). Genesis ADSs are quoted on the NYSE under the ticker symbol "GLS"

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and, as of October 5, 2009, the last practicable date prior to the filing with the SEC of the registration statement in which this proxy statement/prospectus is included, the closing stock price of Genesis ADSs on the NYSE was $8.48 and Genesis had a market capitalization of approximately $291 million.

The Genesis Special General Meeting (page 102)

        Genesis will hold a special general meeting of its shareholders (the "Genesis Special General Meeting") on [    •    ], 2009, at [    •    ], Irish Time, at 4450 Atlantic Avenue, Westpark, Shannon, Co. Clare, Ireland. Genesis shareholders will be asked at the Genesis Special General Meeting to:

•

adopt the Amalgamation Agreement and approve the Amalgamation;



•

approve an adjournment of the Genesis Special General Meeting for the solicitation of additional proxies in favor of the above proposal, if necessary; and



•

transact such other further business, if any, as may lawfully be brought before the meeting.

        All Genesis Common Shares are currently held as Genesis ADSs. If you are a holder of record of Genesis ADSs, meaning that your Genesis ADSs are represented by Genesis ADRs or book entries in your name so that you appear as a Genesis ADS holder in the register maintained by Deutsche Bank Trust Company Americas, the depositary for the Genesis ADSs (together with any successor or assignee thereof, the "Depositary"), you will receive a voting card from the Depositary with instructions on how to instruct the Depositary to vote the Genesis Common Shares represented by your Genesis ADSs. If you hold Genesis ADSs through a bank, broker or other nominee (in "street name"), you may receive from that institution a voting instruction form that you may use to instruct them on how to vote your Genesis ADSs. See The Genesis Special General Meeting, beginning on page 102, for a discussion of voting procedures.

The Amalgamation (page 41)

General Description (page 41)

        On September 17, 2009, Genesis, AerCap and AerCap International, a wholly-owned subsidiary of AerCap, entered into the Amalgamation Agreement. Following due consideration, AerCap's board of directors adopted the Amalgamation Agreement on September 15, 2009 and deemed it fair, advisable and in the best interests of AerCap, its shareholders and other stakeholders to enter into the Amalgamation Agreement, to authorize the Share Issuance, to exclude preemptive rights in connection with the Share Issuance, and to consummate the Amalgamation and the other transactions contemplated thereby. Following due consideration, Genesis' board of directors adopted the Amalgamation Agreement on September 17, 2009 and authorized and approved the Amalgamation of Genesis with AerCap International upon the terms and subject to the conditions set forth in the Amalgamation Agreement and deemed it fair to, advisable to and in the best interests of Genesis to enter into the Amalgamation Agreement and to consummate the Amalgamation and the other transactions contemplated thereby.

        Subject to Genesis shareholder approval as described in this proxy statement/prospectus and the satisfaction or waiver of the other conditions specified in the Amalgamation Agreement, on the closing of the Amalgamation (the "Closing," and such date, the "Closing Date"), Genesis will amalgamate with AerCap International. Pursuant to the Amalgamation Agreement, upon the effectiveness of the Amalgamation (the "Effective Time," as further defined in The Amalgamation Agreement—Closing; Completion of the Amalgamation on page 83), Genesis shareholders (other than shareholders that exercise appraisal rights pursuant to Bermuda law) will have the right to receive one AerCap Common Share (the "Amalgamation Consideration") in exchange for each Genesis Common Share they hold (the "Exchange Ratio").

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        Further details relating to the structure of the Amalgamation and the Amalgamation Consideration are described in The Amalgamation Agreement—Structure of the Amalgamation on page 82 and The Amalgamation Agreement—Amalgamation Consideration on page 83.

Genesis' Reasons for the Amalgamation; Recommendation of the Genesis Board of Directors (page 52)

        Genesis' board of directors considered a number of factors in determining to approve the Amalgamation Agreement, including, among others, the terms and conditions of the Amalgamation Agreement, the implied 45% acquisition premium to Genesis shareholders based on the daily closing prices of Genesis ADSs and AerCap Common Shares during the 30-day trading period from July 31, 2009 to September 11, 2009 and the fact that Genesis shareholders will own a substantial interest in AerCap after the Amalgamation, enabling them to benefit from the potential accretion to earnings per share that would result from AerCap's contracted forward order book for new aircraft, nearly all of which has committed debt financing and lease commitments in place. See The Amalgamation—Genesis' Reasons for the Amalgamation; Recommendation of the Genesis Board of Directors beginning on page 52 for more details.

Opinion of Citigroup Global Markets Inc., Genesis' Financial Advisor (page 55)

        In connection with the Amalgamation, Genesis' board of directors received a written opinion, dated September 17, 2009, from Genesis' financial advisor, Citigroup Global Markets Inc. ("Citi"), as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Genesis Common Shares of the Exchange Ratio provided for in the Amalgamation Agreement. The full text of Citi's written opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached to this proxy statement/prospectus as Annex D. Citi's opinion was provided to Genesis' board of directors in connection with its evaluation of the Exchange Ratio from a financial point of view and does not address any other aspects or implications of the Amalgamation or the underlying business decision of Genesis to effect the Amalgamation, the relative merits of the Amalgamation as compared to any alternative business strategies explored by, or that might exist for, Genesis or the effect of any other transaction in which Genesis might engage. Citi's opinion is not intended to be and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the proposed Amalgamation.

AerCap's Reasons for the Amalgamation (page 61)

        Based on a number of factors, including those described under The Amalgamation—AerCap's Reasons for the Amalgamation beginning on page 61, among others, AerCap's board of directors believes that the Amalgamation is in the best interests of AerCap. AerCap's board of directors considered a number of factors in determining to approve the Amalgamation Agreement, including, among others, AerCap's ability to achieve several key strategic and financial objectives in a single transaction, such as access to a significant amount of unrestricted cash without the dilutive impact on earnings per share as compared to other alternatives, the combination of Genesis' expected unrestricted cash generation with AerCap's growth outlook, the improvement of quality of earnings for AerCap, the expected resulting increase in the global client base of AerCap, significant cost synergies and improved stock trading liquidity for shareholders. AerCap expects that the successful completion of the Amalgamation will lead to the creation of a company that will be a leading player in the aircraft and engine leasing businesses, with a strong balance sheet and diversified and profitable business lines.

Opinion of Morgan Stanley & Co. Incorporated, AerCap's Financial Advisor (page 64)

        In connection with the Amalgamation, the AerCap board of directors received a written opinion, dated September 15, 2009, from Morgan Stanley & Co. Incorporated ("Morgan Stanley"), as to the

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fairness, from a financial point of view and as of the date of the opinion, of the Exchange Ratio pursuant to the Amalgamation Agreement to AerCap. The full text of the written opinion of Morgan Stanley, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the opinion and the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement/prospectus as Annex C. Morgan Stanley's opinion is directed to the board of directors of AerCap, addresses only the fairness from a financial point of view of the Exchange Ratio to AerCap as of the date of the opinion, and does not address any other aspect of the Amalgamation. Morgan Stanley's opinion does not constitute a recommendation to any stockholder as to how such stockholder should vote on, or take any action with respect to, the Amalgamation or any other matter. In addition, Morgan Stanley's opinion does not in any manner address the prices at which AerCap Common Shares will trade following the consummation of the Amalgamation.

Interests of Genesis Directors and Employees in the Amalgamation (page 74)

        As discussed under The Amalgamation—Interests of Genesis Directors and Employees in the Amalgamation, certain of Genesis' directors and employees have financial interests in the Amalgamation that are different from, or in addition to, the interests of Genesis shareholders generally. Prior to the Closing Date, Genesis will offer to enter into voluntary severance arrangements with all employees of Genesis, including executive officers. The severance arrangements will provide for a severance payment and benefits in consideration of the voluntary termination of the employee's employment immediately prior to the Effective Time or at such earlier date as otherwise determined by Genesis, subject to certain conditions.

Dividends and Distributions (page 78)

        Pursuant to the Amalgamation Agreement, neither AerCap nor Genesis is permitted to declare or pay, or propose to declare or pay, prior to the Closing Date, any dividends on or make other distributions in respect of, any of their respective share capital. AerCap has a policy of not paying dividends but focusing on the growth of the company, and there is no current intention to change that policy following the Effective Time. Accordingly, Genesis shareholders will not receive dividends as they have in the past following the Amalgamation. See The Amalgamation Agreement—Amalgamation Consideration on page 83 and The Amalgamation Agreement—Conduct of Business Pending the Closing of the Amalgamation on page 86. If AerCap is a PFIC (as defined on page 39), a U.S. holder of AerCap Common Shares that has elected to treat AerCap as a "qualifying electing fund" (as defined below on page 107) with respect to those shares, may recognize taxable income for U.S. federal income tax purposes regardless of AerCap's cash distributions. See Tax Considerations—Material U.S. Federal Income Tax Considerations-Potential Application of Passive Foreign Investment Company Provisions-QEF Election on page 111.

Anticipated Accounting Treatment (page 79)

        The purchase method of accounting is based on SFAS No. 141(R), Business Combinations ("SFAS 141(R)"), which AerCap adopted on January 1, 2009 and uses the fair value concepts defined in SFAS No. 157, Fair Value Measurements ("SFAS 157"), which AerCap has adopted. Under the purchase method of accounting, the assets acquired and liabilities assumed will be recorded as of the completion of the Amalgamation, at their respective fair values and consolidated with the assets and liabilities of AerCap. Financial statements and reported results of operations of AerCap issued after completion of the Amalgamation will reflect these values.

        Under SFAS 141(R), acquisition-related transaction costs (e.g., advisory, legal, valuation and other professional fees) and certain acquisition-related restructuring charges impacting the target company

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are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred.

Dissenters' Rights of Appraisal for Genesis Shareholders (page 80)

        Any Genesis shareholder that is not satisfied that it has been offered fair value for its Genesis Common Shares and that does not vote in favor of the Amalgamation may exercise its appraisal rights under the Companies Act, to have the fair value of its Genesis Common Shares appraised by the Supreme Court of Bermuda (the "Court") within one month after the date of the giving of the notice convening the Genesis Special General Meeting. In order to exercise appraisal rights, a Genesis ADS holder must timely cancel its Genesis ADSs, withdraw the underlying Genesis Common Shares and pay a cancellation fee to the Depositary in the amount of $0.05 per Genesis ADS being cancelled. Cancellation of Genesis ADSs and the withdrawal of underlying Genesis Common Shares may take up to two weeks from submission of the required documentation and payment to the Depositary.

Regulatory Matters (page 101)

        Completion of the Amalgamation is subject to the receipt of merger control approvals of the Amalgamation by the competent competition law authorities in (i) Germany, (ii) Turkey, (iii) the United States and (iv) India (in the event that a new Indian merger control law or regulation comes into effect and requires the receipt of clearance or approval of the Amalgamation by the competent Indian competition law authorities). See The Amalgamation Agreement—Conditions to the Amalgamation on page 96 and Regulatory Matters on page 101.

Tax Considerations (page 106)

        Tax matters are very complicated. The tax consequences of the Amalgamation to you will depend on your specific situation. You should consult your tax advisor for a full understanding of the U.S. federal, state, local and foreign tax consequences of the Amalgamation to you. See Tax Considerations on page 106 for a description of the U.S. federal income tax consequences of the Amalgamation.

        It is a condition to Genesis' obligation to consummate the Amalgamation that it receive an opinion of its counsel, dated as of the Closing Date, to the effect that: (i) the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) each of Genesis and AerCap will be a party to that reorganization within the meaning of Section 368(b) of the Code; and (iii) AerCap will be treated, in respect of any shareholder who will own after the Amalgamation less than five percent of the issued AerCap Common Shares (as determined under Treasury Regulations Section 1.367(a)-3(b)(1)(i)), as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto pursuant to the Amalgamation. Accordingly, subject to the qualifications and exceptions described under the heading Tax Considerations—Material U.S. Federal Income Tax Considerations—Consequences of the Amalgamation to U.S. Holders of Genesis Common Shares below on page 107, the exchange of Genesis Common Shares solely for AerCap Common Shares should generally be nontaxable to Genesis shareholders for U.S. federal income tax purposes. Certain holders of Genesis Common Shares that are U.S. persons and have not made an election to treat Genesis as a "qualifying electing fund" for U.S. federal income tax purposes may recognize gain for U.S. federal income tax purposes as a result of the Amalgamation.

        For a description of the Dutch tax consequences of the Amalgamation, see Tax Considerations—Certain Material Dutch Tax Consequences beginning on page 113.

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The Amalgamation Agreement (page 82)

        The Amalgamation Agreement is attached to this proxy statement/prospectus as Annex A. You should read the Amalgamation Agreement in its entirety because it, and not this proxy statement/prospectus, is the legal document that governs the Amalgamation.

Amalgamation Consideration (page 83)

        The Amalgamation Agreement provides that, at the Effective Time, each Genesis Common Share issued and outstanding immediately prior to the Effective Time (including any shares held by Genesis shareholders that do not vote in favor of the Amalgamation, but excluding any dissenting shares as to which appraisal rights have been exercised pursuant to Bermuda law, and excluding any shares held by AerCap or its wholly-owned subsidiaries), will be cancelled and converted into the right to receive one AerCap Common Share.

Restrictions on Change in Recommendation by the Board of Directors of Genesis (page 91)

        Pursuant to the Amalgamation Agreement, the board of directors of Genesis may not withdraw or modify, in any manner adverse to AerCap, its recommendation in connection with the Amalgamation except if the board has concluded in good faith, after consultation with its outside counsel, that such action is reasonably likely to be required in order for it to comply with its fiduciary duties under applicable law, and Genesis has not materially breached its obligations under the Amalgamation Agreement with respect to changing its recommendation. Before Genesis' board of directors can change its recommendation with respect to the Amalgamation, it must provide a written notice of such change to AerCap and give AerCap three business days to agree to make adjustments in the terms and conditions of the Amalgamation Agreement which obviate the need for the Genesis board to change its recommendation. Additionally, Genesis must comply with certain other procedures in order for its board to change its recommendation of the Amalgamation in light of any Acquisition Proposal (as defined below on page 91) from any third party. Even if Genesis' board of directors changes its recommendation, Genesis will still be required to submit such matters to the Genesis Special General Meeting (unless the Amalgamation Agreement is terminated). See The Amalgamation Agreement—Restrictions on Change in Recommendation by the Board of Directors of Genesis on page 91 and The Amalgamation Agreement—Restrictions on Solicitation of Acquisition Proposals by Genesis on page 91.

Restrictions on Solicitation of Acquisition Proposals by Genesis (page 91)

        The Amalgamation Agreement precludes Genesis and each of its subsidiaries from, and obligates Genesis to use commercially reasonable efforts to cause its and its subsidiaries' representatives not to, directly or indirectly, initiate, solicit, knowingly encourage or knowingly facilitate (including by providing non-public information) any effort or attempt to make or implement any Acquisition Proposal. However, Genesis may, and may cause its representatives to, participate in discussions or negotiations with, or furnish information to, any person who made an unsolicited bona fide Acquisition Proposal that did not result from a material breach of Genesis' obligations under the Amalgamation Agreement and would reasonably be expected to lead to a Superior Proposal (as defined below on page 93) if, after consultation with Genesis' outside counsel, Genesis' board of directors concludes in good faith that such action is reasonably likely to be required in order for the board of directors to comply with its fiduciary duties under applicable law. Genesis may withdraw or modify its recommendation for an Acquisition Proposal that would be reasonably likely to constitute a Superior Proposal (as defined below on page 93) after providing AerCap notice thereof and allowing AerCap three business days to make an offer that results in the applicable Acquisition Proposal no longer being a Superior Proposal as described in the Amalgamation Agreement. See The Amalgamation Agreement—Restrictions on Solicitation of Acquisition Proposals by Genesis on page 91.

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Conditions to the Amalgamation (page 96)

        AerCap's and Genesis' respective obligations to effect the Amalgamation are subject to the satisfaction or waiver (by both AerCap and Genesis) of certain conditions, including, among others, that:

•

Genesis will have obtained the required affirmative vote of its shareholders to adopt the Amalgamation Agreement and approve the Amalgamation;



•

the AerCap Common Shares to be issued or reserved for issuance in connection with the Amalgamation will have been authorized for listing on the NYSE, subject to official notice of issuance;



•

certain requisite regulatory filings, clearances, approvals or exemptions will have been made or obtained (including the termination of any applicable waiting periods), except, in certain cases, as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on AerCap and its subsidiaries on a consolidated basis after the Effective Time;



•

the registration statement will have become effective under the Securities Act of 1933, as amended (the "Securities Act") (without being subject to any stop order or proceedings seeking a stop order); and



•

no temporary restraining order, injunction or other order preventing the consummation of the Amalgamation will be in effect and there will not be any action taken or law enacted by any governmental entity that makes the consummation of the Amalgamation illegal or otherwise restrains, enjoins or prohibits the Amalgamation.

        Genesis' obligation to effect the Amalgamation is also separately subject to the receipt of an opinion from Weil, Gotshal & Manges LLP, counsel to Genesis ("Weil Gotshal"), dated as of the Closing Date, with respect to certain U.S. federal income tax consequences of the Amalgamation, including, among other things, that the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code.

        AerCap's obligation to effect the Amalgamation is also separately subject to the satisfaction or waiver of the condition that the amendments to certain of Genesis' service provider agreements will be in full force and effect.

Termination of the Amalgamation Agreement (page 97)

        The Amalgamation Agreement may be terminated, at any time prior to the Effective Time, by mutual written consent of Genesis, AerCap and AerCap International and, subject to certain limitations described in the Amalgamation Agreement, by either Genesis or AerCap (upon written notice to the other party), if any of the following occurs:

•

any governmental entity denies approval of any requisite regulatory approval and such denial has become final and non-appealable, or any governmental entity issues a final, non-appealable order or decree or takes any other action enjoining or prohibiting the Amalgamation (unless the failure to complete the Amalgamation by that date is due to a breach by the party seeking to terminate the Amalgamation Agreement);



•

the Amalgamation has not been consummated by the later of (i) March 17, 2010; (ii) if, on the date in clause (i), all conditions have been satisfied other than obtaining the requisite anti-trust approvals, 90 days following such date; and (iii) if, on the date in clause (ii), all conditions have been satisfied other than anti-trust approval under Sections 5 and 6 and related provisions of the Indian Competition Act (2002) and other legal provisions that govern merger control filing and approval requirements in India (the "Indian Regulation"), the last day of the applicable waiting

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period under the Indian Regulation as determined in good faith by AerCap and Genesis after consultation with their respective legal counsel (the "Outside Date") (unless the failure to complete the Amalgamation by the Outside Date is due to a breach by the party seeking to terminate the Amalgamation Agreement);

•

the other party has breached a covenant, agreement, representation or warranty that would preclude the satisfaction of certain closing conditions and such breach is not remedied in the 30 days following written notice to the breaching party or by its nature is not capable of being so remedied, provided that the terminating party is not in material breach of the Amalgamation Agreement; or



•

the required vote of Genesis' shareholders is not obtained at the Genesis Special General Meeting or any adjournment or postponement thereof at which the applicable vote was taken (the "required Genesis vote").

        In addition to the foregoing, the Amalgamation Agreement may be terminated, at any time prior to the Effective Time, by Genesis if it has delivered notice of a Superior Proposal to AerCap pursuant to the Amalgamation Agreement and the notice period as set forth in the Amalgamation Agreement has lapsed, provided that no such termination by Genesis shall be effective until the termination fee of $9 million is paid to AerCap, if any of the following occurs:

•

Genesis' board of directors has (1) changed its recommendation in favor of the Amalgamation to its shareholders (which right to terminate expires ten business days following the date of such change in recommendation) or (2) failed to (x) call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the required Genesis vote or (y) include the Genesis recommendation in this proxy statement/prospectus, in each case in accordance with the terms of the Amalgamation Agreement;



•

the total number of dissenting shares exceeds 22.5% of the issued and outstanding Genesis Common Shares as of the business day immediately following the last day on which the holders of Genesis Common Shares can require appraisal of their Genesis Common Shares pursuant to Bermuda law (which right to terminate expires five business days after such last day); or



•

any tender offer or exchange offer is commenced by any other person with respect to the outstanding Genesis Common Shares prior to the required Genesis vote, and the Genesis board of directors fails to recommend that Genesis' shareholders reject such offer within ten business days after commencement of such offer, unless Genesis has issued a press release that expressly reaffirms the Genesis board of directors' recommendation within such ten business day period.

Effects of Termination; Remedies (page 98)

        If either AerCap or Genesis terminates the Amalgamation Agreement, the Amalgamation Agreement will become void, except for certain provisions which survive such termination, and except that no party shall be relieved or released from any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful and material breach by another party to the Amalgamation Agreement. Genesis may be required to pay AerCap a termination fee of $9 million in certain circumstances as described in The Amalgamation Agreement—Termination of the Amalgamation Agreement—Effects of Termination; Remedies beginning on page 98.

Comparison of Shareholders' Rights

        Following completion of the Amalgamation, Genesis shareholders will no longer be shareholders of Genesis, but will instead be shareholders of AerCap. There will be important differences between the current rights of a Genesis shareholder and the rights to which such shareholder will be entitled as a shareholder of AerCap. In addition, there are important differences in the corporate laws of Bermuda

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(where Genesis is incorporated) and the Netherlands (where AerCap is incorporated). See Comparison of Shareholders' Rights for a discussion of the different rights associated with AerCap Common Shares and Dutch law beginning on page 120.

Certain Fee Arrangements with Financial Advisors Related to Genesis Shareholders Exercising Appraisal Rights

        Pursuant to certain arrangements between AerCap, on the one hand, and Morgan Stanley and Citi, respectively, on the other hand, (i) Morgan Stanley agreed to accept, in satisfaction of a portion of its transaction fees payable to it by AerCap for its services rendered in connection with the Amalgamation, a number of AerCap Common Shares not to exceed the lesser of 50% of the number of Genesis dissenting shares and a number of AerCap Common Shares having a value equal to the transaction fees payable to it by AerCap for its services rendered in connection with the Amalgamation based on the closing per share sales price of AerCap Common Shares on the business day preceding the consummation of the Amalgamation and (ii) Citi agreed to purchase a number of AerCap Common Shares equal to the lesser of 50% of the dissenting shares and a number of AerCap Common Shares having a value (based on the closing share price on the business day preceding the Closing Date of the Amalgamation) equal to the transaction fee payable by Genesis to Citi for its financial advisory services rendered in connection with the Amalgamation.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AERCAP

        Set forth below is certain selected historical consolidated financial data of AerCap. The financial data has been derived from AerCap's unaudited third quarter 2009 financial results filed with the SEC on Form 6-K dated November 6, 2009, which is incorporated by reference into this proxy statement/prospectus (the "AerCap 6-K"), and AerCap's Annual Report on Form 20-F for the year ended December 31, 2008, which is incorporated by reference into this proxy statement/prospectus (the "AerCap 20-F"). You should not take historical results as necessarily indicative of the results that may be expected for any future period. This financial data should be read in conjunction with the financial statements and the related notes and other financial information contained in the AerCap 6-K and the AerCap 20-F. More comprehensive financial information, including "Management's Discussion and Analysis of Financial Condition and Results of Operations," is contained in the AerCap 6-K and the AerCap 20-F, and the following summary is qualified in its entirety by reference to the AerCap 6-K and the AerCap 20-F and all of the financial information and notes contained therein. See the section of this proxy statement/prospectus entitled Where You Can Find More Information.

        The following table presents AerCap Holdings N.V.'s (the successor company) and AerCap B.V.'s (the predecessor company) selected consolidated financial data for each of the periods indicated, prepared in accordance with United States generally accepted accounting principles ("GAAP"). AerCap Holdings N.V. was formed as a Netherlands public limited liability company (naamloze vennootschap) on July 10, 2006 and acquired all of the assets and liabilities of AerCap Holdings C.V., a Netherlands limited partnership on October 27, 2006. This acquisition was a transaction under common control and accordingly, AerCap Holdings N.V. recognized the acquisition of the assets and liabilities of AerCap Holdings C.V. at their carrying values. AerCap Holdings C.V. was formed on June 27, 2005 for the purpose of acquiring all of the shares and certain liabilities of AerCap B.V. (formerly known as debis AirFinance B.V.), in connection with the acquisition of AerCap by funds and accounts affiliated with Cerberus Capital Management, L.P. ("Cerberus"), or the Cerberus Funds (referred to herein as the "2005 Acquisition"). The historical consolidated financial data of AerCap Holdings C.V. are presented as if AerCap Holdings N.V. had been the acquiring entity of AerCap B.V. on June 30, 2005.

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Consolidated Income Statement Data:

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Consolidated Income Statement Data (cont'd):

(1)

AerCap was formed on June 27, 2005; however, AerCap did not commence operations until June 30, 2005, when AerCap acquired all of the shares and certain of the liabilities of AerCap B.V. AerCap's initial accounting period was from June 27, 2005 to December 31, 2005, but AerCap generated no material revenue or expense between June 27, 2005 and June 30, 2005 and did not have any material assets before the 2005 Acquisition. For convenience of presentation only, AerCap has labeled its initial accounting period in the table headings in this annual report as the six months ended December 31, 2005.

(2)

Includes the results of AeroTurbine for the period from April 26, 2006 (date of acquisition) to December 31, 2006.

(3)

Includes aircraft impairment, investment impairment and goodwill impairment.

(4)

Includes share based compensation of $78.6 million ($69.1 million, net of tax), $10.9 million ($9.5 million, net of tax), $7.5 million ($6.4 million, net of tax), $5.4 million ($4.5 million net of tax) and $2.9 million ($2.4 million net of tax) in the years ended December 31, 2006, 2007, 2008, and the nine months ended September 30, 2008 and 2009, respectively.

(5)

In December 2007, the FASB issued SFAS 160, requiring that the amount of net earnings and losses attributable to the parent and to the non-controlling interests be clearly identified and presented on the face of the Consolidated Statement of Earnings. Pursuant to the transition provisions of the statement, AerCap adopted SFAS 160 as of January 1, 2009. The presentation and disclosure requirements have been applied retrospectively for AerCap for all periods presented.

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Consolidated Balance Sheet Data:

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Consolidated Balance Sheet Data (cont'd):

(1)

Includes the results of AeroTurbine for the period from April 26, 2006 (date of its acquisition) to December 31, 2006.

(2)

In December 2007, the FASB issued SFAS 160, requiring non-controlling interests (sometimes called minority interests) to be presented as a component of equity on the balance sheet. Pursuant to the transition provisions of the statement, AerCap adopted SFAS 160 as of January 1, 2009. The presentation and disclosure requirements have been applied retrospectively for AerCap for all periods presented.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF GENESIS

        The following table presents selected historical financial data of Genesis as of and for the years ended December 31, 2004, 2005, 2006, 2007 and 2008, and the nine months ended September 30, 2008 and 2009. The selected statement of income data of Genesis and its predecessor for each of the years in the three years ended December 31, 2008 and the selected balance sheet data of Genesis as of December 31, 2008 and 2007 has been derived from the audited combined and consolidated financial statements of Genesis included in its annual report on Form 20-F filed with the SEC on March 6, 2009. The selected historical financial data of Genesis and its predecessor for prior periods have been derived from financial statements not included in such annual report. Such financial statements have been prepared on a basis consistent with Genesis' and its predecessor's audited combined and consolidated financial statements. The selected historical financial data as of and for the nine month periods ended September 30, 2009 and 2008 have been derived from the unaudited third quarter 2009 financial results of Genesis filed with the SEC on Form 6-K on November 6, 2009.

        Results for periods prior to December 19, 2006, the date that Genesis completed its initial public offering, represent the results of its predecessor (i.e., the aircraft included in Genesis' initial portfolio and related leases as owned and operated by affiliates of General Electric Company) during such periods. The results of Genesis' predecessor do not purport to reflect the results that Genesis would have achieved for such periods. Results for periods from December 19, 2006 represent Genesis' consolidated results.

        This selected historical financial data information is only a summary and you should read it in conjunction with the historical combined and consolidated financial statements of Genesis and the related notes contained in the annual report and other information that Genesis has previously filed with the SEC and which is incorporated herein by reference. See Where You Can Find More Information beginning on page 147.

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