As filed with the Securities and Exchange Commission on November 16, 2006.

Registration No. 333-138381

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to

FORM F-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

AERCAP HOLDINGS N.V.
(Exact name of Registrant as specified in its charter)

Evert van de Beekstraat 312
1118 CX Schiphol Airport
The Netherlands
+31 20 655 9655
(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 of process)

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

        If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please 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(c) under the Securities Act of 1933, 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 of 1933, 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 Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)
Issued November     , 2006

26,100,000 Shares

AerCap Holdings N.V.

ORDINARY SHARES

        AerCap Holdings N.V. and the selling shareholders are offering 26,100,000 ordinary shares, consisting of 6,800,000 ordinary shares offered by us and 19,300,000 ordinary shares being offered by the selling shareholders. This is an initial public offering of our ordinary shares. No public market currently exists for our ordinary shares. We will not receive any proceeds from the sale of ordinary shares by the selling shareholders. We expect the initial public offering price of our ordinary shares to be between $22.00 and $24.00 per share.

        Our ordinary shares have been authorized for listing on the New York Stock Exchange under the symbol "AER".

        Investing in our ordinary shares involves risks. See "Risk Factors" beginning on page 15 of this prospectus.

Price $          Per Share

        The selling shareholders have granted the underwriters the right for a period of 30 days to purchase up to an additional 3,915,000 ordinary shares to cover over-allotments, if any.

        The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        The underwriters expect to deliver the ordinary shares to purchasers on                        , 2006.

UBS Investment Bank

Wachovia Securities

JPMorgan

Citigroup

Calyon Securities (USA) Inc.

                        , 2006

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

        This document may only be used where it is legal to offer or sell these securities. The information in this prospectus is accurate only as of the date of this prospectus, regardless of when this prospectus is delivered or when any offer or sale of our ordinary shares occurs.

        Neither we nor the selling shareholders have taken any action to permit a public offering of the ordinary shares outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ordinary shares and the distribution of this prospectus outside of the United States.

        Until                        , all dealers that buy, sell or trade ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

        The following summary is qualified in its entirety by the more detailed information and consolidated financial statements and related notes appearing in this prospectus. This summary may not contain all of the information that may be important to you. Before investing in our ordinary shares, you should read this entire prospectus carefully for a more complete understanding of our business and this offering, including our consolidated financial statements and related notes and the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations". In this prospectus, the "Company," "we," "us" and "our" refer to AerCap Holdings N.V., its consolidated subsidiaries, its predecessors, AerCap Holdings C.V. and AerCap B.V. (formerly known as debis AirFinance B.V.) and their consolidated subsidiaries and, unless the context otherwise requires, AeroTurbine, Inc.

Our Company

        We are an integrated global aviation company with a leading market position in aircraft and engine leasing, trading and parts sales. We possess extensive aviation expertise that permits us to extract value from every stage of an aircraft's lifecycle across a broad range of aircraft and engine types. We also provide aircraft management services and perform aircraft and engine maintenance, repair and overhaul, or MRO, services and aircraft disassemblies through our certified repair stations. We believe that by applying our expertise through an integrated business model, we will be able to identify and execute on a broad range of market opportunities that we expect will generate attractive returns for our shareholders.

        We operate our business on a global basis, providing aircraft, engines and parts to customers in every major geographical region. As of September 30, 2006, we owned 109 aircraft and 61 engines, managed 110 aircraft, had 79 new aircraft and six new engines on order, had entered into purchase contracts for 17 aircraft with GATX Financial Corporation and had executed letters of intent to purchase an additional nine aircraft. In addition, on October 17, 2006, we signed a letter of intent with Airbus S.A.S. to purchase 20 new A330-200 widebody aircraft. As of April 2006, we had the fifth largest aircraft leasing portfolio in the world and the third largest new aircraft order book among operating lessors, according to Simat Helliesen & Eichner, Inc., or SH&E, in each case by number of aircraft.

        We lease most of our aircraft to airlines under operating leases. Under an operating lease, the lessee is responsible for the maintenance and servicing of the equipment during the lease term and the lessor receives the benefit, and assumes the risk, of the residual value of the equipment at the end of the lease. As of September 30, 2006, our owned and managed aircraft and engines were leased to 97 commercial airline and cargo operator customers in 47 countries and are managed from our offices in The Netherlands, Ireland and the United States. We expect to expand our leasing activity in Asia and in China in particular through our AerDragon joint venture with China Aviation Supplies Import & Export Group Corporation, which commenced operations in October 2006.

        We have the infrastructure, expertise and resources to execute a large number of diverse aircraft and engine transactions in a variety of market conditions. From January 1, 2003 to September 30, 2006, we executed over 950 aircraft and engine transactions, including 245 aircraft leases, 232 engine leases, 101 aircraft purchase or sale transactions, 167 engine purchase or sale transactions and the disassembly of 40 aircraft and 133 engines. Our teams of dedicated marketing and asset trading professionals have been successful in leasing and trading our aircraft and engine portfolios. Between January 1, 2003 and September 30, 2006, our weighted average owned aircraft utilization rate was 98.8%.

        In 2005, we generated total revenues of $628.2 million and net income of $108.4 million, and in the nine months ended September 30, 2006, we generated total revenues of $661.6 million and net

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income of $104.9 million, each on a pro forma basis after giving effect to our acquisition by funds and accounts affiliated with Cerberus Capital Management, L.P., or the 2005 Acquisition, our acquisition of AeroTurbine, Inc., or the AeroTurbine Acquisition, and this offering, each as if it had occurred on January 1, 2005. Primarily as a result of an impairment charge to write off goodwill of our predecessor prior to the 2005 Acquisition we recorded a loss of $105.4 million and revenues of $390.9 million in 2004, the results of which did not include AeroTurbine.

Our Business Strategy

        We intend to pursue the following business strategies. See "Business—Our Business Strategy" beginning on page 135 of this prospectus for a more detailed discussion of our business strategy.

        Leverage Our Ability to Manage Aircraft and Engines Profitably throughout their Lifecycle.    We intend to continue to leverage our integrated business model by selectively:

•

purchasing aircraft and engines directly from manufacturers;



•

taking advantage of price incentives offered by sellers for the purchase of entire portfolios of aircraft and engines of varying ages and types;



•

using our global customer relationships to obtain favorable lease terms and reduce time off-lease;



•

selling select aircraft and engines;



•

disassembling older airframes and engines for sale of their component parts; and



•

providing management services to securitization vehicles, our joint ventures and other aircraft owners at limited incremental cost to us.

        Our ability to profitably manage aircraft throughout their lifecycle depends in part on our successful integration of AeroTurbine, which we acquired in April 2006, our ability to successfully lease aircraft and engines at profitable rates and our ability to source acquisition opportunities of new and used aircraft at favorable prices.

        Expand Our Aircraft and Engine Portfolio.    We intend to grow our portfolio of aircraft and engines through portfolio purchases, new aircraft purchases, airline refleetings, and other opportunistic aircraft and engine purchases.

        Focus on High Growth Markets.    Although we maintain a geographically diverse portfolio, we focus on high growth airline markets such as the Asia/Pacific market.

        Enter into Joint Ventures to Obtain Economies of Scale.    We intend to continue to enter into joint ventures that increase our purchasing power and our ability to obtain price discounts on large aircraft orders.

        Obtain Maintenance Cost Savings.    We intend to lower our aircraft and engine maintenance costs by using aircraft and engine parts we obtain from the selective disassembly of acquired airframes and engines.

        Acquire Complementary Businesses.    We intend to selectively pursue acquisitions that we believe will enhance our ability to manage aircraft and engines profitably throughout their lifecycle.

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Our Competitive Strengths

        We believe the following competitive strengths will allow us to capitalize on growth opportunities in the global commercial aviation market. See "Business—Our Competitive Strengths" beginning on page 134 of this prospectus for a more detailed discussion of our competitive strengths.

•

Our integrated business model allows us to manage aircraft and engines profitably throughout their lifecycle, from initial purchase through leasing, sale or eventual disassembly for the sale of parts.



•

We have a modern and fuel-efficient aircraft and engine portfolio, focused on the widely-used Airbus A320 family aircraft and CFM56 family engines.



•

Our global remarketing capability and diversified customer base enables us to maintain a high utilization rate for our assets and reduce our exposure to customer concentration and fluctuations in regional economic conditions.



•

We have an active aircraft and engine trading business, led by our asset trading team of 19 dedicated professionals.



•

Our substantial size and breadth of operations allow us to diversify our customer base and offer our customers a broad range of flexible aircraft and engine leasing options.



•

We have $1.2 billion of revolving credit facilities that provide us with efficient access to capital, and we have raised over $18 billion globally since 1996.



•

We have an attractive aircraft management business and managed 110 aircraft as of September 30, 2006.



•

Our management team has an average of 17 years' experience in the aviation industry and extensive expertise in aircraft and engine leasing, trading, financing and risk management.

Risks

        An investment in our ordinary shares involves a high degree of risk. You should carefully consider the risks described in "Risk Factors" before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of those risks. The trading price of our ordinary shares could decline due to any of those risks or other factors, and you may lose all or part of your investment. Below is a summary of the principal risks we face.

•

Our business model depends on the continual re-leasing of our aircraft and engines when current leases expire, and we may not be able to do so on favorable terms, if at all.



•

If we are unable to successfully integrate AeroTurbine, we may not be able to implement our business strategy.



•

Interest rates have a significant impact on our financial results, and changes in interest rates may adversely affect our financial results and growth prospects.



•

The aircraft and engine leasing, trading and parts sales businesses have historically experienced prolonged periods of oversupply during which lease rates and aircraft values have declined, and any future oversupply could materially and adversely affect our financial results and growth prospects.



•

Our financial condition is dependent, in part, on the financial strength of our lessees; lessee defaults and other credit problems could adversely affect our financial results and growth prospects.



•

The concentration of some aircraft and engine models in our aircraft and engine portfolios could adversely affect our business and financial results should any problems specific to these particular models occur.

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•

We are indirectly subject to many of the economic and political risks associated with emerging markets, which could adversely affect our financial results and growth prospects.



•

Our substantial indebtedness incurred to acquire our aircraft and engines requires significant debt service payments. As of September 30, 2006, our consolidated indebtedness was $2.5 billion and our interest on term debt expense (including the impact of hedging activities) was $69.9 million in the six months ended June 30, 2005, $44.7 million in the six months ended December 31, 2005 and $111.4 million in the nine months ended September 30, 2006. In addition, in October 2006 we entered into a $248.0 million loan agreement in connection with the purchase of 25 used aircraft. We currently have 79 new Airbus A320 family aircraft on order and have signed a letter of intent to acquire 20 new A330-200 widebody aircraft from Airbus. If we acquire all 99 of the Airbus aircraft, over the next four years, we would expect to incur in excess of $4.0 billion of indebtedness to finance the purchase price of the aircraft.



•

If the effects of terrorist attacks and geopolitical conditions continue to adversely affect the financial condition of airlines, our lessees might not be able to meet their lease payment obligations, which would adversely affect our financial results and growth prospects.



•

If the ownership of our ordinary shares continues to be highly concentrated, it may prevent you and other minority shareholders from influencing significant corporate decisions and may result in conflicts of interest. After giving effect to this offering, assuming that the underwriter's over-allotment option is not exercised, Cerberus will beneficially own 57.5% of our ordinary shares.

Industry Trends

        We believe that trends in the aviation industry identified by SH&E, a recognized expert in the aviation industry, and described in "Aircraft, Engine and Aviation Parts Industry" create a favorable environment for us to leverage our competitive strengths and grow our business. We believe that our operating capabilities and aircraft and engine portfolios will provide us with a competitive advantage in the expanding aviation market. The trends identified by SH&E include:

        Growing Demand for Air Travel.    Globalization and the rapid economic growth in major emerging markets such as India and China have fueled significant growth in global demand for air travel. The Airline Monitor, a commercial aviation data analysis publication, forecasts that air traffic will grow at an average rate of 5.2% per year through 2025.

        Fundamental Imbalance between Supply and Demand for Aircraft, Engines and Aircraft Equipment.    In recent years, the increased demand for aircraft, engines and parts, combined with a decreased supply, has resulted in a supply-demand imbalance for certain aircraft, engines and parts. The primary factors affecting aircraft demand include rapid airline passenger growth in emerging markets, higher fuel prices, which has increased demand for fuel-efficient aircraft, the emergence of low cost carriers and industry restructuring in developed markets. The primary factors affecting aircraft supply include the aging world aircraft fleet, the significant backlog of aircraft production, the limited ability of airframe manufacturers to increase production and continued technological innovation in aviation equipment.

        Greater Reliance on Operating Leases.    In recent years, airlines have increasingly turned to operating leases to meet their aircraft financing needs. Operating leases permit airlines to reduce their capital commitments, improve their balance sheets, increase fleet planning flexibility and reduce residual value risk. According to SH&E, approximately 30% of the global aircraft fleet is currently operated under operating leases and SH&E forecasts that 40% of the global aircraft fleet will be operated under operating leases by 2020.

        Despite these positive recent trends, the aircraft and engine leasing and trading industries have, in the past, experienced periods of aircraft and engine oversupply. The oversupply of a specific type of aircraft or engine is likely to depress the lease rates for, and the value of, that type of aircraft or engine. The supply and demand for aircraft and engines is affected by various cyclical and non-cyclical factors that are outside of our control.

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Our Corporate History and Shareholding Structure

        We were formed as a Netherlands public limited liability company ("naamloze vennootschap") on July 10, 2006 to acquire all of the assets and liabilities of AerCap Holdings C.V. a Netherlands limited partnership. 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.). On June 30, 2005, AerCap Holdings C.V. acquired all of AerCap B.V.'s shares and liabilities owed by AerCap B.V. to its prior shareholders for total consideration of $1.4 billion, $370.0 million of which was funded with equity contributions by the selling shareholders. Substantially all of the equity funding for the 2005 Acquisition was provided by funds and accounts affiliated with Cerberus Capital Management, L.P., or Cerberus, who will retain control of us after this offering. Members of our senior management are also indirect shareholders of the selling shareholders. Assuming a public offering price of $23.00 per ordinary share, the mid-point of the price range set forth on the front cover of this prospectus and that all vested options exercisable on the closing date of this offering which have no exercise price are exercised on the closing date, Cerberus will receive $405.2 million from the proceeds of this offering if the underwriters do not exercise their over-allotment option and $475.4 million from the proceeds of this offering if the underwriters exercise their over-allotment option. See "Use of Proceeds" and "Principal and Selling Shareholders" for more information regarding our ownership structure and the proceeds that Cerberus as well as members of our senior management will receive from this offering.

        On April 26, 2006, we acquired all of the existing share capital of AeroTurbine, Inc. an engine trading and leasing and parts sales company.

        On October 27, 2006, AerCap Holdings N.V. acquired all of the assets and liabilities of AerCap Holdings C.V.

        In connection with the hiring of Keith Helming, our new Chief Financial Officer, on August 21, 2006, Cerberus agreed to provide him equity incentives under an equity incentive plan offered by our indirect shareholders. Our indirect shareholders granted Mr. Helming options to purchase their common shares representing, in the aggregate, indirectly 977,962 of our ordinary shares. In addition, on September 5, 2006, our indirect shareholders granted options to acquire their shares to four non-executive directors that are not employees of Cerberus as follows: Pieter Korteweg (111,767 AerCap Holdings N.V. equivalent shares prior to the offering); James N. Chapman (111,767 equivalent shares); Marius J.L. Jonkhart (55,884 equivalent shares) and Ronald J. Bolger (55,884 equivalent shares). Also on September 5, 2006, our indirect shareholders granted options to acquire their shares to two members of senior management as follows: Aengus Kelly (215,268 equivalent shares) and Wouter M. (Erwin) den Dikken (107,634 equivalent shares). The AerCap Holdings N.V. equivalent exercise price for each option granted on August 21, 2006 or September 5, 2006 is $5.28 and was determined through extensive discussions with the option recipients and based on indications of private company valuations during the early stages of such discussions. See "Management—Equity Incentive Plan—Issuance under Bermuda Parents Incentive Plans".

Financial Results for the Three Months Ended December 31, 2006

        Our financial results for the three months ended December 31, 2006 will be affected by non-cash compensation expense we will recognize from the vesting of options and restricted stock previously granted or sold to the owners of AeroTurbine at the time of its acquisition by us and to members of our senior management and one consultant primarily in connection with the 2005 Acquisition. As a result, assuming an initial public offering price of $23.00 per ordinary share, the mid-point of the price range set forth on the cover of this prospectus, we expect to recognize approximately $73 million of non-cash compensation expense before tax in the fourth quarter of 2006 and expect to report a net loss for the period. See "Management's Discussion of Results of Operations and Financial Position—Operating Expenses—Selling, General and Administrative Expenses".

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        The following chart sets forth our shareholders' ownership structure prior to this offering.

(1)

Cerberus beneficially owns 99.6% of the Bermuda Parents' preferred shares and 86.0% of their common shares. The Bermuda Parents intend to redeem their preferred shares with a portion of the proceeds received by the selling shareholders in this offering. See "Use of Proceeds". The Bermuda Parents and the Selling Shareholders are holding companies that were formed by Cerberus for the purpose of acquiring us and do not own any other assets or conduct activities outside of their indirect investment in us.

(2)

As of the date of this prospectus, members of our senior management owned 0.4% of the Bermuda Parents preferred shares and 14.0% of their common shares. In addition members of our senior management and Board of Directors also own options to purchase common shares of the Bermuda Parents exercisable upon or within 60 days of the closing of this offering. If all such options were exercised, Cerberus would own 83.0% of the common shares of the Bermuda Parents and members of our senior management and Board of Directors and a consultant would own the remaining 17.0%.

        Our principal executive offices are located at Evert van de Beekstraat 312, 1118 CX Schiphol Airport, The Netherlands, and our general telephone number is +31 20 655-9655. Our website address is www.aercap.com. Information contained on our website does not constitute a part of this prospectus.

*                        *                         *

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Explanatory Note Regarding Our Aircraft Portfolio

        Unless otherwise noted or the context requires, all references in this prospectus to:

•

"owned aircraft" refers to aircraft to which we hold legal title, aircraft to which we are the primary economic beneficiary, such as the aircraft legally owned by Aircraft Lease Securitisation Limited and other financing structures established by us, and aircraft owned by our consolidated joint ventures, all of which are reflected on our balance sheets; and



•

"managed aircraft" refers to the aircraft owned by third parties and our non-consolidated financing structures and joint ventures. Managed aircraft also include the aircraft which we leased-in pursuant to operating leases from the owners of the aircraft and in turn subleased to commercial airlines. These aircraft are not reflected on our balance sheets.

        In this prospectus, unless otherwise specified, when we discuss our aircraft portfolio, we describe our owned and managed portfolio as of September 30, 2006. References to lease revenues from our aircraft portfolio are to our owned portfolio for the year ended December 31, 2005 or prior periods where indicated.

        The definitions above are intended to include, where the context requires, all relevant aircraft in the same categories in the future. References to the number of aircraft and engines we lease, buy, sell and have on order in this prospectus include our owned and managed aircraft and engines. Also, unless the context otherwise requires, all weighted average age percentages and weighted average lease terms of owned aircraft in this prospectus have been calculated using net book value.

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THE OFFERING

        Unless the context otherwise requires, all information in this prospectus:

•

assumes a public offering price of $23.00 per ordinary share, the mid-point of the price range set forth on the cover of this prospectus;



•

reflects a 1,738.6 to 1 stock split of our ordinary shares;



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assumes the underwriters' over-allotment option has not been exercised; and



•

reflects AerCap Holdings N.V.'s acquisition of all of the assets and liabilities of AerCap Holdings C.V., which occurred on October 27, 2006.

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following table presents AerCap Holdings C.V.'s (the successor company) and AerCap B.V.'s (the predecessor company) summary historical consolidated financial and operating data for each of the periods indicated, prepared in accordance with generally accepted accounting principles in the United States, or US GAAP. You should read this information in conjunction with AerCap Holdings C.V.'s audited consolidated financial statements and related notes, unaudited condensed consolidated interim financial statements and related notes and the information under "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this prospectus.

        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. 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 2005 Acquisition. The financial information presented as of and for the fiscal years ended December 31, 2003 and 2004 and the six months ended June 30, 2005 and December 31, 2005 was derived from AerCap Holdings C.V.'s audited consolidated financial statements included in this prospectus. The financial information presented for the three months ended September 30, 2005 and as of and for the nine months ended September 30, 2006 was derived from AerCap Holding C.V.'s unaudited condensed consolidated interim financial statements included in this prospectus.

*

Includes the results of AeroTurbine for the period from April 26, 2006 (date of acquisition) to September 30, 2006.

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*

Includes the results of AeroTurbine for the period from April 26, 2006 (date of acquisition) to September 30, 2006.

(1)

Includes the results of operations and cash flows for AerCo Limited, or AerCo. On March 31, 2003, we sold a portion of our interest in AerCo and then deconsolidated it from our accounts because it was determined that we were no longer the primary beneficiary as of March 31, 2003. The amount of total revenue attributable to AerCo in the three months ended March 31, 2003 was $106.4 million (including $72.2 million of other income). See Note 1 to our audited consolidated financial statements contained in this prospectus.

(2)

AerCap B.V. restated its consolidated financial statements as of December 31, 2003 and 2004 and for each of the two years in the period ended December 31, 2004. The effect of the restatement on retained earnings was ($133,036) as of January 1, 2003. The effect of the restatements on net income and retained earnings was $90,974 and ($42,062), respectively, for the year ending December 31, 2003 and $19,913 and ($22,149), respectively, for the year ending December 31, 2004. In addition, AerCap Holdings C.V. restated its consolidated cash flow statement for the six months ended June 30, 2005 and December 31, 2005. See Note 1 to our audited consolidated financial statements contained in this prospectus.

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(3)

Certain reclassifications to the prior presentation have been made in these periods to conform the presentation in these historical periods to the presentation for the nine months ended September 30, 2006. The changes (i) reclassify the presentation in net gain on sale of assets to a gross presentation to show sales revenue and cost of goods sold and reclassify the net gain on sale of financial assets to other revenue and (ii) reclassify our depreciation and amortization expenses from aircraft depreciation and selling, general and administrative expenses and present these expenses in a new line item entitled depreciation and amortization. These reclassifications have had no impact on our income from continuing operations before income taxes and minority interests, net income or earnings per share. See Note 1 to our audited consolidated financial statements contained in this prospectus.

(4)

We were formed on June 27, 2005; however, we did not commence operations until June 30, 2005, when we acquired all of the shares and certain of the liabilities of AerCap B.V. Our initial accounting period was from June 27, 2005 to December 31, 2005, but we 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, we have labeled our initial accounting period in table headings in this prospectus as the six months ended December 31, 2005.

(5)

Includes goodwill impairment, aircraft impairment and investment impairment.

(6)

The pro forma earnings per share has been calculated to show the net income and earnings per share as if AerCap Holdings C.V. were a taxable corporation from June 30, 2005, as if it had 78,236,957 shares outstanding, which is the number of shares issued by AerCap Holdings N.V. upon its incorporation after giving effect to a 1,738.6 to 1 stock split and to reflect the tax impact of changing from a non-taxable partnership to a taxable corporation. See Note 2 "Pro Forma Information Due to Change in Organizational Structure (unaudited)" to our audited consolidated financial statements and Note 8 to our unaudited condensed consolidated interim financial statements in this prospectus.

(7)

We define EBITDA as income (loss) from continuing operations before provision for income taxes, interest on term debt and depreciation and amortization. We use EBITDA to assess our consolidated financial and operating performance, and we believe this non-US GAAP measure is helpful in identifying trends in our performance. This measure provides an assessment of controllable revenue and expenses and enhances management's ability to make decisions with respect to resource allocation and whether we are meeting established financial goals.

EBITDA provides us with a useful measure of our operating performance because it assists us in comparing our operating performance in different periods without the impact of our capital structure (primarily interest charges on our outstanding debt) and non-cash expenses related to our long-lived asset base (primarily depreciation and amortization) on our operating results. Accordingly, EBITDA measures our financial performance based on operational factors that management can impact in the short-term, such as our cost structure or expenses, and on a more medium-term basis, our revenues. EBITDA has limitations as an analytical tool and should not be viewed in isolation. EBITDA is a measure of operating performance that is not calculated in accordance with US GAAP. EBITDA should not be considered a substitute for net income, income from operations or cash flows provided by or used in operations, as determined in accordance with US GAAP. For more detailed discussion, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Management's Use of EBITDA".

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