Creating a Leader Across Aviation Leasing

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Aercap logo
Aercap

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Transportation

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4Q 2021

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#1AERCAP Global Leader in Aviation AerCap Investor Presentation AerCap Holdings N.V. March 10, 2021 " Dublin Shannon | Los Angeles Singapore Amsterdam Shanghai Abu Dhabi | Seattle T Toulouse#2Disclaimer Including Forward Looking Statements & Safe Harbor This presentation contains certain statements, estimates and forecasts with respect to future performance and events. These statements, estimates and forecasts are "forward-looking statements" that involve risks and uncertainties. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as "may," "might," "should," "expect," "plan," "intend," "estimate," "anticipate,” “believe,” “predict," "potential" or "continue" or the negatives thereof or variations thereon or similar terminology. Any statements other than statements of historical fact included in this presentation are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties and assumptions and may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events, including the impacts of, and associated responses to: the Covid-19 pandemic; our ability to consummate the proposed transaction; our ability to obtain requisite regulatory and shareholder approval and the satisfaction of other conditions to the consummation of the proposed transaction; our ability to successfully integrate GECAS' operations and employees and realize anticipated synergies and cost savings; and the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers and competitors.. There are important factors, that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied in the forward-looking statements. As a result, we cannot assure you that the forward-looking statements included in this presentation will prove to be accurate or correct. Further information regarding these and other risks is included in AerCap's annual report on Form 20-F and other filings with the United States Securities and Exchange Commission. In light of these risks, uncertainties and assumptions, the future performance or events described in the forward-looking statements in this presentation might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Except as required by applicable law, we do not undertake any obligation to, and will not, update any forward-looking statements, whether as a result of new information, future events or otherwise. No warranty or representation is given concerning such information, which must not be taken as establishing any contractual or other commitment binding upon AerCap Holdings N.V. or any of its subsidiaries or associated companies. In addition to presenting financial results in conformity with U.S. generally accepted accounting principles ("GAAP"), this presentation includes certain non-GAAP financial measures. Reconciliations of such non-GAAP financial measures are set forth or referred to in the presentation where relevant. Non- GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. AerCap Confidential property of the company, not for disclosure or use without permission AERCAP 2#3Transaction Summary AERCAP gε AerCap will acquire GE Capital Aviation Services ("GECAS") from General Electric ("GE") for total consideration of (a) 111.5 million AerCap ordinary shares, (b) $24 billion of cash and (c) $1 billion of AerCap notes and/or cash Post-transaction, GE will own ~46% of AerCap and hold two positions on the AerCap Board of Directors Citi and Goldman Sachs have provided a $24 billion committed financing facility AerCap expects to maintain Investment Grade credit ratings with all three rating agencies. AerCap Confidential property of the company, not for disclosure or use without permission AERCAP 3#4Transaction Highlights AERCAP GE Creates an industry leader across all areas of aviation leasing: aircraft, engines and helicopters Combines two complementary aircraft fleets focused on narrowbody and new technology aircraft Combined company will have stronger revenues, cash flows and earnings and greater customer diversification Enhances many of AerCap's key credit metrics and maintains its current investment grade ratings AerCap Confidential property of the company, not for disclosure or use without permission Fourth platform acquisition at a discount to book value, continuing AerCap's strong track record of capital allocation AERCAP 4#5Creating a Leader Across Aviation Leasing Attractive portfolio focused on new technology and narrowbody aircraft assets Highlights Combined company will be a leader in aviation leasing > >2,000 owned and managed aircraft across ~200 customers ▸ >900 owned and managed engines across ~45 customers >300 owned helicopters across ~40 customers High-quality combined aircraft fleet, with average fleet age of 6.9 years and average remaining lease term of 7.1 years World's premier engine leasing business will add further revenue diversification benefits and a wider product offering Engine leasing fleet concentrated in CFM56 and LEAP engines that power the world's most popular aircraft (~5% of assets) Combined Company Aircraft by NBV1 Dec 2020 Dec 2024 New Technology Aircraft 56% Current Technology Aircraft 44% RJ, 1% New Technology Aircraft ~75% Current Technology Aircraft ~25% RJ, <1% Helicopter business is the youngest and largest fleet in the industry, and will be marked down significantly (~5% of assets) Widebody 40% Widebody -33% Narrowbody 59% 1. As of December 31, 2020 and 2024 respectively. NBV % based on pro forma estimates AerCap Confidential property of the company, not for disclosure or use without permission Narrowbody -66% AERCAP 5#6Continuation of Successful M&A Strategy This will be AerCap's fourth acquisition at a discount to book value Date Announced Acquiror Target Deal Value ($ bn) debis Jun. 2005 AERCAP 2.8 AirFinance B.V. Services by DaimlerChrysler Sept. 2009 AERCAP GENESIS LEASE limited 1.3 AerCap has grown through three significant acquisitions: debis AirFinance in 2005, Genesis Lease in 2009 and ILFC in 2013 AerCap can draw on this successful track record of completing large scale integration ▸ Importantly, GECAS has built its fleet through disciplined organic growth, not overpriced M&A Dec. 2013 AERCAP ILFC INTERNATIONAL LEASE FINANCE CORPORATION 28.1 Mar. 2021 AERCAP GE GECAS -30 AerCap Confidential property of the company, not for disclosure or use without permission AERCAP 6#7Transaction Enhances Key Credit Metrics Combined company will have a broader revenue base, greater customer diversification and more unencumbered assets 關 HIGHER FFO / DEBT AND INTEREST COVERAGE TOP 10 CUSTOMERS REDUCE TO ONLY -30% OF NBV % SECURED DEBT EXPECTED TO BE <20% OF TOTAL ASSETS AerCap Confidential property of the company, not for disclosure or use without permission ~$7BN OF REVENUES ~$5BN OF OP. CASH FLOW LIQUIDITY AND LEVERAGE TARGETS UNCHANGED AERCAP 7#8Expected Transaction Timetable We are targeting closing during 4Q 2021 Public Announcement AerCap Shareholder Meeting Regulatory Approvals Closing MARCH MAY 4Q 2021 4Q 2021 Investor update call A meeting will be convened for the purpose of obtaining necessary shareholder approvals The transaction is subject to regulatory approvals All closing conditions are expected to be satisfied by 4Q 2021 AerCap Confidential property of the company, not for disclosure or use without permission AERCAP 8#9AERCAP AerCap House 65 St Stephens Green Dublin D02 YX20 Ireland Global Leader in Aviation T: +353 1 819 2010 E: [email protected] W: aercap.com in Dublin Shannon | Los Angeles Singapore Amsterdam Shanghai Abu Dhabi | Seattle T Toulouse

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