Peter Wortel – Head, Investor Relations Aengus Kelly – Chief Executive Officer Keith Helming – Chief Financial Officer.

Gary Leibowitz – Wells Fargo Arren Cyganovich – Evercore Richa Talwar – Deutsche Bank Scott Valentin – FBR Capital Ryan Zacharia – JAM Equity Partners.

Welcome to the AerCap Holdings First Quarter Results Conference Call. At this time, all participants are in a listen-only mode. This call is being webcast and an audio version of the call will be available on the company’s website. This call is also being recorded for replay purposes.

I will now hand the call over to Peter Wortel, Head of Investor Relations..

Thank you very much and good day everyone. Welcome to our 2014 First Quarter Result conference call. With me today in New York are Aengus Kelly, AerCap’s CEO and Keith Helming, AerCap’s CFO.

Before we begin today’s call, I would like to mention that in addition to this earnings call AerCap will also host a group presentation for Analyst and Investors today at the New York Palace Hotel in The Spellman Room, starting at the 11:30a.m., doors will open at 11:00a.m. The presentation will not be webcasted.

I also want to remind you that some statements made during this conference call that are not historical facts may be forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual results or events to differ materially from those expressed or implied in such statements.

In addition, this conference call contains time-sensitive information that reflects management’s best judgment only as of the date of the last call.

AerCap does not undertake any ongoing obligation other than that imposed by law to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after this call.

Further information concerning issues that could materially affect performance related to forward-looking statements can be found in AerCap’s earnings release dated May 6, 2014. A copy of the earnings release and conference call presentation are available on our website at aercap.com.

This call is open to the public and is being webcast simultaneously at aercap.com and will be archived for replay. I’ll now turn the call over to Aengus Kelly. Please go ahead..

Thank you, Peter. Good morning to everyone in the U.S. and good afternoon to those of you in the Middle East and Europe. Thank you for joining us today for our First Quarter Earnings Call. Following on the record year of 2013, we got up to good start in 2014 with the income of $80 million and adjusted EPS increased 17% to $.70.

In April, we further optimized our portfolio by closing the sale 750 million Genesis Securitization. This resulted in the sale of 37 aircrafts with an average age of 13 years. This takes the total number of aircraft that AerCap has sold to 313 aircraft also with an average age of 13 years.

We remain on track compete our transforming transaction with ILFC, which will see AerCap become the largest independent aircraft lessor in the coming weeks. Our endeavor, disciplined approach, and strict adherence to four core strategic principles continue to be the foundations of our success.

Firstly, the way we actively manage credit risk, our receivables balance was $8 million at quarter end. Secondly, continuous portfolio management as evidenced most recently by the sale of Genesis portfolio.

Thirdly, our adherence to a long-term stable liability structure which matches our long-term assets and draws a highly diversified funding sources around the world. And fourthly, the manner in which we hedge our interest to rate exposure through a combination of interest rate caps, fixed rate debt and swaps.

I just referenced our groundbreaking transaction with ILFC and can tell you the required antitrust approvals have been deceived.

In the meantime, dedicated teams from both AerCap and ILFC led by our COO have been working tirelessly on the integration process since the beginning of this year and we are on track to meet the milestones that we have set ourselves.

While this deal is transformational in terms of size, we will maintain our discipline and will continue to follow the core principles that I just mentioned, which are deeply embedded in AerCap’s DNA and which put AerCap in a position to do this deal in the first place. Our portfolio continues to perform well with a 99% utilization.

The results from the first quarter demonstrate that we are in a position of strength when it comes to delivering on our immediate priorities pull us completion of the ILFC deal. A current portfolio as an average remaining lease term of 6.5 years and we have already contracted all of our future deliveries with an average lease term of 12 years.

Turning to the airline industry, we have observed solid start 2014 with Euro outperforming other regions in terms of traffic growth. Lease rates and demand for the core aircraft of the global fleet remain good, those types being the 320, the 737, the 330 and 777 families.

Demand is good for these aircraft and post completion of the transaction over 85% of our portfolio by value will be in these types. A combined forward order book consists of the most in demand new technology aircraft such as Airbus 350s, 320 NEOs, Boeing 787s and and Embraer E-2s and are very attractive in terms of pricing and delivery slots.

We have always told you that we will continually optimize the portfolio and going forward, we expect the sale approximately 1 billion of aircraft per annum accomplish this objective. We believe that this is very achievable given that AerCap on the standalone basis has annually executed this level of sales.

Evidence of this is the fact that we just sold the 750 million of Genesis securitization. This transaction reduces the average age of our fleet to five years and as I mentioned earlier with the execution of this deal we have now sold over 300 aircraft.

AerCap financial resources along with our access to the global financing markets helped us raise almost 3 billion in the first quarter, this includes a new 2.7 5 billion 4 year on secured credit facility which will replace ILFC’s 2.3 billion facility. In total, we have now put in place almost 4 billion of liquidity related to the ILFC deal.

This is following on from the 6 billion we have raised in 2013. What conservative approach to funding and leverage align to a strong track record of executing landmark deals provide AerCap shareholders with stable, long-term, high quality profits cash flows.

As I previously stated, the correct allocation of capital is always at the forefront of our minds. With acquisitions and disposal of aircraft must result in an appropriate risk reward balance for our shareholders.

To close and most importantly, I would like to thank the entire AerCap and ILFC team for their tireless efforts over the course of the last five months without reach this transaction could never happen. On that note, I will hand the call over to Keith before we open up to Q&A..

Thanks Gus. Good morning everyone. I’ll start on page four of the presentation. Our reported net income for first quarter 2014 was $54.7 million. Adjusted net income, which excludes the various items listed, was $79.9 million, which was an 18% increase over the first quarter of 2013.

On page 5, reported earnings per share were $0.48 in first quarter 2014, adjusted earnings per share were $0.70 during the same period. The average shares outstanding during the first quarter of 2014 was 113.6 million. Page six, total revenue in first quarter 2014 was $265 million, an increase of 8% over the first quarter 2013.

The increase in total revenue was driven primarily by higher basic lease rents. Page seven, net interest margin or net spread was $177 million in first quarter 2014 which was 16% increase over the first quarter of 2013. The annualized margin as a percent of average lease assets was 8.7%.

Page eight, the impact from sales in first quarter 2014 was a pre-tax gain of $9.8 million and during first quarter of 2014 we sold one A330 from our own portfolio. On page nine, leasing expenses were $12.8 million and SG&A was $23.1 million in first quarter.

Also in first quarter 2014 we incurred $21.5 million of expense relating to the ILFC transaction. The tax rate for the first quarter of 2014 was 8.5%. On page 10, AerCap’s unrestricted cash balance at the end of the first quarter was $320 million and our total cash balance including restricted cash was $587 million.

Operating cash flows were $159 million for first quarter of 2014. And page 11, at the end of first quarter 2014 AerCap’s debt balance was $6.2 billion and our debt to equity ratio was 2.6:1. Our book equity is at $2.5 billion and the average cost of our debt in the first quarter was 3.9%.

So those are the key financial highlights for the first quarter and then I will like to now open up for Q&A..

Operator, can you start Q&A please?.

Certainly, yes. (Operator Instructions) We’ll now take our first question from Gary Leibowitz of Wells Fargo Securities..

Thank you, operator. Good morning gentlemen..

Thank you, operator. Good morning gentlemen..

Good morning, Gary..

Hey, Gary..

Can you guys just confirm, there wasn’t anything in the release or the slides that the post ILFC of earnings guidance hasn’t changed nor has the AerCap standalone guidance excluding the GFL transaction, any changes there?.

Can you guys just confirm, there wasn’t anything in the release or the slides that the post ILFC of earnings guidance hasn’t changed nor has the AerCap standalone guidance excluding the GFL transaction, any changes there?.

Are you referring to combined company, Gary?.

Well, yes, preferred, I guess the combined company is the more point of question..

Well, yes, preferred, I guess the combined company is the more point of question..

Yes, okay. I mean the combined company is billion dollars of after-tax profit. I think it still is a good proxy.

We still obviously have to finalize acquisition accounting, obviously the finalization that it won't be completed until the actual closing date which obviously can be infected by the share price, the trading venue of the debt and the conclusion with our auditors and other advisors. So, again that proxy is still the best..

Okay, now that you have all of the approvals, when would that accounting be done and would we see what the pro forma financial statement to look like..

Okay, now that you have all of the approvals, when would that accounting be done and would we see what the pro forma financial statement to look like..

Yes, the first reporting for the combined company will be for the second quarter and that will occur in the August time frame..

Okay, and then just last one on the GFL sale, can you just go over what the accounting might look like in the second quarter, is there a gain or loss on that and also can you talk more about the structure of that transaction because (inaudible) managing the fleet..

Okay, and then just last one on the GFL sale, can you just go over what the accounting might look like in the second quarter, is there a gain or loss on that and also can you talk more about the structure of that transaction because (inaudible) managing the fleet..

The sale was not the right sale so we sort the equity interest in all of the aircraft. The financial impact for the second quarter will be essentially breakeven and going forward for at least a year or more we will (inaudible) of the portfolio. So it’s kind of relatively simple accounting going forward..

Okay, thanks I will get back into the queue..

Okay, thanks I will get back into the queue..

We’ll take our next question Arren Cyganovich of Evercore..

Thanks.

I will get back to the GFL sale, can you provide any details about, whether there is any gains or losses relative to the book value of the aircraft that you are holding on the balance sheet?.

Thanks.

I will get back to the GFL sale, can you provide any details about, whether there is any gains or losses relative to the book value of the aircraft that you are holding on the balance sheet?.

No, there aren’t any. This was the portfolio of 13 years of age, the aircrafts were aged between 8 and 23 years of age and there have been sold a book. We will of course earn fees going forward from the servicing in addition to that but in effect we will recycle all the capital associated with those airplanes to retained earnings..

Thanks and then I guess with that comment the recycled capital was it mainly just a way of helping to deleverage ahead of the deal, was that a primary or this we happen regardless of the ILFC transaction..

Thanks and then I guess with that comment the recycled capital was it mainly just a way of helping to deleverage ahead of the deal, was that a primary or this we happen regardless of the ILFC transaction..

Peter Wortel:.

:.

Okay and then lastly be, what are you top priorities post-closing which I would assume would be the time you would be relatively soon that you get the regulatory approvals, what are your top priorities with ILFC once you have that completed?.

Okay and then lastly be, what are you top priorities post-closing which I would assume would be the time you would be relatively soon that you get the regulatory approvals, what are your top priorities with ILFC once you have that completed?.

Well, subject to the closing, the top priority is the management team is all being signed up. The senior management is all in place, all contracts are signed. That's number one. Number two is the funding of the transaction and as I mentioned in the call, we have already raised $4 billion in relation to the transaction.

Number three is the re-domicile of the assets out of the United States into Ireland, that process is well under way and number four is IT systems..

Great. Thank you..

Great. Thank you..

Thank you. We will now take our next question Michael Linenberg of Deutsche Bank..

Hey everyone, Its actually Richa filling in for Mike. First, although it was modest, we did notice that your overall portfolio utilization dipped a bit, I think it was by 60 basis points from the end of last quarter.

Can you tell us what drove that?.

Hey everyone, Its actually Richa filling in for Mike. First, although it was modest, we did notice that your overall portfolio utilization dipped a bit, I think it was by 60 basis points from the end of last quarter.

Can you tell us what drove that?.

Well we went in 98.8% I think utilization. And frankly that’s just the function of airplanes transitioning, it depend how many are transitioning in any given quarter, I mean it's the (inaudible) amount. We are still running at 99% utilization which is full employment really for a leasing company..

Okay and then sort of a big picture one, I realize that now with the pending ILFC transaction, the order book you are getting, you presumably don’t need to worry about growth past about for some time but if you did want to pursue incremental one-off type lease, service back type deals, it seems like every other day we are hearing about another entity, whether it being Singapore, Japan, China investing in the space and I was curious is that making a difficult to earn, decent return by effectively being up the price of the aircraft or do you still see ample opportunity to allocate the capital and earn good returns?.

Okay and then sort of a big picture one, I realize that now with the pending ILFC transaction, the order book you are getting, you presumably don’t need to worry about growth past about for some time but if you did want to pursue incremental one-off type lease, service back type deals, it seems like every other day we are hearing about another entity, whether it being Singapore, Japan, China investing in the space and I was curious is that making a difficult to earn, decent return by effectively being up the price of the aircraft or do you still see ample opportunity to allocate the capital and earn good returns?.

I think I look to our track record and I mentioned in each earnings call, the correct allocation of capital is at the forefront of our mind all the time.

We will only deploy our shareholders money if we believe that the risk award balance is in our favor and if demonstrated consistently be with the American airlines transaction, the LATAM transaction or indeed the ILFC transaction that we have the capability to do that, with the scale and size of the platform post-closing, we will have unlivable of the access to airlines around the world.

The new companies that you refer to they are generally what I will call the retail buyers from someone like us as the wholesaler..

Okay. Helpful. Thank you..

Okay. Helpful. Thank you..

Thank you. We will now take our next question from Scott Valentin of FBR Capital..

Good morning and thanks for taking my question. Just with regard to what's going on in Russia, just two questions.

One, can you quantify any exposure you have in the region and two, are you seeing any impact on probably you mentioned Europe is strong still but wondering if you are seeing, more recently any impact given what's happening there?.

Good morning and thanks for taking my question. Just with regard to what's going on in Russia, just two questions.

One, can you quantify any exposure you have in the region and two, are you seeing any impact on probably you mentioned Europe is strong still but wondering if you are seeing, more recently any impact given what's happening there?.

Well no, we see no impact on traffic. Our largest exposure in Russia is to Aeroflot, the state airline. We have never ever had late payment from Aeroflot and quite frankly if we have more customers like Aeroflot, we would be pretty happy. The overall exposure to Russia is less than 10%.

You have to bear in mind of course that Russia is such an enormous country in terms of land mass, the largest in the world that it must have aircraft and it doesn’t – it no longer has it's own indigenous industrial based produced airplanes apart from of course the small regional jet but it is relying on western built technology aircraft and we don't see any impact so far from the events in the Ukraine..

Okay and just another question on China, given the potential slow-down there and IOC exposure in Asia, any signs there at all of weakness you are seeing in talking to lessees?.

Okay and just another question on China, given the potential slow-down there and IOC exposure in Asia, any signs there at all of weakness you are seeing in talking to lessees?.

When you see our receivable balance there which is the best indicator, bear in mind we are not an equity investor here. We are effectively a debt provider but we have seen no uptake in receivables out of China at all..

Okay. Alright. Thanks very much..

Okay. Alright. Thanks very much..

Thank you. [Operator Instructions] We will now take our next question from Ryan Zacharia of JAM Equity Partners..

Hey guys thanks for taking the question.

Just with respect to GFL, is it fair to think about those planes as being incumbent by your financials let’s say $450 million the bonds outstanding as about $500 million but either way there is briefly $250 million to $300 million of capital that's going to be released as a result of this transaction?.

It's not going to be as high as $300 but it's -- you are right, in terms of it's around $230, $240 something like that..

And so that capital could be re-leveraged up to kind of a more optimal 3x versus the 2x that have existed inside of the securitization, is that a fair way of thinking about it, if you can buy more than $750 million of planes now with this capital?.

Right. If you leverage up, yes..

Okay. Thanks..

Thank you. We have no further questions at this time..

Well operator, thank you very much and thank you all for dialing into the call. We hope to see as many of you as possible at the Palace later this morning..

Thank you..

Thank you..

Thank you. That will conclude today's conference call. Thank you for your participation ladies and gentlemen. You may now disconnect..