Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
QUARTERLY REPORT
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2009
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-31616
INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
| California | 22-3059110 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 10250 Constellation Blvd., Suite 3400 | ||
| Los Angeles, California | 90067 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 788-1999
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filero | Accelerated filero | Non-accelerated filerþ | Smaller reporting companyo | |||
| (Do not check if a smaller reporting company) | ||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
As of November 6, 2009, there were 45,267,723 shares of Common Stock, no par value, outstanding.
Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.
Table of Contents
Explanatory Note
This Amendment No. 1 on Form 10-Q/A amends International Lease Finance Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, as filed with the Securities and Exchange Commission on November 9, 2009 (the “Original Filing”). This Amendment No. 1 is being filed solely to include the Amended and Restated By-laws of International Lease Finance Corporation that was listed as an exhibit to, but was inadvertently omitted from, the Original Filing. The Amended and Restated By-laws are filed herewith as Exhibit 3.2. We are not amending any other part of the Original Filing. This Amendment No. 1 does not amend or update any other information set forth in the Original Filing. Under the SEC rules, the amendment must speak as of its date and not an earlier date.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed herewith as Exhibits 31.1 and 31.2.
-2-
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
AMENDMENT NO. 1 ON FORM 10-Q/A
AMENDMENT NO. 1 ON FORM 10-Q/A
TABLE OF CONTENTS
-3-
Table of Contents
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
| a) | Exhibits |
| 3.1 | Restated Articles of Incorporation of the Company (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference). | ||
| 3.2 | Amended and Restated By-laws of the Company, as adopted on September 22, 2009. | ||
| 4.1 | The Company agrees to furnish to the Commission upon request a copy of each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries. | ||
| 10.1 | $2,000,000,000 Credit Agreement dated as of October 13, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank Northwest, National Association, as security trustee (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (filed as an exhibit to the Form 8-K filed on October 19, 2009 and incorporated herein by reference). | ||
| 10.2 | $1,700,000,000 Amended and Restated Credit Agreement dated as of October 13, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank Northwest, National Association, as security trustee (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (filed as an exhibit to the Form 8-K filed on October 19, 2009 and incorporated herein by reference). | ||
| 10.3 | First Lien Borrower Party Guarantee Agreement dated as of October 13, 2009, among International Lease Finance Corporation and certain subsidiaries of International Lease Finance Corporation named therein for the benefit of the Federal Reserve Bank of New York (filed as an exhibit to the Form 8-K filed on October 19, 2009 and incorporated herein by reference). | ||
| 10.4 | Third Lien Borrower Party Guarantee Agreement dated as of October 13, 2009, among International Lease Finance Corporation and certain subsidiaries of International Lease Finance Corporation named therein for the benefit of the Federal Reserve Bank of New York (filed as an exhibit to the Form 8-K filed on October 19, 2009 and incorporated herein by reference). | ||
| 12. | Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2009 and incorporated herein by reference). | ||
| 31.1 | Certification of Chairman of the Board and Chief Executive Officer. | ||
| 31.2 | Certification of Vice Chairman and Chief Financial Officer. | ||
| 32.1 | Certification under 18 U.S.C., Section 1350 (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2009 and incorporated herein by reference). |
-4-
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
INTERNATIONAL LEASE FINANCE CORPORATION
| November 9, 2009 | /s/ Steven F. Udvar-Hazy | |||
| STEVEN F. UDVAR-HAZY | ||||
| Chairman of the Board and Chief Executive Officer | ||||
| November 9, 2009 | /s/ Alan H. Lund | |||
| ALAN H. LUND | ||||
| Vice Chairman, Chief Financial Officer and Chief Accounting Officer | ||||
| November 9, 2009 | /s/ Kurt H. Schwarz | |||
| KURT H. SCHWARZ | ||||
| Senior Vice President, Chief Accounting Officer and Controller | ||||
-5-
Table of Contents
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
| Exhibit No. | ||
| 3.1 | Restated Articles of Incorporation of the Company (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference). | |
| 3.2 | Amended and Restated By-laws of the Company, as adopted on September 22, 2009. | |
| 4.1 | The Company agrees to furnish to the Commission upon request a copy of each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries. | |
| 10.1 | $2,000,000,000 Credit Agreement dated as of October 13, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank Northwest, National Association, as security trustee (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (filed as an exhibit to the Form 8-K filed on October 19, 2009 and incorporated herein by reference). | |
| 10.2 | $1,700,000,000 Amended and Restated Credit Agreement dated as of October 13, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank Northwest, National Association, as security trustee (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (filed as an exhibit to the Form 8-K filed on October 19, 2009 and incorporated herein by reference). | |
| 10.3 | First Lien Borrower Party Guarantee Agreement dated as of October 13, 2009, among International Lease Finance Corporation and certain subsidiaries of International Lease Finance Corporation named therein for the benefit of the Federal Reserve Bank of New York (filed as an exhibit to the Form 8-K filed on October 19, 2009 and incorporated herein by reference). | |
| 10.4 | Third Lien Borrower Party Guarantee Agreement dated as of October 13, 2009, among International Lease Finance Corporation and certain subsidiaries of International Lease Finance Corporation named therein for the benefit of the Federal Reserve Bank of New York (filed as an exhibit to the Form 8-K filed on October 19, 2009 and incorporated herein by reference). | |
| 12. | Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2009 and incorporated herein by reference). | |
| 31.1 | Certification of Chairman of the Board and Chief Executive Officer. | |
| 31.2 | Certification of Vice Chairman and Chief Financial Officer. | |
| 32.1 | Certification under 18 U.S.C., Section 1350 (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2009 and incorporated herein by reference). |
-6-