International Lease Finance 10K/A 2002 Annual report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


(Mark One)
x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002


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 0-11350

INTERNATIONAL LEASE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)


California		22-3059110

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1999 Avenue of the Stars, Los Angeles, California		90067

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 788-1999

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered

6.375% Notes due March 15, 2009		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
NONE

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. YES x NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES o NO x

As of June 28, 2002 and March 12, 2003, there were 35,818,122 and 42,198,119 shares of Common Stock, no par value, respectively, outstanding, all of which were held by affiliates.

Registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A is being filed solely to amend the consent of PricewaterhouseCoopers LLP filed as an exhibit to the Annual Report on Form 10-K of International Lease Finance Corporation (the “Company”) for the fiscal year ended December 31, 2002, originally filed on March 27, 2003 (the “Original Filing”). In accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the Company has included in the Amendment No. 1 only Item 15. “Exhibits, Financial Statement Schedules and Reports on Form 8-K” of Part IV.

TABLE OF CONTENTS


Part IV
	Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
EXHIBIT 23

Part IV

Item 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1) and (2): Financial Statements and Financial Statement Schedule: The response to this portion of Item 15 is submitted as a separate section of this report beginning on page 15 of the Original Filing.

(a)(3) and (c): Exhibits: The response to this portion of Item 15 is submitted as a separate section of this report beginning on page 15 of the Original Filing.

(b) Reports on Form 8-K: Current Report on Form 8-K:


	Form 8-K, event date November 15, 2002 (Item 7)

	Form 8-K, event date December 5, 2002 (Item 9)

	Form 8-K, event date December 16, 2002 (Item 7)

	Form 8-K, event date December 31, 2002 (Item 7)

INDEX OF CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

The following consolidated financial statements of the Company and its subsidiaries required to be included in Item 8 are listed below:


		Page*

Report of Independent Accountants			25
Consolidated Financial Statements:
	Balance Sheets at December 31, 2002 and 2001		26
	Statements of Income for the years ended December 31, 2002, 2001 and 2000		27
	Statements of Shareholders’ Equity for the years ended December 31, 2002, 2001 and 2000		28
	Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000		29
	Notes to Consolidated Financial Statements		31

The following financial statement schedule of the Company and its subsidiaries is included in Item 15(a)(2):


Schedule Number	Description	Page

II	Valuation and Qualifying Accounts	49*

All other financial statements and schedules not listed have been omitted since the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required.

* Page references refer to pages in the Original Filing.

The following exhibits of the Company and its subsidiaries are included in Item 15(c):


Exhibit
Number		Description

3.1		Restated Articles of Incorporation of the Company, as amended through December 9, 1992 (filed November 3, 1993 as an exhibit to Registration Statement No. 33-50913 and incorporated herein by reference).
3.2		Certificate of Determination of Preferences of Series A Market Auction Preferred Stock (filed December 9, 1992 as an exhibit to Registration Statement No. 33-54294 and incorporated herein by reference).
3.3		Certificate of Determination of Preferences of Series B Market Auction Preferred Stock (filed December 9, 1992 as an exhibit to Registration Statement 33-54294 and incorporated herein by reference).


Exhibit
Number		Description

3.4		Certificate of Determination of Preferences of Series C Market Auction Preferred Stock (filed as an exhibit to Form 10-K for the year ended December 31, 1994 and incorporated herein by reference).
3.5		Certificate of Determination of Preferences of Series D Market Auction Preferred Stock (filed as an exhibit to Form 10-K for the year ended December 31, 1994 and incorporated herein by reference).
3.6		Certificate of Determination of Preferences of Series E Market Auction Preferred Stock (filed as an exhibit to Form 10-K for the year ended December 31, 1994 and incorporated herein by reference).
3.7		Certificate of Determination of Preferences of Series F Market Auction Preferred Stock (filed as an exhibit to Form 10-K for the year ended December 31, 1994 and incorporated herein by reference).
3.8		Certificate of Determination of Preferences of Series G Market Auction Preferred Stock (filed as an exhibit to Form 10-K for the year ended December 31, 1995 and incorporated herein by reference).
3.9		Certificate of Determination of Preferences of Series H Market Auction Preferred Stock (filed as an exhibit to Form 10-K for the year ended December 31, 1995 and incorporated herein by reference).
3.10		Certificate of Determination of Preferences of Preferred Stock of the Company (filed as an exhibit to Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
3.11		By-Laws of the Company including amendment thereto dated August 31, 1990 (filed as an exhibit to Registration Statement No. 33-37600 and incorporated herein by reference).
4.1		Indenture dated as of November 1, 1991, between the Company and U.S. Bank Trust National Association (successor to Continental Bank, National Association), as Trustee (filed as an exhibit to Registration Statement No. 33-43698 and incorporated herein by reference).
4.2		First Supplemental Indenture, dated as of November 1, 2000, to the Indenture between the Company and U.S. Bank Trust National Association (filed as an exhibit to Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
4.3		Second Supplemental Indenture, dated as of February 28, 2001, to the Indenture between the Company and U.S. Bank Trust National Association (filed as an exhibit to Form 10-Q for the quarter ended March 31, 2001 and incorporated herein by reference).
4.4		Third Supplemental Indenture, dated as of September 26, 2001, to the Indenture between the Company and U.S. Bank Trust National Association (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference).
4.5		Indenture dated as of November 1, 2000, between the Company and the Bank of New York, as Trustee (filed as an exhibit to Registration No. 33-49566 and incorporated herein by reference).


Exhibit
Number		Description

4.6		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.
4.7		First Supplemental Indenture, dated as of August 16, 2002 to the Indenture between the Company and the Bank of New York (filed as an exhibit to Registration Statement No. 333-100340 and incorporated herein by reference).
4.8		Fourth Supplemental Indenture, dated as of November 6, 2002 to the Indenture between the Company and the U.S. Bank National Association (filed as an exhibit to the Original Filing and incorporated herein by reference).
4.9		Fifth Supplemental Indenture, dated as of December 27, 2002, to the Indenture between the Company and U.S. Bank National Association (filed as an exhibit to the Original Filing and incorporated herein by reference).
10.1		Amendment to Revolving Credit Agreement, dated as of January 17, 2002 among the Company, Citicorp USA, Inc., and the other banks listed therein providing up to $1,000,000,000 (three year facility) (filed as an exhibit to Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
10.2		Revolving Credit Agreement, dated as of November 17, 1999 among the Company, Citicorp USA, Inc. and other banks listed therein (364 day facility) (filed as an exhibit to Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
10.3		Amendment to Revolving Credit Agreement, dated as of November 15, 2000, among the Company, Citicorp USA, Inc., and the other banks listed therein providing up to $1,800,000,000 (364 day facility) (filed as an exhibit to Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
10.4		Second amendment to Revolving Credit Agreement, dated as of January 17, 2002, among the Company, Citicorp USA Inc., and the other banks listed therein providing up to $1,500,000,000 (364 day facility) (filed as an exhibit to Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
10.5		Aircraft Facility Agreement, dated as of January 19, 1999, among the Company, Halifax PLC and the other banks listed therein providing up to $4,327,260,000 for the financing of approximately seventh-five Airbus aircraft (filed as an exhibit to Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
10.6		Boeing Purchase Agreement No. 2241 and related letter agreements, all dated July 30, 1999, between the Company and the Boeing Company (filed as an exhibit to Form 10-Q for the quarter ended September 30, 1999) (confidential treatment granted).
10.7		Supplemental Agreement #5, dated December 29, 2000, to the Boeing Purchase Agreement No. 2241 between the Company and the Boeing Company (filed as an exhibit to Form 10-K for the year ended December 31, 2000 and incorporated herein by reference) (confidential treatment granted).
12		Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (filed as an exhibit to the Original Filing and incorporated herein by reference).
23		Consent of PricewaterhouseCoopers LLP.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated:April 4, 2003
	INTERNATIONAL LEASE FINANCE CORPORATION

	By:	/s/ STEVEN F. UDVAR-HAZY

		Steven F. Udvar-Hazy Chairman of the Board and Chief Executive Officer

CERTIFICATIONS

I, Steven F. Udvar-Hazy certify that:

1. I have reviewed this annual report on Form 10-K of International Lease Finance Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):


	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


		/s/ STEVEN F. UDVAR-HAZY

		Steven F. Udvar-Hazy Chairman of the Board and Chief Executive Officer
Date: April 4, 2003

CERTIFICATIONS

I, Alan H. Lund, certify that:

1. I have reviewed this annual report on Form 10-K of International Lease Finance Corporation;


	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and


		/s/ ALAN H. LUND

		Alan H. Lund Vice Chairman, Chief Financial Officer and Chief Accounting Officer

Date: April 4, 2003

International Lease Finance 10-K/A2002 FY Annual report (amended)

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