As filed with the Securities and Exchange Commission on March 6, 2003 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERNATIONAL LEASE FINANCE CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 22-3059110 - ---------------------------------------- --------------------------------- (State of incorporation or organization) (I.R.S. EmployerIdentification No.) 1999 Avenue of the Stars, 39th Floor, Los Angeles, California 90067 - ----------------------------------------- ----------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. |X| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. |_| Securities Act registration statement file number to which this form relates : 333-73468 Securities to be registered pursuant to Section 12(b) of the Act Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered 6.375% Notes due March 15, 2009 New York Stock Exchange - -------------------------------- -------------------------------------- - -------------------------------- -------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of class) <page> INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The securities to be registered hereunder are $750,000,000 aggregate principal amount of 6.375% Notes due March 15, 2009 (the "Notes"). Incorporated herein by reference is the description of the Notes contained in the Prospectus dated January 28, 2002 and the Prospectus Supplement thereto dated March 1, 2002, both as filed on March 5, 2002 with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b)(2) under the Securities Act of 1933 in connection with Registration Statement No. 333-73468. ITEM 2. EXHIBITS. The following exhibits are filed as part of this report: Exhibit Numbers Description of Document - ------- ----------------------- 1. Indenture, dated as of November 1, 2000, between the Registrant and The Bank of New York, as Trustee (filed as Exhibit 4 to Amendment No. 2 to the Registrant's Registration Statement No. 333-49566 and incorporated herein by reference). 2. First Supplemental Indenture, dated as of August 16, 2002, between the Registrant and The Bank of New York, as Trustee (field as Exhibit 4.2 to Registration Statement No. 333-100340 and incorporated herein by reference). 3 Officers' Certificate (without exhibits), dated March 8, 2002, establishing the terms of the Notes (filed as Exhibit 4.1 to the Current Report on Form 8-K, event date March 1, 2002). 4. Form of certificate for the Notes (filed as Exhibit 4.2 to the Current Report on Form 8-K, event date March 1, 2002). <page> SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. INTERNATIONAL LEASE FINANCE CORPORATION By: /s/ ALAN H. LUND ----------------------------------- Alan H. Lund Vice Chairman and Chief Executive Officer Dated: March 6, 2003