##### 









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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FORM 10-K/A

ANNUAL REPORT




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(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,
2004

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 1-316161


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.)
|                                                                                                                
|10250 Constellation Blvd., Suite 3400,
    Los Angeles, California
     (Address of principal executive offices) |  | 90067
    (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. YESxNOo

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). YESoNOx

As of June 30, 2004 and February 28,
2005, there were 42,198,119 shares of Common Stock, no par
value, outstanding, all of which were held by
affiliates.



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##### 



EXPLANATORY NOTE This Annual Report on Form 10-K/A amends the Annual Report on Form 10-K for the year
ended December 31, 2004 (the Original Form 10-K ), as initially filed by International Lease
Finance Corporation (the Company, ILFC,
we, our or us) with the
Securities and Exchange Commission on March 7,
2005, and is being filed solely to include the information that was excluded from the Original
Form 10-K pursuant to General Instruction I of Form 10-K.




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##### 



PART I Item 4. Submission of Matters to a Vote of Security Holders. No matters were submitted to a vote of security holders during the quarter ended December
31, 2004. PART II Item 10.Directors and Executive Officers of the Registrant. The
following table sets forth certain information regarding the current directors and executive
officers of the Company. Maurice R. Greenberg, Edward E. Matthews and Howard I. Smith
were directors of the Company until March 31, 2005. ILFC DIRECTORS AND EXECUTIVE OFFICERS Name
    
    Age*
    
    Position
    
    ILFC Director SinceWILLIAM N. DOOLEY
    
    
    52
    
    
    Senior Vice President  Financial Services of American
International Group, Inc. (AIG) since 1998
Previously Vice President (1996-1998) and Treasurer (1992-1998) of AIG
Held other positions at AIG since joining in 1978
    
    1997LESLIE L. GONDA**
    
    
    85
    
    
    Chairman  Executive Committee of ILFC since 2002
Previously Chairman of ILFC since 1973
    
    1973LOUIS L. GONDA**
    
    
    56
    
    
    Chairman and Chief Executive Officer of Lexington Commercial
Holdings, Inc. since 1995
Previously held executive positions at ILFC from 1973-1994
    
    1973ALAN H. LUND
    
    
    55
    
    
    Vice Chairman and Chief Financial Officer of ILFC since 2002
Previously Executive Vice President, Chief Financial Officer and
Co-Chief Operating Officer of ILFC (1995-2001)
Chief Financial Officer of ILFC since joining ILFC in 1982
    
    2002JOHN L. PLUEGER
    
    
    50
    
    
    President and Chief Operating Officer of ILFC since 2002
Previously Executive Vice President and Co-Chief Operating
Officer of ILFC (1995-2001)
Held other positions at ILFC since joining in 1986
    
    2002MARTIN J. SULLIVAN
    
    
    50
    
    
    President and Chief Executive Officer of AIG since March 15, 2005
Previously Vice Chairman and Co-Chief Operating Officer of AIG
(2002-2005), President of American International Underwriters (1997-2002) and
Executive Vice President of Foreign General Insurance (1998-2002)
Held other positions at AIG since joining in 1971
Has served as director of AIG since 2002
    
    March 31, 2005STEVEN F. UDVAR-HAZY
    
    
    59
    
    
    Chairman and Chief Executive Officer of ILFC since 2002
President and Chief Executive Officer of ILFC (1973-2001)
Also services as director of Skywest, Inc.
    
    1973JULIE I. SACKMAN
    
    
    53
    
    
    Executive Vice President, General Counsel and Secretary of
ILFC since 2003
Previously Senior Vice President, General Counsel and Secretary
of ILFC (1995 to 2002)
General Counsel of ILFC since 1993 and held other positions at
ILFC since joining in 1989
    
    N/A
   *
    
    As of March 31, 2005.**
    
    Director Leslie L. Gonda is the father of Director Louis L. Gonda. The Company does not have an audit committee and relies on the Audit Committee of the Board of Directors of AIG. Code of Ethics The
Company has not adopted a stand-alone code of ethics as defined in Item 406 of Regulation S-K.
However, as a subsidiary of AIG, AIGs Code of Business
Conduct and Ethics (the Code) applies to the Company. The Code is available on AIGs web site at
www.aig.com and the Company will provide to any person, without charge, upon request to the
Corporate Secretary at the principal offices of the Company, a copy of the Code. 2




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##### 



Item 11.Executive Compensation. The following table sets forth all compensation awarded to, earned by, or paid to the
Companys chief executive officer and the executive officers
of the Company for the years ended December 31, 2004, 2003 and
2002: SUMMARY COMPENSATION TABLELong TermCompensation
    
    
    
    
    
    
    SICOName and
    
    Annual Compensation
    
    
    Awards
    
    
    LTIP
    
    
    All Other
    
    
    LTIP Payouts NotPrincipal Position
    
    Year
    
    
    Salary
    
    
    Bonus (1)
    
    

Stock
Options (#)(2)
    
    

Payouts (3)
    
    

Compensation (4)
    
    

Paid
by ILFC (5)(6)Steven F. Udvar-Hazy
    
    
    2004
    
    
    $
    1,650,000
    
    
    $
    1,740,000
    
    
    
    20,000
    
    
    $
    N/A
    
    
    $
    54,247
    
    
    $
    2,101,440Chairman and Chief
    
    
    2003
    
    
    
    1,650,000
    
    
    
    1,740,000
    
    
    
    30,000
    
    
    
    N/A
    
    
    
    49,300
    
    
    
    Executive Officer
    
    
    2002
    
    
    
    1,550,000
    
    
    
    1,394,000
    
    
    
    15,000
    
    
    
    N/A
    
    
    
    42,880
    
    
    
    1,110,720Alan H. Lund
    
    
    2004
    
    
    
    820,000
    
    
    
    397,500
    
    
    
    10,000
    
    
    
    50,478
    
    
    
    15,167
    
    
    
    716,412Vice Chairman and Chief
    
    
    2003
    
    
    
    800,000
    
    
    
    350,000
    
    
    
    16,000
    
    
    
    48,303
    
    
    
    14,000
    
    
    
    68,748Financial Officer
    
    
    2002
    
    
    
    765,000
    
    
    
    320,000
    
    
    
    6,000
    
    
    
    75,929
    
    
    
    11,000
    
    
    
    416,520John L. Plueger
    
    
    2004
    
    
    
    820,000
    
    
    
    397,500
    
    
    
    10,000
    
    
    
    50,478
    
    
    
    15,167
    
    
    
    716,412President and Chief
    
    
    2003
    
    
    
    800,000
    
    
    
    350,000
    
    
    
    16,000
    
    
    
    48,303
    
    
    
    14,000
    
    
    
    68,748Operating Officer
    
    
    2002
    
    
    
    765,000
    
    
    
    320,000
    
    
    
    6,000
    
    
    
    73,702
    
    
    
    11,000
    
    
    
    416,520Julie I. Sackman
    
    
    2004
    
    
    
    450,000
    
    
    
    230,000
    
    
    
    7,000
    
    
    
    27,558
    
    
    
    15,167
    
    
    
    N/AExecutive Vice President,
    
    
    2003
    
    
    
    430,000
    
    
    
    200,000
    
    
    
    11,000
    
    
    
    25,897
    
    
    
    14,000
    
    
    
    N/AGeneral Counsel and Secretary
    
    
    2002
    
    
    
    390,000
    
    
    
    200,000
    
    
    
    5,000
    
    
    
    38,876
    
    
    
    11,000
    
    
    
    N/A
   (1)
    
    Amounts shown for named executive officers
represent year-end and mid-year bonuses paid by ILFC and bonuses paid quarterly pursuant to a supplementary bonus program sponsored by AIG.
Mr. Udvar-Hazy does not participate in the mid-year bonus.
Ms. Sackman does not participate in the supplementary bonus
program.(2)
    
    Represents options to acquire shares of common
stock of AIG.(3)
    
    Amounts shown represent payments under the Companys Deferred Compensation Bonus Plan. Mr. Udvar-Hazy
does not participate in this plan.(4)
    
    Amounts shown represent Company matching contributions under the 401(k) Plan. Additionally, amounts
shown for Mr. Udvar-Hazy include premiums for term life
insurance of $39,080 in 2004, $35,300 in 2003
and $31,880 in 2002.(5)
    
    The LTIP payouts were made by Starr
International Company, Inc. pursuant
to its Deferred Compensation Profit Participation Plan (the SICO Plan)
and will not be paid by ILFC.(6)
    
    Amounts shown for Messrs. Lund and Plueger
include partial stock distributions under the SICO Plan in 2004
 $85,980 and 2003  $68,748. 3




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##### 



The
following table summarizes certain information with respect to grants
of options to purchase AIG common stock which were granted during
2004 to the individuals named in the Summary Compensation Table. Option Grants in 2004Percentage of
    
    
    Percentage of
    
    
    
    
    
    
    
    
    
    
    Potential Realizable Value* atNumber of
    
    
    Total Options
    
    
    Total Options
    
    
    
    
    
    
    
    
    
    
    Assumed Annual Rates ofSecurities
    
    
    Granted to
    
    
    Granted to
    
    
    Exercise
    
    
    
    
    
    
    Stock Appreciation forDate
    
    
    Underlying
    
    
    ILFC Employees
    
    
    AIG Employees
    
    
    Price
    
    
    Expiration
    
    
    Option TermName
    
    of Grant
    
    

Options (1)
    
    
    During 2004
    
    
    During 2004
    
    
    Per Share
    
    
    Date
    
    
    5 Percent (2)
    
    
    10 Percent (3)Steven F. Udvar-Hazy
    
    
    12/16/2004
    
    
    
    20,000
    
    
    
    15.67
    %
    
    
    0.23
    %
    
    $
    64.47
    
    
    
    12/16/2014
    
    
    $
    810,897
    
    
    $
    2,054,972Alan H. Lund
    
    
    12/16/2004
    
    
    
    10,000
    
    
    
    7.84
    %
    
    
    0.12
    %
    
    
    64.47
    
    
    
    12/16/2014
    
    
    
    405,448
    
    
    
    1,027,486John L. Plueger
    
    
    12/16/2004
    
    
    
    10,000
    
    
    
    7.84
    %
    
    
    0.12
    %
    
    
    64.47
    
    
    
    12/16/2014
    
    
    
    405,448
    
    
    
    1,027,486Julie I. Sackman
    
    
    12/16/2004
    
    
    
    7,000
    
    
    
    5.49
    %
    
    
    0.08
    %
    
    
    64.47
    
    
    
    12/16/2014
    
    
    
    283,814
    
    
    
    719,240
   *
    
    Options would have no realizable value if there were no appreciation or if there were depreciation from
the price at which options were granted.(1)
    
    All options relate to shares of common stock of
AIG and were granted pursuant to AIGs
Amended and Restated 1999 Stock Option Plan at an exercise price
equal to the fair market value of such stock at the date of grant.
The option grants to all officers, including the named
individuals, provide that 25 percent of the options granted on
any date become exercisable on each anniversary date in each of the
successive four years and expire ten years from the date of grant.(2)
    
    Appreciated price would be $105.01 per share.(3)
    
    Appreciated price would be $167.22 per share. The following table summarizes certain information with respect to the exercise of options to purchase AIG
common stock during 2004 by the individuals named in the Summary Compensation Table and the unexercised options
to purchase AIG common stock held by such individuals at
December 31, 2004. Aggregated Option Exercises During the Year Ended December 31, 2004
and December 31, 2004 Option Values Number ofSecurities Underlying
    
    
    Value of UnexercisedShares
    
    
    
    
    
    
    Unexercised Options at
    
    
    In-the-Money Options atAcquired on
    
    
    Value
    
    
    December 31, 2004
    
    

December
31, 2004 (2)Name
    

Exercise
    
    
    Realized (1)
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisableSteven F. Udvar-Hazy
    
    
    25,640
    
    
    $
    1,354,979
    
    
    
    62,875
    
    
    
    49,250
    
    
    $
    158,667
    
    
    $
    84,000Alan H. Lund
    
    
    11,500
    
    
    
    193,599
    
    
    
    17,250
    
    
    
    25,750
    
    
    
    22,400
    
    
    
    44,800John L. Plueger
    
    
    36,913
    
    
    
    1,900,919
    
    
    
    36,250
    
    
    
    25,750
    
    
    
    87,467
    
    
    
    44,800Julie I. Sackman
    
    
    
    
    
    
    
    
    
    
    27,133
    
    
    
    17,752
    
    
    
    69,923
    
    
    
    28,000
   (1)
    
    Aggregate market value on date of exercise (closing sale price as reported in the New York
Stock Exchange Composite Transactions Report) less aggregate exercise price.(2)
    
    Aggregate market value on December 31, 2004 (closing sale price as reported in the New York
Stock Exchange Composite Transactions Report) less aggregate exercise price. 4




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##### 



The
following table summarizes certain information with respect to
benefits granted under the SICO Long-Term Incentive Plan with respect
to the period from January 1, 2003 through December 31,
2004 to the individuals named in the Summary Compensation Table. SICO Long-Term Incentive Plans(1) Name
    
    Number of Units
    
    Unit Award Period
    
    Estimated Future PayoutsSteven F. Udvar-Hazy
    
    
    2,000
    
    
    Two years
    
    32,000 sharesAlan H. Lund
    
    
    800
    
    
    Two years
    
    9,600 sharesJohn L. Plueger
    
    
    800
    
    
    Two years
    
    9,600 sharesJulie
Sackman
    
    
    
    
    
    
    
    
  (1)
    Awards represent grants of units under the SICO Plan with respect to the two-year period from January 1, 2003
through December 31, 2004. The SICO Plan contains neither threshold amounts nor maximum
payout limitations. The number of shares of AIG common stock, if any, allocated to a unit
for the benefit of a participant in the SICO Plan is primarily dependent upon two factors:
the growth in future earnings of AIG during the unit award period and the book value of AIG
at the end of the award period. As a result, the number of shares to be allocated with
respect to units held for the 2003-2004 period and the value of such shares upon future
payout cannot be determined at this time. The number of shares shown under Estimated
Future Payouts represents the number of shares contingently allocable to the named
individuals based upon the units awarded to them for the 2003-2004 period, assuming the
same criteria as those used to allocate the shares of AIG common stock for the 2001-2002
period. Prior to earning the right to payout, the participant is not entitled
to any equity interest with respect to such shares, and the shares are subject to
forfeiture under certain conditions, including but not limited to the participants
voluntary termination of employment with AIG prior to normal retirement age other than by
death or disability. Any payments ultimately distributed under the SICO Plan will not be
paid by AIG or ILFC and will not be dilutive to AIG shareholders.   Employee Benefit Plans Deferred Compensation
Bonus Plan The Company maintains a Deferred Compensation Bonus Plan covering all employees. Under the
plan, a bonus ranging from 3% to 7% of an employees pay for the year is awarded as a bonus to be
earned and paid after three years. If the employee terminates employment before the completion of
the three year period, the bonus is forfeited. Additionally, the Company participates in several employee benefit plans sponsored by AIG. Pension Benefits Through March 31, 1985, when such plan was terminated, employees of AIG and its subsidiaries
who were citizens of the United States or non-citizens working in the United States were covered
under the American International Group, Inc. Pension Plan, a contributory, qualified, defined
benefit plan (Original Pension Plan). The annual pension for a participant was equal to 1.75% of
Average Final Compensation multiplied by years of credited service as a participant (up to 40
years) less 1.4286% of his Social Security Benefit multiplied by years of credited service (limited
to 35 years). Average Final Compensation was defined as the average annual compensation of a
participant during the three consecutive years in the last ten years of his credited service affording the
highest such average, or during all of the years of his credited service if less than three years.
Benefits were paid monthly during the life of the participant, or, if applicable, during the joint
lives of the participant and his contingent annuitant. The annual retirement allowance for
participants with at least ten years of credited service was not less than 50% of 1.75% of Average
Final Compensation, multiplied by years of credited service, or $1,200, whichever was greater. On
April 1, 1985, a new non-contributory, qualified, defined benefit plan (Current Retirement Plan)
was established, with provisions substantially
the same as the Original Pension Plan, except for the non-contributory feature and except that in
the annual pension formula described above, 1.25% of Average Final Compensation is multiplied by
years of credited service as a participant (up to 44 years) less 1.25% of his Social Security
Benefit multiplied by years of credited service (limited to 35 years). The 1.25% of Average Final
Compensation is also used in the determination of the minimum retirement allowance. Effective
January 1, 1989, the Current Retirement Plan formula changed in accordance with government mandated
regulations from a Social Security offset to a Social Security integration method of computation
where the offset is the average of the final three years compensation but no greater than 150% of
the employees covered compensation (the average of the Social Security Wage bases during the 35
years preceding the Social Security retirement age) times credited service up to 35 years,
multiplied by an applicable Social Security retirement age factor. For employees terminating from
active service after January 1, 1993, the benefit formula for credited service on and after April
1, 1985 changed from 1.25% to 1.35% of Average Final Compensation. Effective January 1, 1996, the
Current Retirement Plan formula now equals 1.25% times Average Final Compensation up to 150% of the
employees covered compensation plus 1.75% times Average Final Compensation in excess of 150% of
covered compensation times years of credited service
prior to April 1, 1985 (up to 35 years) plus
1.75% times Average Final Compensation times years of credited service in excess of 35 years but
limited to 40 years; plus .925% times Average Final Compensation up to 150% of the employees
covered compensation, plus 1.4257% times Average Final
Compensation in excess of 150% of covered compensation times years of credited service after April 1, 1985 (up to 35 years), plus 1.425%
times Average Final Compensation times years of credited service in excess of 35 years but
limited to 44 years.


5



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##### 



As a result of the termination of the Original Pension Plan, all benefits accruing to the
termination date became vested regardless of an employees years of service and annuities were
purchased for benefits payable under that plan. AIG was entitled to receive the surplus remaining
in the Original Pension Plan, other than the portion of the surplus attributable to employee
contributions. The 401(k) Plan for employees provides for salary reduction contributions by employees and
matching contributions by AIG. The retirement benefits for most employees who participate in both
the Current Retirement Plan and the 401(k) Plan are anticipated to be substantially greater than
the benefits which would have been received under the Original Pension Plan. Annual amounts of normal retirement pension commencing at normal retirement age of 65 based
upon Average Final Compensation and credited service under the Current Retirement Plan and the
Supplemental Executive Retirement Plan (the
Supplemental Plan) are illustrated in the following table: Estimated Annual Pension at Age 65 AverageFinal Compensation
    
    
    10 Years
    
    
    15 Years
    
    
    20 Years
    
    
    25 Years
    
    
    30 Years
    
    
    35 Years
    
    
    40 Years$
    125,000
    
    
    $
    14,341
    
    
    $
    21,512
    
    
    $
    28,682
    
    
    $
    35,853
    
    
    $
    43,024
    
    
    $
    50,194
    
    
    $
    59,100$
    150,000
    
    
    
    17,904
    
    
    
    26,856
    
    
    
    35,807
    
    
    
    44,759
    
    
    
    53,711
    
    
    
    62,663
    
    
    
    73,350$
    175,000
    
    
    
    21,466
    
    
    
    32,199
    
    
    
    42,932
    
    
    
    53,666
    
    
    
    64,399
    
    
    
    75,132
    
    
    
    87,600$
    200,000
    
    
    
    25,029
    
    
    
    37,543
    
    
    
    50,057
    
    
    
    62,572
    
    
    
    75,086
    
    
    
    87,600
    
    
    
    101,850$
    225,000
    
    
    
    28,591
    
    
    
    42,887
    
    
    
    57,182
    
    
    
    71,478
    
    
    
    85,774
    
    
    
    100,069
    
    
    
    116,100$
    250,000
    
    
    
    32,154
    
    
    
    48,231
    
    
    
    64,307
    
    
    
    80,384
    
    
    
    96,461
    
    
    
    112,538
    
    
    
    130,350$
    300,000
    
    
    
    39,279
    
    
    
    58,918
    
    
    
    78,557
    
    
    
    98,197
    
    
    
    117,836
    
    
    
    137,475
    
    
    
    158,850$
    375,000
    
    
    
    49,966
    
    
    
    74,949
    
    
    
    99,932
    
    
    
    124,916
    
    
    
    149,899
    
    
    
    174,882
    
    
    
    201,600$
    400,000
    
    
    
    53,529
    
    
    
    80,293
    
    
    
    107,057
    
    
    
    133,822
    
    
    
    160,586
    
    
    
    187,350
    
    
    
    215,850$
    500,000
    
    
    
    67,779
    
    
    
    101,668
    
    
    
    135,557
    
    
    
    169,447
    
    
    
    203,336
    
    
    
    237,225
    
    
    
    272,850$
    750,000
    
    
    
    103,404
    
    
    
    155,106
    
    
    
    206,807
    
    
    
    258,509
    
    
    
    310,211
    
    
    
    361,913
    
    
    
    415,350$
    1,000,000
    
    
    
    139,029
    
    
    
    208,543
    
    
    
    278,057
    
    
    
    347,572
    
    
    
    417,086
    
    
    
    486,600
    
    
    
    557,850$
    1,200,000
    
    
    
    167,529
    
    
    
    251,293
    
    
    
    335,057
    
    
    
    418,822
    
    
    
    502,586
    
    
    
    586,350
    
    
    
    671,850$
    1,400,000



    196,029



    294,043



    392,057



    490,072



    588,086



    686,100



    785,850$
    1,600,000



    224,529



    336,793



    449,057



    561,322



    673,586



    785,850



    899,850$
    1,800,000



    253,029



    379,543



    506,057



    632,572



    759,086



    885,600



    1,013,850$
    2,000,000



    281,529



    422,293



    563,057



    703,822



    844,586



    985,350



    1,127,850
 With
respect to Messrs. Udvar-Hazy, Lund and Plueger and
Ms. Sackman, their respective years of credited service (under
both plans) through December 31, 2004 are as follows:
Udvar-Hazy30.8 years; Lund22.5 years;
Plueger17.9 years; Sackman15.4 years.
Pensionable salary includes the regular salary paid by AIG and its
subsidiaries and does not include amounts attributable to
supplementary bonuses or overtime pay. For such named individuals,
pensionable salary during 2004 was as follows:
Udvar-Hazy$1,650,000; Lund$820,000;
Plueger$820,000; Sackman$450,000. During
1986, AIG adopted a Supplemental Plan to provide additional retirement benefits to
designated executives and key employees. Under the Supplemental Plan, annual benefits, not to
exceed 60% of Average Final Compensation, accrue at a rate of 2.4% of Average Final Compensation
for each year of service or fraction thereof for each full month of active employment. The benefit
payable under the Supplemental Plan is reduced by payments from the Original Pension Plan, the
Current Retirement Plan, Social Security and any payments from a qualified pension plan of
a prior employer. Messrs. Udvar-Hazy, Lund and Plueger and
Ms. Sackman were participants in the Supplemental Plan at December 31, 2004. Federal
legislation limits the benefits which may be payable from the Current Retirement Plan. Effective
January 1, 1991, the Supplemental Plan was amended to provide a benefit to most Current Retirement
Plan participants in an amount equal to the reduction in the benefit payable as a result of
federal limitation thereof. In September 2002, AIG approved a Supplemental Executive Retirement Plan (as
amended and restated effective June 1, 2002) and an Excess Retirement
Income Plan (effective as of June 1, 2002) which together provide the same benefits described above
and replace the Supplemental Plan. 6




---



##### 



Employment Contracts and Termination of Employment and Change-in-Control Arrangements The
Company has no employment agreements or change-in-control
arrangements with its executive officers. Compensation of Directors Directors who are employees of the Company or AIG do not receive fees for services on the
Board. Each other director of the Company receives directors fees of $15,000 per year plus
inclusion in the Companys medical plan. Compensation Committee Interlocks and Insider Participation The
Board of Directors of the Company does not have a Compensation
Committee. Compensation decisions regarding the Chief Executive
Officer are made by AIG. Compensation decisions regarding other
executive officers are made by the Chief Executive Officer. Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. As
of the date hereof, all of the Companys capital stock is owned by AIG Capital Corporation
and National Union Fire Insurance Company of Pittsburgh, PA, wholly
owned subsidiaries of AIG. No equity securities of the Company are authorized for issuance under any
compensation plans of the Company. Item 13.Certain Relationships and Related Transactions. We are an indirect wholly owned subsidiary of AIG through two AIG
subsidiaries, AIG Capital Corporation and National Union Fire Insurance Company of
Pittsburgh, PA. During 2004, we paid cash dividends to our two stockholders aggregating
$35.5 million. We are party to cost sharing agreements with AIG. Generally these agreements
provide for the allocation of corporate costs based upon a proportional allocation of costs to all
subsidiaries. The charges include, but are not limited to, pension costs, certain senior
management compensation and costs of various corporate services. During 2004 the charges
aggregated $3.0 million. We also pay AIG a fee related to management services provided for certain
of our foreign subsidiaries. During 2004 we paid $0.6 million in management fees. In the normal course of business we enter into transactions with affiliated companies. We
generally place insurance policies through AIG subsidiaries. During 2004 we paid
$4.7 million to AIG for insurance policies. The counterparty to all of our derivatives is another AIG subsidiary, AIG Financial Products Corp.
(AIGFP). We executed $1.8 billion notional amount of derivative instruments with AIGFP during
2004. We also extended certain put bond transactions that were executed with AIGFP in 1997 and
1998. The original put dates ranged around three years from the issuance date, at which time the
bondholders had the right to put the bonds to us and we would then have to repurchase the notes. If
the bonds were not put to us on each specific put date, a new interest rate would be calculated
and the bonds would remain outstanding for an additional five years. At the original put dates for
all three bonds, the put dates were extended for a two year period. This meant that the date on
which the bondholders had the right to put the bonds was pushed out by two years and that the
ultimate maturity date of the bonds, assuming they were not put, was also extended by two years.
The three bonds have an aggregate value of $200 million and were all modified as to put dates
and ultimate maturity dates, so that all three bonds now have a put date of October 17, 2005, and
an ultimate 10-year maturity date of October 15, 2015. During 2004 and 2003 we sold two portfolios consisting of 34 and 37 aircraft, each for
approximately $1.0 billion, to two trusts connected to securitization transactions. Certain
affiliates of AIG purchased a large share of these securitizations, which included both debt and
equity securities. We continue to manage these portfolios and received management fees aggregating
$10.2 million in 2004. We
are included in the consolidated federal income and the combined
state unitary tax returns of AIG, including California. In 2002 and 2003 we
participated in certain tax planning activities with AIG and related entities, which provided
certain tax and other benefits to the AIG consolidated group. As a result of our participation in
these activities, AIG shared a portion of the tax benefits of these activities attributable to us.
During 2004 we received our portion, which aggregated $245 million. We are required to repay those
tax benefits to AIG in 2007 and 2009. 7




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##### 



PART IV  Item 15. Exhibits and Financial
Statement Schedules
 (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. (a)(3) and (b): Exhibits: The response to this
portion of Item 15 is submitted as a separate section of
this report. SIGNATURES Pursuant to the requirements of Section 13 or l5(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: March 31, 2005INTERNATIONAL LEASE FINANCE CORPORATIONBy                                 /s/ ALAN H. LUNDAlan H. LundVice Chairman, Chief Financial Officer
and Chief Accounting Officer 8




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##### 



INTERNATIONAL LEASE FINANCE CORPORATION AND
SUBSIDIARIES

FORM 10-K/A

Items 8, 15(a), and 15(b)


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. The following page references are to pages in the Original Form 10-K.

|                                                            |                                                                                             |      |    |    | 
|----------------------------------------------------------- | ------------------------------------------------------------------------------------------- | ---- | -- | -- | 
|                                                            |                                                                                             | Page
|                                                            |                                                                                             |     
|Report of Independent Registered Public
    Accounting Firm |                                                                                             |      | 33 |   
|Consolidated Financial Statements:                          |                                                                                             |      |    |   
|                                                            | Balance Sheets at December 31, 2004 and 2003                                                |      |    | 34 | 
|                                                            | Statements of Income for the years ended
    December 31, 2004, 2003 and 2002               |      |    | 35 | 
|                                                            | Statements of Shareholders Equity for the
    years ended December 31, 2004, 2003 and 2002 |      |    | 36 | 
|                                                            | Statements of Cash Flows for the years ended
    December 31, 2004, 2003 and 2002           |      |    | 37 | 
|                                                            | Notes to Consolidated Financial Statements                                                  |      |    | 39 | 

The following financial statement schedule of the
Company and its subsidiaries is included in Item 15(a)(2). The
following page reference is to page 59 in the Original
Form 10-K.

|                |    |             |  |                                   |  |  |    | 
|--------------- | -- | ----------- |  | --------------------------------- |  |  | -- | 
|Schedule Number |    | Description |  | Page                             
|                |    |             |  |                                  
|                | II |             |  | Valuation and Qualifying Accounts |  |  | 59 | 

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.

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

|        |      |             |  |                                                                                                                                                                                                                                  
|------- | ---- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 3.1  |             |  | Restated Articles of Incorporation of the
    Company, as amended through December 9, 1992, filed
    November 3, 1993 (filed 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).               
|        | 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).                                         

9



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##### 



|        |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                            
|------- | ---- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 3.12 |             |  | Unanimous Written Consent of Sole Stockholder of
    the Company, dated January 2, 2002, amending the By-Laws of
    the Company (filed as an exhibit to Form 10-Q for the
    quarter ended June 30, 2003 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, 2000 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).                                                                                                                                                                                      
|        | 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 Exhibit 4.2 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
    U.S. Bank National Association (filed as an exhibit to
    Form 10-K for the year ended December 31, 2002 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
    Form 10-K for the year ended December 31, 2002 and
    incorporated herein by reference).                                                                                                                         
|        | 4.10 |             |  | Sixth Supplemental Indenture, dated as of
    June 2, 2003, to the indenture between the Company and
    U.S. Bank National Association (filed as an exhibit to
    Form 10-Q for the quarter ended September 30, 2003 and
    incorporated herein by reference).                                                                                                                          
|        | 4.11 |             |  | Trust Indenture, dated as of March 8, 2004
    between ILFC Rhino II LLC, as issuer and Deutsche Bank Trust
    Company Americas, as indenture trustee (filed as an exhibit to
    Form 10-Q for the quarter ended March 31, 2004 and
    incorporated herein by reference).                                                                                                               
|        | 4.12 |             |  | Agency Agreement (amended and restated), dated as
    of May 28, 2004, between the Company, Citibank, N.A., and
    Dexia Banque Internationale A Luxembourg, Societe Anonyme (filed
    as an exhibit to Form 10-Q for the quarter ended
    June 30, 2004 and incorporated herein by reference).                                                                                         
|        | 10.1 |             |  | 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 seventy-five Airbus aircraft
    (filed as an exhibit to Form 10-K for the year ended
    December 31, 1998 and incorporated herein by reference).                              
|        | 10.2 |             |  | Revolving Credit Agreement, dated as of
    March 8, 2004, among ILFC Rhino II LLC, Citicorp North
    America Inc., in its individual capacity and as administrative
    agent, and the other financial institutions listed therein
    providing up to $500,000,000 (filed as an exhibit to
    Form 10-Q for the quarter ended March 31, 2004 and
    incorporated herein by reference).
|        | 10.3 |             |  | Guaranty, dated as of March 8, 2004, by the
    Company, as guarantor, in favor of Citicorp North America Inc.,
    as guarantied party (filed as an exhibit to Form 10-Q for
    the quarter ended March 31, 2004 and incorporated herein by
    reference).                                                                                                                              

10



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##### 



|        |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ---- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 10.4 |             |  | Security Trust Agreement, dated as of
    March 8, 2004, among ILFC Rhino I LLC, ILFC Rhino II LLC
    and the additional grantors named therein, as grantors, the
    Company, as servicer, Deutsche Bank Trust Company Americas, as
    indenture trustee, Citicorp North America Inc., as security
    trustee and credit facility agent, and Citibank N.A., as the
    operating bank (filed as an exhibit to Form 10-Q for the
    quarter ended March 31, 2004 and incorporated herein by
    reference).
|        | 10.5 |             |  | Aircraft Facility Agreement, dated as of
    May 18, 2004, among Whitney Leasing Limited, as borrower,
    the Company, as guarantor and the Bank of Scotland and the other
    banks listed therein providing up to $2,643,550,000 (plus
    related premiums) for the financing of aircraft (filed as an
    exhibit to Form 10-Q for the quarter ended June 30,
    2004 and incorporated herein by reference).                                                                                             
|        | 10.6 |             |  | $4,000,000,000 364-Day Revolving Credit
    Agreement, dated as of October 15, 2004, among the Company,
    CitiCorp USA, Inc., as Administrative Agent, and the other
    financial institutions listed therein (filed as an exhibit to the Original Form 10-K and incorporated herein by reference).                                                                                                                                                                                                         
|        | 10.7 |             |  | $2,000,000,000 Five-Year Revolving Credit
    Agreement, dated as of October 15, 2004, among the Company,
    CitiCorp USA, Inc., as Administrative Agent, and the other
    financial institutions listed therein (filed as an exhibit to the Original Form 10-K and incorporated herein by reference).                                                                                                                                                                                                       
|        | 12   |             |  | Computation of Ratio of Earnings to Fixed Charges
    and Preferred Stock Dividends (filed as an exhibit to the Original Form 10-K and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                      
|        | 21   |             |  | Subsidiaries of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 23   |             |  | Consent of PricewaterhouseCoopers LLP, dated
March 4, 2005 (filed as an exhibit to the Original
Form 10-K and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                               
|        | 31.1 |             |  | Rule 13a-14(a)/15d-14(a) Certification of
    Chairman of the Board and Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 31.2 |             |  | Rule 13a-14(a)/15d-14(a) Certification of
    Vice Chairman, Chief Financial Officer and Chief Accounting
    Officer.                                                                                                                                                                                                                                                                                                                                                                                         
|        | 32.1 |             |  | Certification under 18 U.S.C., Section 1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

11