##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
    FORM 10-K
 ANNUAL REPORT
    (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, 2007
  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
    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)       Title of each class

Name of each exchange on which registered6.375% Notes due March 15, 2009

New York Stock Exchange      x o
  o x
  x o
  Regulation S-K Form 10-K Form 10-K. x
  12b-2
 Large accelerated
    filer o

Accelerated
    filer oNon-accelerated
    filer x

Smaller reporting
    company o(Do not check if a smaller reporting company)   o x
    Form 10-K




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##### 





INTERNATIONAL
    LEASE FINANCE CORPORATION
  2007
    FORM 10-K
    ANNUAL REPORT
    TABLE OF CONTENTS
  PagePART IItem 1.

Business


1Item 1A.

Risk Factors


7Item 1B.

Unresolved Staff Comments


9Item 2.

Properties


9Item 3.

Legal Proceedings


11PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


12Item 6.

Selected Financial Data


12Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


13Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


24Item 8.

Financial Statements and Supplementary Data


25Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


25Item 9A.

Controls and Procedures


25Item 9B.

Other Information


27PART IIIItem 14.

Principal Accountant Fees and Services


27PART IVItem 15.

Exhibits and Financial Statement Schedules


27EXHIBIT 4.13EXHIBIT 4.14EXHIBIT 12EXHIBIT 23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




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##### Table of Contents



PART
    I  Item
    1.  Business  General
    Properties  Flight
    Equipment Properties 
    Commitments.
      Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.
  (310) 788-1999, (310) 788-1990,
    Aircraft
    Leasing
   1




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##### Table of Contents



Properties  Flight Equipment
             2




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##### Table of Contents



Flight
    Equipment Marketing
        Fleet
    Management Services
    Financing/Source
    of Funds
  Managements Discussion and Analysis
    of Financial Condition and Results of Operations.
 3




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##### Table of Contents



Customers
    Customers by Region2007


2006


2005Number





Number





Numberof





of





ofRegion

Customers (a)


%


Customers (a)


%


Customers (a)


%Europe


82



48.0
%


75



47.8
%


65



44.5
%Asia and the Pacific


38



22.2



32



20.4



33



22.6United States and Canada


25



14.6



23



14.6



24



16.5The Middle East and Africa


16



9.4



18



11.5



14



9.6Central and South America and Mexico


10



5.8



9



5.7



10



6.8171



100
%


157



100
%


146



100
%    (a)
    A customer is an airline with its own operating certificate.    Notes to Consolidated Financial
    Statements
    2007


2006


2005Amount


%


Amount


%


Amount


%(Dollars in thousands)Europe

$
2,060,196



44.9
%

$
1,806,744



45.3
%

$
1,667,784



47.9
%Asia and the Pacific


1,229,141



26.8



1,011,655



25.4



761,673



21.9United States and Canada


536,313



11.7



496,225



12.5



479,219



13.7The Middle East and Africa


528,095



11.5



419,460



10.5



319,867



9.2Central and South America and Mexico


233,866



5.1



250,864



6.3



253,667



7.3$
4,587,611



100
%

$
3,984,948



100
%

$
3,482,210



100
%     2007


2006


2005Amount


%


Amount


%


Amount


%(Dollars in thousands)China

$
714,181



15.6
%

$
563,299



14.1
%

$
410,310



11.8
%France


448,538



9.8



425,964



10.7



416,822



12.0United States


411,624



9.0



380,453



9.5



386,598



11.1   Competition
   4




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##### Table of Contents



Government
    Regulation
                    Employees
   5




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##### Table of Contents



Insurance
                Code of
    Ethics and Conduct
  www.aigcorporate.com
  Forward-Looking
    Statements
  Form 10-K Form 10-K
 6




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##### Table of Contents



Risk Factors
 Item
    1A.  Risk Factors  Risk
    Factors Affecting International Lease Finance
    Corporation
  Quantitative and Qualitative Disclosures about Market
    Risk
  Overall
    Airline Industry Risk
    
    Demand for air travel
    Competition between carriers
    Fuel prices and availability
    Labor costs and stoppages
    Maintenance costs
    Employee labor contracts
    Air traffic control infrastructure constraints
    Airport access
    Insurance costs and coverage
    Geopolitical events
    Security, terrorism and war
    Worldwide health concerns
    Equity and borrowing capacity
    Environmental concerns
    Government regulation
    Interest rates
    Overcapacity
    Natural disasters    
    a downward pressure on demand for the aircraft in our fleet and
    reduced market lease rates and lease margins;
    a higher incident of lessee defaults, lease restructurings and
    repossessions affecting net income due to maintenance,
    consulting and legal costs associated with the repossession, as
    well as lost revenue for the time the aircraft are off lease and
    possibly lower lease rates from the new lessees;
    a higher incident of situations where we engage in restructuring
    lease rates for our troubled customers which reduces overall
    lease revenue;
    an inability to immediately place new and used aircraft when
    they become available through our purchase commitments and
    regular lease terminations on commercially acceptable terms,
    resulting in lower lease margins due to aircraft not earning
    revenue and resulting in payments of storage, insurance and
    maintenance costs; and
    a loss if our aircraft is damaged or destroyed by an event
    specifically excluded from the insurance policy such as dirty
    bombs, bio-hazardous materials and electromagnetic pulsing. 7




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##### Table of Contents



Airframe,
    Engine and Other Manufacturer Risks
    
    missed or late delivery of aircraft ordered by us and an
    inability to meet our contractual obligations to our customers,
    resulting in lost or delayed revenues, lower growth rates and
    strained customer relationships;
    an inability to acquire aircraft and related components on terms
    which will allow us to lease those aircraft to customers at a
    profit, resulting in lower growth rates or a contraction in our
    fleet;
    a market place with too many aircraft available, creating
    downward pressure on demand for the aircraft in our fleet and
    reduced market lease rates;
    poor customer support from the manufacturers of aircraft and
    components resulting in reduced demand for a particular
    manufacturers product, creating downward pressure on
    demand for those aircraft in our fleet and reduced market lease
    rates for those aircraft; and
    reduction in our competitiveness due to deep discounting by the
    manufacturers, which may lead to reduced market lease rates and
    may impact our ability to remarket or sell some of the aircraft
    in our fleet.  Borrowing
    Risks
  Liquidity
  
    an inability to acquire aircraft, for which we have signed
    contracts, resulting in lower growth, lost revenue and strained
    manufacturer and customer relationships; and
    an inability to meet our debt maturities as they become due,
    resulting in payment defaults, non-compliance with debt
    covenants, reduced credit ratings and an inability to access
    certain debt markets.  Interest Rate Risks
    Other
    Risks
  Residual Value Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Critical
    Accounting Polices and
 8




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##### Table of Contents



Estimates  Flight Equipment.
  Obsolescence Risk long-lived
  Credit Risk 
    Key Personnel
  Foreign Currency Risk
  Relationship with AIG 
  Accounting Pronouncements
 Item
    1B.  Unresolved Staff Comments   Item
    2.  Properties  Flight
    Equipment
     9




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##### Table of Contents



Aircraft Type

2008


2009


2010


2011


2012


2013


2014


2015


2016


2017


2018


2019


Total737-300/400/500


11



12



13



10



5



1



1



1



1















55737-600/700/800


4



24



14



32



28



19



9



16



17



8



9



2



182757-200


4



13



14



6



9



7



6



5



















64767-200


2











1



































3767-300


6



9



9



9



11



3



2



2



















51777-200






6



5



7



9



6











5



1











39777-300










2



3



1



1















8



8



6



29747-200/300






2



1







































3747-400






2



1



8



5



1



























17MD-83










1







































1MD-11






1



1











3



3























8A300-600R


1



2



2



























1











6A310


1



1



4



1



































7A319


2



10



8



4



13



17



10



8



12



16



10



9



119A320


8



17



17



17



19



19



15



5



15



1



2



4



139A321






19



10



11



5



6



5







8



5











69A330-200


3



11



8



5



12



11



3







1



1











55A330-300






8



2



6



3



3



2



1



















25A340-300






1



3



4



3



3



1























15A340-600


3



















1







2



2



2



2



1



13Total


45



138



115



124



123



101



57



40



61



43



31



22



900      Commitments
    Aircraft Type

2008


2009


2010


2011


2012


2013


2014


2015


2016


2017


Total737-700/800(a)


21



6







5



5























37777-300ER


3



3



































6787-8/9(a)










10



10



4



4



10



15



15



6



74A319-100


10



10



2































22A320-200(a)


22



13



3































38A321-200(a)


9



5



































14A330-200/300(a)


8



5



































13A350XWB-800/900/1000(a)


























2



4



8



6



20A380-800(b)






















5



3



2











10Total


73



42



15



15



9



9



15



21



23



12



234    (a)
    We have the right to designate the size of the aircraft within
    the specific model type at specific dates prior to contractual
    delivery.  (b)
    Subject to cancellation option by no later than June 30,
    2010, which would reduce the total future purchase commitments.  Managements Discussion and Analysis of Financial
    Condition and Results of Operations.
 10




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##### Table of Contents



non-refundable
      Number of


NumberDelivery Year

Aircraft


Leased


% Leased2008


73



73



100
%2009


42



40



95
%2010


15



12



80
%2011


15



9



60
%2012


9



2



22
%Thereafter


80



2



3
%     Facilities
    Item 3.
    Legal
    Proceedings  737-300
 11




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##### Table of Contents



PART II  Item
    5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities   Item 6. Selected
    Financial Data  Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations
  Years Ended December 31,2007


2006


2005


2004


2003(Dollar amounts in thousands)Operating Data:Rentals of flight equipment

$
4,587,611


$
3,984,948


$
3,482,210


$
2,955,524


$
2,807,211Flight equipment marketing


30,613



71,445



66,737



77,664



28,988Flight equipment marketing  securitization














32,854



23,245Interest and other income


111,599



86,304



61,426



93,844



17,907Total revenues


4,729,823



4,142,697



3,610,373



3,159,886



2,877,351Expenses


3,814,938



3,426,590



2,936,190



2,491,779



2,236,545Income before income taxes


914,885



716,107



674,183



668,107



640,806Net income


604,366



499,267



438,349



462,006



435,481Ratio of Earnings to Fixed Charges and Preferred Stock
    Dividends(a):


1.52
x


1.43
x


1.50
x


1.62
x


1.58
xBalance Sheet Data:Flight equipment under operating leases (net of accumulated
    depreciation)

$
41,797,660


$
38,475,949


$
34,748,932


$
30,505,422


$
28,190,689Net investment in finance and
    sales-type
    leases


307,083



283,386



308,471



307,466



303,373Total assets


44,874,664



42,035,528



37,530,327



34,007,900



31,291,562Total debt(b)


30,451,279



28,860,242



26,104,165



23,175,596



21,852,743Shareholders equity


7,028,779



6,574,998



6,172,562



5,329,937



4,856,504Other Data:Aircraft lease portfolio at period end(c):Owned


900



824



746



667



611Leased in


2



2











Subject to finance and sales-type leases


9



10



17



9



9Aircraft sold or remarketed during the period


9



21



29



49



39        (b)
    Includes subordinated debt, capital lease obligations and
    synthetic lease obligations when applicable and does not include
    foreign currency adjustment related to foreign currency
    denominated debt swapped into $US.  Properties 
    Flight Equipment.
 12




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##### Table of Contents



Item
    7.  Managements Discussion and Analysis of
    Financial Condition and Results of Operations  Overview
    and Industry Condition
          Notes to
    Consolidated Financial Statements
      74 787-8s
 13




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##### Table of Contents



Critical
    Accounting Policies and Estimates
      Lease Revenue Past-due take-off
    Flight Equipment Marketing
  Flight Equipment
   14




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##### Table of Contents



Accounting for the Impairment or Disposal
    of Long-Lived Assets Risk Factors
  Provision for Overhauls
    Derivative Financial Instruments: Accounting for Derivative
    Instruments and Hedging Activities,
  Income Taxes:
 15




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##### Table of Contents



Accounting for Income
    Taxes.
  Financial
    Condition
  Properties 
    Commitments
  December 31,


December 31,


December 31,2007


2006


2005(Dollars in thousands)Public bonds and medium-term notes

$
21,360,020


$
21,317,011


$
18,552,809Bank and other term debt


3,625,274



3,818,688



4,014,573Subordinated debt


1,000,000



1,000,000



1,000,000Total public debt, bank debt and subordinated debt


25,985,294



26,135,699



23,567,382Commercial paper


4,498,555



2,757,647



2,625,409Less: Deferred debt discount


(32,570
)


(33,104
)


(38,882
)Total debt financing

$
30,451,279


$
28,860,242


$
26,153,909Composite interest rate, including the effect of all derivative
    instruments


5.16%



5.24%



5.00%Percentage of total debt at fixed rate


73.84%



78.88%



79.03%Composite interest rate on fixed debt


5.17%



5.12%



5.03%Bank prime rate


7.25%



8.25%



7.25%    16




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##### Table of Contents



Public
    Debt
    Maximum


Issued as of


Issued as ofOffering


December 31, 2007


February 25, 2008(Dollars in millions)Registration statement dated August 16, 2006 (including
    $10.0 billion Medium-Term Note Program)


Unlimited
(a)

$
4,650


$
4,975Registration statement dated November 22, 2002 (including
    $2.88 billion Medium-Term Note Program and
    $1.0 billion Retail Medium-Term Note Program)

$
6,080
(b)


5,922



5,952Euro Medium-Term Note Programme dated September 2006(c)(d)


7,000



3,832



3,832    (a)
    Includes $645 million, which was incorporated into the
    registration statement from a prior registration statement. As a
    result of our Well Known Seasoned Issuer (WKSI)
    status, we have an unlimited amount of debt securities
    registered for sale.  (b)
    Includes $1.08 billion, which was incorporated into the
    registration statement from a prior registration statement,
    increasing the maximum offering from $5.0 billion to
    $6.08 billion.  (c)
    We have hedged the foreign currency risk of the notes through
    foreign currency swaps.  (d)
    This is a perpetual program. As a bond issue matures, the
    principal amount of that bond becomes available for new
    issuances under the program.  Bank Term
    Debt
        Subordinated
    Debt
   17




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##### Table of Contents



(ii) 10-year (iii) 30-year
  Commercial
    Paper
  Bank Commitments
  Bank
    Commitments
    Other
    Variable Interest Entities
      Derivatives
  Accounting for Derivative
    Instruments and Hedging Activities
     18




---



##### Table of Contents



Market
    Liquidity Risks
      Credit
    Market Environment
   19




---



##### Table of Contents



Existing
    Commitments
  Commitments Due by YearTotal


2008


2009


2010


2011


2012


Thereafter(Dollars in thousands)Public and Bank Term Debt

$
25,985,294


$
4,611,083


$
4,118,845


$
4,266,375


$
4,447,682


$
4,093,678


$
4,447,631Commercial Paper


4,498,555



4,498,555



















Interest Payments on Debt Outstanding(a)(b)


7,507,618



1,287,682



1,055,251



825,646



585,550



321,393



3,432,096Operating Leases(c)


87,194



9,303



10,690



11,407



11,870



12,352



31,572Pension Obligations(d)


3,065



432



467



507



547



553



559Tax Benefit Sharing Agreement Due to AIG


85,000







85,000















Loan Commitments


43,854



43,854



















Purchase Commitments


20,103,800



4,173,900



2,573,700



1,278,600



1,382,800



712,300



9,982,500Total

$
58,314,380


$
14,624,809


$
7,843,953


$
6,382,535


$
6,428,449


$
5,140,276


$
17,894,358   Contingent
    Commitments
  Contingency Expiration by YearTotal


2008


2009


2010


2011


2012


Thereafter(Dollars in thousands)Put Options(e)

$
343,550


$



$



$



$



$
78,950


$
264,600Asset Value Guarantees(e)


142,216



27,000











27,841







87,375Loan Guarantees(e)


31,802























31,802Lines of Credit


50,000











50,000











Total(f)

$
567,568


$
27,000


$



$
50,000


$
27,841


$
78,950


$
383,777    (a)
    Future interest payments on floating rate debt are estimated
    using floating interest rates in effect at December 31,
    2007.  (b)
    Includes the effect of interest rate and foreign currency
    derivative instruments.  (c)
    Excludes fully defeased aircraft sale-lease back transactions.  (d)
    Our pension obligations are a part of intercompany expenses,
    which AIG allocates to us on an annual basis. The amount is an
    estimate of such allocation. The column Thereafter
    consists of the 2013 estimated allocation. The amount allocated
    has not been material to date.  (e)
    From time to time we participate with airlines, banks, and other
    financial institutions to assist in financing aircraft by
    providing asset value guarantees, put options or loan guarantees
    collateralized by aircraft. As a result, should we be called
    upon to fulfill our obligations, we would have recourse to the
    value of the underlying aircraft. To the extent that the value
    of the underlying aircraft is less than the guarantee, we would
    record a loss. Guarantees entered into after December 31,
    2002, are recorded at fair value in accordance with FIN
    No. 45, Guarantors Accounting and Disclosure
    Requirements for Guarantees, Including Indirect Guarantees at
    Indebtedness of Others. See Note A of Notes to
    Consolidated Financial Statements.  (f)
    Excluded from total contingent commitments are
    $63.8 million of unrecognized tax benefits, excluding
    interest and penalties. The amounts are included in Current
    income taxes on our 2007 Consolidated Balance Sheet. The future
    cash flows of these liabilities are uncertain and we are unable
    to make reasonable estimates of the outflows. Also see
    Note G of Notes to Consolidated Financial Statements. 20




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##### Table of Contents



Results
    of Operations
  2007
    Compared to 2006
         21




---



##### Table of Contents



ILFC
    Composite Interest Rates and Prime Rates
  
  Accounting for Derivatives and Hedging
    Activities Notes to
    Consolidated Financial Statements
      Notes to the Consolidated Financial Statements
    Notes to Consolidated Financial
    Statements.
 22




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##### Table of Contents



Notes to the
    Consolidated Financial Statements
    2006
    Compared to 2005
          Accounting for Derivatives and Hedging
    Activities Notes to
    Consolidated Financial Statements
     23




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##### Table of Contents



Notes
    to the Consolidated Financial Statements
    
    (2006) $20.1 million related to a notes receivable
    write-down related to a lessee under bankruptcy protection; and
    (2005) $38.3 million related to the restructuring of
    ownership of aircraft in certain lease transactions in Australia
    (see Note J of Notes to Consolidated Financial
    Statements), and $11.7 million related to a write-down
    of notes receivable in 2005.      Notes to the
    Consolidated Financial Statements
    New
    Accounting Pronouncements
  Accounting
    for Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109.
  Fair Value Measurements.
  157-1, Application of SFAS No. 13 and Other Accounting
    Pronouncements that Address Fair Value Measurements for Purposes
    of Lease Classification or Measurement Under
    Statement 13.
  The Fair Value Option for Financial Assets and
    Financial Liabilities.
  Noncontrolling interest in Consolidated Financial
    Statements, an amendment of Accounting Research Bulletin
    No. 51.
  Notes to
    Consolidated Financial Statements.
  Item
    7A. Quantitative and Qualitative Disclosures About
    Market Risk   24




---



##### Table of Contents



re-pricing re-priced.
  ILFC
    Market Risk
  December 31, 2007


December 31, 2006Average


High


Low


Average


High


Low(Dollars in millions)Combined

$
70.0


$
102.3


$
38.5


$
151.5


$
208.7


$
102.3Interest Rate


69.9



102.2



38.8



151.3



208.0



102.2Currency


0.9



1.2



0.7



0.9



1.6



0.3    Item
    8.  Financial Statements and Supplementary
    Data    Item
    9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   Item 9A.  Controls
    and Procedures  (A) Evaluation
    of Disclosure Controls and Procedures
   25




---



##### Table of Contents



Rules 13a-15(e) 15d-15(e)
  (B) Managements
    Report on Internal Control over Financial Reporting
      Internal Control 
    Integrated Framework Internal Control  Integrated
    Framework
    Variable
    Interest Entities
    (C) Changes
    in Internal Control Over Financial Reporting
   Form 10-K
 26




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##### Table of Contents



Remediation
    of material weakness
    
    established enhanced procedures performed by accounting
    personnel over documentation with respect to hedge accounting;
    established review of ineffectiveness measures by qualified
    personnel to ensure acceptable methods are used.   Item
    9B. Other Information    PART
    III  Item
    14.  Principal Accountant Fees and
    Services    2007


2006Audit Fees(a)

$
1,300,000


$
2,423,000Tax Fees(b)


398,890



319,306Total Fees

$
1,698,890


$
2,742,306      (a)
    
    Audit Fees consist of fees for professional services provided in
    connection with the audits of our financial statements, services
    rendered in connection with our registration statements filed
    with the Securities and Exchange Commission, the delivery of
    consents and the issuance of comfort letters. This also includes
    Sarbanes-Oxley Section 404 work performed at ILFC for
    AIGs 2007 and 2006 assessment.(b)
    
    Tax Fees consist of the aggregate fees for services rendered for
    tax compliance, tax planning and tax advice.   PART
    IV  Item
    15.  Exhibits and Financial Statement
    Schedules     27




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##### Table of Contents



INTERNATIONAL
    LEASE FINANCE CORPORATION AND SUBSIDIARIES
  FORM 10-K
 Items 8, 15(a), and 15(b)
  INDEX OF CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
    PageReport of Independent Registered Public Accounting Firm


31Consolidated Financial Statements:Balance Sheets at December 31, 2007 and 2006


32Statements of Income for the years ended December 31, 2007,
    2006 and 2005


33Statements of Shareholders Equity for the years ended
    December 31, 2007, 2006 and 2005


34Statements of Cash Flows for the years ended December 31,
    2007, 2006 and 2005


35Notes to Consolidated Financial Statements


37     Report of Independent Registered Public Accounting Firm on
    Financial Statements Schedule


58   Schedule Number


Description

PageII


Valuation
    and Qualifying Accounts


59       ExhibitNumber


Description3.1


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). 28




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##### Table of Contents



ExhibitNumber


Description3.12


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. 333-49566
    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


Seventh Supplemental Indenture, dated as of October 8,
    2004, to the indenture between the Company and U.S. Bank
    National Association (filed as an exhibit to
    Form 8-K
    dated October 14, 2004 and incorporated herein by
    reference).4.12


Eighth Supplemental Indenture, dated as of October 5, 2005,
    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, 2005 and incorporated
    herein by reference..4.13


Ninth Supplemental Indenture, dated as of October 5, 2006,
    to the indenture between the Company and U.S. Bank National
    Association.4.14


Tenth Supplemental Indenture, dated as of October 9, 2007,
    to the indenture between the Company and U.S. Bank National
    Association.4.15


Agency Agreement (Amended and Restated), dated
    September 15, 2006, by and among the Company, Citibank,
    N.A. and Dexia Banque Internationale à Luxembourg,
    société anonyme (filed as an exhibit to
    Form 8-K,
    event date September 20, 2006 and incorporated herein by
    reference).4.16


Supplemental Agency Agreement, dated September 7, 2007,
    among the Company, Citibank, N.A. and Dexia Banque
    Internationale à Luxembourg, société anonyme
    (filed as an exhibit to
    Form 8-K,
    event date September 7, 2007 and incorporated herein by
    reference).4.17


Indenture, dated as of August 1, 2006, between the Company
    and Deutsche Bank Trust Company Americas, as Trustee (filed
    as Exhibit 4.1 to Registration Statement
    No. 333-136681
    and incorporated herein by reference). 29




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##### Table of Contents



ExhibitNumber


Description10.1


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


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 $2,643,660,000 (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) and, as most recently amended, as of May 30,
    2006, to increase the size of the facility to $3,643,660,000 and
    May 30, 2007, to extend the termination until May 2008.10.3


$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
    Form 10-K
    for the year ended December 31, 2004 and incorporated
    herein by reference).10.4


Amendment No. 1 to the $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
    Form 8-K,
    event date October 18, 2006, and incorporated herein by
    reference).10.5


$2,000,000,000 Five-Year Revolving Credit Agreement dated as of
    October 14, 2005, among the Company, CitiCorp USA, Inc
    as Administrative Agent, and the other financial institutions
    listed therein (filed as an exhibit to Form 8-K, event date
    October 14, 2005, and incorporated herein by reference).10.6


Amendment No. 1 to the $2,000,000,000 Five-Year Revolving
    Credit Agreement dated as of October 14, 2005, among the
    Company, CitiCorp USA, Inc., as Administrative Agent, and the
    other financial institutions listed therein (filed as an exhibit
    to
    Form 8-K,
    event date October 18, 2006, and incorporated herein by
    reference).10.7


$2,500,000,000
    Five-Year
    Revolving Credit Agreement, dated as of October 13, 2006,
    among the Company, CitiCorp USA, Inc., as Administrative Agent,
    and the other financial institutions listed therein (filed as an
    exhibit to
    Form 8-K
    event date October 18, 2006 and incorporated herein by
    reference).12


Computation of Ratio of Earnings to Fixed Charges and Preferred
    Stock Dividends.23


Consent of PricewaterhouseCoopers LLP.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.  30




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  To The
    Shareholders and Board of Directors
         31




---



##### Table of Contents



INTERNATIONAL
    LEASE FINANCE CORPORATION AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands, except share and per share amounts)
  December 31,2007


2006ASSETSCash, including interest bearing accounts of
    $171,609 (2007) and $154,812 (2006)

$
182,772


$
157,120Current income taxes


138,405



448,343Notes receivable, net of allowance


111,427



148,558Net investment in finance and sales-type leases


307,083



283,386Flight equipment under operating leases


52,174,479



47,200,028Less accumulated depreciation


10,376,819



8,724,07941,797,660



38,475,949Deposits on flight equipment purchases


794,239



1,077,444Lease receivables and other assets


428,836



476,670Derivative assets


907,793



738,620Variable interest entities assets


112,059



124,734Deferred debt issue costs  less accumulated amortization
    of
    $110,017 (2007) and $83,977 (2006)


94,390



104,704$
44,874,664


$
42,035,528LIABILITIES AND SHAREHOLDERS EQUITYAccrued interest and other payables

$
461,496


$
417,424Tax benefit sharing payable to AIG


85,000



245,000Debt financing, net of deferred debt discount of
    $32,570 (2007) and $33,104 (2006)


29,451,279



27,860,242Subordinated debt


1,000,000



1,000,000Foreign currency adjustment related to foreign currency
    denominated debt


968,600



677,402Derivative liabilities


44,074



Security deposits on aircraft, overhauls and other


1,441,870



1,281,833Rentals received in advance


251,381



223,313Deferred income taxes


4,135,137



3,747,141Variable interest entities liabilities


7,048



8,175Commitments and contingencies  Note JSHAREHOLDERS EQUITYMarket Auction Preferred Stock, $100,000 per share liquidation
    value; Series A and  B (2007 and 2006), each series having
    500 shares issued and outstanding


100,000



100,000Common stock  no par value; 100,000,000 authorized shares,
    45,267,723 shares issued and outstanding


1,053,582



1,053,582Paid-in capital


593,455



591,757Accumulated other comprehensive (loss) income


(106,219
)


2,718Retained earnings


5,387,961



4,826,941Total shareholders equity


7,028,779



6,574,998$
44,874,664


$
42,035,528    32




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##### Table of Contents



INTERNATIONAL
    LEASE FINANCE CORPORATION AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF INCOME
 (Dollars in thousands)
  Years Ended December 31,2007


2006


2005REVENUES:Rental of flight equipment

$
4,587,611


$
3,984,948


$
3,482,210Flight equipment marketing


30,613



71,445



66,737Interest and other


111,599



86,304



61,4264,729,823



4,142,697



3,610,373EXPENSES:Interest


1,612,886



1,469,650



1,164,432Effect from derivatives, net of change in hedged items due to
    changes in foreign exchange rates


5,310



(49,709
)


(46,095
)Depreciation of flight equipment


1,736,277



1,570,296



1,372,103Provision for overhauls


290,134



249,181



260,008Flight equipment rent


18,000



18,968



Selling, general and administrative


152,331



148,097



135,757Other expenses






20,107



49,9853,814,938



3,426,590



2,936,190INCOME BEFORE INCOME TAXES


914,885



716,107



674,183Provision for income taxes


310,519



216,840



235,834NET INCOME

$
604,366


$
499,267


$
438,349    33




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##### Table of Contents







INTERNATIONAL
    LEASE FINANCE CORPORATION AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 (Dollars in thousands)
  Market Auction











AccumulatedPreferred Stock


Common Stock





OtherNumber





Number








Comprehensiveof





of





Paid-in


Income


RetainedShares


Amount


Shares


Amount


Capital


(Loss)


Earnings


TotalBalance at December 31, 2004


1,000


$
100,000



42,198,119


$
653,582


$
579,955


$
22,825


$
3,973,575


$
5,329,937Issuance of common stock










3,069,604



400,000















400,000Common stock dividends


























(37,000
)


(37,000
)Preferred stock dividends


























(4,650
)


(4,650
)Comprehensive income:Net income


























438,349



438,349Other comprehensive incomeCash flow derivative transactions (net of tax of $24,323)






















45,172







45,172Change in unrealized appreciation securities available-for-sale
    (net of tax of ($859))






















(1,596
)






(1,596
)Comprehensive income:






























481,925Other(a)


















7,529







(5,179
)


2,350Balance at December 31, 2005


1,000



100,000



45,267,723



1,053,582



587,484



66,401



4,365,095



6,172,562Common stock dividends


























(32,000
)


(32,000
)Preferred stock dividends


























(5,421
)


(5,421
)Comprehensive income:Net income


























499,267



499,267Other comprehensive incomeCash flow derivative transactions (net of tax of ($33,858))






















(62,879
)






(62,879
)Change in unrealized appreciation securities available-for-sale
    (net of tax of ($433))






















(804
)






(804
)Comprehensive income






























435,584Other(a)


















4,273











4,273Balance at December 31, 2006


1,000



100,000



45,267,723



1,053,582



591,757



2,718



4,826,941



6,574,998Common stock dividends


























(38,000
)


(38,000
)Preferred stock dividends


























(5,346
)


(5,346
)Comprehensive Income:Net income


























604,366



604,366Other comprehensive income:Cash flow derivative transactions (net of tax of ($58,565))






















(108,762
)






(108,762
)Change in unrealized appreciation securities available-for-sale
    (net of tax of ($94))






















(175
)






(175
)Comprehensive income






























495,429Other(a)


















1,698











1,698Balance at December 31, 2007


1,000


$
100,000



45,267,723


$
1,053,582


$
593,455


$
(106,219
)

$
5,387,961


$
7,028,779     (a)
    In March 2005, we adjusted Retained Earnings and Paid-in Capital
    by $5,179 for certain prior period compensation costs related to
    an incentive plan of AIG. See Note B of Notes to
    Consolidated Financial Statements. We recorded an additional
    $2,350 in Paid-in Capital during 2005, $4,273 during 2006 and
    $1,698 during 2007 for compensation and other expenses paid by
    AIG on our behalf for which we were not required to pay.   34




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##### Table of Contents





INTERNATIONAL
    LEASE FINANCE CORPORATION AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Dollars in thousands)
  Years Ended December 31,2007


2006


2005OPERATING ACTIVITIES:Net income

$
604,366


$
499,267


$
438,349Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation of flight equipment


1,736,277



1,570,296



1,372,103Deferred income taxes


446,655



711,129



416,721Change in fair value of derivative instruments


(292,426
)


(591,331
)


683,004Foreign currency adjustment of non-US$ denominated debt


503,600



577,431



(692,981
)Amortization of deferred debt issue costs


30,229



30,558



22,692Other, including foreign exchange adjustments on foreign
    currency denominated cash


(331
)


(9,114
)


6,118Changes in operating assets and liabilities:Decrease in notes receivable


15,752



35,032



20,585Decrease (increase) in lease receivables and other assets


88,579



(8,921
)


112,022Increase (decrease) in accrued interest and other payables


28,440



(2,323
)


96,880Decrease (increase) in current income taxes


309,938



(299,944
)


(141,892
)Decrease in tax benefit sharing payable to AIG


(160,000
)






Increase in rentals received in advance


28,068



35,356



27,079Change in unamortized debt discount


4,322



5,777



(9,380
)Net cash provided by operating activities


3,343,469



2,553,213



2,351,300INVESTING ACTIVITIES:Acquisition of flight equipment under operating leases


(4,705,376
)


(5,268,130
)


(5,344,801
)Payments for deposits and progress payments


(485,234
)


(754,786
)


(829,913
)Proceeds from disposal of flight equipment  net
    of gain


186,912



690,086



454,512Advance on notes receivable






(48,616
)


(39,100
)Collections on notes receivable


17,607



63,890



25,035Collections on finance and sales-type leases  net of
    income amortized


55,774



25,085



29,163Other


5,749



(12,464
)


7,709Net cash used in investing activities


(4,924,568
)


(5,304,935
)


(5,697,395
)FINANCING ACTIVITIES:Issuance of common stock










400,000Net change in commercial paper


1,740,908



132,238



(49,839
)Proceeds from debt financing


3,783,374



6,406,169



7,421,098Payments in reduction of debt financing


(4,146,181
)


(3,896,007
)


(4,451,706
)Debt issue costs


(23,702
)


(41,711
)


(56,577
)Payment of common and preferred dividends


(39,086
)


(37,421
)


(41,650
)Increase in customer deposits


289,038



176,816



195,086Net cash provided by financing activities


1,604,351



2,740,084



3,416,412Net (decrease) increase in cash


23,252



(11,638
)


70,317Effect of exchange rate changes on cash


2,400



10,798



(12,104
)Cash at beginning of year


157,120



157,960



99,747Cash at end of year

$
182,772


$
157,120


$
157,960   (Table continued on following page)
 35




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##### Table of Contents



INTERNATIONAL
    LEASE FINANCE CORPORATION AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Dollars in thousands)
   Years Ended December 31,2007


2006


2005SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:Cash paid (received) during the year for:Interest, excluding interest capitalized of $37,192 (2007),
    $48,038 (2006) and $54,097 (2005))

$
1,606,049


$
1,370,472


$
1,101,409Income taxes, net


(286,763
)


(194,346
)


(38,994
)   2007:$640,981 of Deposits on flight equipment purchases was applied
    to Acquisition of flight equipment under operating leases.$127,458 was reclassed from Security and other deposits to
    Deposits on flight equipment for concessions received from
    manufacturers.An aircraft previously accounted for as an operating lease was
    converted into a finance lease in the amount of $74,426Certain credits from aircraft and engine manufacturers in the
    amount of $41,680 reduced the basis of Flight equipment
    under operating leases and increased Lease receivables and other
    assets.$9,120 of Notes receivable and $5,529 of Lease receivable
    and other assets were exchanged for Flight equipment
    of $14,649.2006:$825,804 of Deposits on flight equipment purchases was applied
    to Acquisition of flight equipment under operating leases.Notes in the amount of $6,000 were received as partial payment
    for flight equipment sold with a net book value of $63,665.Certain credits from aircraft and engine manufacturers in the
    amount of $100,535 reduced the basis of Flight equipment under
    operating leases and increased Lease receivables and other
    assets.2005:$931,619 of Deposits on flight equipment purchases was applied
    to Acquisition of flight equipment under operating leases.Accounts receivable in the amount of $29,706 were received as a
    payment for flight equipment sold. Full cash payment was
    subsequently received.Notes receivable in the amount of $23,802 were used as payment
    for the acquisition of aircraft ($19,765) and investments
    ($4,037).Aircraft previously accounted for as operating leases were
    converted into finance and sales-type leases in the amount of
    $30,168.$5,179 was adjusted in Retained earnings and Paid-in capital as
    a result of an adjustment for certain prior period compensation
    costs related to an incentive plan of ILFCs parent, AIG.Certain credits from aircraft and engine manufacturers in the
    amount of $161,648 reduced the basis of Flight equipment under
    operating leases and increased Lease receivables and other
    assets.    36




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##### Table of Contents



INTERNATIONAL
    LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars in thousands)
  Note A
     Summary of Significant Accounting Policies
  Organization:
  Parent Company:
  Principles of Consolidation: Consolidation of
    Variable Interest Entities
  Variable Interest Entities: cross-collateralized
  Intercompany Allocations and Fees:
 37




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note A  Summary of Significant Accounting Policies
    (Continued)
     December 31,2007


2006


2005Expense (income):Allocation of corporate costs from AIG

$
12,877


$
7,507


$
8,050Management services paid to subsidiaries of AIG


726



643



587Management fees received


(9,878
)


(9,678
)


(9,833
)Asset (liability):Taxes benefit sharing payable to AIG


(85,000
)


(245,000
)Accrued corporate costs payable to AIG


(1,495
)


(1,805
)Accrued dividend payable to AIG


(4,260
)


Income taxes receivable from AIG


138,405



448,343Medium term notes


(200,000
)


(200,000
)Net (payable) receivable for management fees and other


(577
)


444     Lease Revenue:
        Initial Direct Costs: No. 88-1, Issues Relating to Accounting for Leases. Accounting for Leases.
  Flight Equipment Marketing:
 38




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note A  Summary of Significant Accounting Policies
    (Continued)
   Provision for Overhauls:
    Cash:
  Foreign Currency:
  Flight Equipment:
        Accounting for
    the Impairment or Disposal of Long-Lived Assets
 39




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note A  Summary of Significant Accounting Policies
    (Continued)
     Capitalized Interest:
  Deferred Debt Issue Costs:
  Derivative Financial Instruments: Accounting for Derivative
    Instruments and Hedging Activities,
        Other Comprehensive Income (Loss): Reporting Comprehensive Income.
 40




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note A  Summary of Significant Accounting Policies
    (Continued)
   Guarantees: Guarantors Accounting
    and Disclosure Requirements for Guarantees, including Indirect
    Guarantees of Indebtedness of Others. Accrued interest and other payables
  Income Taxes:
    Accounting for Income Taxes.
  Stock-based Compensation:
  Use of Estimates:
  Reclassifications:
  New Accounting Pronouncements: Accounting for
    Uncertainty in Income Taxes Accounting for Income Taxes Accounting for Income
    Taxes
 41




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note A  Summary of Significant Accounting Policies
    (Continued)
     Fair Value Measurements Position 157-1, Application of FASB Statement No. 13 and
    Other Accounting Pronouncements That Address Fair Value
    Measurements for Purposes of Lease Classification or Measurement
    under Statement 13,
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities instrument-by-instrument
  Non-controlling Interests in Consolidated Financial
    Statements, an amendment of Accounting Research
    Bulletin No. 51
 42




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note
    B  Notes Receivable
    2007


2006Fixed rate notes with varying interest rates up to 9%

$
10,116


$
28,779LIBOR based notes with spreads ranging from .5% to 3.3%


101,311



119,779$
111,427


$
148,558     2008

$
12,1362009


16,3092010(a)


50,7232011


4822012


515Thereafter


31,262$
111,427     (a)
    Includes a balloon payment for a note related to a sale of
    flight equipment.  Note
    C  Net Investment in Finance and Sales-type
    Leases
    December 31,


December 31,2007


2006Total lease payments to be received

$
377,977


$
369,624Estimated residual values of leased flight equipment
    (unguaranteed)


190,737



135,039Less: Unearned income


(261,631
)


(221,277
)Net investment in finance and sales-type leases

$
307,083


$
283,386     2008

$
34,5532009


105,0882010


26,0342011


25,5342012


40,312Thereafter


146,456Total minimum lease payments to be received

$
377,977  43




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note C  Net Investment in Finance Leases
    (Continued)
    Note
    D  Debt Financing
    2007


2006Commercial Paper

$
4,498,555


$
2,757,647Public Bonds and Medium-Term Notes


21,360,020



21,317,011Bank Term Debt


3,625,274



3,818,688Subordinated Debt


1,000,000



1,000,000Less: Deferred Debt Discount


(32,570
)


(33,104
)$
30,451,279


$
28,860,242     Commercial
    Paper
    Bank
    Commitments
    Public
    Bonds and Medium-Term Notes
    Maximum


Issued as ofOffering


December 31, 2007Registration statement dated August 16, 2006 (including
    $10.0 billion Medium-Term Note Program)


Unlimited


$
4,650,000Registration statement dated November 22, 2002 (including
    $2.88 billion Medium-Term Note program and
    $1.0 billion Retail Medium-Term Note Program)

$
6,080,000



5,922,000Euro Medium-Term Note Programme dated September 2006(a)


7,000,000



3,831,850    (a)
    This is a perpetual program. As a bond issue matures, the
    principal amount of that bond becomes available for new
    issuances under the program. 44




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note D  Debt Financing (Continued)
       Bank
    Term Debt
        Subordinated
    Debt
  (ii) 10-year (iii) 30-year
 45




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note D  Debt Financing (Continued)
     2008

$
4,611,0832009


4,118,8452010


4,266,3752011


4,447,6822012


4,093,678Thereafter


4,447,631$
25,985,294   Other
      Note
    E  Shareholders Equity
  Market
    Auction Preferred Stock
    Common
    Stock
    Accumulated
    Other Comprehensive Income
      2007


2006Cumulative unrealized (loss) gain related to cash flow hedges,
    net of tax

$
(106,510
)

$
2,252Cumulative unrealized gain related to securities available for
    sale, net of tax


291



466Total accumulated other comprehensive (loss) income

$
(106,219
)

$
2,718  46




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note
    F  Rental Income
   Year Ended2008

$
4,142,3812009


3,783,1022010


3,274,3082011


2,726,2582012


2,074,837Thereafter


4,920,656$
20,921,542     Note
    G  Income Taxes
   2007


2006


2005Current:Federal(a)

$
(145,650
)

$
(491,664
)

$
(180,243
)State


7,209



(3,472
)


(1,461
)Foreign


2,305



847



818(136,136
)


(494,289
)


(180,886
)Deferred(b):Federal


455,569



700,614



417,344State(c)


(8,914
)


10,515



(624
)446,655



711,129



416,720$
310,519


$
216,840


$
235,834    (a)
    Including U.S. tax on foreign income.  (b)
    Deferred taxes were also provided (charged) to other
    comprehensive income of $58,659, $34,291 and $(23,464) for the
    years ended December 31, 2007, 2006, and 2005, respectively.  (c)
    Includes a benefit of $12,854 in 2007, a charge of $1,275 in
    2006 and a benefit at $6,027 in 2005 for revaluation of state
    deferred taxes as a result of a change in our California
    apportionment factor. 47




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note G  Income Taxes (Continued)
     2007


2006Deferred Tax LiabilitiesAccelerated depreciation on flight equipment

$
4,442,225


$
3,943,544Straight line rents


26,512



19,598Derivatives


25,036



Other comprehensive income






1,464Investments






4,805Total Deferred Tax Liabilities

$
4,493,773


$
3,969,411Deferred Tax AssetsExcess of state income taxes not currently deductible

$
(13,260
)

$
(13,870
)Provision for overhauls


(131,498
)


(86,967
)Capitalized overhauls


(26,492
)


(28,295
)Rent received in advance


(56,806
)


(40,679
)Other comprehensive income


(57,195
)


Derivatives






(267
)Accruals and reserves


(48,583
)


(39,761
)Other


(24,802
)


(12,431
)Total Deferred Tax Assets

$
(358,636
)

$
(222,270
)Net Deferred Tax Liability

$
4,135,137


$
3,747,141     2007


2006


2005Computed expected provision at 35%

$
320,210


$
250,638


$
235,964State income tax, net of Federal


(1,108
)


4,578



(1,355
)FSC and ETI benefit






(46,744
)


(36,338
)Foreign Taxes


1,062



849



976Audit Adjustments(a)


1,709



6,502



24,770Other


(11,354
)


1,017



11,817Provision for Income Taxes

$
310,519


$
216,840


$
235,834    (a)
    We are periodically advised of certain IRS and other adjustments
    identified in the U.S. Consolidated AIG tax return which are
    attributable to our operations. Under our tax sharing
    arrangement, we provide a charge or credit for the effect of the
    adjustments and the related interest in the period we are
    advised of such adjustments and interest.   48




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note G  Income Taxes (Continued)
       A reconciliation of the beginning and ending amount of
    unrecognized tax benefits is as follows:
  2007Balance at January 1, 2007

$
38,381Additions based on tax positions related to the current year(a)


51,600Additions for tax positions of prior years


265Reductions for tax positions of prior years(b)


(12,688
)Settlements(c)


(13,782
)Balance at December 31, 2007

$
63,776    (a)
    Consists principally of FSC and ETI benefits related to 2007.  (b)
    Items attributable to prior restatements submitted to the IRS as
    adjustments.  (c)
    Amounts paid to AIG related to the settlement of prior years
    audit adjustments for the years 1991 to 1996. In addition, we
    paid $10,158 in interest and penalties.     49




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
   Note
    H  Other Information
  Concentration
    of Credit Risk
      Segment
    Information
    Geographical
    Concentration
      2007


2006


2005Amount


%


Amount


%


Amount


%Europe

$
2,060,196



44.9
%

$
1,806,744



45.3
%

$
1,667,784



47.9
%Asia/Pacific


1,229,141



26.8



1,011,655



25.4



761,673



21.9United States and Canada


536,313



11.7



496,225



12.5



479,219



13.7The Middle East and Africa


528,095



11.5



419,460



10.5



319,867



9.2Central, South America and Mexico


233,866



5.1



250,864



6.3



253,667



7.3$
4,587,611



100
%

$
3,984,948



100
%

$
3,482,210



100
%     2007


2006


2005Amount


%


Amount


%


Amount


%China

$
714,181



15.6
%

$
563,299



14.1
%

$
410,310



11.8
%France


448,538



9.8



425,964



10.7



416,822



12.0United States


411,624



9.0



380,453



9.5



386,598



11.1   Currency
    Risk
   50




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Transaction
    with Affiliate
    Note I  Employee
    Benefit Plans
    Pension
    Plans
      Stock-Based
    and Other Compensation Plans
    
    AIG 1999 Stock Option Plan Certain key employees of AIG and its subsidiaries and members of
    the AIG Board of Directors can be granted options to purchase a
    maximum of 45,000,000 shares of AIG common stock in the
    aggregate at prices not less than fair market value at the grant
    date. The maximum number of shares that may be granted to any
    one grantee is limited to 900,000 in any one year. Options
    generally vest over four years (25 percent vesting per
    year) and expire 10 years from the date of grant.  
    AIG 2002 Stock Incentive Plan Equity-based or equity-related awards with respect to shares of
    AIG common stock can be issued to employees of AIG and its
    subsidiaries in any year up to a maximum of that number of
    shares equal to (a) 1,000,000 shares plus (b) the
    number of shares available but not issued in the prior calendar
    year. The maximum award that a grantee may receive under the
    plan per year is rights with respect to 250,000 shares.  
    AIG 1996 Employee Stock Purchase Plan Eligible employees (those employed at least one year) of AIG and
    its subsidiaries may be granted the right to purchase up to an
    aggregate of 10,000,000 shares of AIG common stock at a
    price equal to 85 percent of the fair market value on the
    date of the grant of the purchase privilege. Purchase privileges
    are granted quarterly and are limited to the number of whole
    shares that can be purchased on an annual basis by an amount
    equal to the lesser of 10 percent of an employees annual
    salary or $10,000.  
    SICO Deferred Compensation Profit Participating Plans Starr International Company, Inc. (SICO) has
    provided a series of two-year Deferred Compensation Profit
    Participation Plans to certain employees of AIG and its
    subsidiaries (SICO Plans). The SICO Plans provide
    that shares of AIG common stock currently held by SICO are set
    aside for the benefit of the participant and distributed upon
    retirement. The SICO Board of Directors currently may permit an
    early payout of units under certain circumstances. 51




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note I  Employee Benefit Plans
    (Continued)
   
    AIG
    2005-2006
    Deferred Compensation Profit Participation Plan (AIG
    DCPPP) The AIG DCPPP provides equity-based compensation to key
    employees of AIG and its subsidiaries. The AIG DCPPP is modeled
    on the SICO Plans.  
    AIG Partners Plan Certain key employees of AIG and its subsidiaries can be granted
    compensation by the Compensation Committee of the Board of
    Directors under the Partners Plan. On June 26, 2006, the
    Compensation Committee approved two grants for performance based
    Restricted Stock Units for performance periods January 1,
    2006 to December 31, 2007 and January 1, 2007 to
    December 31, 2008. Both grants vest 50 percent on the
    fourth and ninth anniversaries of the first day of the related
    performance period. In addition, the Compensation Committee
    approved the performance metrics for the two grants prior to the
    date of grant.  
    ILFC Deferred Compensation Plan ILFC employees participate in the ILFC deferred compensation
    plan, which is a plan independent of AIG. At the time of the
    grant, the employees choose to receive AIG stock or cash at the
    vesting date. The vesting period is three years after the grant
    date. The grant is forfeited at termination of employment.  
    ILFC Long-Term Incentive Plan Senior ILFC employees participate in the ILFC Long-Term
    Incentive Plan, which is a plan independent of AIG. At the time
    of the grant employees receive a cash award. The pay-out of the
    cash award will vary depending on the performance of ILFC during
    the vesting period. The performance period is three years. The
    grant is forfeited at termination of employment.  Share-Based
    Payment
  Note
    J  Commitments and Contingencies
  Aircraft
    Orders
       52




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note J  Commitments and Contingencies
    (Continued)
     Asset
    Value Guarantees
    Other
    Guarantees
    Stand
    by Lines of Credit
    Loan
    Commitment
    Leases
    2008

$
9,3032009


10,6902010


11,4072011


11,8702012


12,352Thereafter


31,572Total

$
87,194  53




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note J  Commitments and Contingencies
    (Continued)
   Contingencies
      Note K
     Derivative Financial Instruments
         Currency

2007


2006(in thousands)USD($)

$
1,360,105


$
1,504,899EUR()


2,850,000



3,310,000GBP(£)

£
300,000


£
300,000     Notional Amount(in thousands)USD


EUR


GPB2008

$




1,250,000


£
2009










300,0002010


300,000



600,000



2011






1,000,000



2012










Thereafter


1,060,105







Total

$
1,360,105



2,850,000


£
300,000  54




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note K  Derivative Financial Instruments
    (Continued)
     2007


2006


2005(Income) lossChanges in fair value of derivative instruments with no hedge
    accounting treatment under SFAS 133

$
(17,546
)

$
(284,027
)

$
191,631Offsetting changes in fair value of foreign denominated debt
    related to contracts with no hedge accounting treatment under
    SFAS 133


33,572



247,264



(240,344
)Changes in fair value of derivative instruments accounted for as
    fair value hedges






(47,731
)


174,427Offsetting changes in value of foreign denominated debt related
    to fair value hedges






47,288



(172,203
)Ineffectiveness of cash flow hedges


(11,429
)


(8,534
)


394Amortization of Other Comprehensive Income and other adjustments
    related to derivative instruments de-designated from cash flow
    hedges


713



(3,969
)


Total effect on earnings

$
5,310


$
(49,709
)

$
(46,095
)       2007


2006


2005Lease revenue

$
799


$
12,063


$
12,599        55




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note
    L  Fair Value Disclosures
    Cash:
  Notes receivable:
  Debt Financing: long-term fixed-rate year-end.
  Derivatives:
  Guarantees:
    2007


2006Carrying Amount


Fair Value


Carrying Amount


Fair Valueof Asset


of Asset


of Asset


of Asset(Liability)


(Liability)


(Liability)


(Liability)Cash

$
182,772


$
182,772


$
157,120


$
157,120Notes receivable


111,427



105,620



148,558



138,776Debt financing (including foreign currency adjustment and
    subordinated debt and excluding debt discount)


(31,452,449
)


(31,872,963
)


(29,570,748
)


(29,849,212
)Derivative assets


907,793



907,793



738,620



738,620Derivative liabilities


(44,074
)


(44,074
)






Guarantees accounted for under FIN 45


(11,258
)


(11,258
)


(11,041
)


(11,041
)   Note
    M  Flight Equipment Rent
   56




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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Dollars in thousands)
  Note
    N  Quarterly Financial Information
    (Unaudited)
    QuarterFirst


Second


Third


Fourth


TotalYear Ended December 31, 2007Total Revenues

$
1,090,677


$
1,157,269


$
1,255,507


$
1,226,370


$
4,729,823Pre-tax Income


187,498



194,557



274,568



258,262



914,885Net Income


119,160



125,377



184,419



175,410



604,366Year Ended December 31, 2006Total Revenues

$
953,072


$
1,045,635


$
1,064,741


$
1,079,249


$
4,142,697Pre-tax Income


218,909



176,388



136,968



183,842



716,107Net Income


148,076



119,644



95,423



136,124



499,267   57




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
    on
    Financial Statement Schedule
  To the
    Shareholders and Board of Directors
    of International Lease Finance Corporation:
  Form 10-K Form 10-K.
      58




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##### Table of Contents



INTERNATIONAL
    LEASE FINANCE CORPORATION AND SUBSIDIARIES
  SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
  COL. A

COL. B


COL. C


COL. D


COL. EADDITIONSCharged toBalance at


Charged to


OtherBeginning of


Costs and


Accounts 


Deductions 


Balance atDescription

Period


Expenses


Describe


Describe(a)


End of Period(Dollars in thousands)Reserve for overhaul:Year ended December 31, 2007

$
245,369


$
290,134






$
163,179


$
372,324Year ended December 31, 2006

$
142,053


$
249,181






$
145,865


$
245,369Year ended December 31, 2005

$
67,849


$
260,008






$
185,804


$
142,053     (a)
    Reimbursements to lessees for overhauls performed and amounts
    transferred to buyers for aircraft sold. 59




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##### Table of Contents



SIGNATURES
      INTERNATIONAL LEASE FINANCE CORPORATION
  By
    /s/ALAN
    H. LUND        Signature

Title

Date/s/  STEVEN
    F. UDVAR-HAZYSteven
    F. Udvar-Hazy

Chairman of the Board and Chief Executive Officer
    (Principal Executive Officer)

February 29, 2008/s/  LESLIE
    L. GONDALeslie
    L. Gonda

Director, Chairman of the Executive Committee

February 29, 2008/s/  JOHN
    L. PLUEGERJohn
    L. Plueger

Director, President and Chief Operating Officer

February 29, 2008/s/  LOUIS
    L. GONDALouis
    L. Gonda

Director

February 29, 2008/s/  MARTIN
    J. SULLIVANMartin
    J. Sullivan

Director

February 29, 2008/s/  WILLIAM
    N. DOOLEYWilliam
    N. Dooley

Director

February 29, 2008/s/  STEVEN
    J. BENSINGERSteven
    J. Bensinger

Director

February 29, 2008/s/  ALAN
    H. LUNDAlan
    H. Lund

Director, Vice Chairman
    and Chief Financial Officer
    (Principal Financial Officer)

February 29, 2008/s/  KURT
    H. SCHWARZKurt
    H. Schwarz

Senior Vice President, Chief Accounting Officer and
    Controller
    (Principal Accounting Officer)

February 29, 2008  60




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##### Table of Contents



SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
    PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH
    HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF
    THE ACT.
   61