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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-Q QUARTERLY REPORT




|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2002

OR



|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|----- | -----------------------------------------------------------------------------------------

For the transition period from _____________ to ______________

Commission file number 0-11350

INTERNATIONAL LEASE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 22-3059110                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

|                                                  |  |           
|------------------------------------------------- |  | ----------
|1999 Avenue of the Stars, Los Angeles, California |  | 90067     
|(Address of principal executive offices)          |  | (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]  No [   ]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

As of April 30, 2002, there were 35,818,122 shares of Common Stock, no par
value, outstanding.





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TABLE OF CONTENTS



|                             |                                                                                               |                                                                      |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                             |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                               
|                             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|                             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                     
|                             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                     
|                             |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                
|                             | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                             | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|PART II. OTHER INFORMATION  
|                             | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                  
|INDEX TO EXHIBITS           
|EXHIBIT 4.1                 
|EXHIBIT 12                  



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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

|                               |                                                                                                   |                                                                                                                 |    |     
|------------------------------ | ------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | -- | ----
|                               |                                                                                                   |                                                                                                                 |    | Page
|                               |                                                                                                   |                                                                                                                 |    |     
|Part I. Financial Information: |                                                                                                   |                                                                                                                
|                              
|                              
|                              
|                              
|                               | Item 1. Financial Statements (Unaudited)                                                          |                                                                                                                 |   
|                              
|                              
|                              
|                              
|                               |                                                                                                   | Condensed Consolidated Balance Sheets
March 31, 2002 and December 31, 2001                                      |    | 3   
|                              
|                              
|                              
|                              
|                               |                                                                                                   | Condensed Consolidated Statements of Income and Comprehensive Income
Three Months Ended March 31, 2002 and 2001 |    | 4   
|                              
|                              
|                              
|                              
|                               |                                                                                                   | Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2002 and 2001                      |    | 5   
|                              
|                              
|                              
|                              
|                               |                                                                                                   | Notes to Condensed Consolidated Financial Statements                                                            |    | 7   
|                              
|                              
|                              
|                              
|                               | Item 2. Managements Discussion and Analysis of the Financial Condition and Results of Operations |                                                                                                                 | 8 
|                              
|                              
|                              
|                              
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                                |                                                                                                                 | 14
|                              
|                              
|                              
|                              
|Part II. Other Information     |                                                                                                   |                                                                                                                
|                              
|                              
|                              
|                              
|                               | Item 6. Exhibits and Reports on Form 8-K                                                          |                                                                                                                 | 15
|                              
|                              
|                              
|                              
|                               |                                                                                                   | Signatures                                                                                                      |    | 16  

2



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##### Table of Contents






PART I FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




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

|                                                                                               |                                                                                                              |   |                                                                                                                                                                                                                                                              |           |             |           |              |           |   |           | 
|---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | ----------- | --------- | ------------ | --------- | - | --------- | 
|                                                                                               |                                                                                                              |   |                                                                                                                                                                                                                                                              |           | March 31,   |           | December 31,
|                                                                                               |                                                                                                              |   |                                                                                                                                                                                                                                                              |           | 2002        |           | 2001        
|                                                                                               |                                                                                                              |   |                                                                                                                                                                                                                                                              |           |             |           |             
|                                                                                               |                                                                                                              |   |                                                                                                                                                                                                                                                              |           | (Unaudited) |           |              |           |  
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|ASSETS                                                                                        
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Cash, including interest bearing accounts
of $88,143(2002) and $78,295(2001)                   |                                                                                                              | $ | 88,405                                                                                                                                                                                                                                                       |           |             | $         | 79,383       |          
|Current income taxes receivable                                                                |                                                                                                              |   | 220,951                                                                                                                                                                                                                                                      |           |             |           | 173,280      |          
|Notes receivable and net investment in finance leases                                          |                                                                                                              |   | 387,745                                                                                                                                                                                                                                                      |           |             |           | 394,277      |          
|Flight equipment under operating leases                                                        |                                                                                                              |   | 26,068,848                                                                                                                                                                                                                                                   |           |             |           | 24,400,217   |          
|                                                                                               | Less accumulated depreciation                                                                                |   |                                                                                                                                                                                                                                                              | 3,632,929 |             |           |              | 3,417,020 |  
|                                                                                               |                                                                                                              |   |                                                                                                                                                                                                                                                              |           |             |           |              |          
|                                                                                               |                                                                                                              |   | 22,435,919                                                                                                                                                                                                                                                   |           |             |           | 20,983,197   |          
|Deposits on flight equipment purchases                                                         |                                                                                                              |   | 1,358,589                                                                                                                                                                                                                                                    |           |             |           | 1,321,699    |          
|Accrued interest, other receivables and other assets                                           |                                                                                                              |   | 133,186                                                                                                                                                                                                                                                      |           |             |           | 130,471      |          
|Investments                                                                                    |                                                                                                              |   | 56,633                                                                                                                                                                                                                                                       |           |             |           | 56,236       |          
|Deferred debt issue costs  less accumulated
amortization of $62,782 (2002) and $59,056 (2001) |                                                                                                              |   | 36,615                                                                                                                                                                                                                                                       |           |             |           | 28,747       |          
|                                                                                               |                                                                                                              |   |                                                                                                                                                                                                                                                              |           |             |           |              |          
|                                                                                               |                                                                                                              | $ | 24,718,043                                                                                                                                                                                                                                                   |           |             | $         | 23,167,290   |          
|                                                                                               |                                                                                                              |   |                                                                                                                                                                                                                                                              |           |             |           |              |          
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|LIABILITIES AND SHAREHOLDERS EQUITY                                                          
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|Accrued interest and other payables                                                            |                                                                                                              | $ | 346,445                                                                                                                                                                                                                                                      |           |             | $         | 265,107      |          
|Debt financing, net of deferred debt discount of $24,946
(2002) and $15,157 (2001)             |                                                                                                              |   | 16,670,376                                                                                                                                                                                                                                                   |           |             |           | 15,368,877   |          
|Capital lease obligations                                                                      |                                                                                                              |   | 348,029                                                                                                                                                                                                                                                      |           |             |           | 365,289      |          
|Security & other deposits on flight equipment                                                  |                                                                                                              |   | 959,093                                                                                                                                                                                                                                                      |           |             |           | 966,213      |          
|Rentals received in advance                                                                    |                                                                                                              |   | 123,297                                                                                                                                                                                                                                                      |           |             |           | 114,874      |          
|Deferred income taxes                                                                          |                                                                                                              |   | 2,063,422                                                                                                                                                                                                                                                    |           |             |           | 1,937,396    |          
|Derivative; instruments                                                                        |                                                                                                              |   | 142,937                                                                                                                                                                                                                                                      |           |             |           | 185,859      |          
|SHAREHOLDERS EQUITY                                                                           |                                                                                                              |   |                                                                                                                                                                                                                                                              |           |             |           |              |          
|                                                                                               | Preferred stock no par value; 20,000,000 authorized shares                                                  |   |                                                                                                                                                                                                                                                              |           |             |           |              |           |  
|                                                                                               |                                                                                                              |   | Series A Preferred Stock; $10,000,000 per share
liquidation value; 40 shares issued and
outstanding                                                                                                                                                          |           |             | 400,000   |              |           |   | 400,000   | 
|                                                                                               |                                                                                                              |   | Market Auction Preferred Stock, $100,000 per share
liquidation value; Series A, B, and E (2002 and 2001)
each having 500 shares issued. Series A and B each having
500 (2002 and 2001) outstanding and Series E having 165
(2002) and 500 (2001) outstanding |           |             | 116,500   |              |           |   | 150,000   | 
|                                                                                               | Common stock no par value; 100,000,000 authorized shares,
35,818,122 (2002 and 2001) issued and outstanding |   |                                                                                                                                                                                                                                                              | 3,582     |             |           |              | 3,582     |  
|                                                                                               | Additional paid-in capital                                                                                   |   |                                                                                                                                                                                                                                                              | 579,955   |             |           |              | 579,955   |  
|                                                                                               | Accumulated other comprehensive loss                                                                         |   |                                                                                                                                                                                                                                                              | (16,528   | )           |           |              | (50,629   | )
|                                                                                               | Retained earnings                                                                                            |   |                                                                                                                                                                                                                                                              | 2,980,935 |             |           |              | 2,880,767 |  
|                                                                                               |                                                                                                              |   |                                                                                                                                                                                                                                                              |           |             |           |              |          
|                                                                                               |                                                                                                              |   | Total Shareholders Equity                                                                                                                                                                                                                                   |           |             | 4,064,444 |              |           |   | 3,963,675 | 
|                                                                                               |                                                                                                              |   |                                                                                                                                                                                                                                                              |           |             |           |              |          
|                                                                                               |                                                                                                              | $ | 24,718,043                                                                                                                                                                                                                                                   |           |             | $         | 23,167,290   |          
|                                                                                               |                                                                                                              |   |                                                                                                                                                                                                                                                              |           |             |           |              |          

See notes to condensed consolidated financial statements.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2002 and 2001
(Dollars in thousands)

|                                                                      |                                                                     |   |             |         |      |   |         |         |  
|--------------------------------------------------------------------- | ------------------------------------------------------------------- | - | ----------- | ------- | ---- | - | ------- | ------- | -
|                                                                      |                                                                     |   | 2002        |         | 2001
|                                                                      |                                                                     |   |             |         |     
|                                                                      |                                                                     |   | (Unaudited)
|REVENUES                                                              |                                                                     |   |             |         |      |   |         |        
|                                                                      | Rental of flight equipment                                          |   | $           | 609,009 |      |   | $       | 579,584 |  
|                                                                      | Flight equipment marketing                                          |   |             | 13,260  |      |   |         | 19,022  |  
|                                                                      | Interest and other                                                  |   |             | 20,265  |      |   |         | 23,057  |  
|                                                                      |                                                                     |   |             |         |      |   |         |        
|                                                                      |                                                                     |   | 642,534     |         |      |   | 621,663 |        
|                                                                      |                                                                     |   |             |         |      |   |         |        
|EXPENSES                                                              |                                                                     |   |             |         |      |   |         |        
|                                                                      | Interest                                                            |   |             | 188,186 |      |   |         | 202,024 |  
|                                                                      | Depreciation of flight equipment                                    |   |             | 216,767 |      |   |         | 181,153 |  
|                                                                      | Flight equipment rent                                               |   |             | 19,400  |      |   |         | 32,532  |  
|                                                                      | Provision for overhauls                                             |   |             | 21,294  |      |   |         | 24,478  |  
|                                                                      | Selling, general & administrative                                   |   |             | 21,523  |      |   |         | 19,941  |  
|                                                                      |                                                                     |   |             |         |      |   |         |        
|                                                                      |                                                                     |   | 467,170     |         |      |   | 460,128 |        
|                                                                      |                                                                     |   |             |         |      |   |         |        
|INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING
CHANGE |                                                                     |   | 175,364     |         |      |   | 161,535 |        
|                                                                      | Provision for income taxes                                          |   |             | 62,059  |      |   |         | 57,592  |  
|                                                                      |                                                                     |   |             |         |      |   |         |        
|INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE                  |                                                                     |   | 113,305     |         |      |   | 103,943 |        
|                                                                      |                                                                     |   |             |         |      |   |         |        
|Cumulative effect of accounting change (net of taxes)                 |                                                                     |   |            |         |      |   | 15,191  |        
|                                                                      |                                                                     |   |             |         |      |   |         |        
|NET INCOME                                                            |                                                                     |   | 113,305     |         |      |   | 119,134 |        
|                                                                      |                                                                     |   |             |         |      |   |         |        
|COMPREHENSIVE INCOME (NET OF TAX)                                     |                                                                     |   |             |         |      |   |         |        
|                                                                      | Cumulative effect of accounting change                              |   |             |        |      |   |         | (20,473 | )
|                                                                      | Net changes in cash flow hedges                                     |   |             | 26,889  |      |   |         | (30,260 | )
|                                                                      | Foreign currency translation adjustment                             |   |             | 7,212   |      |   |         | 12,513  |  
|                                                                      |                                                                     |   |             |         |      |   |         |        
|                                                                      |                                                                     |   | 34,101      |         |      |   | (38,220 | )      
|                                                                      |                                                                     |   |             |         |      |   |         |        
|COMPREHENSIVE INCOME                                                  |                                                                     | $ | 147,406     |         |      | $ | 80,914  |        
|                                                                      |                                                                     |   |             |         |      |   |         |        
|SUPPLEMENTAL COMPREHENSIVE INCOME INFORMATION                         |                                                                     |   |             |         |      |   |         |        
|                                                                      | Cumulative foreign currency translation gain adjustment, net of tax |   | $           | 17,570  |      |   | $       | 47,223  |  
|                                                                      | Cumulative cash flow hedge loss adjustment, net of tax              |   |             | (34,098 | )    |   |         | (76,188 | )

See notes to condensed consolidated financial statements.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED March 31, 2001 and 2000
(Dollars in thousands)

|                                          |                                                                                   |                                                                  |            |             |         |      |            |            |         |  
|----------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ---------- | ----------- | ------- | ---- | ---------- | ---------- | ------- | -
|                                          |                                                                                   |                                                                  |            | 2002        |         | 2001
|                                          |                                                                                   |                                                                  |            |             |         |     
|                                          |                                                                                   |                                                                  |            | (Unaudited)
|OPERATING ACTIVITIES                      |                                                                                   |                                                                  |            |             |         |      |            |           
|                                          | Net income                                                                        |                                                                  | $          | 113,305     |         |      | $          | 119,134    |        
|                                          | Adjustments to reconcile net income to net cash provided by
operating activities: |                                                                  |            |             |         |      |            |            |        
|                                          |                                                                                   | Depreciation of flight equipment                                 |            |             | 216,767 |      |            |            | 181,153 |  
|                                          |                                                                                   | Deferred income taxes                                            |            |             | 107,664 |      |            |            | 96,716  |  
|                                          |                                                                                   | Foreign exchange adjustment of Euro denominated debt             |            |             | (2,356  | )    |            |            | (29,853 | )
|                                          |                                                                                   | Change in derivative instruments                                 |            |             | 2,519   |      |            |            | 39,613  |  
|                                          |                                                                                   | Amortization of deferred debt issue costs                        |            |             | 3,726   |      |            |            | 2,874   |  
|                                          |                                                                                   | Equity in net income of affiliates                               |            |             | (686    | )    |            |            | (843    | )
|                                          |                                                                                   | Change in unamortized debt discount                              |            |             | (9,789  | )    |            |            | 16,712  |  
|                                          | Changes in operating assets and liabilities:                                      |                                                                  |            |             |         |      |            |            |        
|                                          |                                                                                   | Increase in notes receivable                                     |            |             | (1,228  | )    |            |            | (10,004 | )
|                                          |                                                                                   | Increase in accrued interest, other receivables and other assets |            |             | (6,788  | )    |            |            | (6,867  | )
|                                          |                                                                                   | Increase in current income taxes receivable                      |            |             | (47,671 | )    |            |            | (34,209 | )
|                                          |                                                                                   | Increase in accrued interest and other payables                  |            |             | 81,338  |      |            |            | 33,705  |  
|                                          |                                                                                   | Increase in rentals received in advance                          |            |             | 8,423   |      |            |            | 598     |  
|                                          |                                                                                   |                                                                  |            |             |         |      |            |           
|Net cash provided by operating activities |                                                                                   |                                                                  | 465,224    |             |         |      | 408,729    |           
|                                          |                                                                                   |                                                                  |            |             |         |      |            |           
|INVESTING ACTIVITIES                      |                                                                                   |                                                                  |            |             |         |      |            |           
|                                          | Acquisition of flight equipment for operating leases                              |                                                                  |            | (1,705,703  | )       |      |            | (1,276,536 | )      
|                                          | (Increase) decrease in deposits and progress payments                             |                                                                  |            | (36,890     | )       |      |            | 25,536     |        
|                                          | Proceeds from disposal of flight equipment  net of gain                          |                                                                  |            | 36,215      |         |      |            |           |        
|                                          | Collections on notes receivable and sales-type leases                             |                                                                  |            | 7,760       |         |      |            | 11,474     |        
|                                          | Other                                                                             |                                                                  |            | 289         |         |      |            | 26         |        
|                                          |                                                                                   |                                                                  |            |             |         |      |            |           
|Net cash used in investing activities     |                                                                                   |                                                                  | (1,698,329 | )           |         |      | (1,239,500 | )         
|                                          |                                                                                   |                                                                  |            |             |         |      |            |           
|FINANCING ACTIVITIES                      |                                                                                   |                                                                  |            |             |         |      |            |           
|                                          | Repurchase of preferred stock                                                     |                                                                  |            | (33,500     | )       |      |            |           |        
|                                          | Proceeds from debt financing                                                      |                                                                  |            | 4,370,588   |         |      |            | 2,452,382  |        
|                                          | Payments in reduction of debt financing                                           |                                                                  |            | (3,063,109  | )       |      |            | (1,704,354 | )      
|                                          | Debt issue costs                                                                  |                                                                  |            | (11,594     | )       |      |            | (1,699     | )      
|                                          | (Decrease) increase in customer deposits                                          |                                                                  |            | (7,120      | )       |      |            | 127,249    |        
|                                          | Payment of common and preferred dividends                                         |                                                                  |            | (13,138     | )       |      |            | (62,314    | )      
|                                          |                                                                                   |                                                                  |            |             |         |      |            |           
|Net cash provided by financing activities |                                                                                   |                                                                  | 1,242,127  |             |         |      | 811,264    |           
|                                          |                                                                                   |                                                                  |            |             |         |      |            |           
|Increase (decrease) in cash               |                                                                                   |                                                                  | 9,022      |             |         |      | (19,507    | )         
|Cash at beginning of period               |                                                                                   |                                                                  | 79,383     |             |         |      | 134,653    |           
|                                          |                                                                                   |                                                                  |            |             |         |      |            |           
|                                          | Cash at end of period                                                             |                                                                  | $          | 88,405      |         |      | $          | 115,146    |        
|                                          |                                                                                   |                                                                  |            |             |         |      |            |           

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 and 2000
(Dollars in thousands)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

|                                 |                                                                           |  |             |         |      |  |   |         | 
|-------------------------------- | ------------------------------------------------------------------------- |  | ----------- | ------- | ---- |  | - | ------- | 
|                                 |                                                                           |  | 2002        |         | 2001
|                                 |                                                                           |  |             |         |     
|                                 |                                                                           |  | (Unaudited)
|Cash paid during the period for: |                                                                           |  |             |         |      |  |   |        
|                                 | Interest (net of amount capitalized of
$15,634 (2002) and $14,869 (2001)) |  | $           | 100,513 |      |  | $ | 138,969 | 
|                                 | Income taxes (net of refunds)                                             |  |             | 2,065   |      |  |   | 3,264   | 

2001:

| | One aircraft was received in exchange for notes receivable in the amount of
$18,136 and one aircraft with net book value of $11,372 was contributed to
a joint venture.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

See notes to condensed consolidated financial statements.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(Dollars in thousands)
(Unaudited)

A. Basis of Preparation

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and in accordance with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included. Certain
reclassifications have been made to the 2001 unaudited condensed
consolidated financial statements to conform to the 2002 presentation.
Operating results for the three months ended March 31, 2002 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 2002. These statements should be read in conjunction
with the consolidated financial statements and footnotes thereto included in
the Companys annual report on Form 10-K for the year ended December 31,
2001.

B. Hedging Activities

The Company uses derivatives to manage exposures to interest rate and
foreign currency risks. During the three months ended March 31, 2002, the
Company recorded the following in earnings in accordance with Statement of
Financial Accounting Standards No. 133  Accounting for Certain Derivative
Instruments and Certain Hedging Activities, as amended by Statement of
Financial Accounting Standards No. 138 and related implementation guidance
(SFAS 133):

|                                                                 |                                                  |   |       |        |  
|---------------------------------------------------------------- | ------------------------------------------------ | - | ----- | ------ | -
|Related to non-hedging instruments:                              |                                                  |   |       |       
|                                                                 | Fair value of hedging instruments                |   | $     | 1,601  |  
|Related to previous designated fair value hedging relationships: |                                                  |   |       |       
|                                                                 | Fair value of hedging instruments                |   |       | (2,639 | )
|                                                                 | Offsetting changes in fair value of hedged items |   |       | 2,356  |  
|                                                                 | Ineffectiveness related to cash flow hedges      |   |       | (308   | )
|                                                                 |                                                  |   |       |       
|Total effect on earnings                                         |                                                  | $ | 1,010 |       
|                                                                 |                                                  |   |       |       

During the three months ended March 31, 2002, $5,342 (net) was reclassified
from accumulated other comprehensive income to interest expense under cash
flow hedge accounting in connection with the Companys program to convert
debt from floating to fixed rates. The Company expects that within the next
twelve months it will reclassify as earnings $89,359 of the balance recorded
plus quarterly cash flow hedge adjustments to accumulated other
comprehensive income.

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|ITEM 2. | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | ---------------------------------------------------------------------------------------------

Forward Looking Statements

Certain of the statements in this discussion, as well as other statements
within this document, contain estimates and assumptions regarding cash flows
and debt financing to support future capital requirements. While these
statements are made in good faith, future operating, market,
competitive, economic and other conditions and events could cause actual
results to differ materially from those in the statements. The
Company undertakes no obligation to release publicly any revisions to these
statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of anticipated or unanticipated events.

Financial Condition

The Company borrows funds for the purchase of flight equipment, including
funds for progress payments during the construction phase, principally on an
unsecured basis from various sources. As of March 31, 2002, the Company had
committed to purchase 529 aircraft from Airbus and Boeing at an estimated
aggregated purchase price of $31.2 billion for delivery through 2010 and
options to purchase 49 additional aircraft at an estimated aggregate purchase
price of approximately $3.0 billion. The Company currently expects to fund
expenditures for capital requirements as well as liquidity needs from a
combination of available cash balances, internally generated funds and proceeds
from financing arrangements. The Companys debt financing and capital lease
obligations were comprised of the following at the following dates:

|                                                 |                                                           |   |                        |            |              |   |           |            |  
|------------------------------------------------ | --------------------------------------------------------- | - | ---------------------- | ---------- | ------------ | - | --------- | ---------- | -
|                                                 |                                                           |   | March 31,              |            | December 31,
|                                                 |                                                           |   | 2002                   |            | 2001        
|                                                 |                                                           |   |                        |            |             
|                                                 |                                                           |   | (Dollars in thousands)
|                                                
|                                                
|                                                
|                                                
|Public term debt with single maturities          |                                                           | $ | 5,840,750              |            |              | $ | 4,704,201 |           
|Public medium-term notes with varying maturities |                                                           |   | 5,063,000              |            |              |   | 4,809,000 |           
|Capital lease obligations                        |                                                           |   | 348,029                |            |              |   | 365,289   |           
|Bank and other term debt                         |                                                           |   | 2,310,500              |            |              |   | 2,368,968 |           
|                                                 |                                                           |   |                        |            |              |   |           |           
|                                                 | Total term debt, bank debt, and capital lease obligations |   |                        | 13,562,279 |              |   |           | 12,247,458 |  
|Commercial paper                                 |                                                           |   | 3,481,072              |            |              |   | 3,501,865 |           
|Deferred debt discount                           |                                                           |   | (24,946                | )          |              |   | (15,157   | )         
|                                                 |                                                           |   |                        |            |              |   |           |           
|                                                 | Total debt financing and capital lease obligations        |   | $                      | 17,018,405 |              |   | $         | 15,734,166 |  
|                                                 |                                                           |   |                        |            |              |   |           |           
|Selected Interest Rates and Ratio:               |                                                           |   |                        |            |              |   |           |           
|                                                 | Composite interest rate                                   |   |                        | 4.93       | %            |   |           | 5.07       | %
|                                                 | Percentage of total debt at fixed rates                   |   |                        | 77.59      | %            |   |           | 78.81      | %
|                                                 | Composite interest rate on fixed rate debt                |   |                        | 5.77       | %            |   |           | 5.78       | %
|                                                 | Bank prime rate                                           |   |                        | 4.75       | %            |   |           | 4.75       | %

8



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##### Table of Contents





|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
|------- | -------------------------------------------------------------------------------------------------

Public Debt

The interest on substantially all of the public debt (exclusive of the
Commercial Paper) is fixed for the terms of the notes. The Company has the
ability to borrow under various public debt financing arrangements as follows
(d):

|                                                                                                |  |          |       |                      |  |                       |       |                   |  |   |       |     |  |   |       |       
|----------------------------------------------------------------------------------------------- |  | -------- | ----- | -------------------- |  | --------------------- | ----- | ----------------- |  | - | ----- | --- |  | - | ----- | ------
|                                                                                                |  | Maximum  |       | Sold as
of           |  | Sold as
of            |       | Sold as
of       
|                                                                                                |  | Offering |       | December
31, 2001(a) |  | March
31, 2002(a)     |       | April
30, 2002(a)
|                                                                                                |  |          |       |                      |  |                       |       |                  
|                                                                                                |  |          |       |                      |  | (Dollars in millions) |       |                   |  |  
|Registration statement dated
May 10, 2001 (including $2.350
billion Medium-Term Note
program)   |  | $        | 4,000 |                      |  | $                     | 3,100 |                   |  | $ | 4,000 |     |  | $ | 4,000 |       
|                                                                                               
|Registration statement dated
January 28, 2002 (including
$1.0 billion Medium-Term Note
program) |  |          | 4,000 |                      |  |                       |      |                   |  |   | 1,695 |     |  |   | 1,695 |       
|                                                                                               
|Euro Medium-Term Note Programme
dated June 2001                                                 |  |          | 4,000 | (c)                  |  |                       | 771   | (b)               |  |   | 771   | (b) |  |   | 2,300 | (b)(c)



---

|(a) |  | Includes amounts outstanding under Medium-Term Note programs implemented
under each of the registration statements.                                                                                                        
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(b) |  | The Company has hedged the foreign currency risk of the notes through
operating lease payments or derivatives.                                                                                                             
|   
|   
|   
|   
|(c) |  | Subsequent to March 31, 2002, the Company expanded its Euro Medium-Term
Note Programme from $2.0 billion to $4.0 billion under
which an additional 1.25 billion and £300 million in notes were sold as of April 30 , 2002.
|   
|   
|   
|   
|(d) |  | Totals do not include shelf registrations for which the maximum offering
had been sold as of December 31, 2001.                                                                                                            

Capital Lease Obligations

The Company has Export Credit Lease financings which provides ten year,
amortizing loans in the form of capital lease obligations. The interest rate
on 62.5% of the original financed amount is 6.55% and the interest rate on
22.5% of the original financed amount is fixed at rates varying between 6.18%
and 6.89%. These two tranches are guaranteed by various European Export Credit
Agencies. The remaining 15% of the original financed amount provides for
LIBOR based pricing. This 15% tranche was prepaid in 2000. The remaining
obligations matures through 2005.

Bank Term Debt

In January 1999, the Company entered into an Export Credit Facility, up to
a maximum of $4.3 billion, for approximately 75 aircraft to be delivered from
1999 through 2001. The Company had the right, but was not required, to use the
facility to fund 85% of each aircrafts purchase price. This facility is
guaranteed by various European Export Credit Agencies. The interest rate
varies from 5.753% to 5.898% on the 75 aircraft depending on the delivery date
of the aircraft. The Company financed 62 aircraft with $2.8 billion under this
facility.

Commercial Paper

The Company currently has a $4.8 billion Commercial Paper Program. Under
this program, the Company may borrow in minimum increments of $100,000 for a
period from one day to 270 days. It is the Companys intention to sell
commercial paper not to exceed one and one half times the aggregate amount of
the backup facilities available (see Bank Commitments). The weighted average
interest rate of the Companys Commercial Paper Program was 1.91% for the three
months ended March 31, 2002 and 4.10% for the year ended December 31, 2001. The
composite commercial paper interest rate was 1.88% and 2.24% at March 31, 2002
and December 31, 2001, respectively.

9



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##### Table of Contents





|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
|------- | -------------------------------------------------------------------------------------------------

Bank Commitments

As of March 31, 2002, the Company had committed revolving loans and lines
of credit with 19 commercial banks aggregating $2.8 billion. These revolving
loans and lines of credit principally provide for interest rates that vary
according to the pricing option in effect at the time of borrowing. Pricing
options include prime, a range from .25% over LIBOR to .35% over LIBOR based
upon utilization, or a rate determined by a competitive bid process with the
banks. The revolving loans and lines of credit are subject to facility fees of
up to .10% of amounts available. This financing is used primarily as backup for
the Companys Commercial Paper Program. The Company is in
negotiations with additional banks to
expand its backup facilities.

Other

In 1995, 1996 and 1997, the Company, through subsidiaries, entered into
sale-leaseback transactions providing proceeds to the Company in the amounts of
$413.0 million, $507.6 million and $601.9 million, respectively, each relating
to seven aircraft. The transactions resulted in the sale and leaseback of these
aircraft under one year operating leases, each with six one year extension
options for a total of seven years for each aircraft. The Company has not
recorded any gains related to the transactions. The Company has the option to
either buy back the aircraft or redeliver the aircraft for a fee to the lessor
at the end of any lease period. The lease rates equate to fixed principal
amortization and floating interest payments based on LIBOR or commercial paper
pricing. As of March 31, 2002, the Company had repurchased three aircraft which
were sold to third parties. If the Company decides not to negotiate extensions
of the one year operating lease options as they terminate in December 2002 and
September 2003 and 2004, it will be required to borrow additional funds to
reacquire the assets. The estimated remaining minimum lease payments (exclusive
of the interest component of rent) and buy-back amounts, assuming the
transactions mature as scheduled, are $291.2 million (2002), $390.8 million
(2003) and $462.4 million (2004).

The Company does not have any other relationships with unconsolidated entities,
which would have been established for the purpose of facilitating off-balance
sheet arrangements or for other contractually narrow or limited purposes. The
Company may, however, from time to time enter into joint ventures or other
partnership arrangements with the limited purpose to lease aircraft.

In the normal course of business, the Company employs a variety of
derivative products to manage its exposure to interest rates and the resulting
impact of changes in interest rates on earnings, with the objective to lower
its overall borrowing cost and to maintain its optimal mix of variable and
fixed rate interest obligations. The Company only enters into derivative
transactions to hedge interest rate risk and currency risk and not to speculate
on interest rates or currency fluctuations. These derivative products include
interest rate swap agreements, currency swap agreements, and interest rate
floors.

The counterparty to the Companys derivative instruments is AIG Financial
Products Corp. (AIGFP), a related party with the highest credit-rating-agency
ratings, who enters into identical transactions with independent third parties
on an arms length basis. The derivatives are subject to a bilateral security
agreement which, in certain circumstances, may allow one party to the agreement
to require the second party to the agreement to establish a cash collateral
account. It is managements belief that any failure of the instruments or
counterparty to perform under the derivative contracts would have an immaterial
impact on the Companys financial condition and results of operations.

10



---



##### Table of Contents





|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
|------- | -------------------------------------------------------------------------------------------------

The Company is in compliance with all covenants or other requirements set
forth in its credit agreements. Further, the Company does not have any rating
downgrade triggers that would automatically accelerate the maturity dates of
its debt. However, a downgrade in the Companys credit rating could adversely
affect the Companys ability to borrow on, renew existing, or obtain access to
new financing arrangements and would increase the cost of such financing
arrangements. For example, a downgrade in credit rating could preclude the
Company from issuing commercial paper under its current program. Should this
occur the Company would seek alternative sources of funding, including issuance
of bonds under its existing shelf registrations. In addition, the Company has
the ability, at its option, to draw upon its revolving loans and lines of
credit facilities. The Company may also, from time to time, enter into short
term borrowings with other financial institutions.

The Company repurchased $33.5 million of its Market Auction Preferred
Stock during the quarter ended March 31, 2002.

The following summarizes the Companys contractual obligations at March
31, 2002, and the possible effect of such obligations on the Companys
liquidity and cash flows in future periods.

Existing Commitments (Exclusive of Interest)

Commitments Due by Fiscal Year

|                                                     |  |       |            |      |  |      |           |      |  |      |           |      |  |                        |           |  |  |   |           |  |  |   |           |  |  |   |            | 
|---------------------------------------------------- |  | ----- | ---------- | ---- |  | ---- | --------- | ---- |  | ---- | --------- | ---- |  | ---------------------- | --------- |  |  | - | --------- |  |  | - | --------- |  |  | - | ---------- | 
|                                                     |  | Total |            | 2002 |  | 2003 |           | 2004 |  | 2005 |           | 2006 |  | Thereafter            
|                                                     |  |       |            |      |  |      |           |      |  |      |           |      |  |                       
|                                                     |  |       |            |      |  |      |           |      |  |      |           |      |  | (Dollars in thousands) |           |  |  |   |           |  |  |  
|Public Debt                                          |  | $     | 13,319,830 |      |  | $    | 2,607,087 |      |  | $    | 3,005,674 |      |  | $                      | 3,200,623 |  |  | $ | 1,474,174 |  |  | $ | 1,234,174 |  |  | $ | 1,798,098  | 
|                                                    
|Capital Lease Obligations                            |  |       | 348,029    |      |  |      | 87,407    |      |  |      | 111,745   |      |  |                        | 105,194   |  |  |   | 43,683    |  |  |   |          |  |  |   |           | 
|                                                    
|Commercial Paper                                     |  |       | 3,481,072  |      |  |      | 3,481,072 |      |  |      |          |      |  |                        |          |  |  |   |          |  |  |   |          |  |  |   |           | 
|                                                    
|Operating Leases                                     |  |       | 130,237    |      |  |      | 2,813     |      |  |      | 3,276     |      |  |                        | 11,257    |  |  |   | 11,404    |  |  |   | 8,491     |  |  |   | 93,446     | 
|                                                    
|Operating Leases under
Sales-Lease-Back
Transactions |  |       | 1,144,441  |      |  |      | 291,240   |      |  |      | 390,810   |      |  |                        | 462,391   |  |  |   |          |  |  |   |          |  |  |   |           | 
|                                                    
|Purchase Commitments                                 |  |       | 30,755,200 |      |  |      | 3,203,100 |      |  |      | 3,857,000 |      |  |                        | 3,878,000 |  |  |   | 5,075,100 |  |  |   | 4,792,900 |  |  |   | 9,949,100  | 
|                                                     |  |       |            |      |  |      |           |      |  |      |           |      |  |                        |           |  |  |   |           |  |  |   |           |  |  |   |            | 
|                                                    
|                                                    
|                                                    
|                                                    
|Total                                                |  | $     | 49,178,809 |      |  | $    | 9,672,269 |      |  | $    | 7,368,505 |      |  | $                      | 7,657,465 |  |  | $ | 6,604,361 |  |  | $ | 6,035,565 |  |  | $ | 11,840,644 | 
|                                                     |  |       |            |      |  |      |           |      |  |      |           |      |  |                        |           |  |  |   |           |  |  |   |           |  |  |   |            | 

11



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##### Table of Contents





|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
|------- | -------------------------------------------------------------------------------------------------

Contingent Commitments

Contingency Expiration by Fiscal Year

|                                 |  |                        |           |      |  |      |        |      |  |      |         |      |  |            |         |  |  |   |         |  |  |   |         |  |  |   |         | 
|-------------------------------- |  | ---------------------- | --------- | ---- |  | ---- | ------ | ---- |  | ---- | ------- | ---- |  | ---------- | ------- |  |  | - | ------- |  |  | - | ------- |  |  | - | ------- | 
|                                 |  | Total                  |           | 2002 |  | 2003 |        | 2004 |  | 2005 |         | 2006 |  | Thereafter
|                                 |  |                        |           |      |  |      |        |      |  |      |         |      |  |           
|                                 |  | (Dollars in thousands)
|Purchase Options on
New Aircraft |  | $                      | 2,956,400 |      |  |      |       |      |  | $    | 187,800 |      |  | $          | 697,300 |  |  | $ | 621,600 |  |  | $ | 555,900 |  |  | $ | 893,800 | 
|                                
|Put Options(a)                   |  |                        | 567,394   |      |  |      |       |      |  |      | 231,614 |      |  |            | 67,422  |  |  |   | 256,658 |  |  |   |        |  |  |   | 11,700  | 
|                                
|Asset Value
Guarantees(a)        |  |                        | 204,898   |      |  | $    | 68,895 |      |  |      | 63,000  |      |  |            | 4,726   |  |  |   | 11,041  |  |  |   | 14,492  |  |  |   | 42,744  | 
|                                
|Loan Guarantees(a)               |  |                        | 58,836    |      |  |      | 5,000  |      |  |      | 27,303  |      |  |            | 12,463  |  |  |   | 3,000   |  |  |   | 6,000   |  |  |   | 5,070   | 
|                                
|Lines of Credit                  |  |                        | 10,000    |      |  |      | 10,000 |      |  |      |        |      |  |            |        |  |  |   |        |  |  |   |        |  |  |   |        | 
|                                 |  |                        |           |      |  |      |        |      |  |      |         |      |  |            |         |  |  |   |         |  |  |   |         |  |  |   |         | 
|Total                            |  | $                      | 3,797,528 |      |  | $    | 83,895 |      |  | $    | 509,717 |      |  | $          | 781,911 |  |  | $ | 892,299 |  |  | $ | 576,392 |  |  | $ | 953,314 | 
|                                 |  |                        |           |      |  |      |        |      |  |      |         |      |  |            |         |  |  |   |         |  |  |   |         |  |  |   |         | 



---

|(a) |  | From time to time the Company participates with banks, airlines and
other financial institutions in assisting in financing aircraft by
providing asset guarantees, put options, or loan guarantees collateralized
by aircraft. As a result, should the Company be called upon to fulfill its
obligations, the Company would have recourse to the value of the
underlying aircraft.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12



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##### Table of Contents





|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
|------- | -------------------------------------------------------------------------------------------------

Results of Operations- Three months ended March 31, 2002 versus 2001.

The 5.1% increase in revenues from the rentals of flight equipment from
$579.6 million in 2001 to $609.0 million in 2002, is due to an increase in the
number of aircraft available for operating lease, partially offset by an
increase in the number of aircraft being reconfigured and redelivered and
therefore not earning revenue for the entire period. Revenues were also
negatively impacted by lower lease rates and restructured rents, as a result
of a slowdown of the airline industry that was exacerbated after the September
11, 2001 terrorist attacks. At March 31, 2001 the Companys leased fleet
consisted of 423 aircraft compared to a fleet of 481 aircraft at March 30,
2002. The cost of the leased fleet, which includes aircraft subject to
sale-lease back transactions from which rental income is earned, increased
from $23.2 billion in 2001 to $27.2 billion in 2002.

In addition to its leasing operations, the Company engages in the
marketing of flight equipment at the end of, or during, the lease term, as well
as the sales of flight equipment on a principal and commission basis. Revenues
from flight equipment marketing decreased from $19.0 million in 2001 to $13.3
million in 2002 as a result of a decrease in third party flight equipment
marketing commissions, partially offset by an increase in sales of company
owned equipment. One company owned engine was sold in the first quarter of 2001
compared to two company owned aircraft in the first quarter of 2002.

Interest expense decreased from $202.0 million in 2001 to $188.2 million
in 2002 as a result of a decrease in the average composite borrowing rate from
6.15% in 2001 to 5.32% in 2002. This increase was partially offset by an increase in debt
outstanding, to finance aircraft acquisitions, from $14.1 billion in 2001
to $17.0 billion in 2002 (excluding the effect of debt
discount). The Companys composite borrowing rate fluctuated as
follows:

|                     |  |      |      |      |  |          |      |   |  |  |       |   
|-------------------- |  | ---- | ---- | ---- |  | -------- | ---- | - |  |  | ----- | --
|                     |  | 2001 |      | 2002 |  | Decrease
|                     |  |      |      |      |  |         
|Beginning of Quarter |  |      | 6.37 | %    |  |          | 5.07 | % |  |  | (1.30 | )%
|                    
|End of Quarter       |  |      | 5.92 | %    |  |          | 4.93 | % |  |  | (0.99 | )%
|                    
|Average              |  |      | 6.15 | %    |  |          | 5.00 | % |  |  | (1.15 | )%

Interest expense for the three months ended March 31, 2002 includes a $0.9
million credit related to hedging activities.

Depreciation of flight equipment increased from $163.9 million in 2001 to
$216.8 million in 2002 due to the increased cost of the fleet.

The Company, in prior periods, has entered into sale-leaseback
transactions. Currently 18 aircraft are accounted for under these
transactions. Rent expense decreased from $32.5 million in 2001 to $19.4
million in 2002 due to a decrease in the lease rates resulting from a decrease in
interest rates affecting the floating rate component of the lease rates,
principal amortization, and the repurchase of one aircraft.

Provision for overhauls decreased from $24.5 million in 2001 to $21.3
million in 2002 due to a decrease in the aggregate number of hours flown on
which the Company collects overhaul revenue, and an increase in restructured
overhaul payments due, resulting from a slowdown in the economy and the
September 11, 2001 terrorist attacks on the United States.

Selling, general and administrative expenses increased from $19.9 million
in 2001 to $21.5 million in 2002 primarily due to an increase in costs related
to the reconfiguration and re-delivery of aircraft from one lessee to another.

13



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##### Table of Contents






ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Value at Risk

Measuring potential losses in fair values has recently become the focus of
risk management efforts by many companies. Such measurements are performed
through the application of various statistical techniques. One such technique
is Value at Risk (VaR), a summary statistical measure that uses historical
interest rates, foreign currency exchange rates and equity prices which
estimates the volatility and correlation of these rates and prices to calculate
the maximum loss that could occur over a defined period of time given a certain
probability.

The Company believes that statistical models alone do not provide a
reliable method of monitoring and controlling market risk. While VaR models
are relatively sophisticated, the quantitative market risk information
generated is limited by the assumptions and parameters established in creating
the related models. Therefore, such models are tools and do not substitute for
the experience or judgment of senior management.

The Company is exposed to market risk and the risk of loss of fair value
resulting from adverse fluctuations in interest rates and foreign exchange
prices. The Company statistically measures the loss of fair value through the
application of a VaR model on a quarterly basis. In this analysis the net fair
value of the Company is determined using the financial instrument and other
assets. This includes tax adjusted future flight equipment lease revenues,
aircraft residual values at maturity of the lease contracts and financial
instrument liabilities, which includes future servicing of current debt. The
impact of current derivative positions is also taken into account.

The Company calculates the VaR with respect to the net fair value by using
historical scenarios. This methodology entails re-pricing all assets and
liabilities under explicit changes in market rates within a specific historical
time period. In this case, the most recent three years of historical
information for interest rates and foreign exchange rates were used to
construct the historical scenarios at December 31, 2001 and March 31, 2002
respectively. For each scenario, each financial instrument is re-priced.
Scenario values for the Company are then calculated by netting the values of
all the underlying assets and liabilities. The final VaR number represents the
maximum adverse deviation in fair market value incurred by these scenarios with
95% confidence (i.e. only 5% of historical scenarios show losses greater than
the VaR figure). A one month holding period is assumed in computing the VaR
figure. As of December 31, 2001 and March 31, 2002, the VaR for the Company
with respect to its fair value was $10 million and $22 million, respectively.

14



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##### Table of Contents






PART II. OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | a) |  | Exhibits:
| | -- |  | ---------

|    |  |                                                                                                                                          
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|4.1 |  | Revolving Credit Agreement dated as of March 25,
2002, by and between the Company and
Bank of America, N.A. providing up to $250,000,000.
|   
|   
|   
|   
|   
|   
|   
|   
|12  |  | Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividends.                                                        



| | b) |  | Reports on Form 8-K:
| | -- |  | --------------------



| | Form 8-K, event date January 28, 2002 (Item 7)
| | ----------------------------------------------



| | Form 8-K, event date February 14, 2002 (Item 7)
| | -----------------------------------------------



| | Form 8-K, event date March 1, 2002 (Item 7)
| | -------------------------------------------

15



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements 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.



| |                                         | 
| | --------------------------------------- | 
| | INTERNATIONAL LEASE FINANCE CORPORATION | 



|May 3, 2002 |  | /S/ Steven F. Udvar-HazySTEVEN F. UDVAR-HAZY
Chairman of the Board and Chief
Executive Officer
|----------- |  | ----------------------------------------------------------------------------------------------
|           



|May 3, 2002 |  | /S/ Alan H. LundALAN H. LUND
Vice Chairman-Finance, Chief
Financial Officer and Chief
Accounting Officer
|----------- |  | --------------------------------------------------------------------------------------------------------

16



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##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES




INDEX TO EXHIBITS

|            |  |                                                                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |                                                                                                                                         
|            |  |                                                                                                                                         
|4.1         |  | Revolving Credit Agreement dated as of March 25, 2002, by and between
the Company and Bank of America, N.A. providing up to $250,000,000
|           
|           
|           
|           
|           
|           
|           
|           
|12          |  | Computation of Ratios of Earnings to Fixed Charges and Preferred
Stock Dividends