##### Table of Contents



---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---

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 June 30, 2003

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
(State or other jurisdiction of
incorporation or organization)                  |  | 22-3059110
(I.R.S. Employer
Identification No.)
|                                                                                           |  |                                                
|1999 Avenue of the Stars, Los Angeles, California
(Address of principal executive offices) |  | 90067
(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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [  ]   No [X]

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

As of July 25, 2003, there were 42,198,119 shares of Common Stock, no par
value, outstanding.



---

---





---

TABLE OF CONTENTS



|                                               |                                                                                               |                                                                                   |  |  |  |  |  | 
|---------------------------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                 
|                                               | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                               |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                                            
|                                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME THREE MONTHS
|                                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME SIX MONTHS  
|                                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                  
|                                               |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                             
|                                               |                                                                                               | CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION                       
|                                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                               | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                               | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION                    
|                                               | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                                    
|INDEX TO EXHIBITS                             
|INTERNATIONAL LEASE FINANCE CORP. EXHIBIT 1   
|INTERNATIONAL LEASE FINANCE CORP. EXHIBIT 3   
|INTERNATIONAL LEASE FINANCE CORP. EXHIBIT 4   
|INTERNATIONAL LEASE FINANCE CORP. EXHIBIT 12  
|INTERNATIONAL LEASE FINANCE CORP. EXHIBIT 99.1
|INTERNATIONAL LEASE FINANCE CORP. EXHIBIT 99.2
|INTERNATIONAL LEASE FINANCE CORP. EXHIBIT 99.3



---



##### 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
June 30, 2003 and December 31,
2002                                      |  |    | 3    | 
|                              |                                                                                                   | Condensed Consolidated Statements of Income and Comprehensive Income
Three Months Ended June 30, 2003 and
2002 |  |    | 4    | 
|                              |                                                                                                   | Condensed Consolidated Statements of Income and Comprehensive Income
Six Months Ended June 30, 2003 and
2002   |  |    | 5    | 
|                              |                                                                                                   | Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 2003 and
2002                        |  |    | 6    | 
|                              |                                                                                                   | Notes to Condensed Consolidated Financial
Statements                                                           |  |    | 8    | 
|                              |                                                                                                   | Cautionary Statement Regarding Forward Looking
Information                                                     |  |    | 9    | 
|                              | Item 2. Managements Discussion and Analysis of the Financial Condition and
Results of Operations |                                                                                                                |  | 10 |     
|                              | Item 3. Quantitative and Qualitative Disclosures about Market
Risk                                |                                                                                                                |  | 18 |     
|                              | Item 4. Controls and
Procedures                                                                   |                                                                                                                |  | 19 |     
|Part II. Other Information    |                                                                                                   |                                                                                                                |  |   
|                              | Item 6. Exhibits and Reports on Form
8-K                                                          |                                                                                                                |  | 20 |     
|                              |                                                                                                   | Signatures                                                                                                     |  |    | 21   | 

-2-



---



##### 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)


|                                                                                               |                                                                                                                                    |                               |                            |           |           |             |            |              |           |           |  | 
|---------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | -------------------------- | --------- | --------- | ----------- | ---------- | ------------ | --------- | --------- |  | 
|                                                                                               |                                                                                                                                    |                               |                            |           |           | June 30,    |            | December 31,
|                                                                                               |                                                                                                                                    |                               |                            |           |           | 2003        |            | 2002        
|                                                                                               |                                                                                                                                    |                               |                            |           |           |             |            |             
|                                                                                               |                                                                                                                                    |                               |                            |           |           | (Unaudited) |            |              |           |          
|ASSETS                                                                                         |                                                                                                                                    |                               |                            |           |           |             |            |             
|Cash, including interest bearing accounts
of $54,050 (2003) and $65,693 (2002)                 |                                                                                                                                    | $                             | 57,138                     |           |           | $           | 66,049     |             
|Current income taxes receivable                                                                |                                                                                                                                    |                               | 131,653                    |           |           |             | 193,526    |             
|Notes receivable and net investment in finance leases                                          |                                                                                                                                    |                               | 553,609                    |           |           |             | 372,577    |             
|Flight equipment under operating leases                                                        |                                                                                                                                    |                               | 33,204,057                 |           |           |             | 29,631,150 |             
|                                                                                               |                                                                                                                                    | Less accumulated depreciation |                            |           | 4,886,676 |             |            |              | 4,343,403 |          
|                                                                                               |                                                                                                                                    |                               |                            |           |           |             |            |             
|                                                                                               |                                                                                                                                    |                               | 28,317,381                 |           |           |             | 25,287,747 |             
|Deposits on flight equipment purchases                                                         |                                                                                                                                    |                               | 1,032,535                  |           |           |             | 1,157,864  |             
|Accrued interest, other receivables and other assets                                           |                                                                                                                                    |                               | 223,588                    |           |           |             | 142,817    |             
|Derivative assets                                                                              |                                                                                                                                    |                               | 396,707                    |           |           |             | 170,395    |             
|Investments                                                                                    |                                                                                                                                    |                               | 63,249                     |           |           |             | 64,067     |             
|Deferred
debt issue costs - less accumulated amortization of
$52,801 (2003) and $68,516 (2002) |                                                                                                                                    |                               | 45,191                     |           |           |             | 35,571     |             
|                                                                                               |                                                                                                                                    |                               |                            |           |           |             |            |             
|                                                                                               |                                                                                                                                    | $                             | 30,821,051                 |           |           | $           | 27,490,613 |             
|                                                                                               |                                                                                                                                    |                               |                            |           |           |             |            |             
|LIABILITIES AND SHAREHOLDERS EQUITY                                                           |                                                                                                                                    |                               |                            |           |           |             |            |             
|Accrued interest and other payables                                                            |                                                                                                                                    | $                             | 308,690                    |           |           | $           | 235,827    |             
|Debt financing, net of deferred debt discount of $27,706
(2003) and
$31,928 (2002)             |                                                                                                                                    |                               | 21,403,186                 |           |           |             | 18,716,644 |             
|Foreign currency adjustment                                                                    |                                                                                                                                    |                               | 434,590                    |           |           |             | 264,880    |             
|Derivative liabilities                                                                         |                                                                                                                                    |                               | 109,743                    |           |           |             | 135,853    |             
|Capital lease obligations                                                                      |                                                                                                                                    |                               | 205,651                    |           |           |             | 260,623    |             
|Security and other deposits on flight equipment                                                |                                                                                                                                    |                               | 826,675                    |           |           |             | 864,053    |             
|Rentals received in advance                                                                    |                                                                                                                                    |                               | 143,585                    |           |           |             | 129,244    |             
|Deferred income taxes                                                                          |                                                                                                                                    |                               | 2,592,038                  |           |           |             | 2,322,327  |             
|SHAREHOLDERS EQUITY                                                                           |                                                                                                                                    |                               |                            |           |           |             |            |             
|                                                                                               | Market Auction Preferred Stock, $100,000 per share
liquidation value; Series A and B
each having 500 shares issued and outstanding |                               |                            | 100,000   |           |             |            | 100,000      |          
|                                                                                               | Common stockno par value; 100,000,000 authorized shares,
42,198,119 issued and outstanding                                        |                               |                            | 653,582   |           |             |            | 653,582      |          
|                                                                                               | Paid-in capital                                                                                                                    |                               |                            | 579,955   |           |             |            | 579,955      |          
|                                                                                               | Accumulated other comprehensive loss                                                                                               |                               |                            | (107,729  | )         |             |            | (138,620     | )        
|                                                                                               | Retained earnings                                                                                                                  |                               |                            | 3,571,085 |           |             |            | 3,366,245    |          
|                                                                                               |                                                                                                                                    |                               |                            |           |           |             |            |             
|                                                                                               |                                                                                                                                    |                               | Total shareholders equity |           |           | 4,796,893   |            |              |           | 4,561,162 | 
|                                                                                               |                                                                                                                                    |                               |                            |           |           |             |            |             
|                                                                                               |                                                                                                                                    | $                             | 30,821,051                 |           |           | $           | 27,490,613 |             
|                                                                                               |                                                                                                                                    |                               |                            |           |           |             |            |             

See notes to condensed consolidated financial statements.

-3-



---



##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002
(Dollars in thousands)


|                                  |                                     |   |             |         |      |   |         |          |  
|--------------------------------- | ----------------------------------- | - | ----------- | ------- | ---- | - | ------- | -------- | -
|                                  |                                     |   | 2003        |         | 2002
|                                  |                                     |   |             |         |     
|                                  |                                     |   | (Unaudited)
|REVENUES                          |                                     |   |             |         |      |   |         |         
|                                  | Rental of flight equipment          |   | $           | 741,945 |      |   | $       | 680,324  |  
|                                  | Flight equipment marketing          |   |             | 6,957   |      |   |         | 6,380    |  
|                                  | Interest and other                  |   |             | 15,507  |      |   |         | 39,778   |  
|                                  |                                     |   |             |         |      |   |         |         
|                                  |                                     |   | 764,409     |         |      |   | 726,482 |         
|                                  |                                     |   |             |         |      |   |         |         
|EXPENSES                          |                                     |   |             |         |      |   |         |         
|                                  | Interest                            |   |             | 236,989 |      |   |         | 218,892  |  
|                                  | Depreciation of flight equipment    |   |             | 282,094 |      |   |         | 235,691  |  
|                                  | Flight equipment rent               |   |             | 13,302  |      |   |         | 19,354   |  
|                                  | Provision for overhauls             |   |             | 26,390  |      |   |         | 18,763   |  
|                                  | Selling, general and administrative |   |             | 19,284  |      |   |         | 22,209   |  
|                                  |                                     |   |             |         |      |   |         |         
|                                  |                                     |   | 578,059     |         |      |   | 514,909 |         
|                                  |                                     |   |             |         |      |   |         |         
|INCOME BEFORE INCOME TAXES        |                                     |   | 186,350     |         |      |   | 211,573 |         
|                                  | Provision for income taxes          |   |             | 65,636  |      |   |         | 76,490   |  
|                                  |                                     |   |             |         |      |   |         |         
|NET INCOME                        |                                     |   | 120,714     |         |      |   | 135,083 |         
|                                  |                                     |   |             |         |      |   |         |         
|COMPREHENSIVE INCOME (NET OF TAX) |                                     |   |             |         |      |   |         |         
|                                  | Net changes in cash flow hedges     |   |             | 79,272  |      |   |         | 61,225   |  
|                                  | Foreign currency adjustment         |   |             | (67,958 | )    |   |         | (102,079 | )
|                                  |                                     |   |             |         |      |   |         |         
|                                  |                                     |   | 11,314      |         |      |   | (40,854 | )       
|                                  |                                     |   |             |         |      |   |         |         
|COMPREHENSIVE INCOME              |                                     | $ | 132,028     |         |      | $ | 94,229  |         
|                                  |                                     |   |             |         |      |   |         |         

See notes to condensed consolidated financial statements.

-4-



---



##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(Dollars in thousands)


|                                              |                                                        |   |             |           |      |   |           |           |  
|--------------------------------------------- | ------------------------------------------------------ | - | ----------- | --------- | ---- | - | --------- | --------- | -
|                                              |                                                        |   | 2003        |           | 2002
|                                              |                                                        |   |             |           |     
|                                              |                                                        |   | (Unaudited)
|REVENUES                                      |                                                        |   |             |           |      |   |           |          
|                                              | Rental of flight equipment                             |   | $           | 1,443,440 |      |   | $         | 1,289,333 |  
|                                              | Flight equipment marketing                             |   |             | 14,907    |      |   |           | 19,640    |  
|                                              | Interest and other                                     |   |             | 28,406    |      |   |           | 60,043    |  
|                                              |                                                        |   |             |           |      |   |           |          
|                                              |                                                        |   | 1,486,753   |           |      |   | 1,369,016 |          
|                                              |                                                        |   |             |           |      |   |           |          
|EXPENSES                                      |                                                        |   |             |           |      |   |           |          
|                                              | Interest                                               |   |             | 456,100   |      |   |           | 407,078   |  
|                                              | Depreciation of flight equipment                       |   |             | 546,240   |      |   |           | 452,458   |  
|                                              | Flight equipment rent                                  |   |             | 26,784    |      |   |           | 38,754    |  
|                                              | Provision for overhauls                                |   |             | 54,614    |      |   |           | 40,057    |  
|                                              | Selling, general and administrative                    |   |             | 39,860    |      |   |           | 43,732    |  
|                                              |                                                        |   |             |           |      |   |           |          
|                                              |                                                        |   | 1,123,598   |           |      |   | 982,079   |          
|                                              |                                                        |   |             |           |      |   |           |          
|INCOME BEFORE INCOME TAXES                    |                                                        |   | 363,155     |           |      |   | 386,937   |          
|                                              | Provision for income taxes                             |   |             | 125,260   |      |   |           | 138,549   |  
|                                              |                                                        |   |             |           |      |   |           |          
|NET INCOME                                    |                                                        |   | 237,895     |           |      |   | 248,388   |          
|                                              |                                                        |   |             |           |      |   |           |          
|COMPREHENSIVE INCOME (NET OF TAX)             |                                                        |   |             |           |      |   |           |          
|                                              | Net changes in cash flow hedges                        |   |             | 141,203   |      |   |           | 88,114    |  
|                                              | Foreign currency adjustment                            |   |             | (110,311  | )    |   |           | (94,867   | )
|                                              |                                                        |   |             |           |      |   |           |          
|                                              |                                                        |   | 30,892      |           |      |   | (6,753    | )        
|                                              |                                                        |   |             |           |      |   |           |          
|COMPREHENSIVE INCOME                          |                                                        | $ | 268,787     |           |      | $ | 241,635   |          
|                                              |                                                        |   |             |           |      |   |           |          
|SUPPLEMENTAL COMPREHENSIVE INCOME INFORMATION |                                                        |   |             |           |      |   |           |          
|                                              | Cumulative foreign currency adjustment, net of tax     |   | $           | (282,484  | )    |   | $         | (84,510   | )
|                                              | Cumulative cash flow hedge loss adjustment, net of tax |   |             | 174,755   |      |   |           | 27,128    |  

See notes to condensed consolidated financial statements.

-5-



---



##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(Dollars in thousands)


|                                          |                                                                                   |                                                                  |            |             |          |      |            |            |         |  
|----------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ---------- | ----------- | -------- | ---- | ---------- | ---------- | ------- | -
|                                          |                                                                                   |                                                                  |            | 2003        |          | 2002
|                                          |                                                                                   |                                                                  |            |             |          |     
|                                          |                                                                                   |                                                                  |            | (Unaudited)
|OPERATING ACTIVITIES                      |                                                                                   |                                                                  |            |             |          |      |            |           
|                                          | Net income                                                                        |                                                                  | $          | 237,895     |          |      | $          | 248,388    |        
|                                          | Adjustments to reconcile net income to net cash provided by
operating activities: |                                                                  |            |             |          |      |            |            |        
|                                          |                                                                                   | Depreciation of flight equipment                                 |            |             | 546,240  |      |            |            | 452,458 |  
|                                          |                                                                                   | Deferred income taxes                                            |            |             | 253,077  |      |            |            | 220,489 |  
|                                          |                                                                                   | Foreign exchange adjustment                                      |            |             | 169,710  |      |            |            | 20,627  |  
|                                          |                                                                                   | Change in derivative instruments                                 |            |             | (172,369 | )    |            |            | (20,020 | )
|                                          |                                                                                   | Amortization of deferred debt issue costs                        |            |             | 27,349   |      |            |            | 3,726   |  
|                                          |                                                                                   | Change in unamortized debt discount                              |            |             | 4,222    |      |            |            | (21,216 | )
|                                          |                                                                                   | Other                                                            |            |             | 478      |      |            |            | 3,837   |  
|                                          | Changes in operating assets and liabilities:                                      |                                                                  |            |             |          |      |            |            |        
|                                          |                                                                                   | Decrease (increase) in notes receivable                          |            |             | 3,260    |      |            |            | (18,208 | )
|                                          |                                                                                   | Increase in accrued interest, other receivables and other assets |            |             | (80,772  | )    |            |            | (47,670 | )
|                                          |                                                                                   | Decrease in current income taxes receivable                      |            |             | 61,873   |      |            |            | 72,216  |  
|                                          |                                                                                   | Increase in accrued interest and other payables                  |            |             | 40,342   |      |            |            | 54,913  |  
|                                          |                                                                                   | Increase in rentals received in advance                          |            |             | 14,342   |      |            |            | 14,540  |  
|                                          |                                                                                   |                                                                  |            |             |          |      |            |           
|Net cash provided by operating activities |                                                                                   |                                                                  | 1,105,647  |             |          |      | 984,080    |           
|                                          |                                                                                   |                                                                  |            |             |          |      |            |           
|INVESTING ACTIVITIES                      |                                                                                   |                                                                  |            |             |          |      |            |           
|                                          | Acquisition of flight equipment for operating leases                              |                                                                  |            | (3,589,924  | )        |      |            | (3,464,404 | )      
|                                          | Acquisition of flight equipment for finance leases                                |                                                                  |            | (165,202    | )        |      |            |           |        
|                                          | Increase in notes receivable                                                      |                                                                  |            | (30,198     | )        |      |            |           |        
|                                          | Decrease in deposits and progress payments                                        |                                                                  |            | 125,329     |          |      |            | 97,134     |        
|                                          | Proceeds
from disposal of flight equipment - net of gain                          |                                                                  |            |            |          |      |            | 36,215     |        
|                                          | Collections on notes receivable and sales-type leases                             |                                                                  |            | 24,649      |          |      |            | 16,766     |        
|                                          | Other                                                                             |                                                                  |            | 844         |          |      |            | 364        |        
|                                          |                                                                                   |                                                                  |            |             |          |      |            |           
|Net cash used in investing activities     |                                                                                   |                                                                  | (3,634,502 | )           |          |      | (3,313,925 | )         
|                                          |                                                                                   |                                                                  |            |             |          |      |            |           
|FINANCING ACTIVITIES                      |                                                                                   |                                                                  |            |             |          |      |            |           
|                                          | Repurchase of preferred stock                                                     |                                                                  |            |            |          |      |            | (50,000    | )      
|                                          | Net change in commercial paper                                                    |                                                                  |            | (891,756    | )        |      |            | 248,511    |        
|                                          | Proceeds from debt financing                                                      |                                                                  |            | 5,609,662   |          |      |            | 4,782,799  |        
|                                          | Payments in reduction of debt financing and capital lease obligations             |                                                                  |            | (2,090,559  | )        |      |            | (2,467,513 | )      
|                                          | Debt issue costs                                                                  |                                                                  |            | (36,969     | )        |      |            | (14,511    | )      
|                                          | Decrease in customer deposits                                                     |                                                                  |            | (37,378     | )        |      |            | (105,521   | )      
|                                          | Payment of common and preferred dividends                                         |                                                                  |            | (33,056     | )        |      |            | (29,406    | )      
|                                          |                                                                                   |                                                                  |            |             |          |      |            |           
|Net cash provided by financing activities |                                                                                   |                                                                  | 2,519,944  |             |          |      | 2,364,359  |           
|                                          |                                                                                   |                                                                  |            |             |          |      |            |           
|Increase (decrease) in cash               |                                                                                   |                                                                  | (8,911     | )           |          |      | 34,514     |           
|Cash at beginning of period               |                                                                                   |                                                                  | 66,049     |             |          |      | 79,383     |           
|                                          |                                                                                   |                                                                  |            |             |          |      |            |           
|                                          | Cash at end of period                                                             |                                                                  | $          | 57,138      |          |      | $          | 113,897    |        
|                                          |                                                                                   |                                                                  |            |             |          |      |            |           

(Table continued on following page)

-6-



---



##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(Dollars in thousands)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

|                                            |                                                                           |  |             |          |      |  |   |          |  
|------------------------------------------- | ------------------------------------------------------------------------- |  | ----------- | -------- | ---- |  | - | -------- | -
|                                            |                                                                           |  | 2003        |          | 2002
|                                            |                                                                           |  |             |          |     
|                                            |                                                                           |  | (Unaudited)
|Cash paid (received) during the period for: |                                                                           |  |             |          |      |  |   |         
|                                            | Interest (net of amount capitalized
of $24,579 (2003) and $30,446
(2002)) |  | $           | 406,193  |      |  | $ | 379,869  |  
|                                            | Income taxes, net                                                         |  |             | (189,690 | )    |  |   | (154,157 | )

2002

Variable interest entity assets in the amount of $13,731 were received as
partial payment in exchange for flight equipment with a book value of $14,043.


See notes to condensed consolidated financial statements.

-7-



---



##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(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 2002 unaudited
condensed consolidated financial statements to conform to the 2003
presentation. Operating results for the six months ended June 30, 2003 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2003. 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, 2002.
|  
|B. |  | Hedging Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |  | The Company uses derivatives to manage exposures to interest rate and
foreign currency risks. During the six months ended June 30, 2003, the
Company recorded the following in earnings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  

|                                                 |  |   |       | 
|------------------------------------------------ |  | - | ----- | 
|Income (loss) related to derivative instruments: |  |   |       | 
|Fair value of non-hedging instruments            |  | $ | 2,750 | 
|Ineffectiveness related to cash flow hedges      |  |   | 90    | 
|                                                 |  |   |       | 
|                                                 |  | $ | 2,840 | 
|                                                 |  |   |       | 



|   |  | During the six months ended June 30, 2003, $59,314 (net) was reclassified
from accumulated other comprehensive income to interest expense when
interest was paid or received on the Companys cash flow hedges. The Company
estimates that within the next twelve months it will amortize into earnings
approximately $100,000 of the pre-tax balance in other comprehensive income
under cash flow hedge accounting in connection with the Companys program to
convert debt from floating to fixed rates.                                                                                                                                                                                                                                                                                                                          
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|C. |  | Variable Interest Entities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | In January 2003, the Financial Accounting Standards Board (FASB)
issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (VIE) (FIN 46). The
provisions of this interpretation apply at inception for any entity created
after January 31, 2003. For a VIE created before February 1, 2003, the
provisions of this interpretation must be applied at the beginning of the
first interim or annual period beginning after June 15, 2003. FIN 46s
consolidation criteria are based on analysis of risk and rewards, not on
ownership, and represent a significant and complex modification of previous
accounting principles. FIN 46 represents a change in the method by which
these entities are accounted for, not a change in the underlying economics
of transactions entered into by the Company.
|  
|   |  | Beginning July 1, 2003, the Company will be required to consolidate sale
lease-back transactions it entered into in 1996 and 1997 and certain VIEs
for which the Company has determined it is the primary beneficiary, as
defined by FIN 46. The Company is not acquiring the assets of these
entities, nor do its legal rights or obligations change related to these
entities.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |  | The Company expects assets and liabilities to increase by approximately
$830.0 million related to the sale lease-back transactions and $110.0
million related to certain other VIEs. The Company expects to record an
after-tax charge of approximately $17.3 million as a cumulative effect of a
change in accounting principle as a result of the adoption of FIN 46.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |  | The Company sold an aircraft to a VIE owned by a non-related party in the
second quarter of 2003 in exchange for cash and a note receivable. The
Company consolidated the VIE that bought the aircraft in accordance with FIN
46.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

-8-



---



##### Table of Contents






CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

Forward Looking Statements

Certain of the statements in 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.

-9-



---



##### Table of Contents








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

Financial Condition

The Company borrows funds to purchase new and used flight equipment,
including funds for progress payments during the construction phase, and to
pay off existing debt obligations as they mature. These funds are borrowed
principally on an unsecured basis from various sources. During the six
months ended June 30, 2003, the Company borrowed $5.6 billion (excluding
commercial paper) and $1.1 billion was provided by operating activities. As
of June 30, 2003, the Company had committed to purchase 459 aircraft from
Airbus and Boeing at an estimated aggregated purchase price of $26.2 billion
for delivery through 2010 and options to purchase 18 additional aircraft at
an estimated aggregate purchase price of approximately $1.3 billion. The
Company currently expects to fund expenditures for aircraft, and meets its
liquidity needs, from a combination of available cash balances, internally
generated funds and financing arrangements. The Companys debt financing and
capital lease obligations were comprised of the following at the following
dates:

|                                                 |                                                           |   |                        |            |              |   |           |            |  
|------------------------------------------------ | --------------------------------------------------------- | - | ---------------------- | ---------- | ------------ | - | --------- | ---------- | -
|                                                 |                                                           |   | June 30,               |            | December 31,
|                                                 |                                                           |   | 2003                   |            | 2002        
|                                                 |                                                           |   |                        |            |             
|                                                 |                                                           |   | (Dollars in thousands)
|Public term debt with single maturities          |                                                           | $ | 9,678,375              |            |              | $ | 7,475,775 |           
|Public medium-term notes with varying maturities |                                                           |   | 5,956,562              |            |              |   | 4,969,500 |           
|Capital lease obligations                        |                                                           |   | 205,651                |            |              |   | 260,623   |           
|Bank and other term debt                         |                                                           |   | 2,469,207              |            |              |   | 2,084,793 |           
|                                                 |                                                           |   |                        |            |              |   |           |           
|                                                 | Total term debt, bank debt, and capital lease obligations |   |                        | 18,309,795 |              |   |           | 14,790,691 |  
|Commercial paper                                 |                                                           |   | 3,326,748              |            |              |   | 4,218,504 |           
|Deferred debt discount                           |                                                           |   | (27,706                | )          |              |   | (31,928   | )         
|                                                 |                                                           |   |                        |            |              |   |           |           
|                                                 | Total debt financing and capital lease obligations        |   | $                      | 21,608,837 |              |   | $         | 18,977,267 |  
|                                                 |                                                           |   |                        |            |              |   |           |           
|Selected interest rates and ratio:               |                                                           |   |                        |            |              |   |           |           
|                                                 | Composite interest rate                                   |   |                        | 4.50       | %            |   |           | 4.73       | %
|                                                 | Percentage of total debt at fixed rates                   |   |                        | 74.07      | %            |   |           | 76.67      | %
|                                                 | Composite interest rate on fixed rate debt                |   |                        | 5.47       | %            |   |           | 5.69       | %
|                                                 | Bank prime rate                                           |   |                        | 4.00       | %            |   |           | 4.25       | %

The above amounts represent the Companys anticipated settlement of its
currently outstanding debt obligations. Certain adjustments required to
present currently outstanding debt obligations have been recorded and
presented separately on the balance sheet, including adjustments related to
foreign currency and interest rate hedging activities. The Company has
eliminated the currency exposure arising from foreign currency denominated
notes by either hedging the notes through swaps or through the offset
provided by operating lease payments. The Company translates the debt into
US dollars using current exchange rates. The foreign exchange adjustment for
the foreign currency denominated debt was $434.6 million (2003) and $264.8
million (2002). Composite interest rates and percentages of total debt at
fixed rates reflect the effect of derivative instruments.

-10-



---



##### Table of Contents





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

Public Debt

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

|                                                                                                                                                   |  |          |       |                   |  |                       |       |               |  |   |       |  |  |   |       | 
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ----- | ----------------- |  | --------------------- | ----- | ------------- |  | - | ----- |  |  | - | ----- | 
|                                                                                                                                                   |  | Maximum  |       | Sold as of        |  | Sold as of            |       | Sold as of   
|                                                                                                                                                   |  | Offering |       | December 31, 2002 |  | June 30, 2003         |       | July 20, 2003
|                                                                                                                                                   |  |          |       |                   |  |                       |       |              
|                                                                                                                                                   |  |          |       |                   |  | (Dollars in millions) |       |               |  |  
|Registration statement
dated December 31,
2002 (including $2.88
billion Medium-Term
Note program and $1.0
billion Retail Medium-Term
Note Program) |  | $        | 6,080 | (a)               |  | $                     |      |               |  | $ | 4,377 |  |  | $ | 4,453 | 
|Registration statement
dated June 20, 2003                                                                                                         |  |          | 5,000 |                   |  |                       |      |               |  |   |      |  |  |   |      | 
|Euro Medium-Term
Note Programme dated May 2003 (b)                                                                                                 |  |          | 5,000 |                   |  |                       | 2,106 |               |  |   | 2,808 |  |  |   | 2,808 | 



---

|(a) |  | Includes $1.08 billion, which was incorporated into the
registration statement from a prior registration statement, increasing
the maximum offering from $5.0 billion to $6.08 billion.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | The Company has hedged the foreign currency risk of the notes
through operating lease payments or derivatives.                                                                         

Capital Lease Obligations

The Company has Export Credit Lease financings which provided 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
was prepaid by the Company.

Bank Term Debt

In January 1999, the Company entered into an Export Credit Facility, up
to a maximum of $4.3 billion, for aircraft delivered through 2001. The
Company used the facility to fund 85% of each aircrafts purchase price.
This facility is guaranteed by various European Export Credit Agencies. The
Company financed 62 aircraft using $2.8 billion under this facility over ten
years with interest rates from 5.753% to 5.898%. The debt is collateralized
by a pledge of the shares of a subsidiary of the Company which holds title
to the aircraft financed under the facility. At June 30, 2003, $1.9 billion
was outstanding under the facility.

In 2003, the Company entered into various bank financings for a total
funded amount of $530.0 million. The financings mature through 2009. The
interest rates are LIBOR based and ranged from 2.465% to 2.935% at June 30,
2003.

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. Notwithstanding the programs size,
it is the Companys intention to sell commercial paper to a maximum amount
that is no more than an expected range of 100% - 115% of the aggregate
amount of the backup facilities available (see Bank Commitments). The
weighted average interest rate of the Companys Commercial Paper Program was
1.12% at June 30, 2003 and 1.46% at December 31, 2002.

-11-



---



##### Table of Contents





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

Bank Commitments

As of June 30, 2003, the Company had committed revolving loans and
lines of credit with 20 commercial banks aggregating $3.15 billion. These
revolving loans and lines of credit 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% 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 had not drawn
on its revolving loans and lines of credit as of June 30, 2003.

Off Balance Sheet Arrangements

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. The Company repurchased three aircraft
before the lease termination, which were sold to third parties, and
repurchased the remaining five aircraft from the 1995 sale-leaseback
transaction when the leases expired in December 2002. If the Company does
not negotiate extensions of the one-year operating lease terms as they
expire in September 2003 and 2004, the Company will be required to borrow
additional funds to terminate the transactions and reacquire the assets. The
estimated remaining minimum lease payments (exclusive of the interest
component of rent) and buy-back amounts, assuming the current contractual
end of the transactions, are $381.0 million (2003) and $462.4 million
(2004). The Companys implementation of FASB Interpretation No. 46 (FIN
46) will require the Company to consolidate the sale-leaseback entities,
starting in the third quarter of 2003. The Company expects to record assets
and liabilities of approximately $830.0 million related to these entities
and will then cease to record rent expense for the operating leases.

The Company has sold aircraft to VIEs owned by third parties and has
from time to time issued asset value guarantees or loan guarantees related
to the sold asset. The Company will be a variable interest holder pursuant
to FIN 46 in some of those entities. See Note C at Notes to Condensed
Consolidated Financial Statements. The Company has determined that it is the
primary beneficiary, as defined by FIN 46, of certain of those entities. As
a result, effective July 1, 2003, the Company will be required to
consolidate those entities.

The Company expects to record assets and liabilities of approximately
$110.0 million related to these assets and to record an after tax charge of
approximately $17.3 million as a cumulative effect of a change in accounting
principle as a result of the adoption of FIN 46.

The Company has not established any other unconsolidated entities, for
the purpose of facilitating off-balance sheet arrangements or for other
contractually narrow or limited purposes. The Company has, however, from
time to time established subsidiaries, entered into joint ventures or
created other partnership arrangements with the limited purpose of leasing
aircraft or facilitating borrowing arrangements.

Derivatives

In the normal course of business, the Company employs a variety of
derivative products to manage its foreign currency exposure and its exposure
to interest rates and the resulting impact of changes in interest rates and
exchange rates on earnings, with the objective of lowering its overall
borrowing cost and maintaining an 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
floor agreements.

-12-



---



##### Table of Contents





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

The counterparty to the Companys derivative instruments is AIG
Financial Products Corp., a related party with the highest ratings available
from the credit rating agencies, which enters into transactions with
independent third parties. 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 provide
collateral. Failure of the instruments or counterparty to perform under the
derivative contracts could have a material impact on the Companys results
of operations.

Market Liquidity Risk

The Company is in compliance with all covenants and 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 renew existing, or obtain access
to new financing arrangements and could increase the cost of financing
arrangements. For example, a downgrade in credit rating could preclude the
Company from issuing commercial paper under its current program.

Turmoil in the airline industry, continued global political unrest, and
worldwide health issues have led to increased uncertainty in the debt
markets in which the Company borrows funds. While the Company has been able
to borrow the funds necessary to finance operations in the current market
environment, additional turmoil in the airline industry or political
environment could limit the Companys ability to borrow funds from its
current funding sources. Should this occur the Company would seek
alternative sources of funding, including securitizations, manufacturers
financings, drawings upon its revolving loans and lines of credit or
additional short-term borrowings. If the Company were unable to obtain
sufficient funding, it would negotiate with manufacturers to defer
deliveries of aircraft.

The following summarizes the Companys contractual obligations at June
30, 2003.

Existing Commitments (Exclusive of Interest)

|                                                        |  |                                |            |      |  |      |           |      |  |      |           |      |  |            |           |  |  |   |           |  |  |   |           |  |  |   |            | 
|------------------------------------------------------- |  | ------------------------------ | ---------- | ---- |  | ---- | --------- | ---- |  | ---- | --------- | ---- |  | ---------- | --------- |  |  | - | --------- |  |  | - | --------- |  |  | - | ---------- | 
|                                                        |  | Commitments Due by Fiscal Year
|                                                        |  |                               
|                                                        |  | Total                          |            | 2003 |  | 2004 |           | 2005 |  | 2006 |           | 2007 |  | Thereafter
|                                                        |  |                                |            |      |  |      |           |      |  |      |           |      |  |           
|                                                        |  | (Dollars in thousands)        
|Public and Bank
Term Debt                               |  | $                              | 18,104,144 |      |  | $    | 1,455,587 |      |  | $    | 3,709,624 |      |  | $          | 3,115,726 |  |  | $ | 2,941,374 |  |  | $ | 2,715,753 |  |  | $ | 4,166,080  | 
|Capital Lease
Obligations                               |  |                                | 205,651    |      |  |      | 56,774    |      |  |      | 105,194   |      |  |            | 43,683    |  |  |   |          |  |  |   |          |  |  |   |           | 
|Commercial Paper                                        |  |                                | 3,326,748  |      |  |      | 3,326,748 |      |  |      |          |      |  |            |          |  |  |   |          |  |  |   |          |  |  |   |           | 
|Operating Leases                                        |  |                                | 126,396    |      |  |      | 3,780     |      |  |      | 11,317    |      |  |            | 11,485    |  |  |   | 8,575     |  |  |   | 8,918     |  |  |   | 82,321     | 
|Operating Leases
under
Sale-Lease-Back
Transactions (a) |  |                                | 829,552    |      |  |      | 367,161   |      |  |      | 462,391   |      |  |            |          |  |  |   |          |  |  |   |          |  |  |   |           | 
|Purchase
Commitments                                    |  |                                | 26,169,600 |      |  |      | 1,147,600 |      |  |      | 4,633,600 |      |  |            | 4,720,400 |  |  |   | 5,052,500 |  |  |   | 4,332,100 |  |  |   | 6,283,400  | 
|                                                        |  |                                |            |      |  |      |           |      |  |      |           |      |  |            |           |  |  |   |           |  |  |   |           |  |  |   |            | 
|Total                                                   |  | $                              | 48,762,091 |      |  | $    | 6,357,650 |      |  | $    | 8,922,126 |      |  | $          | 7,891,294 |  |  | $ | 8,002,449 |  |  | $ | 7,056,771 |  |  | $ | 10,531,801 | 
|                                                        |  |                                |            |      |  |      |           |      |  |      |           |      |  |            |           |  |  |   |           |  |  |   |           |  |  |   |            | 



---

|(a) |  | Includes the repurchase of six aircraft in 2003 and seven aircraft in
2004.
|--- |  | ---------------------------------------------------------------------------

-13-



---



##### 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                                 |           | 2003 |  | 2004 |         | 2005 |  | 2006 |         | 2007 |  | Thereafter
|                                 |  |                                       |           |      |  |      |         |      |  |      |         |      |  |           
|                                 |  | (Dollars in thousands)               
|Purchase Options on New Aircraft |  | $                                     | 1,287,200 |      |  | $    |        |      |  | $    | 36,600  |      |  | $          | 295,100 |  |  | $ | 248,400 |  |  | $ | 567,000 |  |  | $ | 140,100 | 
|Put Options (a)                  |  |                                       | 781,695   |      |  |      | 231,614 |      |  |      | 67,422  |      |  |            | 256,658 |  |  |   |        |  |  |   |        |  |  |   | 226,001 | 
|Asset Value Guarantees (a)       |  |                                       | 116,189   |      |  |      | 36,250  |      |  |      | 17,976  |      |  |            | 11,041  |  |  |   | 8,178   |  |  |   |        |  |  |   | 42,744  | 
|Loan Guarantees (a)              |  |                                       | 109,496   |      |  |      |        |      |  |      | 3,343   |      |  |            |        |  |  |   | 52,000  |  |  |   |        |  |  |   | 54,153  | 
|Lines of Credit                  |  |                                       | 20,000    |      |  |      | 20,000  |      |  |      |        |      |  |            |        |  |  |   |        |  |  |   |        |  |  |   |        | 
|                                 |  |                                       |           |      |  |      |         |      |  |      |         |      |  |            |         |  |  |   |         |  |  |   |         |  |  |   |         | 
|Total                            |  | $                                     | 2,314,580 |      |  | $    | 287,864 |      |  | $    | 125,341 |      |  | $          | 562,799 |  |  | $ | 308,578 |  |  | $ | 567,000 |  |  | $ | 462,998 | 
|                                 |  |                                       |           |      |  |      |         |      |  |      |         |      |  |            |         |  |  |   |         |  |  |   |         |  |  |   |         | 



---

|(a) |  | From time to time, the Company participates with airlines, banks
and other financial institutions to assist 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.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Industry Condition

The Companys sources of revenue are principally from scheduled and
charter airlines and companies associated with the airline industry. The
Companys revenues and results of operation are therefore affected by how
its customers cope with the economic environment in which airlines operate.
In the past two years, the airline industry has been negatively affected by
a number of factors, including acts of terrorism and related lingering
fears, the war in Iraq, a sluggish worldwide economy, the cost of fuel, the
cost of insurance and most recently the outbreak of Severe Acute Respiratory
Syndrome (SARS). The Companys revenues and results of operations have
been negatively affected in 2002 and 2003 by participation in customer
restructurings and requirements to re-lease aircraft repossessed from
airlines which have ceased operations. During 2003, two of the Companys
customers, Avianca (1 owned aircraft) and Hawaiian Airlines (4 owned
aircraft), filed for protection under Chapter 11 of the United States
Bankruptcy Code and one of the Companys customers, Air Canada (11 owned and
one managed aircraft), filed for bankruptcy under Canadas Companies
Creditors Arrangement Act. At June 30, 2003, the Company had re-leased the
aircraft previously leased to Avianca. Hawaiian and Air Canada continue to
operate leased aircraft under the protection of the bankruptcy proceedings.
The Company has reached agreement for the continuance of these leases, and
the airlines are currently paying under the terms of the new agreements.

The Company generates approximately 20% of its revenues from customers
based in Asia and the Pacific region, and has numerous other customers who
operate flights to and from those areas. Travel between Asia and the rest
of the world was negatively impacted by the outbreak of SARS. Many airlines
in Asia and those traveling to Asia curtailed flights in response to the
reluctance of people willing to travel to Asia during the six months ended
June 30, 2003. Travel to Asia has, however, picked up sharply with the June
2003 lifting of World Health Organization warnings against visits to SARS
affected countries. Trips to Singapore and China have risen by approximately
60% and 80%, respectively, from May lows.

-14-



---



##### Table of Contents





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

Results of Operations- Three months ended June 30, 2003 versus 2002.

Revenues from the rental of flight equipment increased 9.0% to $741.9
million in 2003 compared to $680.3 million in 2002, 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. At June 30, 2003, the
Company had two aircraft off-lease (not subject to a signed lease agreement
or a signed letter of intent), both of which had been off-lease for less
than three months. As of July 23, 2003, one of the two unleased aircraft was
placed. Revenues were also negatively impacted by lower lease rates and
restructured rents, as a result of the slowdown and turmoil of the airline
industry. The 2002 revenue from rental of flight equipment included
approximately $26.3 million from a settlement related to a lessee in
bankruptcy.

Lease margin (Rental of flight equipment less total expense, divided by
Rental of flight equipment) is a measure by which the Company
isolates and evaluates the
overall profitability of its contractual leasing operations, which
constitutes the Company's primary revenue generating activity. The Companys lease margin
for the period decreased to 22.1% in 2003 compared to 24.3% for the same
period in 2002. The most directly comparable GAAP financial measure is
income before income taxes divided by total revenues, which was 24.4% in
2003 compared to 29.1% for the same period in 2002, and the difference
between this calculation and the lease margin is the exclusion of revenues
from flight equipment marketing and interest and other that aggregated $22.5
million and $46.2 million in 2003 and 2002, respectively. The Company
expects factors described in Industry Conditionsto further negatively
impact revenues in 2003 and beyond as airlines continue to experience
financial difficulties. At June 30, 2003 the Companys fleet, on which it
earns rental revenue, consisted of 616 aircraft compared to a fleet of 532
aircraft at June 30, 2002. The cost of the leased fleet, which includes
aircraft subject to sale-lease back transactions from which rental income is
earned, increased to $34.2 billion at June 30, 2003 compared to $29.1
billion at June 30, 2002.

In addition to its leasing operations, the Company engages in the
marketing of flight equipment throughout the lease term, as well as the sale
of third party owned flight equipment on a principal and commission basis.
Revenues from flight equipment marketing remained relatively constant at
$7.0 million in 2003 compared to $6.4 million in 2002.

Interest and other revenue decreased to $15.5 million in 2003 compared
to $39.8 million in 2002 primarily due to a decrease in forfeitures of
security and other deposits and contract termination fees resulting from
nonperformance by customers and manufacturers which totaled $0.5 million in
2003 as compared to $31.4 million in 2002.

Interest expense increased to $237.0 million in 2003 compared to $219.0
million in 2002 as a result of an increase in average debt outstanding,
which is borrowed to finance aircraft acquisitions (excluding the effect of
debt discount and foreign exchange adjustments), to $21.0 billion in 2003
compared to $17.6 billion in 2002. This increase was partially offset by a
decrease in the average composite borrowing rate to 4.54% in 2003 compared
to 4.98% in 2002. The Companys composite borrowing rate decreased as
follows:

|                     |  |      |      |      |  |          |      |   |  |  |      |  
|-------------------- |  | ---- | ---- | ---- |  | -------- | ---- | - |  |  | ---- | -
|                     |  | 2003 |      | 2002 |  | Decrease
|                     |  |      |      |      |  |         
|Beginning of Quarter |  |      | 4.57 | %    |  |          | 4.93 | % |  |  | 0.36 | %
|End of Quarter       |  |      | 4.50 | %    |  |          | 5.03 | % |  |  | 0.53 | %
|Average              |  |      | 4.54 | %    |  |          | 4.98 | % |  |  | 0.44 | %

Interest expense for the three months ended June 30, 2003 includes a
$0.3 million benefit related to derivative activities.

Depreciation of flight equipment increased 19.7% to $282.1 million in
2003 compared to $235.7 million in 2002 due to the increased cost of the
fleet.

The Company, in prior periods, had entered into sale-leaseback
transactions. Currently 13 aircraft are accounted for under these
transactions. Flight equipment rent decreased to $13.3 million in 2003
compared to $19.4 million in 2002 due to the repurchase of five aircraft in
connection with the termination of the leases in December 2002 and
principal amortization. Furthermore, there was a decrease in the 2003 lease
rates compared to 2002, resulting from a decrease in interest rates,
affecting the floating rate component of the lease rates.

Provision for overhauls increased to $26.4 million in 2003 compared to
$18.8 million in 2002 due to an increase in the aggregate number of hours flown
on which the Company collects overhaul revenue and against which the
provision is computed.

The provision for income taxes decreased to $65.6 million in 2003
compared to $76.5 million in 2002. The effective tax rate decreased to 35.2%
from 36.2% for the second quarter 2003 compared to the same period in 2002.
The decrease resulted from the increased impact of the Extraterritorial
Income Exclusion Act of 2000 due to new deliveries in 2003.

-15-



---



##### Table of Contents





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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company typically contracts to re-lease aircraft before the end of
the existing lease term. For aircraft returned before the end of the lease
term, the Company has generally been able to re-lease aircraft within two to
six months of its return. The Company has not recognized any impairment
related to its fleet, as the existing service potential of the aircraft in
the Companys portfolio has not been diminished. Further, the Company has
been able to re-lease aircraft without diminution in lease rates to an
extent that would warrant an impairment write down.



| |                                                                   
| | ------------------------------------------------------------------
| | Results of Operations- Six months ended June 30, 2003 versus 2002.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Revenue from the rentals of flight equipment increased 12.0% to
$1,443.4 million in 2003 compared to $1,289.3 million in 2002, 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. At June
30, 2003, the Company had two aircraft off-lease (not subject to a signed
lease agreement or a signed letter of intent), both of which had been
off-lease for less than three months. As of July 23, 2003, one of the two
unleased aircraft was placed. Revenues were also negatively impacted by
lower lease rates and restructured rents, as a result of the slowdown and
turmoil of the airline industry. The 2002 revenue from rental of flight
equipment included approximately $26.3 million from a settlement related to
a lessee in bankruptcy.                                                                                                                                                                               
|
| | The Companys lease margin for the period decreased to 22.2% in 2003
compared to 23.8% for the same period in 2002. The most directly comparable
GAAP financial measure is income before income taxes divided by total
revenues, which was 24.4% in 2003 compared to 28.3% for the same period in
2002, and the difference between this calculation and the lease margin is
the exclusion of revenues from flight equipment marketing and interest and
other that aggregated $43.3 million and $79.7 million in 2003 and 2002,
respectively. The Company expects factors described in Industry Conditions
to further negatively impact revenues in 2003 and beyond as airlines
continue to experience financial difficulties. At June 30, 2003 the
Companys fleet, on which it earns rental revenue, consisted of 616 aircraft
compared to a fleet of 532 aircraft at June 30, 2002. The cost of the leased
fleet, which includes aircraft subject to sale-lease back transactions from
which rental income is earned, increased to $34.2 billion at June 30, 2003
compared to $29.1 billion at June 30, 2002.
|
| | In addition to its leasing operations, the Company engages in the
marketing of flight equipment throughout the lease term, as well as the sale
of third party owned flight equipment on a principal and commission basis.
Revenues from flight equipment marketing decreased to $14.9 million in 2003
compared to $19.6 million in 2002 as a result of the type of equipment
marketed in each of the periods and net book value of the Company-owned
equipment sold. The Company sold no Company-owned aircraft during the six
months ended June 30, 2003, and sold two Company-owned aircraft during the
same period in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | Interest and other revenue decreased to $28.4 million in 2003 compared
to $60.0 million in 2002 primarily due to a decrease in forfeitures of
security and other deposits and contract termination fees resulting from
nonperformance by customers and manufacturers which totaled $0.5 million in
2003 as compared to $42.8 million in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | Interest expense increased to $456.1 million in 2003 compared to $407.1
million in 2002 as a result of an increase in average debt outstanding,
which is borrowed to finance aircraft acquisitions (excluding the effect of
debt discount and foreign exchange adjustments), to $20.3 billion in 2003
compared to $17.1 billion in 2002. This increase was partially offset by a
decrease in the average composite borrowing rate to 4.62% in 2003 compared
to 5.05% in 2002. The Companys composite borrowing rate decreased as
follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|                        |  |      |      |      |  |          |      |   |  |  |      |  
|----------------------- |  | ---- | ---- | ---- |  | -------- | ---- | - |  |  | ---- | -
|                        |  | 2003 |      | 2002 |  | Decrease
|                        |  |      |      |      |  |         
|Beginning of six months |  |      | 4.73 | %    |  |          | 5.07 | % |  |  | 0.34 | %
|End of six months       |  |      | 4.50 | %    |  |          | 5.03 | % |  |  | 0.53 | %
|Average                 |  |      | 4.62 | %    |  |          | 5.05 | % |  |  | 0.43 | %



| |                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest expense for the six months ended June 30, 2003 includes a $2.8
million benefit related to derivative activities.                                                                                                                                                                                                                    
|
| | Depreciation of flight equipment increased 20.7% to $546.2 million in
2003 compared to $452.5 million in 2002 due to the increased cost of the
fleet.                                                                                                                                                                                        
|
| | The Company, in prior periods, had entered into sale-leaseback
transactions. Currently 13 aircraft are accounted for under these
transactions. Flight equipment rent decreased to $26.8 million in 2003
compared to $38.8 million in 2002 due to the repurchase of five aircraft in
connection with the termination of the leases in December

-16-



---



##### Table of Contents





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

2002 and principal amortization. Furthermore, there was a decrease in the
2003 lease rates compared to 2002, resulting from a decrease in interest
rates, affecting the floating rate component of the lease rates.

Provision for overhauls increased to $54.6 million in 2003 compared to
$40.1 million in 2002 due to an increase in aggregate number of hours flown
on which the Company collects overhaul revenue and against which the
provision is computed

The provision for income taxes decreased to $125.3 million in 2003
compared to $138.5 million in 2002. The effective tax rate decreased to
34.5% from 35.8% for the six months ended June 30, 2003 compared to 2002.
The decrease resulted from the increased impact of the Extraterritorial
Income Exclusion Act of 2000 due to new deliveries in 2003.

The Company typically contracts to re-lease aircraft before the end of
the existing lease term. For aircraft returned before the end of the lease
term, the Company has generally been able to re-lease aircraft within two to
six months of its return. The Company has not recognized any impairment
related to its fleet, as the existing service potential of the aircraft in
the Companys portfolio has not been diminished. Further, the Company has
been able to re-lease aircraft without diminution in lease rates to an
extent that would warrant an impairment write down.

-17-



---



##### 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 and possible liquidity strain 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, and financial
instrument liabilities, which includes future servicing of current debt. The
estimated 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 June 30, 2003 and December 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 under 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. The following table
presents the average, high and low VaRs for the Company with respect to its
fair value for the periods ended June 30, 2003 and December 31, 2002:

|              |  |                  |      |                   |  |     |      |         |  |                       |     |     |  |   |      |  |  |   |      |  |  |   |     | 
|------------- |  | ---------------- | ---- | ----------------- |  | --- | ---- | ------- |  | --------------------- | --- | --- |  | - | ---- |  |  | - | ---- |  |  | - | --- | 
|              |  | ILFC Market Risk
|              |  |                 
|              |  | Six months Ended |      | Year Ended       
|              |  | June 30, 2003    |      | December 31, 2002
|              |  |                  |      |                  
|              |  |                  |      |                   |  |     |      |         |  | (Dollars in millions) |     |     |  |   |      |  |  |  
|              |  | Average          |      | High              |  | Low |      | Average |  | High                  |     | Low
|              |  |                  |      |                   |  |     |      |         |  |                       |     |    
|Combined      |  | $                | 14.2 |                   |  | $   | 27.1 |         |  | $                     | 7.8 |     |  | $ | 20.1 |  |  | $ | 42.8 |  |  | $ | 7.8 | 
|Interest Rate |  |                  | 14.3 |                   |  |     | 27.1 |         |  |                       | 7.8 |     |  |   | 20.0 |  |  |   | 42.8 |  |  |   | 7.8 | 
|Currency      |  |                  | 0.9  |                   |  |     | 1.3  |         |  |                       | 0.2 |     |  |   | 0.5  |  |  |   | 1.2  |  |  |   | 0.0 | 

-18-



---



##### Table of Contents






|ITEM 4. |  | CONTROLS AND PROCEDURES
|------- |  | -----------------------

As of June 30, 2003, the Chairman of the Board and Chief Executive
Officer and the Vice Chairman, Chief Financial Officer and Chief Accounting
Officer of the Company (collectively, the Certifying Officers) have
evaluated the effectiveness of the Companys disclosure controls and
procedures. These disclosure controls and procedures are those controls and
procedures which are designed to insure that all of the information required
to be disclosed by the Company in its periodic reports filed with the
Securities and Exchange Commission (the Commission) is recorded,
processed, summarized and reported within the time periods specified by the
Commissions rules and forms, and that the information is communicated to
the Certifying Officers on a timely basis. The Certifying Officers
concluded, based on their evaluation, that the Companys disclosure controls
and procedures are effective for the Company, taking into consideration the
size and nature of the Companys business and operations. There were no
changes in the Companys internal control over financial reporting that
occurred during the Companys most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.

-19-



---



##### Table of Contents






PART II. OTHER INFORMATION




ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

| |  |    |          |                                                         |  |                                                                                                                                        
| |  | -- | -------- | ------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
| |  | a) | Exhibits |                                                         | 
| |  |    |          |                                                         |  |                                                                                                                                        
| |  |    |          | 1.                                                      |  | Amended and Restated
Programme Agreement, dated May 16, 2003, between the
Company and the Dealers named therein                        
| |  |    |          |                                                         |  |                                                                                                                                        
| |  |    |          | 3.                                                      |  | Unanimous Written Consent of Sole
Stockholder of the Company, dated January 2, 2002,
amending the By-Laws of the Company               
| |  |    |          |                                                         |  |                                                                                                                                        
| |  |    |          | 4.                                                      |  | Supplemental Agency Agreement, dated May
16, 2003, between the Company, Citibank, N.A. and Dexia
Banque International a Luxembourg S.A.
| |  |    |          |                                                         |  |                                                                                                                                        
| |  |    |          | 12.                                                     |  | Computation of Ratios of Earnings to
Fixed Charges and Preferred Stock Dividends                                                       
| |  |    |          |                                                         |  |                                                                                                                                        
| |  |    |          | 99.1                                                    |  | Certification of Chairman of the Board
and Chief Executive Officer                                                                     
| |  |    |          |                                                         |  |                                                                                                                                        
| |  |    |          | 99.2                                                    |  | Certification of Vice Chairman, Chief
Financial Officer and Chief Accounting Officer                                                   
| |  |    |          |                                                         |  |                                                                                                                                        
| |  |    |          | 99.3                                                    |  | Certification under 18 U.S.C., Section 1350                                                                                            
| |  |    |          |                                                         |  |                                                                                                                                        
| |  | b) |          | Reports on Form 8-K:                                   
| |  |    |          |                                                         |  |                                                                                                                                        
| |  |    |          | Form 8-K, event date April 15, 2003 (Item 7)           
| |  |    |          | Form 8-K, event date April 24, 2003 (Item 7 and Item 9)
| |  |    |          | Form 8-K, event date April 24, 2003 (Item 7)           
| |  |    |          | Form 8-K, event date May 19, 2003 (Item 7)             
| |  |    |          | Form 8-K, event date May 20, 2003 (Item 7)             

-20-



---



##### 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

|              |  |                          |  |                             
|------------- |  | ------------------------ |  | ----------------------------
|July 25, 2003 |  | /S/ Steven F. Udvar-Hazy
|              |  |                          |  |                             
|              |  |                          |  | STEVEN F. UDVAR-HAZY        
|              |  |                          |  | Chairman of the Board and   
|              |  |                          |  | Chief Executive Officer     
|              |  |                          |  |                             
|July 25, 2003 |  | /S/ Alan H. Lund        
|              |  |                          |  |                             
|              |  |                          |  | ALAN H. LUND                
|              |  |                          |  | Vice Chairman,              
|              |  |                          |  | Chief Financial Officer     
|              |  |                          |  | and Chief Accounting Officer

-21-



---



##### Table of Contents



INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES




INDEX TO EXHIBITS

|            |  |  |      |  |  |                                                                                                                                        
|----------- |  |  | ---- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. | 
|            | 
|            |  |  | 1.   |  |  | Amended and Restated Programme Agreement, dated May 16, 2003,
between the Company and the Dealers named therein                        
|            |  |  |      |  |  |                                                                                                                                        
|            |  |  | 3.   |  |  | Unanimous Written Consent of Sole Stockholder of the Company,
dated January 2, 2002, amending the By-Laws of the Company               
|            |  |  |      |  |  |                                                                                                                                        
|            |  |  | 4.   |  |  | Supplemental Agency Agreement, dated May 16, 2003, between
the Company, Citibank, N.A. and Dexia Banque International a
Luxembourg S.A.
|            |  |  |      |  |  |                                                                                                                                        
|            |  |  | 12.  |  |  | Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividends                                                       
|            |  |  |      |  |  |                                                                                                                                        
|            |  |  | 99.1 |  |  | Certification of Chairman of the Board and Chief Executive Officer                                                                     
|            |  |  |      |  |  |                                                                                                                                        
|            |  |  | 99.2 |  |  | Certification of Vice Chairman, Chief Financial Officer and Chief Accounting Officer                                                   
|            |  |  |      |  |  |                                                                                                                                        
|            |  |  | 99.3 |  |  | Certification under 18 U.S.C., Section 1350                                                                                            

-22-