<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended.........September 30, 1995......
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ............ to ..............
Commission file number ....... 0-11350
INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 22-3059110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1999 AVENUE OF THE STARS LOS ANGELES, CALIFORNIA 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(310) 788-1999
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ___X___ No____________
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at October 31, 1995
----- -------------------------------
Common Stock, no par value 35,818,122
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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX
Part I. Financial Information: Page No.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
September 30, 1995 and December 31, 1994. . . . . . . 3
Condensed Consolidated Statements of Income
Three Months Ended September 30, 1995 and 1994. . 4
Condensed Consolidated Statements of Income
Nine Months Ended September 30, 1995 and 1994 . . 5
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1995 and 1994 . . 6
Note to Condensed Consolidated Financial Statements . . 8
Item 2. Management's Discussion and Analysis of the
Financial Condition and Results of Operations . 9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . 12
Signatures. . . . . . . . . . . . . . . . . . . . . . . 13
Index to Exhibits . . . . . . . . . . . . . . . . . . . 14
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<S> <C> <C>
September 30, December 31,
1995 1994
----------- -----------
(Unaudited)
ASSETS
Cash, including interest bearing accounts
of $44,265 (1995) and $45,831 (1994) $ 47,778 $ 52,891
Notes receivable 391,006 355,151
Net investment in finance and sales-
type leases 88,038 92,233
Flight equipment under operating leases 12,374,075 9,928,416
Less accumulated depreciation 1,262,606 1,077,337
---------- ---------
11,111,469 8,851,079
---------- ---------
Deposits on flight equipment purchases 780,328 890,711
Accrued interest, other receivables
and other assets 98,827 71,238
Investments 18,978 18,983
Deferred debt issue costs-less
accumulated amortization of $27,992
(1995) and $22,346 (1994) 28,616 20,846
---------- ----------
$12,565,040 $10,353,132
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued interest and other payables $ 175,929 $ 124,025
Debt financing, net of deferred debt
discount of $17,917 (1995) and $19,028
(1994) 9,414,304 7,583,006
Security & other deposits on flight
equipment 483,116 478,486
Rentals received in advance 83,909 72,557
Deferred income taxes 615,275 487,410
Current income taxes (74,474) (33,124)
SHAREHOLDERS' EQUITY
Preferred stock--no par value; 20,000,000
authorized shares
Market Auction Preferred Stock, $100,000
per share liquidation value; Series A,B,C,D,E
and F (1995) and Series A,B,C and D (1994)
each having 500 shares issued and
outstanding 300,000 200,000
Common stock--no par value; 100,000,000
authorized shares, 35,818,122 (1995
and 1994) issued and outstanding 3,582 3,582
Additional paid-in capital 581,417 582,941
Retained earnings 981,982 854,249
---------- ----------
1,866,981 1,640,772
---------- ----------
$12,565,040 $10,353,132
========== ==========
</TABLE>
SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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INTERNATIONAL LEASE FINANCE CORPORATION
AND SUBSIDIARIES CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995
AND SEPTEMBER 30, 1994
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C> <C>
1995 1994
-------- --------
(Unaudited)
REVENUES:
Rentals of flight equipment $331,229 $260,749
Flight equipment marketing 20,574 8,937
Interest and other 12,537 9,142
------- -------
364,340 278,828
------- -------
EXPENSES:
Interest 144,537 99,007
Depreciation 116,152 86,876
Provision for overhaul 19,781 14,357
Selling, general & administrative 10,020 7,435
------- -------
290,490 207,675
------- -------
INCOME BEFORE INCOME TAXES 73,850 71,153
Provision for income taxes 26,875 25,719
------- -------
NET INCOME $ 46,975 $45,434
======= =======
</TABLE>
SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
AND SEPTEMBER 30, 1994
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C> <C>
1995 1994
---------- -----------
(Unaudited)
REVENUES:
Rentals of flight equipment $ 917,141 $ 723,759
Flight equipment marketing 83,076 59,531
Interest and other 35,360 30,553
--------- ---------
1,035,577 813,843
--------- ---------
EXPENSES:
Interest 398,364 268,346
Depreciation 318,328 242,080
Provision for overhaul 51,102 38,619
Selling, general & administrative 29,491 21,821
-------- ---------
797,285 570,866
-------- ---------
INCOME BEFORE INCOME TAXES 238,292 242,977
Provision for income taxes 90,226 89,559
-------- ---------
NET INCOME $ 148,066 $ 153,418
========= =========
</TABLE>
SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
AND SEPTEMBER 30, 1994
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C> <C>
1995 1994
---------- --------
(Unaudited)
OPERATING ACTIVITIES:
Net Income $ 148,066 153,418
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation of flight equipment 318,328 242,080
Deferred income taxes 127,865 112,353
Amortization of deferred debt
issue costs 8,197 4,666
Gain on sale of flight equipment
included in amount financed (27,107) (39,354)
Increase in notes receivable (8,553) (34,349)
Equity in net (income) loss of affiliates 5 (1,807)
Changes in operating assets and liabilities:
(Increase) decrease in accrued interest,
other receivables and other assets (27,589) 8,158
Increase in accrued interest and
other payables 51,904 51,650
Decrease in current income taxes payable (41,350) (29,050)
Increase in rentals received in advance 11,352 21,774
--------- --------
Net cash provided by operating activities 561,118 489,539
--------- --------
INVESTING ACTIVITIES:
Acquisition of flight equipment
for operating leases (2,905,844) (1,999,101)
(Increase) decrease in deposits and 110,383 (18,172)
progress payments
Proceeds from disposal of flight
equipment-net of gain 279,210 90,815
Collections on notes receivable 51,021 93,122
Advances on notes receivable (3,300) (16,227)
Collections on finance and sales-type leases 4,195 8,281
Purchase of investments (725)
--------- ---------
Net cash used in investing activities (2,464,335) (1,842,007)
--------- ---------
FINANCING ACTIVITIES:
Proceeds from debt financing 4,993,739 3,484,697
Payments in reduction of debt financing (3,163,552) (2,138,900)
Proceeds from sale of MAPS preferred stock
(net of issue costs) 98,476
Debt issue costs (15,967) (7,882)
Change in unamortized debt discount 1,111 (9,190)
Increase in customer deposits 4,630 3,754
Payment of common and preferred dividends (20,333) (15,723)
--------- ---------
Net cash provided by financing activities 1,898,104 1,316,756
--------- ---------
Decrease in cash (5,113) (35,712)
Cash at beginning of period 52,891 61,566
--------- ---------
Cash at end of period $ 47,778 $ 25,854
========= =========
</TABLE>
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<TABLE>
<S> <C> <C>
1995 1994
-------- --------
(Dollars in thousands)
(Unaudited)
Cash paid (received) during the period for:
Interest (net of amount capitalized
$38,985 (1995)and $31,772 (1994)) $ 323,112 $219,912
Income taxes (27,295) 6,255
</TABLE>
1995:
Notes in the amount of $139,600 were received as partial payment in
exchange for flight equipment sold with a book value of $112,493. Flight
equipment was received in exchange for notes receivable in the amount of
$64,576.
1994:
Flight equipment with a net book value of $222,873 was transferred from
finance leases to operating leases. Flight equipment was received in
exchange for notes receivable in the amount of $3,737. Notes in the amount
of $96,275 were received as partial payment in exchange for
flight equipment sold with a book value of $56,920.
SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(UNAUDITED)
A. 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 1994 condensed consolidated financial
statements to conform to the 1995 presentation. Operating
results for the three and nine month periods ended
September 30, 1995 are not necessarily indicative of
the results that may be expected for the year ended
December 31, 1995. For further information, refer to the
consolidated financial statements and footnotes
thereto included in the Company's annual report on
Form 10-K for the year ended December 31, 1994.
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INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company borrows funds for the purchase of flight
equipment, including the making of progress payments during
the construction phase, principally on an unsecured basis
from various sources. The Company's debt financing was
comprised of the following at the following dates:
<TABLE>
<S> <C> <C>
Dec. 31, September 30,
1994 1995
---------- ----------
(Dollars in thousands)
Public term debt with single
maturities $ 2,950,000 $ 3,300,000
Public medium-term notes with
varying maturities 2,011,770 2,366,670
Capital lease obligations 305,400 1,118,424
Bank and other term debt 43,503 22,502
--------- ----------
Total term debt 5,310,673 6,807,596
Commercial paper 1,972,361 2,499,625
Bank lines of credit 319,000 125,000
Less: Deferred debt discount (19,028) (17,917)
--------- ---------
Total Debt Financing $ 7,583,006 $9,414,304
========= =========
Composite interest rate 6.41% 6.50%
Percentage of total debt at fixed rates 66.98% 68.59%
Composite interest rate on fixed rate
debt 6.65% 6.73%
Bank prime rate 8.50% 8.75%
</TABLE>
The interest on substantially all the public debt
(exclusive of the commercial paper) is fixed for the term
of the note. The Company has committed revolving loans and
lines of credit with 40 banks aggregating $1.95 billion
and uncommitted lines of credit with two banks aggregating
$125 million. Bank debt principally provides for interest
rates that vary according to the pricing option then in effect
and range from prime, .25% to .30% over LIBOR or .395% over
CD rates, at the Company's option. Bank financings are
subject to facility fees of up to .10% of amounts available.
The Company has an effective shelf registration with respect
to $2.45 billion of debt securities, under which $1.05 billion
of notes were sold through September 30, 1995. Additionally,
a $1.25 billion Medium Term Note Program has been implemented
under the shelf registration, under which $1.07 billion has
been sold through September 30, 1995. During October, 1995,
the Company filed and the SEC declared effective a shelf
registration with respect to $2.1 billion of debt securities,
under which $100 million of notes were sold through October 31,
1995. At October 31, 1995, the Company had $750 million
available under its Medium Term Note Program.
As of September 30, 1995, the Company has Export Credit
Lease Facilities aggregating $1.93 billion for the
acquisition of up to 31 Airbus aircraft with deliveries in
1994 and 1995. As of September 30, 1995 the Company had
canceled the options to finance eight of the aircraft
aggregating $470.6 million. An additional $1.16 billion
of the facility was used to finance 17 of the aircraft
delivered in 1994 and 1995. The Company believes that
the combination of internally generated funds and debt
financing currently available to the Company will allow the
Company to meet its capital requirements for at least
the next 12 months.
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS-Three months ended September 30, 1995
versus September 30, 1994.
The increase in revenues from the rentals of flight equipment
from $260.7 million in 1994 to $331.2 million in 1995, a 27%
increase, is attributable to the increase in both the size
and relative cost of the fleet of leased flight equipment
subject to operating lease from 251 at September 30, 1994 to
287 at September 30, 1995, a 14% increase.
In addition to its leasing operations, the Company actively
engages in the marketing of flight equipment from its own
portfolio as well as on a principal and commission basis.
Revenue from such flight equipment marketing increased from
$8.9 million in 1994 to $20.6 million in 1995 as a result of
the nature of the related flight equipment marketed. Flight
equipment marketing revenue consisted of the following number
of transactions in each period:
1995 1994
---- ----
Sales of flight equipment 2 2
Commissions 2 2
Disposition of leased flight equipment 9 13
Expenses as a percentage of total revenues increased to 79.7%
in the third quarter of 1995 compared to 74.5% in the third
quarter of 1994. Interest expense increased from $99.0 million
in 1994 to $144.5 million in 1995 primarily as a result of an
increase in gross debt outstanding at quarter end from $7.2
billion at 1994 to $9.4 billion at 1995 to finance aircraft
acquisitions. In addition, the Company's composite borrowing
rate fluctuated as follows:
1995 1994 Increase
---- ---- --------
Beginning of Quarter 6.59% 5.87% .72%
End of Quarter 6.50% 6.09% .41%
---- ---- --------
Average 6.54% 5.98% .56%
Depreciation of flight equipment increased from $86.9 million
in 1994 to $116.2 million in 1995 due to the addition of
aircraft.
On a relative basis, interest expense increased more than
revenues from rentals of flight equipment in the third quarter
of 1995 as compared to 1994. Since aircraft lease negotiations
generally occur in advance of the delivery of the aircraft,
interest rate movements subsequent to the negotiation of the
lease rate and prior to the financing of the subject aircraft
will have a positive impact on the results of operations in a
falling interest rate environment and a negative impact in a
rising interest rate environment. The current higher level
of interest rates has had a negative impact on the Company's
results of operations. Recently, however, interest rates
have declined. Should this trend continue, it will result
in a reduction of interest expense relative to revenues
from rentals of flight equipment.
Provision for overhauls increased from $14.4 million in 1994
to $19.7 million in 1995 due to an increase in the number of
aircraft from which the Company collects overhaul reserves and
therefore an increase in the total number of hours flown for
which an overhaul reserve is provided.
Provision for income taxes increased from $25.7 million in
1994 to $26.9 million in 1995 as the Company's effective income
tax rate increased from 36.1% in 1994 to 36.4% in 1995.
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS-Nine months ended September 30, 1995 versus
September 30, 1994.
The increase in revenues from the rentals of flight equipment
from $723.8 million in 1994 to $917.1 million in 1995, a 27%
increase, is attributable to the increase in both the size and
relative cost of the fleet of leased flight equipment subject
to operating lease from 251 at September 30, 1994 to 287 at
September 30, 1995, a 14% increase. In addition to its
leasing operation, the Company actively engages in the
marketing of flight equipment from its own portfolio as well
as on a principal and commission basis. Revenue from such flight
equipment marketing increased from $59.5 million in 1994 to
$83.1 million in 1995 as a result of the nature and number of
the related flight equipment marketed. Flight equipment
marketing revenue consisted of the following number of
transactions in each period:
1995 1994
---- ----
Sales of flight equipment 4 5
Commissions 2 2
Disposition of leased flight equipment 38 23
Expenses as a percentage of total revenues increased to 77.0%
in the first nine months of 1995 compared to 70.1% in the first
nine months of 1994. Interest expense increased from $268.3
million in 1994 to $398.4 million in 1995, primarily as a result
of an increase in gross debt outstanding at the nine months
ended from $7.2 billion at 1994 to $9.4 billion at 1995 to
finance aircraft acquisitions. In addition, the
Company's composite borrowing rate fluctuated as follows:
1995 1994 Increase
---- ---- --------
Beginning of Nine months 6.41% 5.89% .52%
End of Nine months 6.50% 6.09% .41%
---- ---- --------
Average 6.45% 5.99% .46%
Depreciation of flight equipment increased from $242.1 million
in 1994 to $318.3 million in 1995 due to the addition of aircraft.
On a relative basis, interest expense increased more than
revenues from rentals of flight equipment in the first nine
months of 1995. Since aircraft lease negotiations generally
occur in advance of the delivery of the aircraft, interest
rate movements subsequent to the negotiation of the lease
rate and prior to the financing of the subject aircraft
will have a positive impact on the results of operations in
a falling interest rate environment and a negative impact
in a rising interest rate environment. The current higher
level of interest rates has had a negative impact on the
Company's results of operations. Recently, however, interest
rates have declined. Should this trend continue, it will
result in a reduction of interest expense relative to
revenues from rentals of flight equipment.
Provision for overhauls increased from $38.6 million in
1994 to $51.1 million in 1995 due to an increase in the
number of aircraft from which the Company collects overhaul
reserves and therefore an increase in the total number of
hours flown for which an overhaul reserve is provided.
Provision for income taxes increased from $89.6 million
in 1994 to $90.2 million in 1995 as the Company's effective
income tax rate increased from 36.9% in 1994 to 37.9% in 1995.
<PAGE>
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
10.1 Amendment No. 7 to the Airbus A321 Purchase Agreement
dated as of July 5, 1995, between AVSA, S.A.R.L.
("Airbus") and the Company (Confidential treatment
requested).
10.2 Amendment No. 8 to the Airbus A321 Purchase Agreement
dated as of October 4, 1995, between Airbus and the
Company (Confidential treatment requested).
12 Computation of Ratios
27 Financial Data Schedule
b) Reports on Form 8-K:
1. Form 8-K, event date July 10, 1995 (Item 7)
<PAGE>
<PAGE>
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
November 13, 1995 __/s/ Leslie L. Gonda__
Date LESLIE L. GONDA
Chairman of the Board
November 13, 1995 __/s/ Alan H. Lund__
Date ALAN H. LUND
Executive Vice President
Co-Chief Operating
Officer
and Chief Financial
Officer
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No.
10.1 Amendment No. 7 to the Airbus A321 Purchase Agreement
dated as of July 5, 1995, between AVSA. S.A.R.L.
("Airbus") and the Company (confidential treatment
requested).
10.2 Amendment No. 8 to the Airbus A321 Purchase Agreement
dated as of October 4, 1995, between Airbus and
the Company (confidential treatment requested).
12 Computation of Ratios
27 Financial Data Schedule
<PAGE>
<PAGE>
AMENDMENT NO. 7
TO THE AIRBUS A321 PURCHASE AGREEMENT
dated as of February 14, 1990
between
AVSA, S.A.R.L.
and
INTERNATIONAL LEASE FINANCE CORPORATION
This Amendment No. 7 (hereinafter referred to as the
"Amendment") entered into as of
July 5, 1995, by and between AVSA, S.A.R.L, a societe a
responsabilite limitee organized and existing under the laws of
the Republic of France, having its registered office located at
2, Rond-Point Maurice Bellonte, 31700 Blagnac, France
(hereinafter referred to as the "Seller") and INTERNATIONAL
LEASE FINANCE CORPORATION, a corporation organized and existing
under the laws of the State of California, having its principal
corporate offices located at 1999 Avenue of the Stars,
39th Floor, Los Angeles, CA 90067, U.S.A. (hereinafter referred
to as the "Buyer");
WITNESSETH
WHEREAS, the Buyer and the Seller entered into a certain A321
Purchase Agreement, dated as of February 14, 1990, relating to
the sale by the Seller and the purchase by the Buyer of twelve
(12) firmly ordered Airbus Industrie A321 model aircraft (the
"Aircraft") and four (4) option Airbus Industrie A321 model
aircraft (the "Purchase Agreement"), which agreement has been
further amended by and supplemented with all Exhibits,
Appendices and Letter Agreements attached thereto and has been
amended by Amendment No. 1 dated as of June 18, 1991, Amendment
No. 2 dated as of December 10, 1992, Amendment No. 3 dated as of
January 3, 1994, Amendment No. 4 dated as of February 28, 1994,
Amendment No. 5 dated as of September 23, 1995 and Amendment No.
6 dated as of December 27, 1995.
WHEREAS, the Buyer and the Seller entered into a certain General
Terms Agreement, dated as of November 10, 1988, which agreement,
as previously amended and supplemented together with all
Exhibits, Appendices, and Letter Agreements attached thereto is
hereinafter called the "G.T.A." ;
WHEREAS, the Buyer desires to exercise its right to firmly
purchase certain optional aircraft ordered under the Amendment
No. 6 to the Purchase Agreement (the "Amendment No. 6) (the
"Option Aircraft") ;
<PAGE>
<PAGE>
NOW, THEREFORE, IT IS AGREED AS FOLLOWS :
1. EXERCISE OF OPTION AIRCRAFT
The Buyer hereby exercises its right to firmly purchase the
following Option Aircraft :
- the Option Aircraft scheduled for delivery in *
hereby becomes an Exercised Option Aircraft scheduled
for delivery in * ;
- the Option Aircraft scheduled for delivery in *
hereby becomes an Exercised Option Aircraft scheduled for
delivery in * ;
- the Option Aircraft scheduled for delivery in *
hereby becomes an Exercised Option Aircraft scheduled
for delivery in * .
The Buyer and the Seller hereby agree that, unless otherwise
specified in this Amendment, all terms and conditions of the
Amendment No. 6 shall apply to these Exercised Option Aircraft.
2. NEW OPERATORS CREDIT
The conditions described in paragraph 5 of Letter Agreement No.
1 dated as of December 27, 1994 with respect to the New Operator
Credits shall apply to the Exercised Option Aircraft.
Consequently, upon execution of this Amendment, the Seller shall
owe the Buyer an amount of:
(i) * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
(ii) * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
(iii) * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
as an aggregate amount of * ( * ).
The amounts quoted in (ii) and (iii), plus interest at
* , will be subject to immediate reimbursement by
the Buyer to the Seller in the event and on the date of Aero
Lloyd's decision not to exercise the lease option for the
* , or * , whichever occurs first.
3. EFFECT ON PREDELIVERY PAYMENTS
The Buyer and the Seller hereby agree that the terms and
conditions of paragraph * of Amendment No. 6, as amended by
paragraph 1 of Letter Agreement No. 3 will apply to the
Exercised Option Aircraft. Upon execution of this Amendment,
the Buyer shall pay to the Seller (as set out in paragraph 4
hereof) * % ( * ) of the Aircraft Predelivery Payment
Reference Price per Exercised Option Aircraft, less the
* ( * ) Option Fees already paid by the
Buyer to the Seller with respect to each Exercised Option
Aircraft.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
The amounts due upon execution hereof are as follows :
- * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
- * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
- * ( * ) for the Exercised Option
Aircraft scheduled for delivery in * ;
as an aggregate amount of : * ( * ).
4. PAYMENTS
* , the Buyer and Seller agree to make to each other
the payments referred to in paragraphs 2 and 3 hereof by means of
wire transfer of funds, provided that it is further agreed that
* shall be paid to the Seller within *
as aforesaid and * shall be paid on * .
5. EFFECT OF AMENDMENT
The Purchase Agreement shall be deemed to be amended to the
extent herein provided, and, except as specifically amended
hereby, shall continue in full force and effect in accordance
with its original terms. All capitalized terms not otherwise
defined herein shall have the meanings provided for in the
Purchase Agreement.
This Amendment shall be effective upon satisfaction of all
conditions hereof and of the Purchase Agreement.
6. CONFIDENTIALITY
Subject to any legal or governmental requirements of disclosure,
the parties (which for this purpose shall include their
employees, agents and advisors) shall maintain the terms and
conditions of this Amendment and any reports or other data
furnished hereunder strictly confidential. Without limiting the
generality of the foregoing, the Buyer shall use its best
efforts to limit the disclosure of the contents of this
Amendment, to the extent legally permissible, in any filing that
the Buyer is required to make with any governmental agency, and
the Buyer shall make all applications that may be necessary to
implement the foregoing. The Buyer and the Seller shall consult
with each other prior to making any public disclosure, otherwise
permitted hereunder, of this Amendment or the terms and
conditions hereof. The provisions of this Paragraph 6 shall
survive any termination of this Amendment.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
7. GOVERNING LAW AND JURISDICTION
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. THE PERFORMANCE OF THIS
AMENDMENT SHALL BE DETERMINED ALSO IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
ANY DISPUTE ARISING HEREUNDER SHALL BE REFERRED TO THE FEDERAL
OR STATE COURTS LOCATED IN NEW YORK CITY, NEW YORK, AND EACH OF
THE PARTIES HERETO IRREVOCABLY SUBMITS TO AND ACCEPTS SUCH
JURISDICTION.
THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS
SHALL NOT APPLY TO THIS AMENDMENT.
If the foregoing correctly sets forth our understanding, please
execute this Amendment in the space provided below, whereupon
this Amendment shall constitute part of the Purchase Agreement
as of the date first above written.
Agreed and Accepted, Yours sincerely,
INTERNATIONAL LEASE AVSA, S.A.R.L.
FINANCE CORPORATION
By: __/s/_R.G. Duncan___ By: __/s/_E.O. De Coninck___
Its: __Senior Vice President___ Its: __Attorney-In-Fact___
<PAGE>
<PAGE>
AMENDMENT NO. 8
TO THE AIRBUS A321 PURCHASE AGREEMENT
dated as of February 14, 1990
between
AVSA, S.A.R.L.
and
INTERNATIONAL LEASE FINANCE CORPORATION
This Amendment No. 8 (hereinafter referred to as the
"Amendment") entered into as of October 4, 1995, by and
between AVSA, S.A.R.L, a societe a responsabilite limitee
organized and existing under the laws of the Republic of France,
having its registered office located at
2, Rond-Point Maurice Bellonte, 31700 Blagnac, France
(hereinafter referred to as the "Seller") and INTERNATIONAL
LEASE FINANCE CORPORATION, a corporation organized and existing
under the laws of the State of California, having its principal
corporate offices located at 1999 Avenue of the Stars,
39th Floor, Los Angeles, CA 90067, U.S.A. (hereinafter referred
to as the "Buyer") ;
WITNESSETH
WHEREAS, the Buyer and the Seller entered into a certain A321
Purchase Agreement, dated as of February 14, 1990, relating to
the sale by the Seller and the purchase by the Buyer of twelve
(12) firmly ordered Airbus Industrie A321 model aircraft (the
"Aircraft") and four (4) option Airbus Industrie A321 model
aircraft (the "A321 Purchase Agreement"), which agreement has
been further amended by and supplemented with all Exhibits,
Appendices and Letter Agreements attached thereto and has been
amended by Amendment No. 1 dated as of June 18, 1991, Amendment
No. 2 dated as of December 10, 1992, Amendment No. 3 dated as of
January 3, 1994, Amendment No. 4 dated as of February 28, 1994,
Amendment No. 5 dated as of September 23, 1994, Amendment No. 6
dated as of December 27, 1994 (the "A321 Amendment No. 6") and
Amendment No. 7 dated as of July 5, 1995 ;
WHEREAS, the Buyer and the Seller entered into a certain A320
Purchase Agreement, dated as of November 10, 1988, relating to
the sale by the Seller and the purchase by the Buyer of eighteen
(18) firmly ordered Airbus Industrie A320 model aircraft (the
"A320 Aircraft") and eleven (11) option Airbus Industrie A320
<PAGE>
<PAGE>
model aircraft (the "A320 Purchase Agreement"), which agreement
has been further amended by and supplemented with all Exhibits,
Appendices and Letter Agreements attached thereto and has been
amended by Amendment No. 1 dated as of February 24, 1989,
Amendment No. 2 dated as of February 14, 1990, Amendment No. 3
dated as of June 18, 1991, Amendment No. 4 dated as of December
20, 1991, Amendment No. 5 dated as of June 24, 1992, Amendment
No. 6 dated as of November 30, 1992, Amendment No. 7 dated as of
December 10, 1992, Amendment No. 8 dated as of October 29, 1993,
Amendment No. 9 dated as of January 3, 1994, Amendment No. 10
dated as of June 8, 1994, Amendment No. 11 dated as of September
23, 1994 and Amendment No. 12 dated as of December 27, 1994 (the
"A320 Amendment No. 12") ;
WHEREAS, the Buyer and the Seller entered into a certain General
Terms Agreement, dated as of November 10, 1988, which agreement,
as previously amended and supplemented together with all
Exhibits, Appendices, and Letter Agreements attached thereto is
hereinafter called the "G.T.A." ;
WHEREAS, the Buyer has elected to * ;
WHEREAS, the Buyer and the Seller agree to have all Aircraft
ordered by the Buyer to the Seller as of the date hereof and
remaining to be delivered as from * manufactured in
accordance with the same standard specification;
WHEREAS, in line with the terms of Paragraph 6 of Letter
Agreement No. 1 dated December 27, 1994, the Seller hereby
confirms the availability of a version of the Airbus Industrie
* model aircraft featuring a * (the "A321-200
Aircraft") and the Buyer confirms its desire to have
* ;
The parties agree that this Amendment shall formally amend and
constitute part of the A321 Purchase Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS :
A. *
1. *
*
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
2. DELIVERY SCHEDULE
*
3. EFFECT ON PREDELIVERY PAYMENTS
*
B. STANDARD SPECIFICATION FOR THE REMAINING AIRCRAFT
1. A321-100 STANDARD SPECIFICATION
The Buyer and the Seller hereby agree that, with respect to all
Aircraft ordered by the Buyer to the Seller and to be delivered
by the Seller to the Buyer as from * and originally
scheduled to be manufactured in accordance with the provisions
of Paragraph 1 of Amendment No. 5 to the A321 Purchase Agreement
or in accordance with the provisions of Paragraph 2 of A321
Amendment No. 6 (the "Remaining Aircraft"), such provisions
are hereby superseded and replaced by the following provisions:
QUOTE
3.2 The Remaining Aircraft shall be manufactured in accordance
with the A321-100 Standard Specification Document No.
E.000.01000, Issue 3, Dated January 31, 1994 (a copy of which is
annexed as Exhibit A of Amendment No. 6 to the A321 Purchase
Agreement), as amended by the change orders set forth in
Exhibit A to the Amendment No. 8 to the A321 Purchase Agreement.
Such Standard Specification, as so amended, is
hereinafter referred to as the "Specification". The
Specification may be further modified from time to time
pursuant to the General Terms Agreement.
UNQUOTE
2. AIRFRAME PRICE
As a consequence of Paragraph 1 above, Subclause 4.4.1 of the
A321 Purchase Agreement, as further amended, is hereby superseded
and replaced by the following provisions, with respect to the
Remaining Aircraft:
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
QUOTE
4.1.1 Base Price of the Airframe for the Remaining Aircraft
The Base Price of the Airframe for the Remaining Aircraft shall
be the sum of:
(i) the Base Price of standard A321-100 airframe, as
described in Paragraph 2, Part B, of Amendment No. 8 to
the A321 Purchase Agreement, excluding Buyer Furnished
Equipment and SCN's at delivery conditions prevailing
in * , which is * ( * ), and
(ii) the Base Price of all change orders set forth in
Exhibit A to the Amendment No. 8 to the A321 Purchase
Agreement that are mutually agreed upon prior to the
execution and delivery of the Amendment No. 8 to the A321
Purchase Agreement, at delivery conditions prevailing
in * , which is * ( * ).
The Base Price of the Airframe for the Remaining Aircraft is
subject to adjustment to the date of delivery of the relevant
Remaining Aircraft in accordance with the Airframe Price Revision
Formula set forth in Appendix 1 of A321 Amendment No. 6.
UNQUOTE
3. EFFECT ON PREDELIVERY PAYMENTS
The Buyer and Seller hereby agree that the Aircraft Predelivery
Payment Reference Price with respect to the Remaining Aircraft
shall not be adjusted to reflect the Airframe Price change
described in Paragraph 2 hereof.
C. *
1. *
*
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
2. A321-200 SPECIFICATION
Subclause 3.2 of the A321 Purchase Agreement is hereby superseded
and replaced by the following paragraph with respect to the
A321-200
Aircraft:
QUOTE
3.2 The A321-200 Aircraft shall be manufactured in accordance
with the A321-200 Standard Specification Document No. E.000.02000,
Issue 1, dated June 30, 1995 (a copy of which is provided separately),
as amended by the change orders set forth in Exhibit A to the
Amendment No. 8 to the A321 Purchase Agreement and as further amended
to include a Specification Change Notice reconverting the Avionics
S.F.E. into Avionics B.F.E.. Such A321-200 Standard Specification, as
so amended, is hereinafter referred to as the "A321-200 Specification".
The A321-200 Specification may be further modified from time to
time pursuant to the General Terms Agreement.
UNQUOTE
3. PRICE
The terms and conditions of Paragraph 3 of the A321 Amendment No.
6 are cancelled and replaced by the following provisions, with
respect to the A321-200 Aircraft:
QUOTE
4.1 Base Price of the A321-200 Aircraft
The Base Price of the each A321-200 Aircraft is the sum of:
- the Base Price of the A321-200 Airframe, and
- the Base Price of the Propulsion Systems.
4.1.1 Base price of the A321-200 Airframe
The Base Price of the A321-200 Airframe shall be the sum of:
(i) the Base Price of standard A321-200 airframe, as
described in Paragraph 2, Part C, of Amendment No. 8 to
the A321 Purchase Agreement, excluding Buyer Furnished
Equipment and SCN's at delivery conditions prevailing
in * , which is * ( * ), and
(ii) the Base Price of all change orders set forth in
Exhibit A to the Amendment No. 8 to the A321 Purchase
Agreement that are mutually agreed upon prior to the
execution and delivery of the Amendment No. 8 to the
A321 Purchase Agreement, at delivery conditions
prevailing in * , which is *
( * ).
The Base Price of the A321-200 Airframe is subject to adjustment
to the date of delivery of the relevant A321-200 Aircraft in
accordance with the Airframe Price Revision Formula set forth in
Appendix 1 of A321 Amendment No. 6.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
4.1.2 Base Price of the CFM International 56-5B3 Propulsion
Systems
The Base Price of a set of CFM 56-5B3 Propulsion Systems is the
sum of the Base Prices quoted below in (i) and (ii):
(i) Base Price of the CFM 56-5B3 Engines
The Base Price of a set of two (2) CFM 56-5B3 engines and
additional standard equipment at delivery conditions prevailing
in * is * ( * ). Said Base Price has been
calculated with reference to the Reference Price indicated by CFM
International of * ( * ) as defined by the Reference
Composite Price Index of 111.82 and in accordance with delivery
conditions prevailing in * .
Said Reference Price is subject to adjustment to the date of
delivery of the relevant A321-200 Aircraft in accordance with the
CFM International Price Revision Formula set forth in Appendix 2
of A321 Amendment No. 6.
(ii) Base Price of Nacelles and Thrust Reversers
The Base Price of a set of two (2) nacelles and two (2) thrust
reversers for the CFM 56-5B3 shall be as set forth in Paragraph
3 of A321 Amendment No. 6.
Said Base Price is subject to adjustment to the date of delivery
of the relevant A321-200 Aircraft in accordance with the
Airframe Price Revision Formula set forth in Appendix 1 of
A321 Amendment No. 6.
4.1.3 Base Price of the IAE V2533-A5 Propulsion Systems
The Base Price of a set of two (2) IAE V2533-A5 Propulsion
Systems including related equipment, nacelles and thrust
reversers, at delivery conditions prevailing in *
is * ( * ). Said Base Price has
been calculated with reference to the Reference Price
indicated by IAE of * ( * ) in accordance with
theoretical delivery conditions prevailing in * .
Said Reference Price is subject to adjustment to the date of
delivery of the relevant A321-200 Aircraft in accordance with
the IAE Price Revision Formula set forth in Appendix 3 of
A321 Amendment No. 6.
UNQUOTE
4.2 Selection of Propulsion Systems and validity of the
Propulsion Systems Reference Prices
The terms and conditions of the quoted provisions of Paragraph
4.2 and 4.3 contained in Paragraph 3 of A321 Amendment No. 6 shall
apply to the A321-200 Aircraft.
4. EFFECT ON PREDELIVERY PAYMENTS
The Predelivery Payment Reference Price with respect to the
A321-200 Aircraft will be as defined in Paragraph 6 of A321
Amendment No. 6, as adjusted to reflect the A321-200 Airframe
Base Price and IAE V2533-A5 Propulsion Systems Base Price
described in Paragraph 3 hereof.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
*
D. EFFECT OF AMENDMENT
The A321 Purchase Agreement shall be deemed to be amended to the
extent herein provided, and, except as specifically amended
hereby, shall continue in full force and effect in accordance
with its original terms. All capitalized terms not otherwise
defined herein shall have the meanings provided for in the A321
Purchase Agreement.
This Amendment shall be effective upon satisfaction of all
conditions hereof and of the A321 Purchase Agreement.
E. CONFIDENTIALITY
Subject to any legal or governmental requirements of disclosure,
the parties (which for this purpose shall include their
employees, agents and advisors) shall maintain the terms and
conditions of this Amendment and any reports or other data
furnished hereunder strictly confidential. Without limiting the
generality of the foregoing, the Buyer shall use its best
efforts to limit the disclosure of the contents of this
Amendment, to the extent legally permissible, in any filing that
the Buyer is required to make with any governmental agency, and
the Buyer shall make all applications that may be necessary to
implement the foregoing. The Buyer and the Seller shall consult
with each other prior to making any public disclosure, otherwise
permitted hereunder, of this Amendment or the terms and
conditions hereof. The provisions of this Paragraph E shall
survive any termination of this Amendment.
F. GOVERNING LAW AND JURISDICTION
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. THE PERFORMANCE OF THIS
AMENDMENT SHALL BE DETERMINED ALSO IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
ANY DISPUTE ARISING HEREUNDER SHALL BE REFERRED TO THE FEDERAL
OR STATE COURTS LOCATED IN NEW YORK CITY, NEW YORK, AND EACH OF
THE PARTIES HERETO IRREVOCABLY SUBMITS TO AND ACCEPTS SUCH
JURISDICTION.
THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS
SHALL NOT APPLY TO THIS AMENDMENT.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
If the foregoing correctly sets forth our understanding, please
execute this Amendment in the space provided below, whereupon
this Amendment shall constitute part of the A321 Purchase
Agreement as of the date first above written.
Agreed and Accepted, Yours sincerely,
INTERNATIONAL LEASE AVSA, S.A.R.L.
FINANCE CORPORATION
By: __/s/_R.G. Duncan___ By: __/s/_Michele Lascaux___
Its: __Senior Vice President__ Its: __Director Contracts___
<PAGE>
<PAGE>
EXHIBIT A
CHANGE ORDERS
R.F.C. DESIGNATION COMMENTS
23.E 1002 Installation of 3rd VHF *
Com. System (B.F.E.)
23.E 1003 Installation of boarding music and *
prerecorded announcement (B.F.E.)
23.E 1006 System provisions for P.E.S. *
23.E 1010 Installation of ACARS (B.F.E.) *
requires a
3rd
VHF system
23.E 1015 Full provisions for one HF system *
23.E 1021 Hot mike capability for C.V.R. *
_________________________________________________________________
25.E 1037 Moveable class divider including *
curtain
25.E 1101 Lav.D modification for stretcher *
loading
25.E 1105 Cabin Configuration 217 pax all economy One of the two
DRWG AI 321-25.3097 rev B cabin layouts
designated by the
Buyer (A321 P.A.
Exhibit B paragr. 1)
25.E 1106 Additional cabin attendant seat at door
Nr 2 R/H (total 6)
25.E 1108 Provisions for additional cabin attendant
seats (two single, one double)
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
EXHIBIT A
CHANGE ORDERS
R.F.C. DESIGNATION COMMENTS
31.E 1011 Use of U.S. units in place of metric *
units
_________________________________________________________________
33.E 1002 Installation of Logo Lights *
33.E 1004 Installation of wing tip synchronized *
strobe lights
33.E 1008 Floor proximity escape path markings *
(Electro Luminescent System)
_________________________________________________________________
34.E 1006 Full provisions for 2nd A.D.F. system *
(B.F.E.)
34.E 1018 Provisions for TCAS II *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
EXHIBIT B
LIST OF ELIGIBLE AIRCRAFT
AIRCRAFT DELIVERY MONTH
RANK
13 A321 Firm *
14 A321 Firm *
15 A321 Firm *
16 A321 Firm *
17 A321 Firm *
18 A321 Firm *
19 A321 Firm *
20 A321 Firm *
21 A321 Firm *
22 A321 Firm *
23 A321 Firm *
24 A321 Firm *
25 A321 Firm *
26 A321 Firm *
27 A321 Firm *
28 A321 Firm *
29 A321 Firm *
30 A321 Firm *
31 A321 Firm *
32 A321 Firm *
33 A321 Firm *
34 A321 Firm *
35 A321 Firm *
36 A321 Firm *
37 A321 Firm *
38 A321 Firm *
1 A321 Option *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
A321-200: Spec, Issue 1
BFE turned into SFE
ATA 23:
2 VHF transceiver + vendor change ALLIEDSIGNAL by COLLINS VHF 700A
3 Boomset
1 SSCVR + change from CVF FAIRCHILD to SSCVR ALLIEDSIGNAL
ATA 25:
1 Megaphone
ATA 31:
1 SSFDR + change DFDR LORAL-FAIRCHILD to SSFDR ALLIEDSIGNAL
ATA 34:
2 VOR/Marker receiver + vendor change from ALLIEDSIGNAL to COLLINS
1 ADF reciever
2 ATC transponder
2 DME interrogator
1 Radar system (single) + vendor change from ALLIEDSIGNAL to COLLINS
1 GFWC
ATA 35:
1 PBE (cockpit)
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994
(DOLLARS IN THOUSANDS)
<S> <C> <C>
1995 1994
-------- --------
(Unaudited)
Earnings:
Net Income $ 148,066 $ 153,418
Add:
Provision for income taxes 90,226 89,559
Fixed charges 437,349 300,118
Less:
Capitalized interest 38,985 31,772
-------- --------
Earnings as adjusted (A) $ 636,656 $ 511,323
======== ========
Preferred dividend requirements $ 9,633 $ 5,095
Ratio of income before provision
for income taxes to net income 161% 158%
-------- --------
Preferred dividend factor on pretax
basis 15,509 8,050
-------- --------
Fixed Charges:
Interest expense 398,364 268,346
Capitalized interest 38,985 31,772
-------- --------
Fixed charges as adjusted (B) 437,349 300,118
-------- --------
Fixed charges and preferred stock
dividends (C) $ 452,858 $ 308,168
======== ========
Ratio of earnings to fixed charges
(A) divided by (B) 1.46x 1.70x
==== ====
Ratio of earnings to fixed charges
and preferred stock dividends
(A) divided by (C) 1.41x 1.66x
==== ====
</TABLE>
<PAGE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE FINANCIAL STATEMENTS INCLUDED IN
THE REGISTRANT'S QUARTERLY REPORT ON FORM 10Q FOR THE
QUARTER ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 47,778
<SECURITIES> 0
<RECEIVABLES> 391,006
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 12,374,075
<DEPRECIATION> 1,262,606
<TOTAL-ASSETS> 12,565,040
<CURRENT-LIABILITIES> 0
<BONDS> 9,414,304
<COMMON> 3,582
0
300,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 12,565,040
<SALES> 1,000,217
<TOTAL-REVENUES> 1,035,577
<CGS> 0
<TOTAL-COSTS> 398,921
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 398,364
<INCOME-PRETAX> 238,292
<INCOME-TAX> 90,226
<INCOME-CONTINUING> 148,066
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 148,066
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
