<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............March 31, 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 April 30, 1995
----- -----------------------------
Common Stock, no par value 35,818,122
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX
Part I. Financial Information: Page No.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets-March 31,
1995 and December 31, 1994 3
Condensed Consolidated Statements of Income
Three Months Ended March 31, 1995 and 1994 4
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 1995 and 1994 5
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of the
Financial Condition and Results of Operations 8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
Index to Exhibits 12
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<S> <C> <C>
March 31, December 31,
1995 1994
---------- ------------
(Dollars in thousands)
(Unaudited)
ASSETS
Cash, including interest bearing accounts
of $76,734 (1995) and $45,831 (1994) $ 82,062 $ 52,891
Notes receivable 376,068 355,151
Net investment in finance and sales-
type leases 90,805 92,233
Flight equipment under operating leases 10,935,116 9,928,416
Less accumulated depreciation 1,138,168 1,077,337
---------- ----------
9,796,948 8,851,079
---------- ----------
Deposits on flight equipment purchases 875,895 890,711
Accrued interest, other receivables
and other assets 87,547 71,238
Investments 18,877 18,983
Deferred debt issue costs-less
accumulated amortization of $23,681
(1995) and $22,346 (1994) 24,849 20,846
----------- -----------
$11,353,051 $10,353,132
=========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY
Accrued interest and other payables $ 170,179 $ 124,025
Debt financing, net of deferred debt
discount of $25,344 (1995) and $19,028
(1994) 8,347,885 7,583,006
Security & other deposits on flight
equipment 503,245 478,486
Rentals received in advance 80,934 72,557
Deferred income taxes 543,562 487,410
Current income taxes (66,982) (33,124)
SHAREHOLDER'S 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 581,427 582,941
Retained earnings 889,219 854,249
----------- -----------
1,774,228 1,640,772
----------- -----------
$11,353,051 $10,353,132
=========== ===========
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994
<S> <C> <C>
1995 1994
------- -------
(Dollars in thousands)
(Unaudited)
REVENUES:
Rentals of flight equipment $280,415 $218,887
Flight equipment marketing 12,444 6,971
Interest and other 11,047 11,599
------- -------
303,906 237,457
------- -------
EXPENSES:
Interest 117,316 78,795
Depreciation 98,287 71,869
Provision for overhaul 13,452 10,760
Selling, general & administrative 8,966 7,350
------- -------
238,021 168,774
------- -------
INCOME BEFORE INCOME TAXES 65,885 68,683
Provision for income taxes 24,233 24,997
------- -------
NET INCOME $ 41,652 $ 43,686
======== ========
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994
<S> <C> <C>
1995 1994
---- ----
(Dollars in thousands)
(Unaudited)
OPERATING ACTIVITIES:
Net Income $ 41,652 $ 43,686
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation of flight equipment 98,287 71,869
Deferred income taxes 56,152 33,077
Amortization of deferred debt
issue costs 1,335 1,404
Gain on sale of flight equipment included
in amount financed (6,607) (1,075)
Increase in notes receivable (6,539) (2,629)
Equity in net(income)loss of affiliates 106 (659)
Changes in operating assets and liabilities:
Increase in accrued interest,
other receivables and other assets (16,309) (10,610)
Increase in accrued interest and
other payables 46,154 34,748
Decrease in current income taxes payable (33,858) (9,830)
Increase in rentals
received in advance 8,377 17,311
---------- ---------
Net cash provided by operating activities 188,750 177,292
---------- ---------
INVESTING ACTIVITIES:
Acquisition of flight equipment
for operating leases (1,074,840) (868,679)
Decrease in deposits and progress
payments 14,816 78,612
Proceeds from disposal of flight
equipment-net of gain 6,792 64,064
Collections on notes receivable 16,122 32,994
Advances on notes receivable (4,641)
Collections on finance and sales-type
leases 1,428 4,860
---------- ---------
Net cash used in investing activities (1,035,682) (692,790)
---------- ---------
FINANCING ACTIVITIES:
Proceeds from debt financing 2,217,389 1,404,125
Payments in reduction of debt financing (1,446,194) (808,616)
Proceeds from sale of MAPS preferred stock
(net of issue costs) 98,486
Debt issue costs (5,338) (3,720)
Change in unamortized debt discount (6,317) (5,995)
Increase(decrease) in customer deposits 24,759 (37,592)
Payment of common and preferred dividends (6,682) (5,350)
---------- ---------
Net cash provided by financing activities 876,103 542,852
---------- ---------
Increase in cash 29,171 27,354
Cash at beginning of period 52,891 61,566
---------- ---------
Cash at end of period $ 82,062 $ 88,920
=========== ==========
</TABLE>
<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<S> <C> <C>
1995 1994
---- ----
(Dollars in thousands)
(Unaudited)
Cash paid during the period for:
Interest (net of amount capitalized $14,118
(1995) and $10,680 (1994)) $65,809 $38,853
Income taxes 1,873 1,750
1995:
Notes in the amount of $30,500 were received as partial payment in
exchange for flight equipment sold with a book value of $23,893.
1994:
Notes in the amount of $6,225 were received as partial payment in
exchange for flight equipment sold with a book value of $5,150.
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 of normal recurring
accruals) considered necessary for a fair presentation have been
included. Certain reclassification have been made to the 1994
condensed consolidated financial statements to conform to the 1995
presentation. Operating results for the three month period ended
March 31, 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.
<PAGE>
<PAGE>
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, March 31,
1994 1995
-------- ---------
(Dollars in thousands)
Public term debt with single
maturities $2,950,000 $3,150,000
Public medium-term notes with
varying maturities 2,011,770 2,245,770
Capital lease obligations 305,400 712,300
Bank and other term debt 43,503 42,502
--------- ---------
Total term debt 5,310,673 6,150,572
Commercial paper 1,972,361 2,182,657
Bank lines of credit and revolvers 319,000 40,000
Less: Deferred debt discount (19,028) (25,344)
--------- ---------
Total Debt Financing $7,583,006 $8,347,885
========= ==========
Composite interest rate 6.41% 6.69%
Percentage of total debt at fixed rates 66.98% 70.12%
Composite interest rate on fixed rate
debt 6.65% 6.81%
Bank prime rate 8.50% 9.00%
</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 39 banks aggregating
$1,905 million 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 3/8% over LIBOR or .395% to .425% over CD rates, at the Company's
option. Bank financings are subject to facility fees of up to .15% of
amounts available.
The Company has an effective shelf registration with respect to
$2.449 billion of debt securities, under which $650 million of notes were
sold through March 31, 1995. Additionally, a $1 billion Medium Term Note
Program has been implemented under the shelf registration, under which
$799.6 million has been sold through March 31, 1995.
As of March 31, 1995, the Company has Export Credit Lease
Facilities aggregating $1,930 million for the acquisition of up to 31
Airbus aircraft to be delivered in 1994 and 1995. As of March 31, 1995,
the Company had cancelled the options to finance four of the aircraft
aggregating $131 million. An additional $721.9 million was used to
finance ten of the aircraft delivered in 1994 and 1995. The remaining
$1,077.1 million may be used for aircraft scheduled to be delivered
during the remainder of 1995.
The Company believes that it has sufficient financing sources
available to meet its capital requirements through 1995.
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations-Three months ended March 31, 1995 versus March 31,
- ---------------------
1994.
The increase in revenues from the rentals of flight equipment from
$218,887,000 in 1994 to $280,415,000 in 1995, a 28.1% increase, is
attributable to the acquisition of additional new aircraft as the fleet
of flight equipment on operating lease increased from 245 at March 31,
1994 to 277 at March 31, 1995, a 13.1% increase.
In addition to its leasing operations, the Company actively engages
in the marketing of flight equipment on a principal and commission basis
as well as the disposition of flight equipment at the end of the lease
term. Revenue from such flight equipment marketing increased from
$6,971,000 in 1994 to $12,444,000 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:
<TABLE>
<S> <C> <C>
1995 1994
---- ----
Sales of flight equipment - -
Commissions 2 2
Disposition of leased flight equipment 9 2
</TABLE>
Expenses as a percentage of total revenues increased to 78.3% in the
first quarter of 1995 compared to 71.1% in the first quarter of 1994.
Interest expense increased from $78,795,000 in 1994 to $117,316,000 in
1995 primarily as a result of an increase in gross debt outstanding at
quarter end from $6,425 million at 1994 to $8,373 million at 1995 to
finance aircraft acquisitions. In addition, the Company's composite
borrowing rate increased as follows:
<TABLE>
<S> <C> <C> <C>
1995 1994 Increase
---- ---- --------
Beginning of Quarter 6.41% 5.89% .52%
End of Quarter 6.69% 5.79% .90%
---- ----- -----
Average 6.55% 5.84% .71%
</TABLE>
Depreciation of flight equipment increased from $71,869,000 in 1994
to $98,287,000 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 quarter 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. Depending upon
the future movement of interest rates and the blend of fixed versus
floating rate debt, the interest expense relative to revenues from
rentals of flight equipment may be positively or negatively impacted.
Provision for overhauls increased from $10,760,000 in 1994 to
$13,452,000 in 1995 due to an increase in the number of aircraft on which
the Company collects overhaul reserves and therefore an increase in the
number of hours flown for which an overhaul reserve is provided.
The Company's effective income tax rate increased from 36.4% in 1994
to 36.8% in 1995.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
10 Supplemental Agreement No. 6, dated as of
April 7, 1995, to Purchase Agreement No.
1770 between the Company and The Boeing
Company.
12 Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividends.
27 Financial Data Schedule.
b) Reports on Form 8-K:
1. Form 8-K, event date January 12, 1995 (Item 7).
2. Form 8-K, event date January 17, 1995 (Item 7).
3. Form 8-K, event date February 27, 1995 (Item 7).
4. Form 8-K, event date May 4, 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
May 12, 1995 /s/ Leslie L. Gonda
Date ------------------------
LESLIE L. GONDA
Chairman of the Board
May 12, 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 Supplemental Agreement No.6, dated as of April 7, 1995,
to Purchase Agreement No. 1770 between the Company and
The Boeing Company.
12 Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends.
27 Financial Data Schedule.
<PAGE>
<PAGE>
Supplemental Agreement No. 6
to
Purchase Agreement No. 1770
between
The Boeing Company
and
International Lease Finance Corporation
Relating to Boeing Model 767-300ER Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 7th
day of April, 1995, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and International Lease
Finance Corporation, a company with its principal office in the
City of Los Angeles, State of California, (hereinafter called
Buyer);
W I T N E S S E T H:
WHEREAS, the parties hereto entered into an agreement
on December 15, 1992, relating to Boeing Model 767-300ER
aircraft, which agreement, as amended, together with all exhibits
and specifications attached thereto and made a part thereof, is
hereinafter called the "Purchase Agreement;" and
WHEREAS, the parties desire to supplement the Purchase
Agreement as hereinafter set forth, to revise the configuration
of one (1) February 1996 Aircraft and to exercise the option to
purchase one (1) of the option aircraft as set forth in Letter
Agreement No. 6-1162-RLL-497 to the Purchase Agreement;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
<PAGE>
<PAGE>
1. Article 1, entitled "Subject Matter of Sale," paragraph 1.1
"The Aircraft" is deleted in its entirety and replaced be the
following new Article 1, which reflects the change in
configuration of the one (1) February 1996 Aircraft from a GE
Aircraft to a KLM Aircraft and the addition of one (1) Pratt and
Whitney Aircraft scheduled for delivery in February 1998. Such
revised Article 1 is attached hereto and incorporated into the
Purchase Agreement by this reference.
2. Schedule 1 to the Purchase Agreement, entitled "Aircraft
Deliveries and Descriptions," is deleted in its entirety and is
replaced by a new Schedule 1; reflecting the change in
configuration of the one (1) February 1996 aircraft from a GE
Aircraft to a KLM Aircraft and the addition of one (1) Pratt and
Whitney Aircraft scheduled for delivery in February 1998. Such
new Table 1 is attached hereto and incorporated into the Purchase
Agreement by this reference.
3. Exhibit A-2 entitled Aircraft Configuration - The KLM
Aircraft is revised by deleting page A-2-1 in its entirety and
replaced by a new page A-2-1. This revision corrects a
typographical error. The revised page A-2-1 which changes the
revision level of Boeing Configuration Specification D610330 from
Rev. K to Revision N is attached hereto and incorporated into the
Purchase Agreement by this reference.
4. Exhibit D, entitled "Airframe and Engine Price Adjustment,"
is revised by deleting the February 1996 GE Aircraft which will
be escalated in accordance with Exhibit D-1 and inserting the new
delivery month of February 1998 into the schedule of delivery
months set forth in page 2 thereto. A revised page 2
incorporating this month is attached hereto and incorporated into
the Purchase Agreement by this reference.
5. Letter Agreement No. 6-1162-RLL-497 entitled "Option
Aircraft" is revised by deleting in their entirety pages 1 and 3,
page 3 of Attachment A and page 2 of Attachment B and
substituting new pages numbered accordingly. This revision
deletes reference to the February 1998 Option Aircraft. Such new
pages are attached hereto and incorporated into the Purchase
Agreement by this reference.
6. Upon execution of this Supplemental Agreement advance
payments in the amount of $250,000 shall be due for the
additional Aircraft. Since Buyer has previously made option
deposits of $500,000 per Aircraft, a total of $250,000 shall be
returned to Buyer within three business days of execution of this
Supplemental Agreement.
<PAGE>
<PAGE>
The Purchase Agreement shall be deemed to be supplemented to the
extent herein provided and as so supplemented shall continue in
full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY INTERNATIONAL LEASE
FINANCE CORPORATION
By: /s/ R. Leo Lyons By: /s/ Steven F. Udvar-Hazy
------------------- ------------------------
Its: Attorney-In-Fact Its: President
<PAGE>
<PAGE>
TABLE OF CONTENTS
Page SA
Number Number
------ ------
ARTICLES
- --------
1. Subject Matter of Sale . . . . . . . . . 1-1 SA-6
2. Delivery, Title and Risk of Loss . . . . 2-1
3. Price of Aircraft. . . . . . . . . . . . 3-1
4. Taxes. . . . . . . . . . . . . . . . . . 4-1
5. Payment. . . . . . . . . . . . . . . . . 5-1
6. Excusable Delay. . . . . . . . . . . . . 6-1
7. Changes to the Detail Specification. . . 7-1
8. Federal Aviation Requirements and
Certificates and Export License. . . . . 8-1
9. Representatives, Inspection,
Flights and Test Data. . . . . . . . . . 9-1
10. Assignment, Resale or Lease. . . . . . . 10-1
11. Termination for Certain Events . . . . . 11-1
12. Product Assurance; Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance. . . . . . . . . . . . . . 12-1
13. Buyer Furnished Equipment and
Spare Parts. . . . . . . . . . . . . . . 13-1
14. Contractual Notices and Requests . . . . 14-1
15. Miscellaneous. . . . . . . . . . . . . . 15-1
TABLES
- ------
1. Aircraft Deliveries and Descriptions SA-6
<PAGE>
<PAGE>
TABLE OF CONTENTS
SA
Number
------
EXHIBITS
A Aircraft Configuration . . . . . . . . . . . . . . .
A-2 Aircraft Configuration - The KLM Aircraft. . . . . . SA-6
A-3 Aircraft Configuration - The Martin
Air Aircraft . . . . . . . . . . . . . . . . . . . . SA-4
B Product Assurance Document . . . . . . . . . . . . .
C Customer Support Document. . . . . . . . . . . . . .
D * Airframe and Engines . . . . . . . . . . . . . . . SA-6
D-1 *. . . . . . . . . . . . . . . . . . . . . . . . . . SA-4
D-2 Airframe-Engines - The KLM Aircraft. . . . . . . . . SA-4
D-2 Airframe-Engines - The Martinair
Aircraft . . . . . . . . . . . . . . . . . . . . . . SA-4
E Buyer Furnished Equipment
Provisions Document. . . . . . . . . . . . . . . . .
F Defined Terms Document . . . . . . . . . . . . . . .
LETTER AGREEMENTS
* 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>
TABLE OF CONTENTS
SA
Number
------
RESTRICTED LETTER AGREEMENTS
- ----------------------------
6-1162-RLL-494 Advance Payments . . . . . . . . . SA-5
6-1162-RLL-497 Option Aircraft. . . . . . . . . . SA-6
6-1162-RLL-1113R1 The ILFC/KLM 767-300ER
Transaction. . . . . . . . . . . . SA-4
6-1162-RLL-1118 Additional Miscellaneous Matters . SA-3
6-1162-RLL-1208 * The Martinair Aircraft . . . . . SA-4
* 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>
ARTICLE 1. Subject Matter of Sale.
1.1 The Aircraft. Boeing will manufacture and deliver
to Buyer and Buyer will purchase and accept delivery from Boeing
of five (5) Boeing Model 767-300ER General Electric powered
aircraft (the GE Aircraft) manufactured in accordance with Boeing
detail specification D6T10330ILF-2, as described in Exhibit A,
seven (7) Boeing Model 767-300ER KLM Aircraft (The KLM Aircraft)
manufactured in accordance with Boeing detail specification
D6T10330ILF-KL, original issue as described in Exhibit A-2, four
(4) Boeing Model 767-300ER Pratt & Whitney powered aircraft (the
PW Aircraft) manufactured in accordance with Boeing detail
specification D6T10330ILF-3 as described in Exhibit A-1 and one
(1) Boeing Model 767-300ER manufactured in accordance with Boeing
Detail Specification D6T10330-MTH, Revision E, dated February 21,
1992 as described in Exhibit A-3 and as modified from time to
time in accordance with this Agreement (Detail Specification).
Such aircraft may be referred to herein, as the context may
require, as "Model 767-300ER Aircraft" and are referred to
individually and collectively as the "Aircraft" or "AIRCRAFT".
The Aircraft powered by the General Electric engine may also be
referred to, as the context may require, as the "GE Aircraft",
and the Aircraft powered by the Pratt & Whitney engine may also
be referred to, as the "P&W Aircraft."
1.2 Additional Goods and Services. In connection with
the sale of the Aircraft, Boeing will also provide to Buyer
certain other things under this Agreement, including data,
documents, training and services, all as described in this
Agreement.
1.3 *
1.4 Defined Terms. For ease of use, certain terms are
treated as defined terms in this Agreement. Such terms are
identified with a capital letter and set forth and/or defined in
Exhibit F.
* 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>
Purchase Agreement No. 1770
Page 1 of 1
Table 1 to Purchase Agreement 1770
Aircraft Deliveries and Descriptions
Model 767-300ER Aircraft
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Month/Year Quantity Detail Base Article 3 Article 3.7
of of Specification Exhibit Airframe Special Engine Aircraft Advance Payment
Delivery Aircraft No. and Date No. Price Features Price Basic Price Base Price
- --------- -------- ------------- ------- -------- -------- ------ ----------- ---------------
July 1995 One (1) D6T10330ILF-KL A-2 $* $* $* # $* $*
August 1995 One (1) D6T10330ILF-KL A-2 $* $* $* # $* $*
November 1995 One (1) D6T10330-MTH A-3 $* ** $* ** $* ** $*** $*
January 1996 One (1) D6T10330ILF-KL A-2 $* $* $* # $* $*
February 1996 One (1) D6T10330ILF-KL A-2 $* $* $* # $* $*
March 1996 One (1) D6T10330ILF-KL A-2 $* $* $* # $* $*
April 1996 One (1) D6T10330ILF-3 A-1 $* $* $* $* $*
June 1996 One (1) D6T10330ILF-KL A-2 $* $* $* # $* $*
July 1996 One (1) D6T10330ILF-KL A-2 $* $* $* # $* $*
February 1997 One (1) D6T10330ILF-3 A-1 $* $* $* $* $*
March 1997 One (1) D6T10330ILF-2 A $* $* $* * $* $*
May 1997 One (1) D6T10330ILF-2 A $* $* $* * $* $*
November 1997 One (1) D6T10330ILF-2 A $* $* $* * $* $*
December 1997 One (1) D6T10330ILF-2 A $* $* $* * $* $*
February 1998 One (1) D6T10330ILF-3 A-1 $* $* $* $* $*
October 1998 One (1) D6T10330ILF-2 A $* $* $* * $* $*
November 1998 One (1) D6T10330ILF-3 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.
</TABLE>
<PAGE>
<PAGE>
AIRCRAFT CONFIGURATION
Dated April 7, 1995
relating to
BOEING MODEL 767-000ER AIRCRAFT
THE KLM AIRCRAFT
The Detail Specification is Boeing Detail Specification
D6T10330-ILF-KL original issue. Such Detail Specification will
be comprised of Boeing Configuration Specification D6T10330 Rev.
N dated March 20, 1992 as amended to incorporate the applicable
specification language to reflect the effect of the changes set
forth in the Change Requests listed below, including the effects
of such changes on Manufacturer's Empty Weight (MEW) and
Operating Empty Weight (OEW). As soon as practicable, Boeing
will furnish to Buyer copies of the Detail Specification, which
copies will reflect the effect of such changes. The Aircraft
Basic Price reflects and includes all effects of such changes of
price, except such Aircraft Basic Price does not include the
price effects of Change Requests changing Buyer Furnished
Equipment to Seller Purchased Equipment.
<PAGE>
<PAGE>
Exhibit D
Page 2
ICI = The three-month arithmetic average of the released
monthly values for the Industrial Commodities
Index as set forth in the "Producer Prices and
Price Index" (Base Year 1982 = 100) as released by
the Bureau of Labor Statistics, U.S. Department of
Labor values (expressed as a decimal and rounded
to the nearest tenth) for the months set forth in
the table below for the applicable Aircraft.
In determining the value of L, the ratio of ECI divided by
116.2 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
In determining the value of M, the ratio of ICI divided by
115.9 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
<TABLE>
<S> <C> <C>
Month of Scheduled
Aircraft Delivery as Quantity Months to be Utilized
Set Forth in Article of in Determining the
2.1 of this Agreement Aircraft Value of ECI and ICI
- --------------------- -------- ---------------------
July 1995 One (1) Dec. 1994,Jan.,Feb. 1995
August 1995 One (1) Jan., Feb., March 1995
November 1995 One (1) Apr., May, June 1995
January 1996 One (1) June, July, Aug. 1995
March 1996 One (1) Aug., Sept., Oct. 1995
April 1996 One (1) Sept., Oct., Nov. 1995
June 1996 One (1) Nov., Dec.1995,Jan. 1996
July 1996 One (1) Dec. 1995,Jan.,Feb. 1996
February 1997 One (1) July, Aug., Sept. 1996
March 1997 One (1) Aug., Sept., Oct. 1996
May 1997 One (1) Oct., Nov., Dec. 1996
November 1997 One (1) Apr., May, June 1997
December 1997 One (1) May, June, July 1997
February 1998 One (1) July, Aug., Sept. 1997
October 1998 One (1) Mar., Apr., May 1998
November 1998 One (1) Apr., May, June 1998
</TABLE>
2. If at the time of delivery of an Aircraft Boeing is unable
to determine the Airframe Price Adjustment because the applicable
values to be used to determine the ECI and
<PAGE>
<PAGE>
BOEING COMMERCIAL AIRPLANE GROUP
P.O. Box 3707
Seattle, WA 98124-2207
6-1162-RLL-497
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 6-1162-RLL-497 to
Purchase Agreement No. 1770-
Option Aircraft
BOEING
Gentlemen:
This Letter Agreement amends Purchase Agreement
No. 1770 dated as of even date herewith (the Agreement)
between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model
767-300ER aircraft (Aircraft).
All terms used and not defined herein shall have the
same meaning as in the Purchase Agreement.
In consideration of the purchase by Buyer of the
Aircraft, Boeing hereby agrees to manufacture and sell
eight (8) additional Model 767-300ER aircraft as
described in paragraph 1 of Attachment A hereto (Option
Aircraft) to Buyer, subject to the terms and conditions
set forth below.
1. Delivery.
1.1 The Option Aircraft will be delivered to
Buyer during or before the months set forth in the
following schedule:
Month and Year Number of
of Delivery Option Aircraft
-------------- ---------------
March 1998 One (1)
April 1998 One (1)
May 1998 One (1)
February 1999 One (1)
March 1999 One (1)
April 1999 One (1)
May 1999 One (1)
October 1999 One (1)
<PAGE>
<PAGE>
International Lease Finance Corporation
6-1162-RLL-497/767 Page 3
Month and Year Advance Payment Base
of Delivery Price Per Option Aircraft
-------------- -------------------------
PW Option GE Option
Aircraft Aircraft
--------- ---------
March 1998 $* $*
April 1998 $* $*
May 1998 $* $*
February 1999 $* $*
March 1999 $* $*
April 199 $* $*
May 1999 $* $*
October 1999 $* $*
2.4 The Option Aircraft purchase price shall be the
applicable basic price thereof at the time of Option Aircraft
delivery adjusted in accordance with Boeing's airframe escalation
provisions and the engine manufacturer's escalation provisions
contained in the definitive agreement to purchase the Option
Aircraft. The purchase price will include the price for Seller
Purchased Equipment (SPE) if Buyer has elected to change Buyer
Furnished Equipment (BFE) to SPE.
3. Option Aircraft Payment.
3.1 In consideration of the granting of the option as set
forth herein, Buyer will pay a deposit to Boeing of $* for each
Option Aircraft (Deposit). Such deposit will be made in two
payments at $* for each Option Aircraft; the first payment to be
made on or before the date Boeing and Buyer enter into a
definitive agreement to purchase the aircraft; and the second to
be paid on or before January 15, 1993. In the event Buyer
exercises its option herein, the amount of the Deposit will be
credited against the first advance payment due for such Option
Aircraft pursuant to the advance payment schedule set forth in
paragraph 3 of Attachment A. The Deposits for the Option
Aircraft shall be refunded to Buyer, without interest, if the
parties do not enter into a definitive purchase agreement for the
Aircraft.
In the event that, after the parties enter into a definitive
agreement to purchase the Aircraft, Buyer does not exercise its
option to purchase the Option Aircraft pursuant to the terms and
conditions set forth herein, Boeing shall be entitled to retain
the Deposits for the Option Aircraft except as provided in
paragraphs 4 and 5.2 herein.
* 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>
Attachment A to
6-1162-RLL-497/767
Page 3
2. Price Description
2.1 Price Elements Per Aircraft
<TABLE>
<S> <C> <C> <C> <C> <C>
1 2 3 4 5
A/C BASIC ESTIMATED ESCALATION ADV. PMT.
AIRCRAFT AIRFRAME & SPECIAL PRICE ON BASE PRICE
DELIVERY FEATURES PRICE ENGINE PRICE ELEMENTS ELEMENT ELEMENT (ELEMENTS)
MO. & YR. (*) (*) 1 & 2 1 2 3 + 4 + 5
- -------- ------------------- ------------ --------- -------------------- ----------
PW Aircraft
- -----------
MARCH 1998 $* $* $* $* $* $*
APRIL 1998 $* $* $* $* $* $*
MAY 1998 $* $* $* $* $* $*
FEBRUARY 1999 $*
MARCH 1999 $*
APRIL 1999 $*
MAY 1999 $*
OCTOBER 1999 $*
GE Aircraft (*)
- ----------
MARCH 1998 $* $* * $* $* $* $*
APRIL 1998 $* $* * $* $* $* $*
MAY 1998 $* $* * $* $* $* $*
FEBRUARY 1999 $*
MARCH 1999 $*
APRIL 1999 $*
MAY 1999 $*
OCTOBER 1999 $*
_______
* *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
<PAGE>
<PAGE>
Attachment B to
6-1162-RLL-497/767
Page 2
ICI = The three-month arithmetic average of the
released monthly values for the Industrial
Commodities Index as set forth in the "Producer
Prices and Price Index" (Base Year 1982 = 100) as
released by the Bureau of Labor Statistics, U.S.
Department of Labor values (expressed as a decimal
and rounded to the nearest tenth) for the months
set forth in the table below for the applicable
Option Aircraft.
In determining the value of L, the ratio of ECI divided
by 116.2 shall be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
In determining the value of M, the ratio of ICI divided
by 115.9 shall be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
<TABLE>
<S> <C> <C>
Month of Scheduled Option Quantity
Aircraft Delivery as set of Months to be Utilized
Forth in Paragraph 1 Option in Determining the
of the Proposal Aircraft Value of ECI and ICI
- ------------------------- --------- ----------------------
March 1998 One (1) Aug., Sept., Oct. 1997
April 1998 One (1) Sept., Oct., Nov. 1997
May 1998 One (1) Oct., Nov., Dec. 1997
(c) In addition, it is understood that at the time of delivery
of each of the Option Aircraft to Buyer, Boeing may be unable to
determine the precise Airframe Price Adjustment for such Option
Aircraft because the applicable values to be used to determine
the ECI and ICI may not be released by the Bureau of Labor
Statistics. Accordingly, the parties agree as follows:
(i) The Airframe Price Adjustment, to be used at the
time of delivery of each of the Option Aircraft, will be
determined by utilizing the escalation provisions set forth
above. The values released by the Bureau of Labor Statistics and
available to Boeing thirty (30) days prior to scheduled month of
Option Aircraft delivery shall be used to determine the ECI and
ICI values for the applicable months (including those noted as
preliminary by the Bureau of Labor Statistics) to calculate the
Airframe Price Adjustment. If no values have been released for
an applicable month, the
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND
MARCH 31, 1994
<S> <C> <C>
1995 1994
---- ----
(Dollars in thousands)
(Unaudited)
Earnings:
Net Income $41,652 $ 43,686
Add:
Provision for income taxes 24,233 24,997
Fixed charges . . . . . . . . . . . . . . . 131,434 89,475
Less:
Capitalized interest 14,118 10,680
-------- --------
Earnings as adjusted (A) $183,201 $147,478
-------- --------
Preferred dividend requirements $ 2,552 $ 1,690
Ratio of income before provision
for income taxes to net income 158% 157%
-------- --------
Preferred dividend factor on pretax
basis 4,032 2,653
-------- --------
Fixed Charges:
Interest expense 117,316 78,795
Capitalized interest 14,118 10,680
-------- --------
Fixed charges as adjusted 131,434 89,475
-------- --------
Fixed charges and preferred stock
dividends (B) $135,466 $ 92,128
Ratio of earnings to fixed charges
and preferred stock dividends
(A) divided by (B) 1.35x 1.60x
======== ========
</TABLE>
13
<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 MARCH 31, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 82,062
<SECURITIES> 0
<RECEIVABLES> 376,068
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 9,796,948
<DEPRECIATION> 1,138,168
<TOTAL-ASSETS> 11,353,051
<CURRENT-LIABILITIES> 0
<BONDS> 8,347,885
<COMMON> 3,582
0
300,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 11,353,051
<SALES> 292,859
<TOTAL-REVENUES> 303,906
<CGS> 0
<TOTAL-COSTS> 120,705
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 117,316
<INCOME-PRETAX> 65,885
<INCOME-TAX> 24,233
<INCOME-CONTINUING> 41,652
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,652
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
