INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)

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 ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of May 9, 2013, there were 45,267,723 shares of Common Stock, no par value, outstanding.

Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

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


AIG		American International Group, Inc.
Airbus		Airbus S.A.S.
AOCI		Accumulated other comprehensive income
Boeing		The Boeing Company
The Company, ILFC, we, our, us		International Lease Finance Corporation
CVA		Credit Value Adjustment
ECA		Export Credit Agency
FASB		Financial Accounting Standards Board
Fitch		Fitch Ratings, Inc.
GAAP		Generally Accepted Accounting Principles in the United States of America
IRS		Internal Revenue Service
LIBOR		London Interbank Offered Rates
Moody's		Moody's Investors Service, Inc.
MVA		Market Value Adjustment
OCI		Other comprehensive income
part-out		Disassembly of an aircraft for the sale of its parts
PB		Primary beneficiary
SEC		U.S. Securities and Exchange Commission
S&P		Standard and Poor's Ratings Services
SPE		Special Purpose Entity
VIEs		Variable Interest Entities
WKSI		Well Known Seasoned Issuer

INTERNATIONAL LEASE FINANCE CORPORATION AND SUSIDIARIES

CONDENSED, CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	March 31, 2013			December 31, 2012

ASSETS
Cash and cash equivalents, including interest bearing accounts of $3,207,173 (2013) and $2,964,136 (2012)	$	3,255,269		$	3,027,587
Restricted cash, including interest bearing accounts of $381,103 (2013) and $406,788 (2012)		391,963			695,388
Net investment in finance and sales-type leases		92,264			93,936
Flight equipment		48,625,345			48,419,478
Less accumulated depreciation		14,322,730			13,951,169

		34,302,615			34,468,309
Deposits on flight equipment purchases		597,703			470,200
Lease receivables and other assets		754,635			785,602
Deferred debt issue costs, less accumulated amortization of $326,539 (2013) and $310,371 (2012)		279,734			269,335

	$	39,674,183		$	39,810,357

LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued interest and other payables	$	485,588		$	566,219
Current income taxes and other tax liabilities		262,007			269,846
Secured debt financing, net of deferred debt discount of $14,143 (2013) and $15,125 (2012)		9,219,713			9,489,247
Unsecured debt financing, net of deferred debt discount of $34,799 (2013) and $37,207 (2012)		13,914,655			13,853,540
Subordinated debt		1,000,000			1,000,000
Derivative liabilities		16,718			20,933
Security deposits, deferred overhaul rental and other customer deposits		2,614,679			2,524,981
Deferred income taxes		4,166,695			4,142,723
Commitments and Contingencies—Note L
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, 45,267,723 issued and outstanding		1,053,582			1,053,582
Paid-in capital		1,261,904			1,262,551
Accumulated other comprehensive loss		(10,029	)		(12,491	)
Retained earnings		5,588,671			5,539,226

Total shareholders' equity		7,994,128			7,942,868

	$	39,674,183		$	39,810,357

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED, CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(Dollars in thousands)

(Unaudited)

	March 31, 2013		March 31, 2012

REVENUES AND OTHER INCOME
Rental of flight equipment	$	1,013,920	$	1,122,225
Flight equipment marketing and gain on aircraft sales		2,281		6,056
Other income		45,955		23,263

		1,062,156		1,151,544

EXPENSES
Interest		384,128		390,820
Depreciation of flight equipment		464,112		479,650
Aircraft impairment charges on flight equipment held for use		19,706		11,171
Aircraft impairment charges and fair value adjustments on flight equipment sold or to be disposed		26,496		7,344
Loss on early extinguishment of debt		2,474		20,880
Aircraft costs		13,636		18,828
Selling, general and administrative		79,443		65,938
Other expenses		7,368		4,700

		997,363		999,331

INCOME BEFORE INCOME TAXES		64,793		152,213
Provision for income taxes		15,177		53,204

NET INCOME	$	49,616	$	99,009

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED, CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(Dollars in thousands)

(Unaudited)

	March 31, 2013		March 31, 2012

NET INCOME	$	49,616	$	99,009

OTHER COMPREHENSIVE INCOME (LOSS)
Net changes in fair value of cash flow hedges, net of tax (provision) benefit of $(1,243) (2013) and $302 (2012) and net of reclassification adjustments		2,278		(259	)
Change in unrealized fair value adjustments of available-for-sale securities, net of tax (provision) benefit of $(100) (2013) and $2 (2012) and net of reclassification adjustments		184		(6	)

		2,462		(265	)

COMPREHENSIVE INCOME	$	52,078	$	98,744

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED, CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(Dollars in thousands)

(Unaudited)

	March 31, 2013			March 31, 2012

OPERATING ACTIVITIES
Net income	$	49,616		$	99,009
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment		464,112			479,650
Deferred income taxes		22,629			46,200
Amortization of deferred debt issue costs		19,039			19,845
Amortization of debt discount		3,450			3,222
Amortization of prepaid lease costs		17,008			11,903
Aircraft impairment charges and fair value adjustments		46,202			18,515
Forfeitures of customer deposits		(14,604	)		(2,341	)
Loss on early extinguishment of debt		2,474			20,880
Other, including gain on aircraft sales and disposals		2,815			(13,937	)
Changes in operating assets and liabilities:
Lease receivables and other assets		6,999			3,650
Accrued interest and other payables		(74,124	)		(48,670	)
Current income taxes and other tax liabilities		(7,839	)		4,513

Net cash provided by operating activities		537,777			642,439

INVESTING ACTIVITIES
Acquisition of flight equipment		(378,205	)		(489,150	)
Payments for deposits and progress payments		(123,162	)		(69,262	)
Proceeds from disposal of flight equipment		8,300			17,300
Change in restricted cash		303,425			30,097
Collections of notes receivable		430			6,307
Collections of finance and sales-type leases		16,397			2,981

Net cash (used in) investing activities		(172,815	)		(501,727	)

FINANCING ACTIVITIES
Proceeds from debt financing		1,263,887			2,530,895
Payments in reduction of debt financing, net of foreign currency swap settlements		(1,475,756	)		(2,270,396	)
Debt issue costs		(31,945	)		(38,233	)
Security and rental deposits received		69,544			26,203
Security and rental deposits returned		(26,399	)		(25,118	)
Overhaul rentals collected		173,972			102,824
Overhaul rentals reimbursed		(109,987	)		(116,524	)
Net change in other deposits		—			27,175
Payment of preferred dividends		(109	)		(102	)

Net cash (used in) provided by financing activities		(136,793	)		236,724

Net increase in cash		228,169			377,436
Effect of exchange rate changes on cash		(487	)		(9	)
Cash at beginning of period		3,027,587			1,975,009

Cash at end of period	$	3,255,269		$	2,352,436

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

(Unaudited)

We are an indirect wholly-owned subsidiary of AIG. AIG is a leading global insurance company that provides a wide range of property casualty insurance, life insurance, retirement products, mortgage insurance and other financial services to customers in more than 130 countries.

The accompanying unaudited, condensed, consolidated financial statements have been prepared in accordance with GAAP 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 GAAP for complete financial statements.

The accompanying unaudited, condensed, consolidated financial statements include our accounts and accounts of all other entities in which we have a controlling financial interest. See Note M—Variable Interest Entities for further discussions on VIEs. All material intercompany accounts have been eliminated in consolidation.

Results for the three months ended March 31, 2013 include out of period adjustments related to prior years, which increased after-tax income by $8.3 million. The out of period adjustments primarily relate to IRS audit interest amounts recognized in the fourth quarter 2011 tax provision, which were reversed in the first quarter of 2013.

Management has determined, after evaluating the quantitative and qualitative aspects of these out of period adjustments, that our current and prior period financial statements and our projected 2013 results are not materially misstated.

In the opinion of management, all adjustments considered necessary for a fair statement of the results for the interim periods presented have been included. Certain reclassifications have been made to the 2012 unaudited, condensed, consolidated financial statements to conform to the 2013 presentation. Operating results for the three months ended March 31, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. These statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012.

On December 9, 2012, AIG entered into a definitive agreement with Jumbo Acquisition Limited for the sale of 80.1% of our common stock for approximately $4.2 billion in cash. Jumbo Acquisition Limited may elect to purchase an additional 9.9% of our common stock for $522.5 million within ten days after the approval of the purchase by the Committee on Foreign Investment in the United States. If Jumbo Acquisition Limited elects to purchase the additional stock, AIG will retain a 10% ownership interest in us, otherwise 19.9% ownership will remain with AIG. Each case is subject to dilution for issuances of stock to management, which would reduce AIG's ownership interest. If Jumbo Acquisition Limited elects to purchase the additional 9.9%, we expect AIG to own 9.4% of our common stock at the closing due to immediate dilution from anticipated management issuances. The sale is expected to close in 2013. The transaction is subject to required regulatory approvals and other customary closing conditions.

In February 2013, the FASB issued guidance on the presentation requirements for items reclassified out of Accumulated other comprehensive income. We are required to disclose the effect of significant items reclassified out of Accumulated other comprehensive income on the respective line items of net income or provide a cross-reference to other disclosures currently required under GAAP.

We adopted the guidance on January 1, 2013, when it became effective. The adoption had no impact on our financial condition, results of operations or cash flows. However, due to this adoption, we have included additional disclosures for items reclassified out of AOCI in Note Q—Accumulated Other Comprehensive (Loss) Income.

In February 2013, the FASB issued an accounting guidance update that clarifies the scope of transactions subject to disclosures about offsetting assets and liabilities. The guidance applies to financial instruments and derivative instruments that are offset either in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. This guidance was effective January 1, 2013, and required retrospective application. The adoption of this guidance had no effect on our consolidated financial statements, results of operations or cash flows, and we did not include additional disclosures because all of our derivatives were in liability positions.

Our effective tax rate for the three months ended March 31, 2013, decreased to 23.4% from 35.0% for the same period in 2012 primarily due to an $8.8 million interest refund allocation from AIG related to IRS audit adjustments, which had a beneficial impact to our effective tax rate and was discretely recorded for the three months ended March 31, 2013.

Restricted cash of $392.0 million and $695.4 million at March 31, 2013 and December 31, 2012, respectively, consisted primarily of cash that is restricted under our ECA facility agreement entered into in 2004. The restricted cash at December 31, 2012, also included a $287.0 million cash advance under our Ex-Im financing arrangement, which became available to us to finance the purchase of two aircraft during the three months ended March 31, 2013. See Note J—Debt Financings.

Related Party Allocations and Fees: We are party to cost sharing agreements, including tax, with AIG. Generally, these agreements provide for the allocation of corporate costs based upon a proportional allocation of costs to all subsidiaries. We also pay other subsidiaries of AIG a fee related to management services provided for certain of our foreign subsidiaries and we earn management fees from two trusts consolidated by AIG for the management of aircraft we sold to the trusts in prior years. ILFC is included in the consolidated federal income tax return of AIG as well as certain state tax returns where AIG files on a combined/unitary basis. Settlements with AIG for taxes are determined in accordance with our tax sharing agreements.

Dividends and Capital Contribution: We transferred two corporate aircraft with a combined net book value of $37.3 million to AIG during the year ended December 31, 2012. The transaction was recorded in Retained earnings as a dividend of $25.4 million, net of taxes of $11.9 million. We also received one corporate aircraft from AIG and we recorded $16.7 million, net of taxes of $9.2 million, in Lease receivables and other assets and as a capital contribution in Paid-in capital to reflect the transaction.

Expenses Paid by AIG on Our Behalf: We recorded $0.6 million and $2.6 million in Additional paid in capital for the three months ended March 31, 2013 and the year ended December 31, 2012, respectively, for compensation and other expenses paid by AIG on our behalf for which we were not required to reimburse.

Derivatives and Insurance Premiums: The counterparty of all of our interest rate swap agreements as of March 31, 2013, was AIG Markets, Inc., a wholly-owned subsidiary of AIG. See Note N—Fair Value Measurements and Note O—Derivative Financial Instruments. In addition, we purchase insurance through a broker who may place part of our policies with AIG. Total insurance premiums were $2.0 million and $2.4 million for the three months ended March 31, 2013 and 2012, respectively.

Our financial statements include the following amounts involving related parties:

	Three Months

Income Statement	March 31, 2013			March 31, 2012
	(Dollars in thousands)
Expense (income):
Effect from derivatives on contracts with AIG Markets, Inc.^(a)	$	298		$	305
Interest on derivative contracts with AIG Markets, Inc.		3,496			5,081
Allocation of corporate costs from AIG		6,627			8,677
Interest on time deposit account with AIG Markets^(a)		(826	)		(594	)
Management fees received		(2,094	)		(2,205	)
Management fees paid to subsidiaries of AIG		31			40

Balance Sheet	March 31, 2013			December 31, 2012

	(Dollars in thousands)
Asset (liability):
Time deposit account with AIG Markets^(a)	$	1,104,422		$	1,103,591
Derivative liabilities^(b)		(16,718	)		(20,933	)
Current income taxes and other tax liabilities to AIG^(c)		(291,853	)		(299,333	)
Accrued corporate costs payable to AIG		(21,802	)		(20,969	)
Equity:
Aircraft transfer to AIG, net of tax of $11,866 (2012)		—			25,379
Aircraft contribution from AIG, net of tax of $9,211 (2012)		—			(16,690	)
Compensation and other expenses paid by AIG		647			2,636

Management evaluates quarterly the need to perform a recoverability assessment of aircraft in our fleet considering the requirements under GAAP. Recurring recoverability assessments are performed whenever events or changes in circumstances indicate that the carrying amount of our aircraft may not be fully recoverable, which may require us to change our assumptions related to future estimated cash flows. The events or changes in circumstances considered include potential sales, changes in contracted lease terms, changes in the status of an aircraft as leased, re-leased, or not subject to lease, repossessions of aircraft, changes in portfolio strategies, changes in demand for a particular aircraft type and changes in economic and market circumstances. Any of these events would be considered when it occurs before the financial statements are issued, including lessee bankruptcies occurring subsequent to the balance sheet date.

During the three months ended March 31, 2013 and March 31, 2012, we recorded impairment charges of $19.7 million and $11.2 million, respectively, as a result of our recurring recoverability assessments. We recorded impairment charges on two aircraft during both periods.

H. Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed

From time to time we will dispose of aircraft from our fleet held for use prior to the conclusion of their useful life, most frequently through either a sale or part-out. As part of the recoverability assessment of our fleet, management assesses potential transactions and the likelihood that each individual aircraft will continue to be held for use as part of our leased fleet, or if the aircraft will be disposed of as mentioned above. If management determines that it is more likely than not that an aircraft will be disposed of through either a sale or part-out as a result of a potential transaction, a recoverability assessment is performed, and if impaired, the aircraft is recorded at the lower of fair market value or its current carrying value, with any necessary adjustments recorded in our Condensed, Consolidated Statement of Income. Further, if the aircraft meets the criteria to be classified as Flight equipment held for sale, we reclassify the aircraft from Flight equipment into Flight equipment held for sale (subsequent to recording any necessary impairment charges or fair value adjustments).

H. Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed (Continued)

We reported the following impairment charges and fair value adjustments on flight equipment sold or to be disposed:

	March 31, 2013		December 31, 2012

	(Dollars in thousands)
Lease receivables	$	185,216	$	199,694
AeroTurbine Inventory		166,975		149,390
Lease incentive costs, net of amortization		120,216		128,616
Straight-line rents and other assets		210,985		235,780
Goodwill and Other intangible assets^(a)		48,184		48,887
Notes and trade receivables, net of allowance^(b)		23,059		23,181
Derivative assets^(c)		—		54

	$	754,635	$	785,602

We had the following activity in our allowance for credit losses on notes receivable during the year ended December 31, 2012:

During the three months ended March 31, 2013, we did not have any activity in our allowance for credit losses on notes receivable.

	March 31, 2013			December 31, 2012

	(Dollars in thousands)
Secured
Senior secured bonds	$	3,900,000		$	3,900,000
ECA and Ex-Im financings		2,055,211			2,193,229
Secured bank debt^(a)		1,828,645			1,961,143
Institutional secured term loans		1,450,000			1,450,000
Less: Deferred debt discount		(14,143	)		(15,125	)

		9,219,713			9,489,247
Unsecured
Bonds and medium-term notes		13,949,454			13,890,747
Less: Deferred debt discount		(34,799	)		(37,207	)

		13,914,655			13,853,540

Total Senior Debt Financings		23,134,368			23,342,787
Subordinated Debt		1,000,000			1,000,000

	$	24,134,368		$	24,342,787

The following table presents information regarding the collateral pledged for our secured debt:

On August 20, 2010, we issued $3.9 billion of senior secured notes, with $1.35 billion maturing in September 2014 and bearing interest of 6.5%, $1.275 billion maturing in September 2016 and bearing interest of 6.75%, and $1.275 billion maturing in September 2018 and bearing interest of 7.125%. The notes are secured by a designated pool of aircraft, initially consisting of 174 aircraft and their equipment and related leases, and cash collateral when required. In addition, two of our subsidiaries, which either own or hold leases of aircraft included in the pool securing the notes, have guaranteed the notes. We can redeem the notes at any time prior to their maturity, provided we give notice between 30 to 60 days prior to the intended redemption date and subject to a penalty of the greater of 1% of the outstanding principal amount and a "make-whole" premium. There is no sinking fund for the notes.

The indenture and the aircraft mortgage and security agreement governing the senior secured notes contain customary covenants that, among other things, restrict our and our restricted subsidiaries' ability to: (i) create liens; (ii) sell, transfer or otherwise dispose of the assets serving as collateral for the senior secured notes; (iii) declare or pay dividends or acquire or retire shares of our capital stock during certain events of default; (iv) designate restricted subsidiaries as non-restricted subsidiaries or designate non-restricted subsidiaries; and (v) make investments in or transfer assets to non-restricted subsidiaries. The indenture also restricts our and the subsidiary guarantors' ability to consolidate, merge, sell or otherwise dispose of all, or substantially all, of our assets.

The indenture also provides for customary events of default, including but not limited to, the failure to pay scheduled principal and interest payments on the notes, the failure to comply with covenants and agreements specified in the indenture, the acceleration of certain other indebtedness resulting from

non-payment of that indebtedness, and certain events of insolvency. If any event of default occurs, any amount then outstanding under the senior secured notes may immediately become due and payable.

We entered into ECA facility agreements in 1999 and 2004 through certain direct and indirect wholly owned subsidiaries that have been designated as non-restricted subsidiaries under our indentures. The 1999 and 2004 ECA facilities were used to fund purchases of Airbus aircraft through 2001 and June 2010, respectively. New financings are no longer available to us under either ECA facility.

As of March 31, 2013, approximately $1.8 billion was outstanding under the 2004 ECA facility and no loans were outstanding under the 1999 ECA facility. The interest rates on the loans outstanding under the 2004 ECA facility are either fixed or based on LIBOR and ranged from 0.417% to 4.711% at March 31, 2013. The net book value of the aircraft purchased under the 2004 ECA facility was $4.0 billion at March 31, 2013. The loans are guaranteed by various European ECAs. We have collateralized the debt with pledges of the shares of wholly owned subsidiaries that hold title to the aircraft financed under the facilities. The 2004 ECA facility contains customary events of default and restrictive covenants, including a covenant to maintain a minimum consolidated tangible net worth.

Because of our current long-term debt ratings, the 2004 ECA facility requires us to segregate security deposits, overhaul rentals and rental payments received under the leases related to the aircraft funded under the 2004 ECA facility (segregated rental payments are used to make scheduled principal and interest payments on the outstanding debt). The segregated funds are deposited into separate accounts pledged to and controlled by the security trustee of the 2004 ECA facility. At March 31, 2013 and December 31, 2012, respectively, we had segregated security deposits, overhaul rentals and rental payments aggregating $378.4 million and $405.4 million related to aircraft funded under the 2004 ECA facility. The segregated amounts fluctuate with changes in security deposits, overhaul rentals, rental payments and principal and interest payments related to the aircraft funded under the 2004 ECA facility. In addition, if a default resulting in an acceleration of the obligations under the 2004 ECA facility were to occur, pursuant to the cross-collateralization agreement described below, we would have to segregate lease payments, overhaul rentals and security deposits received after such acceleration event occurred from the leases relating to the aircraft funded under the 1999 ECA facility that remain as collateral, even though those aircraft are no longer subject to a loan at March 31, 2013.

In addition, we must register the existing individual mortgages on certain aircraft funded under both the 1999 and 2004 ECA facilities in the local jurisdictions in which the respective aircraft are registered. The mortgages are only required to be filed with respect to aircraft that have outstanding loan balances or otherwise as agreed in connection with the cross-collateralization agreement described below.

We have cross-collateralized the 1999 ECA facility with the 2004 ECA facility. As part of such cross-collateralization, we (i) guarantee the obligations under the 2004 ECA facility through our subsidiary established to finance Airbus aircraft under the 1999 ECA facility; (ii) granted mortgages over certain aircraft financed under the 1999 ECA facility and security interests over other collateral related to the aircraft financed under the 1999 ECA facility to secure the guaranty obligation; (iii) have to maintain a loan-to-value ratio (aggregating the aircraft from the 1999 ECA facility and the 2004 ECA facility) of no

more than 50%, in order to release liens (including the liens incurred under the cross-collateralization agreement) on any aircraft financed under the 1999 or 2004 ECA facilities or other assets related to the aircraft; and (iv) agreed to apply proceeds generated from certain disposals of aircraft to obligations under the 2004 ECA facility.

On May 8, 2013, we amended our 2004 ECA facility, effective immediately. Prior to the amendment, we were subject to a financial covenant that would have been breached solely as a result of the application of purchase accounting in connection with our acquisition by Jumbo Acquisition Limited. The amendment removed this covenant. In addition, the amendment made permanent the requirement to segregate funds and to register individual mortgages in local jurisdictions. Prior to the amendment, this requirement would have fallen away if our long-term debt ratings rose above a certain level.

On December 19, 2012, we issued pre-funded amortizing notes with an aggregate principal amount outstanding of $287.0 million. The notes mature in January 2025 and scheduled principal payments commenced in April 2013. The notes are guaranteed by the Export-Import Bank of the United States and bear interest at a rate per annum equal to 1.492%. The funds were being held in a restricted cash account at December 31, 2012. During the three months ended March 31, 2013, we used the proceeds from the notes to finance two Boeing 777-300ER aircraft, which serve as collateral for the notes.

2011 Secured Term Loan: On March 30, 2011, one of our non-restricted subsidiaries entered into a secured term loan agreement with lender commitments in the amount of approximately $1.3 billion, which was subsequently increased to approximately $1.5 billion. The loan matures on March 30, 2018, and scheduled principal payments commenced in June 2012. The loan bears interest at LIBOR plus a margin of 2.75%, or, if applicable, a base rate plus a margin of 1.75%. The obligations of the subsidiary borrower are guaranteed on an unsecured basis by ILFC and on a secured basis by certain wholly-owned subsidiaries of the subsidiary borrower. The security granted includes a portfolio of 54 aircraft, together with attached leases and all related equipment and the equity interests in certain SPEs that own the pledged aircraft and related equipment and leases. The 54 aircraft had an initial average appraised base value, as defined in the loan agreement, of approximately $2.4 billion, which equaled a loan-to-value ratio of approximately 65%.

The subsidiary borrower is required to maintain compliance with a maximum loan-to-value ratio, which declines over time, as set forth in the term loan agreement. If the subsidiary borrower does not maintain compliance with the maximum loan-to-value ratio, it will be required to prepay portions of the outstanding loans, deposit an amount in the cash collateral account or transfer additional aircraft to the SPEs, subject to certain concentration criteria, so that the ratio is equal to or less than the maximum loan-to-value ratio.

The subsidiary borrower can voluntarily prepay the loan at any time. The loan facility contains customary covenants and events of default, including covenants that limit the ability of the subsidiary borrower and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the

ability of ILFC, the subsidiary borrower and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets and enter into transactions with affiliates.

AeroTurbine Revolving Credit Agreement: AeroTurbine has a credit facility that expires on December 9, 2015 and, after the most recent amendment on February 23, 2012, provides for a maximum aggregate available amount of $430 million, subject to availability under a borrowing base calculated based on AeroTurbine's aircraft assets and accounts receivable. AeroTurbine has the option to increase the aggregate amount available under the facility by an additional $70 million, either by adding new lenders or allowing existing lenders to increase their commitments if they choose to do so. Borrowings under the facility bear interest determined, with certain exceptions, based on LIBOR plus a margin of 3.0%. AeroTurbine's obligations under the facility are guaranteed by ILFC on an unsecured basis and by AeroTurbine's subsidiaries (subject to certain exclusions) and are secured by substantially all of the assets of AeroTurbine and the subsidiary guarantors. The credit agreement contains customary events of default and covenants, including certain financial covenants. Additionally, the credit agreement imposes limitations on AeroTurbine's ability to pay dividends to us (other than dividends payable solely in common stock). As of March 31, 2013, AeroTurbine had $269.9 million outstanding under the facility.

Secured Commercial Bank Financings: In May 2009, ILFC provided $39.0 million of subordinated financing to a non-restricted subsidiary. The entity used these funds and an additional $106.0 million borrowed from third parties to purchase an aircraft, which it leases to an airline. The loans had original maturity dates in May 2018 with interest rates based on LIBOR. On January 16, 2013, the non-restricted subsidiary repaid both loans in full. In connection with the prepayment of this loan we recognized losses aggregating $1.7 million from the write off of unamortized deferred financing costs.

In June 2009, we borrowed $55.4 million through a non-restricted subsidiary, which owns one aircraft leased to an airline. The loan partly amortized over five years with the remaining $27.5 million originally due in 2014, and the interest rate was fixed at 6.58%. On March 20, 2013, we repaid the loan in full. In connection with the prepayment of this loan, we recognized losses aggregating $0.8 million from the write off of unamortized deferred financing costs.

In March 2012, one of our indirect non-restricted subsidiaries entered into a $203 million term loan facility that was used to finance seven Boeing 737-800s. The principal of each senior loan issued under the facility will partially amortize over six years, with the remaining principal payable at the maturity date. At March 31, 2013, the average interest rate on the loans was 4.733%. The loans are non-recourse to ILFC except under limited circumstances and are secured by the purchased aircraft and lease receivables. The subsidiary borrower can voluntarily prepay the loans at any time subject to a 2% prepayment fee prior to March 30, 2014 and a 1% prepayment fee between March 30, 2014 and March 30, 2015.

On March 29, 2013, we amended certain financial covenants under our $203 million term loan facility.

The subsidiary borrower under the $203 million term loan facility is prohibited from: (i) incurring additional debt; (ii) incurring additional capital expenditures; (iii) hiring employees; and (iv) negatively pledging the assets securing the facility.

The loans each require a loan-to-value ratio of no more than 63%. If either subsidiary borrower does not maintain compliance with the maximum loan-to-value ratio, it will be required to prepay portions of the outstanding loans, deposit an amount in the cash collateral account or transfer additional aircraft to

SPEs, subject to certain concentration criteria, so that the ratio is equal to or less than the maximum loan-to-value ratio.

The loans contain customary covenants and events of default, including covenants that limit the ability of the subsidiary borrowers and their subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of ILFC, the subsidiary borrowers and their subsidiaries to consolidate, merge or dispose of all or substantially all of their assets and enter into transactions with affiliates.

Shelf Registration Statement: We have an effective shelf registration statement filed with the SEC. We have an unlimited amount of debt securities registered for sale under the shelf registration statement.

At March 31, 2013, we had issued unsecured notes with an aggregate principal amount outstanding of $11.2 billion under our current and previous shelf registration statements, including $750 million of 3.875% notes due 2018 and $500 million of 4.625% notes due 2021, each issued in March 2013. The debt securities outstanding under our shelf registration statements mature through 2022 and bear interest rates that range from 3.875% to 8.875%. The notes are not subject to redemption prior to their stated maturity and there are no sinking fund requirements.

Other Senior Notes: On March 22, 2010 and April 6, 2010, we issued a combined $1.25 billion aggregate principal amount of 8.625% senior notes due September 15, 2015, and $1.5 billion aggregate principal amount of 8.750% senior notes due March 15, 2017, pursuant to an indenture dated as of March 22, 2010. The notes are due in full on their scheduled maturity dates. The notes are not subject to redemption prior to their stated maturity and there are no sinking fund requirements.

The indentures governing our unsecured notes contain customary covenants that, among other things, restrict our, and our restricted subsidiaries', ability to (i) incur liens on assets; (ii) declare or pay dividends or acquire or retire shares of our capital stock during certain events of default; (iii) designate restricted subsidiaries as non-restricted subsidiaries or designate non-restricted subsidiaries; (iv) make investments in or transfer assets to non-restricted subsidiaries; and (v) consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets.

The indentures also provide for customary events of default, including but not limited to, the failure to pay scheduled principal and interest payments on the notes, the failure to comply with covenants and agreements specified in the indenture, the acceleration of certain other indebtedness resulting from non-payment of that indebtedness, and certain events of insolvency. If any event of default occurs, any amount then outstanding under the relevant indentures may immediately become due and payable.

2012 Credit Facility: On October 9, 2012, we entered into a $2.3 billion three-year unsecured revolving credit facility with a group of 10 banks that expires on October 9, 2015. Concurrently, we terminated our revolving credit agreement originally scheduled to expire in January 2014. Our current revolving credit facility provides for interest rates based on either a base rate or LIBOR plus a margin, currently 2.25%, determined by reference to our ratio of consolidated indebtedness to shareholders'

equity. The credit agreement contains customary events of default and restrictive covenants that, among other things, limit our ability to incur liens and transfer or sell assets. The credit agreement also contains financial covenants that require us to maintain a minimum interest coverage ratio and a maximum ratio of consolidated indebtedness to shareholders' equity. As of March 31, 2013, we had not drawn on our revolving credit facility.

On April 1, 2013, we amended certain financial covenants under our $2.3 billion three-year unsecured revolving credit facility, effective upon completion of the sale of our common stock to Jumbo Acquisition Limited. Following completion of this sale, we will apply purchase accounting which will adjust the carrying value of our assets and liabilities to their then-current fair value. The amendments to the financial covenants are intended to prevent us from violating such covenants solely as a result of the application of purchase accounting.

In December 2005, we issued two tranches of subordinated debt totaling $1.0 billion. Both tranches mature on December 21, 2065. The $400 million tranche has a call option date of December 21, 2015. We can call the $600 million tranche at any time. The interest rate on the $600 million tranche is a floating rate with a margin of 1.55% plus the highest of (i) 3 month LIBOR; (ii) 10-year constant maturity treasury; and (iii) 30-year constant maturity treasury. The interest rate resets quarterly and at March 31, 2013, the interest rate was 4.68%. The $400 million tranche has a fixed interest rate of 6.25% until the 2015 call option date, and if we do not exercise the call option, the interest rate will change to a floating rate, reset quarterly, based on a margin of 1.80% plus the highest of (i) 3 month LIBOR; (ii) 10-year constant maturity treasury; and (iii) 30-year constant maturity treasury. If we choose to redeem the $600 million tranche, we must pay 100% of the principal amount of the bonds being redeemed, plus any accrued and unpaid interest to the redemption date. If we choose to redeem only a portion of the outstanding bonds, at least $50 million principal amount of the bonds must remain outstanding.

In connection with the issuance of the subordinated debt, we entered into two contribution agreements (one for each tranche) with AIG that obligate AIG to make capital contributions to us in an amount equal to the aggregate accrued and unpaid interest on the subordinated debt following the occurrence of certain "mandatory trigger events". If AIG completes its anticipated sale of up to 90.0% of our common stock to Jumbo Acquisition Limited, AIG will be able to terminate the contribution agreements. Under the terms of the subordinated debt, failure to comply with certain financial tests requiring a minimum ratio of tangible equity to total managed assets and a minimum fixed charge coverage ratio will result in a mandatory trigger event. If a mandatory trigger event occurs after the contribution agreements have been terminated and we are unable to raise sufficient capital through the sale of our stock (in the manner permitted by the terms of the subordinated debt) to cover the next interest payment on the subordinated debt, a "mandatory deferral event" will occur. Following a mandatory deferral event, we will be required to defer all interest payments on the subordinated debt and we will be prohibited from paying cash dividends on our capital stock (including our market auction preferred stock) until we are in compliance with both financial tests or have raised sufficient capital to pay all accumulated and unpaid interest on the subordinated debt. Mandatory trigger events and mandatory deferral events are not events of default under the indenture governing the subordinated debt.

2013. During the three months ended March 31, 2013, we prepaid the total outstanding under both tranches of the $106.0 million secured financing and the total outstanding under the $55.4 million secured financing. In connection with these prepayments, we recognized charges aggregating $2.5 million primarily from the write off of unamortized deferred financing costs.

2012. During the three months ended March 31, 2012, we prepaid the remaining $456.9 million outstanding under our secured credit facility dated October 13, 2006 and the $750 million outstanding under our secured term loan entered into in 2010. In connection with these prepayments, we recognized charges aggregating $20.9 million from the write off of unamortized deferred financing costs and deferred debt discount.

K. Security Deposits on Aircraft, Deferred Overhaul Rentals and Other Customer Deposits

As of March 31, 2013 and December 31, 2012, Security deposits, deferred overhaul rentals and other customer deposits were comprised of:

At March 31, 2013, we had committed to purchase 243 new aircraft (of which 18 are through sale-leaseback transactions), four used aircraft from third parties, and nine new spare engines scheduled for delivery through 2019 with aggregate estimated total remaining payments (including adjustment for anticipated inflation) of approximately $17.8 billion. All of these commitments to purchase new aircraft and engines, other than the sale-leaseback transactions, are based upon agreements with each of Boeing, Airbus and Pratt and Whitney. In addition, AeroTurbine has agreed to purchase three used aircraft and eight engines under other flight equipment purchase agreements for an aggregate purchase commitment of $46.6 million.

Management regularly reviews the underlying values of the aircraft collateral to determine our exposure under asset value guarantees and loan guarantees. We recorded provisions for losses on asset value guarantees of $6.6 million related to two asset value guarantees during the three months ended March 31, 2013. The carrying balance of guarantees of $46.0 million, including reserves, is included in Accrued interest and other payables on our Condensed, Consolidated Balance Sheets.

Yemen Airways-Yemenia: We are named in a lawsuit in connection with the 2009 crash of our Airbus A310-300 aircraft on lease to Yemen Airways-Yemenia, a Yemeni carrier. The plaintiffs are families of deceased occupants of the flight and seek unspecified damages for wrongful death, costs, and fees. The operative litigation commenced in January 2011 and is pending in the United States District Court for the Central District of California. We believe that we have substantial defenses on the merits and that we are adequately covered by available liability insurance. We do not believe that the outcome of the Yemenia lawsuit will have a material effect on our consolidated financial condition, results of operations or cash flows.

We are also a party to various claims and litigation matters arising in the ordinary course of our business. We do not believe that the outcome of these matters, individually or in the aggregate, will be material to our consolidated financial condition, results of operations or cash flows.

Our leasing and financing activities require us to use many forms of SPEs to achieve our business objectives and we have participated to varying degrees in the design and formation of these SPEs. A majority of these entities are wholly owned; we are the primary or only variable interest holder, we are the only decision maker and we guarantee all the activities of the entities. However, these entities meet the definition of a VIE because they do not have sufficient equity to operate without our subordinated financial support in the form of intercompany notes and loans which serve as equity. We have a variable interest in other entities in which we have determined that we are the PB, because we control and manage all aspects of the entities, including directing the activities that most significantly affect these entities' economic performance, and we absorb the majority of the risks and rewards of these entities. We consolidate these entities into our Condensed, Consolidated Financial Statements and the related aircraft are included in Flight equipment and the related borrowings are included in Secured debt financings on our Condensed, Consolidated Balance Sheets.

We have variable interests in the following entities, in which we have determined we are not the PB because we do not have the power to direct the activities that most significantly affect the entity's economic performance: (i) one entity that we have previously sold aircraft to and for which we manage 18 aircraft, in which our variable interest consists of the servicing fee we receive for the management of 18 aircraft; and (ii) two affiliated entities we sold aircraft to in 2003 and 2004, which aircraft we continue to manage, in which our variable interests consist of the servicing fee we receive for the management of those aircraft. These two affiliated entities, for which we manage aircraft, are consolidated into AIG's financial statements. We do not believe that we will have any future material liquidity obligations to any of these entities.

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The degree of judgment used in measuring the fair value of financial instruments generally correlates with the level of pricing observability. Assets and liabilities recorded at fair value on our Condensed, Consolidated Balance Sheets are measured and classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs available in the marketplace used to measure the fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets; Level 2 refers to fair values estimated using significant other observable inputs; and Level 3 refers to fair values estimated using significant non-observable inputs.

The following table presents our assets and liabilities measured at fair value on a recurring basis, categorized using the fair value hierarchy described above:

	Level 1		Level 2			Level 3		Counterparty Netting		Total

	(Dollars in thousands)
March 31, 2013
Derivative assets	$	—	$	—		$	—	$	—	$	—
Derivative liabilities		—		(16,718)	^(b)		—		—		(16,718	)

Total	$	—	$	(16,718	)	$	—	$	—	$	(16,718	)

December 31, 2012
Derivative assets	$	—	$	54		$	—	$	—	$	54	^(a)
Derivative liabilities		—		(20,933)	^(b)		—		—		(20,933	)

Total	$	—	$	(20,879	)	$	—	$	—	$	(20,879	)

At March 31, 2013 our derivative portfolio consisted of interest rate swap contracts and at December 31, 2012, our derivative portfolio consisted of interest rate swap and interest rate cap contracts. The fair value of these instruments are based upon a model that employs current interest and volatility rates, as well as other observable inputs as applicable. As such, the valuation of these instruments is classified as Level 2.

We measure the fair value of flight equipment on a non-recurring basis, generally quarterly, annually, or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

The fair value of flight equipment is classified as a Level 3 valuation. Management evaluates quarterly the need to perform a recoverability assessment of flight equipment, and performs this assessment at least annually for all aircraft in our fleet. Recoverability assessments are performed whenever events or changes in circumstances indicate that the carrying amount of our flight equipment may not be recoverable, which may require us to change our assumptions related to future projected cash flows. Management is active in the aircraft leasing industry and develops the assumptions used in the recoverability assessment. As part of the recoverability process, we update the critical and significant assumptions used in the recoverability assessment.

Fair value of flight equipment is determined using an income approach based on the present value of cash flows from contractual lease agreements, flight hour rentals where appropriate, and projected future

lease payments, which extend to the end of the aircraft's economic life in its highest and best use configuration, as well as a disposition value, based on the expectations of market participants.

We recognized impairment charges and fair value adjustments for the three months ended March 31, 2013 and 2012, as provided in Note G—Aircraft Impairment Charges on Flight Equipment Held for Use and Note H—Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed.

The following table presents the effect on our Condensed, Consolidated Financial Statements as a result of the non-recurring impairment charges and fair value adjustments recorded to flight equipment during the three months ended March 31, 2013:

	Book Value at December 31, 2012		Impairment Charges			Reclassifications and Other Adjustments			Sales			Depreciation			Book Value at March 31, 2013

	(Dollars in thousands)
Flight equipment	$	104,009	$	(45,853	)	$	(495	)	$	—		$	(3,704	)	$	53,957
Flight equipment held for sale	$	—	$	—		$	—		$	—		$	—			—
Lease receivables and other assets^(b)	$	1,500	$	(349	)	$	495		$	(534	)	$	—			1,112
Net investment in finance and sales-type leases	$	—	$	—		$	—		$	—		$	—			—

Total	$	105,509	$	(46,202	)	$	—		$	(534	)	$	(3,704	)	$	55,069

We measure the fair value of flight equipment on a non-recurring basis, when GAAP requires the application of fair value. The fair value of flight equipment is used in determining the value of (i) aircraft held for use in our fleet when impaired; (ii) aircraft expected to be parted-out; (iii) aircraft to be sold; and (iv) aircraft sold as part of sales-type leases. We use the income approach to measure the fair value of flight equipment, which is based on the present value of estimated future cash flows. The key inputs to the income approach include the current contractual lease cash flows, projected non-contractual future lease cash flows, both of which include estimates of flight hour rental cash flows, where appropriate, extended to the end of the aircraft's economic life or to the end of our estimated holding period in its highest and best use configuration, as well as a contractual or estimated disposition value. The determination of these key inputs in applying the income approach is discussed below.

The current contractual lease cash flows are based on the in-force lease rates. The projected non-contractual lease cash flows are estimated based on the aircraft type, age, and airframe and engine configuration of the aircraft. The projected non-contractual lease cash flows are applied to a follow-on lease term(s), which are estimated based on the age of the aircraft at the time of re-lease. Follow-on leases are assumed through the aircraft's estimated economic life or estimated holding period. The holding

period assumption is the period over which future cash flows are assumed to be generated. Our general assumption is that the aircraft will be leased over a 25-year estimated useful life. However, if a sale or future part-out is likely or has been contracted for, the holding period will be shorter. This holding period is based on the estimated or actual sales date or estimated future part-out or disposal date, respectively. The disposition value is generally estimated based on the type of aircraft (i.e. widebody or narrowbody) and the type and the number of engines on the aircraft. In situations where the aircraft will be disposed of, the residual value assumed is based on a current part-out value, if available, or the contracted sale price, respectively.

The aggregate cash flows, as described above, are then discounted. The estimated discount rate used is based on the type and age of the aircraft, as well as the duration of the holding period, and incorporates market participant assumptions regarding the likely debt and equity financing components and the required returns of those financing components. Management has identified the key elements affecting the fair value calculation as the discount rate used to discount the estimated cash flows, the holding period of the flight equipment, and the proportion of contractual versus non-contractual cash flows.

We consider unobservable inputs to be those for which market data is not available and that we developed using the best information available to us related to assumptions market participants use when pricing the asset or liability. Relevant inputs vary depending on the nature of the asset or liability being measured at fair value. The effect of a change in a particular assumption is considered independently of changes in any other assumptions. In practice, simultaneous changes in assumptions may not always have a linear effect on inputs.

The significant unobservable inputs utilized in the fair value measurement of flight equipment are the discount rate, the remaining holding period and the non-contractual cash flows. The discount rate is affected by movements in the aircraft funding markets, and can be impacted by fluctuations in required

rates of return in debt and equity, and loan to value ratios. The remaining holding period and non-contractual cash flows represent management's estimate of the remaining service period of an aircraft and the estimated non-contractual cash flows over the remaining life of the aircraft. An increase in the discount rate applied would have an inverse effect on the fair value of an aircraft, while an increase in the remaining holding period or the estimated non-contractual cash flows would increase the fair value measurement.

We use derivatives to manage exposures to interest rate and foreign currency risks. At March 31, 2013, we had interest rate swap agreements entered into with a related counterparty that mature through 2015. During the three months ended March 31, 2013, we also had two interest rate cap agreements entered into with an unrelated counterparty in connection with a secured financing transaction that were scheduled to mature in 2018. We prepaid the debt related to our interest rate cap agreements and terminated our interest rate cap agreements during the three months ended March 31, 2013.

All our interest rate swap agreements have been designated as cash flow hedges and changes in fair value of cash flow hedges are recorded in OCI. Where hedge accounting is not achieved, the change in fair value of the derivative is recorded in income. We did not designate the interest rate cap agreements as hedges, and all changes in fair value were recorded in income.

We have previously de-designated and re-designated certain of our derivative contracts. The balance accumulated in AOCI at the time of the de-designation is amortized into income over the remaining life of the underlying derivative.

All of our interest rate swap agreements are subject to a master netting agreement, which would allow the netting of derivative assets and liabilities in the case of default under any one contract. Our interest rate swap agreements are recorded at fair value on our balance sheet in Derivative liabilities (see Note N—Fair Value Measurements). All of our derivatives were in a liability position at March 31, 2013. Our interest rate cap agreements were recorded at fair value and included in Lease receivables and other assets. Our derivative contracts do not have any credit risk related contingent features and we are not required to post collateral under any of our existing derivative contracts.

Derivatives have notional amounts, which generally represent amounts used to calculate contractual cash flows to be exchanged under the contract. The following table presents notional and fair values of derivatives outstanding at the following dates:

	Asset Derivatives				Liability Derivatives

	Notional Value		Fair Value		Notional Value		Fair Value
	(Dollars in thousands)
March 31, 2013
Derivatives designated as hedging instruments:
Interest rate swap agreements^(a)	$	—	$	—	$	293,584	$	(16,718	)

Total derivatives			$	—			$	(16,718	)

December 31, 2012
Derivatives designated as hedging instruments:
Interest rate swap agreements^(a)	$	—	$	—	$	336,125	$	(20,933	)
Derivatives not designated as hedging instruments:
Interest rate cap agreements^(b)	$	65,985	$	54	$	—	$	—

Total derivatives			$	54			$	(20,933	)

We recorded the following in OCI related to derivative instruments designated as hedging instruments:

We estimate that within the next twelve months, we will amortize into earnings approximately $(8.6) million of the pre-tax balance in AOCI under cash flow hedge accounting in connection with our program to convert debt from floating to fixed interest rates.

The following table presents the effect of derivatives recorded in Other Expenses on the Condensed, Consolidated Statements of Income:

	Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion)^(a)

	Three Months Ended March 31,
	2013			2012
	(Dollars in thousands)
Derivatives Designated as Cash Flow Hedges:
Interest rate swap agreements	$	(16	)	$	(23	)
Derivatives Not Designated as a Hedge:
Interest rate cap agreements		61			105
Reconciliation to Condensed, Consolidated Statements of Operations:
Reclassification of amounts de-designated as hedges recorded in AOCI		(282	)		(282	)

Effect from derivatives, net of change in hedged items due to changes in foreign exchange rates	$	(237	)	$	(200	)

The carrying amounts and fair values (as well as the level within the fair value hierarchy to which the valuation relates) of our financial instruments are as follows:

	Estimated Fair Value												Carrying Amount of Asset (Liability)

	Level 1			Level 2			Level 3			Total			Carrying Amount of Asset (Liability)
	(Dollars in thousands)
March 31, 2013
Cash, including restricted cash	$	59,663		$	3,587,569	^(a)	$	—		$	3,647,232		$	3,647,232
Notes receivable		—			23,042			—			23,042			23,059
Debt financing (including subordinated debt)		(19,094,456	)		(7,044,917	)		—			(26,139,373	)		(24,134,368	)
Derivative assets		—			—			—			—			—
Derivative liabilities		—			(16,718	)		—			(16,718	)		(16,718	)
Guarantees		—			—			(48,694	)		(48,694	)		(45,951	)
December 31, 2012
Cash, including restricted cash	$	605,410		$	3,117,565	^(a)	$	—		$	3,722,975		$	3,722,975
Notes receivable		—			23,175			—			23,175			23,181
Debt financing (including subordinated debt)		(18,822,645	)		(7,160,408	)		—			(25,983,053	)		(24,342,787	)
Derivative assets		—			54			—			54			54
Derivative liabilities		—			(20,933	)		—			(20,933	)		(20,933	)
Guarantees		—			—			(51,947	)		(51,947	)		(49,268	)

We used the following methods and assumptions in estimating our fair value disclosures for financial instruments:

Cash: The carrying value reported on the balance sheet for cash and cash equivalents and restricted cash approximates its fair value. We consider time deposits that are not readily available for immediate withdrawal as Level 2 valuations.

Notes Receivable: The fair values for notes receivable are estimated using discounted cash flow analysis, using market quoted discount rates that approximate the credit risk of the issuing party.

Debt Financing: Quoted prices are used where available. The fair value of our long-term unsecured fixed-rate debt is estimated using a discounted cash flow analysis, based on our spread to U.S. Treasury bonds for similar debt at year-end. The fair value of our long-term unsecured floating rate debt is estimated using a discounted cash flow analysis based on credit default spreads. The fair value of our long-term secured debt is estimated using discounted cash flow analysis based on credit default spreads.

Derivatives: Fair values were based on the use of a valuation model that utilizes, among other things, current interest, foreign exchange and volatility rates, as applicable.

AVGs: Guarantees are included in Accrued interest and other payables on our Condensed, Consolidated Balance Sheets. Fair value is determined by reference to the underlying aircraft and guarantee amount.

The following table presents other comprehensive income reclassification adjustments:

	Three Months Ended March 31, 2013

	Gains and losses on cash flow hedges			Unrealized gains and losses on available-for- sale securities			Total
	(Dollars in thousands)
Balance at December 31, 2012	$	(12,931	)	$	440		$	(12,491	)
Other comprehensive (loss) income before reclassifications		3,223			284			3,507
Amounts reclassified from AOCI		298			—			298
Income tax effect		(1,243	)		(100	)		(1,343	)

Net increase in other comprehensive (loss) income		2,278			184			2,462
Balance at March 31, 2013	$	(10,653	)	$	624		$	(10,029	)

	Three Months Ended March 31, 2012

	Gains and losses on cash flow hedges			Unrealized gains and losses on available-for- sale securities			Total
	(Dollars in thousands)
Balance at December 31, 2011	$	(19,763	)	$	127		$	(19,636	)
Other comprehensive (loss) income before reclassifications		(866	)		(8	)		(874	)
Amounts reclassified from AOCI		305			—			305
Income tax effect		302			2			304

Net (decrease) increase in other comprehensive (loss) income		(259	)		(6	)		(265	)
Balance at March 31, 2012	$	(20,022	)	$	121		$	(19,901	)

The following table presents the classification and amount of reclassifications from AOCI to the Condensed Consolidated Statement of Income:

	Three months ended March 31, 2013			Condensed, Consolidated Statement of Income Classification

	(Dollars in thousands)
Cash flow hedges
Interest rate swap agreements	$	(16	)	Other expenses
Reclassification of amounts de-designated as hedges recorded in AOCI		(282	)	Other expenses

		(298	)
Available-for-sale securities
Realized gains and losses on available-for-sale securities		—		Selling, general and administrative

		—
Total reclassifications	$	(298	)

2012 Credit Facility: On April 1, 2013, we amended certain financial covenants under our $2.3 billion three-year unsecured revolving credit facility, effective upon completion of the sale of our common stock to Jumbo Acquisition Limited. Following completion of this sale, we will apply purchase accounting which will adjust the carrying value of our assets and liabilities to their then-current fair value. The amendments to the financial covenants are intended to prevent us from violating such covenants solely as a result of the application of purchase accounting.

$900 Million Secured Term Loan: On April 5, 2013, we partially prepaid and amended our $900 million secured term loan entered into in February 2012. This prepayment reduced the outstanding principal amount to $750 million and amended the interest rate to an annual rate of LIBOR plus a margin of 2.75% with a LIBOR floor of 0.75%. Additionally, certain collateral that had served as security for the secured term loan was released. See Note J—Debt Financings. The maturity date remains June 30, 2017.

ECA Financings: On May 8, 2013, we amended our 2004 ECA facility, effective immediately. Prior to the amendment, we were subject to a financial covenant that would have been breached solely as a result of the application of purchase accounting in connection with our acquisition by Jumbo Acquisition Limited. The amendment removed this covenant. In addition, the amendment made permanent the requirement to segregate funds and to register individual mortgages in local jurisdictions. Prior to the amendment, this requirement would have fallen away if our long-term debt ratings rose above a certain level.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This quarterly report on Form 10-Q and other publicly available documents may contain or incorporate statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements appear in a number of places in this Form 10-Q and include statements regarding, among other matters, our pending sale to Jumbo Acquisition Limited, the state of the airline industry, our access to the capital markets, our ability to restructure leases and repossess aircraft, the structure of our leases, regulatory matters pertaining to compliance with governmental regulations and other factors affecting our financial condition or results of operations. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and "should," and variations of these words and similar expressions, are used in many cases to identify these forward-looking statements. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results to vary materially from our future results, performance or achievements, or those of our industry, expressed or implied in such forward-looking statements. Such factors include, among others, general industry, economic and business conditions, which will, among other things, affect demand for aircraft, availability and creditworthiness of current and prospective lessees, lease rates, availability and cost of financing and operating expenses, governmental actions and initiatives, and environmental and safety requirements, as well as the factors discussed under the heading "Part I—Item 1A. Risk Factors," in our 2012 Annual Report on Form 10-K. We do not intend and undertake no obligation to update any forward-looking information to reflect actual results or future events or circumstances.

We are the world's largest independent aircraft lessor, measured by number of owned aircraft, with approximately 1,000 owned or managed aircraft. As of March 31, 2013, we owned 919 aircraft in our leased fleet and four additional aircraft in AeroTurbine's leased fleet, with an aggregate net book value of approximately $34.3 billion. The weighted average age of our fleet, weighted by the net book value of our aircraft, was 8.4 years at March 31, 2013. We had 15 additional aircraft in the fleet classified as finance and sales-type leases and we also provided fleet management services for 80 aircraft. Our fleet features popular aircraft types, including both narrowbody and widebody aircraft. In addition to our existing fleet, as of March 31, 2013, we had commitments to purchase 243 new aircraft for delivery through 2019, including 18 through sale-leaseback transactions. The new aircraft commitments are comprised of 100 Airbus A320neo family aircraft, 20 Airbus A350 aircraft, 74 Boeing 787 aircraft and 49 Boeing 737-800 aircraft. We also have the rights to purchase an additional 50 Airbus A320neo family aircraft. In addition, we have committed to purchase four used aircraft from third parties. We intend to continue to complement our orders from aircraft manufacturers with opportunistic acquisitions of additional aircraft from third parties, which may include sale-leaseback transactions with airlines. On March 1, 2013, we entered into an agreement to acquire 15 Boeing 737-800 and one Boeing 777-300ER with delivery dates in 2013 and 2014, through a sale-leaseback agreement with American Airlines. We balance the benefits of holding and leasing our aircraft and selling or parting-out the aircraft depending on economics, opportunities and risks.

Under the terms of our leases, the lessee is generally responsible for all operating expenses, which customarily include maintenance, fuel, crews, airport and navigation charges, taxes, licenses, aircraft registration and insurance premiums. We, however, generally contribute to the first major maintenance event a lessee incurs during the lease of a used aircraft and, if an aircraft is returned due to a lessee ceasing operations or failing to meet its obligations under a lease, we may incur costs to repossess and prepare the aircraft for re-lease. Our leases are generally for a fixed term, although they may include early termination rights or extension options. Our leases require all non-contingent payments to be made in advance and our

leases are predominantly denominated in U.S. dollars. Our lessees are generally required to continue to make lease payments under all circumstances, including periods during which the aircraft is not in operation due to maintenance or grounding. We typically contract to re-lease aircraft before the end of the existing lease term. For aircraft returned before the end of the lease term due to exceptional circumstances, we have generally been able to re-lease the aircraft within two to six months of their return. The weighted average lease term remaining on our current leases, weighted by net book value of our aircraft, was 4.0 years as of March 31, 2013.

In addition to our leasing activities, we provide fleet management services to investors or owners of aircraft portfolios for a management fee. Through our wholly-owned subsidiary AeroTurbine, we provide engine leasing, certified aircraft engines, airframes, engine parts and supply chain solutions and possess the capabilities to disassemble aircraft and engines into parts. This allows us to maximize the value of our aircraft and engines across their complete life cycle and offer an integrated value proposition to our airline customers as they transition out aging aircraft. At times we also sell aircraft from our leased aircraft fleet to other leasing companies, financial services companies, and airlines. In limited cases, we have also provided asset value guarantees and loan guarantees to buyers of aircraft or to financial institutions for a fee.

We operate our business on a global basis, deriving more than 93% of our revenues from airlines outside of the United States. As of March 31, 2013, we had 913 aircraft leased under operating leases to 175 customers in 79 countries, with no lessee accounting for more than 10% of lease revenue for the three months ended March 31, 2013. At March 31, 2013, our operating lease portfolio included six aircraft not subject to a signed lease agreement or a signed letter of intent. Four of these six aircraft have been or may be parted out or sold but did not meet the criteria for being classified as held for sale. We are evaluating our options for the remaining two aircraft. We have 50 aircraft that are subject to leases expiring during the remainder of 2013, 22 of which are not yet subject to a signed lease agreement or a signed letter of intent following the expiration of their current leases. Of these 22 aircraft, 14 may be parted out or sold but did not meet the criteria for being classified as held for sale. If the current customers of the remaining eight aircraft do not extend these leases, we will be required to find new customers for these aircraft. Our results of operations are affected by a variety of factors, primarily:

Recent challenges in the global economy, including uncertainties related to the Euro zone, with the most recent economic crisis in Cyprus, political uncertainty in the Middle East, and sustained higher fuel prices, have negatively impacted many airlines' profitability, cash flows and liquidity. We have been

successful in deregistering all six aircraft we had on lease with Kingfisher, which ceased operations in late 2012. Since December 31, 2012, we were successful in exporting one of the aircraft out of India. However, we are experiencing difficulties in exporting the remaining five aircraft as a result of bureaucratic and regulatory obstacles. The aircraft remaining in India have been removed from Kingfisher's possession.

Future events, including a prolonged recession, ongoing uncertainty regarding the European sovereign debt crises, political unrest, continued weak consumer demand, high fuel prices, or restricted availability of credit to the aviation industry, could lead to the weakening or cessation of operations of additional airlines, which in turn would adversely affect our earnings and cash flows in the near term.

Despite the current difficulties in the global economy, we are optimistic about the long-term future of air transportation and the growing role that the leasing industry and ILFC, in particular, will play in commercial air transport. At May 2, 2013, we had signed leases for all but three of our 52 new aircraft deliveries through 2014. We have contracted with Airbus and Boeing to purchase new fuel-efficient aircraft with delivery dates through 2019. These aircraft are in high demand from our airline customers. In many cases, we have delivery positions for the most modern and fuel-efficient aircraft earlier than the airlines can obtain such aircraft from the manufacturers. At March 31, 2013, we had agreements to purchase 18 new aircraft from airlines through sale-leaseback transactions with scheduled delivery dates in 2013 and 2014. We believe that, with respect to our used aircraft, we have the market reach, visibility and understanding to move our aircraft across jurisdictions to best deploy our aircraft with the world's airlines. We are focused on increasing our presence in frontier and emerging markets that have high potential for passenger growth and other markets that have significant demand for new aircraft. We have assembled a highly skilled and experienced management team and have secured sufficient liquidity to manage through expected market volatility. We have also demonstrated strong and sustainable financial performance through most airline industry cycles. For these reasons, we believe that we are well positioned to manage the current cycle and over the long-term.

Our income before income taxes for the three months ended March 31, 2013 decreased by $87.4 million as compared to the same period in 2012, primarily due to a decrease in revenues and other income.

See "—Results of Operations" herein for a detailed discussion of our results.

Significant capital resources and liquidity developments for the three months ended March 31, 2013 include the issuance of $750 million of 3.875% notes due 2018 and $500 million of 4.625% notes due 2021 under our shelf registration statement. Subsequent to March 31, 2013, we refinanced our $900 million secured term loan at a lower interest rate and simultaneously reduced the outstanding principal amount to $750 million.

immediate dilution from anticipated management issuances. The sale is expected to close in 2013. The transaction is subject to required regulatory approvals and other customary closing conditions.

See "Item 1A. Risk Factors—Risks Relating to a Change in our Majority Shareholder and Our Separation from AIG" in our Annual Report on Form 10-K for the year ended December 31, 2012, for risks related to AIG's anticipated sale of us to Jumbo Acquisition Limited.

Our revenues consist primarily of rental of flight equipment, flight equipment marketing and gain on aircraft sales and other income.

Our leasing revenue is principally derived from airlines and companies associated with the airline industry. Our aircraft leases generally provide for the payment of a fixed, periodic amount of rent, and in certain cases, additional rental revenue based on usage. The usage may be calculated based on hourly usage or on the number of cycles operated. A cycle is defined as one take-off and landing. Under the provisions of many of our leases we receive overhaul rentals based on the usage of the aircraft. For certain airframe and engine overhauls, we reimburse the lessee for costs incurred up to, but generally not exceeding, related overhaul rentals that the lessee has paid to us. We recognize overhaul rental revenue, net of estimated overhaul reimbursements. Estimated overhaul reimbursements are recorded as deferred overhaul rentals.

Additionally, in connection with a lease of a used aircraft, we generally agree to contribute to the first major maintenance event the lessee incurs during the lease. At the time we pay the agreed upon maintenance reimbursement, we record the reimbursement against deferred overhaul rentals to the extent we have received overhaul rentals from the lessee, or against deposits to the extent received from the prior lessee. We capitalize as lease incentives any amount of the actual maintenance reimbursement we pay in excess of overhaul rentals paid to us by the lessee and payments received from prior lessees and amortize the lease incentives into Rental of flight equipment over the remaining life of the lease.

The amount of lease revenue we recognize is primarily influenced by the following factors:

In addition to aircraft or engine specific factors such as the type, condition and age of the asset, the lease rates for our leases may be determined in part by reference to the specified interest rate at the time the aircraft is delivered to the customer. The factors described in the bullet points above are influenced by airline industry conditions, global and regional economic trends, airline market conditions, the supply and demand balance for the type of flight equipment we own and our ability to remarket flight equipment subject to expiring lease contracts under favorable economic terms.

Because the terms of our leases are generally for multiple years and have staggered maturities, there are lags between changes in market conditions and their impact on our results, as contracts not yet reflecting current market lease rates remain in effect. Therefore, current market conditions and any potential effect they may have on our results may not be fully reflected in current results. Management monitors all lessees that are behind in lease payments, and assesses relevant operational and financial issues, in order to determine the amount of rental income to recognize for past due amounts. Lease payments are due in advance and we generally recognize rental income only to the extent we have received payments or hold security and other deposits.

Our sales revenue is generated from the sale of our aircraft and engines and any gains on such sales are recorded in Flight equipment marketing and gain on aircraft sales. The price we receive for our aircraft and engines is largely dependent on the condition of the asset being sold, airline market conditions, funding availability to the buyer and the supply and demand balance for the type of asset we are selling. The timing of the closing of aircraft and engine sales is often uncertain, as a sale may be concluded swiftly or negotiations may extend over several weeks or months. As a result, even if sales are comparable over a long period of time, during any particular fiscal quarter or other reporting period we may close significantly more or fewer sale transactions than in other reporting periods. Accordingly, gain on aircraft sales recorded in one fiscal quarter or other reporting period may not be comparable to gain on aircraft sales in other periods. We also engage in the marketing of our flight equipment throughout the lease term, as well as the sale of third party owned flight equipment and other marketing services on a principal and commission basis.

Other income includes (i) gross profit on sales from AeroTurbine of engines, airframes, parts and supplies; (ii) fees from early lease terminations; (iii) management fee revenue we generate through a variety of management services that we provide to non-consolidated aircraft securitization vehicles and joint ventures and third party owners of aircraft; and (iv) interest income. Income from AeroTurbine's engine, airframes, parts and supplies sales are included in Other income, net of cost of sales. The price AeroTurbine receives for engines, airframes, parts and supplies is largely dependent on the condition of the asset being sold, airline market conditions and the supply and demand balance for the type of asset being sold. Our management services may include leasing and remarketing services, cash management and treasury services, technical advisory services and accounting and administrative services depending on the needs of the aircraft owner.

Our interest income is derived primarily from interest recognized on cash and short term investments, finance and sales-type leases and notes receivable issued by lessees in connection with lease restructurings, or in limited circumstances, issued by buyers of aircraft in connection with sales of aircraft. The amount of interest income we recognize in any period is influenced by the amount of cash and short term investments, principal balance of finance and sales-type leases and notes receivable we hold, and effective interest rates.

Our primary operating expenses consist of interest on debt, depreciation, aircraft impairment charges, selling, general and administrative expenses and other expenses.

Our interest expense in any period is primarily affected by changes in interest rates and outstanding amounts of indebtedness. Between 2010 and the end of 2011, several of our debt refinancings had relatively higher interest rates than the debt we replaced, partially as a result of our initiatives to extend our debt maturities. The weighted average of our debt maturities was 6.4 years as of March 31, 2013. While our weighted average effective cost of borrowing, which excludes the effect of amortization of deferred debt issue costs, increased during those two years, the decrease in our average debt outstanding due to our deleveraging efforts offset those increases starting in late 2011. However, since the beginning of 2012 we have been able to refinance our debt at similar or lower interest rates. Our weighted average effective cost of borrowing was 6.01% at March 31, 2013. Our weighted average effective cost of borrowing reflects our weighted average interest rate, including the effect of interest rate swaps or other derivatives and the effect of debt premiums and discounts.

Our total debt outstanding at the end of each period and weighted average effective cost of borrowing, which excludes the amortization of deferred debt issue cost, for the periods indicated were as follows:

We generally depreciate aircraft using the straight-line method over a 25-year life from the date of manufacture to an estimated residual value. Management regularly reviews depreciation on our aircraft by aircraft type and depreciates the aircraft using the straight-line method over the estimated remaining holding period to an established residual value. See "Flight Equipment" below. Our depreciation expense is influenced by the adjusted carrying values of our flight equipment, the depreciable life and estimated residual value of the flight equipment. Adjusted carrying value is the original cost of our flight equipment, including capitalized interest during the construction phase, adjusted for subsequent capitalized improvements and impairments.

Management evaluates quarterly the need to perform a recoverability assessment of aircraft considering the requirements under GAAP and performs this assessment at least annually for all aircraft in our fleet. Recurring recoverability assessments are performed whenever events or changes in circumstances indicate that the carrying amount of our aircraft may not be recoverable, which may require us to change our assumptions related to future estimated cash flows. These events or changes in circumstances considered include potential disposals, changes in contracted lease terms, changes in the status of an aircraft as leased, re-leased, or not subject to lease, repossessions of aircraft, changes in portfolio strategies, changes in demand for a particular aircraft type and changes in economic and market circumstances. Factors that have affected impairment charges in recent years include, but are not limited to, the following: (i) unfavorable airline industry trends affecting the residual values of certain aircraft types; (ii) management's expectations that certain aircraft were more likely than not to be parted-out or otherwise disposed of sooner than 25 years; and (iii) new technological developments.

While we continue to manage our fleet by ordering new in-demand aircraft and maximize our returns on our existing aircraft, we may incur additional impairment charges in the future. Impairment charges may result from future deterioration in lease rates and residual values, which can be caused by new technological developments, further sustained increases in fuel costs, prolonged economic distress, and

decisions to sell or part-out aircraft at amounts below net book value. The potential for impairment or fair value adjustments could be material to our results of operations for an individual period.

Aircraft costs consist of maintenance and repossession-related expenses borne by us. These expenses are typically incurred when aircraft are returned early, repossessed, or otherwise off-lease. While lessees are generally responsible for maintenance of the aircraft under the provisions of the lease, we may incur maintenance costs to prepare the aircraft for re-lease when aircraft are returned early or repossessed and are not in satisfactory condition to re-lease. Aircraft costs will fluctuate with the number of aircraft repossessed during a period.

Our principal selling, general and administrative expenses consist of expenses related to personnel expenses, including salaries, share-based compensation charges, employee benefits, professional and advisory costs and office and travel expenses. The level of our selling, general and administrative expenses is influenced primarily by the number of employees, fluctuations in AIG's share price and the extent of transactions or ventures we pursue which require the assistance of outside professionals or advisors.

Other expenses consist primarily of lease related charges, provision for losses on aircraft asset value guarantees, and provision for credit losses on notes receivable and net investment in finance and sales-type leases. Our lease related charges include the write-off of unamortized lease incentives and overhaul and straight-line lease adjustments that we incur when we sell an aircraft prior to the end of the lease.

Our provision for losses on aircraft asset value guarantees represents changes made in the current period based on our best estimate of loss on asset value guarantees that are probable to be exercised.

Our provision for credit losses on notes receivable consists primarily of allowances we establish to reduce the carrying value of our notes receivable to estimated collectible levels. Management reviews all outstanding notes that are in arrears to determine whether we should reserve for, or write off any portion of, the notes receivable. In this process, management evaluates the collectability of each note and the value of the underlying collateral, if any, by assessing relevant operational and financial issues. As of March 31, 2013, notes receivable, net, were not material.

Our provision for credit losses on finance and sales-type leases consists primarily of allowances we establish to reduce the carrying value of our net investment in these leases to estimated collectible levels. Management monitors the activities and financial health of customers and evaluates the impact certain events, such as customer bankruptcies, will have on lessee's abilities to perform under the contracted terms of the related leases. Management reviews all outstanding leases classified as finance and sales-type to determine appropriate classification of the related aircraft within our fleet, and whether we should reserve for any portion of our net investment.

The primary factors affecting our other expenses are: (i) the sale of aircraft prior to the end of a lease, which may result in lease related costs; (ii) a deterioration in aircraft values, which may result in additional provisions for losses on aircraft asset value guarantees; (iii) lessee defaults, which may result in additional provisions for doubtful notes receivable; and (iv) volatility in market value in derivatives not designated as hedges and ineffectiveness of cash flow hedges.

Management's discussion and analysis of our financial condition and results of operations are based upon our Condensed, Consolidated Financial Statements, which have been prepared in accordance with

GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.

We believe the following critical accounting policies could have a significant impact on our results of operations, financial condition and financial statement disclosures, and may require subjective and complex estimates and judgments:

We evaluate our estimates, including those related to flight equipment, lease revenue, derivative financial instruments, fair value measurements, and income taxes, on a recurring basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. For a detailed discussion on the application of our critical accounting policies, see Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2012. The following discussion includes any material updates or any specific activity related to these accounting policies and estimates for the three months ended March 31, 2013:

Impairment Charges on Flight Equipment Held for Use—Sensitivity Analysis: Aircraft impairment charges on flight equipment held for use aggregated $19.7 million for the three months ended March 31, 2013. If estimated cash flows used in a hypothetical full fleet assessment as of March 31, 2013, were decreased by 10% and 20%, 16 additional aircraft with a net book value of $0.4 billion or 56 additional aircraft with a net book value of $2.0 billion, respectively, would have been impaired and written down to their resulting respective fair values. In addition our lessees may face financial difficulties and return aircraft to us prior to the contractual lease expiry dates. As a result, our cash flow assumptions may change and future impairment charges may be required.

Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed: Aircraft impairment charges and fair value adjustments on flight equipment sold or to be disposed aggregated $26.5 million for the three months ended March 31, 2013. We recorded impairment charges and fair value adjustments of (i) $9.5 million on two aircraft we sold or deemed more likely than not to be sold, but that did not meet the criteria required to be classified as Flight equipment held for sale; and (ii) $17.0 million on eight aircraft and one engine intended to be or designated for part-out.

Overhaul Rentals: Under the provisions of our leases, lessees are generally responsible for maintenance and repairs, including major maintenance (overhauls) over the term of the lease. Under the provisions of many of our leases, we receive overhaul rentals based on the usage of the aircraft. The usage may be calculated based on hourly usage or on the number of cycles operated. A cycle is defined as one take-off and landing. The usage is typically reported monthly by the lessee. For certain airframe and engine overhauls, we reimburse the lessee for costs incurred up to, but generally not exceeding, the overhaul

rentals that the lessee has paid to us. We recognize overhaul rentals received, net of estimated overhaul reimbursements, as revenue. We estimate expected overhaul reimbursements during the life of the lease. This requires significant judgment. We recognized net overhaul rental revenues of approximately $4.5 million for the three months ended March 31, 2013, as compared to $73.8 million for the same period 2012. The decrease in net overhaul rental revenue recognized primarily reflects an increase in overhaul rentals deferred due to higher future overhaul reimbursement expectations on certain aircraft in our fleet.

Additionally, in connection with a lease of a used aircraft, we generally agree to contribute to the first major maintenance event the lessee incurs during the lease. At the time we pay the agreed upon maintenance reimbursement, we record the reimbursement against deferred overhaul rentals to the extent we have received overhaul rentals from the lessee, or against deposits to the extent received from the prior lessee. We capitalize as lease incentives any amount of the actual maintenance reimbursement we pay in excess of overhaul rentals and payments received from prior lessees and amortize the lease incentives into Rental of flight equipment over the remaining life of the lease. We capitalized lease incentives of $9.3 million, which included such maintenance contributions, for the three months ended March 31, 2013. During the three months ended March 31, 2013, we amortized lease incentives into Rentals of flight equipment aggregating $17.0 million.

Flight Equipment: During the three months ended March 31, 2013, we had the following activity related to flight equipment:

Income before Income Taxes: Our income before income taxes decreased by approximately $87.4 million for the three months ended March 31, 2013, as compared to the same period in 2012, primarily due to a decrease in revenues and other income. See below for a detailed discussion of our results for the three months ended March 31, 2013, as compared to the same period in 2012.

Rental of Flight Equipment: Revenues from rentals of flight equipment decreased 9.7% to $1,013.9 million for the three months ended March 31, 2013, as compared to $1,122.2 million for the same period in 2012. The average number of aircraft we owned during the period ended March 31, 2013, decreased to 919 from 932 for the period ended March 31, 2012. Revenues from rentals of flight equipment recognized for the three months ended March 31, 2013, decreased as compared to the same period in 2012 primarily due to (i) a $69.2 million decrease in net overhaul rentals recognized; (ii) a $61.2 million decrease due to lower lease rates on aircraft in our fleet during both periods that were re-leased or had lease rates change between the two periods; (iii) a $14.8 million decrease related to aircraft in service during the three months ended March 31, 2012, and sold prior to March 31, 2013; and (iv) a $6.6 million decrease in lease revenue earned by AeroTurbine. These decreases in revenue were partly offset by (i) a $31.8 million increase from new aircraft added to our fleet after March 31, 2012, and from aircraft in our fleet as of March 31, 2012, that earned revenue for a greater number of days during the three months ended March 31, 2013, as compared to the same period in 2012; and (ii) a $11.7 million increase due to fewer aircraft in transition between lessees.

At March 31, 2013, six customers operating 13 aircraft were 60 days or more past due on minimum lease payments aggregating $1.5 million relating to some of those aircraft, $1.2 million of which related to two customers. Of this amount, we recognized the entire $1.5 million in rental income through March 31, 2013. In comparison, at March 31, 2012, 15 customers operating 42 aircraft were 60 days or more past due on minimum lease payments aggregating $25.9 million relating to some of those aircraft, $13.4 million of which related to one Indian customer which subsequently ceased operations. Of this amount, we recognized $20.7 million in rental income through March 31, 2012.

Flight Equipment Marketing and Gain on Aircraft Sales: Flight equipment marketing and gain on aircraft sales decreased by $3.8 million for the three months ended March 31, 2013, as compared to the same period in 2012, primarily due to a decrease in gains recorded on aircraft sold during the three months ended March 31, 2013, as compared to gains recorded on aircraft sold for the same period in 2012.

Other Income: Other income increased to $46.0 million for the three months ended March 31, 2013, compared to $23.3 million for the same period in 2012 due to (i) a $23.9 million increase in early termination fees; and (ii) other minor fluctuations aggregating an increase of $2.3 million. These increases were partially offset by a decrease of $3.5 million relating to deferred revenue recognized by AeroTurbine from a bankrupt lessee during the three months ended March 31, 2012.

Interest Expense: Interest expense decreased to $384.1 million for the three months ended March 31, 2013, compared to $390.8 million for the same period in 2012. Our average debt outstanding, net of deferred debt discount, decreased to $24.2 billion during the three months ended March 31, 2013, compared to $24.5 billion during the same period in 2012, and our weighted average effective cost of borrowing, which excludes the effect of amortization of deferred debt issue cost, decreased 0.11%.

Depreciation: Depreciation of flight equipment decreased to $464.1 million for the three months ended March 31, 2013, compared to $479.7 million for the same period in 2012, primarily due to aircraft disposals and the conversion of aircraft under operating leases to sales-type leases.

Aircraft Impairment Charges on Flight Equipment Held for Use: Aircraft impairment charges on flight equipment held for use increased to $19.7 million relating to two aircraft recorded for the three months ended March 31, 2013 as compared to $11.2 million relating to two aircraft recorded for the three months ended March 31, 2012 based on the results of the recoverability assessment. See Note G of Notes to Condensed, Consolidated Financial Statements.

Aircraft Impairment Charges and Fair Value Adjustments on Flight Equipment Sold or to be Disposed: During the three months ended March 31, 2013 and 2012, respectively, we recorded the following aircraft impairment charges and fair value adjustments on flight equipment sold or to be disposed:

	Three Months

	March 31, 2013					March 31, 2012
	Aircraft Impaired or Adjusted		Impairment Charges and Fair Value Adjustments			Aircraft Impaired or Adjusted		Impairment Charges and Fair Value Adjustments
	(Dollars in millions)
Loss
Impairment charges and fair value adjustments on aircraft likely to be sold or sold (including sales-type leases)		2	$	9.5			2	$	5.2
Impairment charges on aircraft intended to be or designated for part-out		8		17.0	^(a)		—		2.1	^(a)

Total Impairment charges and fair value adjustments on flight equipment sold or to be disposed		10	$	26.5	^(a)		2	$	7.3	^(a)

Aircraft impairment charges and fair value adjustments on flight equipment sold or to be disposed increased to $26.5 million for the three months ended March 31, 2013, compared to $7.3 million for the same period in 2012. During the three months ended March 31, 2013, we recorded impairment charges and fair value adjustments on 10 aircraft and one engine that were sold or to be disposed, compared to two aircraft and three engines for the same period in 2012. See Note H of Notes to Condensed, Consolidated Financial Statements.

Aircraft Costs: Aircraft costs decreased to $13.6 million for the three months ended March 31, 2013, compared to $18.8 million for the same period in 2012 primarily due to fewer repossessions of aircraft from failed customers.

Selling, General and Administrative Expenses: Selling, general and administrative expenses increased to $79.4 million for the three months ended March 31, 2013, compared to $65.9 million for the same period in 2012 due to (i) a $10.2 million increase in salaries and employee related expenses, as a result of the acceleration of long term incentive compensation expense in conjunction with our potential future separation from AIG and an increase in employee headcount; and (ii) a $5.7 million increase in professional and consulting fees primarily relating to the potential future separation from AIG and legal fees. These increases were partially offset by minor fluctuations aggregating a decrease of $2.4 million.

Other expenses: Other expenses for the three months ended March 31, 2013 and 2012, respectively, consisted of the following:

Provision for Income Taxes: Our effective tax rate for the three months ended March 31, 2013, decreased to 23.4% from 35.0% for the same period in 2012. Our effective tax rate continues to be impacted by minor permanent items and interest accrued on uncertain tax positions and IRS audit adjustments, which was discretely recorded for the three months ended March 31, 2013. Our reserve for uncertain tax positions increased by $15.2 million for the three months ended March 31, 2013, the benefits of which, if realized, would have a significant impact on our effective tax rate.

Other Comprehensive Income (Loss): Other comprehensive income increased to $2.5 million for the three months ended March 31, 2013, compared to a loss of $0.3 million for the same period in 2012, primarily due to changes in the market values on derivatives qualifying for and designated as cash flow hedges.

We generally fund our operations, which primarily consist of aircraft purchases, debt principal and interest payments and operating expenses, through a variety of sources. These sources include available cash balances, internally generated funds, including lease rental payments and proceeds from aircraft sales and part-outs, and debt issuance proceeds. In addition to these sources of funds, we have $2.3 billion available under our unsecured revolving credit facility. As part of our liquidity management strategy, we strive to maintain, and believe we currently have, sufficient liquidity to cover 18 to 24 months of debt maturities and operating expenses and 12 months of capital expenditures, and a ratio of adjusted net debt to adjusted shareholders' equity between 2.5-to-1.0 and 3.0-to-1.0. We are also focused on aligning our operating cash flows with the principal obligations due on our debt on an annual basis and, in furtherance of this objective, we have extended our debt maturities to a weighted average of 6.4 years as of March 31, 2013. We have also continued to diversify our funding sources to include both secured and unsecured financings from public debt markets, commercial banks and institutional loan markets, among others.

We generated cash flows from operations of approximately $0.5 billion for the three months ended March 31, 2013, and we raised approximately $1.24 billion of net proceeds from the issuance of unsecured notes. We used a portion of these proceeds to finance aircraft purchases and repay debt financings, and we intend to use the remaining proceeds for general corporate purposes. Subsequent to March 31, 2013 we refinanced our $900 million secured term loan at a lower interest rate and prepaid $150 million of the outstanding principal as part of the refinancing agreement.

We had approximately $3.3 billion in cash and cash equivalents available for use in our operations at March 31, 2013. We also had $392.0 million of cash restricted from use in our operations, but which we can use to satisfy certain obligations under our operating leases and to pay principal and interest on our 2004 ECA facility. At May 2, 2013, we had the full $2.3 billion available to us under our revolving credit facility and approximately $151.0 million of the $430.0 million was available under AeroTurbine's credit facility. We also have the ability to potentially increase the AeroTurbine credit facility by an additional $70 million either by adding new lenders or allowing existing lenders to increase their commitments if they choose to do so.

Our bank credit facilities and indentures limit our ability to incur secured indebtedness. The most restrictive covenant in our bank credit facilities permits us and our subsidiaries to incur secured indebtedness totaling up to 30% of our consolidated net tangible assets, as defined in the credit agreement, which limit currently totals approximately $10.8 billion. This limitation is subject to certain exceptions, including the ability to incur secured indebtedness to finance the purchase of aircraft. As of May 2, 2013, we were able to incur an additional $7.9 billion of secured indebtedness under this covenant. Our debt indentures also restrict us and our subsidiaries from incurring secured indebtedness in excess of 12.5% of our consolidated net tangible assets, as defined in the indentures. However, we may obtain secured financing without regard to the 12.5% consolidated net tangible asset limit under our indentures by doing so through subsidiaries that qualify as non-restricted under such indentures.

In addition to addressing our liquidity needs through debt financings, we may also pursue potential aircraft sales or, for some of our older aircraft that are out-of-production, part-outs. During the three months ended March 31, 2013, we sold two aircraft and one engine for approximately $8.3 million in aggregate gross proceeds in connection with our ongoing fleet management strategy. As of May 2, 2013, we had sold three additional aircraft and we anticipate sales of additional aircraft during the remainder of the year. In evaluating potential sales or part-outs of aircraft, we balance maximization of cash today with the long-term value of holding aircraft.

We believe the sources of liquidity mentioned above, together with our cash generated from operations, will be sufficient to operate our business and repay our debt maturities for at least the next twelve months.

We borrow funds on both a secured and unsecured basis from various sources, including public debt markets, commercial banks and institutional loan markets. During the three months ended March 31, 2013, we issued $750 million of 3.875% notes due 2018 and $500 million of 4.625% notes due 2021 under our shelf registration statement. Subsequent to March 31, 2013, we refinanced our $900 million secured term loan at a lower interest rate and simultaneously reduced the outstanding principal amount to $750 million.

	March 31, 2013			December 31, 2012

	(Dollars in thousands)
Secured
Senior secured bonds	$	3,900,000		$	3,900,000
ECA and Ex-Im financings		2,055,211			2,193,229
Secured bank debt^(a)		1,828,645			1,961,143
Institutional secured term loans		1,450,000			1,450,000
Less: Deferred debt discount		(14,143	)		(15,125	)

		9,219,713			9,489,247
Unsecured
Bonds and medium-term notes		13,949,454			13,890,747
Less: Deferred debt discount		(34,799	)		(37,207	)

		13,914,655			13,853,540

Total Senior Debt Financings		23,134,368			23,342,787
Subordinated Debt		1,000,000			1,000,000

	$	24,134,368		$	24,342,787

Selected interest rates and ratios which include the economic effect of derivative instruments:
Weighted average effective cost of borrowing^(b)		6.01	%		6.09	%
Percentage of total debt at fixed rates		79.73	%		79.16	%
Weighted average effective cost of borrowing on fixed rate debt^(b)		6.59	%		6.72	%

The following table presents information regarding the collateral pledged for our secured debt:

Our debt agreements contain various affirmative and restrictive covenants. We have recently amended the financial covenants in our $203 million term loan facility, our ECA financings and our revolving credit agreement. See Note J of Notes to Condensed, Consolidated Financial Statements for a description of each financing arrangement. As of March 31, 2013, we were in compliance with the covenants in our debt agreements.

We employ derivative products to manage our exposure to interest rate risks and foreign currency risks. We enter into derivative transactions only to economically 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, foreign currency swap agreements and interest rate cap agreements. At March 31, 2013, our derivative portfolio consisted of interest rate swaps. All of our interest rate swap agreements have been designated as and accounted for as cash flow hedges and we did not designate our interest rate cap agreements as hedges.

When interest rate and foreign currency swaps are effective as cash flow hedges, they offset the variability of expected future cash flows, both economically and for financial reporting purposes. We have historically used such instruments to effectively mitigate foreign currency and interest rate risks. The effect of our ability to apply hedge accounting for the swap agreements is that changes in their fair values are recorded in OCI instead of in earnings for each reporting period. As a result, reported net income will not be directly influenced by changes in interest rates and currency rates.

The counterparty to our interest rate swaps at March 31, 2013, is AIG Markets, Inc., a wholly owned subsidiary of AIG. The swap agreements are subject to a bilateral security agreement and a master netting agreement, which would allow the netting of derivative assets and liabilities in the case of default under any one contract. Failure of the counterparty to perform under the derivative contracts would not have a material impact on our results of operations and cash flows, as we are in a net liability position at March 31, 2013.

Because of our current long-term debt ratings, the 2004 ECA facility imposes the following restrictions: (i) we must segregate all security deposits, overhaul rentals and rental payments related to the aircraft financed under the 2004 ECA facility into separate accounts controlled by the security trustee (segregated rental payments are used to make scheduled principal and interest payments on the outstanding debt) and (ii) we must file individual mortgages on the aircraft funded under both the 1999 and 2004 ECA facilities in the local jurisdictions in which the respective aircraft are registered.

While a ratings downgrade does not result in a default under any of our debt agreements, it could adversely affect our ability to issue debt and obtain new financings, or renew existing financings, and it would increase the cost of such financings.

The following table summarizes our current ratings by Fitch, Moody's and S&P, the nationally recognized rating agencies:

These credit ratings are the current opinions of the rating agencies and our current BBB- rating by S&P takes into consideration our ownership by AIG. As such, they may be changed, suspended or withdrawn at any time by the rating agencies as a result of various circumstances including changes in, or unavailability of, information. We cannot predict what effect, if any, AIG's expected sale of our common stock to Jumbo Acquisition Limited will have on our credit ratings.

	Commitments Due by Fiscal Year

	Total		2013		2014		2015		2016		2017		Thereafter
	(Dollars in thousands)
Unsecured bonds and medium-term notes	$	13,949,454	$	2,229,932	$	1,039,502	$	2,010,020	$	1,000,000	$	2,000,000	$	5,670,000
Senior secured bonds		3,900,000		—		1,350,000		—		1,275,000		—		1,275,000
Secured bank loans^(a)		1,828,646		141,459		170,756		427,640		172,566		173,537		742,688
ECA and Ex-Im financings		2,055,211		309,067		448,029		359,960		282,492		226,188		429,475
Other secured financings		1,450,000		—		—		—		550,000		900,000		—
Subordinated debt		1,000,000		—		—		—		—		—		1,000,000
Estimated interest payments including the effect of derivative instruments^(b)		8,606,295		993,154		1,258,466		1,102,481		895,761		675,711		3,680,722
Operating leases^(c)		53,002		8,046		9,748		8,059		3,537		2,990		20,622
Pension obligations^(d)		10,187		1,652		1,669		1,730		1,799		1,738		1,599
Commitments under ILFC aircraft purchase agreements^(e)(f)		17,744,310		1,350,065		2,019,102		2,527,097		3,139,968		4,233,873		4,474,205
Commitments under AeroTurbine flight equipment purchase agreements		46,624		46,624		—		—		—		—		—
Total	$	50,643,729	$	5,079,999	$	6,297,272	$	6,436,987	$	7,321,123	$	8,214,037	$	17,294,311

^(a): Includes $269.9 million outstanding under AeroTurbine's revolving credit facility.
^(b): Estimated interest payments for floating rate debt included in this table are based on rates at March 31, 2013. Estimated interest payments include the estimated impact of our interest rate swap agreements. For floating rate debt that has been swapped into fixed rate debt, the estimated interest payments reflect the swapped fixed rate.
^(c): Minimum rentals have not been reduced by minimum sublease rentals of $3.1 million receivable in the future under non-cancellable subleases.
^(d): Our pension obligations are part of intercompany expenses, which AIG allocates to us on an annual basis. The amount is an estimate of such allocation. The column "2013" consists of total estimated allocations for 2013 and the column "Thereafter" consists of the 2018 estimated allocation. The amount allocated has not been material to date.
^(e): Includes sale-leaseback transactions in 2013 and 2014 and commitments to purchase nine new spare engines. Also includes six Boeing 787s, which Boeing has confirmed will deliver during 2013. In addition, we have been called upon to perform under four asset value guarantees and the aggregate purchase price of the four used aircraft is included in 2013.
^(f): Excludes amounts related to our purchase rights for 50 aircraft which we have not yet exercised.

From time to time, we participate with airlines, banks and other financial institutions in the financing of aircraft by providing asset value guarantees, put options or loan guarantees collateralized by aircraft. As a result, if we are called upon to fulfill our obligations, we have recourse to the value of the underlying

aircraft. The table below reflects our potential payments for these contingent obligations, without any offset for the projected value of the aircraft.

The table above does not include $740.9 million of unrecognized tax benefits, consisting primarily of FSC and ETI benefits, and any effect of our net tax liabilities, the timing of which is uncertain.

We have not established any unconsolidated entities for the purpose of facilitating off-balance sheet arrangements or for other contractually narrow or limited purposes. We have, however, from time to time established subsidiaries, entered into joint ventures or created other partnership arrangements or trusts with the limited purpose of leasing aircraft or facilitating borrowing arrangements. See Note M of Notes to Condensed, Consolidated Financial Statements for more information regarding our involvement with VIEs.

Market risk represents the risk of changes in value of a financial instrument, caused by fluctuations in interest rates and foreign exchange rates. Changes in these factors could cause fluctuations in our results of operations and cash flows. We are exposed to the market risks described below.

Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. Interest rate risk is highly sensitive to many factors, including the U.S. government's monetary and tax policies, global economic factors and other factors beyond our control. We are exposed to changes in the level of interest rates and to changes in the relationship or spread between interest rates. Our primary interest rate exposures relate to our floating rate debt obligations, which are based on interest rate indices such as LIBOR. Increases in the interest rate index would reduce our pre-tax income by increasing the cost of our debt, if we were not able to proportionally increase our lease rates.

We mitigate our floating interest rate risk by entering into interest rate swap contracts as appropriate. After taking our swap agreements into consideration, which in effect have fixed the interest rates of the hedged debt, our floating rate debt comprised approximately 20.3% of our total outstanding debt obligations, or approximately $4.9 billion in aggregate principal amount, at March 31, 2013.

The fair market value of our interest rate swaps is affected by changes in interest rates, the credit risk of us and our counterparties to the swaps, and the liquidity of those instruments. We determine the fair value of our derivative instruments using a discounted cash flow model, which incorporates an assessment of the risk of non-performance by our swap counterparties. The model uses various inputs including contractual terms, interest rate, credit spreads and volatility rates, as applicable. We record the effective part of the changes in fair value of derivative instruments designated as cash flow hedges in Other comprehensive income.

The following discussion about the potential effects of changes in interest rates on our outstanding debt obligations is based on a sensitivity analysis, which models the effects of hypothetical interest rate shifts on our results of operation and cash flows. This sensitivity analysis is constrained by several factors, including the necessity to conduct the analysis based on a single point in time and by the inability to include the extraordinarily complex market reactions that normally would arise from the market shifts. Although the following results of our sensitivity analysis for changes in interest rates may have some limited use as a benchmark, they should not be viewed as a forecast. This forward-looking disclosure also is selective in nature and addresses only the potential impact on our debt obligations. It does not include a variety of other potential impacts that a change in interest rates could have on our business.

Assuming we do not hedge our exposure to interest rate fluctuations related to our outstanding floating rate debt, a hypothetical 100 basis-point increase or decrease in our variable interest rates would have increased or decreased our interest expense, and accordingly our cash flows, by approximately $49 million on an annualized basis. The same hypothetical 100 basis-point increase or decrease in interest rates on our total outstanding debt obligations, including fixed and floating rate debt, would have increased or decreased our interest expense, and accordingly our cash flows, by approximately $242 million on an annualized basis.

Our functional currency is U.S. dollars. All of our aircraft purchase agreements are negotiated in U.S. dollars, we currently receive substantially all of our revenue in U.S. dollars and we pay substantially all of our expenses in U.S. dollars. We currently have a limited number of leases denominated in foreign currencies, maintain part of our cash in foreign currencies, and incur some of our expenses in foreign

currencies, primarily the Euro. A decrease in the U.S. dollar in relation to foreign currencies increases our expenses paid in foreign currencies and an increase in the U.S dollar in relation to foreign currencies decreases our lease revenue received from foreign currency denominated leases. Because we currently receive most of our revenues in U.S. dollars and pay most of our expenses in U.S. dollars, a change in foreign exchange rates would not have a material impact on our results of operations or cash flows. We do not have any restrictions or repatriation issues associated with our foreign cash accounts.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to our management, including the Chief Executive Officer and the Senior Vice President and Chief Financial Officer (collectively, the "Certifying Officers"), as appropriate, to allow timely decisions regarding required disclosure.

In conjunction with the close of each fiscal quarter, we conduct a review and evaluation, under the supervision and with the participation of our management, including the Certifying Officers, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2013, the end of the period covered by this report.

There have been no changes in our internal controls over financial reporting during the three months ended March 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Air Lease: On April 24, 2012, ILFC and AIG filed a lawsuit in the Los Angeles Superior Court against ILFC's former CEO, Steven Udvar Hazy, Mr. Hazy's current company, Air Lease Corporation (ALC), and a number of ILFC's former officers and employees who are currently employed by ALC. The lawsuit alleges that Mr. Hazy and the former officers and employees, while employed at ILFC, diverted corporate opportunities from ILFC, misappropriated ILFC's trade secrets and other proprietary information, and committed other breaches of their fiduciary duties, all at the behest of ALC. The complaint seeks monetary damages and injunctive relief for breaches of fiduciary duty, misappropriation of trade secrets, unfair competition, and various other violations of state law. The litigation is in its incipient stages.

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.


		3.1		Restated Articles of Incorporation of the Company (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008, and incorporated herein by reference).
		3.2		Amended and Restated By-laws of the Company (filed as an exhibit to Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference).
		4.1		Seventh Supplemental Indenture, dated as of March 11, 2013, to the Indenture, dated August 1, 2006, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (filed as an exhibit to Form 8-K filed on March 11, 2013 and incorporated herein by reference).
		4.2		Officers' Certificate, dated as of March 11, 2013, establishing the terms of the 3.875% senior notes due 2018 and the 4.625% senior notes due 2021 (filed as an exhibit to Form 8-K filed on March 11, 2013 and incorporated herein by reference).
		4.3		The Company agrees to furnish to the Commission upon request a copy of each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries.
		10.1		First Amendment to Three-Year Revolving Credit Agreement, dated as of April 1, 2013, among the Company, the banks party thereto and Citibank, N.A., as administrative agent (filed as an exhibit to Form 8-K filed on April 2, 2013 and incorporated herein by reference).
		10.2		First Amendment to Credit Agreement, dated as of April 5, 2013, among Flying Fortress Inc., as borrower, the Company, Flying Fortress Financing Inc., Flying Fortress US Leasing Inc. and Flying Fortress Ireland Leasing Limited, as the borrower parties, the Consenting Lenders named therein, the New Lenders named therein and Bank of America, N.A., as collateral agent and administrative agent (portions of this exhibit have been omitted pursuant to a request for confidential treatment).
		10.3		Deed of Amendment, dated as of May 8, 2013, relating to Aircraft Facility Agreement, among Bank of Scotland PLC, as security trustee and agent, the financial institutions listed therein, as lead managers, Whitney Leasing Limited, as borrower, Aircraft SPC-12 Inc., as borrower parent, and the Company, as guarantor and subordinated lender.
		12.		Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends.
		31.1		Certification of Chief Executive Officer.
		31.2		Certification of Senior Vice President and Chief Financial Officer.
		32.1		Certification under 18 U.S.C., Section 1350.

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.

Exhibit No.

	3.1		Restated Articles of Incorporation of the Company (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008, and incorporated herein by reference).
	3.2		Amended and Restated By-laws of the Company (filed as an exhibit to Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference).
	4.1		Seventh Supplemental Indenture, dated as of March 11, 2013, to the Indenture, dated August 1, 2006, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (filed as an exhibit to Form 8-K filed on March 11, 2013 and incorporated herein by reference).
	4.2		Officers' Certificate, dated as of March 11, 2013, establishing the terms of the 3.875% senior notes due 2018 and the 4.625% senior notes due 2021 (filed as an exhibit to Form 8-K filed on March 11, 2013 and incorporated herein by reference).
	4.3		The Company agrees to furnish to the Commission upon request a copy of each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries.
	10.1		First Amendment to Three-Year Revolving Credit Agreement, dated as of April 1, 2013, among the Company, the banks party thereto and Citibank, N.A., as administrative agent (filed as an exhibit to Form 8-K filed on April 2, 2013 and incorporated herein by reference).
	10.2		First Amendment to Credit Agreement, dated as of April 5, 2013, among Flying Fortress Inc., as borrower, the Company, Flying Fortress Financing Inc., Flying Fortress US Leasing Inc. and Flying Fortress Ireland Leasing Limited, as the borrower parties, the Consenting Lenders named therein, the New Lenders named therein and Bank of America, N.A., as collateral agent and administrative agent (portions of this exhibit have been omitted pursuant to a request for confidential treatment).
	10.3		Deed of Amendment, dated as of May 8, 2013, relating to Aircraft Facility Agreement, among Bank of Scotland PLC, as security trustee and agent, the financial institutions listed therein, as lead managers, Whitney Leasing Limited, as borrower, Aircraft SPC-12 Inc., as borrower parent, and the Company, as guarantor and subordinated lender.
	12.		Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends.
	31.1		Certification of Chief Executive Officer.
	31.2		Certification of Senior Vice President and Chief Financial Officer.
	32.1		Certification under 18 U.S.C., Section 1350.
	101.		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed, Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012; (ii) the Condensed, Consolidated Statements of Income for the three months ended March 31, 2013 and 2012; (iii) the Condensed, Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012; (iv) the Condensed, Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012; and (v) the Notes to the Condensed, Consolidated Financial Statements.


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to


California (State or other jurisdiction of incorporation or organization)		22-3059110 (I.R.S. Employer Identification No.)
10250 Constellation Blvd., Suite 3400 Los Angeles, California (Address of principal executive offices)		90067 (Zip Code)


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

		Page

Table of Definitions		3
Part I. Financial Information		4
Item 1. Financial Statements (Unaudited)		4
Condensed, Consolidated Balance Sheets March 31, 2013 and December 31, 2012		4
Condensed, Consolidated Statements of Income Three Months Ended March 31, 2013 and 2012		5
Condensed, Consolidated Statements of Comprehensive Income Three Months Ended March 31, 2013 and 2012		6
Condensed, Consolidated Statements of Cash Flows Three Months Ended March 31, 2013 and 2012		7
Notes to Condensed, Consolidated Financial Statements		9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		34
Item 3. Quantitative and Qualitative Disclosures about Market Risk		51
Item 4. Controls and Procedures		52
Part II. Other Information		53
Item 1. Legal Proceedings		53
Item 1A. Risk Factors		53
Item 4. Mine Safety Disclosures		54
Item 6. Exhibits		54
Signatures		56

	March 31, 2013			March 31, 2012

Cash paid during the period for:
Interest, excluding interest capitalized of $5,375 (2013) and $3,390 (2012)	$	438,439		$	453,296
Income taxes, net		385	^(a)		1,680	^(a)

	(Dollars in thousands)

Balance at December 31, 2011	$	41,396
Provision		(9,727	)
Write-offs		(31,669	)

Balance at December 31, 2012	$	—

	As of March 31, 2013

	Debt Outstanding		Net Book Value of Collateral			Number of Aircraft
	(Dollars in thousands)
Senior secured bonds	$	3,900,000	$	6,399,839			174
ECA and Ex-Im Financings		2,055,211		5,605,452			121
Secured bank debt		1,828,645		2,683,979	^(a)		61	^(a)
Institutional secured term loans		1,450,000		2,623,517	^(b)		89	^(b)

Total	$	9,233,856	$	17,312,787			445

	March 31, 2013		December 31, 2012

	(Dollars in thousands)
Security deposits paid by lessees	$	1,145,008	$	1,115,213
Deferred overhaul rentals		811,482		754,175
Rents received in advance and Straight-line rents		454,699		453,837
Other customer deposits		203,490		201,756

Total	$	2,614,679	$	2,524,981

	Fair Value at March 31, 2013		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

	(Dollars in millions)
Flight Equipment^(a)	$	55.6	Income Approach	Discount Rate	8.0%-14.5% (11.0%)

				Remaining Holding Period	0-8 years (2.7 years)
				Present Value of Non-Contractual Cash Flows as a Percentage of Fair Value	0-100% (52%)

	Three Months Ended March 31,

Gain (Loss)	2013			2012
	(Dollars in thousands)
Effective portion of change in fair market value of derivatives:
Interest rate swap agreements^(a)(b)	$	3,239		$	(843	)
Amortization of balances of de-designated hedges and other adjustments		282			282
Income tax effect		(1,243	)		302

Net changes cash flow hedges, net of taxes	$	2,278		$	(259	)



Flight equipment at December 31, 2012	919
Aircraft reclassified to Net investment in finance and sales-type leases	(1	)
Aircraft purchases	3
Aircraft designated for part-out	(2	)

Flight equipment at March 31, 2013^(a)	919

Rating Agency	Long-term Debt	Corporate Rating	Outlook	Date of Last Ratings Action

Fitch	BB	BB	Stable	November 4, 2011
Moody's	Ba3	Ba3	Positive	December 10, 2012
S&P	BBB-	BBB-	Negative	December 7, 2012


INTERNATIONAL LEASE FINANCE CORPORATION
May 9, 2013		/s/ HENRI COURPRON HENRI COURPRON Chief Executive Officer (Principal Executive Officer)
May 9, 2013		/s/ ELIAS HABAYEB ELIAS HABAYEB Senior Vice President and Chief Financial Officer (Principal Financial Officer)
May 9, 2013		/s/ JAMES J. MCKINNEY JAMES J. MCKINNEY Vice President and Controller (Principal Accounting Officer)