##### Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended June 30, 2010

or



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

For the transition period from
 to

Commission file number 0-10795

BOEING CAPITAL CORPORATION



(Exact name of
registrant as specified in its charter)





|                                                               |  |  |  |                                     
|-------------------------------------------------------------- |  |  |  | ------------------------------------
|Delaware                                                       |  |  |  | 95-2564584                          
|(State or other jurisdiction of
incorporation or organization) |  |  |  | (I.R.S. Employer Identification No.)



|                                                   |  |           
|-------------------------------------------------- |  | ----------
|500 Naches Ave. SW, 3rd Floor  Renton, Washington |  | 98057     
|(Address of principal executive offices)           |  | (Zip Code)

(425) 965-4000



(Registrants telephone number, including area code)





(Former name, former address and former fiscal year, if changed since last report)

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.                                        
                                         
                                         
                   
    x  Yes    
 ̈  No

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    
 ̈  No

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 the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



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

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

Common stock shares outstanding at July 28, 2010: 50,000 shares, all of which were owned by The Boeing
Company.

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.



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Table of Contents



|                                          |  |                            |  |                                                                                   |  |     
|----------------------------------------- |  | -------------------------- |  | --------------------------------------------------------------------------------- |  | ----
|                                          |  |                            |  |                                                                                   |  | Page
|Part I. Financial Information (Unaudited) |  |                           
|                                          |  | Item 1.                    |  | Financial Statements                                                              |  | 1   
|                                          |  |                            |  | Condensed Consolidated Balance Sheets                                             |  | 1   
|                                          |  |                            |  | Condensed Consolidated Statements of Operations                                   |  | 2   
|                                          |  |                            |  | Condensed Consolidated Statements of Shareholders Equity andComprehensive Income |  | 3   
|                                          |  |                            |  | Condensed Consolidated Statements of Cash Flows                                   |  | 4   
|                                          |  |                            |  | Notes to Condensed Consolidated Financial Statements                              |  | 5   
|                                          |  |                            |  | Review Report of Independent Registered Public Accounting Firm                    |  | 13  
|                                          |  | Forward-Looking Statements |  | 14                                                                               
|                                          |  | Item 2.                    |  | Managements Narrative Analysis of the Results of Operations                      |  | 15  
|                                          |  | Item 4.                    |  | Controls and Procedures                                                           |  | 18  
|                                          | 
|Part II. Other Information                |  |                           
|                                          |  | Item 1.                    |  | Legal Proceedings                                                                 |  | 19  
|                                          |  | Item 1A.                   |  | Risk Factors                                                                      |  | 19  
|                                          |  | Item 6.                    |  | Exhibits                                                                          |  | 19  
|                                          |  | Signatures                 |  |                                                                                   |  | 20  



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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)



|                                                                                                |  |              |       |   |                  |   |       |  
|----------------------------------------------------------------------------------------------- |  | ------------ | ----- | - | ---------------- | - | ----- | -
|(Dollars in millions, except par value)                                                         |  | June 30,2010 |       |   | December 31,2009 |  
|ASSETS                                                                                          |  |              |       |   |                  |   |       |  
|Cash and cash equivalents                                                                       |  | $            | 758   |   |                  | $ | 596   |  
|Short-term investments                                                                          |  |              | 700   |   |                  |   | 500   |  
|Receivables:                                                                                    |  |              |       |   |                  |   |       |  
|Finance leases                                                                                  |  |              | 1,979 |   |                  |   | 2,024 |  
|Notes and other                                                                                 |  |              | 659   |   |                  |   | 865   |  
|                                                                                                |  |              | 2,638 |   |                  |   | 2,889 |  
|Allowance for losses on receivables                                                             |  |              | (73   | ) |                  |   | (71   | )
|                                                                                                |  |              | 2,565 |   |                  |   | 2,818 |  
|Equipment under operating leases, net                                                           |  |              | 2,405 |   |                  |   | 2,368 |  
|Investments                                                                                     |  |              | 23    |   |                  |   | 24    |  
|Assets held for sale or re-lease, net                                                           |  |              | 224   |   |                  |   | 385   |  
|Other assets                                                                                    |  |              | 103   |   |                  |   | 83    |  
|                                                                                                |  | $            | 6,778 |   |                  | $ | 6,774 |  
|                                                                                                | 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                            |  |              |       |   |                  |   |       |  
|Liabilities:                                                                                    |  |              |       |   |                  |   |       |  
|Accounts payable and accrued expenses                                                           |  | $            | 85    |   |                  | $ | 83    |  
|Other liabilities                                                                               |  |              | 350   |   |                  |   | 380   |  
|Accounts with Boeing                                                                            |  |              | 112   |   |                  |   | 85    |  
|Deferred income taxes                                                                           |  |              | 1,428 |   |                  |   | 1,452 |  
|Debt                                                                                            |  |              | 4,042 |   |                  |   | 4,075 |  
|                                                                                                |  |              | 6,017 |   |                  |   | 6,075 |  
|Shareholders equity:                                                                           |  |              |       |   |                  |   |       |  
|Common shares  $100 par value; authorized 100,000 shares; issued and outstanding 50,000 shares |  |              | 5     |   |                  |   | 5     |  
|Additional paid-in capital                                                                      |  |              | 697   |   |                  |   | 696   |  
|Accumulated other comprehensive income (loss), net of tax                                       |  |              | (3    | ) |                  |   | (2    | )
|Retained earnings                                                                               |  |              | 62    |   |                  |   |      |  
|                                                                                                |  |              | 761   |   |                  |   | 699   |  
|                                                                                                |  | $            | 6,778 |   |                  | $ | 6,774 |  
|                                                                                                | 

See Notes to Condensed Consolidated Financial Statements.



1



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##### Table of Contents

Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                                   |  |                            |     |   |                          |   |     |      |  |   |      |   |  |   |     |  
|------------------------------------------------------------------ |  | -------------------------- | --- | - | ------------------------ | - | --- | ---- |  | - | ---- | - |  | - | --- | -
|                                                                   |  | Three Months EndedJune 30, |     |   | Six Months EndedJune 30, |  
|(Dollars in millions)                                              |  | 2010                       |     |   | 2009                     |   |     | 2010 |  |   | 2009 |  
|REVENUE                                                            |  |                            |     |   |                          |   |     |      |  |   |      |   |  |   |     |  
|Finance lease income                                               |  | $                          | 36  |   |                          | $ | 38  |      |  | $ | 73   |   |  | $ | 77  |  
|Interest income on notes receivable                                |  |                            | 17  |   |                          |   | 19  |      |  |   | 34   |   |  |   | 34  |  
|Operating lease income                                             |  |                            | 98  |   |                          |   | 99  |      |  |   | 195  |   |  |   | 201 |  
|Net gain (loss) on disposal                                        |  |                            |    |   |                          |   | (1  | )    |  |   | 6    |   |  |   |    |  
|Other income                                                       |  |                            | 11  |   |                          |   | 12  |      |  |   | 16   |   |  |   | 18  |  
|                                                                   |  |                            | 162 |   |                          |   | 167 |      |  |   | 324  |   |  |   | 330 |  
|EXPENSES                                                           |  |                            |     |   |                          |   |     |      |  |   |      |   |  |   |     |  
|Interest expense                                                   |  |                            | 41  |   |                          |   | 43  |      |  |   | 82   |   |  |   | 90  |  
|Depreciation expense                                               |  |                            | 50  |   |                          |   | 52  |      |  |   | 101  |   |  |   | 104 |  
|Provision for (recovery of) losses                                 |  |                            | (1  | ) |                          |   | 9   |      |  |   | 2    |   |  |   | 14  |  
|Operating expenses                                                 |  |                            | 11  |   |                          |   | 13  |      |  |   | 23   |   |  |   | 24  |  
|Asset impairment expense                                           |  |                            | 3   |   |                          |   | 10  |      |  |   | 10   |   |  |   | 17  |  
|Other expense                                                      |  |                            | 3   |   |                          |   | 4   |      |  |   | 5    |   |  |   | 8   |  
|                                                                   |  |                            | 107 |   |                          |   | 131 |      |  |   | 223  |   |  |   | 257 |  
|Income from continuing operations before provision for income tax  |  |                            | 55  |   |                          |   | 36  |      |  |   | 101  |   |  |   | 73  |  
|Provision for income tax                                           |  |                            | 20  |   |                          |   | 13  |      |  |   | 37   |   |  |   | 27  |  
|Income from continuing operations                                  |  |                            | 35  |   |                          |   | 23  |      |  |   | 64   |   |  |   | 46  |  
|Net gain (loss) on disposal of discontinued operations, net of tax |  |                            | (2  | ) |                          |   | 1   |      |  |   | (2   | ) |  |   | (4  | )
|Net income                                                         |  | $                          | 33  |   |                          | $ | 24  |      |  | $ | 62   |   |  | $ | 42  |  
|                                                                   | 

See Notes to Condensed Consolidated Financial Statements.



2



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Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Shareholders Equity and Comprehensive Income

(Unaudited)



|                                                       |  |       |     |   |              |   |                          |  |   |                                            |   |  |                  |    |   |                     |   |     |   |  |   |    |  
|------------------------------------------------------ |  | ----- | --- | - | ------------ | - | ------------------------ |  | - | ------------------------------------------ | - |  | ---------------- | -- | - | ------------------- | - | --- | - |  | - | -- | -
|(Dollars in millions)                                  |  | Total |     |   | CommonShares |   | AdditionalPaid-InCapital |  |   | AccumulatedOtherComprehensiveIncome (Loss) |   |  | RetainedEarnings |    |   | ComprehensiveIncome |  
|Balance at January 1, 2009                             |  | $     | 732 |   |              | $ | 5                        |  | $ | 730                                        |   |  | $                | (3 | ) |                     | $ |    |   |  |   |    |  
|Non-cash capital contributions from Boeing             |  |       | 1   |   |              |   |                         |  |   | 1                                          |   |  |                  |   |   |                     |   |    |   |  |   |    |  
|Cash dividends to Boeing (including return of capital) |  |       | (45 | ) |              |   |                         |  |   | (17                                        | ) |  |                  |   |   |                     |   | (28 | ) |  |   |    |  
|Net income                                             |  |       | 42  |   |              |   |                         |  |   |                                           |   |  |                  |   |   |                     |   | 42  |   |  | $ | 42 |  
|Unrealized gain on investments, net of tax             |  |       | 1   |   |              |   |                         |  |   |                                           |   |  |                  | 1  |   |                     |   |    |   |  |   | 1  |  
|Balance at June 30, 2009                               |  | $     | 731 |   |              | $ | 5                        |  | $ | 714                                        |   |  | $                | (2 | ) |                     | $ | 14  |   |  | $ | 43 |  
|                                                       | 
|Balance at January 1, 2010                             |  | $     | 699 |   |              | $ | 5                        |  | $ | 696                                        |   |  | $                | (2 | ) |                     | $ |    |   |  |   |    |  
|Non-cash capital contributions from Boeing             |  |       | 1   |   |              |   |                         |  |   | 1                                          |   |  |                  |   |   |                     |   |    |   |  |   |    |  
|Net income                                             |  |       | 62  |   |              |   |                         |  |   |                                           |   |  |                  |   |   |                     |   | 62  |   |  | $ | 62 |  
|Unrealized loss on investments, net of tax             |  |       | (1  | ) |              |   |                         |  |   |                                           |   |  |                  | (1 | ) |                     |   |    |   |  |   | (1 | )
|Balance at June 30, 2010                               |  | $     | 761 |   |              | $ | 5                        |  | $ | 697                                        |   |  | $                | (3 | ) |                     | $ | 62  |   |  | $ | 61 |  
|                                                       | 

See Notes to Condensed Consolidated Financial Statements.



3



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Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                  |  |                           |      |   |      |   |      |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ---- | - | ---- | - | ---- | -
|                                                                                  |  | Six Months Ended June 30, |     
|(Dollars in millions)                                                             |  | 2010                      |      |   | 2009 |  
|OPERATING ACTIVITIES                                                              |  |                           |      |   |      |   |      |  
|Net income                                                                        |  | $                         | 62   |   |      | $ | 42   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |      |   |      |   |      |  
|Non-cash items:                                                                   |  |                           |      |   |      |   |      |  
|Depreciation and amortization expense                                             |  |                           | 97   |   |      |   | 99   |  
|Net gain on disposal of assets                                                    |  |                           | (6   | ) |      |   |     |  
|Provision for losses                                                              |  |                           | 2    |   |      |   | 14   |  
|Net gain on investments and derivative instruments                                |  |                           |     |   |      |   | (7   | )
|Asset impairment expense and other charges                                        |  |                           | 16   |   |      |   | 17   |  
|Share-based plans expense                                                         |  |                           | 1    |   |      |   | 1    |  
|Adjustments related to discontinued operations, net of tax                        |  |                           | 2    |   |      |   | 4    |  
|Change in deferred income taxes                                                   |  |                           | (24  | ) |      |   | (22  | )
|Change in assets and liabilities:                                                 |  |                           |      |   |      |   |      |  
|Other assets                                                                      |  |                           | (7   | ) |      |   | (10  | )
|Accrued interest and rents                                                        |  |                           | 3    |   |      |   | 2    |  
|Accounts payable and accrued expenses                                             |  |                           | 2    |   |      |   | 7    |  
|Other liabilities                                                                 |  |                           | (15  | ) |      |   | (52  | )
|Accounts with Boeing                                                              |  |                           | 28   |   |      |   | 120  |  
|Net cash provided by operating activities                                         |  |                           | 161  |   |      |   | 215  |  
|INVESTING ACTIVITIES                                                              |  |                           |      |   |      |   |      |  
|Purchase of short-term investments                                                |  |                           | (300 | ) |      |   |     |  
|Proceeds from maturities of short-term investments                                |  |                           | 100  |   |      |   |     |  
|Proceeds from available-for-sale investments                                      |  |                           | 1    |   |      |   | 1    |  
|Payment for capitalizable costs in process                                        |  |                           | (23  | ) |      |   | (45  | )
|Proceeds from disposition of equipment and receivables                            |  |                           | 7    |   |      |   | 130  |  
|Payments of leases, notes and other receivables                                   |  |                           | 280  |   |      |   | 87   |  
|Origination of leases, notes and other receivables                                |  |                           |     |   |      |   | (545 | )
|Net cash provided by (used in) investing activities                               |  |                           | 65   |   |      |   | (372 | )
|FINANCING ACTIVITIES                                                              |  |                           |      |   |      |   |      |  
|Proceeds from intercompany borrowing                                              |  |                           |     |   |      |   | 200  |  
|Repayment of debt                                                                 |  |                           | (64  | ) |      |   | (203 | )
|Payment of cash dividends (including return of capital)                           |  |                           |     |   |      |   | (45  | )
|Net cash used in financing activities                                             |  |                           | (64  | ) |      |   | (48  | )
|Net increase (decrease) in cash and cash equivalents                              |  |                           | 162  |   |      |   | (205 | )
|Cash and cash equivalents at beginning of year                                    |  |                           | 596  |   |      |   | 305  |  
|Cash and cash equivalents at end of period                                        |  | $                         | 758  |   |      | $ | 100  |  
|                                                                                  | 
|NON-CASH INVESTING AND FINANCING ACTIVITIES                                       |  |                           |      |   |      |   |      |  
|Net transfer to (from) assets held for sale or re-lease                           |  | $                         | (144 | ) |      | $ | 23   |  
|                                                                                  | 
|Net transfer to notes receivable                                                  |  | $                         | 24   |   |      | $ |     |  
|                                                                                  | 
|Net transfer to equipment under operating leases                                  |  | $                         | 142  |   |      | $ | 19   |  
|                                                                                  | 
|Transfer to (from) finance leases                                                 |  | $                         | 6    |   |      | $ | (4   | )
|                                                                                  | 
|Transfer from other assets                                                        |  | $                         | (28  | ) |      | $ | (38  | )
|                                                                                  | 
|(Increase)/decrease in debt due to fair value hedge derivatives                   |  | $                         | (36  | ) |      | $ | 8    |  
|                                                                                  | 

See Notes to Condensed Consolidated Financial Statements.



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##### Table of Contents

Boeing Capital Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Dollars in
millions)

Note 1 Basis of Presentation

Boeing Capital Corporation (together with its subsidiaries, referred to as us, we, our or the
Company) is a wholly owned subsidiary of The Boeing Company (Boeing). We prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United
States of America for complete financial statements. In our opinion all normal recurring adjustments necessary for a fair presentation are reflected in the condensed consolidated financial statements. Operating results for the period ended
June 30, 2010 are not necessarily indicative of the results for the full year. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our
2009 Annual Report on Form 10-K.

Note 2 Transactions with Boeing

As a wholly owned subsidiary of Boeing, our mission is to arrange for the financing of products manufactured by Boeing. When third party financing
is not available, we may provide such financing directly.

We have a number of general contractual arrangements with Boeing to
facilitate our operations including, among others, a support agreement, tax sharing agreement and an agreement allowing us to borrow under Boeings committed revolving lines of credit. We also have an intercompany borrowing and lending
arrangement with Boeing.

In addition, we may require other forms of support from Boeing with respect to certain financing transactions
we undertake. This support may take the form of intercompany guarantees, subsidies, remarketing agreements or other support arrangements.

We have an intercompany borrowing and lending arrangement with Boeing. No amounts were outstanding under this arrangement at June 30, 2010.

There can be no assurances that these intercompany agreements and arrangements will not be terminated or modified by us or Boeing.
However, our and Boeings ability to terminate or modify the support agreement is subject to certain conditions. See Item 8. Financial Statements and Supplementary Data, Note 2 of our 2009 Annual Report on Form 10-K.

At June 30, 2010, we were the beneficiary under $1,911 of guarantees from Boeing which mitigates our risk with respect to portfolio assets
totaling $2,532.

Intercompany guarantee amounts by type are summarized as follows:



|                                        |  |                  |       |                   |   |                  |  |                |       |  |   |      
|--------------------------------------- |  | ---------------- | ----- | ----------------- | - | ---------------- |  | -------------- | ----- |  | - | -----
|                                        |  | June 30, 2010    |       | December 31, 2009
|                                        |  | Guarantee
Amount |       | Carrying
Value    |   | Guarantee
Amount |  | Carrying
Value
|717 (out of production)                 |  | $                | 1,624 |                   | $ | 2,165            |  | $              | 1,637 |  | $ | 2,179
|Out of production single-aisle aircraft |  |                  | 160   |                   |   | 160              |  |                | 167   |  |   | 167  
|Out of production twin-aisle aircraft   |  |                  | 77    |                   |   | 109              |  |                | 78    |  |   | 113  
|Other, including other Boeing aircraft  |  |                  | 50    |                   |   | 98               |  |                | 47    |  |   | 91   
|                                        |  | $                | 1,911 |                   | $ | 2,532            |  | $              | 1,929 |  | $ | 2,550
|                                       

At June 30, 2010 and December 31, 2009,
Accounts with Boeing included deferred revenue of $63 and $69 associated with guarantee and subsidy settlements and terminations.



5



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##### Table of Contents

We recorded the following activity under the intercompany guarantee and subsidy agreements for the
six months ended June 30:



|                                                                      |  |      |    |   |      |   |     |  
|--------------------------------------------------------------------- |  | ---- | -- | - | ---- | - | --- | -
|                                                                      |  | 2010 |    |   | 2009 |  
|Applied to income                                                     |  | $    | 34 |   |      | $ | 36  |  
|Net change in deferred revenue                                        |  |      | (6 | ) |      |   | (11 | )
|Net cash received under intercompany guarantee and subsidy agreements |  | $    | 28 |   |      | $ | 25  |  
|                                                                      | 

For the six months ended June 30, 2010 and 2009, we recorded operating lease income from Boeing, exclusive of
guarantees and subsidies, of $5 and $10.

For the six months ended June 30, 2010 and 2009, we recorded new business volume of $20
and $481 related to Boeing aircraft, equipment or services we purchased or financed.

Note 3 Allowance for Losses on Receivables

The following table reconciles the activity in the allowance for losses on receivables for the six months ended
June 30:



|                                                           |  |      |     |   |      |   |     |  
|---------------------------------------------------------- |  | ---- | --- | - | ---- | - | --- | -
|                                                           |  | 2010 |     |   | 2009 |  
|Allowance for losses on receivables at beginning of period |  | $    | 71  |   |      | $ | 59  |  
|Provision for losses                                       |  |      | 2   |   |      |   | 14  |  
|Write-offs                                                 |  |      |    |   |      |   | (12 | )
|Recovery of write-offs                                     |  |      |    |   |      |   | 1   |  
|Allowance for losses on receivables at end of period       |  | $    | 73  |   |      | $ | 62  |  
|                                                           | 
|Allowance as a percentage of total receivables             |  |      | 2.8 | % |      |   | 1.9 | %

The carrying value of impaired receivables
consisted of the following:



|                                                        |  |              |     |                  |   |    
|------------------------------------------------------- |  | ------------ | --- | ---------------- | - | ---
|                                                        |  | June 30,2010 |     | December 31,2009
|Impaired receivables with specific impairment allowance |  | $            |    |                  | $ |   
|Impaired receivables with no specific allowance         |  |              | 137 |                  |   | 145
|Carrying value of impaired receivables                  |  | $            | 137 |                  | $ | 145
|                                                       

Non-Performing Assets

Non-performing assets (assets not earning income on an accrual basis) consisted of the following:



|                                                           |  |              |     |   |                  |   |     |  
|---------------------------------------------------------- |  | ------------ | --- | - | ---------------- | - | --- | -
|                                                           |  | June 30,2010 |     |   | December 31,2009 |  
|Assets placed on non-accrual status:                       |  |              |     |   |                  |   |     |  
|Receivables                                                |  | $            | 1   |   |                  | $ |    |  
|Equipment under operating leases,
net(1)                   |  |              | 73  |   |                  |   | 86  |  
|                                                           |  |              | 74  |   |                  |   | 86  |  
|Assets held for sale or re-lease,
net(1) (2)               |  |              | 101 |   |                  |   | 114 |  
|                                                           |  | $            | 175 |   |                  | $ | 200 |  
|                                                           | 
|Percent of non-performing receivables to total receivables |  |              |    | % |                  |   |    | %
|Percent of total non-performing assets to total portfolio  |  |              | 3.3 | % |                  |   | 3.5 | %



|(1) |  | At June 30, 2010 and December 31, 2009, equipment under operating leases of $434 and $295 and assets held for sale or re-lease of $123 and $271 are
not included in non-performing assets due to intercompany guarantees provided by Boeing.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | At June 30, 2010 and December 31, 2009, non-performing assets held for sale or re-lease of $61 and $74 had either a purchase or lease commitment.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------



6



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##### Table of Contents

Note 4 Investments

Our investments in available-for-sale debt and marketable equity securities consisted of the following:



|                                |  |               |    |                     |   |                     |  |   |           |   |  |   |   
|------------------------------- |  | ------------- | -- | ------------------- | - | ------------------- |  | - | --------- | - |  | - | --
|June 30, 2010                   |  | AmortizedCost |    | GrossUnrealizedGain |   | GrossUnrealizedLoss |  |   | FairValue
|Available-for-sale investments: |  |               |    |                     |   |                     |  |   |           |   |  |   |   
|Marketable equity
securities    |  | $             | 20 |                     | $ | 1                   |  | $ | (5        | ) |  | $ | 16
|EETC                            |  |               | 5  |                     |   |                    |  |   |          |   |  |   | 5 
|Total                           |  | $             | 25 |                     | $ | 1                   |  | $ | (5        | ) |  | $ | 21
|                               
|                                |  |               |    |                    
|December 31, 2009               |  |               |    |                     |   |                     |  |   |          
|Available-for-sale investments: |  |               |    |                     |   |                     |  |   |           |   |  |   |   
|Marketable equity
securities    |  | $             | 20 |                     | $ | 1                   |  | $ | (4        | ) |  | $ | 17
|EETC(1)                         |  |               | 6  |                     |   |                    |  |   | (1        | ) |  |   | 5 
|Total                           |  | $             | 26 |                     | $ | 1                   |  | $ | (5        | ) |  | $ | 22
|                               



|(1) |  | At December 31, 2009, the Enhanced Equipment Trust Certificate (EETC) had been in a continuous unrealized loss position for more than 12 months.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

We believe that the unrealized loss related to our equity securities is not other-than-temporary. These equity
securities represent investments in the airline industry. The unrealized loss on these securities is due to a decrease in share price. We do not have a foreseeable need to liquidate these securities and anticipate recovering the full cost of these
securities as market conditions improve.

The contractual maturities of available-for-sale debt securities at June 30, 2010, were
as follows:



|                           |  |      |   |           |   |  
|-------------------------- |  | ---- | - | --------- | - | -
|                           |  | Cost |   | FairValue
|Due in one year or less    |  | $    | 1 |           | $ | 1
|Due from one to five years |  |      | 3 |           |   | 3
|Due from five to ten years |  |      | 1 |           |   | 1
|Total                      |  | $    | 5 |           | $ | 5
|                          

Note 5 Debt

The carrying value of debt, including the net effect of interest rate swap revaluation adjustments and unamortized deferred debt costs, consisted of
the following:



|                                                            |  |              |       |                  |   |      
|----------------------------------------------------------- |  | ------------ | ----- | ---------------- | - | -----
|(Interest rates are the contractual rates at June 30, 2010) |  | June 30,2010 |       | December 31,2009
|3.25% - 7.58% fixed rate notes due through 2019             |  | $            | 3,902 |                  | $ | 3,927
|1.77% floating rate note due in 2023                        |  |              | 25    |                  |   | 25   
|1.45% - 5.79% non-recourse notes due through 2013           |  |              | 58    |                  |   | 61   
|1.14% capital lease obligation due through 2015             |  |              | 57    |                  |   | 62   
|                                                            |  | $            | 4,042 |                  | $ | 4,075
|                                                           

At both June 30, 2010, and December 31, 2009,
we had interest rate swaps which effectively convert debt of $1,475 from fixed rates to floating rates.

The most restrictive covenants
in our debt agreements require us to (a) limit the payment of cash dividends to the extent that our consolidated assets would be less than 115% of our consolidated liabilities (excluding deferred taxes) after dividend payments and
(b) restrict the amount of liens on our property to secure indebtedness to 15% or less of consolidated assets, other than liens specifically excluded. At June 30, 2010, we were in compliance with these covenants.



7



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##### Table of Contents

Note 6 Derivative Financial Instruments

We primarily use derivative instruments to manage exposures to interest rate risk. We enter into interest rate swap contracts to hedge interest rate
risk associated with our debt obligations. These interest rate swap contracts are designated as cash flow hedges or fair value hedges. Our contracts entered into as of June 30, 2010 do not require collateral or other security from either party
to the contract.

The fair values of derivative instruments included in the Consolidated Balance Sheets were as follows:



|                                                                    |  |              |    |                   |   |     |  
|------------------------------------------------------------------- |  | ------------ | -- | ----------------- | - | --- | -
|June 30, 2010                                                       |  | Other Assets |    | Other Liabilities |  
|Derivatives designated as hedging instruments - Interest rate swaps |  | $            | 50 |                   | $ |    |  
|                                                                    | 
|                                                                    |  |             
|December 31, 2009                                                   |  |              |    |                   |  
|Derivatives designated as hedging instruments - Interest rate swaps |  | $            | 32 |                   | $ | (17 | )
|                                                                    | 

The notional amount of our interest rate swaps is disclosed inNote 5  Debt.

For the three and six months ended June 30, 2010, we did not hold any derivatives in cash flow hedging relationships, resulting in no effect
to Accumulated other comprehensive income (loss) (AOCI) or the Statement of Operations.

For the three and six months ended
June 30, 2009, we recognized a gain in AOCI of $1 and $2 related to our interest rate swaps in cash flow hedging relationships. In addition, for the six months ended June 30, 2009 we reclassified a loss of $1 from AOCI into Interest
expense.

For the three and six months ended June 30, 2009, we recognized a gain of $7 and $8 in Other income related to warrants
to purchase common stock of an unaffiliated third party.

Note 7 Commitments and Contingencies

Litigation

Various legal proceedings and
claims are pending or have been asserted against us. We believe that the final outcome of these proceedings and claims will not have a material adverse effect on our earnings, cash flows and/or financial position.

Restructurings and Restructuring Requests

From time to time, certain customers have requested a restructuring of their transactions with us. As of June 30, 2010, we have not reached
agreement on any restructuring requests that would have a material adverse effect on our earnings, cash flows and/or financial position.

Commitments

At June 30, 2010, we and Boeing had unfunded financing commitments of $10,203, primarily resulting from firm contracts, options
for deliveries or proposals as part of sales campaigns. These commitments are provided to give Boeing customers reasonable assurance of financing in connection with orders of Boeing products in advance of delivery. However, customers typically seek
lower cost financing from other sources prior to actual delivery. In addition, we continue to work with third party financiers to provide alternative financing to customers and eliminate the need for our financing. Based on historical experience and
anticipated capital market acceptance of Boeing aircraft covered by Boeings and our current commitments, we anticipate that a significant portion of these commitments will not be exercised by the customer or will expire without being fully
drawn upon. However, there can be no assurance that we will not be required to fund greater amounts than historically required. To the extent we are obligated to provide financing, such financing generally includes participation by engine
manufacturers which further reduces our obligation. Therefore, the reported amount of commitments does not necessarily represent a future net cash requirement. However, we expect to ultimately provide funding for those commitments which are
exercised, whether they are Boeings or our commitments.



8



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##### Table of Contents

If there were requirements to fund all Boeings and our commitments, the timing in which these
commitments may be funded (based on estimated earliest potential funding dates as of June 30, 2010) is as follows:



|                           |  |       |       
|-------------------------- |  | ----- | ------
|                           |  | Total
|July through December 2010 |  | $     | 1,034 
|2011                       |  |       | 1,225 
|2012                       |  |       | 353   
|2013                       |  |       | 947   
|2014                       |  |       | 1,269 
|Thereafter                 |  |       | 5,375 
|                           |  | $     | 10,203
|                          

Note 8 Fair Value Measurements

The following tables present our assets and liabilities that are measured at fair value on a recurring basis, as of June 30, 2010
and December 31, 2009, and are categorized using the three levels of fair value hierarchy.



|                                |  |       |     |   |                                                              |   |                                             |  |   |                                        |   |  |   |  
|------------------------------- |  | ----- | --- | - | ------------------------------------------------------------ | - | ------------------------------------------- |  | - | -------------------------------------- | - |  | - | -
|June 30, 2010                   |  | Total |     |   | Quoted Prices inActive Markets forIdentical Assets
(Level 1) |   | Significant OtherObservableInputs
(Level 2) |  |   | SignificantUnobservableInputs(Level 3)
|Assets                          |  |       |     |   |                                                              |   |                                             |  |   |                                        |   |  |   |  
|Available-for-sale investments: |  |       |     |   |                                                              |   |                                             |  |   |                                        |   |  |   |  
|Marketable equity securities    |  | $     | 16  |   |                                                              | $ | 16                                          |  | $ |                                       |   |  | $ | 
|EETC                            |  |       | 5   |   |                                                              |   |                                            |  |   |                                       |   |  |   | 5
|Interest rate swaps             |  |       | 50  |   |                                                              |   |                                            |  |   | 50                                     |   |  |   | 
|Total                           |  | $     | 71  |   |                                                              | $ | 16                                          |  | $ | 50                                     |   |  | $ | 5
|                               
|                                |  |       |     |  
|Liabilities                     |  |       |     |   |                                                              |   |                                             |  |   |                                        |   |  |   |  
|Interest rate swaps             |  | $     |    |   |                                                              | $ |                                            |  | $ |                                       |   |  | $ | 
|Total                           |  | $     |    |   |                                                              | $ |                                            |  | $ |                                       |   |  | $ | 
|                               
|                               
|                               
|December 31, 2009               |  |      
|Assets                          |  |       |     |   |                                                              |   |                                             |  |   |                                        |   |  |   |  
|Available-for-sale investments: |  |       |     |   |                                                              |   |                                             |  |   |                                        |   |  |   |  
|Marketable equity securities    |  | $     | 17  |   |                                                              | $ | 17                                          |  | $ |                                       |   |  | $ | 
|EETC                            |  |       | 5   |   |                                                              |   |                                            |  |   |                                       |   |  |   | 5
|Interest rate swaps             |  |       | 32  |   |                                                              |   |                                            |  |   | 32                                     |   |  |   | 
|Total                           |  | $     | 54  |   |                                                              | $ | 17                                          |  | $ | 32                                     |   |  | $ | 5
|                               
|                                |  |       |     |  
|Liabilities                     |  |       |     |   |                                                              |   |                                             |  |   |                                        |   |  |   |  
|Interest rate swaps             |  | $     | (17 | ) |                                                              | $ |                                            |  | $ | (17                                    | ) |  | $ | 
|Total                           |  | $     | (17 | ) |                                                              | $ |                                            |  | $ | (17                                    | ) |  | $ | 
|                               

Marketable equity securities.The fair value of
our marketable equity securities is determined using quoted prices in active markets for identical assets. Unrealized gains (losses) are recorded in AOCI.

EETC.The fair value of our EETC is derived using discounted cash flows at market yield based on estimated trading prices for comparable
debt securities. Unrealized gains (losses) are recorded in AOCI.

Interest rate swaps. The fair values of our interest rate
swaps are determined using cash flows discounted at market interest rates in effect at the period close.



9



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##### Table of Contents

The following tables present a reconciliation of Level 3 assets measured at fair value on a recurring
basis for the six months ended June 30:



|         |  |                            |    |                                  |   |                                            |  |                                 |   |  |                   |    |                           |  |   |   |  |   |   
|-------- |  | -------------------------- | -- | -------------------------------- | - | ------------------------------------------ |  | ------------------------------- | - |  | ----------------- | -- | ------------------------- |  | - | - |  | - | --
|2010     |  | Fair ValueBeginningof Year |    | UnrealizedGainsIncludedin Income |   | AccumulatedOtherComprehensiveIncome (Loss) |  | Purchases,Sales, andSettlements |   |  | TransfersIn (Out) |    | Fair Valueat End ofPeriod
|Assets   |  |                            |    |                                  |   |                                            |  |                                 |   |  |                   |    |                           |  |   |   |  |   |   
|EETC     |  | $                          | 5  |                                  | $ |                                           |  | $                               | 1 |  | $                 | (1 | )                         |  | $ |  |  | $ | 5 
|Total    |  | $                          | 5  |                                  | $ |                                           |  | $                               | 1 |  | $                 | (1 | )                         |  | $ |  |  | $ | 5 
|        
|         |  |                            |    |                                  |   |                                            |  |                                 |   |  |                   |    |                           |  |   |   |  |   |   
|2009    
|Assets   |  |                            |    |                                  |   |                                            |  |                                 |   |  |                   |    |                           |  |   |   |  |   |   
|EETC     |  | $                          | 5  |                                  | $ |                                           |  | $                               |  |  | $                 | (1 | )                         |  | $ |  |  | $ | 4 
|Warrants |  |                            | 10 |                                  |   | 8                                          |  |                                 |  |  |                   |   |                           |  |   |  |  |   | 18
|Total    |  | $                          | 15 |                                  | $ | 8                                          |  | $                               |  |  | $                 | (1 | )                         |  | $ |  |  | $ | 22
|        

Certain assets are measured at fair value on a
non-recurring basis using significant unobservable inputs (Level 3). The table below presents the non-recurring losses recognized for the six months ended June 30, and the carrying value and asset classification of the related assets still
held as of June 30:



|                                    |  |               |    |             |      |     |               |  |             |    |  |   |     |  
|----------------------------------- |  | ------------- | -- | ----------- | ---- | --- | ------------- |  | ----------- | -- |  | - | --- | -
|                                    |  | 2010          |    |             | 2009 |    
|                                    |  | CarryingValue |    | TotalLosses |      |     | CarryingValue |  | TotalLosses |   
|Assets                              |  |               |    |             |      |     |               |  |             |    |  |   |     |  
|Receivables(1)                      |  | $             |   |             | $    |    |               |  | $           | 16 |  | $ | (6  | )
|Equipment under operating
leases(2) |  |               | 53 |             |      | (11 | )             |  |             | 45 |  |   | (15 | )
|Assets held for sale or
re-lease(2) |  |               | 22 |             |      | (4  | )             |  |             | 6  |  |   | (2  | )
|Total                               |  | $             | 75 |             | $    | (15 | )             |  | $           | 67 |  | $ | (23 | )
|                                    | 



|(1) |  | Represents carrying value and related write downs of receivables which were based on the fair value for the related aircraft collateral.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Represents carrying value and related write downs which were based on the fair value for the related aircraft. For the six months ended June 30, 2010,
losses on equipment under operating leases includes $5 which were offset by intercompany guarantees.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following
table presents the carrying values and estimated fair values of our financial instruments for which we did not elect the fair value option:



|                                          |  |                |        |   |                   |   |        |                |  |   |            |   |  |   |        |  
|----------------------------------------- |  | -------------- | ------ | - | ----------------- | - | ------ | -------------- |  | - | ---------- | - |  | - | ------ | -
|                                          |  | June 30, 2010  |        |   | December 31, 2009 |  
|                                          |  | Carrying
Value |        |   | Fair
Value        |   |        | Carrying
Value |  |   | Fair
Value |  
|Assets                                    |  |                |        |   |                   |   |        |                |  |   |            |   |  |   |        |  
|Notes and other                           |  | $              | 659    |   |                   | $ | 688    |                |  | $ | 865        |   |  | $ | 892    |  
|Liabilities                               |  |                |        |   |                   |   |        |                |  |   |            |   |  |   |        |  
|Debt, excluding capital lease obligations |  | $              | (3,985 | ) |                   | $ | (4,172 | )              |  | $ | (4,013     | ) |  | $ | (4,197 | )
|Off-Balance Sheet Arrangements            |  |                |        |   |                   |   |        |                |  |   |            |   |  |   |        |  
|Guarantor obligations from us             |  | $              |       |   |                   | $ |       |                |  | $ | (3         | ) |  | $ | (3     | )

Items not included in the above disclosures
are Cash and cash equivalents and Short-term investments. The carrying value of those items approximate their fair value at June 30, 2010 and December 31, 2009 as reflected in the Consolidated Balance Sheets.



10



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##### Table of Contents

The following methods and assumptions were used to estimate the fair value of each class of financial
instruments:

Notes and other. The fair value of our variable rate notes that reprice frequently approximate their carrying
value. The fair value of fixed rate notes is estimated using discounted cash flows analysis using interest rates currently offered on loans with similar terms to borrowers of similar credit quality.

Debt.The fair value of debt is based on current market yields for our debt traded in the secondary market.

Guarantees. For residual value guarantees where we are the guarantor, the carrying value approximates fair value.

Financing commitments. It is not practicable to estimate the fair value of future financing commitments because the amount and timing
of funding those commitments are uncertain.

Note 9 Concentrations

A significant portion of our portfolio is concentrated among a few customers and in distinct geographic regions, particularly in the United States.
Our portfolio is also concentrated by varying degrees across aircraft product types and vintages. Our concentration risk is mitigated in part by intercompany guarantees from Boeing with respect to certain portfolio assets, which primarily relate to
717 aircraft.

Portfolio carrying values for our five largest customers were as follows:



|            |  |                |       |                     |                   |   |                |   |                     |  |      
|----------- |  | -------------- | ----- | ------------------- | ----------------- | - | -------------- | - | ------------------- |  | -----
|            |  | June 30, 2010  |       |                     | December 31, 2009
|            |  | Carrying Value |       | % of TotalPortfolio |                   |   | Carrying Value |   | % of TotalPortfolio
|AirTran     |  | $              | 1,373 |                     | 26.0              | % |                | $ | 1,573               |  | 27.8%
|American    |  |                | 472   |                     | 8.9               |   |                |   | 517                 |  | 9.1  
|Continental |  |                | 462   |                     | 8.7               |   |                |   | 450                 |  | 8.0  
|Hawaiian    |  |                | 442   |                     | 8.4               |   |                |   | 449                 |  | 7.9  
|Mexicana    |  |                | 434   |                     | 8.2               |   |                |   | 295                 |  | 5.2  
|            |  | $              | 3,183 |                     | 60.2              | % |                | $ | 3,284               |  | 58.0%
|           

For the six months ended June 30, 2010 and 2009,
AirTran Holdings, Inc. accounted for 21% and 20% of our revenue.

Portfolio carrying values were represented in the following regions:



|                 |  |                |       |                     |                   |   |                |   |                     |  |       
|---------------- |  | -------------- | ----- | ------------------- | ----------------- | - | -------------- | - | ------------------- |  | ------
|                 |  | June 30, 2010  |       |                     | December 31, 2009
|                 |  | Carrying Value |       | % of TotalPortfolio |                   |   | Carrying Value |   | % of TotalPortfolio
|United States(1) |  | $              | 3,662 |                     | 69.2              | % |                | $ | 4,073               |  | 71.9% 
|Europe           |  |                | 683   |                     | 12.9              |   |                |   | 762                 |  | 13.4  
|Latin America    |  |                | 526   |                     | 9.9               |   |                |   | 394                 |  | 7.0   
|Asia/Australia   |  |                | 305   |                     | 5.8               |   |                |   | 319                 |  | 5.6   
|Other            |  |                | 114   |                     | 2.2               |   |                |   | 118                 |  | 2.1   
|                 |  | $              | 5,290 |                     | 100.0             | % |                | $ | 5,666               |  | 100.0%
|                



|(1) |  | United States includes assets held for sale or re-lease that may be physically located in another region.
|--- |  | ---------------------------------------------------------------------------------------------------------



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##### Table of Contents

Portfolio carrying values were represented by the following product types:



|         |  |              |       |                  |   |      
|-------- |  | ------------ | ----- | ---------------- | - | -----
|         |  | June 30,2010 |       | December 31,2009
|717      |  | $            | 2,236 |                  | $ | 2,277
|757      |  |              | 861   |                  |   | 902  
|737      |  |              | 479   |                  |   | 559  
|767      |  |              | 439   |                  |   | 474  
|MD-11(1) |  |              | 404   |                  |   | 401  
|747      |  |              | 321   |                  |   | 343  
|MD-80    |  |              | 215   |                  |   | 231  
|777      |  |              | 135   |                  |   | 147  
|Other(2) |  |              | 200   |                  |   | 332  
|         |  | $            | 5,290 |                  | $ | 5,666
|        



|(1) |  | MD-11 aircraft are currently in freighter configuration or are committed to be modified into freighter configuration.
|--- |  | ---------------------------------------------------------------------------------------------------------------------



|(2) |  | Other includes aircraft, equipment, notes and stock. Some of these aircraft are out of production, but are supported by the manufacturer or other third party
parts and service providers.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our aircraft portfolio by vintage, based on carrying value (excluding investments and
pooled assets), are categorized as follows:



|               |  |             |   |  |                 
|-------------- |  | ----------- | - |  | ----------------
|               |  | June 302010 |   |  | December 31,2009
|2005 and newer |  | 10.9        | % |  | 11.5%           
|2000  2004    |  | 63.7        |   |  | 63.1            
|1995  1999    |  | 11.9        |   |  | 11.3            
|1994 and older |  | 13.5        |   |  | 14.1            
|               |  | 100.0       | % |  | 100.0%          
|              

Note 10 Discontinued Operations

On May 24, 2004, we entered into a purchase and sale agreement with General Electric Capital Corporation (GECC) to sell
substantially all of the assets related to our Commercial Financial Services business. The final asset sale closed December 27, 2004.

Part of the purchase and sale agreement with GECC includes a loss sharing arrangement for losses that may exist at the end of the initial and
subsequent financing periods of the transferred portfolio assets, or in some instances, prior to the end of the financing period. Such losses may result from asset sales, provisions for loss or asset impairment charges offset by gains from asset
sales. The loss sharing arrangement provides that cumulative net losses (if any) are to be shared between us and GECC. The provisions effectively limit our exposure to any losses to $245. At June 30, 2010, our maximum future cash exposure
to loss associated with the loss sharing arrangement was $234, for which we have accrued a liability of $81.

The following table
reconciles the reserve under the loss sharing arrangement, which is included in Other Liabilities for the six months ended June 30:



|                               |  |      |    |      |   |   
|------------------------------ |  | ---- | -- | ---- | - | --
|                               |  | 2010 |    | 2009
|Reserve at beginning of period |  | $    | 77 |      | $ | 39
|Increase in reserve            |  |      | 4  |      |   | 7 
|Payments received from GECC    |  |      |   |      |   | 2 
|Reserve at end of period       |  | $    | 81 |      | $ | 48
|                              



12



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of

Boeing Capital Corporation

Renton,
Washington

We have reviewed the accompanying condensed consolidated balance sheet of Boeing Capital Corporation and subsidiaries (the
Company) as of June 30, 2010, and the related condensed consolidated statements of operations for the three-month and six-month periods ended June 30, 2010 and 2009, and of shareholders equity and comprehensive income,
and cash flows for the six-month periods ended June 30, 2010 and 2009. These interim financial statements are the responsibility of the Companys management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards
of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial
statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have
previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Boeing Capital Corporation and subsidiaries as of December 31, 2009, and the related
consolidated statements of operations, shareholders equity and comprehensive income, and cash flows for the year then ended (not presented herein); and in our report dated February 8, 2010, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2009 is fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Seattle, Washington

July 28, 2010



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##### Table of Contents

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such
as may, will, should, expects, intends, projects, plans, believes, estimates, targets, anticipates and similar
expressions are used to identify these forward-looking statements. Forward-looking statements include any statement that does not directly relate to any historical or current fact and include, among others, statements relating to our future
financial condition and operating results, future portfolio size and amounts of new aircraft financing, future levels of indebtedness and debt-to-equity ratios, and the outcome of contingencies,

Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not
guarantees of future performance and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements.
Among these factors are:



| |  |  | the financial condition of the airline industry, which could be adversely affected by changes in general economic conditions, credit ratings, increases in
fuel-related costs, the liquidity of the global financial markets, responses to increasing environmental concerns, as well as events such as war, terrorist attacks or a serious health epidemic,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of bankruptcies or restructurings on commercial airline customers,
| | - |  | -----------------------------------------------------------------------------



| |  |  | the impact of changes in aircraft valuations,
| | - |  | ---------------------------------------------



| |  |  | the sufficiency of our liquidity, including access to capital markets,
| | - |  | ----------------------------------------------------------------------



| |  |  | the impact on us of strategic decisions by The Boeing Company (Boeing), including the amount of financing necessary to support the sale of Boeing products,
the level and types of transactional or other support made available to us by Boeing and the ending of production of certain aircraft programs,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the market acceptance of Boeing products,
| | - |  | -----------------------------------------



| |  |  | a decline in Boeings or our financial performance, outlook or credit ratings,
| | - |  | ------------------------------------------------------------------------------



| |  |  | the availability of commercial and governmental financing and the extent to which we are called upon to fund Boeings and our outstanding financing
commitments or satisfy other financing requests, and our ability to satisfy those requirements,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reduced lease rates as a result of competition in the used aircraft market, or the inability to maintain aircraft on lease at satisfactory lease rates,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | financial, legal, tax, regulatory, legislative and accounting changes or actions that may affect the overall performance of our business,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the adequacy of coverage of our allowance for losses on receivables, and
| | - |  | ------------------------------------------------------------------------



| |  |  | volatility in our earnings due to the timing of asset sales, other risk mitigation activities and fluctuations in our portfolio size
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------

Additional information concerning these and other factors can be found in our filings with the Securities and
Exchange Commission (SEC), including, but not limited to, the Risk Factors on pages 3 through 5 of our most recent Annual Report on Form 10-K, Managements Narrative Analysis of the Results of Operations and Note 7 to
our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statement herein speaks only as of the date on which it is made, and we assume no obligation to
update or revise any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law.



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##### Table of Contents

Item 2. Managements Narrative Analysis of the Results of Operations

Overview

During the six
months ended June 30, 2010, we continued to focus on supporting Boeings major businesses and managing our overall financial exposures.

In 2009, a weak global economic environment and capital market disruptions affected the availability of credit for the airline industry and we
provided limited financing to certain Boeing customers. During the second half of 2009, sources of financing available for aircraft deliveries started to show signs of improvement, which continued through the second quarter of 2010. To the extent
capital market conditions continue to improve, we believe the overall aircraft financing market should improve as well and lessen the need for us to provide financing.

At June 30, 2010, our portfolio consisted of equipment under operating leases, finance leases, notes and other receivables, assets held for
sale or re-lease and investments. At June 30, 2010, we owned 267 commercial aircraft and one C-40 aircraft and had partial ownership or security interest in an additional 42 aircraft. Our portfolio at June 30, 2010 decreased to $5.3
billion from $5.7 billion at December 31, 2009. The following table summarizes the net change in our total portfolio:



|                                      |  |                               |      |   |                            |   |      |  
|------------------------------------- |  | ----------------------------- | ---- | - | -------------------------- | - | ---- | -
|(Dollars in millions)                 |  | Six Months EndedJune 30,
2010 |      |   | Year EndedDecember 31,2009 |  
|New business volume                   |  | $                             | 25   |   |                            | $ | 766  |  
|Write-offs                            |  |                               |     |   |                            |   | (12  | )
|Recovery of write-offs                |  |                               |     |   |                            |   | 1    |  
|Transfer of assets                    |  |                               | 3    |   |                            |   | 19   |  
|Asset impairment and other charges    |  |                               | (16  | ) |                            |   | (91  | )
|Asset run off and prepayments         |  |                               | (281 | ) |                            |   | (613 | )
|Asset dispositions                    |  |                               | (5   | ) |                            |   | (220 | )
|Depreciation and amortization expense |  |                               | (102 | ) |                            |   | (207 | )
|Net change in portfolio balance       |  | $                             | (376 | ) |                            | $ | (357 | )
|                                      | 

At June 30, 2010 and December 31, 2009, we had $224 million and $385 million of assets that were held for
sale or re-lease, of which $184 million and $345 million had either executed term sheets with deposits or firm contracts to be sold or placed on lease. Additionally, aircraft subject to leases with a carrying value of approximately $203 million are
scheduled to be returned off lease in the next 12 months. These aircraft are being remarketed or we are seeking to have the leases extended.

Our net income was $62 million for the six months ended June 30, 2010 compared with $42 million for the same period in 2009, an increase of
$20 million.

Consolidated Results of Operations

Revenue

Revenue was $324 million for the six
months ended June 30, 2010 compared with $330 million for the same period in 2009, a decrease of $6 million.

Finance lease income
was $73 million for the six months ended June 30, 2010, a decrease of $4 million compared with the same period in 2009, primarily due to a decrease in the weighted average balance of finance leases as a result of normal run-off. Without the
support of Boeing in the form of intercompany guarantees our Finance lease income would have been $1 million less than reported for the six months ended June 30, 2010. For a discussion of our relationship with Boeing, see Item 1.
Financial Statements, Note 2  Transactions with Boeing.

Operating lease income was $195 million for the six months ended
June 30, 2010, a decrease of $6 million compared with the same period in 2009, primarily due to a decrease in the equipment under operating leases as a result of the return of aircraft and lower lease rates on re-leased aircraft. Without the
support from Boeing in the



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##### Table of Contents

form of intercompany guarantees our Operating lease income, which includes income applied to assets classified as held for re-lease, would have been $30 million and $46 million less than
reported, for the six months ended June 30, 2010 and 2009. For a discussion of our relationship with Boeing, see Item 1. Financial Statements, Note 2  Transactions with Boeing.

Net gain on disposal of assets was $6 million for the six months ended June 30, 2010, an increase of $6 million compared with the same period
in 2009, primarily due to higher volume of asset sales.

Expenses

Expenses were $223 million for the six months ended June 30, 2010 compared with $257 million for the same period in 2009, a decrease of $34
million.

Interest expense was $82 million for the six months ended June 30, 2010, a decrease of $8 million compared with the same
period in 2009, primarily due to a decrease in the weighted average annual effective interest rate on all borrowings to 4.1% from 5.1% partially offset by a net increase in the balance of debt outstanding.

The provision for losses was $2 million for the six months ended June 30, 2010, compared with $14 million for the same period in 2009. The
increase in our allowance through a provision for losses for the six months ended June 30, 2010 was due to the effects of declines in aircraft collateral values and increases in default rates exceeding the effect of run off of our finance
leases and notes receivable.

Asset impairment expense was $10 million for the six months ended June 30, 2010, a decrease of $7
million compared with the same period in 2009. The asset impairment expense during the first six months of 2010 was primarily due to reduced projected cash flows on certain aircraft.

Other expense was $5 million for the six months ended June 30, 2010, a decrease of $3 million compared with the same period in 2009, primarily
due to lower aircraft delivery, maintenance and modification expense.

Provision for income tax

Provision for income tax was $37 million for the six months ended June 30, 2010, an increase of $10 million compared with the same period in
2009, primarily due to an increase in pre-tax income.

Loss on disposal of discontinued operations

Loss on disposal of discontinued operations, net of tax, was $2 million for the six months ended June 30, 2010, primarily due to an increase in
our expected losses under our loss sharing agreement with General Electric Capital Corporation related to the sale of certain assets of our Commercial Financial Services business in 2004. This compared with a loss of $4 million, net of tax, for the
same period in 2009.

Liquidity and Capital Resources

Our cash and cash equivalents balance was $758 million at June 30, 2010, an increase from $596 million at December 31, 2009. The following
is a summary of the change in our cash and cash equivalents for the six months ended June 30:



|                                                     |  |      |     |   |      |   |      |  
|---------------------------------------------------- |  | ---- | --- | - | ---- | - | ---- | -
|(Dollars in millions)                                |  | 2010 |     |   | 2009 |  
|Net cash provided by operating activities            |  | $    | 161 |   |      | $ | 215  |  
|Net cash provided by (used in) investing activities  |  |      | 65  |   |      |   | (372 | )
|Net cash used in financing activities                |  |      | (64 | ) |      |   | (48  | )
|                                                     | 
|Net increase (decrease) in cash and cash equivalents |  | $    | 162 |   |      | $ | (205 | )
|                                                     | 



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##### Table of Contents

Operating activities

During the six months ended June 30, 2010, net cash provided by operating activities included net income from operations of $62 million. We had
net adjustments for non-cash items of $88 million, which primarily related to depreciation expense. We also had a net decrease in cash due to changes in assets and liabilities of $11 million.

During the six months ended June 30, 2009, net cash provided by operating activities included net income from operations of $42 million. We
had net adjustments for non-cash items of $106 million, which primarily related to depreciation expense. We also had a net decrease in cash due to changes in assets and liabilities of $67 million.

Investing activities

During the six months
ended June 30, 2010, net cash provided by investing activities included payments of leases, notes and other receivables of $280 million, primarily offset by the net purchase of $200 million in short-term investments.

During the six months ended June 30, 2009, net cash used in investing activities primarily included $545 million relating to the
origination of notes receivable offset by asset run off.

Financing activities

During the six months ended June 30, 2010, net cash used in financing activities included scheduled debt repayments of $64 million.

During the six months ended June 30, 2009, net cash used in financing activities included scheduled debt repayments of $203 million and
cash dividends (including return of capital) to Boeing of $45 million offset by intercompany borrowings of $200 million from Boeing.

Outstanding debt at June 30, 2010 and December 31, 2009 was $4.0 billion and $4.1 billion, of which $1.4 billion will be due in the next
12 months. During the six months ended June 30, 2010, we had no commercial paper borrowings outstanding. Our leverage (ratio of debt to equity) at June 30, 2010 and December 31, 2009 was 5.3-to-1 and 5.8-to-1. We expect our leverage
to return to approximately 5.0-to-1 by the end of 2010.

We require liquidity, primarily to fund financing commitments, meet debt
obligations and fund our operating expenses. Financing commitments made by us and Boeing totaled $10.2 billion as of June 30, 2010. We anticipate that a significant portion of these commitments will not be exercised given alternative financing
sources available to our customers. As a result of the challenging aircraft financing market, we financed a small number of new aircraft deliveries in 2009 and we expect to continue to do so into the foreseeable future. We expect that any future
borrowing needs would be met by issuing commercial paper or term debt, or obtaining funding from Boeing. There can be no assurance that the cost or availability of funding sources to us will not be adversely impacted in the future.

As of June 30, 2010, we have $4.0 billion remaining under our $5.0 billion Securities and Exchange Commission (SEC) shelf registration
statement for issuance of debt securities. During 2009, we established under the registration statement a $750 million medium-term notes program and a $750 million retail notes program. We have not issued any securities under those programs. The
availability of such funding under those programs or otherwise pursuant to our SEC registration statement will depend on investor demand and market conditions.

We believe we have adequate borrowing capacity. We have $1.5 billion available exclusively for us under Boeings committed revolving credit
line agreements for general corporate purposes. In addition, we have a support agreement with Boeing under which Boeing has committed to make contributions to us if our fixed-charge coverage ratio, as defined in the support agreement, falls below
1.05-to-1 on a four-quarter rolling basis.



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##### Table of Contents

Risks that could affect our liquidity include among others:



| |  |  | a downturn in the economy,
| | - |  | --------------------------

| |  |  | significant restructurings, defaults or bankruptcies by airlines,
| | - |  | -----------------------------------------------------------------

| |  |  | disruptions in the global capital markets, and
| | - |  | ----------------------------------------------

| |  |  | a decrease in our and/or Boeings credit ratings and/or financial performance.
| | - |  | ------------------------------------------------------------------------------

We continually assess our leverage, as measured by our debt to equity ratio, in light of the risks in our business, including those set forth in
Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2009.

Additional Disclosures Regarding
Allowance for Losses on Receivables

The following table reconciles the changes in the allowance for losses on receivables for the
six months ended June 30, 2010 and 2009. Column 3 presents this information, calculated in accordance with our accounting policy, if the impact of intercompany guarantees from Boeing were excluded. The exclusion of the net impact of
intercompany guarantees shown in Column 2 would increase the applicable exposure for various receivables. Management believes that the presentation of this information provides more complete information on the effect of intercompany guarantees
provided by Boeing.



|                                                           |  |                     |     |   |                                            |   |     |                                          |  |   |      
|---------------------------------------------------------- |  | ------------------- | --- | - | ------------------------------------------ | - | --- | ---------------------------------------- |  | - | -----
|(Dollars in millions)                                      |  | (1)                 |     |   | (2)                                        |   |     | (3)                                     
|2010                                                       |  | Allowancefor losses |     |   | Impact ofintercompanyguaranteesfrom Boeing |   |     | Allowanceexcludingintercompanyguarantees
|Allowance for losses on receivables at beginning of period |  | $                   | 71  |   |                                            | $ | 231 |                                          |  | $ | 302  
|Provision for losses                                       |  |                     | 2   |   |                                            |   | 3   |                                          |  |   | 5    
|                                                          
|Allowance for losses on receivables at end of period       |  | $                   | 73  |   |                                            | $ | 234 |                                          |  | $ | 307  
|                                                          
|Allowance as a percentage of total receivables             |  |                     | 2.8 | % |                                            |   |     |                                          |  |   | 11.6%
|                                                           | 
|2009                                                       |  |                     |    
|Allowance for losses on receivables at beginning of period |  | $                   | 59  |   |                                            | $ | 210 |                                          |  | $ | 269  
|Provision for (recovery of) losses                         |  |                     | 14  |   |                                            |   | (2  | )                                        |  |   | 12   
|Write-offs                                                 |  |                     | (12 | ) |                                            |   |    |                                          |  |   | (12) 
|Recovery of write-offs                                     |  |                     | 1   |   |                                            |   |    |                                          |  |   | 1    
|Allowance for losses on receivables at end of period       |  | $                   | 62  |   |                                            | $ | 208 |                                          |  | $ | 270  
|                                                          
|Allowance as a percentage of total receivables             |  |                     | 1.9 | % |                                            |   |     |                                          |  |   | 8.2% 

Item 4. Controls and
Procedures



|(a) |  | Evaluation of Disclosure Controls and Procedures
|--- |  | ------------------------------------------------

Our principal executive officer and principal financial officer have evaluated our disclosure controls and procedures as of June 30, 2010 and
concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Commissions rules and forms and is accumulated and communicated to our management, including the President and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.



|(b) |  | Changes in Internal Control over Financial Reporting
|--- |  | ----------------------------------------------------

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Various legal proceedings and claims are pending or have been asserted against us. We believe that the final outcome of these proceedings and claims
will not have a material adverse effect on our earnings, cash flows and/or financial position.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. Risk Factors in our Annual
Report on Form 10-K for the year ended December 31, 2009.

Item 6. Exhibits

A. Exhibits



|             |  |                                                                                                                                                                                                                                                                             
|------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 12   |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                          
|             | 
|Exhibit 15   |  | Letter From Independent Registered Public Accounting Firm Regarding Unaudited Interim Financial Information.                                                                                                                                                                
|             | 
|Exhibit 31.1 |  | Certification of President pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                            
|             | 
|Exhibit 31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.                                                                                              
|             | 
|Exhibit 32.1 |  | Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This document is being furnished in
accordance with Securities and Exchange Commission Release Nos. 33-8212 and 34-47551.              
|             | 
|Exhibit 32.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This document is
being furnished in accordance with Securities and Exchange Commission Release Nos. 33-8212 and 34-47551.

In
accordance with Item 601(b)(4)(iii) of Regulation S-K, we are not filing certain instruments with respect to our debt, as the total amount of securities currently provided for under each of the instruments does not exceed 10 percent of our
total assets on a consolidated basis. We hereby agree to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.



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##### Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|              |  |                                                                                                                               
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------
|              |  | Boeing Capital Corporation                                                                                                    
|              | 
|July 28, 2010 |  | /s/ KEVIN R. MILLISON                                                                                                         
|              |  | Kevin R. Millison Vice President and Chief
Financial Officer (Principal Financial Officer) and Registrants
Authorized Officer
|              | 
|July 28, 2010 |  | /s/ KEVIN J. MURPHY                                                                                                           
|              |  | Kevin J. Murphy Controller (Principal
Accounting Officer)                                                                     



20