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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 March 31, 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 April 21, 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 and Comprehensive Income |  | 3   
|                                          |  |            |  | Condensed Consolidated Statements of Cash Flows                                    |  | 4   
|                                          |  |            |  | Notes to Condensed Consolidated Financial Statements                               |  | 5   
|                                          |  |            |  | Review Report of Independent Registered Public Accounting Firm                     |  | 14  
|                                          |  | Item 2.    |  | Managements Narrative Analysis of the Results of Operations                       |  | 15  
|                                          |  | Item 4T.   |  | Controls and Procedures                                                            |  | 19  
|                                          | 
|Part II. Other Information                |  |           
|                                          |  | Item 1.    |  | Legal Proceedings                                                                  |  | 20  
|                                          |  | Item 1A.   |  | Risk Factors                                                                       |  | 20  
|                                          |  | Item 6.    |  | Exhibits                                                                           |  | 20  
|                                          |  | Signatures |  | 21                                                                                



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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)                                                         |  | March 31,2010 |       |   | December 31,2009 |  
|ASSETS                                                                                          |  |               |       |   |                  |   |       |  
|Cash and cash equivalents                                                                       |  | $             | 641   |   |                  | $ | 596   |  
|Short-term investments                                                                          |  |               | 700   |   |                  |   | 500   |  
|Receivables:                                                                                    |  |               |       |   |                  |   |       |  
|Finance leases                                                                                  |  |               | 2,006 |   |                  |   | 2,024 |  
|Notes and other                                                                                 |  |               | 687   |   |                  |   | 865   |  
|                                                                                                |  |               | 2,693 |   |                  |   | 2,889 |  
|Allowance for losses on receivables                                                             |  |               | (74   | ) |                  |   | (71   | )
|                                                                                                |  |               | 2,619 |   |                  |   | 2,818 |  
|Equipment under operating leases, net                                                           |  |               | 2,356 |   |                  |   | 2,368 |  
|Investments                                                                                     |  |               | 25    |   |                  |   | 24    |  
|Assets held for sale or re-lease, net                                                           |  |               | 309   |   |                  |   | 385   |  
|Other assets                                                                                    |  |               | 83    |   |                  |   | 83    |  
|                                                                                                |  | $             | 6,733 |   |                  | $ | 6,774 |  
|                                                                                                | 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                            |  |               |       |   |                  |   |       |  
|Liabilities:                                                                                    |  |               |       |   |                  |   |       |  
|Accounts payable and accrued expenses                                                           |  | $             | 55    |   |                  | $ | 83    |  
|Other liabilities                                                                               |  |               | 364   |   |                  |   | 380   |  
|Accounts with Boeing                                                                            |  |               | 107   |   |                  |   | 85    |  
|Deferred income taxes                                                                           |  |               | 1,437 |   |                  |   | 1,452 |  
|Debt                                                                                            |  |               | 4,042 |   |                  |   | 4,075 |  
|                                                                                                |  |               | 6,005 |   |                  |   | 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                                                                      |  |               | 696   |   |                  |   | 696   |  
|Accumulated other comprehensive income (loss), net of tax                                       |  |               | (2    | ) |                  |   | (2    | )
|Retained earnings                                                                               |  |               | 29    |   |                  |   |      |  
|                                                                                                |  |               | 728   |   |                  |   | 699   |  
|                                                                                                |  | $             | 6,733 |   |                  | $ | 6,774 |  
|                                                                                                | 

See Notes to Condensed Consolidated Financial Statements.



1



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Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                                  |  |                              |     |      |   |     |  
|----------------------------------------------------------------- |  | ---------------------------- | --- | ---- | - | --- | -
|                                                                  |  | Three Months Ended March 31, |    
|(Dollars in millions)                                             |  | 2010                         |     | 2009 |  
|REVENUE                                                           |  |                              |     |      |   |     |  
|Finance lease income                                              |  | $                            | 37  |      | $ | 39  |  
|Interest income on notes receivable                               |  |                              | 17  |      |   | 15  |  
|Operating lease income                                            |  |                              | 97  |      |   | 102 |  
|Net gain on disposal of assets                                    |  |                              | 6   |      |   | 1   |  
|Other income                                                      |  |                              | 5   |      |   | 6   |  
|                                                                  |  |                              | 162 |      |   | 163 |  
|EXPENSES                                                          |  |                              |     |      |   |     |  
|Interest expense                                                  |  |                              | 41  |      |   | 47  |  
|Depreciation expense                                              |  |                              | 51  |      |   | 52  |  
|Provision for losses                                              |  |                              | 3   |      |   | 5   |  
|Operating expenses                                                |  |                              | 12  |      |   | 11  |  
|Asset impairment expense                                          |  |                              | 7   |      |   | 7   |  
|Other expense                                                     |  |                              | 2   |      |   | 4   |  
|                                                                  |  |                              | 116 |      |   | 126 |  
|Income from continuing operations before provision for income tax |  |                              | 46  |      |   | 37  |  
|Provision for income tax                                          |  |                              | 17  |      |   | 14  |  
|Income from continuing operations                                 |  |                              | 29  |      |   | 23  |  
|Net loss on disposal of discontinued operations, net of tax       |  |                              |    |      |   | (5  | )
|Net income                                                        |  | $                            | 29  |      | $ | 18  |  
|                                                                  | 

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) |  |       | (35 | ) |              |   |                         |  |   | (17                                        | ) |  |                  |   |   |                     |   | (18 | ) |  |   |   
|Net income                                             |  |       | 18  |   |              |   |                         |  |   |                                           |   |  |                  |   |   |                     |   | 18  |   |  | $ | 18
|Unrealized gain on investments, net of tax             |  |       | 1   |   |              |   |                         |  |   |                                           |   |  |                  | 1  |   |                     |   |    |   |  |   | 1 
|Balance at March 31, 2009                              |  | $     | 717 |   |              | $ | 5                        |  | $ | 714                                        |   |  | $                | (2 | ) |                     | $ |    |   |  | $ | 19
|                                                      
|Balance at January 1, 2010                             |  | $     | 699 |   |              | $ | 5                        |  | $ | 696                                        |   |  | $                | (2 | ) |                     | $ |    |   |  |   |   
|Net income                                             |  |       | 29  |   |              |   |                         |  |   |                                           |   |  |                  |   |   |                     |   | 29  |   |  | $ | 29
|Balance at March 31, 2010                              |  | $     | 728 |   |              | $ | 5                        |  | $ | 696                                        |   |  | $                | (2 | ) |                     | $ | 29  |   |  | $ | 29
|                                                      

See Notes to Condensed Consolidated Financial
Statements.



3



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Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                  |  |                              |      |   |      |   |      |  
|--------------------------------------------------------------------------------- |  | ---------------------------- | ---- | - | ---- | - | ---- | -
|                                                                                  |  | Three Months Ended March 31, |     
|(Dollars in millions)                                                             |  | 2010                         |      |   | 2009 |  
|OPERATING ACTIVITIES                                                              |  |                              |      |   |      |   |      |  
|Net income                                                                        |  | $                            | 29   |   |      | $ | 18   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                              |      |   |      |   |      |  
|Non-cash items:                                                                   |  |                              |      |   |      |   |      |  
|Depreciation and amortization expense                                             |  |                              | 49   |   |      |   | 50   |  
|Net gain on disposal of assets                                                    |  |                              | (6   | ) |      |   | (1   | )
|Provision for losses                                                              |  |                              | 3    |   |      |   | 5    |  
|Net gain on investments and derivative instruments                                |  |                              |     |   |      |   | (1   | )
|Asset impairment expense and other charges                                        |  |                              | 13   |   |      |   | 7    |  
|Share-based plans expense                                                         |  |                              |     |   |      |   | 1    |  
|Adjustments related to discontinued operations, net of tax                        |  |                              |     |   |      |   | 5    |  
|Change in deferred income taxes                                                   |  |                              | (15  | ) |      |   | (17  | )
|Change in assets and liabilities:                                                 |  |                              |      |   |      |   |      |  
|Other assets                                                                      |  |                              | (2   | ) |      |   | 2    |  
|Accrued interest and rents                                                        |  |                              | 1    |   |      |   | (4   | )
|Accounts payable and accrued expenses                                             |  |                              | (28  | ) |      |   | (33  | )
|Other liabilities                                                                 |  |                              | (8   | ) |      |   | (38  | )
|Accounts with Boeing                                                              |  |                              | 22   |   |      |   | 45   |  
|Net cash provided by operating activities                                         |  |                              | 58   |   |      |   | 39   |  
|INVESTING ACTIVITIES                                                              |  |                              |      |   |      |   |      |  
|Purchase of investment                                                            |  |                              | (200 | ) |      |   |     |  
|Payment for capitalizable costs in process                                        |  |                              | (9   | ) |      |   | (22  | )
|Purchase of equipment for operating leases                                        |  |                              |     |   |      |   | (2   | )
|Proceeds from disposition of equipment and receivables                            |  |                              | 7    |   |      |   | 62   |  
|Payments of leases, notes and other receivables                                   |  |                              | 224  |   |      |   | 46   |  
|Origination of leases, notes and other receivables                                |  |                              |     |   |      |   | (135 | )
|Net cash provided by (used in) investing activities                               |  |                              | 22   |   |      |   | (51  | )
|FINANCING ACTIVITIES                                                              |  |                              |      |   |      |   |      |  
|Repayment of debt                                                                 |  |                              | (35  | ) |      |   | (66  | )
|Payment of cash dividends (including return of capital)                           |  |                              |     |   |      |   | (35  | )
|Net cash used in financing activities                                             |  |                              | (35  | ) |      |   | (101 | )
|Net increase (decrease) in cash and cash equivalents                              |  |                              | 45   |   |      |   | (113 | )
|Cash and cash equivalents at beginning of year                                    |  |                              | 596  |   |      |   | 305  |  
|Cash and cash equivalents at end of period                                        |  | $                            | 641  |   |      | $ | 192  |  
|                                                                                  | 
|NON-CASH INVESTING AND FINANCING ACTIVITIES                                       |  |                              |      |   |      |   |      |  
|Net transfer from assets held for sale or re-lease                                |  | $                            | (65  | ) |      | $ | (31  | )
|                                                                                  | 
|Net transfer to notes receivable                                                  |  | $                            | 23   |   |      | $ |     |  
|                                                                                  | 
|Net transfer to equipment under operating leases                                  |  | $                            | 42   |   |      | $ | 51   |  
|                                                                                  | 
|Transfer to (from) finance leases                                                 |  | $                            | 6    |   |      | $ | (3   | )
|                                                                                  | 
|Transfer from other assets                                                        |  | $                            | (6   | ) |      | $ | (17  | )
|                                                                                  | 
|(Increase)/decrease in debt due to fair value hedge derivatives                   |  | $                            | (6   | ) |      | $ | 4    |  
|                                                                                  | 

See Notes to Condensed Consolidated Financial Statements.



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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
March 31, 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.

During the first quarter of 2009, under our intercompany borrowing and lending arrangement with Boeing, we loaned Boeing $150, which was repaid in
the same quarter. No amounts were outstanding under this arrangement at March 31, 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 March 31, 2010, we were the beneficiary
under $1,918 of guarantees from Boeing which mitigates our risk with respect to portfolio assets totaling $2,560.

Intercompany
guarantee amounts by type are summarized as follows:



|                                        |  |                  |       |                   |   |                  |  |                |       |  |   |      
|--------------------------------------- |  | ---------------- | ----- | ----------------- | - | ---------------- |  | -------------- | ----- |  | - | -----
|                                        |  | March 31, 2010   |       | December 31, 2009
|                                        |  | Guarantee
Amount |       | Carrying
Value    |   | Guarantee
Amount |  | Carrying
Value
|717 (out of production)                 |  | $                | 1,627 |                   | $ | 2,186            |  | $              | 1,637 |  | $ | 2,179
|Out of production single-aisle aircraft |  |                  | 163   |                   |   | 163              |  |                | 167   |  |   | 167  
|Out of production twin-aisle aircraft   |  |                  | 78    |                   |   | 111              |  |                | 78    |  |   | 113  
|Other, including other Boeing aircraft  |  |                  | 50    |                   |   | 100              |  |                | 47    |  |   | 91   
|                                        |  | $                | 1,918 |                   | $ | 2,560            |  | $              | 1,929 |  | $ | 2,550
|                                       

At March 31, 2010 and December 31, 2009,
Accounts with Boeing included deferred revenue of $66 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
three months ended March 31:



|                                                                      |  |      |    |   |      |   |    |  
|--------------------------------------------------------------------- |  | ---- | -- | - | ---- | - | -- | -
|                                                                      |  | 2010 |    |   | 2009 |  
|Applied to income                                                     |  | $    | 18 |   |      | $ | 20 |  
|Net change in deferred revenue                                        |  |      | (3 | ) |      |   | (8 | )
|Net cash received under intercompany guarantee and subsidy agreements |  | $    | 15 |   |      | $ | 12 |  
|                                                                      | 

For the three months ended March 31, 2010 and 2009, we recorded operating lease income from Boeing, exclusive of
guarantees and subsidies, of $2 and $5.

For the three months ended March 31, 2010 and 2009, we recorded new business volume of $2
and $153 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 three months ended
March 31:



|                                                           |  |      |     |   |      |   |     |  
|---------------------------------------------------------- |  | ---- | --- | - | ---- | - | --- | -
|                                                           |  | 2010 |     |   | 2009 |  
|Allowance for losses on receivables at beginning of period |  | $    | 71  |   |      | $ | 59  |  
|Provision for losses                                       |  |      | 3   |   |      |   | 5   |  
|Write-offs                                                 |  |      |    |   |      |   | (2  | )
|Recovery of write-offs                                     |  |      |    |   |      |   | 1   |  
|Allowance for losses on receivables at end of period       |  | $    | 74  |   |      | $ | 63  |  
|                                                           | 
|Allowance as a percentage of total receivables             |  |      | 2.7 | % |      |   | 2.2 | %

The carrying value of impaired receivables
consisted of the following:



|                                                        |  |               |     |                  |   |    
|------------------------------------------------------- |  | ------------- | --- | ---------------- | - | ---
|                                                        |  | March 31,2010 |     | December 31,2009
|Impaired receivables with specific impairment allowance |  | $             |    |                  | $ |   
|Impaired receivables with no specific allowance         |  |               | 142 |                  |   | 145
|Carrying value of impaired receivables                  |  | $             | 142 |                  | $ | 145
|                                                       

Non-Performing Assets

Non-performing assets (assets either not earning income on an accrual basis or equipment without a purchase commitment or current contractual lease
revenue) consisted of the following:



|                                                           |  |               |     |   |                  |   |     |  
|---------------------------------------------------------- |  | ------------- | --- | - | ---------------- | - | --- | -
|                                                           |  | March 31,2010 |     |   | December 31,2009 |  
|Assets placed on non-accrual status:                       |  |               |     |   |                  |   |     |  
|Receivables                                                |  | $             | 1   |   |                  | $ |    |  
|Equipment under operating leases,
net(1)                   |  |               | 77  |   |                  |   | 86  |  
|                                                           |  |               | 78  |   |                  |   | 86  |  
|Assets held for sale or re-lease,
net(1)                   |  |               | 66  |   |                  |   | 40  |  
|                                                           |  | $             | 144 |   |                  | $ | 126 |  
|                                                           | 
|Percent of non-performing receivables to total receivables |  |               |    | % |                  |   |    | %
|Percent of total non-performing assets to total portfolio  |  |               | 2.7 | % |                  |   | 2.2 | %



|(1) |  | At March 31, 2010 and December 31, 2009, equipment under operating leases of $402 and $295 and assets held for sale or re-lease of $168 and $271 are
not included in non-performing assets due to intercompany guarantees provided by Boeing.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Note 4 Investments

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



|                                |  |               |    |                     |   |                     |  |   |           |   |  |   |   
|------------------------------- |  | ------------- | -- | ------------------- | - | ------------------- |  | - | --------- | - |  | - | --
|March 31, 2010                  |  | AmortizedCost |    | GrossUnrealizedGain |   | GrossUnrealizedLoss |  |   | FairValue
|Available-for-sale investments: |  |               |    |                     |   |                     |  |   |           |   |  |   |   
|Marketable equity
securities    |  | $             | 20 |                     | $ | 1                   |  | $ | (4        | ) |  | $ | 17
|EETC                            |  |               | 6  |                     |   |                    |  |   |          |   |  |   | 6 
|Total                           |  | $             | 26 |                     | $ | 1                   |  | $ | (4        | ) |  | $ | 23
|                               
|                                |  |               |    |                    
|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 March 31, 2010, were
as follows:



|                           |  |      |   |           |   |  
|-------------------------- |  | ---- | - | --------- | - | -
|                           |  | Cost |   | FairValue
|Due in one year or less    |  | $    | 1 |           | $ | 1
|Due from one to five years |  |      | 4 |           |   | 4
|Due from five to ten years |  |      | 1 |           |   | 1
|Total                      |  | $    | 6 |           | $ | 6
|                          

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 March 31, 2010) |  | March 31,2010 |       | December 31,2009
|3.25% - 7.58% fixed rate notes due through 2019              |  | $             | 3,899 |                  | $ | 3,927
|1.49% floating rate note due in 2023                         |  |               | 25    |                  |   | 25   
|1.12% - 5.79% non-recourse notes due through 2013            |  |               | 59    |                  |   | 61   
|0.89% capital lease obligation due through 2015              |  |               | 59    |                  |   | 62   
|                                                             |  | $             | 4,042 |                  | $ | 4,075
|                                                            

At March 31, 2010, and December 31, 2009, we
had interest rate swaps which effectively convert debt of $1,475 and $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 March 31, 2010, we were in compliance with these covenants.



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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 March 31, 2010 do not require collateral or other security from either
party.

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



|                                                                    |  |              |    |                   |   |     |  
|------------------------------------------------------------------- |  | ------------ | -- | ----------------- | - | --- | -
|March 31, 2010                                                      |  | Other Assets |    | Other Liabilities |  
|Derivatives designated as hedging instruments - Interest rate swaps |  | $            | 28 |                   | $ | (8  | )
|                                                                    | 
|                                                                    |  |             
|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 months ended March 31, 2010, we did not hold any derivatives in cash flow hedging relationships, resulting in no effect to
Accumulated Other Comprehensive Income (AOCI) or the Statement of Operations. The following table summarizes the effect of our derivative instruments on AOCI and the Statement of Operations for the three months ended March 31, 2009:



|                                               |  |                        |   |                                        |                  |        |   |    |  
|---------------------------------------------- |  | ---------------------- | - | -------------------------------------- | ---------------- | ------ | - | -- | -
|                                               |  | Gain Recognizedin AOCI |   | Loss Reclassified fromAOCI into Income |                 
|                                               |  |                        |   | Location                               |                  | Amount |  
|Derivatives in cash flow hedging relationships |  |                        |   |                                        |                  |        |   |    |  
|Interest rate swaps (effective portion)        |  | $                      | 1 |                                        | Interest Expense |        | $ | (1 | )
|                                               | 

For the three months ended March 31, 2009, we recognized a gain of $1 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 March 31, 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 March 31, 2010, we and Boeing had unfunded financing commitments of $10,087, 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



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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. 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 March 31, 2010) is as follows:



|                            |  |       |       
|--------------------------- |  | ----- | ------
|                            |  | Total
|April through December 2010 |  | $     | 1,347 
|2011                        |  |       | 1,073 
|2012                        |  |       | 248   
|2013                        |  |       | 1,150 
|2014                        |  |       | 1,790 
|Thereafter                  |  |       | 4,479 
|                            |  | $     | 10,087
|                           

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 March 31, 2010
and December 31, 2009, and are categorized using the three levels of fair value hierarchy.



|                                |  |       |     |   |                                                              |   |                                             |  |   |                                        |   |  |   |  
|------------------------------- |  | ----- | --- | - | ------------------------------------------------------------ | - | ------------------------------------------- |  | - | -------------------------------------- | - |  | - | -
|March 31, 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    |  | $     | 17  |   |                                                              | $ | 17                                          |  | $ |                                       |   |  | $ | 
|EETC                            |  |       | 6   |   |                                                              |   |                                            |  |   |                                       |   |  |   | 6
|Interest rate swaps             |  |       | 28  |   |                                                              |   |                                            |  |   | 28                                     |   |  |   | 
|Total                           |  | $     | 51  |   |                                                              | $ | 17                                          |  | $ | 28                                     |   |  | $ | 6
|                               
|                                |  |       |     |  
|Liabilities                     |  |       |     |   |                                                              |   |                                             |  |   |                                        |   |  |   |  
|Interest rate swaps             |  | $     | (8  | ) |                                                              | $ |                                            |  | $ | (8                                     | ) |  | $ | 
|Total                           |  | $     | (8  | ) |                                                              | $ |                                            |  | $ | (8                                     | ) |  | $ | 
|                               
|                               
|                               
|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 Accumulated other comprehensive income (loss).



9



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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 Accumulated other comprehensive income (loss).

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.

The following tables present a reconciliation of Level 3 assets measured at fair value on a recurring basis
for the three months ended March 31:



|         |  |                            |    |                                  |   |                                            |  |                               |   |                   |   |                           |  |   |   |  |   |   
|-------- |  | -------------------------- | -- | -------------------------------- | - | ------------------------------------------ |  | ----------------------------- | - | ----------------- | - | ------------------------- |  | - | - |  | - | --
|2010     |  | Fair ValueBeginningof Year |    | UnrealizedGainsIncludedin Income |   | AccumulatedOtherComprehensiveIncome/(Loss) |  | Purchases,Sales, andIssuances |   | TransfersIn/(Out) |   | Fair Valueat End ofPeriod
|Assets   |  |                            |    |                                  |   |                                            |  |                               |   |                   |   |                           |  |   |   |  |   |   
|EETC     |  | $                          | 5  |                                  | $ |                                           |  | $                             | 1 |                   | $ |                          |  | $ |  |  | $ | 6 
|Total    |  | $                          | 5  |                                  | $ |                                           |  | $                             | 1 |                   | $ |                          |  | $ |  |  | $ | 6 
|        
|         |  |                            |    |                                  |   |                                            |  |                               |   |                   |   |                           |  |   |   |  |   |   
|2009    
|Assets   |  |                            |    |                                  |   |                                            |  |                               |   |                   |   |                           |  |   |   |  |   |   
|EETC     |  | $                          | 5  |                                  | $ |                                           |  | $                             | 1 |                   | $ |                          |  | $ |  |  | $ | 6 
|Warrants |  |                            | 10 |                                  |   | 1                                          |  |                               |  |                   |   |                          |  |   |  |  |   | 11
|Total    |  | $                          | 15 |                                  | $ | 1                                          |  | $                             | 1 |                   | $ |                          |  | $ |  |  | $ | 17
|        

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 three months ended March 31, and the carrying value and asset classification of the related assets
still held as of March 31:



|                                    |  |               |    |             |      |     |               |  |             |    |  |   |     |  
|----------------------------------- |  | ------------- | -- | ----------- | ---- | --- | ------------- |  | ----------- | -- |  | - | --- | -
|                                    |  | 2010          |    |             | 2009 |    
|                                    |  | CarryingValue |    | TotalLosses |      |     | CarryingValue |  | TotalLosses |   
|Assets                              |  |               |    |             |      |     |               |  |             |    |  |   |     |  
|Receivables(1)                      |  | $             |   |             | $    |    |               |  | $           | 4  |  | $ | (4  | )
|Equipment under operating
leases(2) |  |               | 33 |             |      | (9  | )             |  |             | 16 |  |   | (6  | )
|Assets held for sale or
re-lease(2) |  |               | 23 |             |      | (2  | )             |  |             | 8  |  |   | (1  | )
|Total                               |  | $             | 56 |             | $    | (11 | )             |  | $           | 28 |  | $ | (11 | )
|                                    | 



|(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 three months ended March 31, 2010,
losses on equipment under operating leases includes $4 which were offset by intercompany guarantees.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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:



|                                          |  |                |        |   |                   |   |        |                |  |   |            |   |  |   |        |  
|----------------------------------------- |  | -------------- | ------ | - | ----------------- | - | ------ | -------------- |  | - | ---------- | - |  | - | ------ | -
|                                          |  | March 31, 2010 |        |   | December 31, 2009 |  
|                                          |  | Carrying
Value |        |   | Fair
Value        |   |        | Carrying
Value |  |   | Fair
Value |  
|Assets                                    |  |                |        |   |                   |   |        |                |  |   |            |   |  |   |        |  
|Notes and other                           |  | $              | 687    |   |                   | $ | 718    |                |  | $ | 865        |   |  | $ | 892    |  
|Liabilities                               |  |                |        |   |                   |   |        |                |  |   |            |   |  |   |        |  
|Debt, excluding capital lease obligations |  | $              | (3,983 | ) |                   | $ | (4,170 | )              |  | $ | (4,013     | ) |  | $ | (4,197 | )
|Off-Balance Sheet Arrangements            |  |                |        |   |                   |   |        |                |  |   |            |   |  |   |        |  
|Guarantor obligations from us             |  | $              | (3     | ) |                   | $ | (3     | )              |  | $ | (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 March 31, 2010 and December 31, 2009 as reflected in the Consolidated Balance Sheets.

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 values. The fair values of
fixed rate notes are 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:



|            |  |                |       |                     |                   |   |                |   |                     |  |      
|----------- |  | -------------- | ----- | ------------------- | ----------------- | - | -------------- | - | ------------------- |  | -----
|            |  | March 31, 2010 |       |                     | December 31, 2009
|            |  | Carrying Value |       | % of TotalPortfolio |                   |   | Carrying Value |   | % of TotalPortfolio
|AirTran     |  | $              | 1,386 |                     | 25.8              | % |                | $ | 1,573               |  | 27.8%
|American    |  |                | 498   |                     | 9.2               |   |                |   | 517                 |  | 9.1  
|Continental |  |                | 471   |                     | 8.8               |   |                |   | 450                 |  | 8.0  
|Hawaiian    |  |                | 447   |                     | 8.3               |   |                |   | 449                 |  | 7.9  
|Mexicana    |  |                | 394   |                     | 7.3               |   |                |   | 295                 |  | 5.2  
|            |  | $              | 3,196 |                     | 59.4              | % |                | $ | 3,284               |  | 58.0%
|           

For the three months ended March 31, 2010 and
2009, AirTran Holdings, Inc. accounted for 21% and 21% of our revenue.



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Portfolio carrying values were represented in the following regions:



|                 |  |                |       |                     |                   |   |                |   |                     |  |       
|---------------- |  | -------------- | ----- | ------------------- | ----------------- | - | -------------- | - | ------------------- |  | ------
|                 |  | March 31, 2010 |       |                     | December 31, 2009
|                 |  | Carrying Value |       | % of TotalPortfolio |                   |   | Carrying Value |   | % of TotalPortfolio
|United States(1) |  | $              | 3,813 |                     | 70.8              | % |                | $ | 4,073               |  | 71.9% 
|Europe           |  |                | 654   |                     | 12.1              |   |                |   | 762                 |  | 13.4  
|Latin America    |  |                | 489   |                     | 9.1               |   |                |   | 394                 |  | 7.0   
|Asia/Australia   |  |                | 311   |                     | 5.8               |   |                |   | 319                 |  | 5.6   
|Other            |  |                | 116   |                     | 2.2               |   |                |   | 118                 |  | 2.1   
|                 |  | $              | 5,383 |                     | 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.
|--- |  | ---------------------------------------------------------------------------------------------------------

Portfolio carrying values were represented by the following product types:



|         |  |               |       |                  |   |      
|-------- |  | ------------- | ----- | ---------------- | - | -----
|         |  | March 31,2010 |       | December 31,2009
|717      |  | $             | 2,259 |                  | $ | 2,277
|757      |  |               | 881   |                  |   | 902  
|737      |  |               | 493   |                  |   | 559  
|767      |  |               | 455   |                  |   | 474  
|MD-11(1) |  |               | 393   |                  |   | 401  
|747      |  |               | 332   |                  |   | 343  
|MD-80    |  |               | 227   |                  |   | 231  
|777      |  |               | 141   |                  |   | 147  
|Other(2) |  |               | 202   |                  |   | 332  
|         |  | $             | 5,383 |                  | $ | 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:



|               |  |               |   |  |                 
|-------------- |  | ------------- | - |  | ----------------
|               |  | March 31,2010 |   |  | December 31,2009
|2005 and newer |  | 10.8          | % |  | 11.5%           
|2000  2004    |  | 63.8          |   |  | 63.1            
|1995  1999    |  | 11.6          |   |  | 11.3            
|1994 and older |  | 13.8          |   |  | 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



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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 March 31, 2010, our maximum future cash exposure
to loss associated with the loss sharing arrangement was $234, for which we have accrued a liability of $77.

The following table
reconciles the reserve under the loss sharing arrangement, which is included in Other Liabilities for the three months ended March 31:



|                               |  |      |    |      |   |   
|------------------------------ |  | ---- | -- | ---- | - | --
|                               |  | 2010 |    | 2009
|Reserve at beginning of period |  | $    | 77 |      | $ | 39
|Increase in reserve            |  |      |   |      |   | 9 
|Payments received from GECC    |  |      |   |      |   | 2 
|Reserve at end of period       |  | $    | 77 |      | $ | 50
|                              



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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 March 31, 2010, and the related condensed consolidated statements of operations, shareholders equity and comprehensive income, and cash flows for the three-month periods ended March 31, 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

April 21, 2010



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

Forward-Looking Information is Subject to Risk and Uncertainty

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, 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.

Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not
guarantees 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, and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------

Additional information concerning these and other factors can be found in our filings with the Securities and
Exchange Commission (SEC), including our most recent Annual Report on Form 10-K, 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 publicly update any forward-looking statement, except as required by law.

Overview

During the three months ended March 31, 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 first
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.



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At March 31, 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 March 31, 2010, we owned 270 commercial aircraft and one C-40 aircraft and had partial ownership or security interest in an additional 43 aircraft. Our portfolio
at March 31, 2010 decreased to $5.4 billion from $5.7 billion at December 31, 2009. The following table summarizes the net change in our total portfolio:



|                                      |  |                                  |      |   |                            |   |      |  
|------------------------------------- |  | -------------------------------- | ---- | - | -------------------------- | - | ---- | -
|(Dollars in millions)                 |  | Three Months EndedMarch 31,
2010 |      |   | Year EndedDecember 31,2009 |  
|New business volume                   |  | $                                | 3    |   |                            | $ | 766  |  
|Write-offs                            |  |                                  |     |   |                            |   | (12  | )
|Recovery of write-offs                |  |                                  |     |   |                            |   | 1    |  
|Transfer of assets                    |  |                                  | 3    |   |                            |   | 19   |  
|Asset impairment and other charges    |  |                                  | (13  | ) |                            |   | (91  | )
|Asset run off and prepayments         |  |                                  | (220 | ) |                            |   | (613 | )
|Asset dispositions                    |  |                                  | (5   | ) |                            |   | (220 | )
|Depreciation and amortization expense |  |                                  | (51  | ) |                            |   | (207 | )
|                                      | 
|Net change in portfolio balance       |  | $                                | (283 | ) |                            | $ | (357 | )
|                                      | 

At March 31, 2010 and December 31, 2009, we had $309 million and $385 million of assets that were held for
sale or re-lease, of which $244 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 $59 million are
scheduled to be returned off lease in the next 12 months. These aircraft are being remarketed or the leases are being extended.

Our net
income was $29 million for the three months ended March 31, 2010 compared with $18 million for the same period in 2009, an increase of $11 million.

Consolidated Results of Operations

Revenue

Revenue was $162 million for the three months ended March 31, 2010 compared with $163 million for the same period in 2009, a
decrease of $1 million.

Operating lease income was $97 million for the three months ended March 31, 2010, a decrease of $5 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 form of intercompany
guarantees our Operating lease income, which includes income applied to assets classified as held for re-lease, would have been $12 million and $20 million less than reported, for the three months ended March 31, 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 three months ended March 31, 2010, an increase of $5 million compared with the same period in 2009, primarily due to higher volume of asset sales.

Expenses

Expenses were $116 million for the
three months ended March 31, 2010 compared with $126 million for the same period in 2009, a decrease of $10 million.

Interest
expense was $41 million for the three months ended March 31, 2010, a decrease of $6 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
5.3% partially offset by a net increase in the balance of debt outstanding.



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The provision for losses was $3 million for the three months ended March 31, 2010, compared with
a provision of $5 million for the same period in 2009. The increase in our allowance through a provision for losses for the three months ended March 31, 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.

Other expense was $2 million for the three
months ended March 31, 2010, a decrease of $2 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 $17 million for the three months ended March 31, 2010, an increase of $3 million compared with the same period in 2009, primarily due to an increase in pre-tax income.

Loss on disposal of discontinued operations

For the three months ended March 31, 2010, we had no loss on disposal of discontinued operations. Loss on disposal of discontinued operations,
net of tax, was $5 million for the three months ended March 31, 2009, 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.

Liquidity and Capital Resources

Our cash and cash equivalents balance was $641 million at March 31, 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 three months ended March 31:



|                                                     |  |      |     |   |      |   |      |  
|---------------------------------------------------- |  | ---- | --- | - | ---- | - | ---- | -
|(Dollars in millions)                                |  | 2010 |     |   | 2009 |  
|Net cash provided by operating activities            |  | $    | 58  |   |      | $ | 39   |  
|Net cash provided by (used in) investing activities  |  |      | 22  |   |      |   | (51  | )
|Net cash used in financing activities                |  |      | (35 | ) |      |   | (101 | )
|                                                     | 
|Net increase (decrease) in cash and cash equivalents |  | $    | 45  |   |      | $ | (113 | )
|                                                     | 

Operating activities

During the three months ended March 31, 2010, net cash provided by operating activities included net income from operations of $29 million. We
had net adjustments for non-cash items of $44 million, which primarily related to depreciation expense. We also had a net decrease in cash due to changes in assets and liabilities of $15 million.

During the three months ended March 31, 2009, net cash provided by operating activities included net income from operations of $18 million. We
had net adjustments for non-cash items of $49 million, which primarily related to depreciation expense. We also had a net decrease in cash due to changes in assets and liabilities of $28 million.

Investing activities

During the three
months ended March 31, 2010, net cash provided by investing activities included payments of leases, notes and other receivables of $224 million, primarily offset by the purchase of $200 million in short-term investments.

During the three months ended March 31, 2009, net cash used in investing activities primarily included $135 million relating to the
origination of notes receivable offset by asset run off.

Financing activities

During the three months ended March 31, 2010, net cash used in financing activities included scheduled debt repayments of $35 million.



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During the three months ended March 31, 2009, net cash used in financing activities included
scheduled debt repayments of $66 million and cash dividends (including return of capital) to Boeing of $35 million.

Outstanding debt at
March 31, 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 three months ended March 31, 2010, we had no commercial paper borrowings outstanding. Our
leverage (ratio of debt to equity) at March 31, 2010 and December 31, 2009 was 5.6-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 $10.1 billion as of March 31, 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 March 31, 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.

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.

Credit Ratings

Our access to capital is affected by ratings of our debt by credit rating agencies. As a wholly owned finance company, our credit ratings are
closely tied to those of Boeing due to the support agreement entered into between Boeing and us in December 2003 in addition to transactional support and guarantees. Our ratings and spreads could be impacted positively or negatively by changing
perceptions of Boeing, the airline industry, the defense industry or of Boeings competitive position. It is possible that these changes could affect our access to the capital markets. We believe our access to the capital markets is adequate.

Our credit ratings are as follows:



|           |  |          |  |          |  |                  
|---------- |  | -------- |  | -------- |  | -----------------
|Debt       |  | Fitch    |  | Moodys  |  | Standard & Poors
|Long-term  |  | A+       |  | A2       |  | A                
|Outlook    |  | Negative |  | Negative |  | Stable           
|          
|Short-term |  | F1       |  | P-1      |  | A-1              
|          



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Additional Disclosures Regarding Allowance for Losses on Receivables

The following table reconciles the changes in the allowance for losses on receivables for the three months ended March 31, 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                                       |  |                     | 3   |   |                                            |   | 8                                        |  |   | 11   
|                                                          
|Allowance for losses on receivables at end of period       |  | $                   | 74  |   |                                            | $ | 239                                      |  | $ | 313  
|                                                          
|Allowance as a percentage of total receivables             |  |                     | 2.7 | % |                                            |   |                                          |  |   | 11.6%
|                                                           | 
|2009                                                       |  |                     |    
|Allowance for losses on receivables at beginning of period |  | $                   | 59  |   |                                            | $ | 210                                      |  | $ | 269  
|Provision for losses                                       |  |                     | 5   |   |                                            |   | 3                                        |  |   | 8    
|Write-offs                                                 |  |                     | (2  | ) |                                            |   |                                         |  |   | (2)  
|Recovery of write-offs                                     |  |                     | 1   |   |                                            |   |                                         |  |   | 1    
|Allowance for losses on receivables at end of period       |  | $                   | 63  |   |                                            | $ | 213                                      |  | $ | 276  
|                                                          
|Allowance as a percentage of total receivables             |  |                     | 2.2 | % |                                            |   |                                          |  |   | 9.4% 

Item 4T. 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 March 31, 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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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 15   |  | Letter From Independent Registered Public Accounting Firm Regarding Unaudited Interim Financial Information.                                                                                                                                                                
|             | 
|Exhibit 31.1 |  | Certification of President pursuant to Rules 13a-15(e) 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 Rules 13a-15(e) 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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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                                                                                                    
|               | 
|April 21, 2010 |  | /s/ KEVIN R. MILLISON                                                                                                         
|               |  | Kevin R. Millison Vice President and Chief
Financial Officer (Principal Financial Officer) and Registrants
Authorized Officer
|               | 
|April 21, 2010 |  | /s/ KEVIN J. MURPHY                                                                                                           
|               |  | Kevin J. Murphy Controller (Principal
Accounting Officer)                                                                     



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