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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 September 30, 2006

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)

(425) 965-4000

---

(Registrants telephone number, including area
code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

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

Large accelerated filer     ̈    Accelerated filer     ̈    Non-accelerated filer    x

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

No common stock is held by non-affiliates of the registrant. Common stock shares outstanding at October 23, 2006: 50,000 shares

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                                                               |  |     
|                                          |  |                                                         |  | 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   
|                                          |  |                                                         | 
|                                          |  | Item 2.                                                 |  | Managements Narrative Analysis of the Results of Operations                       |  | 14  
|                                          |  |                                                         | 
|                                          |  | Item 4.                                                 |  | Controls and Procedures                                                            |  | 19  
|                                          | 
|Part II. Other Information                |  |                                                        
|                                          |  |                                                         | 
|                                          |  | Item 1.                                                 |  | Legal Proceedings                                                                  |  | 20  
|                                          |  |                                                         | 
|                                          |  | Item 6.                                                 |  | Exhibits                                                                           |  | 20  
|                                          |  |                                                        
|                                          |  | Report of Independent Registered Public Accounting Firm |  | 21                                                                                
|                                          |  |                                                        
|                                          |  | Signatures                                              |  | 22                                                                                



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##### Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)



|                                                                                                |  |                   |       |   |                  |   |       |  
|----------------------------------------------------------------------------------------------- |  | ----------------- | ----- | - | ---------------- | - | ----- | -
|(Dollars in millions, except par value)                                                         |  | September 30,2006 |       |   | December 31,2005 |  
|ASSETS                                                                                          |  |                   |       |   |                  |   |       |  
|Cash and cash equivalents                                                                       |  | $                 | 538   |   |                  | $ | 297   |  
|Receivables:                                                                                    |  |                   |       |   |                  |   |       |  
|Finance leases                                                                                  |  |                   | 2,618 |   |                  |   | 2,768 |  
|Notes and other                                                                                 |  |                   | 1,799 |   |                  |   | 2,181 |  
|                                                                                                |  |                   | 4,417 |   |                  |   | 4,949 |  
|Allowance for losses on receivables                                                             |  |                   | (101  | ) |                  |   | (101  | )
|                                                                                                |  |                   | 4,316 |   |                  |   | 4,848 |  
|Equipment under operating leases, net                                                           |  |                   | 3,372 |   |                  |   | 3,940 |  
|Investments                                                                                     |  |                   | 105   |   |                  |   | 270   |  
|Assets held for sale or re-lease, net                                                           |  |                   | 334   |   |                  |   | 47    |  
|Other assets                                                                                    |  |                   | 91    |   |                  |   | 142   |  
|                                                                                                |  | $                 | 8,756 |   |                  | $ | 9,544 |  
|                                                                                                | 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                            |  |                   |       |   |                  |   |       |  
|Liabilities:                                                                                    |  |                   |       |   |                  |   |       |  
|Accounts payable and accrued expenses                                                           |  | $                 | 63    |   |                  | $ | 156   |  
|Other liabilities                                                                               |  |                   | 395   |   |                  |   | 384   |  
|Accounts with Boeing                                                                            |  |                   | 154   |   |                  |   | 147   |  
|Deferred income taxes                                                                           |  |                   | 1,267 |   |                  |   | 1,274 |  
|Debt                                                                                            |  |                   | 5,720 |   |                  |   | 6,322 |  
|                                                                                                |  |                   | 7,599 |   |                  |   | 8,283 |  
|Minority interest                                                                               |  |                   | 18    |   |                  |   | 5     |  
|Shareholders equity:                                                                           |  |                   |       |   |                  |   |       |  
|Common shares  $100 par value; authorized 100,000 shares; issued and outstanding 50,000 shares |  |                   | 5     |   |                  |   | 5     |  
|Additional paid-in capital                                                                      |  |                   | 1,107 |   |                  |   | 1,242 |  
|Accumulated other comprehensive income, net of tax                                              |  |                   | 1     |   |                  |   | 9     |  
|Retained earnings                                                                               |  |                   | 26    |   |                  |   |      |  
|                                                                                                |  |                   | 1,139 |   |                  |   | 1,256 |  
|                                                                                                |  | $                 | 8,756 |   |                  | $ | 9,544 |  
|                                                                                                | 

See Notes to Condensed Consolidated Financial Statements.



1



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##### Table of Contents

Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                                  |  |                                 |     |   |                                |   |     |      |  |   |      |   |  |   |     |  
|----------------------------------------------------------------- |  | ------------------------------- | --- | - | ------------------------------ | - | --- | ---- |  | - | ---- | - |  | - | --- | -
|                                                                  |  | Three Months EndedSeptember 30, |     |   | Nine Months EndedSeptember 30, |  
|(Dollars in millions)                                             |  | 2006                            |     |   | 2005                           |   |     | 2006 |  |   | 2005 |  
|REVENUE                                                           |  |                                 |     |   |                                |   |     |      |  |   |      |   |  |   |     |  
|Finance lease income                                              |  | $                               | 42  |   |                                | $ | 45  |      |  | $ | 141  |   |  | $ | 142 |  
|Interest income on notes receivable                               |  |                                 | 41  |   |                                |   | 43  |      |  |   | 134  |   |  |   | 132 |  
|Operating lease income                                            |  |                                 | 123 |   |                                |   | 124 |      |  |   | 378  |   |  |   | 374 |  
|Investment income                                                 |  |                                 | 53  |   |                                |   | 9   |      |  |   | 61   |   |  |   | 29  |  
|Net gain on disposal of assets                                    |  |                                 | 37  |   |                                |   | 1   |      |  |   | 47   |   |  |   | 24  |  
|Other income                                                      |  |                                 | 8   |   |                                |   | 8   |      |  |   | 23   |   |  |   | 27  |  
|                                                                  |  |                                 | 304 |   |                                |   | 230 |      |  |   | 784  |   |  |   | 728 |  
|EXPENSES                                                          |  |                                 |     |   |                                |   |     |      |  |   |      |   |  |   |     |  
|Interest expense                                                  |  |                                 | 88  |   |                                |   | 87  |      |  |   | 267  |   |  |   | 266 |  
|Depreciation expense                                              |  |                                 | 59  |   |                                |   | 62  |      |  |   | 184  |   |  |   | 183 |  
|Provision for (recovery of) losses                                |  |                                 | 3   |   |                                |   | 4   |      |  |   | 5    |   |  |   | (28 | )
|Operating expenses                                                |  |                                 | 13  |   |                                |   | 12  |      |  |   | 44   |   |  |   | 54  |  
|Asset impairment expense                                          |  |                                 | 5   |   |                                |   | 28  |      |  |   | 14   |   |  |   | 39  |  
|Other expense                                                     |  |                                 | 2   |   |                                |   | 9   |      |  |   | 3    |   |  |   | 24  |  
|                                                                  |  |                                 | 170 |   |                                |   | 202 |      |  |   | 517  |   |  |   | 538 |  
|Minority interest income (expense)                                |  |                                 | (12 | ) |                                |   |    |      |  |   | (13  | ) |  |   | 2   |  
|Income from continuing operations before provision for income tax |  |                                 | 122 |   |                                |   | 28  |      |  |   | 254  |   |  |   | 192 |  
|Provision for income tax                                          |  |                                 | 44  |   |                                |   | 13  |      |  |   | 86   |   |  |   | 72  |  
|Income from continuing operations                                 |  |                                 | 78  |   |                                |   | 15  |      |  |   | 168  |   |  |   | 120 |  
|Net loss on disposal of discontinued operations, net of tax       |  |                                 |    |   |                                |   | (2  | )    |  |   |     |   |  |   | (7  | )
|Net income                                                        |  | $                               | 78  |   |                                | $ | 13  |      |  | $ | 168  |   |  | $ | 113 |  
|                                                                  | 

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, 2005                                                 |  | $     | 1,404 |   |              | $ | 5                        |  | $ | 1,272                                      |   |  | $                | (25 | ) |                     | $ | 152  |   |  |   |     |  
|Non-cash capital contributions from Boeing                                 |  |       | 13    |   |              |   |                         |  |   | 13                                         |   |  |                  |    |   |                     |   |     |   |  |   |     |  
|Cash dividends to Boeing                                                   |  |       | (218  | ) |              |   |                         |  |   |                                           |   |  |                  |    |   |                     |   | (218 | ) |  |   |     |  
|Net income                                                                 |  |       | 113   |   |              |   |                         |  |   |                                           |   |  |                  |    |   |                     |   | 113  |   |  | $ | 113 |  
|Reclassification adjustment for losses realized in net income, net of tax  |  |       | 25    |   |              |   |                         |  |   |                                           |   |  |                  | 25  |   |                     |   |     |   |  |   | 25  |  
|Unrealized gain on derivative instruments, net of tax                      |  |       | 1     |   |              |   |                         |  |   |                                           |   |  |                  | 1   |   |                     |   |     |   |  |   | 1   |  
|Unrealized loss on investments, net of tax                                 |  |       | (9    | ) |              |   |                         |  |   |                                           |   |  |                  | (9  | ) |                     |   |     |   |  |   | (9  | )
|Balance at September 30, 2005                                              |  | $     | 1,329 |   |              | $ | 5                        |  | $ | 1,285                                      |   |  | $                | (8  | ) |                     | $ | 47   |   |  | $ | 130 |  
|                                                                           | 
|Balance at January 1, 2006                                                 |  | $     | 1,256 |   |              | $ | 5                        |  | $ | 1,242                                      |   |  | $                | 9   |   |                     | $ |     |   |  |   |     |  
|Non-cash capital contributions from Boeing                                 |  |       | 7     |   |              |   |                         |  |   | 7                                          |   |  |                  |    |   |                     |   |     |   |  |   |     |  
|Cash dividends to Boeing (including return of capital)                     |  |       | (284  | ) |              |   |                         |  |   | (142                                       | ) |  |                  |    |   |                     |   | (142 | ) |  |   |     |  
|Net income                                                                 |  |       | 168   |   |              |   |                         |  |   |                                           |   |  |                  |    |   |                     |   | 168  |   |  | $ | 168 |  
|Unrealized loss on investments and reclassification adjustment, net of tax |  |       | (8    | ) |              |   |                         |  |   |                                           |   |  |                  | (8  | ) |                     |   |     |   |  |   | (8  | )
|Balance at September 30, 2006                                              |  | $     | 1,139 |   |              | $ | 5                        |  | $ | 1,107                                      |   |  | $                | 1   |   |                     | $ | 26   |   |  | $ | 160 |  
|                                                                           | 

See Notes to Condensed Consolidated Financial Statements.



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Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                  |  |                                 |      |   |      |   |      |  
|--------------------------------------------------------------------------------- |  | ------------------------------- | ---- | - | ---- | - | ---- | -
|                                                                                  |  | Nine Months Ended September 30, |     
|(Dollars in millions)                                                             |  | 2006                            |      |   | 2005 |  
|OPERATING ACTIVITIES                                                              |  |                                 |      |   |      |   |      |  
|Net income                                                                        |  | $                               | 168  |   |      | $ | 113  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                 |      |   |      |   |      |  
|Depreciation and amortization expense                                             |  |                                 | 184  |   |      |   | 185  |  
|Net gain on disposal of discontinued operations                                   |  |                                 |     |   |      |   | (3   | )
|Net gain on disposal of assets                                                    |  |                                 | (47  | ) |      |   | (26  | )
|Provision for (recovery of) losses                                                |  |                                 | 5    |   |      |   | (28  | )
|Net (gain) loss on investments and derivative instruments                         |  |                                 | (54  | ) |      |   | 1    |  
|Asset impairment expense                                                          |  |                                 | 14   |   |      |   | 39   |  
|Share-based plans expense                                                         |  |                                 | 7    |   |      |   | 13   |  
|Other non-cash adjustments related to discontinued operations                     |  |                                 |     |   |      |   | 10   |  
|Change in deferred income taxes                                                   |  |                                 | (2   | ) |      |   | 83   |  
|Change in assets and liabilities:                                                 |  |                                 |      |   |      |   |      |  
|Other assets                                                                      |  |                                 | 23   |   |      |   | 36   |  
|Accrued interest and rents                                                        |  |                                 | 4    |   |      |   | 3    |  
|Accounts payable and accrued expenses                                             |  |                                 | (94  | ) |      |   | (69  | )
|Other liabilities and minority interest                                           |  |                                 | 23   |   |      |   | 14   |  
|Accounts with Boeing                                                              |  |                                 | 27   |   |      |   | 208  |  
|Other                                                                             |  |                                 | (2   | ) |      |   | (3   | )
|Net cash provided by operating activities                                         |  |                                 | 256  |   |      |   | 576  |  
|INVESTING ACTIVITIES                                                              |  |                                 |      |   |      |   |      |  
|Transfer of net assets from Boeing                                                |  |                                 |     |   |      |   | (178 | )
|Proceeds from available-for-sale investments                                      |  |                                 | 207  |   |      |   | 33   |  
|Purchase of equipment for operating leases                                        |  |                                 | (92  | ) |      |   | (103 | )
|Change in capitalizable costs in process                                          |  |                                 | (18  | ) |      |   |     |  
|Proceeds from disposition of equipment and receivables                            |  |                                 | 553  |   |      |   | 223  |  
|Principal payments of leases, notes and other receivables                         |  |                                 | 293  |   |      |   | 272  |  
|Origination of leases, notes and other receivables                                |  |                                 | (71  | ) |      |   | (343 | )
|Proceeds from disposal of discontinued operations                                 |  |                                 |     |   |      |   | 33   |  
|Proceeds from leases, notes and other receivables of discontinued operations      |  |                                 |     |   |      |   | 2    |  
|Net cash provided by (used in) investing activities                               |  |                                 | 872  |   |      |   | (61  | )
|FINANCING ACTIVITIES                                                              |  |                                 |      |   |      |   |      |  
|Repayment of debt                                                                 |  |                                 | (583 | ) |      |   | (521 | )
|Payment of cash dividends (including return of capital)                           |  |                                 | (284 | ) |      |   | (218 | )
|Repayment of note payable with Boeing Capital Services Corporation                |  |                                 | (20  | ) |      |   |     |  
|Net cash used in financing activities                                             |  |                                 | (887 | ) |      |   | (739 | )
|Net increase (decrease) in cash and cash equivalents                              |  |                                 | 241  |   |      |   | (224 | )
|Cash and cash equivalents at beginning of year                                    |  |                                 | 297  |   |      |   | 642  |  
|Cash and cash equivalents at end of period                                        |  | $                               | 538  |   |      | $ | 418  |  
|                                                                                  | 
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                                      |  |                                 |      |   |      |   |      |  
|Net transfer to assets held for sale or re-lease                                  |  | $                               | 761  |   |      | $ | 111  |  
|                                                                                  | 
|Net transfer from notes receivable                                                |  | $                               | (284 | ) |      | $ |     |  
|                                                                                  | 
|Net transfer to (from) equipment under operating leases                           |  | $                               | (425 | ) |      | $ | 464  |  
|                                                                                  | 
|Net transfer from finance leases                                                  |  | $                               | (15  | ) |      | $ | (508 | )
|                                                                                  | 
|Transfer from other assets                                                        |  | $                               | (37  | ) |      | $ |     |  
|                                                                                  | 
|Transfer from discontinued operations                                             |  | $                               |     |   |      | $ | (67  | )
|                                                                                  | 
|Offsetting changes in fair value hedge derivatives                                |  | $                               | 14   |   |      | $ | 47   |  
|                                                                                  | 

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 an indirect 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 September 30, 2006 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 2005 Annual Report on Form 10-K.

Certain amounts in prior periods have been reclassified to conform to the current periods presentation.

Note 2 Standards Issued and Not Yet Implemented

In June 2006, the Financial Accounting Standards Board issued Interpretation
No. 48, Accounting for Uncertainty in Income Taxes(FIN 48). FIN 48 prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This
Interpretation also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting
for income taxes in interim periods, and income tax disclosures. This Interpretation is effective as of January 1, 2007 and the cumulative effects, if any, of applying this Interpretation will be recorded as an adjustment to retained earnings
as of January 1, 2007. We are currently evaluating the impact of FIN 48 on our financial statements.

Note 3 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 on 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 as certain events of default and repossession. The loss sharing
arrangement provides that cumulative net losses (if any) are to be shared between us and GECC in accordance with the following formula: (i) with respect to the first $150 of cumulative net losses, we are liable to GECC for 80% of the amount
thereof (in such event GECC will bear 20% of such losses); (ii) with respect to cumulative net losses between $150 and $275, we are liable to GECC for 100% of such additional cumulative net losses; and (iii) if cumulative losses exceed
$275, GECC bears 100% of the loss risk above $275. At September 30, 2006, our maximum exposure to loss associated with the loss sharing arrangement was $219, for which we have accrued a liability of $93.



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##### Table of Contents

The following table reconciles the reserve under the loss sharing arrangement, which is included in Other
liabilities:



|                                      |  |                                    |    |                            |   |     |  
|------------------------------------- |  | ---------------------------------- | -- | -------------------------- | - | --- | -
|                                      |  | Nine MonthsEnded September 30,2006 |    | Year EndedDecember 31,2005 |  
|Reserve at beginning of period        |  | $                                  | 81 |                            | $ | 90  |  
|Increase in reserve                   |  |                                    | 4  |                            |   | 25  |  
|Payments received from (made to) GECC |  |                                    | 8  |                            |   | (34 | )
|Reserve at end of period              |  | $                                  | 93 |                            | $ | 81  |  
|                                      | 

During the nine months ended September 30, 2006, GECC paid to us an amount of $8 primarily due to the
reversal of losses previously recorded.

Note 4 Transactions with Boeing

Our mission is to arrange or, if necessary, provide for the financing of products manufactured by Boeing.

We have a number of general contractual arrangements with Boeing to facilitate our operations including, among others, an operating agreement (which contains certain tax sharing provisions), a support agreement and credit arrangements
allowing us to borrow under Boeings committed revolving line of credit agreements.

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.

At September 30, 2006, we were the beneficiary under $2,802 of guarantees from Boeing which mitigates our risk with respect to portfolio assets totaling $3,537.

Intercompany guarantee amounts by portfolio type are summarized as follows:



|                                      |  |                    |       |                   |   |                  |  |                |       |  |   |      
|------------------------------------- |  | ------------------ | ----- | ----------------- | - | ---------------- |  | -------------- | ----- |  | - | -----
|                                      |  | September 30, 2006 |       | December 31, 2005
|                                      |  | Guarantee Amount   |       | Carrying Value    |   | Guarantee Amount |  | Carrying Value
|Notes and finance lease receivables   |  | $                  | 1,795 |                   | $ | 2,364            |  | $              | 1,946 |  | $ | 3,115
|Equipment under operating leases, net |  |                    | 783   |                   |   | 920              |  |                | 945   |  |   | 1,136
|Investments                           |  |                    |      |                   |   |                 |  |                | 10    |  |   | 93   
|Assets held for sale or re-lease, net |  |                    | 224   |                   |   | 253              |  |                |      |  |   |     
|                                      |  | $                  | 2,802 |                   | $ | 3,537            |  | $              | 2,901 |  | $ | 4,344
|                                     

Intercompany guarantee amounts by aircraft type are summarized as follows:



|                                                    |  |                    |       |                   |   |                  |  |                |       |  |   |      
|--------------------------------------------------- |  | ------------------ | ----- | ----------------- | - | ---------------- |  | -------------- | ----- |  | - | -----
|                                                    |  | September 30, 2006 |       | December 31, 2005
|                                                    |  | Guarantee Amount   |       | Carrying Value    |   | Guarantee Amount |  | Carrying Value
|717 (out of production)                             |  | $                  | 1,874 |                   | $ | 2,511            |  | $              | 1,894 |  | $ | 2,524
|Out of production twin-aisle aircraft               |  |                    | 288   |                   |   | 374              |  |                | 293   |  |   | 402  
|Out of production single-aisle aircraft             |  |                    | 314   |                   |   | 302              |  |                | 322   |  |   | 322  
|Other, including other Boeing and regional aircraft |  |                    | 326   |                   |   | 350              |  |                | 392   |  |   | 1,096
|                                                    |  | $                  | 2,802 |                   | $ | 3,537            |  | $              | 2,901 |  | $ | 4,344
|                                                   



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In March 2006, Boeing paid us $96 associated with future unearned finance lease income and a partial
settlement of a guarantee on 24 717 aircraft. The amount was recorded as unearned income which is included in the balance of finance leases and will be recognized ratably over the remaining terms of the related finance leases. As a result of this
payment, our carrying value for these finance lease receivables is substantially the same as that of Boeing.

At September 30, 2006 and
December 31, 2005, Accounts with Boeing included $158 and $107 for deferred revenue associated with guarantee and subsidy settlements and terminations.

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



|                                                 |  |            |     |           |   |            |  |           |     |  |   |    
|------------------------------------------------ |  | ---------- | --- | --------- | - | ---------- |  | --------- | --- |  | - | ---
|                                                 |  | 2006       |     | 2005     
|                                                 |  | Guarantees |     | Subsidies |   | Guarantees |  | Subsidies
|Applied to income                                |  | $          | 23  |           | $ | 31         |  | $         | 21  |  | $ | 53 
|Payment for future unearned finance lease income |  |            | 96  |           |   |           |  |           | 2   |  |   |   
|Applied to reserves                              |  |            |    |           |   |           |  |           | 87  |  |   |   
|Net change in deferred revenue                   |  |            | 3   |           |   | 48         |  |           | 6   |  |   | 86 
|Net cash received under intercompany agreements  |  | $          | 122 |           | $ | 79         |  | $         | 116 |  | $ | 139
|                                                

For the nine months ended September 30, 2006 and 2005, we recorded operating lease income from Boeing,
exclusive of guarantees and subsidies, of $39 and $32.

For the nine months ended September 30, 2006 and 2005, we recorded new business volume
of $158 and $206 related to aircraft and equipment purchased from Boeing.

In the third quarter of 2006, we terminated our operating lease with
Boeing for a Boeing Business Jet, which was subsequently sold.

In May 2006, we repaid our $20 note payable to our parent, Boeing Capital Services
Corporation, an indirect wholly owned subsidiary of Boeing.

Note 5 Allowance for Losses on Receivables

The following table reconciles the allowance for losses on receivables for the nine months ended September 30:



|                                                           |  |      |     |   |      |   |      |  
|---------------------------------------------------------- |  | ---- | --- | - | ---- | - | ---- | -
|                                                           |  | 2006 |     |   | 2005 |  
|Allowance for losses on receivables at beginning of period |  | $    | 101 |   |      | $ | 240  |  
|Net reduction due to changes in default rates              |  |      | (8  | ) |      |   | (31  | )
|Provision due to changes in collateral value               |  |      | 14  |   |      |   | 54   |  
|Other, including asset run off                             |  |      | (1  | ) |      |   | (51  | )
|Write-offs, net of recoveries                              |  |      | (5  | ) |      |   | (120 | )
|Allowance transferred from Boeing                          |  |      |    |   |      |   | 6    |  
|Allowance for losses on receivables at end of period       |  | $    | 101 |   |      | $ | 98   |  
|                                                           | 
|Allowance as a percentage of total receivables             |  |      | 2.3 | % |      |   | 2.0  | %

The following table reconciles, on a pro forma basis, the changes in the allowance for losses on receivables
for the nine months ended September 30, calculated in accordance with our accounting



7



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policy if the impact of intercompany guarantees from Boeing were to be excluded. The exclusion of intercompany guarantees would increase the applicable exposure for
various receivables and would reduce the allowance for certain of our finance leases classified as operating leases by Boeing.



|                                                           |  |           |     |   |      |   |      |  
|---------------------------------------------------------- |  | --------- | --- | - | ---- | - | ---- | -
|                                                           |  | 2006      |     |   | 2005 |  
|                                                           |  | Pro Forma |    
|Allowance for losses on receivables at beginning of period |  | $         | 274 |   |      | $ | 402  |  
|Net reduction due to changes in default rates              |  |           | (11 | ) |      |   | (35  | )
|Provision due to changes in collateral value               |  |           | 51  |   |      |   | 118  |  
|Other, including asset run off                             |  |           | (21 | ) |      |   | (35  | )
|Write-offs, net of recoveries                              |  |           | (21 | ) |      |   | (201 | )
|Allowance for losses on receivables at end of period       |  | $         | 272 |   |      | $ | 249  |  
|                                                           | 
|Allowance as a percentage of total receivables (pro forma) |  |           | 5.7 | % |      |   | 5.0  | %

The carrying value of impaired receivables consisted of the following:



|                                                        |  |                   |       |                  |   |      
|------------------------------------------------------- |  | ----------------- | ----- | ---------------- | - | -----
|                                                        |  | September 30,2006 |       | December 31,2005
|Impaired receivables with specific impairment allowance |  | $                 | 40    |                  | $ | 47   
|Impaired receivables with no specific allowance         |  |                   | 1,135 |                  |   | 1,464
|Carrying value of impaired receivables                  |  | $                 | 1,175 |                  | $ | 1,511
|                                                       

At September 30, 2006 and December 31, 2005, allowance for losses on impaired receivables was $14
and $21.

United Air Lines, Inc. (United) emerged from bankruptcy on February 1, 2006. At September 30, 2006, $690 of Uniteds
receivables were classified as impaired until maturity since the effective interest rates for certain notes receivable that were restructured in 2003 were below market terms at the time of the restructuring. At December 31, 2005, $1,008 of
Uniteds receivables were classified as impaired.

Non-Performing Portfolio Assets

Non-performing portfolio 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:



|                                                          |  |                   |     |   |                  |   |     |  
|--------------------------------------------------------- |  | ----------------- | --- | - | ---------------- | - | --- | -
|                                                          |  | September 30,2006 |     |   | December 31,2005 |  
|Assets placed on non-accrual status:                      |  |                   |     |   |                  |   |     |  
|Receivables                                               |  | $                 | 118 |   |                  | $ | 127 |  
|Equipment under operating leases, net                     |  |                   | 163 |   |                  |   | 246 |  
|Investments                                               |  |                   | 81  |   |                  |   | 155 |  
|                                                          |  |                   | 362 |   |                  |   | 528 |  
|Assets held for sale or re-lease, net                     |  |                   | 1   |   |                  |   | 11  |  
|                                                          |  | $                 | 363 |   |                  | $ | 539 |  
|                                                          | 
|Percent of non-accrual receivables to total receivables   |  |                   | 2.7 | % |                  |   | 2.6 | %
|Percent of total non-performing assets to total portfolio |  |                   | 4.4 | % |                  |   | 5.9 | %

For the portfolio assets that were non-performing as of and during the nine months ended September 30,
2006, we recorded income of $15 based on cash received of $22. For the portfolio assets that were non-performing as of and during the nine months ended September 30, 2005, we recorded income of $27 based on cash received of $27.



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In addition we have other non-performing assets which have guarantees available to us from Boeing. As a result, we
continue to accrue income on receivables with a carrying value of $346 and assets held for sale or re-lease with a carrying value of $253.

Note 6 Investments

Available-for-sale securities consisted of the following:



|                                                                                |  |                   |     |   |                  |   |    
|------------------------------------------------------------------------------- |  | ----------------- | --- | - | ---------------- | - | ---
|                                                                                |  | September 30,2006 |     |   | December 31,2005
|Carrying value (estimated fair value)                                           |  | $                 | 104 |   |                  | $ | 269
|Amortized cost                                                                  |  |                   | 105 |   |                  |   | 258
|Net unrealized gain (loss) carried in Accumulated other comprehensive income(1) |  | $                 | (1  | ) |                  | $ | 11 
|                                                                               



|(1) |  | At September 30, 2006 and December 31, 2005, this included total unrealized losses
of $1 and $15. At December 31, 2005, this included unrealized gains of $26.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

During the nine months ended September 30,
2006, certain of our investments were sold or fully repaid at maturity for $180. We recognized Investment income of $54 relating to investments which had been previously written down and accounted for using the cost recovery method.

At September 30, 2006, an investment with a carrying value of $81 continues to be on non-accrual status and payments received on this investment have been
recorded using the cost recovery method.

Maturities, based upon scheduled principal repayments, of available-for-sale debt securities were as
follows at September 30, 2006:



|                           |  |                     |    
|-------------------------- |  | ------------------- | ---
|                           |  | EstimatedFair Value
|Due in one year or less    |  | $                   | 7  
|Due from one to five years |  |                     | 93 
|Due from five to ten years |  |                     | 3  
|Due after ten years        |  |                     | 1  
|                           |  | $                   | 104
|                          

Note 7 Debt

Debt, including the net effects of interest rate swap revaluation adjustments and unamortized deferred debt costs, consisted of the following:



|                                                            |  |                   |       |                  |   |      
|----------------------------------------------------------- |  | ----------------- | ----- | ---------------- | - | -----
|                                                            |  | September 30,2006 |       | December 31,2005
|3.25% - 7.64% fixed rate notes due through 2017             |  | $                 | 5,375 |                  | $ | 5,919
|5.86% - 7.16% floating rate notes due through 2023(1)       |  |                   | 129   |                  |   | 129  
|4.84% - 7.79% non-recourse notes due through 2013(1)        |  |                   | 77    |                  |   | 80   
|5.16% - 8.25% capital lease obligations due through 2015(1) |  |                   | 139   |                  |   | 194  
|                                                            |  | $                 | 5,720 |                  | $ | 6,322
|                                                           



|(1) |  | Interest rates on floating rate debt are the contractual interest rates at September 30,
2006.
|--- |  | ----------------------------------------------------------------------------------------------

At September 30, 2006 and December 31, 2005, we had interest rate swaps, which effectively convert $1,549 and
$2,047 of debt from fixed rate to floating rate and $92 and $189 from floating rate to fixed rate.



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The most restrictive provisions of various 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. As of and during the nine months ended September 30, 2006 we were in compliance in all material respects with these and our various other debt covenants.

Note 8 Share-Based Plans Expense

Share-based
plans expense principally relates to Performance Shares, which are stock units that are convertible to Boeing stock, on a one-to-one basis, contingent upon the Boeing stock price performance. Share-based plans expense is included in Operating
expenses since it is incentive compensation issued primarily to our executives. For the nine months ended September 30, 2006 and 2005, we recorded $7 and $13 of share-based plans expense.

Note 9 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

At December 31, 2005, Viacao Aerea Rio-Grandense (VARIG) accounted for $270 (2.9%) of our total portfolio. In July 2006, the bid of a third party in an
auction for certain assets of VARIG was ratified by the Brazilian Court. In August 2006, we and VARIG signed agreements to effectively terminate our lease agreements for eight aircraft. As a result, aircraft with a carrying value of $256 were
classified as held for sale or re-lease. All such aircraft are grounded in Brazil and efforts are underway to redeploy these aircraft. Boeing has provided us with first loss deficiency and partial rental guarantees covering $224 of the VARIG pre-
and post-petition obligations. At September 30, 2006, we had a liability of $11 for the expected cost of certain repairs, which is covered under our guarantees with Boeing. Taking into account the guarantees from Boeing, we do not expect the
VARIG bankruptcy to have a material adverse effect on our earnings, cash flows and/or financial position.

At September 30, 2006 and
December 31, 2005, Delta Air Lines, Inc. (Delta) accounted for $81 and $118 (1.0% and 1.3%) of our total portfolio. At September 30, 2006, the Delta portfolio consisted of an investment in an Enhanced Equipment Trust Certificate
(EETC) secured by 12 aircraft. On September 14, 2005, Delta and its consolidated subsidiaries filed for Chapter 11 bankruptcy protection on a consolidated basis. Delta retains certain rights by operating under Chapter 11 bankruptcy
protection, including the right to reject executory contracts with its creditors and return the related aircraft. On September 18, 2006, Delta fully paid at maturity one EETC held by us. To date, Delta has made the contractually required
payments relating to the remaining EETC held by us and has not rejected or returned the aircraft associated with the EETC. We do not expect that the Delta bankruptcy, including the possible return of some or all of the aircraft financed, will have a
material effect on our future earnings, cash flows and/or financial position.

At September 30, 2006 and December 31, 2005, Northwest
Airlines, Inc. (Northwest) accounted for $445 and $494 (5.4% and 5.4%) of our total portfolio. At September 30, 2006, the Northwest portfolio consisted of notes receivable on six aircraft, and three additional notes receivable. On
September 14, 2005, Northwest filed for Chapter 11 bankruptcy protection. Northwest retains certain



10



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##### Table of Contents

rights by operating under Chapter 11 bankruptcy protection, including the right to reject executory contracts with its creditors and return the related aircraft. We
have reached an agreement with Northwest on the restructure of certain obligations relating to the notes receivable. Northwest has filed a motion for bankruptcy court approval of the restructured terms, which motion is scheduled to be heard during
the fourth quarter of 2006. Taking into account the guarantees from Boeing on certain notes receivable from Northwest, we do not expect the Northwest bankruptcy, including the impact of any restructurings, to have a material effect on our future
earnings, cash flows and/or financial position.

In addition to the customers discussed above, certain other customers have requested a restructuring
of their transactions with us. We have not reached agreement on any other restructuring requests that would have a material adverse effect on our earnings, cash flows and/or financial position.

Commitments

At September 30, 2006, we had unfunded financing
commitments of $550, and Boeing had unfunded commercial aircraft financing commitments of $7,750, consisting of both firm and contingent contracts. 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 in 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. To the extent we are obligated to provide financing, such financing generally includes participation by engine manufacturers which further reduces our obligation.
Therefore, the reported amount of commitments does not necessarily represent a future net cash requirement. However, we expect to ultimately provide funding for those commitments which are exercised, whether they are Boeing or our commitments. If
there were requirements to fund all Boeing commitments totaling $7,750, the timing in which these commitments may be funded (based on estimated earliest delivery dates) is as follows:



| |  |  | up to $1,250 in less than one year,
| | - |  | -----------------------------------

| |  |  | an additional $3,450 in one to three years,
| | - |  | -------------------------------------------

| |  |  | an additional $2,500 in four to five years and
| | - |  | ----------------------------------------------

| |  |  | an additional $550 after five years.
| | - |  | ------------------------------------

If we were
required to fund all of our commitments totaling $550, the timing in which these commitments may be funded (based on estimated earliest delivery dates) is as follows:



| |  |  | up to $250 in less than one year,
| | - |  | ---------------------------------

| |  |  | an additional $250 in one to three years and
| | - |  | --------------------------------------------

| |  |  | an additional $50 in four to five years.
| | - |  | ----------------------------------------

Note 10 Off-Balance Sheet Arrangements

Variable Interests in Unconsolidated Entities

At September 30, 2006, our maximum exposure to economic loss from our EETCs is $104. At September 30, 2006, the EETC investments had total assets of $525 ($3,985 at December 31, 2005) and
total debt of $421 ($3,716 at December 31, 2005). This debt is non-recourse to us and includes $404 that is senior to our investments. For the nine months ended September 30, 2006, we recorded investment income of $2 and received cash of
$7 related to these investments.



11



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##### Table of Contents

Note 11 Concentrations

Generally, each asset in our portfolio is backed both by the value of the equipment that we have financed and by a particular customers credit. Our risk is that both a customer defaults and the
current market value of the related equipment does not equal or exceed the amount of our investment. That risk is sometimes mitigated by cross-collateralization or other transactional features. Our risk on certain transactions has been mitigated in
part by transactional support provided by Boeing; that support itself is concentrated on financing of the 717 aircraft in our portfolio. Consistent with our mission, our portfolio is concentrated in Boeing equipment financed for Boeing customers.
However, because our risk of loss is determined by many factors, the single-factor analyses of our portfolio shown below should not be interpreted as defining our concentrations of risk.

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



|          |  |                    |       |                     |                   |   |                |   |                     |  |      |  
|--------- |  | ------------------ | ----- | ------------------- | ----------------- | - | -------------- | - | ------------------- |  | ---- | -
|          |  | September 30, 2006 |       |                     | December 31, 2005 |  
|          |  | Carrying Value     |       | % of TotalPortfolio |                   |   | Carrying Value |   | % of TotalPortfolio | 
|AirTran   |  | $                  | 1,611 |                     | 19.6              | % |                | $ | 1,679               |  | 18.2 | %
|United    |  |                    | 758   |                     | 9.2               |   |                |   | 1,080               |  | 11.7 |  
|American  |  |                    | 692   |                     | 8.4               |   |                |   | 729                 |  | 7.9  |  
|Midwest   |  |                    | 624   |                     | 7.6               |   |                |   | 552                 |  | 6.0  |  
|Northwest |  |                    | 445   |                     | 5.4               |   |                |   | 494                 |  | 5.4  |  
|          |  | $                  | 4,130 |                     | 50.2              | % |                | $ | 4,534               |  | 49.2 | %
|          | 

At September 30, 2006 and December 31, 2005, our AirTran Holdings, Inc. (AirTran) portfolio
consisted of leases on 77 and 75 717 aircraft and an EETC with a carrying value of $23 and $21.

At September 30, 2006 and December 31,
2005, our United portfolio consisted of security interests in 9 and 13 777 aircraft, security interests in two 767 aircraft and an ownership and security interests in five 757 aircraft.

At September 30, 2006 and December 31, 2005, our American Airlines, Inc. (American) portfolio consisted of leases on 39 MD-83 aircraft and four MD-82 aircraft, subordinated debt in one 777
aircraft, and secured loans on nine 767 aircraft and two 777 aircraft. At September 30, 2006, we also have liens on other assets securing Americans obligations to us.

At September 30, 2006 and December 31, 2005, our Midwest Airlines, Inc. (Midwest) portfolio consisted of leases on 25 and 22 717 aircraft.

For the nine months ended September 30, 2006 and 2005, one customer accounted for 13% of our revenue.

Portfolio carrying values were represented in the following regions:



|                 |  |                    |       |                     |                   |   |                |   |                     |  |       |  
|---------------- |  | ------------------ | ----- | ------------------- | ----------------- | - | -------------- | - | ------------------- |  | ----- | -
|                 |  | September 30, 2006 |       |                     | December 31, 2005 |  
|                 |  | Carrying Value     |       | % of TotalPortfolio |                   |   | Carrying Value |   | % of TotalPortfolio | 
|United States(1) |  | $                  | 6,297 |                     | 76.5              | % |                | $ | 6,783               |  | 73.7  | %
|Europe           |  |                    | 1,071 |                     | 13.0              |   |                |   | 1,171               |  | 12.7  |  
|Asia/Australia   |  |                    | 530   |                     | 6.5               |   |                |   | 624                 |  | 6.8   |  
|Latin America    |  |                    | 198   |                     | 2.4               |   |                |   | 490                 |  | 5.3   |  
|Other            |  |                    | 132   |                     | 1.6               |   |                |   | 138                 |  | 1.5   |  
|                 |  | $                  | 8,228 |                     | 100.0             | % |                | $ | 9,206               |  | 100.0 | %
|                 | 



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



12



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##### Table of Contents

Portfolio carrying values were represented by the following product types:



|         |  |                   |       |                  |   |      
|-------- |  | ----------------- | ----- | ---------------- | - | -----
|         |  | September 30,2006 |       | December 31,2005
|717      |  | $                 | 2,620 |                  | $ | 2,634
|757      |  |                   | 1,204 |                  |   | 1,222
|767      |  |                   | 772   |                  |   | 907  
|777      |  |                   | 727   |                  |   | 1,048
|MD-11    |  |                   | 652   |                  |   | 689  
|737      |  |                   | 600   |                  |   | 737  
|747      |  |                   | 475   |                  |   | 504  
|MD-80    |  |                   | 391   |                  |   | 412  
|Other(1) |  |                   | 787   |                  |   | 1,053
|         |  | $                 | 8,228 |                  | $ | 9,206
|        



|(1) |  | Includes receivables, stock, equipment and aircraft. 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), are categorized as follows:



|               |  |                   |   |  |                  |  
|-------------- |  | ----------------- | - |  | ---------------- | -
|               |  | September 30,2006 |   |  | December 31,2005 |  
|2000 and newer |  | 66.8              | % |  | 67.4             | %
|1995 - 1999    |  | 14.6              |   |  | 13.0             |  
|1990 - 1994    |  | 10.0              |   |  | 9.8              |  
|1989 and older |  | 8.6               |   |  | 9.8              |  
|               |  | 100.0             | % |  | 100.0            | %
|               | 



13



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##### Table of Contents

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

Forward-Looking Information is Subject
to Risk and Uncertainty

Certain statements in this report may constitute forward-looking statements within the meaning of the
Private Litigation Reform Act of 1995. Words such as expects, intends, plans, projects, believes, estimates, and similar expressions are used to identify these forward-looking
statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be
accurate. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these statements speak only as of the date they were made and we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Our actual results and future trends may differ materially depending on a variety of factors, including:



| |  |  | general economic conditions, which includes changes to fuel prices and business trends, particularly those affecting the airline industry (including air traffic growth
rates, the impact of bankruptcies or restructurings on certain commercial airline customers, and 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 level of financing opportunities and transactional or other financial support made
available to us by Boeing and the ending of production of certain aircraft programs;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to meet our current contractual obligations;
| | - |  | --------------------------------------------------------



| |  |  | continued competition from numerous providers of financing solutions in the commercial aircraft and space and defense markets;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | the adequacy of coverage of our allowance for receivable losses;
| | - |  | ----------------------------------------------------------------



| |  |  | volatility in our earnings due to the timing of asset sales and fluctuations in our portfolio size; and
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | other risk factors listed from time to time in our filings with the Securities and Exchange Commission.
| | - |  | -------------------------------------------------------------------------------------------------------

Please see Item 1A Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and Item 1A Risk Factors of
our Annual Report on Form 10-K for the year ended December 31, 2005 for a description of risks and uncertainties that could cause our actual results to differ materially from the expectations reflected in our forward-looking statements.

Overview

During the nine months ended September 30,
2006, we continued to focus on supporting Boeings major businesses and managing our overall financial exposures.

At September 30, 2006,
our portfolio consisted of finance leases, notes and other receivables, equipment under operating leases, investments, and assets held for sale or re-lease. At September 30, 2006, we owned 316 commercial aircraft and four C-40 aircraft and had
partial ownership or security interest in an additional 74 commercial aircraft, including those owned as part of our investments in Enhanced Equipment Trust Certificates (EETC) and other financing structures.



14



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##### Table of Contents

Our portfolio at September 30, 2006 decreased to $8.2 billion from $9.2 billion at December 31, 2005. The
following table summarizes the net change in our total portfolio:



|                                              |  |                                     |      |      |                            |   |      |     
|--------------------------------------------- |  | ----------------------------------- | ---- | ---- | -------------------------- | - | ---- | ----
|(Dollars in millions)                         |  | Nine Months EndedSeptember 30, 2006 |      |      | Year EndedDecember 31,2005 |  
|New business volume                           |  | $                                   | 200  |      |                            | $ | 601  |     
|Charge-off due to customer restructuring      |  |                                     | (7   | )    |                            |   | (200 | )   
|Transfer of assets of discontinued operations |  |                                     |     |      |                            |   | 67   |     
|Asset impairment                              |  |                                     | (14  | )    |                            |   | (89  | )(1)
|Asset run off                                 |  |                                     | (464 | )(2) |                            |   | (381 | )   
|Asset dispositions                            |  |                                     | (509 | )    |                            |   | (228 | )   
|Depreciation expense                          |  |                                     | (184 | )    |                            |   | (244 | )   
|Net change in portfolio balance               |  | $                                   | (978 | )    |                            | $ | (474 | )   
|                                              | 



|(1) |  | Asset impairment does not include our interest in collateral which has been classified as
Other assets in our Condensed Consolidated Balance Sheets.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Asset run off includes $96 million, net of amortization, associated with future unearned
finance lease income and a partial settlement of guarantees with Boeing.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

During the third quarter of 2006, aircraft with a
carrying value of $256 million were reclassified from equipment under operating leases to assets held for sale or re-lease. At September 30, 2006 and December 31, 2005, we had $334 million and $47 million of assets that were held for sale
or re-lease, of which $79 million and $6 million had firm contracts to be sold or placed on lease. Additionally, leases with a carrying value of approximately $97 million are scheduled to terminate in the next 12 months. The related aircraft are
being remarketed and $13 million were subject to firm contracts at September 30, 2006.

Consolidated Results of Operations

Our net income was $168 million for the nine months ended September 30, 2006 compared with $113 million for the same period in 2005, an increase of $55
million. The increase in our net income was primarily due to an increase in investment income, an increase in net gain on disposal of assets, lower other expenses, lower asset impairment expense, and lower operating expenses. In 2005 we had a
recovery of allowance for losses on receivables that did not recur in 2006.

Operating lease incomefor the nine months ended
September 30, 2006 was $378 million compared with $374 million for the same period in 2005, an increase of $4 million. The increase was primarily due to a marginal increase in lease rates for the nine months ended September 30, 2006
compared with the same period in 2005. During the nine months ended September 30, 2006, we had a decrease in the weighted average balance of equipment under operating leases primarily due to classification of certain aircraft as held for sale
or re-lease and the sale of certain aircraft during the third quarter of 2006.

Interest income on notes receivablefor the nine months ended
September 30, 2006 was $134 million compared with $132 million for the same period in 2005, an increase of $2 million. The increase was primarily due to an increase in the underlying weighted average effective interest rates on our variable
rate notes receivable to 9.1% from 8.0%. During the nine months ended September 30, 2006, we had a decrease in the weighted average balance of our notes receivable portfolio due to the sale of certain of our notes receivable.



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Investment incomefor the nine months ended September 30, 2006 was $61 million compared with $29
million for the same period in 2005, an increase of $32 million. The increase was primarily due to $54 million of income realized on sale or repayment at maturity of certain investments which had been previously written down and accounted for on a
cost recovery method. During the nine months ended September 2006, we had a decrease in investment income of $20 million due to placing certain of our investments on non-accrual status in September 2005.

Net gain on disposal of assetsfor the nine months ended September 30, 2006 was $47 million compared with $24 million for the same period in 2005, an
increase of $23 million. The net gain on disposal for the nine months ended September 30, 2006 was primarily due to the sale of 17 aircraft and the sale of certain investments in notes receivable. The net gain on disposal for the nine months
ended September 30, 2005 was primarily due to the sale of four aircraft.

Other income for the nine months ended September 30, 2006
was $23 million compared with $27 million for the same period in 2005, a decrease of $4 million. This decrease was primarily due to fees related to an expired financing commitment in 2005 that did not recur in 2006. During the nine months ended
September 2006, we had higher income on short-term investments primarily due to an increase in the underlying weighted average effective interest rates compared to the same period in 2005.

Provision for (recovery of) losses for the nine months ended September 30, 2006 was a provision of $5 million compared with a net recovery of $28 million for the same period in 2005. For the
nine months ended September 30, 2006 and 2005, we recorded a provision to adjust the allowance for losses on loan and finance lease receivables to a level we deemed adequate to cover probable losses. For the nine months ended September 30,
2005, we had a net recovery through provision for losses primarily due to the emergence of one of our customers from bankruptcy.

Operating
expenses, which consists of general and administrative expenses, for the nine months ended September 30, 2006 were $44 million compared with $54 million for the same period in 2005, a decrease of $10 million. This decrease was
primarily due to lower share-based plans expense of $6 million and lower compensation expense of $2 million.

Asset impairment expense for the
nine months ended September 30, 2006 was $14 million compared with $39 million for the same period in 2005, a decrease of $25 million. For the nine months ended September 30, 2006, we wrote down the carrying value of certain aircraft based
on their reduced projected cash flows. For the nine months ended September 30, 2005, we reduced the carrying value of certain of our investments due to an other-than-temporary impairment of $53 million, partially offset by the value of other
collateral in the amount of $27 million. In addition during the nine months ended September 30, 2005, we reduced the carrying value of certain leased and held for sale or re-lease aircraft by $13 million based on their reduced projected cash
flows.

Other expense for the nine months ended September 30, 2006 was $3 million compared with $24 million for the same period in 2005,
a decrease of $21 million. This decrease was primarily due to lower aircraft delivery, maintenance and modification expense.

Minority interestincome (expense) for the nine months ended September 30, 2006 was an expense of $13 million compared with income of $2 million for the same period in 2005, an increase in minority interest expense of $15 million primarily due to our joint
venture partners share of the gain on sale of certain aircraft held in a joint venture.

Provision for income taxfor the nine months
ended September 30, 2006 was $86 million compared with $72 million for the same period in 2005, an increase of $14 million. This increase was primarily due to an increase in pre-tax income, partially offset by a nonrecurring tax settlement with
Boeing under our intercompany tax sharing arrangement and a decrease in the effective state income tax rate.



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Liquidity and Capital Resources

Our total cash and cash equivalents were $538 million at September 30, 2006, an increase from $297 million at December 31, 2005. The following is a summary of the change in our cash and cash equivalents for the nine months ended
September 30:



|                                                     |  |      |      |   |      |   |      |  
|---------------------------------------------------- |  | ---- | ---- | - | ---- | - | ---- | -
|(Dollars in millions)                                |  | 2006 |      |   | 2005 |  
|Net cash provided by operating activities            |  | $    | 256  |   |      | $ | 576  |  
|Net cash provided by (used in) investing activities  |  |      | 872  |   |      |   | (61  | )
|Net cash used in financing activities                |  |      | (887 | ) |      |   | (739 | )
|Net increase (decrease) in cash and cash equivalents |  | $    | 241  |   |      | $ | (224 | )
|                                                     | 

Operating activities

During the nine months ended September 30, 2006, net cash provided by operating activities included net income from operations of $168 million. We had adjustments and non-cash items of $107 million which primarily related to
depreciation, partially offset by realized income from the sale or repayment at maturity of investments and gain on disposal of assets. We also had a decrease in our net operating assets and liabilities of $19 million.

During the nine months ended September 30, 2005, net cash provided by operating activities included net income from operations of $113 million. We had
adjustments and non-cash items of $274 million which primarily related to depreciation and deferred income taxes. We also had an increase in our net operating assets and liabilities of $189 million which included $91 million for guarantee and
subsidy settlements with Boeing, $18 million for unearned lease income from Boeing and $18 million for income taxes.

Investing activities

During the nine months ended September 30, 2006, net cash provided by investing activities included $207 million primarily from the sale or scheduled repayment
of certain of our investments, $297 million from the sale of certain notes receivable and $256 million for the sale of certain aircraft. Net cash provided by investing activities also included $96 million from Boeing associated with future unearned
finance lease income and a partial settlement of a guarantee on 24 717 aircraft. The amount recorded as unearned income will be recognized ratably over the remaining terms of the related finance leases.

During the nine months ended September 30, 2005, net cash used in investing activities included $178 million payable to Boeing for the purchase of a
participation in an EETC investment and certain other rights.

Financing activities

During the nine months ended September 30, 2006, we made debt repayments of $583 million and paid cash dividends (including return of capital) to Boeing of $284 million.

During the nine months ended September 30, 2005, we made debt repayments of $521 million and paid cash dividends to Boeing of $218 million.

Outstanding debt at September 30, 2006 and December 31, 2005 was $5.7 billion and $6.3 billion. During the nine months ended September 30, 2006, we
did not issue any new debt and had no commercial paper borrowings outstanding. Our leverage (ratio of debt to equity) at September 30, 2006 and December 31, 2005 was 5.0 to 1.



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Capital Resources

We
have liquidity requirements, primarily to fund financing commitments, meet debt obligations and fund our operating expenses. We plan to satisfy these liquidity needs from the following sources:



| |  |  | cash from operations and other receipts from our portfolio,
| | - |  | -----------------------------------------------------------

| |  |  | issuance of commercial paper and other debt,
| | - |  | --------------------------------------------

| |  |  | asset sales and securitization, and
| | - |  | -----------------------------------

| |  |  | funding from Boeing.
| | - |  | --------------------

We believe our internally
generated liquidity, together with access to external capital resources or funding from Boeing, will be sufficient to satisfy existing commitments and plans, and also provide adequate financial flexibility to meet potential business funding
requirements should they arise within the next year. If this does not prove to be correct, we would be required to access other forms of liquidity, sell assets and/or limit new business volume.

We have $1.5 billion of unused borrowing capacity under Boeings committed revolving credit line agreements that serve as a back-up facility for the issuance
of commercial paper.

Risks that could affect our sources of liquidity include among others:



| |  |  | a severe or prolonged downturn in the economy,
| | - |  | ----------------------------------------------

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

| |  |  | disruptions or declines 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. These risks include, among others, the exposure in our portfolio; general market
conditions, especially those associated with our customers; and our ability to access the global capital markets.

Credit Ratings

Our access to capital at rates that allow for a reasonable return on new business can be 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 and transactional support and guarantees. Our ratings and spreads could be impacted
positively or negatively by changing perceptions of Boeing, which in turn may reflect changing views of the airline industry or the defense industry or of Boeings competitive positions in them. It is possible that these changes could affect
our access to the capital markets. We believe our access to the capital markets is adequate.

We have the following credit ratings as of the filing
date of this report:



|           |  |                   |  |                          |  |              
|---------- |  | ----------------- |  | ------------------------ |  | -------------
|Debt       |  | Standard & Poors |  | Moodys InvestorsService |  | Fitch Ratings
|Short-term |  | A-1               |  | P-1                      |  | F-1          
|Senior     |  | A                 |  | A2                       |  | A+           

On March 15, 2006, Moodys Investors Service upgraded its ratings on debt securities issued by
Boeing and us. The short-term rating was changed to P-1 from P-2 and the senior rating was changed to A2 from A3.

On May 11, 2006,
Standard & Poors revised its outlook on Boeing and us to positive from stable.

Although credit ratings may impact the rate at which
we can borrow funds, a credit rating is not a recommendation to buy, sell or hold securities. In addition, a credit rating is subject to revision or withdrawal at any time by the assigning rating organization.



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Standards Issued and Not Yet Implemented

See Note 2 for discussion of Standards Issued and Not Yet Implemented.

Item 4. Controls and Procedures



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

Our
principal executive officer and principal financial officer, based on their evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report
on Form 10-Q, have concluded that our disclosure controls and procedures are effective for ensuring 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 Securities and Exchange Commissions rules and forms.



|(b) |  | Change in Internal Controls over Financial Reporting
|--- |  | ----------------------------------------------------

There were no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2006 that have materially affected, or are reasonably likely to materially affect, our internal controls over
financial reporting.



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##### Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 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.



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of

Boeing Capital Corporation

Renton, Washington

We have reviewed the accompanying condensed consolidated balance sheet of Boeing Capital Corporation and subsidiaries (the Company) as of
September 30, 2006, and the related condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 2006 and 2005, and of shareholders equity and comprehensive income, and of cash flows
for the nine-month periods ended September 30, 2006 and 2005. 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, 2005, 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 24, 2006, 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, 2005 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

October 20, 2006



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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                                                                                  
|                 | 
|October 25, 2006 |  | /s/ RUSSELL A. EVANS                                                                                        
|                 |  | Russell A. Evans                                                                                            
|                 |  | Vice President and Chief Financial Officer (Principal Financial Officer) and Registrants Authorized Officer
|                 | 
|October 25, 2006 |  | /s/ KEVIN J. MURPHY                                                                                         
|                 |  | Kevin J. Murphy                                                                                             
|                 |  | Controller (Principal Accounting Officer)                                                                   



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