##### Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended March 31, 2008

OR



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

For the transition period from  to

Commission
file number 0-10795

BOEING CAPITAL CORPORATION



(Exact name of registrant as specified
in its charter)





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



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

(425) 965-4000



(Registrants telephone number,
including area code)





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

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

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



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

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

No common stock is held by non-affiliates of the registrant.
Common stock shares outstanding at April 22, 2008: 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                       |  | 11  
|                                          |  |                                                                | 
|                                          |  | Item 4.                                                        |  | Controls and Procedures                                                            |  | 15  
|                                          | 
|Part II. Other Information                |  |                                                               
|                                          |  |                                                                | 
|                                          |  | Item 1.                                                        |  | Legal Proceedings                                                                  |  | 16  
|                                          |  |                                                                | 
|                                          |  | Item 6.                                                        |  | Exhibits                                                                           |  | 16  
|                                          |  |                                                               
|                                          |  | Review Report of Independent Registered Public Accounting Firm |  | 17                                                                                
|                                          |  |                                                               
|                                          |  | Signatures                                                     |  | 18                                                                                



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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)                                                         |  | March 31,2008 |       |   | December 31,2007 |  
|ASSETS                                                                                          |  |               |       |   |                  |   |       |  
|Cash and cash equivalents                                                                       |  | $             | 637   |   |                  | $ | 463   |  
|Receivables:                                                                                    |  |               |       |   |                  |   |       |  
|Finance leases                                                                                  |  |               | 2,244 |   |                  |   | 2,273 |  
|Notes and other                                                                                 |  |               | 681   |   |                  |   | 714   |  
|                                                                                                |  |               | 2,925 |   |                  |   | 2,987 |  
|Allowance for losses on receivables                                                             |  |               | (57   | ) |                  |   | (74   | )
|                                                                                                |  |               | 2,868 |   |                  |   | 2,913 |  
|Accounts with Boeing                                                                            |  |               | 43    |   |                  |   |      |  
|Equipment under operating leases, net                                                           |  |               | 3,305 |   |                  |   | 3,315 |  
|Investments                                                                                     |  |               | 7     |   |                  |   | 144   |  
|Assets held for sale or re-lease, net                                                           |  |               | 75    |   |                  |   | 86    |  
|Other assets                                                                                    |  |               | 111   |   |                  |   | 123   |  
|                                                                                                |  | $             | 7,046 |   |                  | $ | 7,044 |  
|                                                                                                | 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                            |  |               |       |   |                  |   |       |  
|Liabilities:                                                                                    |  |               |       |   |                  |   |       |  
|Accounts payable and accrued expenses                                                           |  | $             | 39    |   |                  | $ | 95    |  
|Other liabilities                                                                               |  |               | 345   |   |                  |   | 340   |  
|Accounts with Boeing                                                                            |  |               |      |   |                  |   | 23    |  
|Deferred income taxes                                                                           |  |               | 1,434 |   |                  |   | 1,394 |  
|Debt                                                                                            |  |               | 4,355 |   |                  |   | 4,327 |  
|                                                                                                |  |               | 6,173 |   |                  |   | 6,179 |  
|Shareholders equity:                                                                           |  |               |       |   |                  |   |       |  
|Common shares  $100 par value; authorized 100,000 shares; issued and outstanding 50,000 shares |  |               | 5     |   |                  |   | 5     |  
|Additional paid-in capital                                                                      |  |               | 862   |   |                  |   | 861   |  
|Accumulated other comprehensive loss, net of tax                                                |  |               | (2    | ) |                  |   | (1    | )
|Retained earnings                                                                               |  |               | 8     |   |                  |   |      |  
|                                                                                                |  |               | 873   |   |                  |   | 865   |  
|                                                                                                |  | $             | 7,046 |   |                  | $ | 7,044 |  
|                                                                                                | 

See Notes to Condensed Consolidated Financial Statements.



1



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Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                                  |  |                              |      |   |  |   |      |  
|----------------------------------------------------------------- |  | ---------------------------- | ---- | - |  | - | ---- | -
|                                                                  |  | Three Months Ended March 31, |     
|(Dollars in millions)                                             |  |                              | 2008 |   |  |   | 2007 |  
|REVENUE                                                           |  |                              |      |   |  |   |      |  
|Finance lease income                                              |  | $                            | 42   |   |  | $ | 46   |  
|Interest income on notes receivable                               |  |                              | 14   |   |  |   | 36   |  
|Operating lease income                                            |  |                              | 119  |   |  |   | 117  |  
|Investment income                                                 |  |                              | 2    |   |  |   | 6    |  
|Other income                                                      |  |                              | 8    |   |  |   | 8    |  
|                                                                  |  |                              | 185  |   |  |   | 213  |  
|EXPENSES                                                          |  |                              |      |   |  |   |      |  
|Interest expense                                                  |  |                              | 62   |   |  |   | 79   |  
|Depreciation expense                                              |  |                              | 56   |   |  |   | 54   |  
|Recovery of losses                                                |  |                              | (6   | ) |  |   | (8   | )
|Operating expenses                                                |  |                              | 11   |   |  |   | 13   |  
|Other expense                                                     |  |                              | 1    |   |  |   | 2    |  
|                                                                  |  |                              | 124  |   |  |   | 140  |  
|Income from continuing operations before provision for income tax |  |                              | 61   |   |  |   | 73   |  
|Provision for income tax                                          |  |                              | 23   |   |  |   | 27   |  
|Income from continuing operations                                 |  |                              | 38   |   |  |   | 46   |  
|Net gain on disposal of discontinued operations, net of tax       |  |                              | 5    |   |  |   | 4    |  
|Net income                                                        |  | $                            | 43   |   |  | $ | 50   |  
|                                                                  | 

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, 2007                                                            |  | $     | 1,113 |   |              | $ | 5                        |  | $ | 1,101                                      |   |  | $                | 7  |   |                     | $ |    |   |  |   |    |  
|Non-cash capital contributions from Boeing                                            |  |       | 1     |   |              |   |                         |  |   | 1                                          |   |  |                  |   |   |                     |   |    |   |  |   |    |  
|Cash dividends to Boeing (including return of capital)                                |  |       | (173  | ) |              |   |                         |  |   | (123                                       | ) |  |                  |   |   |                     |   | (50 | ) |  |   |    |  
|Net income                                                                            |  |       | 50    |   |              |   |                         |  |   |                                           |   |  |                  |   |   |                     |   | 50  |   |  | $ | 50 |  
|Unrealized loss on investments, net of tax                                            |  |       | (1    | ) |              |   |                         |  |   |                                           |   |  |                  | (1 | ) |                     |   |    |   |  |   | (1 | )
|Balance at March 31, 2007                                                             |  | $     | 990   |   |              | $ | 5                        |  | $ | 979                                        |   |  | $                | 6  |   |                     | $ |    |   |  | $ | 49 |  
|                                                                                      | 
|Balance at January 1, 2008                                                            |  | $     | 865   |   |              | $ | 5                        |  | $ | 861                                        |   |  | $                | (1 | ) |                     | $ |    |   |  |   |    |  
|Non-cash capital contributions from Boeing                                            |  |       | 1     |   |              |   |                         |  |   | 1                                          |   |  |                  |   |   |                     |   |    |   |  |   |    |  
|Cash dividends to Boeing                                                              |  |       | (35   | ) |              |   |                         |  |   |                                           |   |  |                  |   |   |                     |   | (35 | ) |  |   |    |  
|Net income                                                                            |  |       | 43    |   |              |   |                         |  |   |                                           |   |  |                  |   |   |                     |   | 43  |   |  | $ | 43 |  
|Reclassification adjustment for gain realized on investment in net income, net of tax |  |       | (1    | ) |              |   |                         |  |   |                                           |   |  |                  | (1 | ) |                     |   |    |   |  |   | (1 | )
|Unrealized loss on derivative instruments, net of tax                                 |  |       | (1    | ) |              |   |                         |  |   |                                           |   |  |                  | (1 | ) |                     |   |    |   |  |   | (1 | )
|Unrealized gain on investments, net of tax                                            |  |       | 1     |   |              |   |                         |  |   |                                           |   |  |                  | 1  |   |                     |   |    |   |  |   | 1  |  
|Balance at March 31, 2008                                                             |  | $     | 873   |   |              | $ | 5                        |  | $ | 862                                        |   |  | $                | (2 | ) |                     | $ | 8   |   |  | $ | 42 |  
|                                                                                      | 

See Notes to Condensed Consolidated Financial Statements.



3



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Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                  |  |                              |     |   |      |   |      |  
|--------------------------------------------------------------------------------- |  | ---------------------------- | --- | - | ---- | - | ---- | -
|                                                                                  |  | Three Months Ended March 31, |    
|(Dollars in millions)                                                             |  | 2008                         |     |   | 2007 |  
|OPERATING ACTIVITIES                                                              |  |                              |     |   |      |   |      |  
|Net income                                                                        |  | $                            | 43  |   |      | $ | 50   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                              |     |   |      |   |      |  
|Depreciation and amortization expense                                             |  |                              | 56  |   |      |   | 52   |  
|Recovery of losses                                                                |  |                              | (6  | ) |      |   | (8   | )
|Share-based plans expense                                                         |  |                              | 1   |   |      |   | 1    |  
|Other non-cash adjustments related to discontinued operations                     |  |                              | (5  | ) |      |   | (4   | )
|Change in deferred income taxes                                                   |  |                              | 40  |   |      |   | 1    |  
|Change in assets and liabilities:                                                 |  |                              |     |   |      |   |      |  
|Other assets                                                                      |  |                              | 19  |   |      |   | 19   |  
|Accrued interest and rents                                                        |  |                              | 3   |   |      |   | 4    |  
|Accounts payable and accrued expenses                                             |  |                              | (57 | ) |      |   | (53  | )
|Other liabilities                                                                 |  |                              | 14  |   |      |   |     |  
|Accounts with Boeing                                                              |  |                              | (69 | ) |      |   | 66   |  
|Net cash provided by operating activities                                         |  |                              | 39  |   |      |   | 128  |  
|INVESTING ACTIVITIES                                                              |  |                              |     |   |      |   |      |  
|Proceeds from available-for-sale investments                                      |  |                              | 135 |   |      |   |     |  
|Payment for capitalizable costs in process                                        |  |                              | (4  | ) |      |   | (11  | )
|Proceeds from disposition of equipment and receivables                            |  |                              | 2   |   |      |   | 15   |  
|Principal payments of leases, notes and other receivables                         |  |                              | 50  |   |      |   | 107  |  
|Origination of leases, notes and other receivables                                |  |                              |    |   |      |   | (20  | )
|Net cash provided by investing activities                                         |  |                              | 183 |   |      |   | 91   |  
|FINANCING ACTIVITIES                                                              |  |                              |     |   |      |   |      |  
|Proceeds from intercompany borrowings                                             |  |                              |    |   |      |   | 175  |  
|Repayment of debt                                                                 |  |                              | (13 | ) |      |   | (783 | )
|Payment of cash dividends (including return of capital)                           |  |                              | (35 | ) |      |   | (173 | )
|Net cash used in financing activities                                             |  |                              | (48 | ) |      |   | (781 | )
|Net increase (decrease) in cash and cash equivalents                              |  |                              | 174 |   |      |   | (562 | )
|Cash and cash equivalents at beginning of year                                    |  |                              | 463 |   |      |   | 589  |  
|Cash and cash equivalents at end of period                                        |  | $                            | 637 |   |      | $ | 27   |  
|                                                                                  | 
|NON-CASH INVESTING AND FINANCING ACTIVITIES                                       |  |                              |     |   |      |   |      |  
|Net transfer from assets held for sale or re-lease                                |  | $                            | (10 | ) |      | $ | (133 | )
|                                                                                  | 
|Net transfer from notes receivable                                                |  | $                            |    |   |      | $ | (1   | )
|                                                                                  | 
|Net transfer to equipment under operating leases                                  |  | $                            | 46  |   |      | $ | 130  |  
|                                                                                  | 
|Net transfer to finance leases                                                    |  | $                            |    |   |      | $ | 4    |  
|                                                                                  | 
|Transfer from other assets                                                        |  | $                            | (36 | ) |      | $ |     |  
|                                                                                  | 
|Increase in debt due to fair value hedge derivatives                              |  | $                            | (41 | ) |      | $ | (7   | )
|                                                                                  | 

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 March 31, 2008 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 2007 Annual Report on Form 10-K.

Note 2 Transactions with Boeing

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

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

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

There can be no assurances that these intercompany agreements and arrangements will not be terminated or modified by us and Boeing. However, our and Boeings ability to terminate or modify the support
agreement is subject to certain conditions. See Item 8. Financial Statements and Supplementary Data, Note 3 of our 2007 Annual Report on Form 10-K.

At March 31, 2008, we were the beneficiary under $2,222 of guarantees from Boeing which mitigates our risk with respect to portfolio assets totaling $2,937.

Intercompany guarantee amounts by aircraft type are summarized as follows:



|                                        |  |                  |       |                   |   |                  |  |                |       |  |   |      
|--------------------------------------- |  | ---------------- | ----- | ----------------- | - | ---------------- |  | -------------- | ----- |  | - | -----
|                                        |  | March 31, 2008   |       | December 31, 2007
|                                        |  | Guarantee Amount |       | Carrying Value    |   | Guarantee Amount |  | Carrying Value
|717 (out of production)                 |  | $                | 1,740 |                   | $ | 2,334            |  | $              | 1,756 |  | $ | 2,356
|Out of production twin-aisle aircraft   |  |                  | 237   |                   |   | 314              |  |                | 267   |  |   | 348  
|Out of production single-aisle aircraft |  |                  | 192   |                   |   | 192              |  |                | 195   |  |   | 195  
|Other, including other Boeing aircraft  |  |                  | 53    |                   |   | 97               |  |                | 54    |  |   | 98   
|                                        |  | $                | 2,222 |                   | $ | 2,937            |  | $              | 2,272 |  | $ | 2,997
|                                       

At March 31, 2008 and December 31, 2007, Accounts with Boeing included $103 and $103 for deferred
revenue associated with guarantee and subsidy settlements and terminations.



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We recorded the following activity under the intercompany guarantee and subsidy agreements for the three months
ended March 31:



|                                                                      |  |      |    |      |   |     |  
|--------------------------------------------------------------------- |  | ---- | -- | ---- | - | --- | -
|                                                                      |  | 2008 |    | 2007 |  
|Applied to income                                                     |  | $    | 11 |      | $ | 18  |  
|Net change in deferred revenue                                        |  |      |   |      |   | 28  |  
|Guarantees receivable from Boeing                                     |  |      |   |      |   | (46 | )
|Net cash received under intercompany guarantee and subsidy agreements |  | $    | 11 |      | $ |    |  
|                                                                      | 

For the three months ended March 31, 2008 and 2007, we recorded operating lease income from Boeing,
exclusive of guarantees and subsidies, of $9 and $9.

For the three months ended March 31, 2008 and 2007, we recorded new business volume of $17
and $20 related to aircraft and equipment recently manufactured by Boeing.

Note 3 Allowance for Losses on Receivables

The following table reconciles the allowance for losses on receivables for the three months ended March 31:



|                                                           |  |      |      |      |   |     
|---------------------------------------------------------- |  | ---- | ---- | ---- | - | ----
|                                                           |  | 2008 |      | 2007
|Allowance for losses on receivables at beginning of period |  | $    | 74   |      | $ | 102 
|Recovery of losses                                         |  |      | (6)  |      |   | (8) 
|Net write-offs                                             |  |      | (11) |      |   | (8) 
|Allowance for losses on receivables at end of period       |  | $    | 57   |      | $ | 86  
|                                                          
|Allowance as a percentage of total receivables             |  |      | 2.0% |      |   | 2.1%

The carrying value of impaired receivables consisted of the following:



|                                                        |  |               |     |                  |   |    
|------------------------------------------------------- |  | ------------- | --- | ---------------- | - | ---
|                                                        |  | March 31,2008 |     | December 31,2007
|Impaired receivables with specific impairment allowance |  | $             | 15  |                  | $ | 39 
|Impaired receivables with no specific allowance         |  |               | 195 |                  |   | 197
|Carrying value of impaired receivables                  |  | $             | 210 |                  | $ | 236
|                                                       

At March 31, 2008 and December 31, 2007, allowance for losses on impaired receivables was $7 and $13.

Non-Performing Assets

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



|                                                           |  |               |     |   |                  |   |     |  
|---------------------------------------------------------- |  | ------------- | --- | - | ---------------- | - | --- | -
|                                                           |  | March 31,2008 |     |   | December 31,2007 |  
|Assets placed on non-accrual status:                       |  |               |     |   |                  |   |     |  
|Receivables                                                |  | $             | 23  |   |                  | $ | 59  |  
|Equipment under operating leases, net                      |  |               | 239 |   |                  |   | 184 |  
|                                                           |  | $             | 262 |   |                  | $ | 243 |  
|                                                           | 
|Percent of non-performing receivables to total receivables |  |               | 0.8 | % |                  |   | 2.0 | %
|Percent of total non-performing assets to total portfolio  |  |               | 4.2 | % |                  |   | 3.7 | %

For the portfolio assets that were non-performing as of the three months ended March 31, 2008 and 2007,
we recorded income of $6 and $3 based on cash received of $6 and $6.



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Note 4 Debt

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



|                                                             |  |               |       |                  |   |      
|------------------------------------------------------------ |  | ------------- | ----- | ---------------- | - | -----
|(Interest rates are the contractual rates at March 31, 2008) |  | March 31,2008 |       | December 31,2007
|3.60% - 7.58% fixed rate notes due through 2017              |  | $             | 4,088 |                  | $ | 4,050
|4.03% - 4.35% floating rate notes due through 2023           |  |               | 120   |                  |   | 120  
|4.22% - 5.79% non-recourse notes due through 2013            |  |               | 70    |                  |   | 71   
|3.20% capital lease obligation due through 2015              |  |               | 77    |                  |   | 86   
|                                                             |  | $             | 4,355 |                  | $ | 4,327
|                                                            

At March 31, 2008, and December 31, 2007, we had interest rate swaps which effectively convert
debt of $1,500 and $1,507 from fixed rate to floating rate and $92 and $92 from floating rate to fixed rate.

The most restrictive covenants in our
debt agreements require us to (a) limit the payment of cash dividends to the extent that our consolidated assets would be less than 115% of our consolidated liabilities (excluding deferred taxes) after dividend payments and (b) restrict
the amount of liens on our property to secure indebtedness to 15% or less of consolidated assets, other than liens specifically excluded. At March 31, 2008, we were in compliance with these covenants.

Note 5 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.

Bankruptcies

At March 31, 2008 and December 31, 2007, ATA Holdings Corp. (ATA) accounted for $151 and $152 of our total assets. At March 31, 2008, the ATA portfolio consisted of four operating leases for
757 aircraft. On April 2, 2008 ATA filed for Chapter 11 bankruptcy protection. On April 8, 2008, the bankruptcy court approved ATAs request to reject the leases and return the aircraft to us. At March 31, 2008, ATA was current
on all obligations and these operating lease aircraft remain classified as non-performing assets. As of April 22, 2008 we have recovered the aircraft and are in discussions with other customers regarding redeployment.

Restructurings and Restructuring Requests

In addition, from time to
time, certain customers have requested a restructuring of their transactions with us. As of March 31, 2008, we have not reached agreement on any restructuring requests that would have a material adverse effect on our earnings, cash flows and/or
financial position.

Commitments

At March 31, 2008,
we and Boeing had unfunded financing commitments of $7,500, resulting from firm contracts, options for deliveries or proposals as part of sales campaigns. These commitments are provided to give Boeing customers reasonable assurance of financing in
connection with orders of Boeing products in advance of delivery. However, customers typically seek lower cost financing from other sources prior to actual delivery. In addition, we continue to work with third party financiers to provide alternative
financing to customers and eliminate the need for our financing. Based on historical experience and anticipated capital market acceptance of Boeing aircraft covered by Boeings and our current commitments, we anticipate that a significant
portion of these commitments will not be exercised by the customer or will expire without being fully drawn upon. 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



7



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##### Table of Contents

net cash requirement. However, we expect to ultimately provide funding for those commitments which are exercised, whether they are Boeings or our commitments. If
there were requirements to fund all Boeings and our commitments, the timing in which these commitments may be funded (based on estimated earliest funding dates as of March 31, 2008) is as follows:



|                            |  |       |      
|--------------------------- |  | ----- | -----
|                            |  | Total
|April through December 2008 |  | $     | 500  
|2009(1)                     |  |       | 950  
|2010(1)                     |  |       | 1,350
|2011(1)                     |  |       | 2,250
|2012(1)                     |  |       | 1,200
|Thereafter(1)               |  |       | 1,250
|                            |  | $     | 7,500
|                           



|(1) |  | Does not reflect the revision of the 787 program schedule announced in April 2008 which will delay certain of these
commitments.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------

Note 6 Fair Value of Financial Instruments

Effective January 1, 2008, we partially adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS No. 157) and adopted this Statement for our
assets and liabilities shown in the table below. SFAS No. 157 clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands
disclosures about the use of fair value measurements. The partial adoption of SFAS No. 157 did not have a material impact on our fair value measurements. Financial Accounting Standards Board (FASB) Staff Position SFAS No. 157-2,
Effective Date of FASB Statement No. 157, permits us to defer the recognition and measurement of our nonfinancial assets and nonfinancial liabilities until January 1, 2009. At March 31, 2008, we did not have any nonfinancial
assets or nonfinancial liabilities that are recognized or disclosed at fair value.

The following table presents our assets and liabilities that are
measured at fair value on a recurring basis and are categorized using the three levels of fair value hierarchy.



|                                            |  |                |    |   |                                                              |   |                                              |  |   |                                         |   |  |   |  
|------------------------------------------- |  | -------------- | -- | - | ------------------------------------------------------------ | - | -------------------------------------------- |  | - | --------------------------------------- | - |  | - | -
|                                            |  | March 31, 2008
|Assets                                      |  | Total          |    |   | Quoted Prices inActive Markets forIdentical
Assets (Level 1) |   | Significant OtherObservablesInputs (Level 2) |  |   | SignificantUnobservableInputs (Level 3)
|Available-for-sale debt investments:        |  |                |    |   |                                                              |   |                                              |  |   |                                         |   |  |   |  
|Enhanced Equipment Trust Certificate (EETC) |  | $              | 6  |   |                                                              | $ |                                             |  | $ | 6                                       |   |  | $ | 
|Derivatives                                 |  |                | 73 |   |                                                              |   |                                             |  |   | 73                                      |   |  |   | 
|Total                                       |  | $              | 79 |   |                                                              | $ |                                             |  | $ | 79                                      |   |  | $ | 
|                                           
|                                            |  |                |    |  
|Liabilities                                 |  |                |    |   |                                                              |   |                                              |  |   |                                         |   |  |   |  
|Derivatives                                 |  | $              | (2 | ) |                                                              | $ |                                             |  | $ | (2                                      | ) |  | $ | 
|Total                                       |  | $              | (2 | ) |                                                              | $ |                                             |  | $ | (2                                      | ) |  | $ | 
|                                           

The EETC is valued based on trading prices of similar instruments. Our derivatives consist of United States
dollar denominated interest rate swaps, and their fair values are determined using cash flows discounted at relevant market interest rates in effect at the period close.

Certain assets are measured at fair value on a non-recurring basis. For the three months ended March 31, 2008, impaired receivables with a carrying amount of $15 were written down to their fair value of $8, which was determined
using observable inputs (Level 2). The fair value of impaired receivables is based on the market value for the related aircraft collateral.



8



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##### Table of Contents

Note 7 Concentrations

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

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



|            |  |                |       |                     |                   |   |                |   |                     |  |      |  
|----------- |  | -------------- | ----- | ------------------- | ----------------- | - | -------------- | - | ------------------- |  | ---- | -
|            |  | March 31, 2008 |       |                     | December 31, 2007 |  
|            |  | Carrying Value |       | % of TotalPortfolio |                   |   | Carrying Value |   | % of TotalPortfolio | 
|AirTran     |  | $              | 1,503 |                     | 23.8              | % |                | $ | 1,518               |  | 23.2 | %
|American    |  |                | 602   |                     | 9.5               |   |                |   | 618                 |  | 9.5  |  
|Midwest     |  |                | 584   |                     | 9.3               |   |                |   | 591                 |  | 9.0  |  
|Hawaiian    |  |                | 422   |                     | 6.7               |   |                |   | 422                 |  | 6.5  |  
|Continental |  |                | 396   |                     | 6.3               |   |                |   | 403                 |  | 6.2  |  
|            |  | $              | 3,507 |                     | 55.6              | % |                | $ | 3,552               |  | 54.4 | %
|            | 

For the three months ended March 31, 2008 and 2007, AirTran Holdings, Inc. accounted for 17% and 15% of
our revenue.

Portfolio carrying values were represented in the following regions:



|                 |  |                |       |                     |                   |   |                |   |                     |  |       |  
|---------------- |  | -------------- | ----- | ------------------- | ----------------- | - | -------------- | - | ------------------- |  | ----- | -
|                 |  | March 31, 2008 |       |                     | December 31, 2007 |  
|                 |  | Carrying Value |       | % of TotalPortfolio |                   |   | Carrying Value |   | % of TotalPortfolio | 
|United States(1) |  | $              | 4,469 |                     | 70.8              | % |                | $ | 4,687               |  | 71.7  | %
|Europe           |  |                | 1,060 |                     | 16.8              |   |                |   | 1,050               |  | 16.1  |  
|Asia/Australia   |  |                | 419   |                     | 6.6               |   |                |   | 425                 |  | 6.5   |  
|Latin America    |  |                | 293   |                     | 4.7               |   |                |   | 298                 |  | 4.6   |  
|Other            |  |                | 71    |                     | 1.1               |   |                |   | 72                  |  | 1.1   |  
|                 |  | $              | 6,312 |                     | 100.0             | % |                | $ | 6,532               |  | 100.0 | %
|                 | 



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

Portfolio carrying values were represented by the following product types:



|         |  |                |       |                   |   |      
|-------- |  | -------------- | ----- | ----------------- | - | -----
|         |  | March 31, 2008 |       | December 31, 2007
|717      |  | $              | 2,441 |                   | $ | 2,464
|757      |  |                | 1,048 |                   |   | 1,067
|767      |  |                | 598   |                   |   | 611  
|MD-11(1) |  |                | 567   |                   |   | 540  
|737      |  |                | 534   |                   |   | 542  
|747      |  |                | 410   |                   |   | 419  
|MD-80    |  |                | 325   |                   |   | 343  
|777      |  |                | 92    |                   |   | 96   
|Other(2) |  |                | 297   |                   |   | 450  
|         |  | $              | 6,312 |                   | $ | 6,532
|        



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



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



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##### Table of Contents

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



|               |  |                |   |  |                 
|-------------- |  | -------------- | - |  | ----------------
|               |  | March 31, 2008 |   |  | December 31,2007
|2003 and newer |  | 28.5           | % |  | 28.7%           
|1998 - 2002    |  | 47.3           |   |  | 47.3            
|1993 - 1997    |  | 13.4           |   |  | 13.0            
|1992 and older |  | 10.8           |   |  | 11.0            
|               |  | 100.0          | % |  | 100.0%          
|              

Note 8 Discontinued Operations

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

Part of the purchase and sale agreement with GECC includes a loss sharing
arrangement for losses that may exist at the end of the initial and subsequent financing periods of the transferred portfolio assets, or in some instances, prior to the end of the financing period, such 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. The provisions effectively limit our exposure to any losses to $245. At March 31, 2008, our maximum exposure to loss associated with
the loss sharing arrangement was $227, for which we have accrued a liability of $54.

The reserve under the loss sharing arrangement, which is
included in Other liabilities was as follows:



|                               |  |                                  |    |   |                                  |   |    |  
|------------------------------ |  | -------------------------------- | -- | - | -------------------------------- | - | -- | -
|                               |  | Three Months Ended March 31,2008 |    |   | Three Months Ended March 31,2007 |  
|Reserve at beginning of period |  | $                                | 59 |   |                                  | $ | 78 |  
|Reduction in reserve           |  |                                  | (8 | ) |                                  |   | (7 | )
|Payments received from GECC    |  |                                  | 3  |   |                                  |   | 2  |  
|Reserve at end of period       |  | $                                | 54 |   |                                  | $ | 73 |  
|                               | 



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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 Securities 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, except as required by federal securities laws. Our actual results and future trends may differ materially
depending on a variety of factors, including:



| |  |  | the financial condition of the airline industry, which could be adversely affected by changes in general economic conditions, the liquidity of the global financial markets
as well as events such as war, terrorist attacks, a serious health epidemic, increasing global economic concerns and fuel prices;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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



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



| |  |  | our ability to meet our contractual obligations, including outstanding financing commitments;
| | - |  | ---------------------------------------------------------------------------------------------



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



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



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



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



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

Please see Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2007, 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 three months ended March 31, 2008, we continued to focus on supporting Boeings major businesses and managing our overall
financial exposures.

At March 31, 2008, our portfolio consisted of equipment under operating leases, finance leases, notes and other
receivables, investments and assets held for sale or re-lease. At March 31, 2008, we owned 292 commercial aircraft and four C-40 aircraft and had partial ownership or security interest in an additional 45 aircraft.



11



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##### Table of Contents

Our portfolio at March 31, 2008 decreased to $6.3 billion from $6.5 billion at December 31, 2007. The
following table summarizes the net change in our total portfolio:



|                                      |  |                                  |      |   |                            |   |        |  
|------------------------------------- |  | -------------------------------- | ---- | - | -------------------------- | - | ------ | -
|(Dollars in millions)                 |  | Three Months EndedMarch 31, 2008 |      |   | Year EndedDecember 31,2007 |  
|New business volume                   |  | $                                | 19   |   |                            | $ | 24     |  
|Write-offs                            |  |                                  | (11  | ) |                            |   | (2     | )
|Transfer of assets                    |  |                                  | 18   |   |                            |   | (53    | )
|Asset impairment                      |  |                                  |     |   |                            |   | (33    | )
|Asset run off and prepayments         |  |                                  | (188 | ) |                            |   | (1,126 | )
|Asset dispositions                    |  |                                  | (2   | ) |                            |   | (104   | )
|Depreciation and amortization expense |  |                                  | (56  | ) |                            |   | (208   | )
|Net change in portfolio balance       |  | $                                | (220 | ) |                            | $ | (1,502 | )
|                                      | 

At March 31, 2008 and December 31, 2007, we had $75 million and $86 million of assets that were
held for sale or re-lease, all of which had firm contracts to be sold or placed on lease. As a result of ATA Holdings Corp. (ATA) filing for bankruptcy protection in April 2008, we have an additional $151 million of aircraft that have been returned
as of April 22, 2008 and we are in active redeployment discussions with other customers which we expect to complete in the second quarter of 2008. Additionally, aircraft subject to leases with a carrying value of approximately $365 million are
scheduled to be returned off lease in the next 12 months. These aircraft are being remarketed or the leases are being extended and $183 million were committed at March 31, 2008.

Our net income was $43 million for the three months ended March 31, 2008 compared with $50 million for the same period in 2007, a decrease of $7 million. The decrease in our net income was primarily
due to lower interest income on notes receivable and lower investment income partially offset by lower interest expense during the first three months of 2008.

Consolidated Results of Operations

Revenue

Revenue was $185 million for the three months ended March 31, 2008 compared with $213 million for the same period in 2007, a decrease of $28 million.

Interest income on notes receivable was $14 million for the three months ended March 31, 2008, a decrease of $22 million compared with the same period in 2007 primarily due to a decrease in the weighted average balance of
our notes receivable as a result of the prepayment of certain notes in 2007.

Investment income was $2 million for the three months ended
March 31, 2008, a decrease of $4 million compared with the same period in 2007 primarily due to a lower investment balance as a result of the scheduled repayment of an investment in January 2008.

Expenses

Expenses were $124 million for the three months ended
March 31, 2008 compared with $140 million for the same period in 2007, a decrease of $16 million.

Interest expense was $62 million for the
three months ended March 31, 2008, a decrease of $17 million compared with the same period in 2007 primarily due to a decrease in the balance of debt outstanding as a result of scheduled debt repayments.

The recovery of losses was $6 million for the three months ended March 31, 2008, compared with a recovery of $8 million for the same period in 2007. The
reduction in our allowance through a recovery for losses was primarily due to finance leases and notes receivable run off exceeding declines in aircraft collateral values.

Provision for income tax

Provision for income tax was $23 million for the three months ended March 31, 2008, a decrease of $4
million compared with the same period in 2007, primarily due to a decrease in pre-tax income.



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##### Table of Contents

Liquidity and Capital Resources

Our cash and cash equivalents balance was $637 million at March 31, 2008, an increase from $463 million at December 31, 2007. The following is a summary of the change in our cash and cash equivalents for the three months ended
March 31:



|                                                     |  |      |     |   |      |   |      |  
|---------------------------------------------------- |  | ---- | --- | - | ---- | - | ---- | -
|(Dollars in millions)                                |  | 2008 |     |   | 2007 |  
|Net cash provided by operating activities            |  | $    | 39  |   |      | $ | 128  |  
|Net cash provided by investing activities            |  |      | 183 |   |      |   | 91   |  
|Net cash used in financing activities                |  |      | (48 | ) |      |   | (781 | )
|Net increase (decrease) in cash and cash equivalents |  | $    | 174 |   |      | $ | (562 | )
|                                                     | 

Operating activities

During the three months ended March 31, 2008, net cash provided by operating activities included net income from operations of $43 million. We had net adjustments for non-cash items of $86 million which primarily related to
depreciation expense and an increase in deferred income taxes. We also had a net decrease in our operating assets and liabilities of $90 million primarily resulting from a decrease of $42 million in accrued interest expense and a decrease of $64
million in income taxes payable.

During the three months ended March 31, 2007, net cash provided by operating activities included net income
from operations of $50 million. We had net adjustments for non-cash items of $42 million which primarily related to depreciation expense. We also had a net increase in our net operating assets and liabilities of $36 million.

Investing activities

During the three months ended March 31, 2008,
net cash provided by investing activities primarily included a scheduled repayment of an investment in the amount of $135 million and principal payments of leases, notes and other receivables of $50 million.

During the three months ended March 31, 2007, net cash provided by investing activities included $107 million relating to asset run off and an early customer
repayment of notes receivable.

Financing activities

During the three months ended March 31, 2008, net cash used for financing activities included scheduled debt repayments of $13 million and cash dividends to Boeing of $35 million.

During the three months ended March 31, 2007, net cash used for financing activities included scheduled debt repayments of $783 million and cash dividends
(including the return of capital) to Boeing of $173 million offset by intercompany borrowings of $175 million from Boeing.

Outstanding debt at
March 31, 2008 and December 31, 2007 was $4.4 billion and $4.3 billion, of which $762 million will be due in the next 12 months. During the three months ended March, 31 2008, we had no commercial paper borrowings outstanding. Our leverage
(ratio of debt to equity) at March 31, 2008 and December 31, 2007 was 5.0-to-1.

We require liquidity, primarily to fund financing
commitments, meet debt obligations and fund our operating expenses. In the near term, we believe that our cash from operations and other receipts from our portfolio, which may include asset sales and securitizations, will be sufficient to satisfy
existing commitments and plans. To the extent we require financial flexibility to meet potential business funding requirements we also have the ability to issue commercial paper and other debt, obtain funding from Boeing or limit new business
volume.

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



13



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##### Table of Contents

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

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

We continually assess our leverage, as measured by our debt to equity ratio, in light of the risks in our business, including those set forth in Item 1A. Risk Factors of our Annual Report on
Form 10-K for the year ended December 31, 2007.

Credit Ratings

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

Our credit ratings are as follows:



|           |  |                   |  |                           |  |              
|---------- |  | ----------------- |  | ------------------------- |  | -------------
|Debt       |  | Standard & Poors |  | Moodys Investors Service |  | Fitch Ratings
|Short-term |  | A-1               |  | P-1                       |  | F1           
|Senior     |  | A+                |  | A2                        |  | A+           

On January 16, 2008, Fitch Ratings changed their outlook on the A+ rating to stable from positive.

Additional Disclosures Regarding Allowance for Losses on Receivables

The following table reconciles the changes in the allowance for losses on receivables for the three months ended March 31, 2008 and 2007. Column 3 presents this information, calculated in accordance with our accounting
policies, if the impact of intercompany guarantees from Boeing were excluded. The exclusion of the impact of intercompany guarantees shown in Column 2 would increase the applicable exposure for various receivables. Management believes that the
presentation of this information provides more complete information on the effect of intercompany guarantees provided by Boeing.



|                                                           |  |                     |     |   |                                            |   |     |                                          |  |   |     
|---------------------------------------------------------- |  | ------------------- | --- | - | ------------------------------------------ | - | --- | ---------------------------------------- |  | - | ----
|                                                           |  | (1)                 |     |   | (2)                                        |   |     | (3)                                     
|2008                                                       |  | Allowancefor losses |     |   | Impact ofintercompanyguaranteesfrom Boeing |   |     | Allowanceexcludingintercompanyguarantees
|Allowance for losses on receivables at beginning of period |  | $                   | 74  |   |                                            | $ | 121 |                                          |  | $ | 195 
|Recovery of losses                                         |  |                     | (6  | ) |                                            |   |    |                                          |  |   | (6) 
|Net write-offs                                             |  |                     | (11 | ) |                                            |   |    |                                          |  |   | (11)
|Allowance for losses on receivables at end of period       |  | $                   | 57  |   |                                            | $ | 121 |                                          |  | $ | 178 
|                                                          
|Allowance as a percentage of total receivables             |  |                     | 2.0 | % |                                            |   |     |                                          |  |   | 6.1%
|                                                           |  |                     |    
|2007                                                       |  |                     |     |   |                                            |   |     |                                         
|Allowance for losses on receivables at beginning of period |  | $                   | 102 |   |                                            | $ | 152 |                                          |  | $ | 254 
|Recovery of losses                                         |  |                     | (8  | ) |                                            |   | (24 | )                                        |  |   | (32)
|Net write-offs                                             |  |                     | (8  | ) |                                            |   |    |                                          |  |   | (8) 
|Allowance for losses on receivables at end of period       |  | $                   | 86  |   |                                            | $ | 128 |                                          |  | $ | 214 
|                                                          
|Allowance as a percentage of total receivables             |  |                     | 2.1 | % |                                            |   |     |                                          |  |   | 5.1%



14



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##### Table of Contents

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. Our President and Chief Financial Officer also concluded that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including the President and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.



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

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



15



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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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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of

Boeing Capital Corporation

Renton, Washington

We have reviewed the accompanying condensed consolidated balance sheet of Boeing Capital Corporation and subsidiaries (the Company) as of
March 31, 2008, and the related condensed consolidated statements of operations, shareholders equity and comprehensive income, and cash flows for the three-month periods ended March 31, 2008 and 2007. 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, 2007, 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 13, 2008, 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, 2007 is fairly stated, in all material respects,
in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Seattle, Washington

April 22, 2008



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Signatures

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



|               |  |                                                                                                             
|-------------- |  | ------------------------------------------------------------------------------------------------------------
|               |  | Boeing Capital Corporation                                                                                  
|               | 
|April 23, 2008 |  | /s/ RUSSELL A. EVANS                                                                                        
|               |  | Russell A. Evans                                                                                            
|               |  | Vice President and Chief Financial Officer (Principal Financial Officer) and
Registrants Authorized Officer
|               | 
|April 23, 2008 |  | /s/ KEVIN J. MURPHY                                                                                         
|               |  | Kevin J. Murphy                                                                                             
|               |  | Controller (Principal Accounting Officer)                                                                   



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