BOEING CAPITAL CORP - FORM 10-Q

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EX-15 - LETTER FROM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - BOEING CAPITAL CORP	dex15.htm
EX-31.1 - CERTIFICATION - BOEING CAPITAL CORP	dex311.htm
EX-32.1 - CERTIFICATION - BOEING CAPITAL CORP	dex321.htm
EX-32.2 - CERTIFICATION - BOEING CAPITAL CORP	dex322.htm
EX-31.2 - CERTIFICATION - BOEING CAPITAL CORP	dex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2009

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

For the transition period from to

Commission file number 0-10795

BOEING CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

95-2564584

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)


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

(425) 965-4000

(Registrant’s telephone number, including area code)

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

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

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

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


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

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

No common stock is held by non-affiliates of the registrant. Common stock shares outstanding at October 21, 2009: 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.

Table of Contents


			Page
*Part I. Financial Information (Unaudited)*
	Item 1.	Financial Statements	1
		Condensed Consolidated Balance Sheets	1
		Condensed Consolidated Statements of Operations	2
		Condensed Consolidated Statements of Shareholder’s Equity and Comprehensive Income	3
		Condensed Consolidated Statements of Cash Flows	4
		Notes to Condensed Consolidated Financial Statements	5
		Review Report of Independent Registered Public Accounting Firm	14
	Item 2.	Management’s Narrative Analysis of the Results of Operations	15
	Item 4.	Controls and Procedures	19

*Part II. Other Information*
	Item 1.	Legal Proceedings	20
	Item 1A.	Risk Factors	20
	Item 6.	Exhibits	20
	Signatures		21

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, 2009			December 31, 2008
ASSETS
Cash and cash equivalents	$	80		$	305
Receivables:
Finance leases		2,055			2,142
Notes and other		1,159			697
		3,214			2,839
Allowance for losses on receivables		(65	)		(59	)
		3,149			2,780
Equipment under operating leases, net		2,413			2,492
Investments		27			7
Assets held for sale or re-lease, net		460			685
Other assets		71			109
	$	6,200		$	6,378

LIABILITIES AND SHAREHOLDER’S EQUITY
Liabilities:
Accounts payable and accrued expenses	$	42		$	78
Other liabilities		343			385
Accounts with Boeing		133			11
Deferred income taxes		1,483			1,520
Debt		3,495			3,652
		5,496			5,646
Shareholder’s equity:
Common shares – $100 par value; authorized 100,000 shares; issued and outstanding 50,000 shares		5			5
Additional paid-in capital		700			730
Accumulated other comprehensive income (loss), net of tax		(1	)		(3	)
Retained earnings		–			–
		704			732
	$	6,200		$	6,378

See Notes to Condensed Consolidated Financial Statements.

Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in millions)	2009			2008			2009			2008
REVENUE
Finance lease income	$	35		$	40		$	112		$	125
Interest income on notes receivable		19			13			53			41
Operating lease income		103			112			304			347
Investment income		1			1			1			3
Other income		8			5			26			19
		166			171			496			535
EXPENSES
Interest expense		42			54			132			173
Depreciation expense		55			55			159			167
Provision for (recovery of) losses		3			(3	)		17			(5	)
Operating expenses		11			14			35			38
Asset impairment expense		16			7			33			7
Other expense		–			7			8			12
		127			134			384			392
Income from continuing operations before provision for income tax		39			37			112			143
Provision for income tax		15			14			42			53
Income from continuing operations		24			23			70			90
Net gain (loss) on disposal of discontinued operations, net of tax		(4	)		11			(8	)		17
Net income	$	20		$	34		$	62		$	107

See Notes to Condensed Consolidated Financial Statements.

Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Shareholder’s Equity and Comprehensive Income

(Unaudited)


(Dollars in millions)	Total			Common Shares		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Comprehensive Income
Balance at January 1, 2008	$	865		$	5	$	861		$	(1	)	$	–
Non-cash capital contributions from Boeing		2			–		2			–			–
Cash dividends to Boeing (including return of capital)		(220	)		–		(113	)		–			(107	)
Net income		107			–		–			–			107		$	107
Reclassification adjustment for gain realized on investment in net income, net of tax		1			–		–			1			–			1
Unrealized loss on investments, net of tax		(1	)							(1	)					(1	)
Balance at September 30, 2008	$	754		$	5	$	750		$	(1	)	$	–		$	107

Balance at January 1, 2009	$	732		$	5	$	730		$	(3	)	$	–
Non-cash capital contributions from Boeing		1			–		1			–			–
Cash dividends to Boeing (including return of capital)		(93	)		–		(31	)		–			(62	)
Net income		62			–		–			–			62		$	62
Unrealized gain on derivative instruments, net of tax		1			–		–			1			–			1
Unrealized gain on investments, net of tax		1			–		–			1			–			1
Balance at September 30, 2009	$	704		$	5	$	700		$	(1	)	$	–		$	64

See Notes to Condensed Consolidated Financial Statements.

Boeing Capital Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
(Dollars in millions)	2009			2008
OPERATING ACTIVITIES
Net income	$	62		$	107
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash items:
Depreciation and amortization expense		152			163
Provision for (recovery of) losses		17			(5	)
Net gain on investments and derivative instruments		(8	)		–
Asset impairment expense and other charges		35			7
Share-based plans expense		1			2
Other non-cash adjustments related to discontinued operations, net of tax		8			(17	)
Change in deferred income taxes		(37	)		128
Change in assets and liabilities:
Other assets		–			36
Accrued interest and rents		2			7
Accounts payable and accrued expenses		(36	)		(50	)
Other liabilities		(54	)		43
Accounts with Boeing		128			(126	)
Net cash provided by operating activities		270			295
INVESTING ACTIVITIES
Purchase of investment		–			(1	)
Proceeds from available-for-sale investments		1			135
Payment for capitalizable costs in process		(56	)		(21	)
Proceeds from disposition of equipment and receivables		200			69
Principal payments of leases, notes and other receivables		249			130
Origination of leases, notes and other receivables		(655	)		–
Net cash (used in) provided by investing activities		(261	)		312
FINANCING ACTIVITIES
Proceeds from intercompany borrowing		200			–
Repayment of debt (including intercompany)		(341	)		(589	)
Payment of cash dividends (including return of capital)		(93	)		(220	)
Net cash used in financing activities		(234	)		(809	)
Net decrease in cash and cash equivalents		(225	)		(202	)
Cash and cash equivalents at beginning of year		305			463
Cash and cash equivalents at end of period	$	80		$	261

NON-CASH INVESTING AND FINANCING ACTIVITIES
Net transfer (from) to assets held for sale or re-lease	$	(1	)	$	254

Net transfer to (from) equipment under operating leases	$	88		$	(179	)

Transfer from finance leases	$	(15	)	$	(20	)

Transfer from other assets	$	(94	)	$	(55	)

Transfer to accounts with Boeing	$	3		$	–

Transfer to investments	$	19		$	–

Decrease/(increase) in debt due to fair value hedge derivatives	$	10		$	(14	)

See Notes to Condensed Consolidated Financial Statements.

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. We have evaluated subsequent events through October 21, 2009, which is the date that these financial statements were issued. Operating results for the period ended September 30, 2009 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 2008 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 lines of credit. We also have an intercompany borrowing and lending arrangement with Boeing.

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

During the first quarter of 2009, under our intercompany borrowing and lending arrangement with Boeing, we loaned Boeing $150, which was repaid in the same quarter. During the second quarter of 2009, we borrowed from Boeing $200, of which we repaid $100 in the third quarter, as reflected in Note 5 – Debt.

In April 2009, Boeing sold us a 100% participation in a $100 note receivable.

There can be no assurances that these intercompany agreements and arrangements will not be terminated or modified by us or Boeing. However, our and Boeing’s ability to terminate or modify the support agreement is subject to certain conditions. See Item 8. Financial Statements and Supplementary Data, Note 2 of our 2008 Annual Report on Form 10-K.

At September 30, 2009, we were the beneficiary under $1,946 of guarantees from Boeing which mitigates our risk with respect to portfolio assets totaling $2,575.

Intercompany guarantee amounts by type are summarized as follows:


	September 30, 2009				December 31, 2008
	Guarantee Amount		Carrying Value		Guarantee Amount		Carrying Value
717 (out of production)	$	1,649	$	2,199	$	1,693	$	2,264
Out of production single-aisle aircraft		171		171		182		182
Out of production twin-aisle aircraft		79		112		182		244
Other, including other Boeing aircraft		47		93		51		94
	$	1,946	$	2,575	$	2,108	$	2,784

At September 30, 2009 and December 31, 2008, Accounts with Boeing included deferred revenue of $72 and $85 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:


	2009			2008
Applied to income	$	45		$	41
Net change in deferred revenue		(13	)		(12	)
Net cash received under intercompany guarantee and subsidy agreements	$	32		$	29

For the nine months ended September 30, 2009 and 2008, we recorded operating lease income from Boeing, exclusive of guarantees and subsidies, of $15 and $25.

For the nine months ended September 30, 2009 and 2008, we recorded new business volume of $590 and $50 related to Boeing aircraft, equipment or services we purchased or financed.

Note 3 – Allowance for Losses on Receivables

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


	2009			2008
Allowance for losses on receivables at beginning of period	$	59		$	74
Provision for (recovery of) losses		17			(5	)
Write-offs		(12	)		(11	)
Recovery of write-offs		1			–
Allowance for losses on receivables at end of period	$	65		$	58

Allowance as a percentage of total receivables		2.0	%		2.1	%

The carrying value of impaired receivables consisted of the following:


	September 30, 2009		December 31, 2008
Impaired receivables with specific impairment allowance	$	–	$	16
Impaired receivables with no specific allowance		149		163
Carrying value of impaired receivables	$	149	$	179

At December 31, 2008, allowance for losses on impaired receivables was $8.

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:


	September 30, 2009			December 31, 2008
Assets placed on non-accrual status:
Receivables	$	1		$	5
Equipment under operating leases, net⁽¹⁾		90			57
		91			62
Assets held for sale or re-lease, net⁽¹⁾		29			19
	$	120		$	81

Percent of non-performing receivables to total receivables		–	%		0.2	%
Percent of total non-performing assets to total portfolio		2.0	%		1.3	%

⁽¹⁾

At September 30, 2009 and December 31, 2008, equipment under operating leases of $317 and $205 and assets held for sale or re-lease of $246 and $361 are not included in non-performing assets due to intercompany guarantees provided by Boeing.

Note 4 – Investments

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


September 30, 2009	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
Available-for-sale investments:
Marketable equity securities⁽¹⁾	$	20	$	1	$	(1	)	$	20
EETC ⁽²⁾		6		–		(1	)		5
Total	$	26	$	1	$	(2	)	$	25


December 31, 2008
Available-for-sale investments:
EETC ⁽²⁾	$	8	$	–	$	(3	)	$	5
Total	$	8	$	–	$	(3	)	$	5

⁽¹⁾

During the third quarter of 2009, we exchanged warrants of $19 held in Other Assets for common stock.

⁽²⁾

At September 30, 2009 and December 31, 2008, the Enhanced Equipment Trust Certificate (EETC) has been in a continuous unrealized loss position for more than 12 months.

We believe that the unrealized losses related to our debt and equity securities are not other-than-temporary. The unrealized losses are driven by market liquidity that has caused price deterioration. We do not have a foreseeable need to liquidate these securities and anticipate recovering the full cost of these securities either as market conditions improve, or as the security matures.

The contractual maturities of available-for-sale debt securities at September 30, 2009, were as follows:


	Cost		Fair Value
Due in one year or less	$	1	$	1
Due from one to five years		4		3
Due from five to ten years		1		1
Total	$	6	$	5

Note 5 – 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 September 30, 2009)	September 30, 2009		December 31, 2008
0.24% intercompany borrowing due through 2009	$	100	$	–
4.00% - 7.58% fixed rate notes due through 2017		3,149		3,396
1.53% - 2.24% floating rate notes due through 2023		120		120
1.36% - 5.79% non-recourse notes due through 2013		62		66
0.94% capital lease obligation due through 2015		64		70
	$	3,495	$	3,652

At September 30, 2009, and December 31, 2008, we were a party to interest rate swaps, which effectively convert debt of $725 and $725 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 September 30, 2009, we were in compliance with these covenants.

Note 6 – Derivative Financial Instruments

We primarily use derivative instruments to manage exposures to interest rate risk. We enter into interest rate swap contracts to hedge interest rate risk associated with our debt obligations. These interest rate swap contracts are designated as cash flow hedges or fair value hedges.

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

The notional amount of our interest rate swaps is disclosed in Note 5 – Debt.

The following table summarizes the effect of our derivative instruments on Accumulated Other Comprehensive Income (AOCI) and the Statement of Operations for the nine months ended September 30:


	2009
	Gain Recognized in AOCI		Loss Reclassified from AOCI into Income
			Location	Amount
Derivatives in cash flow hedging relationships
Interest rate swaps (effective portion)	$	2	Interest Expense	$	(2	)

For the three and nine months ended September 30, 2009, we recognized a gain of $1 and $9 in Other Income related to warrants to purchase common stock of an unaffiliated third party. At September 30, 2009 we no longer held these warrants.

Note 7 – Commitments and Contingencies

Litigation

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

Restructurings and Restructuring Requests

As of September 30, 2009, we have received a number of requests from both domestic and foreign airlines to reduce lease or rental payments or to otherwise restructure obligations. Whether such requests will result in a material adverse impact on our earnings, cash flows and/or financial position depends on a number of factors including whether the request is granted, the type of aircraft, the collateral value, market rental rates and guarantee coverage, if any.

In May 2009, we agreed to a restructuring of lease terms with Midwest Airlines (Midwest), under which Midwest is scheduled to return the remaining six 717 aircraft currently on lease by the end of the current year. We have firm contracts for these aircraft to be placed on lease with Mexicana Group. As a result of guarantees from Boeing that limit our risk of loss for non-payment by Midwest under our existing leases, we do not expect that the return of these aircraft as a result of this restructuring will have a material effect on our financial position, results of operations or cash flow.

Commitments

At September 30, 2009, we and Boeing had unfunded financing commitments of $9,599, primarily resulting from firm contracts, options for deliveries or proposals as part of sales campaigns. These commitments are provided to give

Boeing customers reasonable assurance of financing in connection with orders of Boeing products in advance of delivery. However, customers typically seek lower cost financing from other sources prior to actual delivery. In addition, we continue to work with third party financiers to provide alternative financing to customers and eliminate the need for our financing. Based on historical experience and anticipated capital market acceptance of Boeing aircraft covered by Boeing’s and our current commitments, we anticipate that a significant portion of these commitments will not be exercised by the customer or will expire without being fully drawn upon. However, there can be no assurance given the current capital market disruptions that we will not be required to fund greater amounts than historically required. To the extent we are obligated to provide financing, such financing generally includes participation by engine manufacturers which further reduces our obligation. Therefore, the reported amount of commitments does not necessarily represent a future net cash requirement. However, we expect to ultimately provide funding for those commitments which are exercised, whether they are Boeing’s or our commitments. 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 September 30, 2009) is as follows:


	Total
October through December 2009	$	626
2010		2,153
2011		543
2012		158
2013		1,444
Thereafter		4,675
	$	9,599

Note 8 – Fair Value Measurements

The following tables present our assets and liabilities that are measured at fair value on a recurring basis, as of September 30, 2009 and December 31, 2008, and are categorized using the three levels of fair value hierarchy.


	September 30, 2009
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale investments:
Marketable equity securities	$	20	$	20	$	–	$	–
EETC		5		–		–		5
Interest rate swaps		38		–		38		–
Total	$	63	$	20	$	38	$	5


	December 31, 2008
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale investments:
EETC	$	5		$	–	$	–		$	5
Interest rate swaps		48			–		48			–
Warrants		10			–		–			10
Total	$	63		$	–	$	48		$	15


Liabilities
Interest rate swaps	$	(3	)	$	–	$	(3	)	$	–
Total	$	(3	)	$	–	$	(3	)	$	–

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

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

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

Warrants. The fair value of warrants is determined using a third party options model. Principal inputs to the model include stock price, volatility and time to expiry. Unrealized gains (losses) are recorded in Other income.

The following table presents a reconciliation of Level 3 assets measured at fair value on a recurring basis at September 30, 2009. At September 30, 2008, there were no Level 3 assets valued on a recurring basis.


	September 30, 2009
	Fair Value Beginning of Year		Unrealized Gains Included in Income		Accumulated Other Comprehensive Gain/(Loss)		Purchases, Sales, and Settlements			Transfers In/(Out)		Fair Value at End of Period
Assets
EETC	$	5	$	–	$	1	$	(1	)	$	–	$	5
Warrants		10		9		–		(19	)		–		–
Total	$	15	$	9	$	1	$	(20	)	$	–	$	5

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


	2009					2008
	Carrying Value		Total Losses			Carrying Value		Total Losses
Assets
Receivables⁽¹⁾	$	1	$	(6	)	$	8	$	(5	)
Equipment under operating leases⁽²⁾		91		(26	)		–		–
Assets held for sale or re-lease⁽²⁾		33		(7	)		–		–
Total	$	125	$	(39	)	$	8	$	(5	)

⁽¹⁾

Represents carrying value and related write downs of receivables which were based on the fair value for the related aircraft collateral.

⁽²⁾

Represents carrying value and related write downs which were based on the fair value for the related aircraft.

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


	September 30, 2009						December 31, 2008
	Carrying Value			Fair Value			Carrying Value			Fair Value
ASSETS
Notes and other	$	1,159		$	1,189		$	697		$	701
LIABILITIES
Debt, excluding capital lease obligations	$	(3,431	)	$	(3,613	)	$	(3,582	)	$	(3,646	)
OFF-BALANCE SHEET ARRANGEMENTS
Guarantor obligations from us	$	(3	)	$	(3	)	$	(3	)	$	(3	)

Items not included in the above disclosures are Cash and cash equivalents. The carrying value of those items approximate their fair value at September 30, 2009, as reflected in the Consolidated Balance Sheets.

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

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

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

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

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

Note 9 – Concentrations

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

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


	September 30, 2009
	Carrying Value		% of Total Portfolio
AirTran	$	1,586	25.9%
American		546	8.9
Hawaiian		458	7.5
Delta		412	6.7
Continental		351	5.8
	$	3,353	54.8%


	December 31, 2008
	Carrying Value		% of Total Portfolio
AirTran	$	1,529	25.4%
American		552	9.2
Hawaiian		467	7.8
Continental		374	6.2
Virgin Atlantic		223	3.7
	$	3,145	52.3%

For the nine months ended September 30, 2009 and 2008, AirTran Holdings, Inc. accounted for 19% and 18% of our revenue.

Portfolio carrying values were represented in the following regions:


	September 30, 2009				December 31, 2008
	Carrying Value		% of Total Portfolio		Carrying Value		% of Total Portfolio
United States ⁽¹⁾	$	4,542	74.3	%	$	4,457	74.0%
Europe		825	13.5			1,037	17.2
Asia/Australia		341	5.6			341	5.7
Latin America		285	4.6			122	2.0
Other		121	2.0			66	1.1
	$	6,114	100.0	%	$	6,023	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:


	September 30, 2009		December 31, 2008
717	$	2,298	$	2,365
757		920		991
737		602		475
767		497		550
MD-11⁽¹⁾		431		560
777		399		81
747		354		383
MD-80		249		298
Other ⁽²⁾		364		320
	$	6,114	$	6,023

⁽¹⁾

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

⁽²⁾

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

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


	September 30, 2009		December 31, 2008
2004 and newer	20.9	%	12.8%
1999 – 2003	57.2		60.4
1994 – 1998	8.5		11.3
1993 and older	13.4		15.5
	100.0	%	100.0%

Note 10 – Discontinued Operations

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

Part of the purchase and sale agreement with GECC includes a loss sharing arrangement for losses that may exist at the end of the initial and subsequent financing periods of the transferred portfolio assets, or in some instances, prior to the end of the financing period. Such losses may result from asset sales, provisions for loss or asset impairment charges offset by gains from asset sales. The loss sharing arrangement provides that

cumulative net losses (if any) are to be shared between us and GECC. The provisions effectively limit our exposure to any losses to $245. At September 30, 2009, our maximum exposure to loss associated with the loss sharing arrangement was $220, for which we have accrued a liability of $55.

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


	2009		2008
Reserve at beginning of period	$	39	$	59
Increase (reduction) in reserve		14		(28	)
Payments received from GECC		2		8
Reserve at end of period	$	55	$	39

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, 2009, and the related condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 2009 and 2008, and of shareholder’s equity and comprehensive income, and of cash flows for the nine-month periods ended September 30, 2009 and 2008. 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, 2008, 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 9, 2009, 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, 2008 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 21, 2009

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,” “targets,” 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 following:

–

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

–

the impact of bankruptcies or restructurings on commercial airline customers,

–

the impact of changes in aircraft valuations,

–

the sufficiency of our liquidity, including access to capital markets,

–

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

–

the market acceptance of Boeing products,

–

a decline in Boeing’s or our financial performance, outlook or credit ratings,

–

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

–

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

–

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

–

the adequacy of coverage of our allowance for losses on receivables,

–

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, 2008, 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, 2009, we continued to focus on supporting Boeing’s major businesses and managing our overall financial exposures.

During the nine months ended September 30, 2009, a weak global economic environment and capital market disruptions affected the availability of credit for the airline industry. While sources of financing available for aircraft deliveries have improved during the year, we provided limited financing to certain Boeing customers. To the extent capital market conditions continue to improve, we believe the overall aircraft financing market should improve as well and lessen the need for us to provide financing.

The weak economic environment has adversely affected the airline industry and our customers’ operations and financial performance. This in turn has impacted our revenues, earnings and cash flows.

At September 30, 2009, our portfolio consisted of equipment under operating leases, finance leases, notes and other receivables, assets held for sale or re-lease and investments. At September 30, 2009, we owned 277 commercial aircraft and two C-40 aircraft and had partial ownership or security interest in an additional 47 aircraft. Our portfolio at September 30, 2009 increased to $6.1 billion from $6.0 billion at December 31, 2008. The following table summarizes the net change in our total portfolio:


(Dollars in millions)	Nine Months Ended September 30, 2009			Year Ended December 31, 2008
New business volume	$	736		$	155
Write-offs		(12	)		(11	)
Recovery of write-offs		1			–
Transfer of assets		19			–
Asset impairment and other charges		(35	)		(35	)
Asset run off and prepayments		(260	)		(329	)
Asset dispositions		(199	)		(69	)
Depreciation and amortization expense		(159	)		(220	)

Net change in portfolio balance	$	91		$	(509	)

At September 30, 2009 and December 31, 2008, we had $460 million and $685 million of assets that were held for sale or re-lease, of which $431 million and $305 million had either executed term sheets with deposits or firm contracts to be sold or placed on lease. In March 2009, Mexicana Group committed to lease 25 717 aircraft, including eight of which were placed on lease and 11 that were held for re-lease at September 30, 2009. The remaining six aircraft are currently on lease to Midwest Airlines as of September 30, 2009 and are scheduled to return by the end of the current year. Additionally, aircraft subject to leases with a carrying value of approximately $346 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 aircraft subject to leases with a carrying value of approximately $179 million had either executed term sheets with deposits or firm contracts at September 30, 2009.

Our net income was $62 million for the nine months ended September 30, 2009 compared with $107 million for the same period in 2008, a decrease of $45 million.

Consolidated Results of Operations

Revenue

Revenue was $496 million for the nine months ended September 30, 2009 compared with $535 million for the same period in 2008, a decrease of $39 million.

Finance lease income was $112 million for the nine months ended September 30, 2009, a decrease of $13 million compared with the same period in 2008, primarily due to a decrease in the weighted average balance of finance leases as a result of normal run-off, reclassification to equipment under operating lease and asset dispositions. Without the support from Boeing in the form of intercompany guarantees our Finance lease income, would have been $9 million less than reported, for the nine months ended September 30, 2009. For a discussion of our relationship with Boeing, see Item 1. Financial Statements, Note 2 – Transactions with Boeing.

Interest income on notes receivable was $53 million for the nine months ended September 30, 2009, an increase of $12 million compared with the same period in 2008, due to an increase in the notes receivables balance partially offset by a decrease in the weighted average annual effective interest rate to 7.4% from 8.2%.

Operating lease income was $304 million for the nine months ended September 30, 2009, a decrease of $43 million compared with the same period in 2008, primarily due to a decrease in the equipment under operating leases as a result of the return of aircraft and asset dispositions. Without the support from Boeing in the form of intercompany guarantees our Operating lease income, which includes income applied to assets classified as held for re-lease, would have been $36 million and $39 million less than reported, for the nine months ended September 30, 2009 and 2008. For a discussion of our relationship with Boeing, see Item 1. Financial Statements, Note 2 – Transactions with Boeing.

Expenses

Expenses were $384 million for the nine months ended September 30, 2009 compared with $392 million for the same period in 2008, a decrease of $8 million.

Interest expense was $132 million for the nine months ended September 30, 2009, a decrease of $41 million compared with the same period in 2008, primarily due to a decrease in the balance of debt outstanding as a result of scheduled debt repayments and a decrease in the weighted average annual effective interest rate on all borrowings to 4.9% from 5.4%.

Depreciation expense was $159 million for the nine months ended September 30, 2009, a decrease of $8 million compared with the same period in 2008, due in part to a lower depreciable balance of equipment under operating leases.

The provision for losses was $17 million for the nine months ended September 30, 2009, compared with a recovery of $5 million for the same period in 2008. The increase in our allowance through a provision for losses was primarily due to declines in aircraft collateral values exceeding run off of our finance leases and notes receivable.

Asset impairment expense was $33 million for the nine months ended September 30, 2009, an increase of $26 million compared with the same period in 2008, primarily due to reduced projected cash flows for certain aircraft.

Other expense was $8 million for the nine months ended September 30, 2009, a decrease of $4 million compared with the same period in 2008 primarily due to lower aircraft delivery, maintenance and modification expense.

Provision for income tax

Provision for income tax was $42 million for the nine months ended September 30, 2009, a decrease of $11 million compared with the same period in 2008, primarily due to a decrease in pre-tax income.

Loss on disposal of discontinued operations

Loss on disposal of discontinued operations, net of tax, was $8 million for the nine months ended September 30, 2009, due to an increase in our expected losses under our loss sharing agreement with General Electric Capital Corporation related to the sale of certain assets of our Commercial Financial Services business in 2004. This compared to a gain of $17 million, net of tax, for the nine months ended September 30, 2008.

Liquidity and Capital Resources

Our cash and cash equivalents balance was $80 million at September 30, 2009, a decrease from $305 million at December 31, 2008. The following is a summary of the change in our cash and cash equivalents for the nine months ended September 30:


(Dollars in millions)	2009			2008
Net cash provided by operating activities	$	270		$	295
Net cash (used in) provided by investing activities		(261	)		312
Net cash used in financing activities		(234	)		(809	)

Net decrease in cash and cash equivalents	$	(225	)	$	(202	)

Operating activities

During the nine months ended September 30, 2009, net cash provided by operating activities included net income from operations of $62 million. We had net adjustments for non-cash items of $168 million which primarily related to depreciation expense. We also had a net decrease in cash due to changes in assets and liabilities of $40 million.

During the nine months ended September 30, 2008, net cash provided by operating activities included net income from operations of $107 million. We had net adjustments for non-cash items of $278 million which primarily related to depreciation expense and an increase in deferred income taxes. We also had a net decrease in cash of $90 million due to changes in assets and liabilities.

Investing activities

During the nine months ended September 30, 2009, net cash used in investing activities primarily included $655 million relating to the origination of notes receivable offset by asset run off.

During the nine months ended September 30, 2008, net cash provided by investing activities primarily resulted from asset run off.

Financing activities

During the nine months ended September 30, 2009, net cash used in financing activities included scheduled debt repayments of $341 million (including $100 million of intercompany debt) and cash dividends (including return of capital) to Boeing of $93 million offset by intercompany borrowings of $200 million from Boeing.

During the nine months ended September 30, 2008, net cash used in financing activities included scheduled debt repayments of $589 million and cash dividends (including return of capital) to Boeing of $220 million.

Outstanding debt at September 30, 2009 and December 31, 2008 was $3.5 billion and $3.7 billion, of which $1.0 billion will be due in the next 12 months. During the nine months ended September 30, 2009, we had no commercial paper borrowings outstanding. Our leverage (ratio of debt to equity) at September 30, 2009 and December 31, 2008 was 5.0-to-1.

We require liquidity, primarily to fund financing commitments, meet debt obligations and fund our operating expenses. Financing commitments made by us and Boeing totaled $9.6 billion as of September 30, 2009. We anticipate that a significant portion of these commitments will not be exercised given alternative financing sources available to our customers. Given the challenges faced by the aircraft financing market we have been financing a small number of new aircraft deliveries in 2009 and we expect to continue to do so into the foreseeable future. We expect that any future borrowing needs would be met by issuing commercial paper or term debt, or obtaining funding from Boeing. There can be no assurance that the cost of funding or availability of funding sources to us will not be adversely impacted in the future.

During the third quarter of 2009, we established a $750 million medium-term notes program and a $750 million retail notes program, each pursuant to our $5.0 billion SEC registration statement for debt securities that became effective on November 12, 2008. We have not issued any securities under those programs or otherwise used this registration statement. In the event we choose to pursue funding under these programs or otherwise pursuant to our SEC registration statement, the availability of such funding will depend on investor demand and market conditions.

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

Risks that could affect our liquidity include among others:

–

continuance or worsening of the downturn in the economy,

–

significant restructurings, defaults or bankruptcies by airlines,

–

additional 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, 2008.

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 29, 2009, Standard & Poor’s (S&P) affirmed Boeing’s and our A+ credit rating but changed its outlook from stable to negative, citing the challenging commercial aviation environment. On April 10, 2009, S&P placed Boeing’s and our A+ credit ratings on credit watch with negative implications. The rating for short-term borrowings was reaffirmed at A-1. On April 30, 2009, Fitch Ratings affirmed Boeing’s and our A+ credit rating but changed its outlook from stable to negative. On July 29, 2009, S&P lowered Boeing’s and our long-term ratings from A+ to A. On October 14, 2009, Moody’s affirmed Boeing’s and our A2 and P-1 ratings, but changed its outlook from neutral to negative.

Additional Disclosures Regarding Allowance for Losses on Receivables

The following table reconciles the changes in the allowance for losses on receivables for the nine months ended September 30, 2009 and 2008. Column 3 presents this information, calculated in accordance with our accounting policy, if the impact of intercompany guarantees from Boeing were excluded. The exclusion of the net impact of intercompany guarantees shown in Column 2 would increase the applicable exposure for various receivables. Management believes that the presentation of this information provides more complete information on the effect of intercompany guarantees provided by Boeing.


(Dollars in Millions)	(1)			(2)		(3)
2009	Allowance for losses			Impact of intercompany guarantees from Boeing		Allowance excluding intercompany guarantees
Allowance for losses on receivables at beginning of period	$	59		$	210	$	269
Provision for losses		17			13		30
Write-offs		(12	)		–		(12)
Recovery of write-offs		1			–		1

Allowance for losses on receivables at end of period	$	65		$	223	$	288

Allowance as a percentage of total receivables		2.0	%				9.0%

2008
Allowance for losses on receivables at beginning of period	$	74		$	121	$	195
Provision for (recovery of) losses		(5	)		80		75
Write-offs		(11	)		–		(11)
Allowance for losses on receivables at end of period	$	58		$	201	$	259

Allowance as a percentage of total receivables		2.1	%				9.2%

Item 4. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer have evaluated our disclosure controls as of September 30, 2009 and concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2008.

Item 6. Exhibits

A. Exhibits


Exhibit 15		Letter From Independent Registered Public Accounting Firm Regarding Unaudited Interim Financial Information.

Exhibit 31.1		Certification of President pursuant to Rules 13a-15(e) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2		Certification of Chief Financial Officer pursuant to Rules 13a-15(e) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1		Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This document is being furnished in accordance with Securities and Exchange Commission Release Nos. 33-8212 and 34-47551.

Exhibit 32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This document is being furnished in accordance with Securities and Exchange Commission Release Nos. 33-8212 and 34-47551.

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

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 21, 2009		/s/ KEVIN R. MILLISON
		Kevin R. Millison Vice President and Chief Financial Officer (Principal Financial Officer) and Registrant’s Authorized Officer

October 21, 2009		/s/ KEVIN J. MURPHY
		Kevin J. Murphy Controller (Principal Accounting Officer)

September 30, 2009

Other Assets

Other Liabilities

Derivatives designated as hedging instruments - Interest rate swaps