UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 12, 2010

Boeing Capital Corporation

(Exact name of registrant as specified in its charter)

(425) 965-4000

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01 Entry into a Material Definitive Agreement

On November 12, 2010, The Boeing Company (“Boeing”) entered into a $2.376 billion, 364-day revolving credit agreement (the “364-Day Credit Agreement”), with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent, and a syndicate of lenders as defined in the 364-Day Credit Agreement. This facility replaces the $1.525 billion, 364-day credit agreement Boeing entered into on November 13, 2009. We are a designated subsidiary borrower under the 364-Day Credit Agreement. Pursuant to a letter agreement dated November 12, 2010 between us and Boeing, we have been given exclusive access by Boeing to $500 million of the $2.376 billion revolving credit line under the 364-Day Credit Agreement. Any borrowings under the 364-Day Credit Agreement by us will be guaranteed by Boeing.

Under the 364-Day Credit Agreement, Boeing will pay a commitment fee of 0.10% per annum on the unused commitments. Borrowings under the 364-Day Credit Agreement that are not based on Eurodollar rates bear interest at an annual rate based on the “base rate” of interest in effect plus the applicable margin. The “base rate” of interest is the highest of (1) the rate announced publicly by Citibank, N.A., from time to time, as its “base” rate, (2) the federal funds rate plus 0.50% and (3) the British Bankers Association one month LIBOR plus 1.00%. The “applicable margin” is the greater of (1) the market rate spread minus 1.00% and (2) 0% per annum. The “market rate spread” means at any date Boeing’s credit default swap mid-rate spread for the one-year period beginning on the most recent reset date for the applicable advance, provided that the market rate spread shall have a floor of 0.50% and a cap of 1.50%. Borrowings under the 364-Day Credit Agreement that are based on Eurodollar rates are generally based on an applicable LIBOR rate plus the market rate spread.

The 364-Day Credit Agreement contains customary terms and conditions, including covenants restricting Boeing’s ability to incur liens, merge or consolidate with another entity, and permit consolidated debt (as defined in the 364-Day Credit Agreement) to exceed 60% of Boeing’s total capital (as defined in the 364-Day Credit Agreement). Events of default under the 364-Day Credit Agreement include: (1) failure to pay outstanding principal or interest within five business days of when due, (2) failure of representations or warranties to be correct in any material respect, (3) failure to perform any other term, covenant or agreement, which failure is not remedied within 30 days of notice, (4) a cross-default with other debt in certain circumstances, (5) the incurrence of certain liabilities under the Employee Retirement Income Security Act and (6) bankruptcy and other insolvency events. If an event of default occurs and is continuing, the lenders would have the right to accelerate and require the repayment of all amounts outstanding under the 364-Day Credit Agreement and would not be required to advance any additional funds under the 364-Day Credit Agreement.

As described in our Form 8-K filed November 21, 2007, on November 16, 2007, Boeing entered into a $2.0 billion, five-year revolving credit agreement (the “Five-Year Credit Agreement”), with Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent, and a syndicate of lenders as defined in the Five-Year Credit Agreement. Pursuant to a letter agreement dated November 12, 2010 between us and Boeing, we have been given exclusive access by Boeing to $1.0 billion of the $2.0 billion revolving credit line under the Five-Year Credit Agreement. We are a designated Subsidiary Borrower under the Five-Year Credit Agreement.

Some of the lenders under the 364-Day Credit Agreement and under the Five-Year Credit Agreement and their affiliates have various relationships with Boeing and its subsidiaries involving the provision of financial services, including cash management, investment banking, and trust and leasing services. In addition, Boeing and certain of its subsidiaries have entered

into foreign exchange and other derivative arrangements with certain of the lenders and their affiliates.

The foregoing description is qualified in its entirety by the 364-Day Credit Agreement, which is filed as an exhibit hereto.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information described above under “Item 1.01. Entry into a Material Definitive Agreement” is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

SIGNATURE

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, hereunto duly authorized.

INDEX TO EXHIBITS