BOEING CAPITAL CORP - FORM 10-K

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - BOEING CAPITAL CORP	Financial_Report.xls
EX-12 - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES - BOEING CAPITAL CORP	d273769dex12.htm
EX-23 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - BOEING CAPITAL CORP	d273769dex23.htm
EX-31.1 - CERTIFICATION OF PRESIDENT PURSUANT TO RULE 13A-14 - BOEING CAPITAL CORP	d273769dex311.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 - BOEING CAPITAL CORP	d273769dex322.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14 - BOEING CAPITAL CORP	d273769dex312.htm
EX-32.1 - CERTIFICATION OF PRESIDENT PURSUANT TO 18 U.S.C. SECTION 1350 - BOEING CAPITAL CORP	d273769dex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2011

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)

Registrant’s telephone number, including area code (425) 965-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

5.80% Senior Notes due 2013

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Common stock, par value $100 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant 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 x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (Not applicable)

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 ¨ No x

No common stock is held by non-affiliates of the registrant. Common stock shares outstanding at February 1, 2012: 50,000 shares

Registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format.

DOCUMENTS INCORPORATED BY REFERENCE: None

Table of Contents


			*Page*
*Part I*

	Item 1.	Business	2

	Item 1A.	Risk Factors	3

	Item 1B.	Unresolved Staff Comments	5

	Item 2.	Properties	5

	Item 3.	Legal Proceedings	6

	Item 4.	Mine Safety Disclosures	6

*Part II*

	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7

	Item 6.	Selected Financial Data	7

	Item 7.	Management’s Narrative Analysis of the Results of Operations	7

	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15

	Item 8.	Financial Statements and Supplementary Data	15

	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	39

	Item 9A.	Controls and Procedures	39

	Item 9B.	Other Information	39

*Part III*

	Item 10.	Directors, Executive Officers and Corporate Governance *	40

	Item 11.	Executive Compensation *	40

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters *	40

	Item 13.	Certain Relationships and Related Transactions, and Director Independence *	40

	Item 14.	Principal Accounting Fees and Services	40

*Part IV*

	Item 15.	Exhibits, Financial Statement Schedules	41

	Signatures		43

*	Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

PART I

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates” and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include statements relating to our future financial condition and operating results, future portfolio size, amounts of new aircraft financing, future levels of indebtedness and debt-to-equity ratios, the outcome of contingencies as well as any other statement that does not directly relate to any historical or current fact.

Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are risks related to:

–

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, restructurings or mergers and acquisitions 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, which can be affected by a number of factors, including global economic conditions, economic and monetary crises, legislative and regulatory changes, and availability of and policies regarding governmental export finance support;

–

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

–

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

–

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

–

the adequacy of coverage of our allowance for losses on receivables; and

–

volatility in our earnings due to the timing of asset sales, other risk mitigation activities, fluctuations in our portfolio size and changes in interest rates.

Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission (SEC), including the “Risk Factors” contained on pages 3 through 5 of this report, “Management’s Narrative Analysis of the Results of Operations” and Note 12 to our Consolidated Financial Statements included in this report and our Current Report on Form 8-K. Any forward-looking statement herein speaks only as of the date on which it is made, and we assume no obligation to update or revise any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law.

Item 1. Business

GENERAL

Boeing Capital Corporation (together with its subsidiaries, referred to as “us,” “we,” “our” or the “Company”) is a wholly owned subsidiary of Boeing. The Company was incorporated in Delaware in 1968. In the commercial aircraft market, we facilitate, arrange, structure and provide selective financing solutions for Boeing’s Commercial Airplanes customers. In the space and defense markets, we primarily arrange and structure financing solutions for Boeing’s Defense, Space & Security customers.

At December 31, 2011, our portfolio consisted of equipment under operating leases, finance leases, notes and other receivables, assets held for sale or re-lease and investments. At December 31, 2011, our portfolio totaled $4.3 billion, which was substantially collateralized by Boeing commercial aircraft. At December 31, 2011, we owned 231 commercial aircraft and had partial ownership or security interest in an additional 49 aircraft.

RISK MANAGEMENT

We monitor the potential volatility in the value of our portfolio and the amount of capital required to support our portfolio, using internally and externally developed statistical models. In addition, we track and analyze our exposure to potential net income fluctuations, analyze and assess transactional support and guarantees, and assess individual transaction values considering factors such as forecasted aircraft values and potential credit rating migrations. This analysis allows us to structure transactions that are designed to achieve our targeted balance of risks and rewards.

RELATIONSHIP WITH BOEING

We have agreements with Boeing that are significant to our operation. These agreements provide for financial support, among other things. At December 31, 2011, Boeing provided us with various types of partial and full guarantees, including first loss deficiency guarantees, residual value guarantees and rental loss guarantees, with a maximum potential value of $1.6 billion related to portfolio assets totaling $1.9 billion. For further discussion of these guarantees, agreements and other arrangements with Boeing, see Item 8. Financial Statements and Supplementary Data, Note 2.

For a further description of significant factors that may affect Boeing, see Boeing’s Annual Report on Form 10-K for the year ended December 31, 2011. That report is not incorporated by reference into this filing of Boeing Capital Corporation.

COMPETITIVE CONDITIONS

The value of Boeing products we finance is influenced by the aerospace and financial markets and general economic conditions. The financing solutions we develop are part of overall sales campaigns and can be integral to Boeing winning orders in the commercial aircraft and space and defense markets. During campaigns, Boeing competes against other companies also offering in-house customer financing. Some customers require a financing commitment prior to ordering aircraft. Third party financiers are often unwilling to offer financing when orders are made since there may be a period of several years between order and delivery. Therefore, we may provide a financing commitment when products are ordered and subsequently assist our customers in obtaining alternative financing from third parties.

When we sell or remarket used aircraft, we compete with other leasing companies and financial institutions primarily on the basis of pricing, terms, structure and service. The prices at which we sell aircraft or rental rates at which we lease aircraft are impacted by the demand for suitable aircraft and the quantity and type of aircraft that are available. For further discussion on the airline industry environment, see Item 7. Management’s Narrative Analysis of the Results of Operations, Business Environment and Trends.

SIGNIFICANT CONCENTRATIONS

For a discussion of our geographic and portfolio concentrations, see Item 8. Financial Statements and Supplementary Data, Note 15.

EMPLOYEES

At December 31, 2011, we had 146 employees, compared with 151 at December 31, 2010. While we believe that our current level of employment is adequate to support our current and projected business operations over the next year, our actual employment levels may vary from our current levels due to changes in the needs and requirements of our business operations and timing of filling open positions. No employees are covered by collective bargaining agreements. We believe our employee relations are satisfactory. As of February 1, 2012, we had 146 employees.

AVAILABLE INFORMATION

General information about us can be found at www.boeing.com. The information contained on or connected to Boeing’s web site is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report filed by the Company with the SEC. Our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments to those reports, are available free of charge through Boeing’s website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. These reports may also be obtained at the SEC’s public reference room at 100 F Street N.E. Washington, DC 20549. Information on the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0330.

The SEC also maintains a website at www.sec.gov that contains reports and other information regarding SEC issuers, including Boeing and Boeing Capital Corporation.

Item 1A. Risk Factors

An investment in our debt securities involves risks and uncertainties and our actual results and future trends may differ materially from our past or projected future performance due to a variety of factors. We urge investors to consider carefully the risk factors described below in evaluating the information contained in this report.

A substantial deterioration in the financial condition of the commercial airline industry may adversely impact us.

The financial condition of the airline industry is of particular importance to us because substantially all of our portfolio consists of lease and loan financing with commercial airline customers. If terrorist attacks; a serious health epidemic; significant regulatory actions in response to environmental, safety or other concerns; increases in fuel-related costs or other exogenous events were to occur, a material adverse effect on the airline industry, increased requests for financing, significant defaults by airline customers, repossessions of aircraft or airline bankruptcies and restructurings could result. If this were to occur, aircraft values or lease rates could decline. These events could have a material adverse effect on our earnings, cash flows and/or financial position.

We may be unable to obtain debt to fund our operations and contractual commitments at competitive rates, on commercially reasonable terms or in sufficient amounts.

We depend, in part, upon the issuance of debt to fund our operations and contractual commitments. If we were called upon to fund a substantial portion of outstanding financing commitments made by us and Boeing, our market liquidity may not be sufficient. A number of factors could cause us to incur increased borrowing costs and to have greater difficulty accessing public and private markets for debt. These factors include disruptions or declines in the global capital markets (including any impacts related to the European sovereign debt crisis or other broader market developments), and a decline in Boeing’s or our own financial performance or outlook or credit ratings. The occurrence of any or all of these events may adversely affect our ability to fund our operations and contractual commitments or financing commitments made by us or Boeing.

Our allowance for losses on receivables may prove to be inadequate.

Our allowance for losses on receivables is intended to cover probable losses on notes receivable and finance leases. Unexpected adverse changes in the economy or other events adversely affecting our customers, the airline industry as a whole or collateral values could cause us to make additional provisions, which could have a material adverse effect on our earnings and/or financial position.

We may be required to recognize significant asset impairment charges on equipment under operating leases.

We periodically review our portfolio of equipment under operating leases for impairment. The cumulative undiscounted cash flows expected to result from the use and eventual disposition of these assets are greater than their carrying value. However, the fair value of certain of these assets as measured at their expected sale price is less than their carrying value. Expected undiscounted cash flows could be adversely affected by certain factors, including credit deterioration of a lessee, declines in future rental rates or by a change in our intention to hold or dispose of an asset. If, during our periodic reviews, we determine that the fair value of an asset is less than the carrying value and the revised expected undiscounted cash flows reflect an adverse change, we may recognize impairment charges, which could have a material adverse effect on our earnings and/or financial position.

We may be unable to maintain assets on lease at satisfactory lease rates.

Our profitability depends largely on our ability to maintain assets on lease at satisfactory lease rates. A number of factors can adversely affect utilization and lease rates, including, but not limited to, reduced demand or oversupply in the markets in which the company operates and changes in customer preferences for aircraft types. For example, bankruptcies or restructurings of our current or potential customers could lead to reduced demand for leased aircraft and reduced lease rates. If aircraft lease rates fall or if a significant number of our aircraft were to remain idle for an extended period, there could be a material adverse effect on our earnings, cash flows and/or financial position.

We face competition which could cause us to lower our lease rates and offer terms which may affect our financial results.

Our primary competitors include other commercial aircraft, aerospace and defense companies offering in-house customer financing as well as other finance companies. Additionally, when selling or re-leasing used aircraft, we compete with other leasing companies and finance companies in the used aircraft market. We compete primarily based upon pricing, terms, structure, service and type of aircraft offered. Increased competition could have a material adverse effect on our earnings, cash flows and/or financial position.

We are a wholly owned subsidiary and therefore subject to strategic decisions of Boeing and affected by Boeing’s performance.

We are fundamentally affected by our relationship with Boeing. As a wholly owned subsidiary of Boeing we are subject to a wide range of possible strategic decisions which Boeing may make from time to time. Those strategic decisions could include the level and types 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. In addition, circumstances affecting Boeing can significantly affect us. For example, our debt ratings are closely tied to those of Boeing, and when rating agencies take actions regarding Boeing’s ratings, they may take the same actions with respect to our ratings. Significant changes in Boeing’s overall strategy or its relationship with us or material adverse changes in Boeing’s performance could have a material adverse effect on us.

We may experience volatility and decreases in our earnings due to a reduced asset base.

From time to time, we may sell notes, leases, investments or other assets from our portfolio. The timing of these sales could affect our earnings due to the resulting gains or losses. If we sell assets from our portfolio or if normal portfolio runoff or prepayments from customers occur and we do not replace those assets, our income may decline.

We operate in a highly regulated industry and changes in laws or regulations may affect us.

Aspects of our business are regulated by state, federal and foreign governmental authorities. We are also subject to various laws and judicial and administrative decisions, mostly as a result of our activities as a lender and lessor, that restrict or regulate, among other things,

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our credit granting and financing activities,

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the establishment of maximum interest rates,

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financing transactions we enter into,

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our collection, foreclosure, repossession and claims-handling procedures and other trade practices,

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the use and reporting of information related to a borrower’s or lessee’s credit experience and other data collection, and

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disclosure requirements.

We may not be able to forecast changes to legislation; tax, accounting and other regulations; and judicial and administrative decisions and orders or interpretations, and these changes could have a material adverse effect on our earnings, cash flows and/or financial position. Our operations and results could also be materially impacted by financial regulatory reform.

We may act to mitigate certain risk in our portfolio assets.

When market conditions permit, we may consider asset sales or other risk reduction initiatives which may involve adjustments in our capital structure, portfolio size and portfolio risk. If we pursue any of those actions our future earnings could be impacted.

A significant portion of our portfolio is concentrated among certain customers based in the United States, and in certain types of Boeing aircraft, which exposes us to concentration risks.

A significant portion of our portfolio is concentrated among certain customers and in distinct geographic regions, particularly in the United States. Our portfolio is also concentrated by varying degrees across Boeing aircraft product types, most notably out-of-production Boeing aircraft such as 717 aircraft. Our concentration risk is mitigated in part by intercompany guarantees from Boeing with respect to certain portfolio assets, which primarily relate to 717 aircraft. Nonetheless, if one or more customers holding a significant portion of our portfolio assets experiences financial difficulties, defaults or does not renew its leases with us at their expiration and we are unable to redeploy the aircraft on reasonable terms, or if the types of aircraft that are concentrated in our portfolio suffer greater than expected declines in value, our earnings, cash flows and/or financial position could be materially adversely affected.

Our portfolio and indebtedness may significantly increase if we are required to fund greater amounts than historically required.

Boeing’s and BCC’s outstanding financing commitments increased significantly in 2011. Financing commitments may continue to increase as a result of general market conditions, customer requirements or as a result of competition in the marketplace. While we work with third party financiers to provide alternative financing to customers, there can be no assurances that we will not be required to fund greater amounts than historically required. Such requirements could significantly increase our capital requirements and level of indebtedness.

Circumstances and conditions may change. Accordingly, additional risks and uncertainties not currently known, or that we currently deem not material, may also adversely affect our business operations.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

Our headquarters, which is our main administrative and operational facility, is located in Renton, Washington, and is leased by Boeing. We also have offices in greater Los Angeles, California; Beijing, China; Hong Kong, China; London, England; and Moscow, Russia.

We believe that our properties are suitable and adequate to meet the requirements of our business.

Item 3. 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 effect on our earnings, cash flows and/or financial position.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

We are a wholly owned subsidiary of The Boeing Company (Boeing), and accordingly, there is no public trading market for our common stock. In 2011 and 2010, we declared and paid dividends (including return of capital) totaling $228 million and $108 million to Boeing.

A covenant in one of our debt agreements requires us to 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. At December 31, 2011, as well as at each quarter end during the year, we were in compliance with this covenant.

Item 6. Selected Financial Data

The selected consolidated financial data should be read in conjunction with our audited Consolidated Financial Statements and with Item 7. Management’s Narrative Analysis of the Results of Operations.


	Years Ended December 31,
(Dollars in millions)	2011		2010		2009		2008		2007
New business volume ⁽¹⁾	$	239	$	72	$	766	$	155	$	24

Statement of operations data:
Revenue	$	532	$	639	$	660	$	703	$	815
Income from continuing operations	$	78	$	96	$	80	$	102	$	147

Dividends to Boeing (including return of capital)	$	228	$	108	$	93	$	254	$	408
Non-cash capital contributions from Boeing	$	1	$	2	$	2	$	3	$	5

Balance sheet data:
Cash and cash equivalents	$	941	$	425	$	596	$	305	$	463

Portfolio ⁽²⁾	$	4,327	$	4,694	$	5,666	$	6,023	$	6,532

Total assets	$	5,578	$	5,986	$	6,774	$	6,378	$	7,044
Total debt	$	3,400	$	3,446	$	4,075	$	3,652	$	4,327

Debt to Shareholder’s equity ratio		6.3		5.0		5.8		5.0		5.0
Ratio of earnings to fixed charges ⁽³⁾		2.0		2.0		1.7		1.7		1.8

⁽¹⁾

New business volume consists of capitalized costs and funded transactions that have been recorded as notes, leases or investments excluding transfers from Boeing.

⁽²⁾

Portfolio consists of equipment under operating leases, finance leases, notes and other receivables, assets held for sale or re-lease and investments.

⁽³⁾

For the purpose of computing the ratio of earnings to fixed charges, earnings consists of income from continuing operations before provision for income tax and fixed charges; and fixed charges consists of interest.

Item 7. Management’s Narrative Analysis of the Results of Operations

The following should be read in conjunction with our Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.

Business Environment and Trends

Political turmoil in the Middle East, the March 2011 natural disasters in Japan, the European sovereign debt crisis, deficit reduction challenges in the United States, and high fuel prices continue to impact the global economy and airline traffic and costs. In the face of these challenges, passenger traffic has

generally been more resilient than air cargo traffic. Air cargo traffic began contracting in May, and 2011 full year estimates indicate no growth over 2010. In contrast, 2011 passenger traffic year-over-year growth is expected to average around 6%, above the long-term average of 5%. However, there continues to be significant performance variation between regions and airline business models, with emerging markets and low cost carriers leading in the passenger markets. Despite relatively resilient passenger traffic, net profits for the global airline industry were impacted in 2011 by high oil prices, which were approximately 40% higher, on average, than 2010 prices. Net profits for the global airline industry are expected to be modest this year, totaling $7 billion in 2011, reduced from $16 billion in 2010.

Airlines continue to focus on boosting revenue through alliances and partnerships and ancillary fees and services, while also cutting costs and renewing fleets to leverage more fuel efficient airplanes in a high-fuel-price environment. These airline strategies have helped the airlines weather the global uncertainty in 2011. Current baseline forecasts for the economy and traffic suggest the outlook is for continued net profitability for the global airline industry in 2012, although expectations are that 2012 profits will be substantially lower than current estimates for 2011. Demand for commercial aircraft is also influenced by the availability of aircraft financing including export financing and other financing sources. Going into 2012 the European sovereign debt crisis remains a significant risk to the global economy and the airline industry.

A substantial portion of our portfolio is concentrated among certain U.S. commercial airline customers. We provided $105 of financing for new Boeing aircraft during 2011. The European sovereign debt crisis poses a financing risk to airlines and may reduce overall levels of commercial aircraft financing. However, we expect the reduction in funding from European commercial banks to be largely offset by increased financing availability from other sources, such as capital markets, lessors, and other regions of the world.

On May 2, 2011, Southwest Airlines Co. (Southwest) completed its acquisition of AirTran Holdings, Inc., and AirTran Holdings, Inc. became a wholly owned subsidiary of Southwest. As disclosed in Item 8. Financial Statements, Note 15 – Concentrations, AirTran Holdings, LLC (AirTran), the successor to AirTran Holdings Inc, together with its subsidiaries, is our largest customer in terms of revenue and portfolio carrying value. In the fourth quarter of 2011 we revised the contractual terms of our leases with AirTran in conjunction with a full guarantee from Southwest of those lease payment obligations. Revenue and earnings are expected to be approximately $30 million lower in 2012 due to these lease revisions.

On November 29, 2011, American Airlines filed for Chapter 11 bankruptcy protection. American Airlines retains certain rights by operating under Chapter 11 bankruptcy protection, including the right to reject executory contracts, such as aircraft leases. American Airlines has not rejected any of the leases related to our aircraft. We believe that our receivables from American Airlines are sufficiently collateralized such that we do not expect to incur losses related to those receivables as a result of the bankruptcy. We continue to monitor the American Airlines bankruptcy for potential impacts to our business.

Aircraft values and lease rates are impacted by the number and type of aircraft that are currently out of service. Approximately 2,000 western-built commercial jet aircraft (9.4% of current world fleet) were parked at the end of 2011, including both in-production and out-of-production aircraft types. Of these parked aircraft approximately 30% are not expected to return to service. At the end of 2010 and 2009, 10.5% and 11.6% of the western-built commercial jet aircraft were parked. Aircraft valuations could decline if significant numbers of additional aircraft, particularly types with relatively few operators, are placed out of service.

Overview

During 2011, we continued to focus on supporting Boeing’s major businesses and managing our overall financial exposures.

Our portfolio at December 31, 2011 decreased to $4.3 billion from $4.7 billion at December 31, 2010. The following table summarizes the net change in our total portfolio for the years ended December 31:


(Dollars in millions)	2011			2010
New business volume	$	239		$	72
Write-offs		(11	)		(1	)
Recovery of write-offs		–			1
Asset impairment and other charges		(105	)		(85	)
Asset run off and prepayments		(257	)		(605	)
Asset dispositions		(82	)		(153	)
Depreciation and amortization expense		(151	)		(201	)
Net change in portfolio balance	$	(367	)	$	(972	)

At December 31, 2011 and 2010, we had $521 million and $583 million of assets that were held for sale or re-lease, of which $476 million and $28 million had either executed term sheets with deposits or firm contracts to be sold or placed on lease. Additionally, aircraft subject to leases with a carrying value of approximately $111 million are scheduled to be returned off lease during 2012. These aircraft are being remarketed or the leases are being extended and approximately $13 million of such aircraft had either executed term sheets with deposits or firm contracts as of December 31, 2011.

Our net income was $83 million for 2011 compared with $92 million for 2010. For the years ended December 31, 2011 and 2010, our return on average assets calculated on Income from continuing operations was 1.4% and 1.5%.

Consolidated Results of Operations

Revenue

Revenue consists primarily of lease income from equipment under operating leases and interest from finance lease receivables and notes. Revenue was $532 million in 2011 compared with $639 million in 2010, a decrease of $107 million.

Finance lease income was $125 million in 2011, a decrease of $14 million compared with 2010, primarily due to a decrease in the weighted average balance of finance leases as a result of the sale of aircraft previously accounted for as Finance leases, which was partially financed by us through notes receivable, and normal run-off. Without the support of Boeing in the form of intercompany guarantees our Finance lease income would have been $19 million less than reported for the year ended December 31, 2010. For a discussion of our relationship with Boeing, see Item 8. Financial Statements and Supplementary Data, Note 2.

Interest income on notes receivable was $35 million in 2011, a decrease of $41 million compared with 2010 primarily due to lower weighted average notes receivable balance and a decrease in the weighted average annual effective interest rate during 2011. During 2011, we sold aircraft previously accounted for as Finance leases and Equipment under operating leases, which was partially financed by us through notes receivable of $193 million.

Operating lease income was $336 million in 2011, a decrease of $48 million compared with 2010, primarily due to a decrease in the equipment under operating leases as a result of the return of aircraft and lower lease rates on re-leased aircraft. Without the support from Boeing in the form of intercompany guarantees our Operating lease income, which includes income applied to assets classified as held for re-lease, would have been $63 million and $50 million less than reported, for the years ended December 31, 2011 and 2010. For a discussion of our relationship with Boeing, see Item 8. Financial Statements and Supplementary Data, Note 2.

Investment income was $5 million in 2010, primarily due to the gain on sale of certain available-for-sale marketable equity securities in 2010.

Net gain on disposal of assets was $16 million in 2011, compared with a net loss on disposal of assets of $2 million in 2010, primarily due to a gain recognized upon signing a sales type lease agreement for aircraft previously held as Equipment under operating leases.

Other income was $20 million in 2011, a decrease of $17 million compared with 2010, primarily due to lower aircraft maintenance reserves taken to income from expired leases and income from a bankruptcy settlement and residual value guarantees fees earned during 2010.

Expenses

Expenses consist of interest expense, depreciation expense, provision for (recovery of) losses, operating expenses, asset impairment expense, and other expense. Expenses were $409 million in 2011 compared with $487 million in 2010, a decrease of $78 million.

Interest expense was $128 million in 2011, a decrease of $32 million compared with 2010, due to a decrease in the weighted average balance of debt outstanding as a result of scheduled debt repayments.

Depreciation expense was $150 million in 2011, a decrease of $50 million compared with 2010, primarily due to a lower depreciable balance of equipment as a result of asset dispositions and impacts of changes to our intention to hold or sell equipment.

The recovery of losses was $23 million in 2011, compared with a provision for losses of $16 million in 2010. The decrease in our allowance for 2011 was primarily due to a $19 million recovery of losses which was caused by a decrease in expected default rates resulting from a change in the internal rating category to BBB at December 31, 2011 from CCC at December 31, 2010 associated with our receivables with AirTran.

Asset impairment expense was $100 million in 2011, an increase of $49 million compared with 2010. The asset impairment expense in 2011 was primarily due to reduced expected undiscounted cash flows on certain aircraft.

Other expense was $5 million in 2011, a decrease of $7 million compared with 2010 primarily due to lower aircraft delivery, maintenance and modification expenses.

Provision for income tax

Provision for income tax was $45 million in 2011, a decrease of $11 million compared with 2010, primarily due to a decrease in pre-tax income.

Gain on disposal of discontinued operations

Gain on disposal of discontinued operations, net of tax, was $5 million for 2011 due to a decrease in our expected losses from claims associated with specific assets subject to the 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 with a loss of $4 million, net of tax, in 2010.

Liquidity and Capital Resources

Our cash and cash equivalents balance was $941 million at December 31, 2011, an increase from $425 million at December 31, 2010. The following is a summary of the change in our cash and cash equivalents for the years ended December 31:


(Dollars in millions)	2011			2010
Net cash provided by operating activities	$	110		$	273
Net cash provided by investing activities		687			309
Net cash used in financing activities		(281	)		(753	)
Net increase (decrease) in cash and cash equivalents	$	516		$	(171	)

Operating activities

During 2011, net cash provided by operating activities included net income from operations of $83 million. We had net adjustments for non-cash items of $70 million, which primarily related to depreciation expense and asset impairment expense partially offset by a reduction in deferred income taxes. We also had a net decrease in cash due to changes in assets and liabilities of $43 million.

During 2010, net cash provided by operating activities included net income from operations of $92 million. We had net adjustments for non-cash items of $214 million, which primarily related to depreciation expense. We also had a net decrease in cash due to changes in assets and liabilities of $33 million.

Investing activities

During 2011, net cash provided by investing activities primarily included net proceeds of $600 million from short-term investment maturities and payments of leases, notes and other receivables of $262 million, partially offset by a decrease in cash of $205 million related to the origination of notes receivable.

During 2010, net cash provided by investing activities included payments of leases, notes and other receivables of $612 million, which included early payments from customers, and proceeds from sale of aircraft of $126 million, primarily offset by the net purchase of $400 million in short-term investments.

Financing activities

During 2011 and 2010, we made debt repayments of $798 million and $645 million and paid dividends (including return of capital) of $228 million and $108 million. In 2011, net cash provided by financing activities included $745 million of net proceeds from our debt issuances.

Outstanding debt at December 31, 2011 and 2010 was $3.4 billion and $3.4 billion, of which $879 million (including $1 million due to interest rate swaps) will be due during 2012. During 2011 and 2010, we had no commercial paper borrowings outstanding. Our leverage (ratio of Debt to Shareholder’s equity) at December 31, 2011 and 2010 was 6.3-to-1 and 5.0-to-1. The increase in our leverage resulted from our issuance of debt in the third quarter of 2011, a significant portion of the proceeds of which we intend to use to repay our debt maturing in 2012. We expect our leverage to return to approximately 5.0-to-1 by the end of the first quarter of 2012.

We require liquidity, primarily to fund financing commitments, meet debt obligations and fund our operating expenses. Financing commitments made by us and Boeing totaled $15.9 billion as of December 31, 2011. We anticipate that we will not be required to fund a significant portion of our financing commitments as we continue to work with third party financiers to provide alternative financing to customers. However, there can be no assurance that we will not be required to fund greater amounts than historically required. We expect that any future liquidity needs would be met by issuing commercial paper or term debt, or obtaining funding from Boeing. There can be no assurance that the cost or availability of funding sources to us will not be impacted in the future.

As of December 31, 2011, we have a Securities and Exchange Commission (SEC) shelf registration statement for issuance of debt securities. The availability of funding pursuant to our SEC registration statement will depend on investor demand and market conditions.

We believe we have adequate borrowing capacity. We have a commercial paper program that continues to serve as a potential source of short-term liquidity. We have $1.5 billion available exclusively for us under Boeing’s committed revolving credit line agreements for general corporate purposes. We anticipate that these credit lines will primarily serve as backup liquidity to support possible commercial paper borrowings. 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.

For a discussion of our liquidity and debt programs, see Item 8. Financial Statements and Supplementary Data, Note 8.

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

–

a downturn in the economy,

–

significant restructurings, defaults or bankruptcies by airlines,

–

disruptions in the global capital markets, and

–

a decrease in our and/or Boeing’s credit ratings and/or financial performance.

We continually assess our leverage, as measured by our Debt to Shareholder’s equity ratio, in light of the risks in our business, including those set forth in Item 1A. Risk Factors.

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 December 31, 2011, as well as at each quarter end during the year, we were in compliance with these covenants.

Off-Balance Sheet Arrangements

We are a party to off-balance sheet arrangements as defined by the SEC, consisting of variable interests in unconsolidated entities. For discussion of these arrangements, see Item 8. Financial Statements and Supplementary Data, Note 13.

Disclosures About Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations to make future payments, as well as an estimate of the timing in which we expect to satisfy these obligations at December 31, 2011:

Contractual Obligations


			Payments due by period
(Dollars in millions)	Total		2012		2013- 2014		2015- 2016		2017- Thereafter
Debt ⁽¹⁾	$	3,315	$	868	$	1,157	$	510	$	780
Capital lease obligations ⁽¹⁾		43		10		22		11		–
Interest ⁽²⁾		414		117		125		82		90
Purchase obligations ⁽³⁾		38		37		1		–		–
	$	3,810	$	1,032	$	1,305	$	603	$	870

⁽¹⁾

Debt and Capital lease obligations reflect principal payments.

⁽²⁾

Interest includes the effect of our interest rate swaps. We have assumed LIBOR forward rates at December 31, 2011 on floating rate debt.

⁽³⁾

Purchase obligations due in 2012 includes $8 million which is covered by our guarantees from Boeing.

We expect to meet our existing obligations through internally generated cash flows and from future borrowings.

The following table summarizes our commercial commitments outstanding at December 31, 2011:

Commercial Commitments


		Total Amounts Committed
(Dollars in millions)	Total	2012	2013- 2014	2015- 2016	2017- Thereafter

Financing commitments ⁽¹⁾	$308	$258	$50	$–	$–

⁽¹⁾

Represents our commitments to provide leasing and other financing based on estimated earliest potential funding dates.

In addition to our financing commitments of $308 million at December 31, 2011, Boeing had unfunded financing commitments of $15.6 billion, 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. We anticipate that we will not be required to fund a significant portion of our financing commitments as we continue to work with third party financiers to provide alternative financing to customers. However, there can be no assurance 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. If there were requirements to fund all Boeing commitments, the timing in which these commitments may be funded (based on estimated earliest potential funding dates as of December 31, 2011) is as follows:


	Total
2012	$	1,304
2013		1,200
2014		2,174
2015		3,639
2016		2,475
Thereafter		4,766
	$	15,558

Critical Accounting Estimates

For the discussion on our accounting policies, see Item 8. Financial Statements and Supplementary Data, Note 1. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make assumptions and estimates that directly affect the amounts reported in the Consolidated Financial Statements. Each of these assumptions is subject to uncertainties and changes in those assumptions or judgments can affect our results of operations. The accounting policies below are those we believe are the most critical to the preparation of our financial statements and require significant judgment and estimation. Actual results may differ from these estimates.

Impairment Review for Equipment under Operating Leases and Held for Re-lease

We evaluate equipment under operating lease or assets held for re-lease for impairment at least annually, and also when events or changes in circumstances indicate that the expected undiscounted cash flow from the equipment may be less than the carrying value. We use various assumptions when determining the expected undiscounted cash flow including our intentions for how long we will hold equipment subject to operating lease before we sell the equipment, expected future lease rates, lease terms, residual value of the aircraft or equipment, periods in which the asset may be held in preparation for a follow-on lease, maintenance costs, remarketing costs and the remaining economic life of the asset. When we determine that impairment is indicated for an asset, the amount of the asset impairment expense recorded is the excess of the carrying value less residual value guarantees, if applicable, over the fair value of the asset.

Had future lease rates on assets evaluated for impairment been 10% lower, we estimate that we would have incurred additional impairment expense of $10 million for the year ended December 31, 2011.

Allowance for Losses on Receivables

The allowance for losses on receivables is a valuation account used to provide for potential impairment of receivables in our portfolio. The balance represents an estimate of probable but unconfirmed losses in the receivables portfolio. The estimate is based on many qualitative and quantitative factors, including historical loss experience, collateral values expected to be realized, intercompany guarantees and results of individual credit and collectability reviews. The adequacy of the allowance is assessed quarterly.

Three primary factors influencing the level of our allowance are customer credit ratings, collateral values and default rates. If each customer’s credit rating were upgraded or downgraded by one major rating category at December 31, 2011, the allowance would have decreased by $28 million or increased by $60 million. If the collateral values were 20% higher or lower at December 31, 2011, the allowance would have decreased by $20 million or increased by $19 million. If the cumulative default rates used for each rating category were increased or decreased by 1%, the allowance would have increased by $2 million or decreased by $2 million.

Residual Values

Equipment under operating leases and assets held for sale or re-lease are carried at cost less accumulated depreciation and are depreciated to estimated residual value using the straight-line method over the period that we project we will hold the asset for lease. Estimates used in determining residual values significantly impact the amount and timing of depreciation expense for equipment under operating leases and assets held for sale or re-lease. If the estimated residual values declined 20% at December 31, 2011, we estimate that we would have incurred additional impairment expense of $53 million for the year ended December 31, 2011, and a future cumulative pre-tax earnings reduction of approximately $73 million recognized over the remaining depreciable periods, of which approximately $11 million would be recognized in 2012.

Direct finance leases are recorded at inception as the net investment representing the aggregate future minimum lease payments, estimated residual value of the leased equipment and deferred incremental direct costs less unearned income. Declines in estimated residual value that are deemed other than temporary are recognized in the period in which the decline occurs. If the estimated residual values declined 20% at December 31, 2011, we estimate that we would have reduced pre-tax income by $19 million for the year ended December 31, 2011.

Additional Disclosures Regarding Allowance for Losses on Receivables and Asset Impairment Expense

The following tables reconcile the changes in the allowance for losses on receivables and asset impairment expense for the years ended December 31, 2011 and 2010. Column 3 presents this information, calculated in accordance with our accounting policy (see Item 8. Financial Statements and Supplementary Data, Note 1), 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 and would increase asset impairment expense. 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)
2011	Allowance for losses		Impact of intercompany guarantees from Boeing		Allowance excluding intercompany guarantees
Allowance for losses on receivables at beginning of year	$	87	$	266	$	353
Recovery of losses		(23)		(244)		(267)
Write-offs		(11)		(3)		(14)
Allowance for losses on receivables at end of year	$	53	$	19	$	72

Allowance as a percentage of total receivables		2.2%				3.1%

2010
Allowance for losses on receivables at beginning of year	$	71	$	231	$	302
Provision for losses		16		35		51
Write-offs		(1)		–		(1)
Recovery of write-offs		1		–		1
Allowance for losses on receivables at end of year	$	87	$	266	$	353

Allowance as a percentage of total receivables		3.8%				15.5%


(Dollars in millions)	(1)		(2)		(3)
2011	Asset impairment expense		Impact of intercompany guarantees from Boeing		Impairment excluding intercompany guarantees
Asset impairment expense	$	100	$	–	$	100

2010
Asset impairment expense	$	51	$	92	$	143

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

A key function of a finance company is to manage market risk. One of our principal sources of market risk relates to interest rate changes. Exposure to this risk is managed by generally matching the profile of our liabilities with that of our assets in relation to amount and terms such as expected maturities and fixed versus floating interest rates. Interest rate derivatives are tools used to assist with this matching and are not used for speculative purposes or trading. Matching is a dynamic process affected by changes in our assets that may require adjusting our liabilities and/or derivatives.

In order to properly manage our sensitivity to changes in interest rates, we measure the potential impact of interest rate changes on our pre-tax earnings over the next 12 months. In our analysis, we include balance sheet instruments whose income or interest expense would be impacted by changes in interest rates, which consists of Cash and cash equivalents, Short-term investments, Receivables, and Debt. For the purposes of our analysis, we assume that the level of floating rate assets and debt (including the impact of derivatives) remain unchanged from year end 2011 and that they are all subject to immediate re-pricing. As of December 31, 2011, the impact over the next 12 months of a 100 basis point immediate and sustained rise or fall in interest rates would be a $10 million increase or a $1 million decrease to pre-tax earnings.

This analysis does not necessarily represent our current outlook of future market interest rate movements, nor does it consider any actions management could undertake in response to changes in interest rates. Accordingly, no assurance can be given that actual results would be consistent with our sensitivity analysis.

Additional risks include credit risk and residual value risk, which are discussed in Item 7. Management’s Narrative Analysis of the Results of Operations, Critical Accounting Estimates.

Item 8. Financial Statements and Supplementary Data

The following pages include our Consolidated Financial Statements as described in Item 15 (a)1 and (a)2 of Part IV herein.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of

Boeing Capital Corporation

Renton, Washington

We have audited the accompanying consolidated balance sheets of Boeing Capital Corporation and subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations, shareholder’s equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Boeing Capital Corporation and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Seattle, Washington

February 9, 2012

Boeing Capital Corporation and Subsidiaries

Consolidated Balance Sheets


	December 31,
(Dollars in millions, except par value)	2011			2010
ASSETS
Cash and cash equivalents	$	941		$	425
Short-term investments		300			900
Receivables:
Finance leases		1,739			1,907
Notes and other		621			375
		2,360			2,282
Allowance for losses on receivables		(53	)		(87	)
		2,307			2,195
Equipment under operating leases, net		1,439			1,821
Investments		7			8
Assets held for sale or re-lease, net		521			583
Other assets		63			54
	$	5,578		$	5,986

LIABILITIES AND SHAREHOLDER’S EQUITY
Liabilities:
Accounts payable and accrued expenses	$	65		$	88
Other liabilities		256			328
Accounts with Boeing		77			66
Deferred income taxes		1,236			1,371
Debt		3,400			3,446
		5,034			5,299
Shareholder’s equity:
Common shares – $100 par value; authorized 100,000 shares; issued and outstanding 50,000 shares		5			5
Additional paid-in capital		523			682
Accumulated other comprehensive income (loss), net of tax		1			–
Retained earnings		15			–
		544			687
	$	5,578		$	5,986

See Notes to Consolidated Financial Statements.

Boeing Capital Corporation and Subsidiaries

Consolidated Statements of Operations


	Years Ended December 31,
(Dollars in millions)	2011			2010			2009
REVENUE
Finance lease income	$	125		$	139		$	144
Interest income on notes receivable		35			76			75
Operating lease income		336			384			404
Investment income		–			5			1
Net gain (loss) on disposal of assets		16			(2	)		–
Other income		20			37			36
		532			639			660
EXPENSES
Interest expense		128			160			175
Depreciation expense		150			200			207
Provision for (recovery of) losses		(23	)		16			23
Operating expenses		49			48			45
Asset impairment expense		100			51			75
Other expense		5			12			9
		409			487			534
Income from continuing operations before provision for income tax		123			152			126
Provision for income tax		45			56			46
Income from continuing operations		78			96			80
Net gain (loss) on disposal of discontinued operations, net of tax		5			(4	)		(23	)
Net income	$	83		$	92		$	57

See Notes to Consolidated Financial Statements.

Boeing Capital Corporation and Subsidiaries

Consolidated Statements of Shareholder’s Equity and Comprehensive Income


(Dollars in millions, except stated value)	Total			Common Shares		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Comprehensive Income
Balance at December 31, 2008	$	732		$	5	$	730		$	(3	)	$	–		$	118
Non-cash capital contributions from Boeing		2			–		2			–			–
Cash dividends to Boeing (including return of capital)		(93	)		–		(36	)		–			(57	)
Net income		57			–		–			–			57		$	57
Unrealized gain on derivative instruments, net of tax of $1		2			–		–			2			–			2
Unrealized loss on investments, net of tax ⁽¹⁾		(1	)		–		–			(1	)		–			(1	)
Balance at December 31, 2009	$	699		$	5	$	696		$	(2	)	$	–		$	58

Non-cash capital contributions from Boeing		2			–		2			–			–
Cash dividends to Boeing (including return of capital)		(108	)		–		(16	)		–			(92	)
Net income		92			–		–			–			92		$	92
Reclassification adjustment for gain realized on investments, net of tax of $1		(2	)		–		–			(2	)		–			(2	)
Unrealized gain on investments, net of tax of $1		4			–		–			4			–			4
Balance at December 31, 2010	$	687		$	5	$	682		$	–		$	–		$	94

Non-cash capital contributions from Boeing		1			–		1			–			–
Cash dividends to Boeing (including return of capital)		(228	)		–		(160	)		–			(68	)
Net income		83			–		–			–			83		$	83
Unrealized gain on investments, net of tax ⁽¹⁾		1			–		–			1						1
Balance at December 31, 2011	$	544		$	5	$	523		$	1		$	15		$	84

⁽¹⁾

At December 31, 2011 and 2009, the tax amount related to the unrealized gain and loss on investments was less than $1.

We have authorized 100,000 shares of Series A preferred stock with no par value and a $5,000 stated value. No shares were issued and outstanding at December 31, 2011, 2010 and 2009.

See Notes to Consolidated Financial Statements.

Boeing Capital Corporation and Subsidiaries

Consolidated Statements of Cash Flows


	Years Ended December 31,
(Dollars in millions)	2011			2010			2009
OPERATING ACTIVITIES
Net income	$	83		$	92		$	57
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash items:
Depreciation and amortization expense		143			192			198
Net (gain) loss on disposal of assets		(16	)		2			–
Provision for (recovery of) losses		(23	)		16			23
Net gain on investments and derivative instruments		–			(4	)		(8	)
Asset impairment expense and other charges		105			85			91
Share-based plans expense		1			2			2
Net (gain) loss on disposal of discontinued operations, net of tax		(5	)		4			23
Decrease in deferred income taxes		(135	)		(83	)		(68	)
Change in assets and liabilities:
Other assets		15			19			(16	)
Accrued interest and rents		7			1			3
Accounts payable and accrued expenses		(21	)		5			5
Other liabilities		(53	)		(41	)		(57	)
Accounts with Boeing		9			(17	)		79
Net cash provided by operating activities		110			273			332
INVESTING ACTIVITIES
Purchase of short-term investments		(1,200	)		(1,300	)		(500	)
Proceeds from maturities of short-term investments		1,800			900			–
Proceeds from available-for-sale investments		2			25			1
Purchase of equipment for operating leases		(34	)		–			–
Payment for capitalizable costs in process		(8	)		(54	)		(63	)
Proceeds from disposition of equipment		70			126			220
Payments of leases, notes and other receivables		262			612			608
Origination of leases, notes and other receivables		(205	)		–			(680	)
Net cash provided by (used in) investing activities		687			309			(414	)
FINANCING ACTIVITIES
Proceeds from issuance of debt		745			–			994
Proceeds from intercompany borrowing		–			–			200
Repayment of debt (including intercompany)		(798	)		(645	)		(728	)
Payment of dividends (including return of capital)		(228	)		(108	)		(93	)
Net cash provided by (used in) financing activities		(281	)		(753	)		373
Net increase (decrease) in cash and cash equivalents		516			(171	)		291
Cash and cash equivalents at beginning of year		425			596			305
Cash and cash equivalents at end of year	$	941		$	425		$	596

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Net transfer to (from) assets held for sale or re-lease	$	(19	)	$	324		$	(68	)
Net transfer to notes receivable	$	193		$	24		$	9
Net transfer to (from) equipment under operating leases	$	(161	)	$	(283	)	$	150
Net transfer to (from) finance leases	$	(40	)	$	6		$	(6	)
Transfer from other assets	$	–		$	(71	)	$	(98	)
Release of allowance upon sale of receivables	$	11		$	–		$	–
Transfer to (from) accounts with Boeing	$	2		$	–		$	(6	)
Transfer to other liabilities	$	12		$	–		$	–
Transfer to accounts payable and accrued expenses	$	2		$	–		$	–
Transfer to investments	$	–		$	–		$	19
(Increase)/decrease in debt due to fair value hedge derivatives	$	(14	)	$	(26	)	$	34

See Notes to Consolidated Financial Statements.

Boeing Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars in millions)

Note 1 – Summary of Significant Accounting Policies

Organization Boeing Capital Corporation (together with its subsidiaries, referred to as “us,” “we,” “our”, “BCC” or the “Company”) is a wholly owned subsidiary of The Boeing Company (Boeing). The Company was incorporated in Delaware in 1968. In the commercial aircraft market, we facilitate, arrange, structure and provide selective financing solutions for Boeing’s Commercial Airplanes customers. In the space and defense markets, we primarily arrange and structure financing solutions for Boeing’s Defense, Space & Security customers.

Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make assumptions and estimates that directly affect the amounts reported in the Consolidated Financial Statements. Significant estimates for which changes in the near term are considered reasonably possible and that may have a material impact on the financial statements are disclosed in these notes to the Consolidated Financial Statements.

Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments, such as time deposits and money market instruments, which have original maturities of less than three months.

Short-Term Investments Short-term investments consist of liquid investments such as time deposits, which have original maturities greater than three months, but less than one year.

Portfolio Our portfolio consists of direct finance leases, leveraged leases, notes and other receivables, equipment under operating leases, investments and assets held for sale or re-lease.

Direct Finance Leases At lease inception, we record an asset (net investment) representing the aggregate future minimum lease payments, estimated residual value of the leased equipment, and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are periodically reviewed, represent the estimated amount we expect to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. Declines in estimated residual value that are deemed other than temporary are recognized in the period in which the decline occurs as a reduction to Finance lease income.

Leveraged Leases Direct finance leases that are financed by non-recourse borrowings and meet certain criteria are classified as leveraged leases. For leveraged leases, aggregate rental receivables are reduced by the related non-recourse debt service obligation including interest (net rental receivables). The difference of the net rental receivables and the cost of the asset less estimated residual value at the end of the lease term is recorded as unearned income. Unearned income is recognized over the life of the lease at a constant rate of return applied to any positive net investment, which includes the effect of deferred income taxes.

Notes and Other Receivables Notes receivable are recorded net of any unamortized deferred fees and incremental direct costs. Interest income and amortization of any fees are recorded ratably over the related term of the note.

Equipment Under Operating Leases, Net of Accumulated Depreciation Equipment under operating leases is recorded at cost and depreciated over the period that we project that we will hold the asset to an estimated residual value, using the straight-line method. We periodically review our estimates of residual value and recognize forecasted changes by prospectively adjusting depreciation expense. Revenue on the leased equipment is recorded using the straight-line method over the term of the lease. Operating lease income may include amounts due to intercompany guarantees and subsidies, including amounts associated with equipment classified as assets held for sale or re-lease.

Investments Available-for-sale debt securities in the form of Enhanced Equipment Trust Certificates (EETCs) are recorded at their fair values, with unrealized gains and losses reported as part of Accumulated other comprehensive income (loss) (AOCI) on the Consolidated Balance Sheets. Available-for-sale equity securities are recorded at fair value, with unrealized gains (losses) recorded in AOCI.

Assets Held for Sale or Re-lease, Net of Accumulated Depreciation When aircraft collateral related to a finance lease or note receivable is repossessed, returned in satisfaction of the receivable or returned at the end of the finance lease and when aircraft are made available for sale, the asset is carried at the lower of cost or estimated fair value less costs to sell. We calculate a median collateral value from multiple third party aircraft value publications based on the type and age of the aircraft to estimate the fair value of aircraft. Under certain circumstances, we adjust values based on the attributes of the specific aircraft or equipment, usually when the features or use of the aircraft vary significantly from the more generic aircraft attributes covered by outside publications, or based on the expected net sales price for the aircraft. Aircraft assets held for re-lease are carried at cost less accumulated depreciation and depreciated over the remaining period that we project that we will hold the asset to an estimated residual value, on a straight-line basis.

Impairment Review for Equipment Under Operating Leases and Assets Held for Re-lease We evaluate equipment under operating lease or assets held for re-lease for impairment at least annually, and also when events or changes in circumstances indicate that the expected undiscounted cash flows from the equipment may be less than the carrying value. We use various assumptions when determining the expected undiscounted cash flows including our intentions for how long we will hold equipment subject to operating lease before we sell the equipment, expected future lease rates, lease terms, residual value of the aircraft or equipment, periods in which the asset may be held in preparation for a follow-on lease, maintenance costs, remarketing costs, and the remaining economic life of the asset.

When we determine that impairment is indicated for an asset, the amount of the asset impairment expense recorded is the excess of the carrying value less asset value guarantees, if applicable, over the fair value of the asset.

Allowance for Losses on Receivables We record the potential impairment of receivables in our portfolio in a valuation account, the balance of which is an accounting estimate of probable but unconfirmed losses in the receivables portfolio. We have one portfolio segment that consists of direct finance leases and leverage leases (Finance leases) and notes receivable (Notes and other). The risk characteristics of this portfolio segment relate primarily to collateral exposure and can be segregated by class between out-of-production aircraft and other (including in-production aircraft). Generally, out-of-production aircraft have had greater percentage decreases in collateral value than those associated with in-production aircraft. Declines in collateral value impact our collateral exposure, a significant driver of our allowance for losses. The methods for monitoring and assessing credit risk are the same for both types of receivables. The allowance for losses on receivables relates to two components of receivables: (a) specifically identified receivables that are evaluated individually for impairment and (b) all other receivables.

We review all receivables for impairment and determine a receivable is impaired when, based on current information and events, it is probable that we will be unable to collect amounts due according to the original contractual terms of the receivable agreement, without regard to any subsequent restructurings. Factors considered in assessing collectability include, but are not limited to, a customer’s extended delinquency, requests for restructuring and filings for bankruptcy. We determine a specific impairment allowance based on the difference between the carrying value of the receivable and the estimated fair value of the related collateral we would expect to realize, taking into account Boeing and other guarantees. A receivable determined to be uncollectible is written-off against the allowance.

We review the adequacy of the allowance attributable to the remaining receivables (after excluding receivables subject to a specific impairment allowance) by assessing both the collateral exposure and the applicable cumulative default rate. Collateral exposure for a particular receivable is the excess of the carrying value of the receivable over the fair value of the related collateral taking into account Boeing and other guarantees. A receivable with an estimated fair value in excess of the carrying value is considered to

have no collateral exposure. The applicable cumulative default rate is determined using two components: customer credit ratings and weighted average remaining contract term. Internally assigned credit ratings, our credit quality indicator, are determined for each customer in the portfolio. Those ratings are reviewed quarterly and updated based upon public information and information obtained directly from our customers.

We have entered into agreements with certain customers that entitle us to look beyond the specific collateral underlying the receivable for purposes of determining the collateral exposure as described above. Should the proceeds from the sale of the underlying collateral asset resulting from a default condition be insufficient to cover the carrying value of our receivable (creating a shortfall condition), these agreements would, for example, permit us to take the actions necessary to sell or retain certain other assets in which the customer has an equity interest and use the proceeds to cover the shortfall.

Each quarter, we review customer credit ratings, published historical credit default rates for different rating categories, Boeing and other guarantees (if applicable), multiple third party aircraft value publications, and the general state of the economy and airline industry as a basis to validate the reasonableness of the allowance for losses on receivables. There can be no assurance that actual results will not differ from estimates or that the consideration of these factors in the future will not result in an increase or decrease to the allowance for losses on receivables.

Non-accrual Receivables Income recognition on an accrual basis is generally suspended for leases and notes and other receivables at the date when a full recovery of income and principal, including the effect of intercompany guarantees, become doubtful. We also typically place accounts greater than 90 days past due on non-accrual status. A receivable is considered past due when one or more payments are not received in full by its contractual due date. Income recognition on accrual basis is resumed when leases or notes and other receivables become contractually current and performance is demonstrated to be resumed. Cash received while on non-accrual is applied first to the principal balance due until our receivables are made current.

Derivative Financial Instruments All derivative instruments are recognized in the financial statements and measured at fair value regardless of the purpose or intent for holding them. We record our interest rate swaps at fair value based on a discounted cash flow analysis. For derivatives designated as hedges of the exposure to changes in fair value of the recognized asset or liability or a firm commitment (referred to as fair value hedges), the gain or loss is recognized in earnings in the period of change together with an offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect of this accounting is to reflect in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For our cash flow hedges, all of which are related to debt, the effective portion of the derivative’s gain or loss is initially reported in shareholder’s equity (as a component of AOCI) and is subsequently reclassified into income, as an increase or decrease to interest expense, in the same period or periods during which the hedged forecasted transaction affects income. The ineffective portion of the gain or loss is reported in earnings immediately. We may also hold certain instruments for economic purposes that do not qualify for hedge accounting treatment. For these derivative instruments, the changes in their fair value are recorded in Other income.

Income Tax Our operations are included in the consolidated federal income tax return of Boeing. Under an agreement with Boeing, we pay or receive our allocated share of income taxes or credits.

Federal, state and foreign income taxes are computed at current tax rates, less tax credits. Taxes are adjusted both for items that do not have tax consequences and for the cumulative effect of any changes in tax rates from those previously used to determine deferred tax assets or liabilities. Tax provisions include amounts that are currently payable, plus changes in deferred tax assets and liabilities that arise because of temporary differences between the time when items of income and expense are recognized for financial reporting and income tax purposes. The current provision for state income tax is based on an agreed upon rate and paid to Boeing. The state income tax deferred asset or liability is carried on Boeing’s Consolidated Financial Statements.

The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We record income tax related interest expense and interest income in the Provision for income tax in our Consolidated Statements of Operations. Tax-related interest and penalties, if any, are recorded as a component of income tax expense.

Note 2 – Relationship and Transactions with Boeing

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

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

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

There can be no assurances that these intercompany arrangements will not be terminated or modified by us or Boeing.

Support Agreement

We have a support agreement dated December 23, 2003 with Boeing with these principal features:

–

Boeing will maintain 51% or greater ownership of us,

–

Boeing will make contributions to us if our fixed-charge coverage ratio falls below 1.05-to-1 on a four-quarter rolling basis, and

–

Boeing will make contributions to us, if needed, to maintain our tangible net worth at a level of at least $50.

The support agreement may not be modified or terminated unless (a) the holders of at least two-thirds of the aggregate principal amount of our debt then outstanding consent or (b) the modification or termination does not adversely affect the credit ratings of our debt (as determined by each of Moody’s, Standard & Poor’s, and Fitch that rates our debt at the time of the modification or termination). “Debt” for purposes of the support agreement means all present or future indebtedness of BCC for borrowed money, evidenced by bonds, debentures, notes or similar instruments, excluding intercompany indebtedness. The support agreement is not a guarantee of any of our indebtedness, and is not directly enforceable against Boeing by third parties. The holders of more than 50% of the aggregate principal amount of all our debt have the right to demand that we enforce our rights with respect to the obligations of Boeing listed above.

Intercompany Credit Arrangements

The credit facilities between Boeing and its banks were renewed on November 10, 2011. Boeing has given us exclusive access to $750 of the $2,300 364-day line expiring in November 2012 and $750 of the $2,300 five-year revolving credit line expiring in November 2016. The 364-day facility has a one-year term out option which allows the borrower to extend the maturity of any borrowings one year beyond the aforementioned expiration date. At December 31, 2011 and 2010, we had no amounts outstanding under these credit facilities. Any borrowings by us under these agreements will be guaranteed by Boeing.

No amounts were outstanding under our intercompany borrowing and lending arrangement with Boeing at December 31, 2011 and 2010.

Federal Income Tax

Our operations are included in the consolidated federal income tax return of Boeing. Our tax sharing agreement with Boeing provides that so long as consolidated federal tax returns are filed, Boeing will pay us, or we will pay Boeing, as appropriate, an amount equal to the BCC’s taxable income or loss times the statutory tax rate applicable to Boeing. Under this agreement an intercompany payable/receivable is recorded when federal income taxes are due or federal income tax benefits are generated.

Intercompany Transactions

We are the beneficiary of certain intercompany guarantees and other subsidies from Boeing in respect of specific financing transactions we undertake.

Intercompany guarantees primarily relate to residual value guarantees, first loss deficiency guarantees and rental loss guarantees. Residual value guarantees cover a specified asset value at the end of a lease agreement in the event of a decline in market value of the financed aircraft. We typically call on intercompany residual value guarantees upon recognition of an other-than-temporary decline in residual value of direct finance leases. We recognize the benefit of the guarantee through Finance lease income. First loss deficiency guarantees cover a specified portion of our losses on aircraft that we finance in the event of a loss upon disposition of the aircraft following a default by the lessee. Rental loss guarantees are full or partial guarantees covering us against the lessee’s failure to pay rent under the lease agreement or our inability to re-lease these aircraft at or above a specified rent level.

Due to intercompany guarantees from Boeing, our accounting classification of certain third party leases may differ from the accounting classification in Boeing’s Consolidated Financial Statements. As a result of these intercompany guarantees, the required balance for the allowance for losses on receivables and the required provision for losses we recognized have been mitigated. Receipts under Boeing guarantees would be net of realization of underlying residual values, partial rent receipts, re-lease rental receipts or other mitigating value received.

At December 31, 2011, we were the beneficiary of up to a maximum of $1,577 under our guarantees from Boeing which mitigates our risk with respect to portfolio assets totaling $1,928.

Intercompany guarantee amounts by aircraft type are summarized as follows at December 31:


	2011				2010
	Guarantee Amount		Carrying Value		Guarantee Amount		Carrying Value
717 (out of production)	$	1,481	$	1,790	$	1,586	$	2,099
Out of production single-aisle aircraft		55		55		66		66
Out of production twin-aisle aircraft		–		–		51		71
Other, including other Boeing aircraft		41		83		46		90
	$	1,577	$	1,928	$	1,749	$	2,326

At December 31, 2011 and 2010, Accounts with Boeing included $38 and $47 for deferred revenue associated with guarantee and subsidy settlements and terminations.

We recorded the following activity under the intercompany guarantee and subsidy agreements for the years ended December 31:


	2011			2010			2009
Finance lease income ⁽¹⁾	$	(1	)	$	19		$	7
Interest income on notes receivable		2			13	⁽²⁾		3
Operating lease income		63			50			46
Net gain on disposal of assets		2			9			–
Asset impairment expense		–			7			–
	$	66		$	98		$	56

⁽¹⁾

For the years ended December 31, 2011, 2010 and 2009, finance lease income included $2, $2 and $2 for fees paid to Boeing related to guarantee agreements.

⁽²⁾

During 2010 the prepayment of third party notes receivable totaling $163 was facilitated through Boeing. Included in interest income on notes receivable is $10 attributable to this prepayment.

Additionally, under the terms of the intercompany guarantee agreements, for the years ended December 31, 2011, 2010 and 2009, Boeing recorded charges of $9, $87, and $12, respectively, related to asset impairment and accrued expenses and $(244), $34 and $21 respectively, related to provision for (recovery of) losses.

For the years ended December 31, 2010 and 2009, we recorded operating lease income from Boeing, exclusive of guarantees and subsidies of $6 and $20. During 2010 and 2009, we sold C-40 aircraft at their carrying value to Boeing at lease expiration for $26 and $28.

For the years ended December 31, 2011, 2010 and 2009, we recorded new business volume of $105, $39 and $618, respectively, related to new Boeing aircraft, equipment or services we purchased or financed.

Other Intercompany Transactions

Accounts with Boeing consisted of the following at December 31:


	2011		2010
Federal income tax payable	$	39	$	34
Other payable		38		32
	$	77	$	66

For the years ended December 31, 2011 and 2010, we paid dividends (including return of capital) totaling $228 and $108.

We also receive support services from Boeing. Eligible employees are members of Boeing’s pension plans, insurance plans, savings plan and executive compensation programs. Boeing generally charges us with the actual costs of these plans attributable to our employees and these expenses are reflected in Operating expenses. For each of the years ended December 31, 2011, 2010 and 2009, the charge for these services was $21, $19, and $11.

Note 3 – Investment in Receivables

The investment in receivables consisted of the following at December 31:


	2011			2010
Investment in finance leases:
Direct finance leases:
Minimum lease payments	$	1,661		$	2,169
Estimated residual value		509			587
Unearned income and deferred net incremental direct costs		(570	)		(991	)
Leveraged leases⁽¹⁾:
Minimum lease payments		600			698
Less principal and interest payable on non-recourse debt		(364	)		(459	)
Estimated residual value		32			32
Unearned income and deferred net incremental direct costs		(129	)		(129	)
Total investment in finance leases		1,739			1,907
Investment in notes and other:
Principal		620			375
Accrued interest		3			2
Unamortized deferred fees and net incremental direct costs		(2	)		(2	)
Total notes and other		621			375
Total investment in finance leases and notes and other		2,360			2,282
Less allowance for losses on receivables		(53	)		(87	)
	$	2,307		$	2,195

Receivables balance individually evaluated for impairment	$	362		$	–
Receivables balance collectively evaluated for impairment	$	1,998		$	2,282

⁽¹⁾

For the years ended December 31, 2011 and 2010, net investment in leveraged leases, less deferred income taxes of $206 and $223, was $(67) and $(81).

Scheduled minimum lease payments on Finance leases and scheduled principal payments on Notes and other receivables are as follows for the years ended December 31:


	2012		2013		2014		2015		2016		Thereafter
Finance leases⁽¹⁾	$	292	$	244	$	178	$	172	$	174	$	837
Notes and other	$	131	$	117	$	103	$	52	$	37	$	180

⁽¹⁾

Includes both direct finance leases and leveraged leases (less principal and interest payable on non-recourse debt).

Note 4 – Portfolio Quality

Allowance for Losses on Receivables

The following table reconciles the activity in the allowance for losses on receivables at December 31:


	2011			2010			2009
Allowance for losses on receivables at beginning of year	$	87		$	71		$	59
Provision for (recovery of) losses		(23	)		16			23
Write-offs		(11	)		(1	)		(12	)
Recovery of write-offs		–			1			1
Allowance for losses on receivables at end of year	$	53		$	87		$	71

Allowance as a percentage of total receivables		2.2	%		3.8	%		2.5	%

Allowance for losses on receivables collectively evaluated for impairment	$	53		$	87		$	71

Credit Quality

We assign internal credit ratings for all customers and determine the creditworthiness of each customer based upon public information and information obtained directly from our customers. We utilize these credit ratings as one of the factors in assessing the adequacy of our allowance for losses on receivables. Our rating categories are comparable to those used by the major credit rating agencies.

The following table details our receivable balance by the internal rating category which was used as a factor in determining our allowance for losses on receivables at December 31:

2011

2010

Rating categories

Out-of-
Production
Aircraft

In-Production
Aircraft/
Other

Total

Out-of-
Production
Aircraft

In-Production
Aircraft/
Other

Total

BBB

1,316

–

1,316

–

103

–

103

135

207

CCC

194

318

512

1,658

417

2,075

182

180

362

–

Total carrying value

1,795

565

2,360

1,793

489

2,282

At December 31, 2011, our allowance primarily related to receivables with ratings of BBB and CCC in the preceding table, and we applied default rates that averaged 2% and 48% to exposure associated with those receivables. On May 2, 2011, Southwest Airlines Co. (Southwest) completed its acquisition of AirTran Holdings, Inc. and AirTran Holdings, Inc. became a wholly owned subsidiary of Southwest. AirTran Holdings, LLC (AirTran) became the successor to AirTran Holdings, Inc. As a result, we took into account Southwest’s credit rating when we determined the allowance for losses on AirTran receivables during 2011. In the fourth quarter of 2011, we revised the contractual terms of our leases with AirTran in conjunction with receiving a full guarantee from Southwest which guaranteed AirTran’s obligations to us. At December 31, 2011 and 2010, we assigned the internal rating categories of BBB and CCC to the receivables from AirTran for the purpose of assigning default rates discussed above. The improved rating in 2011 reduced the allowance for losses on receivables by $19 for the year ended December 31, 2011.

At December 31, 2011, receivables of $1,044 were related to customers we believe have less than investment-grade credit. At December 31, 2010, all of our receivables were related to customers we believe have less than investment-grade credit.

Impaired Receivables

At December 31, 2011, we had impaired receivables with a carrying value and unpaid principal balance of $194, all of which related to out-of-production aircraft. We recorded no allowance for losses on these impaired receivables. At December 31, 2010, we had no impaired receivables.

The following table details our average recorded investment and the related income recognized on the impaired receivables for the years ended December 31:


2011	Average Carrying Value⁽¹ ⁾		Income Recognized
Out-of-production aircraft	$	198	$	–

2010
Out-of-production aircraft	$	88	$	9	⁽²⁾

2009
Out-of-production aircraft	$	162	$	9	⁽²⁾

⁽¹⁾

Average carrying value is the average value during the year of receivables classified as impaired at any time during the year. The average is calculated on a quarterly basis.

⁽²⁾

For the years ended December 31, 2010 and 2009, of the income recognized we received in cash $9 and $9.

Past Due Receivables

As of December 31, 2011, amounts which were 31 to 60 days past due totaled $1 associated with receivables with a principal balance of $46 and related to in-production/other aircraft, and there were no receivables greater than 60 days past due. As of December 31, 2010, we had no receivables greater than 30 days past due.

At December 31, 2011 and 2010, we had no accrued income on receivables with amounts past due greater than 90 days.

In the fourth quarter of 2011, American Airlines, Inc. (American Airlines) filed for Chapter 11 bankruptcy protection. We believe that our receivables from American Airlines of $362 are sufficiently collateralized such that we do not expect to incur losses as a result of the bankruptcy.

Non-Performing Assets

Non-performing assets (assets not earning income on an accrual basis) consisted of the following at December 31:


	2011			2010
Assets placed on non-accrual status:
Receivables:
Out-of-production aircraft	$	182		$	–
Equipment under operating leases, net		14	⁽¹⁾		29
Assets held for sale or re-lease, net ⁽¹⁾		50			43	⁽²⁾
	$	246		$	72

Percent of total non-performing assets to total portfolio		5.7	%		1.5	%

⁽¹⁾

At December 31, 2011, equipment under operating leases of $23 are not included in non-performing assets due to intercompany guarantees provided by Boeing. At December 31, 2011 and 2010, assets held for sale or re-lease of $471 and $540 are not included in non-performing assets due to intercompany guarantees provided by Boeing.

⁽²⁾

At December 31, 2010, non-performing assets held for sale or re-lease of $28 had either a purchase or lease commitment.

Note 5 – Equipment Under Operating Leases, Net of Accumulated Depreciation

Equipment under operating leases, net of accumulated depreciation, consisted of the following at December 31:


	2011			2010
Cost	$	2,364		$	2,830
Advanced rent receipts, net⁽¹⁾		(42	)		(31	)
Accumulated depreciation		(883	)		(978	)
	$	1,439		$	1,821

⁽¹⁾

Advanced rent receipts, net is the total cash received for all operating leases in excess of the total operating lease income recognized to date.

Scheduled minimum lease payments to be received under the non-cancelable portion of operating leases are as follows at December 31, 2011:


	2012		2013		2014		2015		2016		Thereafter
Operating leases	$	213	$	180	$	158	$	148	$	80	$	125

Note 6 – Investments

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


December 31, 2011	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Available-for-sale investments:
EETC	$	4	$	1	$	–	$	5
Total	$	4	$	1	$	–	$	5


December 31, 2010
Available-for-sale investments:
Marketable equity securities	$	1	$	–	$	–	$	1
EETC		5		–		–		5
Total	$	6	$	–	$	–	$	6

During 2011, we sold certain available-for-sale marketable equity securities for total proceeds of $1 and recognized no investment income.

During 2010, we sold certain available-for-sale marketable equity securities for total proceeds of $24 and recognized investment income of $4.

The contractual maturities of available-for-sale debt securities at December 31, 2011, were as follows:


	Cost		Fair Value
Due in one year or less	$	1	$	1
Due from one to five years		2		3
Due from five to ten years		1		1
Total	$	4	$	5

Note 7 – Income Tax

The components of the provision (benefit) for tax on income were as follows at December 31:


	2011			2010			2009
Current:
Federal	$	177		$	135		$	110
State		3			4			4
		180			139			114
Deferred:
Federal		(135	)		(83	)		(68	)
	$	45		$	56		$	46

The tax impact of temporary differences constitute our net deferred income tax liability. The components of the net deferred income tax liability consisted of the following at December 31:


	2011			2010
Deferred tax assets:
Allowance for losses on receivables	$	133		$	147
Other		22			33
		155			180
Deferred tax liabilities:
Leased assets		(1,391	)		(1,551	)
Net deferred tax liability	$	(1,236	)	$	(1,371	)

Income tax computed at the United States federal income tax rate and the provision for tax on income differ as follows for the years ended December 31:


	2011				2010				2009
Tax computed at federal statutory rate	$	43	35.0	%	$	53	35.0	%	$	44	35.0	%
State income taxes, net of federal tax benefit		2	1.7			3	1.8			2	1.5
	$	45	36.7	%	$	56	36.8	%	$	46	36.5	%

During the fourth quarter of 2011, Boeing settled its appeal for the 2004-2006 federal audit. During the fourth quarter of 2011, we received an audit report for the 2007-2008 Internal Revenue Service (IRS) examination for which we are filing appeals as part of the IRS exam of the Boeing consolidated tax return. We are also subject to examination in major state and international jurisdictions for the 2001-2011 tax years. We believe appropriate provisions for all outstanding tax issues have been made for all jurisdictions and all open years.

Pursuant to our tax sharing agreement with Boeing, we made payments with respect to tax obligations to Boeing of $178, $99 and $83 in 2011, 2010 and 2009 respectively. In 2011 and 2010, we did not receive or make income tax payments from or to other federal, state and foreign tax agencies.

As of December 31, 2011 and 2010, we did not have any unrecognized tax benefits.

For the years ended December 31, 2011, 2010 and 2009, we did not incur any income tax related interest income, interest expense or penalties.

Note 8 – Debt and Credit Agreements

The carrying value of debt, including the net effect of interest rate swap revaluation adjustments and unamortized deferred debt costs, consisted of the following at December 31:


(Interest rates are the contractual rates at December 31, 2011)	2011		2010
2.13% – 7.58% fixed rate notes due through 2019	$	3,283	$	3,314
1.78% – floating rate notes due through 2023		25		25
1.37% – 5.79% non-recourse notes due through 2013		49		55
1.14% – capital lease obligations due through 2015		43		52
	$	3,400	$	3,446

At December 31, 2011 and 2010, we had interest rate swaps which effectively convert debt of $388 and $875 from fixed rate to floating rate. During 2011 we terminated $187 of interest rate swaps in order to improve our expected alignment between fixed and floating rate assets and liabilities. An additional $300 of swaps matured as scheduled concurrently with corresponding debt maturities.

On August 1, 2011, we issued notes totaling $750, which included $500 bearing an interest rate of 2.125% due August 15, 2016 and $250 bearing an interest rate of 2.90% due August 15, 2018. The net proceeds after deducting the discount, underwriting fees and issuance costs were $745. The notes are unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness.

On November 10, 2011 we filed a public shelf registration for an indeterminate amount of debt securities with the Securities and Exchange Commission (SEC) that became effective on November 10, 2011. The availability of funding under the shelf registration statement is dependent on investor demand and market conditions.

We have a Commercial Paper (CP) program that serves as a potential source of short-term liquidity subject to market conditions. No amounts were outstanding under the CP program at any time during 2011. We have $1,500 available exclusively for us under Boeing’s committed revolving credit line agreements. See Note 2 – Relationship and Transactions with Boeing.

At December 31, 2011, $92 of our debt (non-recourse notes and capital lease obligations) was collateralized by portfolio assets and underlying equipment totaling $161.

Scheduled principal payments for debt and capital lease obligations are as follows at December 31:


	Debt		Capital Lease Obligations
2012	$	868	$	10
2013		642		11
2014		515		11
2015		5		11
2016		505		–
Thereafter		780		–
	$	3,315	$	43

In 2011, 2010 and 2009, interest payments were $136, $174 and $188, respectively.

Note 9 – Derivative Financial Instruments

We primarily use derivative instruments to manage exposures to interest rate risk. We enter into interest rate swap contracts to hedge interest rate risk associated with our debt obligations. These interest rate swap contracts are designated as cash flow hedges or fair value hedges. Our contracts entered into as of December 31, 2011 do not require collateral or other security from either party.

Fair Value Hedges

Interest rate swaps, under which we agree to pay variable rates of interest, are designated as fair value hedges of fixed-rate debt. For our fair value hedges that qualify for hedge accounting treatment we use the shortcut method and thus there are no gains or losses recognized due to hedge ineffectiveness. Under shortcut hedge accounting treatment, the change in fair value of the interest rate swap is assumed to perfectly offset the change in fair value of the hedged debt.

For the years ended December 31, 2011, 2010 and 2009 gains and (losses) from changes in the fair value of $14, $26 and ($34) were recognized in interest expense with a corresponding offset due to changes in the fair value of the hedged underlying debt, resulting in no impact to interest expense.

For the years ended December 31, 2011, 2010 and 2009, we recorded $10, $12 and $12, respectively, of income related to the amortization of the adjustment to the carrying amount of hedged debt due to the termination of swaps as a reduction of Interest expense.

Cash Flow Hedges

Interest rate swap contracts under which we agree to pay a fixed rate of interest are designated as cash flow hedges of variable-rate debt obligations.

At times, we may hold cash flow hedges that qualify for hedge accounting treatment for which we use the short-cut method, and thus there are no gains or losses recognized due to hedge ineffectiveness. We record unrealized gains or losses from changes in the fair value of cash flow hedges in AOCI.

Other Derivative Instruments

At times, we may hold certain derivatives that do not receive hedge accounting treatment. These may include interest rate derivatives as well as warrants. During 2011 and 2010 we did not hold derivatives that did not qualify for hedge accounting treatment. For the year ended December 31, 2009, we recognized gains of $9 in Other income related to warrants to purchase common stock of an unaffiliated third party.

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


December 31, 2011	Other Assets		Other Liabilities
Derivatives designated as hedging instruments – Interest rate swaps	$	29	$	–


December 31, 2010
Derivatives designated as hedging instruments – Interest rate swaps	$	24	$	–

The notional amount of our interest rate swaps is disclosed in Note 8 – Debt.

For the years ended December 31, 2011 and 2010, we did not hold any derivatives in cash flow hedging relationships, resulting in no effect to AOCI or the Statement of Operations.

Note 10 – Maintenance Payment Liability

Cash collected from lessees under the terms of the lease agreements for future maintenance of aircraft are recorded as maintenance payment liabilities. Maintenance payment liabilities are attributable to specific

aircraft leases. Upon occurrence of a qualified maintenance event, the lessee requests reimbursement and upon disbursement of the funds, the liability is relieved. The balance, which is included in Other liabilities, was $137 and $172 as of December 31, 2011 and 2010.

To the extent that no maintenance obligation relating to an aircraft remains, the balance is recognized as Other income. For the years ended December 31, 2011, 2010 and 2009 we recorded income of $11, $17 and $11, respectively.

Note 11 – Share-Based Plans Expense

Share-based plans expense principally relates to stock options. Share-based plans expense is included in Operating expenses since it is incentive compensation issued primarily to our executives. The fair value of stock options was estimated using the Black-Scholes option-pricing model.

For the years ended December 31, 2011, 2010 and 2009 we recorded $1, $2 and $2 attributable to share-based plans expense.

Note 12 – Commitments and Contingencies

Litigation

Bankruptcies

On November 29, 2011, American Airlines filed for Chapter 11 bankruptcy protection. American Airlines retains certain rights by operating under Chapter 11 bankruptcy protection, including the right to reject executory contracts, such as aircraft leases. American Airlines has not rejected any of the leases related to our aircraft. At December 31, 2011 and 2010, American Airlines accounted for $362 and $426 of our total assets. We believe that our receivables from American Airlines are sufficiently collateralized such that we do not expect to incur losses related to those receivables as a result of the bankruptcy. We continue to monitor the American Airlines bankruptcy for potential impacts to our business.

Restructurings and Restructuring Requests

In the fourth quarter of 2011, we revised the contractual terms of our leases with AirTran in conjunction with receiving a full guarantee from Southwest which guaranteed AirTran’s obligations to us.

From time to time, certain other customers have requested a restructuring of their transactions with us. As of December 31, 2011, we have not reached agreement on any such restructuring requests that would have a material effect on our earnings, cash flows and/or financial position.

Commitments

At December 31, 2011, we and Boeing had unfunded financing commitments of $15,866, 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. We anticipate that we will not be required to fund a significant portion of our financing commitments as we continue to work with third party financiers to provide alternative financing to customers. However, there can be no assurance 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 potential funding dates as of December 31, 2011) is as follows:


	Total
2012	$	1,562
2013		1,207
2014		2,217
2015		3,639
2016		2,475
Thereafter		4,766
	$	15,866

Note 13 – Off-Balance Sheet Arrangements

We are a party to off-balance sheet arrangements consisting of variable interests in unconsolidated entities.

We have an investment in the form of an EETC which was acquired in 1999. EETCs are interests in a trust that passively holds investments in aircraft or pools of aircraft. EETCs provide investors with a collateral position in the related assets and tranched rights to cash flows from a financial instrument. Our investment in the form of EETC does not require consolidation. At December 31, 2011, our maximum exposure to economic loss from our EETC is $5.

Note 14 – Fair Value Measurements

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


December 31, 2011	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		29		–		29		–
Total	$	34	$	–	$	29	$	5


December 31, 2010
Assets
Available-for-sale investments:
Marketable equity securities	$	1	$	1	$	–	$	–
EETC		5		–		–		5
Interest rate swaps		24		–		24		–
Total	$	30	$	1	$	24	$	5

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 AOCI.

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 AOCI.

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

The following tables present a reconciliation of Level 3 assets measured at fair value on a recurring basis for the years ended December 31.


2011	Fair Value Beginning of Year		Unrealized Gains Included in Income		Accumulated Other Comprehensive Income (Loss)		Purchases, Sales, and Settlements			Transfers In (Out)		Fair Value at End of Period
Assets
EETC	$	5	$	–	$	1	$	(1	)	$	–	$	5
Total	$	5	$	–	$	1	$	(1	)	$	–	$	5

2010
Assets
EETC	$	5	$	–	$	1	$	(1	)	$	–	$	5
Total	$	5	$	–	$	1	$	(1	)	$	–	$	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 years ended December 31, and the carrying value and asset classification of the related assets as of December 31:


	2011					2010
	Carrying Value		Total Losses			Carrying Value		Total Losses
Assets
Equipment under operating leases⁽¹⁾	$	103	$	(95	)	$	111	$	(54	)⁽²⁾
Assets held for sale or re-lease⁽¹⁾		3		(5	)		–		(4	)
Total	$	106	$	(100	)	$	111	$	(58	)

⁽¹⁾

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

⁽²⁾

For the year ended December 31, 2010, losses on equipment under operating leases includes $7 which were offset by intercompany guarantees.

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 as of December 31:


	2011						2010
	Carrying Value			Fair Value			Carrying Value			Fair Value
Assets
Notes and other	$	594	⁽¹⁾	$	639		$	375		$	395
Liabilities
Debt, excluding capital lease obligations	$	(3,357	)	$	(3,497	)	$	(3,394	)	$	(3,528	)

⁽¹⁾

Net of allowance for losses of $27

Items not included in the above disclosures are Cash and cash equivalents and Short-term investments. The carrying value of those items approximate their fair value at December 31, 2011 and 2010 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 value of fixed rate notes is 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.

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 15 – 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 at December 31:


	2011					2010
	Carrying Value		% of Total Portfolio			Carrying Value		% of Total Portfolio
AirTran/Southwest	$	1,261		29.1	%	$	1,364		29.0	%
Continental		415		9.6			447		9.5
Hawaiian		374		8.6			422		9.0
American		362		8.4			426		9.1
Korean		159		3.7			172		3.7
	$	2,571		59.4	%	$	2,831		60.3	%

For the years ended December 31, 2011 and 2010, AirTran Holdings, Inc. accounted for 21% and 18% of our revenue.

Portfolio carrying values were represented in the following regions at December 31:


	2011					2010
	Carrying Value		% of Total Portfolio			Carrying Value		% of Total Portfolio
United States ⁽¹⁾	$	3,198		73.9	%	$	3,604		76.8	%
Europe		693		16.0			619		13.2
Asia/Australia		241		5.6			280		5.9
Latin America		79		1.8			89		1.9
Other		116		2.7			102		2.2
	$	4,327		100.0	%	$	4,694		100.0	%

⁽¹⁾

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

Revenue by geographic region was as follows for the years ended December 31:


	2011		2010		2009
United States	$	334	$	409	$	430
Europe		123		128		138
Asia/Australia		45		45		51
Latin America		20		41		30
Other		10		16		11
	$	532	$	639	$	660

Portfolio carrying values were represented by the following product types at December 31:


	2011		2010
717	$	2,001	$	2,163
757		631		720
737		408		386
767		316		383
MD-11 ⁽¹⁾		311		359
747		225		256
MD-80		183		200
777		134		47
Other ⁽²⁾		118		180
	$	4,327	$	4,694

⁽¹⁾

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

⁽²⁾

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

Our aircraft portfolio by vintage, based on carrying value (excluding investments and pooled assets), are categorized as follows at December 31:


	2011			2010
2007 and newer		3.4	%		1.1	%
2002 - 2006		45.2			45.1
1997 - 2001		39.0			38.8
1996 and older		12.4			15.0
		100.0	%		100.0	%

Note 16 – 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 December 31, 2011, our maximum future cash exposure to losses associated with the loss sharing arrangement was $212 for which we have accrued a liability of $53.

The following table reconciles the reserve under the loss sharing arrangement, which is included in Other liabilities for the years ended December 31:


	2011			2010
Reserve at beginning of period	$	82		$	77
Increase (decrease) in reserve		(8	)		7
Payments to GECC		(21	)		(2	)
Reserve at end of period	$	53		$	82

Operating results of the discontinued operations were as follows for the years ended December 31:


	2011		2010			2009
Net gain (loss) on disposal of discontinued operations	$	8	$	(7	)	$	(36	)
Provision (benefit) for income tax		3		(3	)		(13	)
Net gain (loss) on disposal of discontinued operations, net of tax	$	5	$	(4	)	$	(23	)

Note 17 – Quarterly Financial Information (Unaudited)


	Three Months Ended
	March 31		June 30		September 30		December 31
2011
Revenue	$	143	$	147	$	126	$	116
Income from continuing operations	$	33	$	40	$	11	$	(6	)
Net income	$	31	$	39	$	18	$	(5	)

2010
Revenue	$	162	$	162	$	170	$	145
Income from continuing operations	$	29	$	35	$	28	$	4
Net income	$	29	$	33	$	28	$	2

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer have evaluated our disclosure controls and procedures as of December 31, 2011 and have concluded that these 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, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including the President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2011.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which exempts non-accelerated filers from Section 404(b) of the Sarbanes-Oxley Act of 2002.

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Item 11. Executive Compensation

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Item 14. Principal Accounting Fees and Services

The following table sets forth the aggregate fees billed to us by Deloitte & Touche LLP, our independent auditor, in 2011 and 2010:


Services Rendered / Fees (Dollars in millions)	2011		2010
Audit fees ⁽¹⁾	$	2.3	$	1.9

⁽¹⁾

For professional services rendered for the audit of our 2011 and 2010 annual financial statements, the reviews of the financial statements included in our Forms 10-Q for fiscal years 2011 and 2010, fees for issuance of consents related to Securities and Exchange Commission filings and other statutory audits.

As a wholly owned subsidiary of The Boeing Company, audit and non-audit services provided by our independent auditor are subject to Boeing’s Audit Committee pre-approval policies and procedures. The Committee pre-approved all services provided by, and all fees of, our independent auditor.

PART IV

Item 15. Exhibits, Financial Statement Schedules


(a) 1.		Financial Statements

		All Consolidated Financial Statements of the Company as set forth under Item 8 of this Annual Report on Form 10-K.

2.		Financial Statement Schedule

		None.

3.		Exhibits

3.1		Restated Certificate of Incorporation of the Company dated June 29, 1989, incorporated herein by reference to Exhibit 3.1 to our Form 10-K for the year ended December 31, 1993.

3.2		Certificate of Amendment of the Restated Certificate of Incorporation of the Company dated August 11, 1997, incorporated herein by reference to Exhibit 3(i) to our Form 10-Q, for the period ended June 30, 1997.

3.3		By-Laws of the Company dated July 22, 1993, incorporated herein by reference to Exhibit 3.2 to our Form 10-K for the year ended December 31, 1993.

4.1		First Supplemental Indenture, dated June 12, 1995, between the Company and Bankers Trust Company, incorporated herein by reference to Exhibit 4(b) to our Form S-3 Registration Statement (File No. 33-58989).

4.2		Indenture, dated April 15, 1987, incorporated herein by reference to Exhibit 4 to our Form S-3 Registration Statement (File No. 33-26674).

4.3		Senior Indenture, dated August 31, 2000, incorporated by reference to Exhibit 4(a) to our Amendment No. 2 to Form S-3 Registration Statement, dated August 30, 2000 (File No. 333-82391).

4.4		Indenture, dated as of November 10, 2011, incorporated by reference to Exhibit 4(a) to our Form S-3 Registration Statement, dated November 10, 2011 (File No. 333-177901).

Pursuant to 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 such 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.


10.1		364-Day Credit Agreement dated as of November 10, 2011, between Boeing and the banks listed therein, incorporated by reference to Exhibit 10.1 to The Boeing Company Form 8-K dated November 10, 2011 (File No. 001-00442).

10.2		Five-Year Credit Agreement dated as of November 10, 2011, between Boeing and the banks listed therein, incorporated by reference to Exhibit 10.2 to The Boeing Company Form 10-K dated November 10, 2011 (File No. 001-00442).

10.3		Borrower Subsidiary Letter dated November 10, 2011 relating to 364-Day Credit Agreement, incorporated by reference to Exhibit 10.3 to our Form 8-K dated November 10, 2011.

10.4		Borrower Subsidiary Letter dated November 10, 2011 relating to Five-Year Credit Agreement, incorporated by reference to Exhibit 10.4 to our Form 8-K dated November 10, 2011.

10.5		Letter agreement relating to the 364-Day Credit Agreement and the Five-Year Credit Agreement, dated November 10, 2011, between Boeing and us, incorporated by reference to Exhibit 10.5 to our Form 8-K dated November 10, 2011.

10.6		Support Agreement, dated December 23, 2003, by and between us and Boeing, incorporated herein by reference to Exhibit 99.1 to our Form 8-K filed December 24, 2003.



10.7		Purchase and Sale Agreement dated May 24, 2004, among Boeing Capital Corporation, BCC Equipment Leasing Corporation, McDonnell Douglas Overseas Finance Corporation, Boeing Capital Loan Corporation and General Electric Capital Corporation, incorporated herein by reference to Exhibit 10.1 to our 8-K dated June 24, 2004.

10.8		Amendment and Joint Waiver dated May 31, 2004, among Boeing Capital Corporation, BCC Equipment Leasing Corporation, McDonnell Douglas Overseas Finance Corporation, Boeing Capital Loan Corporation and General Electric Capital Corporation, incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated June 24, 2004.

12		Computation of Ratio of Earnings to Fixed Charges.

23		Consent of Independent Registered Public Accounting Firm.

31.1		Certification of President pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

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.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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*

February 9, 2012				/s/ KELVIN E. COUNCIL
				Kelvin E. Council
				Vice President and Chief Financial Officer (Principal Financial Officer) and Registrant’s Authorized Officer

February 9, 2012				/s/ KEVIN J. MURPHY
				Kevin J. Murphy
				Controller (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


				*Boeing Capital Corporation*

February 9, 2012				/s/ GREGORY D. SMITH
				Gregory D. Smith
				Chairman of the Board and Director

February 9, 2012				/s/ MICHAEL J. CAVE
				Michael J. Cave
				President and Director (Principal Executive Officer)

February 9, 2012				/s/ DAVID A. DOHNALEK
				David A. Dohnalek
				Director

February 9, 2012				/s/ J. MICHAEL LUTTIG
				J. Michael Luttig
				Director

BOEING CAPITAL CORP - FORM 10-K - February 9, 2012

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