UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2324, 2013

Boeing Capital Corporation

(Exact name of registrant as specified in its charter)


Delaware	0-10795	95-2564584
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(425) 965-4000

Registrant’s telephone number, including area code

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

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

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

On January 2324, 2013, The Boeing Company (“Boeing”) and Boeing Capital Corporation (“BCC”) ~~entered~~notified ~~into~~the aLenders ~~termination~~party ~~agreement~~ to ~~terminate~~ the ~~support~~364-Day ~~agreement~~Credit Agreement dated ~~December~~as of November 2310, ~~2003~~2011 between Boeing, the lenders parties. ~~The~~thereto, ~~termination~~JPMorgan isChase ~~effective February 22~~Bank, ~~2013~~N.A., ~~provided~~as ~~that~~syndication onagent, orCitigroup ~~before~~Global ~~such~~Markets ~~date~~Inc. ~~each~~and ofJ.P. ~~Moody’s~~Morgan ~~Investors~~Securities ~~Service~~LLC, as joint lead ~~Standard &~~arrangers ~~Poor’s~~and joint book managers, and ~~Fitch~~Citibank, ~~Ratings~~N.A., ~~either~~as ~~publicly~~Agent ~~confirms,~~for orsuch ~~provides~~lenders ~~Boeing~~(as orextended ~~BCC~~on ~~confirmation~~October 15, ~~that~~2012 ~~such~~and ~~termination~~as ~~does~~amended ~~not~~or ~~adversely~~modified ~~affect~~from time to time, the ~~credit~~“364-Day ~~ratings~~Credit Agreement”) that as of such date the ~~debt~~status of BCC. ~~The~~as a ~~termination~~Subsidiary ~~agreement~~Borrower isunder ~~filed~~the as364-Day ~~an exhibit~~Credit toAgreement ~~this~~is ~~report~~revoked.

On January 24, 2013, Boeing’s and BCC’s ~~execution~~notified ofthe Lenders party to the ~~termination~~5-Year ~~agreement~~Credit ~~was~~Agreement indated ~~conjunction~~as ~~with~~of November 10, 2011 between Boeing, the lenders parties thereto, JPMorgan Chase Bank, N.A., as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead ~~issuing~~arrangers aand ~~guaranty~~joint book managers, and Citibank, N.A., as Agent for such lenders (as extended on October 15, 2012 and as amended or modified from time to time, the “5-Year Credit Agreement”) that as of ~~all~~such date the status of BCC’s ~~outstanding~~as ~~publicly~~a Subsidiary ~~issued~~Borrower ~~debt~~under ~~securities~~the 5-Year Credit Agreement is revoked.

~~Item~~In addition, on January ~~8.01~~24, ~~Other~~2013, ~~Events~~Boeing and BCC terminated their letter agreement dated as of November 10, 2011 in which Boeing, among other things, gave BCC exclusive access to $750 million of the revolving credit line under each of the 364-Day Credit Agreement and $750 million of the revolving credit line under the 5-Year Credit Agreement.

OnThe ~~January 23,~~agreement ~~2013,~~terminating ~~Boeing~~the ~~issued~~letter aagreement ~~press~~between ~~release announcing that BCC intends to suspend its separate Securities and Exchange Commission (“SEC”) reporting, while~~ Boeing ~~will continue to report BCC as a segment in Boeing’s SEC reports. Boeing also announced that it had issued a full~~ and ~~unconditional guarantee of all the outstanding publicly-issued debt~~ ~~securities of~~ BCC. ~~The~~is ~~press release and the forms of guaranty are~~ filed as ~~exhibits~~an exhibit to this report.

These changes were made in conjunction with Boeing’s announcement on January 23, 2013 that BCC intends to suspend its separate Securities and Exchange Commission (“SEC”) reporting, while Boeing will continue to report BCC as a segment in Boeing’s SEC reports.

Item 9.01 Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits.

1099.1 ~~Termination~~Letter Agreement, dated January 2324, 2013, between The Boeing Company and Boeing Capital Corporation, ~~related~~terminating toletter ~~Support~~agreement ~~Agreement between The Boeing Company and Boeing Capital Corporation~~ dated ~~December~~November 2310, ~~2003~~2011

99.1 Press Release of The Boeing Company dated January 23, 2013 (incorporated by reference to Exhibit 99.1 of Form 8-K of The Boeing Company dated January 23, 2013, file number 001-00442)

99.2 Guaranty, dated January 23, 2013, of The Boeing Company, relating to securities issued under Indenture dated as of August 31, 2000 between Boeing Capital Corporation and Deutsche Bank Trust Company Americas, formerly Bankers Trust Company

99.3 Guaranty, dated January 23, 2013, of The Boeing Company, relating to securities issued under Indenture dated as of April 15, 1987 between Boeing Capital Corporation, formerly McDonnell Douglas Finance Corporation, and Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as supplemented by Supplemental Indenture No. 1 thereto, dated as of June 12, 1995

Signature

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

EXHIBIT INDEX

ExhibitNumber		Description
10.1		Termination Agreement dated January 23, 2013, between The Boeing Company and Boeing Capital Corporation, related to Support Agreement between The Boeing Company and Boeing Capital Corporation dated December 23, 2003
99.1		Letter Agreement, dated January 24, 2013 between The Boeing Company and Boeing Capital Corporation terminating letter agreement dated November 10, 2011
99.1		Press Release of The Boeing Company dated January 23, 2013 (incorporated by reference to Exhibit 99.1 of Form 8-K of The Boeing Company dated January 23, 2013, file number 001-00442)
99.2		Guaranty, dated January 23, 2013, of The Boeing Company, relating to securities issued under Indenture dated as of August 31, 2000 between Boeing Capital Corporation and Deutsche Bank Trust Company Americas, formerly Bankers Trust Company
99.3		Guaranty, dated January 23, 2013, of The Boeing Company, relating to securities issued under Indenture dated as of April 15, 1987 between Boeing Capital Corporation, formerly McDonnell Douglas Finance Corporation, and Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as supplemented by Supplemental Indenture No. 1 thereto, dated as of June 12, 1995

Boeing Capital Corporation

/s/ Kelvin E. Council

Kelvin E. Council

January 23, 2013

Vice President and Chief Financial Officer

January 24, 2013

Vice President and Chief Financial Officer

Filing Compare · BOEING CAPITAL CORP