UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~Date of Report (Date of earliest event reported): July~~October 2515, 2012

Date of Report (Date of earliest event reported)

Boeing Capital Corporation

(Exact ~~name~~ Name of ~~registrant~~ Registrant as ~~specified~~ Specified in ~~its charter~~ Charter)

Delaware	0-10795	95-2564584
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification Number)
500 Naches Ave. SW, 3rd Floor Renton, Washington		98057
500 Naches Ave. SW, 3rd Floor, Renton, WA		98057
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

(425) 965-4000

(Registrant’s ~~telephone number~~ Telephone Number, ~~including area code~~ 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 2 1.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

OnExtension July 25, 2012, The Boeing Company (“Boeing”) issued a press release reporting its financial results for the quarter ended June 30, 2012. The press release includes information relating to financial results of ~~Boeing~~Termination ~~Capital~~Dates ~~Corporation (“BCC”) for the quarter ended June 30, 2012, and is being furnished pursuant to Item 2.02~~ of ~~Form~~Credit ~~8-K.~~ Agreements

On November 10, 2011, The ~~information~~Boeing ~~contained~~Company in(“Boeing”) ~~this~~entered ~~Current~~into ~~Report~~(1) a ~~shall~~$2.3 ~~not~~billion, be364-day ~~deemed~~revolving tocredit beagreement (the “~~filed~~364-Day Credit Agreement”) ~~for~~and ~~the~~(2) a ~~purposes~~$2.3 ofbillion, five-year revolving credit agreement (the “5-Year ~~Section 18~~Credit ofAgreement” and, together with the 364-Day Credit Agreement, the “Credit Agreements”), in each case with Citigroup Global Markets Inc. and J.P. Morgan Securities ~~Exchange~~LLC ~~Act~~as ofjoint ~~1934~~lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent, Citibank, N.A. (the “~~Exchange Act~~Agent”) oras ~~otherwise~~administrative ~~subject~~agent, and a syndicate of lenders as defined in the respective Credit Agreement. On October 15, 2012, the Agent notified Boeing that the lenders have agreed to Boeing’s request to extend each Credit Agreement for an additional 364 days (one year, in the ~~liabilities~~case of ~~that~~the ~~section~~5-Year Credit Agreement) pursuant to the terms of the respective agreements. The 364-Day Credit Agreement is now scheduled to terminate on November 7, ~~nor~~2013, ~~shall~~subject itto beBoeing’s ~~incorporated~~right byto, ~~reference~~following payment of additional fees, convert outstanding borrowings into aterm ~~filing~~loans ~~under~~with ~~the~~a ~~Securities~~maturity ~~Act~~date of ~~1933~~November 7, or2014. ~~the~~The ~~Exchange~~5-Year Credit Agreement is now ~~Act~~scheduled to terminate on November 10, ~~except~~2017. asThe ~~shall~~Credit beAgreements ~~expressly~~are ~~set~~otherwise ~~forth~~subject byto ~~specific~~the ~~reference~~same terms and conditions as previously disclosed in ~~such~~Boeing ~~filing~~Capital Corporation’s Form 8-K dated November 10, 2011.

~~Item~~Boeing Capital Corporation (“BCC”) remains a designated subsidiary borrower under the 364-Day Credit Agreement and under the 5-Year Credit Agreement. As previously disclosed in BCC’s Form 8-K dated November 910, 2011, pursuant to a letter agreement dated as of November 10, 2011 between BCC and Boeing, BCC has been given exclusive access by Boeing to $750 million of the $2.013 ~~Financial~~billion ~~Statements~~revolving credit line under the 364-Day Credit Agreement and ~~Exhibits~~to $750 million of the $2.3 billion revolving credit line under the 5-Year Credit Agreement. Any borrowings under the 364-Day Credit Agreement or the 5-Year Credit Agreement by BCC will be guaranteed by Boeing. The terms and conditions of the borrower subsidiary letters and the letter agreement between BCC and Boeing are as previously disclosed in BCC’s Form 8-K dated November 10, 2011.

(Item 2.03. Creation of a) ~~Not~~Direct ~~applicable~~Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

~~(b)~~The ~~Not~~information ~~applicable~~set forth above under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

~~(c)~~SIGNATURE ~~Not applicable.~~

~~(d)~~Pursuant ~~Exhibits.~~to ~~The~~the ~~following~~requirements ~~exhibit~~of isthe ~~furnished~~Securities asExchange ~~part~~Act of 1934, as amended, the registrant has duly caused this report: to be signed on its behalf by the undersigned, hereunto duly authorized.

~~99.1~~BOEING ~~Press~~CAPITAL ~~Release~~CORPORATION ofBy: ~~The~~/s/ ~~Boeing~~Kelvin ~~Company~~E. ~~(incorporated~~Council byKelvin ~~reference to Exhibit 99~~E.1 ofCouncil ~~Form~~Vice ~~8-K~~President ofand ~~The~~Chief ~~Boeing~~Financial ~~Company dated July 25, 2012, file number 001-00442).~~Officer

~~Forward-Looking~~Dated: ~~Statements~~October 17, 2012

Certain statements contained in this Current Report on Form 8-K regarding BCC’s financial outlook may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Any forward-looking statement speaks only as of the date it was made, and BCC assumes 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. See BCC’s Annual Report on Form 10-K for year ended December 31, 2011 and BCC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 for factors that may cause BCC’s actual results and future trends to differ materially from those expressed in the forward-looking statements.

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.

	Boeing Capital Corporation
	By:	/s/ Kelvin E. Council
		Kelvin E. Council
July 25, 2012		Vice President and Chief Financial Officer

EXHIBIT INDEX

ExhibitNumber		Description
99.1		Press Release of The Boeing Company (incorporated by reference to Exhibit 99.1 of Form 8-K of The Boeing Company dated July 25, 2012, file number 001-00442).

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