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): ~~October~~January 2423, ~~2012~~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 21.02 ~~Results~~Termination of ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~October~~January 2423, ~~2012~~2013, The Boeing Company (“Boeing”) ~~issued~~and aBoeing ~~press~~Capital ~~release~~Corporation ~~reporting~~(“BCC”) ~~its~~entered ~~financial~~into ~~results~~a termination ~~for~~agreement to terminate the ~~quarter ended~~support ~~September~~agreement dated December 3023, ~~2012~~2003 between the parties. The ~~press~~termination ~~release~~is ~~includes~~effective ~~information~~February 22, ~~relating~~2013, toprovided ~~financial~~that ~~results~~on ofor ~~Boeing~~before ~~Capital~~such ~~Corporation~~date ~~(“BCC”)~~each ~~for~~of ~~the~~Moody’s ~~quarter~~Investors ~~ended September 30~~Service, Standard & ~~2012~~Poor’s, and isFitch ~~being~~Ratings ~~furnished~~either ~~pursuant~~publicly toconfirms, ~~Item 2.02~~or provides Boeing or BCC confirmation that such termination does not adversely affect the credit ratings of the debt of BCC. The termination agreement is filed as an ~~Form~~exhibit ~~8-K~~to this report.

~~The~~Boeing’s ~~information~~and ~~contained~~BCC’s inexecution ~~this Current Report shall not be deemed to be “filed” for the purposes~~ of ~~Section 18~~ of the ~~Securities~~termination ~~Exchange~~agreement ~~Act~~was ofin ~~1934~~conjunction ~~(the~~with ~~“Exchange~~Boeing issuing ~~Act”)~~a orguaranty ~~otherwise subject to the liabilities~~ of ~~that~~all ~~section, nor shall it be incorporated by reference into a filing under the Securities Act~~ of ~~1933,~~BCC’s oroutstanding ~~the~~publicly ~~Exchange Act,~~issued ~~except~~debt ~~as shall be expressly set forth by specific reference in such filing~~securities.

Item 8.01 Other Events.

On January 23, 2013, Boeing issued a press 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 press release and the forms of guaranty are filed as exhibits to this report.

Item 9.01 Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d) Exhibits. ~~The following exhibit is furnished as part of this report:~~

9910.1 ~~Press~~Termination ~~Release~~Agreement ofdated January 23, 2013, between The Boeing Company ~~(incorporated~~and byBoeing ~~reference~~Capital toCorporation, ~~Exhibit~~related ~~99.1~~to ofSupport ~~Form~~Agreement ~~8-K~~between of The Boeing Company ~~dated~~and ~~October~~Boeing ~~24,~~Capital ~~2012,~~Corporation ~~file~~dated ~~number~~December ~~001-00442).~~23, 2003

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

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 199599.2 ~~Forward-looking~~Guaranty, ~~statements~~dated ~~are~~January ~~based on our current expectations and assumptions~~23, ~~which may not prove to be accurate. These statements are not guarantees and are subject to risks~~2013, 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~~The ~~date~~Boeing ~~it was made~~Company, ~~and~~relating ~~BCC assumes no obligation~~ to ~~update~~securities orissued ~~revise~~under ~~any~~Indenture ~~forward-looking~~dated ~~statement, whether~~ as ~~a result~~ of ~~new~~August ~~information~~31, ~~future~~2000 ~~events~~between orBoeing ~~otherwise,~~Capital ~~except~~Corporation ~~as required by law. See BCC’s Annual Report on Form 10-K for year ended December 31, 2011~~ and ~~BCC’s~~ ~~Quarterly~~Deutsche ~~Report~~Bank onTrust ~~Form~~Company ~~10-Q for the quarter ended June 30~~Americas, ~~2012~~formerly ~~for~~Bankers ~~factors~~Trust ~~that may cause BCC’s actual results and future trends to differ materially from those expressed in the forward-looking statements.~~ 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.

	~~Boeing Capital Corporation~~	Boeing Capital Corporation
	~~By:~~	~~/s/ Kelvin E. Council~~By:	/s/ Kelvin E. Council
		~~Kelvin E. Council~~	Kelvin E. Council
October 24, 2012		Vice President and Chief Financial Officer
January 23, 2013			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 October 24, 2012, file number 001-00442).
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		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

Filing Compare · BOEING CAPITAL CORP