Obligation Boeing 4.7% ( US097014AL88 ) en USD

Boeing

100 % ⇌

Etas-Unis

US097014AL88 ( en USD )

4.7% par an ( paiement semestriel )

27/10/2019 - Obligation échue

Prospectus brochure de l'obligation Boeing US097014AL88 en USD 4.7%, échue

2 000 USD

500 000 000 USD

097014AL8

N/A

Boeing est un important fabricant américain d'avions commerciaux et militaires, de systèmes de défense et de sécurité, et de lanceurs spatiaux.

L'Obligation émise par Boeing ( Etas-Unis ) , en USD, avec le code ISIN US097014AL88, paye un coupon de 4.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/10/2019

Final Prospectus Supplement
Page 1 of 47
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-154844

PROSPECTUS SUPPLEMENT
(To Prospectus dated November 12, 2008)
Boeing Capital Corporation
$1,000,000,000
$500,000,000 3.25% Senior Notes due 2014
$500,000,000 4.70% Senior Notes due 2019

We are offering $500,000,000 of our 3.25% Senior Notes due 2014 (the "2014 notes") and $500,000,000 of our 4.70% Senior
Notes due 2019 (the "2019 notes," and, together with the 2014 notes, the "notes").
The 2014 notes will mature on October 27, 2014 and the 2019 notes will mature on October 27, 2019, in each case, unless
redeemed earlier. We will pay interest on the notes semi-annually in arrears on April 27 and October 27 of each year, beginning April
27, 2010. Interest on the notes will accrue from October 27, 2009.
We may redeem each series of notes at any time prior to maturity, in whole or in part, upon at least 30 days notice, at a
redemption price equal to the principal amount of the notes to be redeemed plus a make-whole premium, together with accrued
interest on such notes to the redemption date. The redemption provisions are more fully described in this prospectus supplement in the
section titled "Description of Notes." The notes will not be listed on any securities exchange.
The notes will be our unsecured senior obligations. The notes will rank equally in right of payment with all our existing and
future unsecured and unsubordinated indebtedness and will rank senior in right of payment to any future indebtedness that is
subordinated to the notes.
Investing in the notes involves risks. See the section entitled "Risk Factors" beginning on page S-6 of this prospectus
supplement, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and in our Quarterly Reports
on Form 10-Q for the quarterly periods subsequent to such date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

Per 2014
Per 2019

Note
Total

Note
Total
Price to Public(1)
99.780% $498,900,000 99.929% $499,645,000
Underwriting Discounts and Commission
0.350% $ 1,750,000
0.450% $ 2,250,000
Proceeds, before expenses, to Boeing Capital Corporation
99.430% $497,150,000 99.479% $497,395,000

(1)
Plus accrued interest from October 27, 2009, if settlement occurs after that date.
We urge you to carefully read this prospectus supplement and the accompanying prospectus which describe the terms of the
offering before you make your investment decision.

The underwriters expect to deliver the notes to purchasers in book-entry form only, through the facilities of The Depository
Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme and the Euroclear Bank,
S.A./N.V., against payment on or about October 27, 2009.
Joint Book-Running Managers

Credit Suisse

Goldman, Sachs & Co.

J.P. Morgan
Senior Co-Managers

BofA Merrill Lynch

Barclays Capital
BNP PARIBAS
CALYON
Citi
Deutsche Bank Securities
Morgan Stanley

RBS
UBS Investment Bank
Wells Fargo Securities
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Final Prospectus Supplement
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Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement

S-1
Forward-Looking Statements

S-2
Summary

S-3
Risk Factors

S-6
Ratio of Earnings to Fixed Charges

S-7
Use of Proceeds

S-8
Description of Notes

S-9
Certain United States Federal Income Tax Considerations

S-14
Underwriting

S-18
Legal Matters

S-22
Where You Can Find More Information About Us

S-22
Documents Incorporated By Reference

S-22
Prospectus

About This Prospectus

1
Cautionary Note About Forward-Looking Statements

1
Boeing Capital Corporation

2
Risk Factors

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
The Debt Securities

3
How We Plan to Distribute the Debt Securities

17
Validity of the Debt Securities

18
Experts

18
Where You Can Find More Information About Us

18
Documents Incorporated By Reference

18
In making your investment decision, you should rely only on the information contained in or incorporated by reference in this
prospectus supplement, the accompanying prospectus, and any free writing prospectus relating to this offering that we may provide to
you. Neither Boeing Capital Corporation nor the underwriters have authorized anyone to provide you with information that is
different. If anyone provides you with different or inconsistent information, you should not rely on it. Neither Boeing Capital
Corporation nor the underwriters are making an offer of these notes in any jurisdiction where the offer is not permitted.

i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this
offering and other matters relating to us. The second part is the accompanying prospectus, which gives more general information
about securities we may offer from time to time, some of which may not apply to this offering. This prospectus supplement and the
accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC")
using the SEC's shelf registration rules. You should read both this prospectus supplement and the accompanying prospectus, together
with additional information described in this prospectus supplement in the sections titled "Where You Can Find More Information
About Us" and "Documents Incorporated by Reference."
Any statement made in this prospectus supplement, in the accompanying prospectus or in a document incorporated or deemed
to be incorporated by reference in this prospectus supplement or the accompanying prospectus will be deemed to be modified or
superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any
other subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus supplement
or the accompanying prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus. You should
not assume that the information in this prospectus supplement, in the accompanying prospectus and any free writing prospectus is
accurate as of any date other than the date on the front of those documents or that the information incorporated by reference is
accurate as of any date other than the date of the document incorporated by reference. Boeing Capital Corporation's business,
financial condition, results of operations and prospects may have changed since those dates.
This prospectus supplement and the accompanying prospectus contain information about Boeing Capital Corporation and the
notes. They also refer to information contained in other documents that we file with the SEC.
When we refer to "Boeing Capital Corporation," "the Company," "we," "us," or "our" in this prospectus supplement, we
mean Boeing Capital Corporation and its subsidiaries unless the context otherwise requires. When we refer to "Boeing" in this
prospectus supplement we mean The Boeing Company.

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FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement and in the accompanying prospectus may be forward-looking statements
within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Words such as
"expects," "intends," "plans," "projects," "believes," "estimates," "targets," "anticipates," and similar expressions are used to identify
these forward-looking statements. Forward-looking statements are based upon assumptions about future events that may not be
accurate. These statements are not guarantees of future performance and are assumptions that are difficult to predict. Actual outcomes
and results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these
statements speak to events only as of the date they are made and we undertake no obligations to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws.
Specific factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to,
those set forth below and other important factors disclosed previously and from time-to-time in our other filings with the SEC:

· 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 or restructurings 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 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 and 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;

· volatility in our earnings due to the timing of asset sales, other risk mitigation activities and fluctuations in our portfolio

size; and

· other risk factors listed from time to time in our filings with the Securities and Exchange Commission.
These factors and the other risk factors discussed in this prospectus supplement and the accompanying prospectus,
including those in the section titled "Risk Factors," are not necessarily all of the important factors that could cause Boeing
Capital Corporation's actual results to differ materially from those expressed in any of its forward-looking statements. Other
unknown or unpredictable factors also could have material adverse effects on Boeing Capital Corporation's future results.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. Please see Boeing Capital
Corporation's periodic reports filed with the SEC for more information on these factors. The forward-looking statements
included in this prospectus supplement or in the accompanying prospectus are made only as of the date of this prospectus
supplement or in the accompanying prospectus.

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SUMMARY
The following summary is provided solely for your convenience. It is not intended to be complete. You should read
carefully this entire prospectus supplement, the accompanying prospectus and all the information included or incorporated by
reference herein or therein carefully, especially the risks discussed in the section titled "Risk Factors" beginning on page S-6 of
this prospectus supplement and in our periodic reports filed with the SEC.
Boeing Capital Corporation
We are a commercial finance company. In the commercial aircraft market, we facilitate, arrange, structure and provide
selective financing solutions for Boeing's Commercial Airplanes segment customers. In the space and defense markets, we
primarily arrange and structure financing solutions for Boeing's Integrated Defense Systems segment customers.
We and Boeing entered into a support agreement on December 23, 2003 with the following 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 million.
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 to a modification or termination 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 Boeing Capital Corporation 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 outstanding principal amount of all
debt have the right to demand that Boeing Capital Corporation enforce its rights with respect to the obligations of Boeing listed
above.
We operate primarily out of our headquarters located at 500 Naches Avenue, SW, Renton, Washington 98057 ((425) 965-
4000).
We were incorporated in Delaware in 1968 and are an indirect wholly-owned subsidiary of The Boeing Company.
The Boeing Company is not the issuer of the notes and is not a guarantor of the notes.
The information above concerning Boeing Capital Corporation is only a summary and does not purport to be
comprehensive. For additional information about Boeing Capital Corporation, you should refer to the information described in
"Where You Can Find More Information About Us" and "Documents Incorporated by Reference" in this prospectus supplement.

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The Offering
The following summary contains basic information about this offering. For a more complete understanding of this
offering, we encourage you to read this entire prospectus supplement and the accompanying prospectus.
Issuer
Boeing Capital Corporation

Notes Offered
$1,000,000,000 aggregate principal amount of notes, consisting of:

· $500,000,000 aggregate principal amount of 2014 notes

· $500,000,000 aggregate principal amount of 2019 notes

Maturity Date
The 2014 notes mature on October 27, 2014 and the 2019 notes mature on
October 27, 2019, unless such series of notes is redeemed in whole as described
below under "Description of Notes--Optional Redemption."

Interest Rate
The 2014 notes will bear interest from October 27, 2009 at the rate of 3.25% per
annum, payable semi-annually in arrears, and the 2019 notes will bear interest
from October 27, 2009 at the rate of 4.70% per annum, payable semi-annually
in arrears.

Interest Payment Dates
Interest will be paid on April 27 and October 27 of each year, beginning on
April 27, 2010. Interest on the notes will accrue from October 27, 2009.

Use of Proceeds
We expect to receive net proceeds from this offering of approximately
$993,345,000, after deducting underwriting discounts and our estimated offering
expenses totaling approximately $1.2 million. We intend to use the net proceeds
from this offering for general corporate purposes, including repaying certain
indebtedness, purchasing equipment for leases, making loans, or funding other
investments.
Optional Redemption
The notes will be redeemable at our option, in whole or in part, at any time and
from time to time. See the section titled "Description of Notes--Optional
Redemption" in this prospectus supplement.

Upon redemption, we will pay a redemption price equal to the greater of:

· 100% of the principal amount of the notes then outstanding of such series

to be redeemed; or

· the sum of the present values of the Remaining Scheduled Payments (as

defined in this prospectus supplement) of principal and interest on the
notes to be redeemed,

plus, in each case, accrued and unpaid interest on the principal amount being
redeemed to, but not including, the redemption date.

The present value will be determined by discounting the remaining principal and
interest payments to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months), using the Treasury Rate (as
defined in this prospectus supplement) applicable to such notes, plus 20 basis
points with respect to the 2014 notes and plus 25 basis points with respect to the
2019 notes.

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Ranking
The notes will be our unsecured senior obligations. The notes will rank equally
in right of payment with all our existing and future unsecured, unsubordinated
indebtedness and will rank senior in right of payment to any future indebtedness
that is subordinated to the notes. The notes will be effectively subordinated to
all of our existing and future secured indebtedness to the extent of the assets
securing such indebtedness and to the indebtedness and liabilities of our
subsidiaries.

Certain Covenants
The indenture governing the notes limits our ability and the ability of our
subsidiaries, among other things, to create liens without equally and ratably
securing the notes.

The indenture also limits our ability to engage in mergers, consolidations and
certain sales of assets. These covenants are subject to important exceptions and
qualifications, as described in the sections titled "The Debt Securities-- Certain
Covenants," "The Debt Securities--Limitation upon Liens" and "The Debt
Securities--Merger and Sales of Assets by Boeing Capital" in the
accompanying prospectus.

Additional Notes
We may, without notice to or consent of the holders or beneficial owners of any
series of the notes, issue in a separate offering additional notes having the same
ranking, interest rate, maturity and other terms as the notes of a particular series.
The notes of such series and any such additional notes will constitute a single
series under the indenture.

No Listing
We do not intend to list the notes on any securities exchange or automated
quotation system. The notes will be new securities for which there currently is
no public market. See "Risk Factors--Risks Related to the Offering--There
may not be active trading markets for the notes" in this prospectus supplement.

Trustee
Deutsche Bank Trust Company Americas

Governing Law
The notes will be governed by New York law.

Risk Factors
Investing in the notes involves risks. See the section titled "Risk Factors"
beginning on page S-6 of this prospectus supplement and other information
included or incorporated by reference in this prospectus supplement and in the
accompanying prospectus for a discussion of factors you should carefully
consider before deciding to invest in the notes.

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RISK FACTORS
Your investment in the notes is subject to certain risks. This prospectus supplement does not describe all of the risks of an
investment in the notes. You should consult your own financial and legal advisors about the risks entailed by an investment in the
notes and the suitability of your investment in the notes in light of your particular circumstances. For a discussion of the factors you
should carefully consider before deciding to purchase any notes that may be offered, please read "Risk Factors" in Annual Report on
Form 10-K for the year ended December 31, 2008, our Quarterly Reports on Form 10-Q for the quarterly periods subsequent to such
date, as well as those risk factors included below that are related to this offering. Additional risks and uncertainties not currently
known to us or that we currently deem immaterial may also adversely affect our business and operations. If any of the matters
described in the risk factors were to occur, our business, financial condition, results of operations, cash flows or prospects could be
materially adversely affected. In such case, you could lose all or a portion of your investment.
Risks Related to the Offering
The notes are structurally subordinated to the liabilities of our subsidiaries.
The notes are obligations exclusively of Boeing Capital Corporation and not of any of our subsidiaries. A significant portion
of our operations is conducted through our subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any
amounts due under the notes or to make any funds available therefor, whether by dividends, loans or other payments. Except to the
extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders
of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such subsidiaries over our claims (and
therefore the claims of our creditors, including holders of the notes). Consequently, the notes will be effectively subordinated to all
liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish. As of September 30, 2009, our
subsidiaries had approximately $125.9 million of outstanding debt.
Negative covenants in the indenture will have a limited effect.
The indenture governing the notes contains only limited negative covenants that apply to us and our subsidiaries. These
covenants do not limit the amount of additional debt that we may incur and do not require us to maintain any financial ratios or
specific levels of net worth, revenues, income, cash flows or liquidity. Accordingly, the indenture does not protect holders of the notes
in the event we experience significant adverse changes in our financial condition or results of operations. See "The Debt Securities--
Certain Covenants," "The Debt Securities--Limitation upon Liens" and "The Debt Securities--Merger and Sales of Assets by Boeing
Capital" in the accompanying prospectus. In light of the limited negative covenants applicable to the notes, holders of the notes may
be structurally or contractually subordinated to new lenders.
There may not be active trading markets for the notes.
The notes are a new issue of securities for which currently there is no trading market. We do not intend to apply for listing of
the notes on any securities exchange or any automated quotation system. Accordingly, there can be no assurance that trading markets
for the notes will ever develop or will be maintained. Further, there can be no assurance as to the liquidity of any market that may
develop for the notes, your ability to sell your notes or the prices at which you will be able to sell your notes. Future trading prices of
the notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-
current ratings assigned to the notes and the market for similar securities. Any trading markets that develop would be affected by
many factors independent of and in addition to the foregoing, including:

· time remaining to the maturity of the notes;

· outstanding amount of the notes;

· the terms related to optional redemption of the notes; and

· the level, direction and volatility of market interest rates generally.

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RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the ratio of our earnings to fixed charges for the periods indicated:

Nine Months Ended September 30,
Year Ended December 31,
2009

2008
2007
2006
2005
2004
1.8

1.7
1.8
1.8
1.6
1.5
For the purpose of calculating the ratio of earnings to fixed charges, earnings consist of income from continuing operations
before provision for income taxes and fixed charges. Fixed charges consist of interest expense.

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