Filed Pursuant to
Rule 424(b)(3)
File No. 333-37635
PRICING SUPPLEMENT NO. 72 DATED
APRIL 19, 2000 TO PROSPECTUS
DATED JULY 31, 1998 AND PROSPECTUS
SUPPLEMENT DATED JULY 31, 1998
BOEING CAPITAL CORPORATION
Series X Medium-Term Notes
Due Nine Months or More From Date of Issue
Except as set forth herein, the Series X Medium-Term Notes offered
hereby (the "Notes") have such terms as are described in the accompanying
Prospectus dated July 31, 1998, as amended and supplemented by the Prospectus
Supplement dated July 31, 1998 (the "Prospectus").
Aggregate Principal Amount: $51,600,000
Original Issue Date
(Settlement Date): April 25, 2000
Stated Maturity Date: April 25, 2001
Base Rate: LIBOR
Index Currency: U.S. Dollars
Designated LIBOR Page: LIBOR Telerate Page 3750
Spread: Negative 10.1 basis points
Initial Interest Rate: Base Rate adjusted by Spread, as determined on
April 25, 2000
Index Maturity: Three months
Interest Payment Dates: Commencing July 25, 2000 and thereafter on the
25th calendar day of each January, April, July
and October up to and including the Maturity Date
Interest Reset Period: Quarterly
Calculation Agent: Bankers Trust Company
Interest Reset Dates: The 25th calendar day of each January, April,
July and October
Interest Determination Dates: The second London Business Day preceeding each
Interest Reset Date
Type of Notes Issued: [X] Senior Notes [ ] Fixed Rate Notes
[ ] Subordinated Notes [X] Floating Rate Notes
Optional Redemption: [ ] Yes
[X] No
Form of Notes Issued: [X] Book-Entry Notes
[ ] Certificated Notes
CUSIP Number: 09700WDH3
PURCHASE AS PRINCIPAL
This Pricing Supplement relates to $51,600,000 aggregate principal
amount of Notes that are being purchased, as principal, by Morgan Stanley & Co.
Incorporated ("Morgan Stanley"), for resale to investors at varying prices
related to prevailing market conditions at the time or times of resale as
determined by Morgan Stanley. Net proceeds payable by Morgan Stanley to Boeing
Capital Corporation (the "Company") will be 100% of the aggregate principal
amount of the Notes or $51,600,000 before deduction of expenses payable by the
Company.
ADDITIONAL RISK FACTOR
Below is a risk factor entitled "Liquidity Risks". This risk factor
supplements rather than replaces the risk factors set forth in the risk factors
section beginning on page S-2 of the Prospectus Supplement delivered with this
pricing supplement.
LIQUIDITY RISKS
We have significant liquidity requirements. We attempt to fund our
business such that scheduled receipts from our portfolio will cover our expenses
and debt payments as they become due. We believe that, absent a severe or
prolonged economic downturn which results in defaults materially in excess of
those provided for, receipts from the portfolio will cover the payment of
expenses and debt payments as they become due. If cash provided by operations,
issuances of commercial paper, borrowings under bank credit lines and term
borrowings do not provide the necessary liquidity, we would be required to
restrict our new business volume, unless we obtained access to other sources of
capital at rates that would allow for a reasonable return on new business.
Our ability to make scheduled payments of the principal of, or to pay
interest on, or to refinance our indebtedness, including the Notes, depends on
the future performance of our investment portfolio. The performance of such
portfolio, in turn, is subject to economic, financial, competitive and other
factors that are beyond our control. While we believe that future cash flows
from the portfolio, together with available borrowings under our revolving
credit line, will be adequate to meet our anticipated requirements for working
capital, interest payments and scheduled principal payments, we cannot assure
you that we will be able to generate sufficient cash flows in the future to
service our debt obligations. If we are unable to do so, we may be required to
refinance all or a portion of our existing debt, including the Notes, sell
assets or obtain additional financing. We cannot assure you that any such
refinancing will be possible or that any such sale of assets or additional
financing could be achieved.
