8-K

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): November 5, 2009

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

Commission file number 1-442

Delaware	91-0425694
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
100 N. Riverside, Chicago, IL	60606-1596
(Address of principal executive offices)	(Zip Code)

(312) 544-2000

(Registrant’s telephone number, including area code)

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 8.01 Other Events.

This Current Report on Form 8-K is being filed to reflect certain adjustments that have been made to prior year consolidated financial statements of The Boeing Company (the “Company”) that were previously filed with the Securities and Exchange Commission by the Company on February 9, 2009 in its Annual Report on Form 10-K for the year ended December 31, 2008. These adjustments are being filed for purposes of incorporation by reference into any future registration statements, including a Registration Statement on Form S-3 that we currently expect to file in respect of shares expected to be contributed to the Company’s U.S. pension plans. The financial statements and summary of business segment data reflecting adjustments for the following items, previously disclosed in the Company’s Form 10-Q for the quarter ended March 31, 2009, are attached hereto as Exhibit 99.1:

A. Effective January 1, 2009, the Company adopted a newly issued accounting standard which requires the noncontrolling interest to be separately presented as a component of shareholders’ equity. The accompanying Consolidated Statement of Financial Position as of December 31, 2007, Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2007 and 2006 and applicable business segment data for 2008, 2007 and 2006 have been adjusted to conform to the new standard.

B. Effective January 1, 2009, certain programs were realigned between the Company’s Integrated Defense Systems segments. Business segment data for 2008, 2007 and 2006 have been adjusted to reflect the realignment.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits:

99.1 Consolidated Statement of Financial Position, Consolidated Statements of Shareholders’ Equity and Summary of Business Segment Data

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

THE BOEING COMPANY

(Registrant)

/S/ ROBERT J. PASTERICK

Robert J. Pasterick

Vice President of Finance & Corporate Controller

Date: November 5, 2009

EX-99.1

Exhibit 99.1

Consolidated Statement of Financial Position

(Dollars in millions, except per share data)
December 31,	2007
Assets
Cash and cash equivalents	$	7,042
Short-term investments		2,266
Accounts receivable, net		5,740
Current portion of customer financing, net		328
Deferred income taxes		2,341
Inventories, net of advances and progress billings		9,563
Total current assets		27,280
Customer financing, net		6,777
Property, plant and equipment, net		8,265
Goodwill		3,081
Other acquired intangibles, net		2,093
Deferred income taxes		197
Investments		4,111
Pension plan assets, net		5,924
Other assets, net of accumulated amortization of $385		1,258
Total assets	$	58,986
Liabilities and shareholders’ equity
Accounts payable	$	5,714
Other accrued liabilities (1)		10,888
Advances and billings in excess of related costs		13,847
Income taxes payable		253
Short-term debt and current portion of long-term debt		762
Total current liabilities (1)		31,464
Deferred income taxes		1,190
Accrued retiree health care		7,007
Accrued pension plan liability, net		1,155
Non-current income taxes payable		1,121
Other long-term liabilities		516
Long-term debt		7,455
Shareholders’ equity:
Common shares, par value $5.00—1,200,000,000 shares authorized; 1,012,261,159 shares issued		5,061
Additional paid-in capital		4,757
Treasury shares, at cost—244,217,170 shares		(14,842	)
Retained earnings		21,376
Accumulated other comprehensive loss		(4,596	)
ShareValue Trust shares—31,362,850 shares		(2,752	)
Total Boeing shareholders’ equity		9,004
Noncontrolling interest (1)		74
Total shareholders’ equity (1)		9,078
Total liabilities and shareholders’ equity	$	58,986

(1) These amounts have been adjusted to conform to 2008 and 2009 presentation.

Consolidated Statements of Shareholders’ Equity

	Boeing shareholders
(Dollars in millions, except per share data)	Common Stock		Additional Paid-In Capital			Treasury Stock			ShareValue Trust			Retained Earnings			Accumulated Other Comprehensive Loss			Non- controlling Interest (1)		Total (1)
Balance January 1, 2006 (1)	$	5,061	$	4,371		$	(11,075	)	$	(2,796	)	$	17,276		$	(1,778	)	$	18	$	11,077
Net earnings													2,215						15		2,230
Unrealized gain on derivative instruments, net of tax of $(16)																23					23
Unrealized gain on certain investments, net of tax of $(7)																13					13
Reclassification adjustment for gains realized in net earnings, net of tax of $23																(39	)				(39	)
Minimum pension liability adjustment, net of tax of $(1,116)																1,733					1,733
Currency translation adjustment																73					73
Comprehensive income																					4,033
Postretirement liability adjustment, net of tax of $5,195																(8,242	)				(8,242	)
Share-based compensation				487																	487
ShareValue Trust activity				(20	)					(259	)										(279	)
Tax benefit related to share-based plans				36																	36
Excess tax pools				325																	325
Treasury shares issued for stock options exercised, net				(51	)		345														294
Treasury shares issued for other share-based plans, net				(493	)		270														(223	)
Treasury shares repurchased							(1,698	)													(1,698	)
Treasury shares transfer							(301	)		301
Cash dividends declared ($1.25 per share)													(991	)							(991	)
Dividends related to Performance Share payout													(47	)							(47	)
Increase in noncontrolling interest (1)																			20		20
Balance December 31, 2006 (1)	$	5,061	$	4,655		$	(12,459	)	$	(2,754	)	$	18,453		$	(8,217	)	$	53	$	4,792
Net earnings													4,074						8		4,082
Unrealized gain on derivative instruments, net of tax of $(58)																97					97
Unrealized gain on certain investments, net of tax of $(11)																17					17
Reclassification adjustment for gains realized in net earnings, net of tax of $13																(21	)				(21	)
Currency translation adjustment																87					87
Postretirement liability adjustment, net of tax of $(1,948)																3,441					3,441
Comprehensive income																					7,703
Share-based compensation				287																	287
ShareValue Trust activity				(2	)					2
Tax benefit related to share-based plans				18																	18
Excess tax pools				85																	85
Treasury shares issued for stock options exercised, net				(32	)		241														209
Treasury shares issued for other share-based plans, net				(254	)		151														(103	)
Treasury shares repurchased							(2,775	)													(2,775	)
Cash dividends declared ($1.45 per share)													(1,129	)							(1,129	)
Dividends related to Performance Share payout													(11	)							(11	)
Tax transition amount													(11	)							(11	)
Increase in noncontrolling interest (1)																			13		13
Balance December 31, 2007 (1)	$	5,061	$	4,757		$	(14,842	)	$	(2,752	)	$	21,376		$	(4,596	)	$	74	$	9,078

(1) These amounts have been adjusted to conform to 2008 and 2009 presentation.

Summary of Business Segment Data

(Dollars in millions)
Years ended December 31,	2008			2007			2006
Revenues:
Commercial Airplanes	$	28,263		$	33,386		$	28,465
Integrated Defense Systems:
Boeing Military Aircraft (1)		13,311			13,499			14,014
Network and Space Systems (1)		11,346			11,481			11,772
Global Services and Support (1)		7,390			7,072			6,625
Total Integrated Defense Systems		32,047			32,052			32,411
Boeing Capital Corporation		703			815			1,025
Other		567			308			327
Unallocated items and eliminations		(671	)		(174	)		(698	)
Total revenues	$	60,909		$	66,387		$	61,530
Earnings from operations:
Commercial Airplanes	$	1,186		$	3,584		$	2,733
Integrated Defense Systems:
Boeing Military Aircraft (1)		1,277			1,607			1,189
Network and Space Systems (1)		1,034			863			924
Global Services and Support (1)		921			970			918
Total Integrated Defense Systems		3,232			3,440			3,031
Boeing Capital Corporation		162			234			291
Other		(307	)		(331	)		(813	)
Unallocated items and eliminations		(323	)		(1,097	)		(1,657	)
Settlement with U.S. Department of Justice, net of accruals								(571	)
Earnings from operations		3,950			5,830			3,014
Other income, net		247			484			420
Interest and debt expense		(202	)		(196	)		(240	)
Earnings before income taxes		3,995			6,118			3,194
Income tax expense		(1,341	)		(2,060	)		(988	)
Net earnings from continuing operations		2,654			4,058			2,206
Net gain on disposal of discontinued operations, net of taxes of $10, $9 and $5		18			16			9
Net earnings	$	2,672		$	4,074		$	2,215

(1) These amounts have been adjusted to reflect the January 1, 2009 realignment of certain programs between Integrated Defense Systems segments

Summary of Business Segment Data (continued)

Research and Development Expense

Years ended December 31,	2008			2007		2006
Commercial Airplanes	$	2,838		$	2,962	$	2,390
Integrated Defense Systems:
Boeing Military Aircraft (1)		479			445		391
Network and Space Systems		298			289		289
Global Services and Support (1)		156			114		106
Total Integrated Defense Systems		933			848		786
Other		(3	)		40		81
Total research and development expense	$	3,768		$	3,850	$	3,257
Assets
As of December 31,	2008			2007		2006
Commercial Airplanes	$	18,893		$	12,317	$	10,296
Integrated Defense Systems:
Boeing Military Aircraft (1)		5,746			5,260		4,738
Network and Space Systems (1)		7,177			6,926		7,177
Global Services and Support (1)		3,559			3,084		2,751
Total Integrated Defense Systems		16,482			15,270		14,666
Boeing Capital Corporation		6,073			6,581		7,987
Other		1,207			1,735		6,756
Unallocated items and eliminations		11,124			23,083		12,089
Total assets	$	53,779		$	58,986	$	51,794
Liabilities
As of December 31,	2008			2007		2006
Commercial Airplanes (2)	$	17,141		$	16,132	$	13,101
Integrated Defense Systems:
Boeing Military Aircraft (1)		3,675			3,988		3,823
Network and Space Systems (1)		1,239			1,283		1,539
Global Services and Support (1)(2)		1,352			1,471		1,401
Total Integrated Defense Systems (2)		6,266			6,742		6,763
Boeing Capital Corporation		4,115			4,763		6,082
Other		845			810		1,056
Unallocated items and eliminations		26,554			21,461		20,000
Total liabilities (2)	$	54,921		$	49,908	$	47,002
Contractual Backlog (Unaudited)
Years ended December 31,	2008			2007		2006
Commercial Airplanes	$	278,575		$	255,176	$	174,276
Integrated Defense Systems:
Boeing Military Aircraft (1)		25,710			22,974		24,689
Network and Space Systems (1)		8,868			9,207		7,786
Global Services and Support (1)		10,707			9,607		9,812
Total Integrated Defense Systems		45,285			41,788		42,287
	$	323,860		$	296,964	$	216,563

(1) These amounts have been adjusted to reflect the January 1, 2009 realignment of certain programs between Integrated Defense Systems segments

(2) These amounts have been adjusted to conform to 2009 presentation.