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

February 8, 2010

Date of Report (Date of earliest event reported)

The Boeing Company

(Exact Name of Registrant as Specified in Charter)

Delaware	1-442	91-0425694
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification Number)

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of The Boeing Company (the “Company”) appointed Mr. Greg Smith, 43, as the Company’s Vice President of Finance and Corporate Controller effective February 9, 2010. In that position, Mr. Smith will also act as the Company’s chief accounting officer.

Prior to this appointment, Mr. Smith served as the Company’s Vice President of Financial Planning and Analysis since June 2008. From August 2004 until June 2008, Mr. Smith served as Vice President of Global Investor Relations at Raytheon Company. Prior to that, Mr. Smith served as the controller of The Boeing Company’s Shared Services Group.

Mr. Smith will receive salary, bonus and equity awards, and will participate in other benefit and compensation plans, at levels consistent with his seniority and scope of responsibility. No additional compensation or equity has been awarded to Mr. Smith in connection with this appointment.

Mr. Smith replaces Mr. Robert J. Pasterick, who served as the Company’s Vice President of Finance and Corporate Controller since February 2009. Effective February 9, 2010, Mr. Pasterick became the Company’s President, Shared Services Group.

A copy of the Company’s press release announcing Mr. Smith’s appointment and Mr. Pasterick’s new position is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated February 9, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

THE BOEING COMPANY
By:	/s/ Michael F. Lohr
	Michael F. Lohr
	Vice President, Corporate Secretary and Assistant General Counsel

Dated: February 9, 2010

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated February 9, 2010

EX-99.1

Exhibit 99.1

	News Release
	Boeing Corporate Offices 100 N. Riverside Chicago, IL 60606-1596 www.boeing.com

Boeing Announces Senior Leadership Changes in Finance, Shared Services

CHICAGO, Feb. 9, 2010 — Boeing [NYSE: BA] today announced a series of strategic leadership moves within its corporate Finance and Shared Services organizations.

Corporate Controller and vice president, Finance, Rob Pasterick, 54, is named president, Shared Services Group, reporting to Corporate President and Chief Financial Officer James Bell. Pasterick, who has held a variety of key Finance roles across the company in his 30 years of service, will lead the 8,000-person Shared Services team that provides internal services and property management across Boeing’s global enterprise. He succeeds Tim Copes, who recently assumed the role of vice president, Quality and Manufacturing at Boeing Commercial Airplanes.

Greg Smith, 43, replaces Pasterick as Corporate Controller and vice president, Finance, reporting to Bell. Smith, formerly vice president of Financial Planning and Analysis has held key leadership roles in defense and commercial units of Boeing in supply chain, factory operations, finance, program management, investor relations and internal audit. As a corporate officer and the company’s principal interface with the board of directors’ audit committee, Smith is charged with ensuring Boeing’s financial disclosures and regulatory compliance remains timely, transparent and efficient.

Diana Sands, 44, adds the responsibility of Financial Planning and Analysis to her current role, becoming vice president, Investor Relations, Financial Planning and Analysis, reporting to Bell. Sands continues to lead investor relations operations and financial community relationships, working with institutional investors and securities analysts to promote understanding of Boeing’s programs, financial performance and outlook. Sands has held positions at Boeing in Corporate Treasury and as vice

president, Financial Planning and Analysis. In her new planning and analysis role, Sands will also direct development of integrated long-range business plans and monthly financial forecasts and ensure Boeing’s leadership has the financial information necessary for sound business decisions.

“These strategic appointments broaden the skills and experiences of our team, strengthen our core finance capabilities, and improve the support we provide to our senior leadership and investors,” said Bell. “The demonstrated performance and experience of these leaders ensure our continued focus on enhancing competitiveness and seamless integration across Boeing,” Bell said.

All of the positions are effective immediately.

Web site: http://www.boeing.com/

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Contact: Communications, Chaz Bickers, 312-544-2002 Investor Relations, Rob Young, 312-544-2140