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 ACTOF 1934

January 23, 2013

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On January 23, 2013, The Boeing Company (“Boeing”) announced that its aircraft financing and leasing unit, Boeing Capital Corporation (“BCC”), plans to suspend BCC's obligation to file reports with the U.S. Securities and Exchange Commission (“SEC”). In connection with this announcement, Boeing has entered into guaranties, each dated as of January 23, 2013, with Deutsche Bank Trust Company Americas on behalf of the holders of BCC's outstanding debt securities issued under (i) an indenture dated as of April 15, 1987 and supplemented as of June 12, 1995 and (ii) an indenture dated as of August 31, 2000 (collectively, the “Guaranties”). The Guaranties provide for the full and unconditional guarantee of all the outstanding publicly issued debt securities of BCC, representing approximately $1.8 billion of principal in the aggregate. The amounts subject to the Guaranties have been previously disclosed as outstanding debt obligations in the consolidated financial reports filed by Boeing with the SEC, and Boeing will continue to report BCC as a segment in its SEC reports.

A copy of the press release 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 of The Boeing Company dated January 23, 2013

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, Assistant General Counsel and Corporate Secretary

Dated: January 23, 2013

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release of The Boeing Company dated January 23, 2013.

EX-99.1

	Exhibit 99.1
	News Release
	Boeing Capital Corporation P.O. Box 3707 MC6Y3-16 Seattle, WA 98124-2207 www.boeing.com

Boeing's Aircraft Financing Unit, Boeing Capital, to Discontinue Separate SEC Reporting in 2013

▪ Boeing will continue reporting on financing unit as part of corporate SEC filings

▪ Change will generate reporting efficiencies; Unit's future funding requirements to be provided by Boeing corporate

▪ Boeing guarantees Boeing Capital's outstanding publicly issued debt

▪ Customers, stakeholders will see no change in Boeing Capital's mission or operations

CHICAGO, Jan. 23, 2013 - Boeing (NYSE: BA) announced today that its aircraft financing and leasing unit, Boeing Capital Corporation (BCC), plans to suspend its separate U.S. Securities and Exchange Commission (SEC) reporting. The move will help streamline Boeing's financial reporting process while not affecting the financing and leasing unit's mission, operations or customer interactions. Boeing Capital's financial information will continue to be included in Boeing's SEC disclosures.

Boeing issued today a full and unconditional guarantee of all of the outstanding publicly-issued debt securities of Boeing Capital. The aircraft financing unit will suspend its separate SEC reporting after filing its Form 10-K for 2012 in the coming weeks. In connection with the plan to suspend reporting obligations, BCC will file with the SEC today to terminate its current debt registration statement.

“This action will generate efficiencies in Boeing's financial reporting process while allowing Boeing Capital to continue to fulfill its mission of supporting the company's Commercial Airplanes and Defense, Space & Security customers and managing its financial risks, ” said Mike Cave, Boeing Capital's president. “Our customers and stakeholders will see no change in Boeing Capital's mission or how it operates. In addition, Boeing Capital intends to continue to maintain a target debt-to-equity ratio of 5.0 to 1.”

Cave said any future funding requirements for Boeing Capital are expected to be raised at the corporate level and then provided to Boeing Capital through intercompany loans.

Boeing Capital's roots date back more than four decades in service to the aircraft financing needs of Boeing's customers around the globe.

“Boeing Capital will continue to be reported as a segment in Boeing's SEC reports, and we will continue to provide transparency into BCC's financial results, financial position and leverage,” said Diana Sands, Boeing's corporate vice president and controller.

BCC currently has approximately 150 employees and is based in Renton, Wash., near Seattle.

Contact:

John Kvasnosky

Communications, Boeing Capital Corp.

Office: 425-965-4057

Mobile: 206-898-9528

john.kvasnosky@boeing.com

Caution Concerning Forward-Looking Statements

Statements in this press release relating to the intention to maintain a target debt-to-equity ratio for BCC are forward-looking statements.  There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements.  These include, among others, prefunding of debt maturities, Boeing Capital's results for any particular quarter, and changes in Boeing's or Boeing Capital's target for Boeing Capital's leverage and other factors identified in the Boeing's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made, and the company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

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