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BOEING CO Director's Dealing 2012

Jul 6, 2012

14815_dirs_2012-07-05_0d11be0e-323c-47ea-b1ea-b2ef267a2641.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2012-06-26

Reporting Person: Conner Raymond L. (EVP, Pres. & CEO, BCA)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 31888.8100 Direct
Common Stock 405.6800 Indirect
Common Stock 8412.5000 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $63.8300 2020-02-22 Common Stock (15287.0000) Direct
Stock Option (Right to Buy) $71.4350 2021-02-22 Common Stock (14031.0000) Direct
Stock Option (Right to Buy) $74.4450 2016-02-27 Common Stock (7128.0000) Direct
Stock Option (Right to Buy) $75.3950 2022-02-27 Common Stock (17229.0000) Direct
Stock Option (Right to Buy) $83.9300 2018-02-25 Common Stock (10100.0000) Direct
Stock Option (Right to Buy) $89.6450 2017-02-26 Common Stock (8700.0000) Direct

Footnotes

F1: Includes an aggregate of 31,868.81 restricted stock units of which 3,975.29 will vest on February 22, 2013, 13,943.85 will vest on February 22, 2014 and 13,949.67 will vest on February 27, 2015; restricted stock units are settled in shares of the issuer's common stock on a one-for-one basis.

F2: Represents an option grant for the purchase of 15,287 shares vesting over a period of three years from the date of grant (February 22, 2010), with 34% on February 22, 2011, 33% on February 22, 2012 and 33% on February 22, 2013.

F3: Represents an option grant for the purchase of 14,031 shares vesting over a period of three years from the date of grant (February 22, 2011), with 34% vesting on February 22, 2012, 33% vesting on February 22, 2013, and 33% vesting on February 22, 2014.

F4: The option was fully vested on February 27, 2009.

F5: Represents an option grant for the purchase of 17,229 shares vesting over a period of three years from the date of grant (February 27, 2012), with 34% on February 27, 2013, 33% on February 27, 2014 and 33% on February 27, 2015.

F6: The option was fully vested on February 25, 2011.

F7: The option was fully vested on February 26, 2010.