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BOEING CO Director's Dealing 2012

May 3, 2012

14815_dirs_2012-05-02_378d6872-152b-4773-877b-5d926e5487f1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2012-04-30

Reporting Person: Hill Shephard W (SVP, President, Boeing Int'l)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-04-30 Common Stock M 7819.0000 $35.5700 Acquired 64466.2500 Direct
2012-04-30 Common Stock S 7819.0000 $76.3710 Disposed 56647.2500 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-04-30 Stock Option (Right to Buy) $35.5700 M 7819.0000 Disposed 2019-02-23 Common Stock (7819.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4933.3700 Indirect
Common Stock 9114.7700 Indirect

Footnotes

F1: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $76.36 to $76.39 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F2: Represents an option grant for the purchase of 23,692 shares vesting over a period of three years from the date of grant (February 23, 2009), with 34% on February 23, 2010, 33% on February 23, 2011, and 33% on February 23, 2012.