BOEING CO — Director's Dealing 2013

Aug 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2013-08-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-13	Common Stock	M	15287.0000	$63.8300	Acquired	95411.8700	Direct
2013-08-13	Common Stock	S	15287.0000	$105.4100	Disposed	80124.8700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-13	Stock Option (Right to Buy)	$63.8300	M	15287.0000	Disposed	2020-02-22	Common Stock (15287.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	410.4600	Indirect
Common Stock	8604.5200	Indirect

Footnotes

F1: Includes adjustments for dividends accrued.

F2: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $105.20 to $105.50 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.

F3: 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.