BOEING CO — Director's Dealing 2013

Aug 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MCNERNEY W JAMES JR (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-08	Common Stock	M	282037.0000	$35.5700	Acquired	745504.3000	Direct
2013-08-08	Common Stock	S	282037.0000	$106.2100	Disposed	463467.3000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-08	Stock Option (Right to Buy)	$35.5700	M	282037.0000	Disposed	2019-02-23	Common Stock (282037.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	452.1400	Indirect
Common Stock	50.0000	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 $105.88 to $106.78 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 for the purchase of 282,037 shares vesting over a period of three years from the date of grant (February 23, 2009), with 34% vesting on February 23, 2010, 33% vesting on February 23, 2011, and 33% vesting on February 23, 2012.