BOEING CO — Director's Dealing 2013

Aug 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2013-08-01

Reporting Person: Denson-Low Wanda K (SVP, Internal Governance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-01	Common Stock	M	20000.0000	$83.9300	Acquired	55018.5500	Direct
2013-08-01	Common Stock	M	4513.0000	$89.6450	Acquired	59531.5500	Direct
2013-08-01	Common Stock	S	24513.0000	$106.9000	Disposed	35018.5500	Direct
2013-08-02	Common Stock	M	4187.0000	$89.6450	Acquired	39205.5500	Direct
2013-08-02	Common Stock	S	4187.0000	$106.9000	Disposed	35018.5500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-01	Stock Option (Right to Buy)	$83.9300	M	20000.0000	Disposed	2018-02-25	Common Stock (20000.0000)	Direct
2013-08-01	Stock Option (Right to Buy)	$89.6450	M	4513.0000	Disposed	2017-02-26	Common Stock (4513.0000)	Direct
2013-08-02	Stock Option (Right to Buy)	$89.6450	M	4187.0000	Disposed	2017-02-26	Common Stock (4187.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2032.4000	Indirect
Common Stock	8377.8600	Indirect

Footnotes

F1: Includes adjustments for dividends accrued.

F2: Represents an option grant for the purchase of 20,000 shares vesting over a period of three years from the date of grant (February 25, 2008), with 34% vesting on February 25, 2009, 33% vesting on February 25, 2010, and 33% vesting on February 25, 2011.

F3: Represents an option grant for 8,700 shares vesting over a period of three years from the date of grant (February 26,2007), with 34% vesting on February 26, 2008, 33% vesting on February 26, 2009, and 33% vesting on February 26, 2010.