BOEING CO — Director's Dealing 2013

Jul 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2013-07-01

Reporting Person: COOK LINDA Z (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-01	Phantom Stock Units	$0.0000	A	362.4100	Acquired		Common Stock (362.4100)	Direct

Footnotes

F1: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F2: Phantom stock units awarded or acquired in lieu of director cash compensation.

F3: Pursuant to The Deferred Compensation Plan for Directors of The Boeing Company, phantom stock units are distributed as shares of common stock after the reporting person's termination of services as a director.

F4: Includes adjustments for dividends accrued.