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BOEING CO Director's Dealing 2013

Feb 27, 2013

14815_dirs_2013-02-26_48ee739a-a2a6-49f6-b15a-380327236258.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: 2013-02-22

Reporting Person: Tracy John J (SVP, EO&T & CTO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-02-22 Common Stock F 10914.3400 $76.7550 Disposed 27714.9900 Direct
2013-02-25 Common Stock A 46490.0000 $0.0000 Acquired 74204.9900 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-02-25 Stock Option (Right to Buy) $75.9650 A 31107.0000 Acquired 2023-02-25 Common Stock (31107.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 453.2400 Indirect
Common Stock 4432.9600 Indirect

Footnotes

F1: Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.

F2: Includes adjustments for dividends accrued.

F3: Represents restricted stock units of which 36,490 will vest on February 25, 2016 and 10,000 will vest on February 25. 2017; units will settle in shares of the Company's common stock on a one-for-one basis.

F4: Represents an option grant for the purchase of 31,107 shares vesting over a period of three years from the date of grant (February 25, 2013), with 34% on February 25, 2014, 33% on February 25, 2015 and 33% on February 25, 2016.