BOEING CO — Director's Dealing 2013

Feb 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2013-02-22

Reporting Person: Smith Gregory D (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-22	Common Stock	F	884.4700	$76.7550	Disposed	31138.7900	Direct
2013-02-25	Common Stock	A	8117.0000	$0.0000	Acquired	39255.7900	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	38902.0000	Acquired	2023-02-25	Common Stock (38902.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	421.2600	Indirect
Common Stock	62.0000	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 that will vest and settle in shares of the Company's common stock on a one-for-one basis on February 25, 2016.

F4: Represents an option grant for the purchase of 38,902 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.