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: Downey Thomas J (SVP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-22	Common Stock	F	1753.1100	$76.7550	Disposed	44400.5600	Direct
2013-02-25	Common Stock	A	4684.0000	$0.0000	Acquired	49084.5600	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	22450.0000	Acquired	2023-02-25	Common Stock (22450.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6090.2000	Indirect
Common Stock	3703.4000	Indirect

Footnotes

F1: Shares withheld for payment of taxes on vesting of restricted stock; 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 22,450 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.