X0202 4 2005-01-03 0 0000012927 BOEING CO BA 0001182055 MCNERNEY W JAMES JR 3M COMPANY 3M CENTER ST. PAUL MN 55144 1 0 0 0 Phantom Stock Units 2005-01-03 4 A 0 920.81 51.585 A Common 920.81 10714.67 D Phantom stock units are convertible into common stock on a 1-for-1 basis. Phantom Stock Units acquired in lieu of Director Compensation Phantom stock units accrued under The Boeing Company's Deferred Compensation Plan for Directors are to be settled in The Boeing Company common stock upon the reporting person's termination of services as a director. By: /s/ Mark R. Pacioni as Attorney-in-Fact 2005-01-04