X0303 4 2011-02-07 0000012927 BOEING CO BA 0001182625 MCDONNELL JOHN F 1034 SOUTH BRENTWOOD BLVD. SUITE 1860 ST. LOUIS MO 63117-1229 1 Common Stock 2011-02-07 4 M 0 2400.0000 65.1420 A 1153975.0000 D Common Stock 2011-02-07 4 F 0 2197.0000 71.1600 D 1151778.0000 D Common Stock 171485.0000 I Family Trust 01 Common Stock 21700.0000 I Family Trust 22 Common Stock 230806.0000 I Family Trust 26 Common Stock 220870.0000 I Family Trust 35 Stock Option (Right to Buy) 65.1420 2011-02-07 4 M 0 2400.0000 0.0000 D 2011-04-30 Common Stock 2400.0000 0.0000 D Shares surrendered to issuer as partial payment of stock option exercise price (the balance of the exercise price for the fractional share was paid in cash); not an open market transaction. Options became exercisable with respect to 40% of the original number of shares on the first of the grant date (April 1, 2001) and with respect to 30% of the original number of shares on the third and fifth anniversaries of the grant date; the option would have expired on April 30, 2011. /s/ Michael F. Lohr, Attorney-in-Fact 2011-02-08