X0202 4 2005-06-03 0 0000012927 BOEING CO BA 0001311270 STEPHENS RICHARD DENNIS 100 N. RIVERSIDE PLAZA M/C 5003-1001 CHICAGO IL 60606 0 1 0 0 Sr. VP, Internal Services Common 2005-06-03 4 M 0 3.15 0 A 5018.15 D Common 2005-06-03 4 F 0 1.15 64.66 D 5017.00 D Common 2568.61 I By 401(k) Common 10014.37 I Career Shares 2003 Performance Shares 2005-06-03 4 M 0 3.15 0 D 2008-02-23 Common 3.15 3.15 D 2003 Performance Shares 2005-06-03 4 M 0 3.15 0 D 2008-02-23 Common 3.15 0.00 D Deferred Compensation Units 2005-06-03 4 M 0 3.16 0 A Common 3.16 27594.92 I Deferred Compensation Stock Program Deferred Compensation Units 2005-06-03 4 A 0 3.16 0 A Common 3.16 27598.08 I Deferred Compensation Stock Program Deferred Compensation Units 2005-06-03 4 A 0 0.79 0 A Common 0.79 27598.87 I Deferred Compensation Stock Program Includes adjustments for dividends accrued Performance shares convert on 1 for 1 basis on vesting 2003 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $42.38, 30% at $45.41, 45% at $48.43, 60% at $51.46, 75% at $54.49, 90% at $57.51, 100% at $60.54, 110% at $63.57, 120% at $66.59, and 125% at $68.11. Dividend allocated to Performance Share Account under the Deferred Compensation Plan. Phantom stock units are convertible into common stock on a 1-for-1 basis. Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff. Performance Share company match allocated to reporting person's performance share account under the deferred compensation plan. By: /s/ Mark R. Pacioni as Attorney-in-Fact 2005-06-07