Boeing Co. (The) (NYS: BA) General Company InformationPrincipal Office Website 100 N. Riverside Plaza Chicago, IL 60606-1596 www.boeing.com USA Phone 312 544-2000 Auditor Deloitte & Touche LLP Primary NAICS 336411 : Aircraft Manufacturing Closing Stock Price 86.43 (as of 03/15/2013)

Number of Employees Incorporated 174,400 (Approximate Full-Time as of 1916 12/31/2012) , WA, United States Country United States Exchange and Ticker NYS : BA Primary SIC 3721 : Aircraft Mergent Dividend Achiever No Number of Shareholders 167,801 (record) (as of 02/01/2013) Annual Meeting In April

Business SummaryBoeing, together with its subsidiaries, is an aerospace firm engaged in the design, development, manufacture, sale, service and support of commercial jetliners, military aircraft, satellites, missile defense, human space flight and launch systems and services. Co. provides assistance and services to facilitate aircraft operation to the operators of its commercial airplane models. These activities and services include flight and maintenance training, field service support, engineering services, and technical data and documents. While its main operations are in the U.S., Co. conducts operations in many countries and has a network of international partners, key suppliers and subcontractors.

Company Details Pricing SummaryTime Period: 1 week

Close Volume 52 Week High/Low : % Price Change (100 Days) : 200-Day Moving Avg. :

Yesterday 5 Days 30 Days 86.43 84.75 75.03 N/A 7,751,963.00 N/A N/A - N/A 15.8 N/A

Company News5:09PM, 18 March 2013 - Point Solutions for Particular MRO IT Challenges - Aviation Week 4:07PM, 18 March 2013 - Airbus Snares Asia Deal - The Wall Street Journal 4:00PM, 18 March 2013 - Airbus wins record $23.1 billion Indonesian order - The Sydney Morning Herald 3:36PM, 18 March 2013 - Analyst predicts Lululemon earnings will be surprisingly good - The Globe and Mail 3:34PM, 18 March 2013 - Can Boeing Continue This Bull Run? - Wall St. Cheat Sheet

3:15PM, 18 March 2013 - Defense Industry Review YTD; Briefings with Ultra Electronics, 3eTI and Gilat Satellite Networks - Microwave Journal 2:54PM, 18 March 2013 - LOT and Boeing come to agreement over grounded Dreamliners - Warsaw Business Journal 2:51PM, 18 March 2013 - Verizon Shines on a Dour Trading Day - DailyFinance 2:28PM, 18 March 2013 - S&P 500 Analyst Estimate Revisions for March 18 - Bloomberg Businessweek 2:09PM, 18 March 2013 - What Packs More Power than the Titanic and a Space Rocket Combined? Boeing Picks Massive GE Jet Engines for Next-Gen 777 Plane - GE Reports

Corporate EventsEarnings Announcement Data - April 24 2013 : On Apr. 24 2013, Co. announced its 1st quarter earnings before market (inferred). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (inferred). Earnings Announcement Data January 23 2013 : On Jan. 23 2013, Co. announced its 4th quarter earnings before market (tentative). Earnings Announcement Data January 30 2013 : On Jan. 30 2013, Co. announced its 4th quarter earnings before market (verified). Conference Call Announcements January 30 2013 : On Jan. 30 2013, Co. scheduled a conference call at 10:30 am. Earnings Announcement Data October 24 2012

: On Oct. 24 2012, Co. announced its 3rd quarter earnings before market (verified). Conference Call Announcements October 24 2012 : On Oct. 24 2012, Co. scheduled a conference call at 10:30 am.

Key ExecutivesW. McNerney Age Chairman,President,Chief Executive Officer 63 J. Luttig Age Executive Vice President,General Counsel 57 Dennis Muilenburg Age Executive Vice President,Division Officer 48 Gregory Smith Age Executive Vice President,Chief Financial 45 Officer Raymond Conner Age Executive Vice President,Division Officer 57 Salary 1,930,000 Salary 776,240 Salary 780,000

Key Financials(In USD as of 12/31/2012) Income Statement Revenue Net Income EPS from Continuing Operations EPS - Net Income - Diluted Revenue per Share Balance Sheet Total Assets Total Liabilities Shareholders' Equity Total Assets per Share Net Assets per Share Cash Flows Cash from Operations Cash from Investing Cash from Financing Capital Expenditures Cash Flow per Share

81,698m 3,900m 5.11 5.11 107.78 88,896m 83,029m 5,867m 117.64 7.76 7,508m -3,757m -3,477m 1,703m 9.83

Financial Highlights

Financial Highlights as of 12/31/2012 in USD Income Statement (In Thousan ds) 81,698,000 7,621,000 6,039,000 3,900,000 107.49 5.11 5.11 755,631 758,000 763,800 5.15 (In Thousan ds) 88,896,000 57,309,000 83,029,000 8,973,000 5,867,000 117.64 44,982,000 7.76 (In Thousan ds) 7,508,000 (3,757,000) (3,477,000) 1,703,000 9.83 10,049,000 10,341,000 65,355 16.9139 1.805 5.15 1.05 86.43 73.65 6,686,502.78

Total Revenue EBITDA Operating Income Net Income Revenue per Share EPS from Continuing Operations EPS - Net Income - Diluted Share Outstanding Weighted Average Shares Outstanding - Diluted Weighted Average Shares Outstanding - Basic Earnings per Share - Basic Balance Sheet

Total Assets Current Assets Total Liabilities Long Term Debt Stockholders' Equity Total Assets per Share Current Liabilities Net Assets per Share Cash Flow Statement

Cash from Operations Cash from Investing Cash from Financing Capital Expenditures Cash Flow per Share Cash & Cash Equivalents, Beginning of Year Cash & Cash Equivalents, End of Year Market Cap(mil) PE Ratio Dividend Per Share(TTM) Earning Per Share(TTM) Beta High Price Last 3 Mos. Low Price Last 3 Mos. Avg Daily Volume Last 3 Mos.

Management Effectiveness Revenue per Employee Net Income per Employee ROA % (Net)

467,172 22,301.00 4.61

ROE % (Net) 82.91 ROI % (Operating) 37.45 Profitability Ratios Gross Margin 15.98 Operating Margin 7.39 EBITDA Margin % 9.33 Calculated Tax Rate % 33.96 Profit Margin (TTM) 4.77 Valuation Ratios Price/Earnings (TTM) 14.67 Price/Book (TTM) 9.71 Price/Cash Flow(TTM) 7.63 Asset Management Total Asset Turnover 0.96 Receivables Turnover 13.31 Inventory Turnover 1.96 Property Plant & Equip Turnover 8.59 Cash & Equivalents Turnover 7.99 Debt Management Interest Coverage 13.04 Long Term Debt/Equity 1.53 Long Term Debt as % of Invested Capital 55.13 Total Debt/Equity 1.77 Accounts Payable Turnover 9.15 Accrued Expenses Turnover 5.01 Liquidity Indicators Quick Ratio 0.43 Current Ratio 1.27 Net Current Assets as % of Total Assets 13.87 Free Cash Flow per Share 7.77 Revenue to Assets 0.92 Consensus Estimates 2013Ae 2013Q1e 2013Q2e Earnings Per Share 6.35 1.54 1.57 Revenue 84,237.00 19,203.75 20,719.00 EBITDA 8,054.50 1,860.50 2,023.46

Property Co. maintains its principal executive offices in Chicago, IL. Co. occupied approx. 83,000,000 sq. ft. of floor space on Dec. 31, 2012, of which approx. 96% was located in the U.S.

The table below sets forth information regarding Co.'s summary of the floor space by business (in thousand sq. ft.) as of Dec. 31, 2012:

Business Commercial Airplanes Boeing Defense, Space and Security [1]Other Total [1]Includes Boeing Capital Corporation; Engineering, Operations and Technology; Shared Services Group and Co.'s Corporate Headquarters; and excludes 318 sq. ft. government owned and rent-free space furnished by U.S. government landlord of 546 sq. ft.

Owned 36,165 30,101 2,155 68,421

Leased 5,404 7,801 748 13,953

At Dec. 31, 2012, Co.'s segments occupied in excess of 74,000,000 sq. ft. of floor space at the following locations: Commercial Airplanes - Greater Seattle, WA; North Charleston, SC; Greater Los Angeles, CA; Portland, OR; Australia; and Canada.

Defense, Space and Security Greater Los Angeles, CA; Greater Seattle, WA; Greater St. Louis, MO; Philadelphia, PA; San Antonio, TX; Huntsville, AL; Mesa, AZ; Wichita, KS; Houston, TX; Oklahoma City, OK; and Greater Washington, DC.

Other - Chicago, IL and Greater Seattle, WA.

Co. has rights to use the majority of runways and taxiways that are located on airport properties under leases with municipal, county or other government authorities. In addition, the U.S. government furnishes Co. certain office space, installations and equipment at U.S. government bases for use in connection with various contract activities.

Principal Executive Offices 100 N. Riverside Plaza Chicago, IL 60606-1596 United States

Mailing Address P.O. Box 3707 Seattle, WA 98124 United States

SubsidiariesSUBSIDIARY NAME PERCEN COUNTRY T OWNED

Subsidiaries Subsidiaries Argon ST, Inc. 100% Astro Limited 100% Aviall Services, Inc. 100% Aviall UK, Inc. 100% Aviall, Inc. 100% BCC Cove Corporation 100% BCC Equipment Leasing Corporation 100% Boeing Aerospace Operations, Inc. 100% Boeing Aerostructures Australia Pty Ltd. 100% Boeing Airborne Surveillance Enterprises, 100% Inc. Boeing Aircraft Holding Company 100% Boeing Australia Holdings Proprietary Limited 100% Boeing Canada Operations Ltd. 100% Boeing Capital Corporation 100% Boeing Capital Loan Corporation 100% Boeing CAS Holding GmbH 100% Boeing Commercial Space Company 100% Boeing Defence Australia Ltd 100% Boeing Defence UK Limited 100% Boeing Intellectual Property Licensing Company 100% Boeing International B.V. & Co. Holding KGaA 100% Boeing International Logistics Spares, Inc. 100% Boeing Logistics Spares, Inc. 100% Boeing North American Space Alliance Company 100% Boeing Operations International, Incorporated 100%

United States Bermuda United States United States United States United States United States United States Australia United States United States Australia Canada United States United States Germany United States Australia United Kingdom United States Germany United States United States United States United States

Insitu, Inc. Jeppesen GmbH Jeppesen Sanderson, Inc. Narus, Inc.

100% 100% 100% 100%

United States Germany United States United States

Long Term Debt Dec. 31, 2012, $10,409,000,000 (excluding current portion) comprised of: Boeing Capital Corporation ("BCC"):

-- 01 -- $2,465,000,000 unsecured debt securities, bearing interest at rates ranging from 1.54% to 7.58%, due through 2023. -- 02 -- $13,000,000 non-recourse debt and notes, bearing interest at rates ranging from 4.12% to 4.84%, due through 2013. -- 03 -- $33,000,000 capital lease obligations, bearing interest at a rate of 0.91%, due through 2015. Other Boeing debt: -- 04 -- $2,686,000,000 unsecured debt securities, bearing interest at rates ranging from 3.5% to 5%, due through 2020. -- 05 -- $2,991,000,000 unsecured debt securities, bearing interest at rates ranging from 5.13% to 6.88%, due through 2043. -- 06 -- $1,642,000,000 unsecured debt securities, bearing interest at rates ranging from 7.25% to 8.75%, due through 2043. -- 07 -- $231,000,000 non-recourse debt and notes - enhanced equipment trust. -- 08 -- $146,000,000 capital lease obligations, due through 2017.

-- 09 -- $202,000,000 other notes. Line of Credit: Co. has $4,600,000,000 at Dec. 31, 2012 available under credit line agreements, of which $2,300,000,000 is a 364-day revolving credit facility expiring in Nov. 2013 and $2,300,000,000 is a five-year credit facility expiring in Nov. 2017. The 364-day credit facility has a oneyear term out option which allows Co. to extend the maturity of any borrowings one year beyond the aforementioned expiration date. Co. continues to be in full compliance with all covenants contained in its debt or credit facility agreements. For details see below.

Capital Structure Abbreviation Cap.

Description Structure Type Exchange Ticker Cap. Common NYS BA

Market Cap 65,355,427,380

Business Segments Business Analysis Report Date Currency Scale Commercial Airplanes Boeing Military Aircraft Network & Space Systems Global Services & Support Boeing Capital Corporation Other Total Revenues Operating Income 12/31/201212/31/201112/31/201012/31/200912/31/200812/31/2012 USD USD USD USD USD USD Millions Millions Millions Millions Millions Millions 49,127 36,171 31,834 34,051 28,263 4,711 16,384 14,947 14,238 14,057 13,492 1,581 7,584 8,673 9,455 10,877 11,338 478 8,639 8,356 8,250 8,727 7,217 1,009 441 532 639 660 703 82 133 138 138 165 567 (159) 82,308 68,817 64,554 68,537 61,580 7,702

Geographic Analysis

Revenues Report Date 12/31/2012 Currency USD Scale Millions Asia, other than China 10,390 China 6,086 Europe 10,269 Middle East 10,285 Oceania 2,043 Africa 1,282 Canada 586 Latin America, Caribbean & Other Regions 3,555 United States 37,202 Total 81,698

Report Date 12/31/2011 Currency USD Scale Millions Asia, other than China 7,438 China 4,779 Europe 9,850 Middle East 5,477 Oceania 3,067 Africa 1,759 Canada 618 Latin America, Caribbean & Other Regions 1,356 United States 34,391 Total 68,735

Report Date 12/31/2010 Currency USD Scale Millions Asia, other than China 7,288 China 3,109 Europe 7,872 Middle East 3,685 Oceania 1,707 Africa 956 Canada 612 Latin America, Caribbean & Other Regions 930 United States 38,147 Total 64,306

Report Date 12/31/2009 Currency USD Scale Millions Asia, other than China 7,536 China 4,888 Europe 7,516 Middle East 5,338 Oceania 1,447 Africa 602 Canada 493 Latin America, Caribbean & Other Regions 963 United States 39,498

Total

68,281

Report Date 12/31/2008 Currency USD Scale Millions Asia, other than China 7,913 China 2,404 Europe 5,992 Middle East 2,568 Oceania 989 Africa 406 Canada 1,849 Latin America, Caribbean & Other Regions 1,656 United States 37,132 Total 60,909

Pricing InformationClosing Price As of 03/15/2013 : 86.43

Dividend Yield 2.0884

Earning Per Share(TTM) 5.15

Dividend Per Share(TTM) 1.805

Market Cap(mil) 65,355

52 Week Range N/A - N/A

PE Ratio 16.9139

% Price Change (100 Days) 15.80

Company FinancialsIncome Statement Exchange rate used is that of the Year End reported date

Prelims Annual Income Statement Report Date Currency Audit Status 12/31/201 1 USD Not Qualified Yes 12/31/201 0 USD Not Qualified Yes 12/31/200 9 USD Not Qualified Yes

Consolidated

Scale Millions Selling, general & administrative expense 3,408 Sales of products Sales & other operating revenues Total revenues 68,735 Cost of products 55,739 Earnings (loss) from operations 5,844 Earnings (loss) before income taxes 5,393 Income tax expense (benefit) Net earnings from continuing operations 4,011 Net earnings (loss) before accounting change Cumulative effect of accounting change, net of taxes Net earnings (loss) 4,018 Weighted average shares outstanding - basic 746.84 Weighted average shares outstanding - diluted 753.1 Year end shares outstanding Earnings (loss) per share - continuing operations 5.38 - basic Net earnings (loss) per share - basic 5.38 Earnings (loss) per share - continuing operations 5.33 - diluted Net earnings (loss) per share - diluted 5.34 Cash dividends per share 1.68 Litigation Expense Earnings per share-total discontinued opers 0.01 Dividends per share Realized cap gains (loss) Discontinued operations 7 Earning per share-total discont opers-diluted 0.01

Millions 3,644 64,306 51,843 4,971 4,507 3,311 3,307 736.526 744.3 4.5 4.49 4.46 4.45 1.68 (0.01) (4) (0.01)

Millions 3,364 68,281 56,365 2,096 1,731 1,335 1,312 705.376 713.4 1.89 1.86 1.87 1.84 1.68 (0.03) (23) (0.03)

Balance Sheet Exchange rate used is that of the Year End reported date

Prelims Annual Balance Sheet Report Date Currency Audit Status Consolidated Scale Total assets Total shareholders' equity

12/31/200 8 USD Unaudite d Yes Millions 53,801 (1,264)

12/31/200 7 USD Unaudite d Yes Millions 58,772 9,004

12/31/200 6 USD Unaudite d Yes Millions 51,794 4,739

Cash Flows

Exchange rate used is that of the Year End reported date

There is no Prelims Annual financial information available for this company at present.

Ratios Exchange rate used is that of the Year End reported date

Profitability Ratios ROA % (Net) ROE % (Net) ROI % (Operating) EBITDA Margin % Calculated Tax Rate % Revenue per Employee Liquidity Ratios Quick Ratio Current Ratio Net Current Assets % TA Debt Management LT Debt to Equity Total Debt to Equity Interest Coverage Asset Management Total Asset Turnover Receivables Turnover Inventory Turnover Accounts Payable Turnover Accrued Expenses Turnover Property Plant & Equip Turnover Cash & Equivalents Turnover Per Share Cash Flow per Share Book Value per Share

12/31/201 2 4.61 82.91 37.45 9.33 33.96 467,172 12/31/201 2 0.43 1.27 13.87 12/31/201 2 1.53 1.77 13.04 12/31/201 2 0.96 13.31 1.96 9.15 5.01 8.59 7.99 12/31/201 2 9.88 7.76

12/31/201 1 5.41 127.94 35.67 10.49 25.63 400,320 12/31/201 1 0.42 1.21 10.67 12/31/201 1 2.85 3.52 11.13 12/31/201 1 0.93 11.48 1.98 8.53 4.67 7.54 8.92 12/31/201 1 5.39 4.72

12/31/201 0 5.06 135.15 31.07 9.85 26.54 400,660 12/31/201 0 0.46 1.15 7.55 12/31/201 0 4.15 4.49 9.1 12/31/201 0 0.98 10.84 2.51 8.68 4.72 7.26 8.82 12/31/201 0 4 3.76

ExecutivesOfficers W. James McNerney W. James McNerney, Jr., has served as Chairman, President and Chief Executive Officer of The Boeing Company since July 2005, and as Director since 2001. Boeing is a Chicago based aerospace company, manufacturer of commercial airplanes, military aircraft, and defense, space and security systems; it supports airlines and U.S. and allied government customers in more than 90 nations. Mr. McNerney is in charge of overseeing Boeing's strategic direction. Mr. McNerney is also a Director of Procter & Gamble and International Business Machines Corporation ("IBM") since October 2009; a member of The Field Museum Board of Trustees in Chicago; a Trustee of Northwestern University; and a member of the Northwestern Memorial HealthCare Board. He also serves on the executive committee of The Business Roundtable. By appointment of U.S. President Barack Obama, Mr. McNerney chairs the President's Export Council, which operates as an advisory committee on international trade. He is a member of various business and educational organizations. Mr. McNerney is a Fellow of the American Academy of Arts and Sciences and an honorary fellow of the Royal Aeronautical Society. Mr. McNerney was

named Executive of the Year by the National Management Association in 2008. He is the former Chair of The Business Council, the US-China Business Council and the American Society of Corporate Executives. Before Boeing, since July 1, 2005, Mr. McNerney held the position as Chairman of the Board and Chief Executive Officer of 3M Company, a global technology company with positions in electronics, telecommunications, industrial, consumer and office products, health care, safety and other businesses. Mr. McNerney joined 3M in 2000 after 19 years at the General Electric Company, which he joined in 1982. There, he held top executive positions including President and Chief Executive Officer of GE Aircraft Engines and GE Lighting; President of GE AsiaPacific; President and Chief Executive Officer of GE Electrical Distribution and Control; Executive Vice President of GE Capital, a financial services company; and President of GE Information Services. Prior to joining GE, Mr. McNerney worked at Procter & Gamble and McKinsey & Co., Inc. Mr. McNerney earned a B.A. degree from Yale University in 1971 and an M.B.A. from Harvard University in 1975. Mr. McNerney was

awarded an Honorary Doctor of Science degree in 2009 from Cranfield University, for his contribution to the international aerospace industry. Title Tenure Total Compensation : : : Chairman 12 Age : $22,958,313 %Change :

64 0.16

Education J. Michael Luttig J. Michael "Mike" Luttig, has been Executive Vice President and General Counsel of The Boeing Capital Corp. since April 2009. Mr. Luttig has served as a Director of Franklin Templeton Limited Duration Income Trust since December 1, 2009, and as a Director of Templeton Russia and East European Fund, Inc. since December 1, 2009. Prior thereto, Mr. Luttig was Boeing's Senior Vice President and General Counsel from May 2006 to April 2009. Prior thereto, Mr. Luttig served on the United States Court of Appeals for the Fourth Circuit from October 1991 to May 2006. Prior thereto, Mr. Luttig was Assistant Attorney General of the United States from October 1990 to October 1991 and Counselor to the Attorney General at the Department of Justice from August 1990 to October 1991. Prior thereto, Mr. Luttig was Principal Deputy Assistant Attorney General at the Department of Justice from March 1989 to October 1990. Prior thereto, Mr. Luttig was associated with Davis Polk and Wardwell from September 1985 to March 1989. Prior thereto, Mr. Luttig was special assistant to the Chief Justice of the United States from September 1984 to September 1985. Prior thereto, Mr. Luttig was Law Clerk to the Honorable Warren E. Burger, Chief Justice of the United States from July 1983 until August 1984 and Law Clerk to then-Judge Antonin Scalia of the United States Court of Appeals from

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August 1982 to July 1983. Prior thereto, Mr. Luttig was Special Assistant to The White House Counsel and then as Assistant Counsel from March 1981 to August 1982. Prior thereto, Mr. Luttig worked at the Supreme Court of the United States in the Office of Administrative Assistant to the Chief Justice from September 1976 to September 1978.

Mr. Luttig earned his Bachelor of Arts degree from Washington and Lee University in 1976, and a Juris Doctorate from the University of Virginia in 1981. Title Tenure Total Compensation Education Dennis A. Muilenburg Dennis A. Muilenburg, has served as a Director of Caterpillar Inc. since June 8, 2011. Mr. Muilenburg serves as Executive Vice President of The Boeing Company (aerospace/defense products and services), and as President and Chief Executive Officer (since September 2009) of Boeing's Integrated Defense Systems (BDS), a provider of integrated solutions for defense, space and intelligence customers in the United States and around the world. BDS is headquartered in St. Louis, MO. Priorto, Mr. Muilenburg, was President of Global Services & Support, providing global afterdelivery support for military platforms and systems, and a broad array of defense and government services, from February 2008 to August 2009. Previously, Mr. Muilenburg was Vice President and General Manager : : : : Executive Vice President 7 Age : $5,466,002%Change : -

58 0.42

of the Boeing Combat Systems Division and Program Manager for Future Combat Systems (FCS), from May 2006 to February 2008. His responsibilities included management of the Boeing-led industry team for FCS - a major U.S. Army modernization initiative to deliver nextgeneration ground combat systems and link soldiers to a wide range of weapons, sensors, robots, and information systems via mobile networks, improving joint interoperability, shared situational awareness, and more effective mission operations. Prior thereto, Mr. Muilenburg was Vice President of Programs & Engineering, Boeing Air Traffic Management, from 2003 to May 2006. He was responsible for the overall development of Boeing's program to modernize the air traffic management (ATM) system and support complementary global communication, navigation and surveillance services. Prior to that, he was Director of Weapon Systems, for the Boeing Joint Strike Fighter program, where he was responsible for overall design, analysis and integration of the Boeing JSF multi-service weapon system. He is co-holder of the patent on the Boeing JSF design concept. Mr. Muilenburg joined Boeing in June 1985 and has held a progression of program management and engineering positions on a broad range of large-scale programs including JAST/ASTOVL, F-22, AFX, Multi-role Fighter, EX surveillance platform, 747 Airborne

Laser, Advanced Tactical Fighter, National Aerospace Plane, High Speed Civil Transport, Condor reconnaissance aircraft, and a number of proprietary programs. Mr. Muilenburg joined Boeing in June 1985. He is actively involved in the Association of the United States Army (AUSA) and is currently Vice President of Community Relations for its AUSA Gateway Chapter. He also is an Associate Fellow of the American Institute of Aeronautics and Astronautics (AIAA) and a Fellow of the Royal Aeronautical Society. Mr. Muilenburg is a member of the St. Louis Science Center Board of Trustees and the St. Louis Sports Commission Board of Directors. He is also the Boeing Executive Focal for Iowa State University. Mr. Muilenburg earned a Bachelor's degree in Aerospace Engineering from Iowa State University and a Master's degree in Aeronautics and Astronautics from the University of Washington. Title Tenure Total Compensation Education Gregory D. Smith Gregory D. Smith, is Chairman of the Board of Director of Boeing Capital Corporation. Mr. Smith has served as Vice President of Finance and Corporate Controller of The Boeing Company (Boeing), since February 9, 2010, acting in that position as the Chief Accounting Officer. Mr. Smith was elected The Boeing Company (Boeing) Executive Vice President and Chief Financial Officer effective February 1, : : : : Executive Vice President 28 Age : $60,000 %Change : -

49 -0.99

2012. Prior to this appointment, Mr. Smith served as Boeing's Vice President of Financial Planning and Analysis since June 2008. From August 2004 until June 2008, Mr. Smith served as Vice President of Global Investor Relations at Raytheon Company. Prior to that, Mr. Smith served as the Controller of The Boeing Company's Shared Services Group. Mr. Smith holds an undergraduate degree in Business Administration. He also holds certificates in design of manufacturing systems from the Massachusetts Institute of Technology and Operations Management from Harvard Business School. Title Tenure Total Compensation Education Raymond L. Conner Raymond L. Conner, was appointed as the Executive Vice President of The Boeing Company and President and Chief Executive Officer of Boeing Commercial Airplanes, effective June 26, 2012. Mr. Conner replaces James F. Albaugh in that position. Mr. Conner served as The Boeing Company?s Senior Vice President of Sales and Customer Support, Boeing Commercial Airplanes since August 2011. Prior to that, Mr. Conner served as The Boeing Company?s Vice President and General Manager, Supply Chain Management and Operations, Boeing Commercial Airplanes from December 2008 until August 2011. From : : : : Executive Vice President 5 Age : $%Change : -

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December 2007 until December 2008, Mr. Conner served as Vice President of Sales, Boeing Commercial Airplanes. Prior to that, between February 2003 and December 2007, Mr. Conner was Vice President of Sales (Americas), Boeing Commercial Airplanes. Title Tenure Total Compensation Education Wanda K. Denson-Low Wanda K. Denson-Low, has served as Senior Vice President, Office of Internal Governance of The Boeing Company since May 2007. Prior thereto, she was Vice President and Assistant General Counsel of BDS from August 2003 to May 2007. Prior thereto, she served as Vice President of Human Resources for BDS from March 2002 to August 2003, and prior thereto, was Chief Counsel, S&C Legal from August 2001 to March 2002 and Vice President, General Counsel of Hughes Space and Communications from January 1998 to August 2001. She was Vice President, Assistant General Counsel of Hughes Electronics from 1992 to January 1998. Ms. Denson-Low joined The Boeing Company in 1984. Ms. Denson-Low earned her Juris Doctor degree from Brooklyn Law School and a Bachelor of Science degree in Chemistry from Rensselaer Polytechnic Institute, Troy, New York. Title Tenure Total Compensation Education : : : : Senior Vice President 29 Age : $%Change : : : : : Executive Vice President 1 Age : $%Change : -

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Thomas J. Downey Thomas J. Downey, has served as Senior Vice President, Communications of The Boeing Company since January 1, 2007. Prior thereto, he was Vice President, Corporate Communications from April 2006 to December 2006. Prior thereto, he served as Vice President, Boeing Commercial Airplanes Communications (BCA) from May 2002 to April 2006. Prior thereto, he was Corporate Vice President, Internal and Executive Communications from 1999 to April 2002. Prior thereto, he was General Manager of Communications and Community Relations for the Military Aircraft and Missile Systems unit and Director of Communications at Douglas Aircraft Company. Mr. Downey joined The Boeing Company in 1986. In April 1996, Mr. Downey was named Director of Communications for Douglas Aircraft Company in Long Beach, Calif. He returned to St. Louis in March 1997 to lead communications for the military unit. He served as a public affairs officer in the U.S. Navy Reserve and is a past president of the Boeing Employees Community Fund. Mr. Downey is a graduate of Saint Louis University and holds a bachelor's degree in English, and a creative and professional writing certificate. Title Tenure Total Compensation Education Shepard W. Hill : : : : Senior Vice President 27 Age : $%Change : -

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Shepard W. Hill, has served as Senior Vice President, Business Development and Strategy of The Boeing Company since October 2009 and President, Boeing International since November 2007. Prior thereto, he was Senior Vice President, Business Development and Strategy and Vice President, Business Development at IDS, from March 2006 to November 2007. Prior thereto, he was Vice President, Boeing Space and Communications Government Relations and Vice President, Space Systems, Integrated Space and Defense Systems business unit at BDS from September 2002 to March 2006. Mr. Hill joined The Boeing Company when it acquired Rockwell's Aerospace and Defense business in 1996. At that time, Mr. Hill was Rockwell's Vice President, Aerospace Government Affairs and Marketing. Mr. Hill is a member in the Council on Foreign Relations. Prior to joining Rockwell in 1987, Mr. Hill served as Chief of Staff and Legislative Director to Rep. Bill Chappell of Florida, from 1980 to 1987.

In 1989, he completed the John F. Kennedy School of Government Harvard University - Program for Senior Executives in National and International Security, is a graduate of the Naval War College in Newport Rhode Island and received a bachelor's degree in History from Stetson University. Title Tenure Total Compensation : : : Senior Vice President 17 Age : $2,279,738%Change :

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Education Timothy John Keating Timothy John Keating, Senior Vice President, Government Operations since joining The Boeing Company (Boeing) in June 2008. Mr. Keating is a member of the CSIS Advisory Board, Board of Governors for the Bryce Harlow Foundation, Corporate Advisory Board of SOME, Board of Directors for the National Association of Manufacturers, the Trust for the National Mall, and the Wolf Trap Foundation for the Performing Arts. Mr. Keating served as Senior Vice President, Global Government Relations at Honeywell International Inc. from October 2002 to May 2008. Prior thereto, Mr. Keating was Chairman of the Board and Managing Partner of Timmons and Company (a Washington, D.C. lobbying firm). Mr. Keating served the Clinton Administration as special assistant to the President and staff director for White House Legislative Affairs. At the request of the White House, he served as Director for Government Affairs and co-director of Credentials for the 1996 Democratic National Convention in Chicago. Following the convention, he assisted in the preparation and logistics for the presidential and vice-presidential debates. Mr. Keating again served as Director for Government Affairs and co-director of Credentials for the presidential Inaugural Committee in 1997. In both 2000 and 2004, he served as Director of Government Affairs and co-director of Credentials for the Democratic National

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Convention in Los Angeles and Boston, respectively. Mr. Keating began his association with the Clinton administration in 1992 by serving on the transition team preparing for confirmation of the President's Cabinet. Before joining the Clinton Administration, Mr. Keating held several positions with the United States House of Representatives. He served as assistant floor manager for the Democratic leadership from 19861992 and, prior to that, as special assistant to the doorkeeper. Mr. Keating is a graduate of the University of Scranton, with a B.S. in political science. Title Tenure Total Compensation Education Richard D. Stephens Richard D. Stephens, has served as Senior Vice President, Human Resources and Administration of The Boeing Company since September 2005. Prior thereto, he was Boeing's Senior Vice President of Internal Services from December 2004 to September 2005; and, prior thereto, he was President of Shared Services Group. Prior thereto, he was Vice President and General Manager, Integrated Defense Systems Homeland Security and Services from July 2002 to December 2003. Mr. Stephens has previously led a number of Boeing businesses, including Space and Communications Services, Reusable Space : : : : Senior Vice President 5 Age : $%Change : -

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Systems, Naval Systems and Tactical Systems. Mr. Stephens joined Boeing in 1980. A former U.S. Marine Corps officer, Mr. Stephens currently serves on the National Governors Association Center for Best Practices Science, Technology, Engineering and Math (STEM) Advisory Committee designed to assist governors in developing comprehensive STEM agendas. He also is a Fellow of the American Institute of Aeronautics and Astronautics where he is chair of the Career and Workforce Development Steering Committee, a member of the Business-Higher Education Forum, founding member of the Business and Industry STEM Education Coalition (BISEC), member of the Illinois P-20 Council, chair of the Global Midwest Alliance and chair of the Illinois Business Roundtable. Mr. Stephens also is part of the Chairman's CEO Leadership Caucus for the Orange County (Calif.) Business Council. He has served on the Department of Homeland Security Advisory Council, the Secretary of Education's Commission on the Future of Higher Education, the President's Board of Advisors on Tribal Colleges and Universities and on the National Science Resource Center Advisory Board. Mr. Stephens is an enrolled member

of the Pala Band of Mission Indians and served as tribal chairman from 1988 to 1989. Mr. Stephens received his Bachelor of Science degree in mathematics in 1974 from the University of Southern

California, where he is the Boeing executive focal, and his Master of Science degree in computer science in 1984 from California State University, Fullerton. Title Tenure Total Compensation Education John J. Tracy Dr. John J. Tracy, Ph.D., has served as Chief Technology Officer and Senior Vice President of Engineering, Operations and Technology of The Boeing Company since October 1, 2006. Prior thereto, he was Vice President of Engineering and Mission Assurance for BDS from February 2004 to September 2006. Prior thereto, he was Vice President of Structural Technologies, Prototyping, and Quality for Phantom Works from September 2001 to January 2004. Prior thereto, he was General Manager of Engineering for Military Aircraft and Missiles from September 2000 to August 2001. Dr. Tracy joined The Boeing Company in 1981. Dr. Tracy is a Fellow of the American Society of Mechanical Engineers (ASME) and the past chair of the ASME 6,000member Aerospace Division. He is also a Fellow of the American Institute of Aeronautics and Astronautics (AIAA) and the Royal Aeronautical Society, and has served as an editorial board member for the AIAA Journal, the Journal of ThinWalled Structures, and the Journal of Computer Modeling and Simulation in Engineering. He currently serves on the Board of Trustees for the Illinois Institute of Technology and on the engineering advisory board for several : : : : Senior Vice President 33 Age : $4,134,702%Change : -

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leading universities. Dr. Tracy received a Ph.D. in Engineering in 1987 from the University of California at Irvine, and an M.S. and B.S. in Physics from California State University Los Angeles (1981) and California State University Dominguez Hills (1976), respectively.

Title Tenure Total Compensation Education Michael F. Lohr Michael F. Lohr, has served as the Vice President, Corporate Secretary and Assistant General Counsel of The Boeing Company. Title Tenure Total Compensation Education Robert J. Pasterick Robert J. Pasterick, was Vice President of Finance and Controller of The Boeing Company from February 10, 2009 to February 9, 2010. Effective February 9, 2010, Mr. Pasterick became Boeing's President, Shared Services Group. Prior to this appointment, Mr. Pasterick served as the Vice President and Chief Financial Officer for Boeing Commercial Airplanes (BCA) since February 2003. From November 2000 until February 2003, he was Vice President and Controller for BCA. From November 1999 until November 2000, he held the office of Vice President of Financial Planning and Analysis for

: : : :

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The Boeing Company. He joined Boeing through its acquisition of the aerospace and defense units of Rockwell in December 1996. Mr. Pasterick is a member of Financial Executives International Committee on Corporate Reporting. He sits on the CFO Council at the University of Washington and the Puget Sound CFO Roundtable and is involved with the March of Dimes. Mr. Pasterick earned an undergraduate degree in economics from the University of Pittsburgh and a master's degree in business administration from the University of Pittsburgh Graduate School of Business. Title Tenure Total Compensation Education Philip M. Condit - Inactive (Retired) Philip M. Condit, was Chairman of the Board and Chief Executive Officer, The Boeing Company until his retirement effective March 1, 2004. Mr. Condit was elected Chairman of the Board effective February 1, 1997. He has served as Chief Executive Officer since April 29, 1996, and was President from August 1992 until becoming Chairman. Mr. Condit is also a Director of Hewlett-Packard Company. Title Tenure Total Compensation Education : : : : Chairman 21 Age : $%Change : : : : : Division Officer 17 Age : $%Change : -

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Harry C. Stonecipher - Inactive (Resigned)

Harry C. Stonecipherr, was President and Chief Executive officer of The Boeing Company from December 2003 to March 2005. He served as Boeing's Vice Chairman from May 2001 to June 2002 and as its President and Chief Operating Officer from August 1997 to May 2001. He was President and Chief Executive Officer of McDonnell Douglas Corporation from 1994 until its merger with Boeing in 1997. He had served as a Director of the The Boeing Company since 2001. He was also a Director of PACCAR Inc. from 2001 to March 15, 2005. Title Tenure Total Compensation Education : : : : President 10 Age : $12,613,319 %Change : -

76 1.62

James F. Albaugh - Inactive (Retired) James F. Albaugh, had served as Executive Vice President of The Boeing Company (Boeing) since July 2002, and President and Chief Executive Officer of the Boeing Commercial Airplanes Division ("BCA") since September 1, 2009. Mr. Albaugh has announced that he will retire from Boeing on October 1, 2012. Mr. Albaugh served as President and Chief Executive Officer of Boeing's Integrated Defense Systems (IDS) from July 2002 to September 1, 2009. Prior thereto, he was Senior Vice President of Boeing and President, Space and Communications Group from September 1998 (named Chief Executive

Officer of Space and Communications Group in March 2001). Prior thereto, he was President, Boeing Space Transportation from April 1998. Prior thereto, he was President of Rocketdyne Propulsion and Power from March 1997. Mr. Albaugh has served as a Director of TRW Automotive Holdings, Inc. since 2006. He is a Fellow of the American Institute of Aeronautics and Astronautics, the Royal Aeronautical Society, an elected Member of the International Academy of Aeronautics, the Aerospace Industries Association Board of Governors Executive Committee and other professional organizations.

Mr. Albaugh holds Bachelor's degrees in Mathematics and Physics from Willamette University and a Master's degree in Civil Engineering from Columbia University.

Title Tenure Total Compensation Education James A. Bell - Inactive (Retired) James A. Bell, serves as a Director of Boeing Capital Corporation (Boeing) and previously served as the company's Chairman. Mr. Bell had been Executive Vice President and Chief Financial Officer of Boeing, a subsidiary of Boeing Capital Corporation, since January 2004 and Corporate President since June 2008. Mr. Bell announced his retirement Executive Vice President, Corporate President and

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Chief Financial Officer of Boeing effective at the end of January 31, 2012. Mr. Bell continued in his capacity as an Executive Vice President of Boeing until April 1, 2012. Prior thereto, he was Senior Vice President of Finance and Corporate Controller from October 2000 to January 2004. Prior thereto, Mr. Bell was Vice President of Contracts and Pricing for Boeing Space Communications from January 1997 to October 2000. He has been with Boeing since 1973. Mr. Bell is a member of the Board of Directors of JPMorgan Chase & Co., the Chicago Urban League, World Business Chicago and the Chicago Economic Club. He has served as a Director of The Dow Chemical Company ("Dow") since 2005. Mr. Bell earned a Bachelor's degree in Accounting from California State University at Los Angeles. Title Tenure Total Compensation Education Scott E. Carson - Inactive (Retired) Scott E. Carson, served as Executive Vice President of The Boeing Company (Boeing), until January 1, 2010. Mr. Carson had previously served as Boeing's Executive Vice President and as President and Chief Executive Officer of Boeing's Commercial Airplanes Division from September 2006 to September 1, 2009. Prior thereto, he was Vice President of Sales at Commercial Airplanes; President of : : : :

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Connexion by Boeing; Chief Financial Officer of Commercial Airplanes; and, Executive Vice President of Business Resources for the former Boeing Information, Space and Defense Systems. Mr. Carson graduated from Washington State University with a Bachelor's degree in Business Administration. He later earned a Master's degree in the same discipline from the University of Washington. Title Tenure Total Compensation Education David O. Swain - Inactive (Retired) David O. Swain, was Executive Vice President of The Boeing Company and Chief Operating Officer of Integrated Defense Systems from July 2003 until his retirement on October 1, 2004. Prior thereto, Executive Vice President and Chief Technology Officer from August 2002. Member of Office of the Chairman since March 2002. Prior thereto, Senior Vice President of Engineering & Technology of The Boeing Company since September 1999 and Chief Technology Officer of The Boeing Company since June 2001. Prior thereto, President of Phantom Works from 1999. Prior thereto, Vice President of Engineering of The Boeing Company and Executive Vice President of Phantom Works from 1997. Prior thereto, Vice President and General Manager of Advanced Systems and Technology-Phantom Works, McDonnell Douglas Corporation from 1994. Title Tenure Total Compensation : : : Executive Vice President 14 Age : $%Change : : : : : Executive Vice President Age : $4,202,477%Change : -

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Alan R. Mulally - Inactive (Resigned) Alan Mulally, has served as a Director of Ford Motor Company since 2006. Mr. Mulally was elected President and Chief Executive Officer of Ford, effective September 1, 2006. Mr. Mulally has served as co-chair of the Washington Competitive Council, and has sat on the Advisory Boards of NASA, the University of Washington, the University of Kansas, the Massachusetts Institute of Technology, and the U.S. Air Force Scientific Advisory Board. He is a member of the U.S. National Academy of Engineering and a Fellow of England's Royal Academy of Engineering. From March 2001 until September 5, 2006, Mr. Mulally was Executive Vice President of the Boeing Company and President and Chief Executive Officer of Boeing Commercial Airplanes. He also was a member of the Boeing Executive Council and served as Boeing's senior executive in the Pacific Northwest. Prior to that time, Mr. Mulally served in a number of other executive positions within Boeing. Title Tenure Total Compensation Education : : : : Executive Vice President 19 Age : $7,405,474%Change : -

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Bonnie W. Soodik - Inactive (Not Reported) Bonnie W. Soodik, was Senior Vice President, Office of Internal Governance of The Boeing Company until 2007. Prior thereto, she was President, Shared Services Group since March 2002. Prior thereto,

she served as Vice President of Human Resources for Boeing Space and Communications Group; Vice President and General Manager of Shared Services Group; and Vice President of Product Assurance and Services at Aircraft & Missiles from April 1997. Prior thereto she was the Vice President of Quality at Douglas Aircraft from 1995. Title Tenure Total Compensation Education : : : : Senior Vice President 16 Age : $%Change : -

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Tod R. Hullin - Inactive (Not Reported) Tod R. Hullin, has served as Senior Vice President, Public Policy of The Boeing Company since May 2006. Prior thereto, he was Senior Vice President, Communications since December 2003. Prior thereto, he served as Executive Vice President, Global Public Policy and North American Communications at Vivendi Universal from December 2000 to March 2002. Prior thereto, he was Senior Global Communications Officer for the Seagram Company Ltd. from October 1998 to December 2000 and Time Warner from February 1991 to March 1997. Title Tenure Total Compensation Education : : : : Senior Vice President 10 Age : $%Change : -

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Michael J. Cave - Inactive (Not Reported) Michael J. Cave, was elected as a Director of Harley-Davidson, Inc. on December 4, 2012. Mr. Cave was also appointed to the Board?s Audit Committee and its Nominating and Corporate Governance

Committee. Since 2010, Mr. Cave has served as a Senior Vice President of The Boeing Company ("Boeing"), the world?s leading aerospace company and the largest manufacturer of commercial jetliners and military aircraft, and President of Boeing Capital Corp., a wholly owned Boeing subsidiary that is primarily responsible for arranging, structuring and providing financing for Boeing?s commercial airplane and space and defense products. Mr. Cave had served as Senior Vice President of business development and strategy for Boeing, as Senior Vice President/Chief Financial Officer of Boeing Commercial Airplanes and as Vice President, Finance for Boeing Information, Space & Defense Systems from 1998 through 2010. Prior to 1998, Mr. Cave held a variety of other assignments across Boeing?s defense and commercial businesses.

Mr. Cave holds a Bachelor's degree in Engineering from Purdue University. Title Tenure Total Compensation Education : : : : Senior Vice President 6 Age : $%Change : -

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Laurette T. Koellner - Inactive (Resigned) Laurette T. Koellner, became a Director of The Hillshire Brands Company (formerly known as Sara Lee Corp.) in January 2003. Ms. Koellner also serves as a Director of Celestica Inc. Ms. Koellner

serves as Executive Chairman of International Lease Finance Corporation since June 2012. Ms. Koellner previously served as a Director of American International Group Inc. Ms. Koellner retired Senior Vice President of The Boeing Company (aerospace manufacturer) and President of Boeing International from April 2006 to January 2008. Ms. Koellner served as President of Connexion by Boeing from December 2004 until April 2006, Executive Vice President and Chief Human Resources and Administration Officer of Boeing from 2002 to December 2004, member of the Office of the Chairman from March 2002 to December 2003, Senior Vice President and President of Shared Services Group of Boeing from 2000 to 2002, Vice President and Corporate Controller of Boeing from 1999 to 2000, and Vice President and General Auditor of Boeing from 1996 to 1999. Ms. Koellner earned a Bachelor's degree in Business Management from the University of Central Florida and a Masters of Business Administration degree from Stetson University in Deland, Florida. Ms. Koellner holds a Certified Professional Contracts Manager designation from the National Contracts Management Association. In 2003, Koellner was inducted into the University of Central Florida's College of Business Administration Hall Fame. Title Tenure Total Compensation Education : : : : Senior Vice President 9 Age : $7,009,014%Change : -

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James M. Jamieson - Inactive (Not Reported) James M. Jamieson, has served as Senior Vice President of The Boeing Company and Chief Operating Officer, Boeing Commercial Airplanes since September 2006. Prior thereto, he was Chief Technology Officer from December 2003 and prior thereto, was Senior Vice President, Airplane Programs for Boeing Commercial Airplanes from February 2000 to December 2003. Prior thereto, he served as Executive Vice President of Single Aisle Airplane Programs from October 1998 to February 2000. Title Tenure Total Compensation Education : : : : Senior Vice President 13 Age : $4,087,203%Change : -

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Thomas R. Pickering - Inactive (Not Reported) Thomas R. Pickering, was Senior Vice President, International Relations of The Boeing Company from January 2001 to 2008. Prior thereto, he was U.S. Under Secretary of State for Political Affairs from May 1997. Prior thereto, he was President of the Eurasia Foundation, which makes grants and loans in the states of the former Soviet Union, from December 1996 through April 1997. Prior thereto, he served as U.S. Ambassador to the Russian Federation from May 1993 through November 1996. Title Tenure Total Compensation Education : : : : Senior Vice President 12 Age : $%Change : -

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Rudy F. deLeon - Inactive (Not Reported)

Rudy F. deLeon, was Senior Vice President, Government Relations of The Boeing Company from July 2001 to 2008. Prior thereto, he was Deputy Secretary of Defense from 2000 to 2001. Prior thereto, he served as Under Secretary of Defense for Personnel and Readiness from 1997 to 2000 and Under Secretary of the Air Force from 1994 to 1997. Mr. deLeon served as the Special Assistant to Secretary of Defense from 1993 to 1994. Title Tenure Total Compensation Education : : : : Senior Vice President 12 Age : $%Change : -

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Douglas G. Bain - Inactive (Not Reported) Douglas G. Bain, was Senior Vice President and General Counsel of The Boeing Company from August 2000 to 2006. Prior thereto, he was Vice President and General Counsel from November 1999. Prior thereto, he was Vice President of Legal, Contracts, Ethics and Government Relations for Boeing Commercial Airplanes from 1996. Title Tenure Total Compensation Education : : : : Senior Vice President 17 Age : $%Change : -

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Harry S. McGee - Inactive (Not Reported) Harry S. McGee, III, was appointed Vice President of Strategy Integration for Internal Services of The Boeing Company on February 10, 2009. Mr. McGee had previously been Vice President of Finance and Corporate Controller of Boeing since January 2004. Title Tenure Total Compensation : : :

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Ray Conner - Inactive (Not Reported) Ray Conner, was appointed Vice President, Sales of The Boeing Company in November 2007. Title Tenure Total Compensation Education : : : : Vice President Age : $%Change : -

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Diana L. Sands - Inactive (Not Reported) Diana L. Sands, was appointed as Vice President of Finance and Corporate Controller of The Boeing Company (Boeing) effective February 1, 2012. In the position, Ms. Sands served as Boeing's Chief Accounting Officer. Ms. Sands had served as Boeing's Vice President of Investor Relations, Financial Planning & Analysis since February 2010. Prior to that, she served as Boeing's Vice President of Investor Relations since February 2008. Ms. Sands has held several positions in Boeing's Financial Planning & Analysis and Corporate Treasury departments since she joined the company in 2001. Title Tenure Total Compensation Education : : : :

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Directors W. James McNerney W. James McNerney, Jr., has served as Chairman, President and Chief Executive Officer of The Boeing Company since July 2005, and as Director since 2001. Boeing is a Chicago based aerospace company,

manufacturer of commercial airplanes, military aircraft, and defense, space and security systems; it supports airlines and U.S. and allied government customers in more than 90 nations. Mr. McNerney is in charge of overseeing Boeing's strategic direction. Mr. McNerney is also a Director of Procter & Gamble and International Business Machines Corporation ("IBM") since October 2009; a member of The Field Museum Board of Trustees in Chicago; a Trustee of Northwestern University; and a member of the Northwestern Memorial HealthCare Board. He also serves on the executive committee of The Business Roundtable. By appointment of U.S. President Barack Obama, Mr. McNerney chairs the President's Export Council, which operates as an advisory committee on international trade. He is a member of various business and educational organizations. Mr. McNerney is a Fellow of the American Academy of Arts and Sciences and an honorary fellow of the Royal Aeronautical Society. Mr. McNerney was named Executive of the Year by the National Management Association in 2008. He is the former Chair of The Business Council, the US-China Business Council and the American Society of Corporate Executives. Before Boeing, since July 1, 2005, Mr. McNerney held the position as Chairman of the Board and Chief Executive Officer of 3M Company, a global technology company with positions in

electronics, telecommunications, industrial, consumer and office products, health care, safety and other businesses. Mr. McNerney joined 3M in 2000 after 19 years at the General Electric Company, which he joined in 1982. There, he held top executive positions including President and Chief Executive Officer of GE Aircraft Engines and GE Lighting; President of GE AsiaPacific; President and Chief Executive Officer of GE Electrical Distribution and Control; Executive Vice President of GE Capital, a financial services company; and President of GE Information Services. Prior to joining GE, Mr. McNerney worked at Procter & Gamble and McKinsey & Co., Inc. Mr. McNerney earned a B.A. degree from Yale University in 1971 and an M.B.A. from Harvard University in 1975. Mr. McNerney was

awarded an Honorary Doctor of Science degree in 2009 from Cranfield University, for his contribution to the international aerospace industry. Title Tenure Total Compensation Education David L. Calhoun David L. Calhoun, has been the Chief Executive Officer of Nielsen Holdings N.V. ("Nielsen") (marketing and media information) since May 2010, as well as the Executive Director of Nielsen since its : : : : Chairman 12 Age : $22,958,313 %Change : -

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initial public offering in January 2011. Mr. Calhoun also serves as Chairman of the Executive Board and Chief Executive Officer of The Nielsen Company B.V., since August 23, 2006. Mr. Calhoun serves on the Boards of Caterpillar Inc.; and The Boeing Company since June 8, 2009. Mr. Calhoun is also the CoChairman of the Campaign for Virginia Polytechnic Institute and a Director of the National Underground Railroad Freedom Center. He served as a Director of Medtronic, Inc. from June 22, 2007 to August 23, 2012. Prior to joining Nielsen, Mr. Calhoun was a Vice Chairman of the General Electric Company, and President and Chief Executive Officer of GE Infrastructure, the largest of GE?s six business segments and comprised of Aviation, Energy, Oil & Gas, Transportation, and Water & Process Technologies, as well as GE?s Commercial Aviation Services and Energy Financial Services businesses. From 2003 until becoming a Vice Chairman of GE and President and Chief Executive Officer of GE Infrastructure in 2005, Mr. Calhoun served as President and Chief Executive Officer of GE Transportation, which is made up of GE?s Aircraft Engines and Rail businesses. Prior to joining Aircraft Engines in July 2000, Mr. Calhoun served as President and Chief Executive Officer of Employers Reinsurance Corporation from 1999 to 2000; President and Chief Executive Officer of GE Lighting

from 1997 to 1999; and President and Chief Executive Officer of GE Transportation Systems from 1995 to 1997. From 1994 to 1995, he served as President of GE Plastics for the Pacific region. Mr. Calhoun joined GE in 1979. Mr. Calhoun graduated from Virginia Polytechnic Institute in 1979.

Title Tenure Total Compensation Education Arthur D. Collins Arthur D. Collins, Jr., was appointed a Director of Alcoa, Inc. on April 23, 2010 and U.S. Bancorp in 1996. He has served as a Director of The Boeing Company since March 1, 2007, and privately held Cargill, Inc. since 2000. Mr. Collins is a member of the Board of Overseers of The Wharton School at the University of Pennsylvania and the Board of Visitors at Miami University of Ohio. He has served as a Senior Advisor to Oak Hill Capital Partners, L.P., a private equity firm, since April 2009. Mr. Collins served as Chairman of the Board of Medtronic, Inc. from April 2002 through August 2008. At Medtronic, Mr. Collins was also Chairman and Chief Executive Officer from May 2002 to August 2007; President and Chief Executive Officer from April 2001 to May 2002; President and Chief Operating Officer from August 1996 to April 2001; Chief Operating Officer from January 1994 to August 1996; and Executive Vice President of Medtronic and President of Medtronic International

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from June 1992 to January 1994. He was Corporate Vice President of Abbott Laboratories (health care products) from October 1989 to May 1992 and Divisional Vice President of that company from May 1984 to October 1989. He joined Abbott in 1978 after spending four years with Booz, Allen & Hamilton, a major management consulting firm. Title Tenure Total Compensation Education Linda Zarda Cook Linda Zarda Cook, was elected as a Director of KBR, Inc. effective July 1, 2011. Ms. Cook is also a Director of Marathon Oil Corporation (since July 1, 2011); The Boeing Company, a global aerospace company and manufacturer of commercial jetliners and defense, space and security systems (since 2003); and Cargill, Inc., an international producer and marketer of food, agricultural, financial and industrial products and services. Ms. Cook is a Member of the Society of Petroleum Engineers and the China Development Forum. Ms. Cook, whose career in the oil and gas industry spanned 29 years, : : : : Director 6 Age : $296,500 %Change : -

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retired in 2009 from Royal Dutch Shell Plc, where she was Executive Director of Shell Gas and Power based in Den Haag, Netherlands, from 2004 to mid-2009. From August 2003 to August 2004, she served

as President and Chief Executive Officer and a Director of Shell Canada Ltd., in Calgary, Alberta, Canada, a publicly traded integrated oil company and a leader in natural gas exploration and production, oil refining and marketing, and oil sands mining and upgrading. Prior to that, from January 2000 through July 2003, Ms. Cook served as Chief Executive Officer of Shell Gas and Power in London, U.K.; and, from mid-1998 through 1999, as Managing Director, International Ventures of Shell Exploration & Production Company in Den Haag, Netherlands. She served as General Manager, New Business Development of Shell Exploration & Production Company in Houston, Texas from 1997 to 1998; and, Ms. Cook also held various other production management and engineering positions within Shell Exploration & Production Company from 1980 to 1997. Ms. Cook is a 1980 graduate of the University of Kansas with a Bachelor of Science degree in Petroleum Engineering. Title Tenure Total Compensation Education Kenneth M. Duberstein Kenneth M. Duberstein, has served as a Director of Dell Inc. since September 8, 2011. Mr. Duberstein has served as a Director of MackCali Realty Corp. since 2005. He has served as Chairman and Chief : : : : Director 10 Age : $291,500 %Change : -

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Executive Officer of The Duberstein Group, an independent strategic planning and consulting company, since 1989. In addition, he has served as a Director of The Boeing Company since 1997, and is their Lead Director. Mr. Duberstein also serves as a Director of the Travelers Companies, Inc., since 1998. He serves as a Director of the Council on Foreign Relations, the Brookings Institution, the National Alliance to End Homelessness and the National Endowment for Democracy and a Lifetime Trustee for the Kennedy Center for the Performing Arts. Mr. Duberstein previously served as a Director of Collegiate Funding Services, Inc. from 2004 to 2006. Mr. Duberstein was a Director of ConocoPhillips since 2002. Mr. Duberstein previously served as a Director of Federal National Mortgage Association (Fannie Mae) from 1998 to February 2007. He is a former member of the Board of Governors of the NASD. Mr. Duberstein also previously served as White House Chief of Staff to President Ronald Reagan from 1988 to 1989. He also served in the White House as Deputy Chief of Staff in 1987, as well as both the Assistant and the Deputy Assistant to the President for Legislative Affairs from 1981 to 1983. From 1977 to 1980, Mr. Duberstein was Vice President of the Committee for Economic Development. Mr. Duberstein earned an A.B. degree from Franklin and Marshall College and an M.A. degree from American University. He received an Honorary Doctor of Laws degree from Franklin and Marshall College.

Title Tenure Total Compensation Education Edmund P. Giambastiani Retired Admiral Edmund P. Giambastiani, Jr. (U.S. Navy, Ret.), has been a Director of Monster Worldwide Inc. since January 31, 2008. He is also a Director of The Boeing Company since October 7, 2009; and QinetiQ Group Plc. Admiral Giambastiani also consults for a variety of defense and non-defense related companies. Previously, Admiral Giambastiani served as a Director of SRA International, Inc. from January 9, 2008 until July 28, 2010. On October 1, 2007, Admiral Giambastiani, a career U.S. Navy nuclear trained submarine officer, retired from the United States Navy after 41 years of service. Between 2005 and 2007, Admiral Giambastiani was the second highest ranking military officer in the United States, serving as the seventh Vice Chairman of the Joint Chiefs of Staff. In addition to his appointment as Vice Chairman of the Joint Chiefs of Staff, Admiral Giambastiani's naval career included assignments as Senior Military Assistant to the United States Defense Secretary and Commander, United States Joint Forces Command. He also served as NATO's first Supreme Allied Commander Transformation. Admiral Giambastiani is a graduate of the U.S. Naval Academy.

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Total Compensation Education Lawrence W. Kellner Lawrence ("Larry") W. Kellner, was appointed a Director of The Boeing Company on October 3, 2011. He is President of Emerald Creek Group LLC, a private equity firm based in Houston. Mr. Kellner is also a Director of the Air Transport Association and Marriott International, Inc. On the civic front, he is a member of the Board of Directors for the Greater Houston Partnership, Houston Minority Business Council, Central Houston, Inc., the Methodist Hospital and the Spring Branch Education Foundation, and is a Member of the Boy Scouts of America National Executive Board. Mr. Kellner also serves on the Advisory Board of the March of Dimes. Mr. Kellner served as the Chairman and Chief Executive Officer of Continental Airlines, Inc. until December 31, 2009. He served as President and Chief Operating Officer of Continental Airlines from March 2003 to December 30, 2004, as President from May 2001 to March 2003 and has been a Director of Continental Airlines since 2001. He joined Continental Airlines in 1995 serving as Senior Vice President and Chief Financial Officer. Prior to joining Continental, Kellner was Executive Vice President and Chief Financial Officer of American Savings Bank, and Executive Vice President and Chief Financial Officer of The Koll Company, a private real estate investment and construction firm. Mr. Kellner graduated with a Bachelor

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of Science in Business Administration from the University of South Carolina. Title Tenure Total Compensation Education Edward M. Liddy Edward M. Liddy, was appointed a Director of Abbott Laboratories (Abbott) on June 11, 2010. Mr. Liddy has served as a Director of The Boeing Company since June 7, 2010. He previously served on the Board of Directors of The Boeing Company from August 28, 2007 until 2008. He is a Partner in the private equity investment firm of Clayton, Dubilier & Rice, LLC since January 2010; and previously served as its Partner from April to September 2008, and rejoined the firm in January 2010. Mr. Liddy also serves on the Board of Directors of 3M Company. Mr. Liddy also serves on the Board of Directors of AbbVie Inc. At the request of the Secretary of the U.S. Department of the Treasury, Mr. Liddy served as Interim Chairman and Chief Executive Officer of American International Group, Inc. (insurance and financial services holding company) from September 2008 to August 2009. He served as Chairman of the Board of The Allstate Corporation (insurance) from January 1999 to April 2008. At Allstate, Mr. Liddy also served as Chief Executive Officer from January 1999 to December 2006 and as President and Chief Operating Officer from August 1994 to December 1998. Mr. Liddy served on : : : : Director 2 $500 -

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the boards of The Goldman Sachs Group, Inc. from 2003 to 2008, and The Kroger Co. from 1996 to 2006. Education: undergraduate degree from Catholic University and his Masters of Business Administration from George Washington University. Title Tenure Total Compensation Education Susan C. Schwab Ambassador Dr. Susan C. Schwab, Ph.D., is a Professor at the University of Maryland School of Public Policy, since January 2009 and a Strategic Advisor to Mayer Brown, LLP (global law firm) since March 2010. Ambassador Dr. Schwab has been a Director of Caterpillar Inc. since June 1, 2009; FedEx Corp. since June 8, 2009; and The Boeing Company since February 10, 2010. Ambassador Dr. Schwab served as a U.S. Trade Representative from June 2006 to January 2009, and as Deputy U.S. Trade Representative from October 2005 to June 2006. Prior to her service as Deputy U.S. Trade Representative, Ambassador Schwab served as President and Chief Executive Officer of the University System of Maryland Foundation from June 2004 to October 2005, as a consultant for the U.S. Department of Treasury : : : : Director 3 Age : $272,500 %Change : -

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from July 2003 to December 2003 and as Dean of the University of Maryland School of Public Policy from July 1995 to July 2003. She was previously Director of Corporate Business Development at Motorola Inc. Dr. Schwab served as a Director of Adams Express Company from 2000 to December 2005, as well as Director of Calpine Corporation and Petroleum & Resources Corporation. Dr. Schwab has a Bachelor of Arts Degree in Political Economy from Williams College, a Master's Degree from Stanford University and a Ph.D. in Public Administration and International Business from The George Washington University. Title Tenure Total Compensation Education Ronald A. Williams Ronald A. Williams, has served as a Director of American Express Company since 2007. Mr. Williams has served as a Director of The Boeing Company since December 2, 2010. Mr. Williams is also a Director of Johnson & Johnson (since May 13, 2011), Emergency Medical Services Corp and is a Trustee of The Conference Board. Mr. Williams also serves on the Dean's Advisory Council at the Massachusetts Institute of Technology (MIT) and is a Member of MIT's Alfred P. Sloan Management Society. He serves on President Obama?s Management Advisory Board, which is helping to bring the best : : : : Director 3 Age : $261,850 %Change : -

58 0.2

of business practices to the management and operation of federal government. He is also an Advisor to the private equity firm, Clayton, Dubilier & Rice, LLC, and serves as Chairman of the board of Emergency Medical Services Corporation, a provider of facilitybased physician services and medical transportation services in the U.S. In addition, Mr. Williams lends his time and expertise to a number of organizations, such as the International Federation of Health Plans, GE Healthymagination Advisory Committee, and the Wall Street Journal CEO Council. He also serves on the boards of the Peterson Institute for International Economics and Save the Children. Mr. Williams retired as Chairman and Chief Executive Officer of Aetna Inc. (managed care and health insurance) effective April 8, 2011. Mr. Williams was Chairman of Aetna Inc. from October 1, 2006, and Chief Executive Officer from February 14, 2006 until his resignation on November 2010, having served as President of Aetna Inc. from May 27, 2002 until July 24, 2007 and as Executive Vice President and Chief of Health Operations from March 15, 2001 until his appointment as President on July 24, 2007. Mr. Williams is a graduate of Roosevelt University in Chicago and holds an M.S. in Management from the Sloan School of Management at the Massachusetts Institute of Technology. Title Tenure Total Compensation : : : Director 3 Age : $299,404 %Change :

64 -

Education Michael Svetozar Zafirovski Michael "Mike" Svetozar Zafirovski, has served as a Director of The Boeing Company (Boeing) since 2004; Stericycle Inc. since November 2012; and Apria Healthcare Group Inc. since October 2011. Mr. Zafirovski has served as Senior Advisor to The Blackstone Group (private equity) since October 2011. Mr. Zafirovski also serves as Chairman of the board of DJO Global, Inc. Prior to Boeing, Mr. Zafirovski served as President, Chief Executive Officer and a Director of Nortel Networks Corp. and Nortel Networks Ltd. from November 2005 to August 10, 2009. Previously, Mr. Zafirovski was Director, President and Chief Operating Officer of Motorola, Inc. (global communications) from July 2002 to January 2005, and remained a Consultant to and a Director of Motorola until May 2005. He served as Executive Vice President and President of the Personal Communications Sector (mobile devices) of Motorola from June 2000 to July 2002. Prior to joining Motorola, Mr. Zafirovski spent nearly 25 years with General Electric Company, where he served in management positions, including 13 years as President and Chief Executive Officer of five businesses in the industrial and financial services arenas, his most recent being President and Chief Executive Officer of GE Lighting from July 1999 to May 2000. Title Tenure

:

-

: :

Director 9

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59

Total Compensation Education Philip M. Condit - Inactive (Retired) Philip M. Condit, was Chairman of the Board and Chief Executive Officer, The Boeing Company until his retirement effective March 1, 2004. Mr. Condit was elected Chairman of the Board effective February 1, 1997. He has served as Chief Executive Officer since April 29, 1996, and was President from August 1992 until becoming Chairman. Mr. Condit is also a Director of Hewlett-Packard Company. Title Tenure Total Compensation Education

: :

$281,500 %Change : -

0.08

: : : :

Chairman 21 Age : $%Change : -

70 -

John F. McDonnell - Inactive (Retired) John F. McDonnell, is a Director of BJC Healthcare; Barnes-Jewish Hospital; and a Director of Washington University, where he previously served as the Vice Chairman of Washington University. He is a Director of the Donald Danforth Plant Sciences Center. He served as a Director of The Boeing Company from 1997-2012. Mr. McDonnell served as Chairman of McDonnell Douglas Corporation (aerospace) from 1988 until its merger with Boeing in 1997, and as its Chief Executive Officer from 1988 to 1994.

Title Tenure Total Compensation Education John H. Biggs - Inactive (Retired)

: : : :

16 Age : $296,500 %Change : -

75 0.09

John H. Biggs, is a Director of the National Bureau of Economic Research, a Trustee of Washington University in St. Louis, The Danforth Foundation in St. Louis, The Santa Fe Opera and Pension Rights Center in Washington, D.C. and a Member of the Advisory Council of the Public Company Accounting Oversight Board. He is also a Director Emeritus and the Chairman of the Washington University Investment Management Company.

Mr. Biggs served as Director of The Boeing Company from 1997 until May 2, 2011. He served as a Director of JPMorgan Chase & Co. from 2003 until his retirement, effective May 2007. He was Chairman and Chief Executive Officer of TIAA-CREF (national teachers' pension fund) from January 1993 until November 2002. Title Tenure Total Compensation Education : : : :

16 Age : $163,500 %Change : -

76 -0.41

John E. Bryson - Inactive (Resigned) John E. Bryson, is a Senior Advisor of Kohlberg Kravis Roberts & Co. ("KKR"). Mr. Bryson is a Trustee of the California Institute of Technology and the W.M. Keck Foundation, a Director of The California Endowment, and Chairman of the Pacific Council on International Policy. Mr. Bryson has been a Director of The Walt Disney Company from 2000 until October 21, 2011. Mr. Bryson was a

Director of The Boeing Company from 1995 until June 2011. Mr. Bryson served as Chairman, President and Chief Executive Officer of Edison International (electric power generator and distributor), the parent company of Southern California Edison, from October 1990 to July 2008. Mr. Bryson is a graduate of Stanford University and Yale Law School.

Title Tenure Total Compensation Education

: : : :

18 Age : $125,000 %Change : -

69 -0.53

James L. Jones - Inactive (Resigned) General James L. Jones, United States Marine Corps (ret.), who recently retired as National Security Advisor to United States President Barack Obama, was elected to serve as a Member of the Board of Directors of Invacare Inc. effective December 1, 2010. General Jones was a Member of Invacare's Board of Directors from March 2007 to January 2009, before stepping down to take the position as National Security Advisor. Prior to joining President Obama's administration as National Security Advisor, General Jones served as Supreme Allied Commander of NATO (North Atlantic Treaty Organization) and Commander of the United States European Command until December 2006. Geenral Jones is a Director of Cross Match Technologies, Inc., a provider of biometric technologies. General

Jones has served as a Director of The Boeing Company since 2007; and resigned as a Director of The Boeing Company on December 15, 2008, who in early December 2008, was named by U.S. President-elect Barack Obama to serve as his National Security Adviser. He served as a Director of Chevron Corp. from 2008 until December 2008. General Jones was commissioned into the Marine Corps in 1967. He graduated from the National War College in 1985 and later served as Military Assistant to the U.S. Secretary of Defense. He served as the Supreme Allied Commander Europe, and Commander of the United States European Command from January 2003 to February 2007. Previously, General Jones served as the 32nd Commandant of the United States Marine Corps from July 1999 to January 2003. He has served as President and Chief Executive Officer of the Institute for 21st Century Energy, an affiliate of the U.S. Chamber of Commerce, since March 2007 and Special Envoy for Middle East Security since November 2007. General Jones has a Bachelor of Science degree and Honorary Doctorate from Georgetown University. Title Tenure Total Compensation Education : : : :

6 Age : $205,000 %Change : -

0.9

Richard D. Nanula - Inactive (Resigned) Richard D. Nanula, was a Director of The Boeing Company from 2005 to 2007. He is Chief Financial Officer of Amgen, Inc. Mr. Nanula joined Amgen as Executive Vice President in May 2001 and was

appointed Chief Financial officer in August 2001. He is a member of Amgen's executive committee. Mr. Nanula served as Chairman and Chief Executive Officer at Broadband Sports Inc., an Internet media company, from 1999 until 2001. He served as President and Chief Operating Officer of Starwood Hotels and Resorts in New York from 1998 until 1999. He held a variety of executive positions at the Walt Disney Company from 1986 until 1998, including Senior Executive Vice President, Chief Financial Officer and President of Disney Stores Worldwide. Title Tenure Total Compensation Education : : : :

8 Age : $132,500 %Change : -

52 -0.3

Lewis E. Platt - Inactive (Not Reported) Lewis E. Platt, served as President and Chief Executive Officer of Hewlett-Packard Company (measurement, computing and communi-cations equipment) from November 1992 until July 1999 and as Director and Chairman from September 1993 until his retirement in December 1999. In 1995, he was appointed to the Advisory Committee on Trade Policy Negotiations by President Clinton. Mr. Platt was Chief Executive Officer and a Director of Kendall-Jackson Wine Estates Ltd. until June 2001. He is a Director of 7Eleven, Inc. and served as a Director of The Boeing Company from 2003 to 2006. Title Tenure Total Compensation Education : : : :

10 $-

Age : %Change :

71 -

Rozanne L. Ridgway - Inactive (Retired) Ambassador Rozanne L. Ridgway, serves as a Director or Trustee of three funds in the American Funds family of mutual funds. Ambassador Ridgway has been Non-Executive Chairwoman of the Baltic American Enterprise Fund since July 1994. Ambassador Ridgway served as a Director of Emerson Electric Company from 1995 until February 5, 2013. She was a Director of The Boeing Company from 1992 to March 2008. Ambassador Ridgway is a former Director of Sara Lee Corp., 3M Company and Manpower, Inc. She is also the former Assistant Secretary of State for European and Canadian Affairs (1985-1989). Ambassador Ridgway served in the U.S. Foreign Service from 1957 until her retirement in 1989, including assignments as Ambassador for Oceans and Fisheries Affairs, Ambassador to Finland, and Ambassador to the German Democratic Republic. Title Tenure Total Compensation Education : : : :

21 Age : $130,000 %Change : -

77 -0.38

William M. Daley - Inactive (Resigned) William M. Daley, serves as White House Chief of Staff to United States President Barack H. Obama. Before joining the Obama administration, Mr. Daley served as Head of Corporate Responsibility of JPMorgan Chase & Co., from June 2007 to January 7, 2011. He served as Senior Executive of the Midwest Region, a member of the JPMorgan Chase & Co. Executive Committee and of its international council

from May 2004 to January 7, 2011. Mr. Daley served as President of SBC Communications, Inc. (diversified telecommunications) from December 2001 to May 2004 and Vice Chairman of Evercore Capital

Partners L.P. from January to November 2001. From June to December 2000, Mr. Daley served as Chairman of Vice President Albert Gore's 2000 presidential election campaign. Mr. Daley served as the U.S. Secretary of Commerce from January 1997 to June 2000. He served as a Director of Boston Properties, Inc. from 2003 until May 15, 2007. Mr. Daley serves on the Boards of The Art Institute of Chicago; The Joffrey Ballet of Chicago; Loyola University of Chicago; Northwestern Memorial Hospital and Northwestern University. Mr. Daley also served as member of the Board of Directors of Abbott Laboratories (Abbott) from October 8, 2004 to January 7, 2011; The Boeing Company from February 2006 to January 2011. He also sat on the Council on Foreign Relations until January 2011. Mr. Daley is a graduate of Loyola University in Chicago and of John Marshall Law School in Chicago. Title Tenure Total Compensation Education : : : :

7 $4,861 -

Age : %Change :

64 -0.98

John M. Shalikashvili - Inactive (Resigned)

John M. Shalikashvili, U.S. Army Ret., had been a Director of L-3 Communications Holdings, Inc. ("L3") since August 1998, and is a Member of the Compensation and Nominating/Corporate Governance Committees. He was a Director of The Boeing Company from 2000 to 2006. General Shalikashvili (U.S. Army Ret.) is an independent consultant and a Visiting Professor at Stanford University. General Shalikashvili was the senior officer of the United States military and principal military advisor to the President of the United States, the Secretary of Defense and the National Security Council, when he served as the thirteenth Chairman of the Joint Chiefs of Staff, Department of Defense, for two terms from 1993 to 1997. Prior to his tenure as Chairman of the Joint Chiefs of Staff, he served as the Commander in Chief of all United States forces in Europe and as NATO's tenth Supreme Allied Commander, Europe (SACEUR). He has also served in a variety of command and staff positions in the continental United States, Alaska, Belgium, Germany, Italy, Korea, Iraq, Turkey and Vietnam. Title Tenure Total Compensation Education : : : :

13 $97,500 -

Age : %Change :

76 -

Harry C. Stonecipher - Inactive (Resigned) Harry C. Stonecipherr, was President and Chief Executive officer of The Boeing Company from December 2003 to March 2005. He served as Boeing's Vice Chairman from May 2001 to June 2002 and as its

President and Chief Operating Officer from August 1997 to May 2001. He was President and Chief Executive Officer of McDonnell Douglas Corporation from 1994 until its merger with Boeing in 1997. He had served as a Director of the The Boeing Company since 2001. He was also a Director of PACCAR Inc. from 2001 to March 15, 2005. Title Tenure Total Compensation Education : : : :

10 Age : $12,613,319 %Change : -

76 1.62

Commitees Audit Committee Arthur Collins Edmund Giambastiani Edward Liddy Lawrence Kellner Linda Cook Ronald Williams Susan Schwab Compensation Committee David Calhoun Kenneth Duberstein Michael Zafirovski Finance Committee Arthur Collins Edmund Giambastiani Edward Liddy Lawrence Kellner Linda Cook Ronald Williams Susan Schwab William Daley Corporate Governance, Nominating & Organization Committee David Calhoun Kenneth Duberstein Michael Zafirovski Special Committee Edmund Giambastiani Ronald Williams

W. McNerney William Daley

Executive Compensation

Officers

W. James McNerneyCompensation History Year Values in USD 2011 2010 2009 Salary 1,930,000 1,930,000 1,930,000 Bonus N/A N/A N/A Other Annual Compensation/Fees N/A N/A N/A Stock Awards 3,420,165 3,300,330 3,136,242 Option Awards 3,420,159 3,300,297 3,136,251 Non-Equity Incentive Plan Compensation 8,704,300 4,439,000 4,500,300 Change in Pension Value & Non-Qualified Deferred 4,555,010 Comp. Earni 5,972,004 5,738,037 All Other Compensation 928,679 798,392 1,002,642 Total Compensation 22,958,31319,740,02319,443,472

J. Michael LuttigCompensation History Year Values in USD 2011 2010 Salary 776,240 759,636 Stock Awards 802,215 734,364 Option Awards 802,201 734,336 Non-Equity Incentive Plan Compensation 1,864,396 1,025,200 Change in Pension Value & Non-Qualified Deferred 1,045,138 Comp. Earni 444,049 All Other Compensation 175,812 152,360 Total Compensation 5,466,002 3,849,945 2009 736,160 1,175,019 463,615 752,800 523,039 93,014 3,743,647

Dennis A. Muilenburg

Compensation History Year Values in USD 2011 2012 Salary 780,000 N/A Stock Awards 734,995 N/A Option Awards 734,995 N/A Restricted Stock Awards (# of Securities) N/A 60,000 Non-Equity Incentive Plan Compensation 1,342,900 N/A Change in Pension Value & Non-Qualified Deferred 1,101,761 Comp. Earni N/A All Other Compensation 109,580 N/A Total Compensation 4,804,231 0

Gregory D. Smith

Raymond L. Conner

Wanda K. Denson-Low

Thomas J. Downey

Shepard W. HillCompensation History Year Values in USD 2009 Salary 503,598 Stock Awards 632,777 Option Awards 263,455 Non-Equity Incentive Plan Compensation 432,980

Change in Pension Value & Non-Qualified Deferred 379,199 Comp. Earni All Other Compensation 67,729 Total Compensation 2,279,738

Timothy John Keating

Richard D. StephensCompensation History Year Values in USD 2006 Salary 486,308 Stock Awards 2,541,132 Option Awards 182,467 Non-Equity Incentive Plan Compensation 438,100 Change in Pension Value & Non-Qualified Deferred 313,541 Comp. Earni All Other Compensation 173,154 Total Compensation 4,134,702

John J. TracyCompensation History Year Values in USD 2010 Salary 464,869 Stock Awards 1,627,920 Option Awards 351,319 Non-Equity Incentive Plan Compensation 479,500 Change in Pension Value & Non-Qualified Deferred 650,837 Comp. Earni All Other Compensation 69,499 Total Compensation 3,643,944

Michael F. Lohr

Robert J. Pasterick

Directors

W. James McNerneyCompensation History Year Values in USD 2011 2010 2009 Salary 1,930,000 1,930,000 1,930,000 Bonus N/A N/A N/A Other Annual Compensation/Fees N/A N/A N/A Stock Awards 3,420,165 3,300,330 3,136,242 Option Awards 3,420,159 3,300,297 3,136,251 Non-Equity Incentive Plan Compensation 8,704,300 4,439,000 4,500,300 Change in Pension Value & Non-Qualified Deferred 4,555,010 Comp. Earni 5,972,004 5,738,037 All Other Compensation 928,679 798,392 1,002,642 Total Compensation 22,958,31319,740,02319,443,472

David L. CalhounCompensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 110,000 140,000 30,000 280,000 2010 100,000 130,000 30,000 260,000 2009 56,301 73,192 30,000 159,493

Arthur D. Collins

Compensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 125,000 140,000 31,500 296,500 2010 115,000 130,000 31,000 276,000 2009 110,172 130,000 31,000 271,172

Linda Zarda CookCompensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2011 110,000 140,000 N/A 41,500 291,500 2010 100,000 130,000 N/A 20,000 250,000 2009 100,000 130,000 N/A 27,500 257,500

Kenneth M. DubersteinCompensation History Year Other Annual Compensation/Fees Stock Awards Option Awards All Other Compensation Total Compensation Values in USD 2011 150,000 140,000 N/A 31,500 321,500 2010 140,000 130,000 N/A 31,000 301,000 2009 140,000 130,000 N/A 40,500 310,500

Edmund P. GiambastianiCompensation History Year Other Annual Compensation/Fees Values in USD 2011 110,000 2010 123,561

Stock Awards All Other Compensation Total Compensation

140,000 3,750 253,750

160,630 5,250 289,441

Lawrence W. KellnerCompensation History Year All Other Compensation Total Compensation Values in USD 2011 500 500

Edward M. LiddyCompensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 117,500 140,000 15,000 272,500 2010 56,575 73,548 11,500 141,623 2008 75,000 130,000 N/A 205,000

Susan C. SchwabCompensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 110,000 140,000 11,850 261,850 2010 88,699 115,308 14,000 218,007

Ronald A. WilliamsCompensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 118,219 150,685 30,500 299,404

Michael Svetozar ZafirovskiCompensation History Year Other Annual Compensation/Fees Stock Awards All Other Compensation Total Compensation Values in USD 2011 110,000 140,000 31,500 281,500 2010 100,000 130,000 31,000 261,000 2009 104,829 130,000 31,000 265,829

Insider Holdings Holdings Summary Total Insiders Total Direct Shares Total Indirect Shares % Held By Insiders

46 3,404,722 1,166,888 0.45%

Filer's Name Hill Shephard W Denson-Low Wanda K Parasida Anthony M Downey Thomas J Stephens Richard Dennis Mcnerne