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BOEING CO Director's Dealing 2004

Jan 28, 2004

14815_dirs_2004-01-28_1eea070a-448e-4c53-9be2-3fd4c93c4641.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2004-01-19

Reporting Person: MCGEE HARRY S III (Corporate Controller)

Holdings (Non-Derivative)

Security Shares Ownership
Common 860 Direct
Common 1746.61 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
1999 Performance Shares $0.000 2004-02-22 Common (161.23) Direct
2000 Performance Shares $0.000 2005-02-28 Common (661.00) Direct
2001 Performance Shares $0.000 2006-02-26 Common (2817.43) Direct
2002 Performance Shares $0.000 2007-02-25 Common (2725.25) Direct
2003 Performance Shares $0.000 2008-02-23 Common (7255.09) Direct
Boeing Stock Units $0.000 Common (1055.90) Direct
Stock Option (Right to Buy) $53.718 2008-04-13 Common (500.00) Direct
Stock Option (Right to Buy) 93-18 & 93-19 $53.031 2007-01-13 Common (1516.00) Direct
Stock Option (Right to Buy) 93-20 & 93-21 $53.219 2007-02-24 Common (700.00) Direct

Footnotes

F1: 1999 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: 25% at $58.38, 40% at $61.08, 55% at $63.88, 75% at $66.79, 100% at $69.80 and 125% at $72.91.

F2: 2000 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: 25% at $59.59, 40% at $62.35, 55% at $65.21, 75% at $68.17, 100% at $71.24 and 125% at $74.42.

F3: 2001 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: 25% at $101.08, 40% at $105.75, 55% at $110.60, 75% at $115.63, 100% at $120.84 and 125% at $126.23.

F4: 2002 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: 25% at $72.38, 40% at $75.73, 55% at $79.20, 75% at $82.80, 100% at $86.53 and 125% at $90.39.

F5: 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.

F6: Phantom stock units allocated to the reporting persons Boeing Stock Unit (BSUs) account under the Incentive Compensation Plan. BSUs vest and are payable in cash or stock three years after the award.

F7: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.