BOEING CO — Director's Dealing 2009

Sep 11, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2009-09-01

Reporting Person: Muilenburg Dennis A (EVP, Pres. & CEO, IDS)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19275.96	Direct
Common Stock	1042.12	Indirect
Common Stock	20	Indirect
Common Stock	3950.58	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Shares	$	2010-02-28	Common Stock (1194.19)		Direct
Stock Option (Right to Buy)	$35.57	2019-02-23	Common Stock (14838)		Direct
Stock Option (Right to Buy)	$74.445	2016-02-27	Common Stock (10800)		Direct
Stock Option (Right to Buy)	$83.93	2018-02-25	Common Stock (10100)		Direct
Stock Option (Right to Buy)	$89.645	2017-02-26	Common Stock (8700)		Direct
Deferred Compensation Units	$		Common Stock (18162.66)		Indirect

Footnotes

F1: Includes 4,675.96 restricted stock units that will vest and settle in shares of the Company's common stock on a one-for-one basis on February 23, 2012.

F2: 2005 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 $74.49, 30% at $79.82, 45% at $85.14, 60% at $90.46, 75% at $95.78, 90% at $101.10, 100% at $106.42, 110% at $111.74, 120% at $117.06, and 125% at $119.72. The number of shares shown represents the remaining unvested 2005 Performance Shares that would vest if the 100% dollar level of $106.42 is reached for the specified period.

F3: Performance shares convert into common stock on a 1-for-1 basis on vesting.

F4: The options vest over a period of three years from the date of grant (February 23, 2009), with 34% vesting after the first year, on February 23, 2010, 33% vesting after the second year, on February 23, 2011, and 33% vesting after the third year, on February 23, 2012.

F5: The options vest over a period of three years from the date of grant (February 25, 2008), with 34% vesting after the first year, on February 25, 2009, 33% vesting after the second year, on February 25, 2010, and 33% vesting after the third year, on February 25, 2011.

F6: The options vest over a period of three years from the date of grant (February 26, 2007), with 34% vesting after the first year, on February 26, 2008, 33% vesting after the second year, on February 26, 2009, and 33% vesting after the third year, on February 26, 2010.

F7: Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash at the election of the holder, except that (i) company matching deferred stock units are payable only in stock and are forfeited upon termination for any reason other than retirement, death, disability or layoff and (ii) units acquired upon deferral of certain performance shares are payable only in stock.

F8: Phantom stock units are convertible into common stock on a 1-for-1 basis.