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BOEING CO Director's Dealing 2012

Feb 9, 2012

14815_dirs_2012-02-09_8db4fb18-c25f-47ed-84ea-67ae383c5dc4.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: 2012-02-01

Reporting Person: Sands Diana L (VP Fin. & Corporate Controller)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 11624.8900 Direct
Common Stock 304.9400 Indirect
Common Stock 1882.0100 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $35.3700 2019-02-23 Common Stock (2243.0000) Direct
Stock Option (Right to Buy) $63.8300 2020-02-22 Common Stock (5632.0000) Direct
Stock Option (Right to Buy) $71.4350 2021-02-22 Common Stock (8519.0000) Direct
Stock Option (Right to Buy) $74.4450 2016-02-27 Common Stock (5600.0000) Direct
Stock Option (Right to Buy) $83.9300 2018-02-25 Common Stock (5200.0000) Direct
Stock Option (Right to Buy) $89.6450 2017-02-26 Common Stock (4500.0000) Direct

Footnotes

F1: Includes an aggregate of 8,695.89 restricted stock units of which 2,286.72 will vest on February 23, 2012, 2,192.06 will vest on February 22, 2013 and 4,217.11 will vest on February 22, 2014; restricted stock units are settled in shares of the issuer's common stock on a one-for-one basis.

F2: Represents the outstanding balance of an option grant for the purchase of 6,795 shares vesting over a period of three years from the date of grant (February 23, 2009), with 34% vesting on February 23, 2010, 33% vesting on February 23, 2011 and 33% vesting on February 23, 2012.

F3: Represents the outstanding balance of an option grant for the purchase of 8,532 shares vesting over a period of three years from the date of grant (February 22, 2010), with 34% vesting on February 22, 2011, 33% vesting on February 22, 2012 and 33% vesting on February 22, 2013.

F4: Represents an option grant for the purchase of 8,519 shares vesting over a period of three years from the date of grant (February 22, 2011), with 34% vesting on February 22, 2012, 33% vesting on February 22, 2013 and 33% vesting on February 22, 2014.

F5: The option was fully vested on February 27, 2009.

F6: The option was fully vested on February 25, 2011.

F7: The option was fully vested on February 26, 2010.