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BOEING CO Director's Dealing 2014

May 1, 2014

14815_dirs_2014-05-01_f2a7088e-8179-49b0-9438-edfb720fddf5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2014-04-29

Reporting Person: Denson-Low Wanda K (SVP)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-04-29 Common Stock S 13643.0000 $127.5940 Disposed 11611.5500 Direct
2014-04-30 Common Stock M 7505.0000 $75.9650 Acquired 19116.5500 Direct
2014-04-30 Common Stock M 6494.0000 $75.3950 Acquired 25610.5500 Direct
2014-04-30 Common Stock M 5931.0000 $71.4350 Acquired 31541.5500 Direct
2014-04-30 Common Stock S 19930.0000 $129.1010 Disposed 11611.5500 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-04-30 Stock Option (Right to Buy) $71.4350 M 5931.0000 Disposed 2021-02-22 Common Stock (5931.0000) Direct
2014-04-30 Stock Option (Right to Buy) $75.9650 M 7505.0000 Disposed 2023-02-25 Common Stock (7505.0000) Direct
2014-04-30 Stock Option (Right to Buy) $75.3950 M 6494.0000 Disposed 2022-02-27 Common Stock (6494.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2198.6200 Indirect
Common Stock 8494.3300 Indirect

Footnotes

F1: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $127.46 to $127.82 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F2: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $129.00 to $129.28 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F3: The option was fully vested on February 22, 2014.

F4: Represents an option grant for the purchase of 22,074 shares vesting over a period of three years from the date of grant (February 25, 2013), 34% on February 25, 2014, 33% on February 25, 2015 and 33% on February 25, 2016.

F5: Represents an option grant for the purchase of 19,680 shares vesting over a period of three years from the date of grant (February 27, 2012), 34% on February 27, 2013, 33% on February 27, 2014 and 33% on February 27, 2015.