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BOEING CO Director's Dealing 2014

Apr 8, 2014

14815_dirs_2014-04-07_da88d7ab-68fd-40dc-bfa5-d57e323cefb2.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: 2014-04-01

Reporting Person: Verbeck Robert E (VP Fin. & Corporate Controller)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 12444.2000 Direct
Common Stock 844.2300 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Deferred Compensation Units $ Common Stock (3964.6100) Direct
Stock Option (Right to Buy) $71.4350 2021-02-22 Common Stock (2158.0000) Direct
Stock Option (Right to Buy) $75.3950 2022-02-27 Common Stock (6079.0000) Direct
Stock Option (Right to Buy) $75.9650 2023-02-25 Common Stock (11796.0000) Direct

Footnotes

F1: Includes an aggregate of 11,297.20 restricted stock units of which 2,153.45 will vest on February 27, 2015, 7,600.75 will vest on February 25, 2016 and 1,543 will vest on February 24, 2017; restricted stock units are settled in shares of the Company's common stock on a one-for-one basis.

F2: Each deferred compensation unit is convertible into one share of the issuer's common stock or the economic equivalent thereof. Deferred compensation units are payable in stock or cash at the election of the holder following the holder's termination of employment with the issuer, 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.

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

F4: Represents the outstanding balance of an option grant for the purchase of 9,210 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.

F5: Represents an option grant for the purchase of 11,796 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.