BOEING CO — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2014-02-18

Reporting Person: Conner Raymond L. (Vice Chair, Pres. & CEO, BCA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-18	Common Stock	M	8700.0000	$89.6450	Acquired	89480.0800	Direct
2014-02-18	Common Stock	M	7128.0000	$74.4450	Acquired	96608.0800	Direct
2014-02-18	Common Stock	S	15828.0000	$130.2830	Disposed	80780.0800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Stock Option (Right to Buy)	$89.6450	M	8700.0000	Disposed	2017-02-26	Common Stock (8700.0000)	Direct
2014-02-18	Stock Option (Right to Buy)	$74.4450	M	7128.0000	Disposed	2016-02-27	Common Stock (7128.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	418.1400	Indirect
Common Stock	8674.8700	Indirect

Footnotes

F1: Includes adjustments for dividends accrued.

F2: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $130.25 to $130.33 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 26, 2010.

F4: The option was fully vested on February 27, 2009.