BOEING CO — Director's Dealing 2014

Jan 7, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2013-12-31

Reporting Person: Chadwick Christopher M (EVP, Pres. & CEO, BDS)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32335.7300	Direct
Common Stock	1005.4000	Indirect
Common Stock	2040.0800	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Compensation Units	$		Common Stock (11666.3800)		Direct
Phantom Stock Units	$		Common Stock (1810.6900)		Direct
Stock Option (Right to Buy)	$71.4350	2021-02-22	Common Stock (13898.0000)		Direct
Stock Option (Right to Buy)	$75.3950	2022-02-27	Common Stock (16199.0000)		Direct
Stock Option (Right to Buy)	$75.9650	2023-02-25	Common Stock (19321.0000)		Direct
Stock Option (Right to Buy)	$83.9300	2018-02-25	Common Stock (10100.0000)		Direct
Stock Option (Right to Buy)	$89.6450	2017-02-26	Common Stock (8700.0000)		Direct

Footnotes

F1: Includes an aggregate of 32,323.73 restricted stock units of which 3,714.12 will vest on February 22, 2014, 24,526.20 will vest on February 27, 2015 and 4,083.41 will vest on February 25, 2016; restricted stock units settle in shares of the issuer'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: Each phantom stock unit is the economic equivalent of one share of the issuer's common stock. The reported phantom stock units were acquired under the issuer's excess benefit plan and are to be settled following the reporting person's termination of service with the issuer.

F4: Represents an option for the purchase of 13,898 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: Represents an option grant for the purchase of 16,199 shares vesting over a period of three years from the date of grant (February 27, 2012), with 34% on February 27, 2013, 33% on February 27, 2014 and 33% on February 27, 2015.

F6: Represents an option grant for the purchase of 19,321 shares vesting over a period of three years from the date of grant (February 25, 2013), with 34% on February 25, 2014, 33% on February 25, 2015 and 33% on February 25, 2016.

F7: The option was fully vested on February 25, 2011.

F8: The option was fully vested on February 26, 2010.