BOEING CO — Director's Dealing 2015

Feb 21, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2015-02-15

Reporting Person: Allen Bertrand Marc (SVP, President, Boeing Int'l)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7742.1700	Direct
Common Stock	677.7000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$75.3950	2022-02-27	Common Stock (3140.0000)		Direct
Stock Option (Right to Buy)	$75.9650	2023-02-25	Common Stock (6881.0000)		Direct

Footnotes

F1: Represents restricted stock units of which 2,261.73 will vest on February 27, 2015, 2,252.90 will vest on February 25, 2016, 2,045.03 will vest on January 17, 2017 and 1,182.51 will vest on February 24, 2017; 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 9,512 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.

F3: Represents the outstanding balance of an option grant for the purchase of 10,425 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.