BOEING CO — Director's Dealing 2015

Feb 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2015-02-18

Reporting Person: LUTTIG J MICHAEL (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	M	47050.0000	$88.7250	Acquired	118688.4700	Direct
2015-02-18	Common Stock	M	38000.0000	$89.6450	Acquired	156688.4700	Direct
2015-02-18	Common Stock	S	85050.0000	$150.7700	Disposed	71638.4700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-18	Stock Option (Right to Buy)	$89.6450	M	38000.0000	Disposed	2017-02-26	Common Stock (38000.0000)	Direct
2015-02-18	Stock Option (Right to Buy)	$88.7250	M	47050.0000	Disposed	2016-05-11	Common Stock (47050.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	453.7300	Indirect

Footnotes

F1: The price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $150.49 to $151.06 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: Represents an option grant for the purchase of 38,000 shares vesting over a period of three years from the date of grant (February 26, 2007), 34% on February 26, 2008, 33% on February 26, 2009 and 33% on February 26, 2010.

F3: Represents an option grant for the purchase of 47,050 shares vesting over a period of three years from the date of grant (May 11, 2006), 34% on May 11, 2007, 33% on May 11, 2008 and 33% on May 11, 2009.