BOEING CO — Director's Dealing 2015

Feb 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2015-02-03

Reporting Person: KEATING TIMOTHY JOHN (SVP, Government Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-03	Common Stock	M	23909.0000	$63.8300	Acquired	111067.9200	Direct
2015-02-03	Common Stock	M	22999.0000	$35.5700	Acquired	134066.9200	Direct
2015-02-03	Common Stock	S	46908.0000	$147.6290	Disposed	87158.9200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-03	Stock Option (Right to Buy)	$63.8300	M	23909.0000	Disposed	2020-02-22	Common Stock (23909.0000)	Direct
2015-02-03	Stock Option (Right to Buy)	$35.5700	M	22999.0000	Disposed	2019-02-23	Common Stock (22999.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	423.8200	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 $147.26 to $147.98 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: Represents an option grant for 23,909 shares vesting over a period of three years from the date of grant (February 22, 2010), 34% on February 22, 2011, 33% on February 22, 2012 and 33% on February 22, 2013.

F4: Represents an option grant for 22,999 shares vesting over a period of three years from the date of grant (February 23, 2009), 34% vesting on February 23, 2010, 33% on February 23, 2011 and 33% on February 23, 2012.