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: Downey Thomas J (SVP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-03	Common Stock	M	12732.0000	$35.5700	Acquired	73398.8000	Direct
2015-02-03	Common Stock	M	5600.0000	$74.4450	Acquired	78998.8000	Direct
2015-02-03	Common Stock	S	18332.0000	$147.5430	Disposed	60666.8000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-03	Stock Option (Right to Buy)	$35.5700	M	12732.0000	Disposed	2019-02-23	Common Stock (12732.0000)	Direct
2015-02-03	Stock Option (Right to Buy)	$74.4450	M	5600.0000	Disposed	2016-02-27	Common Stock (5600.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4248.1500	Indirect
Common Stock	3858.7600	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 $147.50 to $147.63 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 19,290 shares vesting over a period of three years from the date of grant (February 23, 2009), 34% on February 23, 2010, 33% on February 23, 2011 and 33% on February 23, 2012.

F4: Represents an option grant for 5,600 shares vesting over a period of three years from the date of grant (February 27, 2006), 34% on February 27, 2007, 33% on February 27, 2008 and 33% on February 27, 2009.