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: 2015-02-02

Reporting Person: Muilenburg Dennis A (Vice Chair, President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-01	Common Stock	G	3270.0000	$0.0000	Disposed	123799.2400	Direct
2014-10-30	Common Stock	G	4085.0000	$0.0000	Disposed	120830.5700	Direct
2015-02-02	Common Stock	M	17198.0000	$63.8300	Acquired	138586.5700	Direct
2015-02-02	Common Stock	M	10800.0000	$74.4450	Acquired	149386.5700	Direct
2015-02-02	Common Stock	S	27998.0000	$144.3820	Disposed	121388.5700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-02	Stock Option (Right to Buy)	$63.8300	M	17198.0000	Disposed	2020-02-22	Common Stock (17198.0000)	Direct
2015-02-02	Stock Option (Right to Buy)	$74.4450	M	10800.0000	Disposed	2016-02-27	Common Stock (10800.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1128.9800	Indirect
Common Stock	20.0000	Indirect
Common Stock	4504.1700	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 $144.00 to $144.84 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 the purchase of 34,395 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.