Obligation Boing 6.125% ( US097023AU94 ) en USD

Boing

107.861 % ▲

Etas-Unis

US097023AU94 ( en USD )

6.125% par an ( paiement semestriel )

15/02/2033

Prospectus brochure de l'obligation Boeing US097023AU94 en USD 6.125%, échéance 15/02/2033

1 000 USD

400 000 000 USD

097023AU9

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/02/2026 ( Dans 111 jours )

Boeing est un important fabricant américain d'avions commerciaux et militaires, de systèmes de défense et de sécurité, et de lanceurs spatiaux.

L'Obligation émise par Boing ( Etas-Unis ) , en USD, avec le code ISIN US097023AU94, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2033

L'Obligation émise par Boing ( Etas-Unis ) , en USD, avec le code ISIN US097023AU94, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Boing ( Etas-Unis ) , en USD, avec le code ISIN US097023AU94, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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FILED PURSUANT TO RULE 424(b)
(5)
REGISTRATION NO. 333-99509
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 20, 2002
$1,000,000,000

$600,000,000 51/8% Notes Due February 15, 2013
$400,000,000 61/8% Notes Due February 15, 2033
We will pay interest on the notes each February 15 and August 15. The first interest payment will be made
on August 15, 2003.
We may redeem the notes in whole or in part at our option and in whole if certain events occur involving
changes in United States taxation, as set forth in this prospectus supplement.
We have applied to have the notes listed on the Luxembourg Stock Exchange.
Underwriting
Proceeds
Price
Discounts and
to The Boeing

to Public(1)

Commissions

Company

Per note due 2013

99.458%
.450%
99.008%
Total

$ 596,748,000
$
2,700,000
$
594,048,000
Per note due 2033

98.142%
.875%
97.267%
Total

$ 392,568,000
$
3,500,000
$
389,068,000
(1)
Plus accrued interest, if any from February 11, 2003.
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The underwriters expect to deliver the notes to purchasers in book entry form only through the Depository
Trust Company, Clearstream, Luxembourg or the Euroclear System, as the case may be, on or about February 11,
2003.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the related prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Joint Bookrunners
Credit Suisse First Boston
Deutsche Bank Securities
JPMorgan
Senior Co-Managers
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Barclays Capital
BNP PARIBAS
Credit Lyonnais Securities
Merrill Lynch & Co.
Morgan Stanley
Salomon Smith Barney
UBS Warburg
Wachovia Securities

Co-Managers
ABN AMRO Incorporated
Banco Bilbao Viscaya Argentaria S.A.
Bayerische Landesbank
BNY Capital Markets, Inc.
Daiwa Securities SMBC Europe
McDonald Investments Inc.
Mizuho International plc
PNC Capital Markets, Inc.
RBC Capital Markets
SG Cowen
Standard Chartered Bank
The Mitsubishi Trust and
Banking Corporation
The Royal Bank of Scotland
Tokyo-Mitsubishi International plc
U.S. Bancorp Piper Jaffray
The date of this prospectus supplement is February 6, 2003.
TABLE OF CONTENTS
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Prospectus Supplement
Page

THE BOEING COMPANY

S-3
INCORPORATION BY REFERENCE

S-3
RECENT DEVELOPMENTS

S-3
USE OF PROCEEDS

S-3
RATIO OF EARNINGS TO FIXED
CHARGES

S-4
SELECTED FINANCIAL INFORMATION

S-5
CAPITALIZATION

S-6
DESCRIPTION OF NOTES

S-7
CERTAIN U.S. FEDERAL INCOME TAX
CONSEQUENCES

S-15
UNDERWRITING

S-18
NOTICE TO CANADIAN RESIDENTS

S-21
GENERAL INFORMATION

S-22
Prospectus
Page

CAUTIONARY NOTE ABOUT FORWARD-LOOKING INFORMATION

1
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION BY REFERENCE

2
THE BOEING COMPANY

3
ABOUT THIS PROSPECTUS

3
RATIO OF EARNINGS TO FIXED
CHARGES

4
SELECTED FINANCIAL INFORMATION

5
ADDITIONAL FINANCIAL INFORMATION

6
USE OF PROCEEDS

7
DESCRIPTION OF DEBT SECURITIES

7
PLAN OF DISTRIBUTION

19
LEGAL MATTERS

20
EXPERTS

20
You should rely only on the information contained in this prospectus supplement and the
accompanying prospectus or incorporated by reference in these documents. This prospectus supplement
should be read in conjunction with the accompanying prospectus. We have not authorized anyone to
provide you with information that is different. This document may only be used where it is legal to sell
these securities. The information in this document may only be accurate on the date of this document.
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This prospectus supplement and the accompanying prospectus include information provided in order to
comply with the rules governing the listing of securities on the Luxembourg Stock Exchange. We are responsible
for the accuracy of the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We cannot guarantee that listing will be obtained on the Luxembourg Stock
Exchange. Inquiries regarding our listing status on the Luxembourg Stock Exchange should be directed to our
Luxembourg listing agent, J.P. Morgan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg.
The distribution of this prospectus supplement and prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the
prospectus come should inform themselves about and observe any such restrictions. This prospectus supplement
and the prospectus do not constitute, and may not be used in connection with an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
References herein to "$" and "dollars" are to the currency of the United States. The financial information
presented or incorporated by reference herein has been prepared in accordance with Generally Accepted
Accounting Principles in the United States. References to "notes" are to the notes due 2013 together with the
notes due 2033.
S-2
THE BOEING COMPANY
The Boeing Company is one of the world's major aerospace firms. Boeing is the parent company for
approximately 250 wholly-owned subsidiaries and has customers in 145 countries around the world. Boeing
operates in three principal areas: Commercial Airplanes, Integrated Defense Systems, and Commercial Aircraft
Financing conducted by Boeing Capital Corporation.
Boeing is a Delaware corporation with headquarters located at 100 North Riverside, Chicago, Illinois 60606-
1596, telephone number (312) 544-2000. Boeing was incorporated in 1916 and has a perpetual existence. Unless
the context otherwise indicates, the terms "we," "us," or "Boeing" mean The Boeing Company and its wholly-
owned subsidiaries on a consolidated basis.
INCORPORATION BY REFERENCE
The Securities and Exchange Commission ("SEC") allows us to "incorporate by reference" the documents
we file with it, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of this prospectus supplement. We
publish annual audited consolidated financial statements and quarterly unaudited financial statements. We
incorporate by reference the documents listed below and any future filings we will make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act:
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·
Annual Report on Form 10-K for the year ended December 31, 2001;
·
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2002, June 30, 2002
and September 30, 2002, respectively; and
·
Current Reports on Form 8-K filed on October 4, 2002, October 21, 2002 and February 6, 2003.
We will provide a copy of the documents we incorporate by reference, at no cost, to any person who
receives this prospectus. To request a copy of any or all of these documents, you should write to us at The Boeing
Company, 100 North Riverside, Chicago, Illinois 60606-1596, Attention: Shareholder Services, or call us at
(312) 544-2835. In addition, you may receive copies of all of our filings with the SEC that are incorporated by
reference in this prospectus supplement and the accompanying prospectus, including our annual audited
consolidated financial statements and our quarterly unaudited financial statements for the most recent two years,
free of charge at the office of our Luxembourg listing agent, J.P. Morgan Bank Luxembourg S.A., located at
5 Rue Plaetis, L-2338 Luxembourg.
RECENT DEVELOPMENTS
Certain information relating to our quarter and year ended December 31, 2002 is contained in our Current
Report on Form 8-K dated February 6, 2003, which can be obtained from the Internet site of the SEC at http://
www.sec.gov and which is incorporated herein by reference.
USE OF PROCEEDS
We will use the net proceeds from this offering, estimated to be $982.4 million after deducting our expenses,
for general corporate purposes. Pending the use of the net proceeds, we expect to invest the proceeds in short-
term interest-bearing instruments.
S-3
RATIO OF EARNINGS TO FIXED CHARGES
We present below the computation of the ratio of our earnings to our fixed charges. Earnings consist of
earnings before federal taxes on income, fixed charges adjusted for capitalized interest and amortization of
previously capitalized interest and net adjustments for earnings of affiliates. Fixed charges consist of interest on
borrowings, both expensed and capitalized, and that portion of rental expense we believe to be representative of
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interest.

For the years ended December 31,

Nine months

ended
September 30,
2001
2000
1999
1998
1997

2002

(dollars in millions)

Earnings before federal taxes on income
$
2,331 $
3,564 $
2,999 $
3,324 $
1,397 $
(341)
Fixed charges excluding capitalized interest

572
698
481
483
507
552
Amortization of previously capitalized interest
49
65
71
80
75
97
Net adjustment for earnings from affiliates

65
11
(44)
(8)
(18)
4

Earnings available for fixed charges
$
3,017 $
4,338 $
3,507 $
3,879 $
1,961 $
312

Fixed charges:

Interest expense
$
536 $
650 $
445 $
431 $
453 $
513
Interest capitalized during the period

66
80
82
81
65
61
Rentals deemed representative of an interest
factor

36
48
36
52
54
39

Total fixed charges
$
638 $
778 $
563 $
564 $
572 $
613

Ratio of earnings to fixed charges

4.7
5.6
6.2
6.9
3.4
0.5

S-4
SELECTED FINANCIAL INFORMATION
The selected consolidated financial data for each of the years ended December 31, 2001, 2000, 1999 and
1998 have been derived from our audited consolidated financial statements. The selected consolidated financial
data for the year ended December 31, 2002 is unaudited. The information set forth below does not reflect all
reclassifications or changes in presentation that may be made in the financial statements to be filed in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002. In the case of 2002, the
amounts we report following the completion of our audit may differ from the unaudited amounts presented
herein. The information presented below is only a summary and should be read in conjunction with the
consolidated financial statements incorporated herein by reference in this prospectus, copies of which can be
obtained free of charge.
See "Incorporation by Reference" herein and "Where You Can Find More Information" in the
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accompanying prospectus.
For the years ended December 31,

2002
2001
2000
1999
1998

(unaudited)

(in millions, except per share data)

Operations information:

Sales and other operating revenues
$
54,069 $
58,198 $
51,321 $
57,993 $
56,154
Operating earnings
$
3,868 $
3,896 $
3,058 $
3,170 $
1,567
Net earnings before cumulative effect of
accounting change
$
2,319 $
2,826 $
2,128 $
2,309 $
1,120
Basic earnings per share before cumulative
effect of accounting change
$
2.90 $
3.46 $
2.48 $
2.52 $
1.16
Diluted earnings per share before cumulative
effect of accounting change
$
2.87 $
3.41 $
2.44 $
2.49 $
1.15
Cash dividends paid per share
$
0.68 $
0.68 $
0.56 $
0.56 $
0.56
Financial position information:

Total assets
$
52,269 $
48,058 $
42,677 $
36,147 $
37,024
Long-term debt
$
12,589 $
10,866 $
7,567 $
5,980 $
6,103
Total shareholders' equity
$
7,714 $
10,825 $
11,020 $
11,462 $
12,316
S-5
CAPITALIZATION
The following table sets forth our unaudited consolidated capitalization at December 31, 2002 and as
adjusted to give effect to the issuance and sale of the notes and the assumed application of the proceeds
therefrom. No other change in our unaudited consolidated capitalization since December 31, 2002 is reflected in
the "As Adjusted" column. The information set forth below does not reflect all reclassifications or changes in
presentation that may be made in the financial statements to be filed in the Company's Annual Report on
Form 10-K for the year ended December 31, 2002. The amounts we report following the completion of our audit
may differ from the unaudited amounts presented herein. The information is only a summary and should be read
together with the financial information incorporated by reference in this prospectus supplement and the
accompanying prospectus and which can be obtained free of charge. See "Incorporation by Reference" herein and
"Where You Can Find More Information" in the accompanying prospectus.
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At December 31, 2002

(unaudited)

Actual
As Adjusted

(Dollars in Millions)

Liabilities and Shareholders' Equity:

Accounts payable and other liabilities
$
13,648 $
13,648
Advances in excess of related costs

3,123
3,123
Income taxes payable

1,134
1,134
Short-term debt and current portion of long-term debt

1,814
1,814

Total current liabilities

19,719
19,719
Deferred income taxes

Accrued retiree health care

5,434
5,434
Accrued pension plan liability

6,271
6,271
Deferred lease income

542
542
Long-term debt

12,589
13,589
Shareholders' equity:

Common shares, par value $5.00--1,200,000,000 shares authorized; Shares issued
--1,011,870,159

5,059
5,059
Additional paid-in capital

2,141
2,141
Treasury shares, at cost--171,834,950

(8,397)
(8,397)
Preferred shares, par value $1.00--20,000,000 shares authorized; Shares issued--0
--
--
Retained earnings

14,262
14,262
Accumulated other comprehensive income

(4,027)
(4,027)
ShareValue Trust shares--40,373,809

(1,324)
(1,324)

Total shareholders' equity

7,714
7,714

Total capitalization
$
52,269 $
53,269

S-6
DESCRIPTION OF NOTES
The following description of the particular terms of the notes due 2013 and the notes due 2033 supplements,
and to the extent inconsistent, replaces the description of the general terms and provisions of the debt securities
set forth in the prospectus.
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General
The notes will be issued under a Senior Indenture between the Company and JPMorgan Chase Bank, as
Trustee, dated as of February 1, 2003. A form of the Senior Indenture has been filed as an exhibit to the
Registration Statement of which the accompanying prospectus is a part. The notes will be unsecured and will
have the same rank as all of our other unsecured and unsubordinated debt. Each series of notes will bear interest
from February 11, 2003 at the applicable annual rate of interest stated on the cover page of this prospectus
supplement. Interest on the notes will be payable semiannually on February 15 and August 15 commencing
August 15, 2003, to the persons in whose names such securities are registered at the close of business on the
February 1 or August 1 preceding each February 15 or August 15, payable in equal semi-annual installments.
Interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Unless
previously redeemed, repurchased or cancelled as provided below, the notes due 2013 will mature at par on
February 15, 2013 and the notes due 2033 will mature at par on February 15, 2033. If an interest payment date or
the maturity date falls on a day that is not a business day, the payment will be made on the next business day as if
it were made on the date the payment was due, and no interest will accrue on the amount so payable for the
period from and after that interest payment date or the maturity date, as the case may be. A "business day," as
used in this prospectus supplement, means any day except Saturday or Sunday or any day on which banks are
permitted or required by applicable law or regulation to close in the place in which payment on the notes is
required, as the case may be.
The notes will be subject to defeasance as provided in "Description of the Debt Securities--Discharge and
Defeasance" in the accompanying prospectus. The notes will be issued in denominations of $1,000 and integral
multiples of $1,000.
We may, without the consent of the holders of notes, issue additional securities having the same ranking and
the same interest rate, maturity and other terms as the notes and with the same CUSIP number; provided,
however, that no such additional securities may be issued unless such additional securities are fungible with the
notes for U.S. federal income tax purposes. Any additional securities having such similar terms, together with the
notes, will constitute a single series of securities under the Senior Indenture. No additional securities may be
issued if an event of default has occurred with respect to the applicable series of notes.
We have appointed J.P. Morgan Bank Luxembourg S.A., as paying agent and transfer agent in Luxembourg
with respect to the notes. As long as the notes are listed on the Luxembourg Stock Exchange, the Company will
maintain a paying agent and transfer agent in Luxembourg, and the Luxembourg Stock Exchange will be
informed of any change in the Luxembourg paying agent and transfer agent and any such change will be
published in Luxembourg. See "--Notices" below.
Optional Redemption
The notes will be redeemable, as a whole or in part, at our option, at any time or from time to time, on at
least 30 days, but not more than 60 days, prior notice to holders of the notes given in accordance with "--
Notices" below, at a redemption price equal to the greater of:
·
100% of the principal amount of the notes to be redeemed, together with any accrued and unpaid
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interest to the redemption date; or
·
the sum of the present values of the Remaining Scheduled Payments, as defined below,
discounted, on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months,
S-7
at the Treasury Rate, as defined below, plus 20 basis points in the case of notes due 2013 and 25
basis points in the case of notes due 2033, plus in all cases, any accrued and unpaid interest to the
date of redemption.
"Treasury Rate" means, with respect to any redemption date for the notes:
·
the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated "H.15(519)" or any
successor publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue; provided that if no maturity is within three
months before or after the maturity date for the notes, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate
will be interpolated or extrapolated from those yields on a straight line basis rounding to the
nearest month; or
·
if that release, or any successor release, is not published during the week preceding the calculation
date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that redemption date.
The Treasury Rate will be calculated by us on the third business day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers, to be appointed by us.
"Comparable Treasury Price" means, with respect to any redemption date for the notes:
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