UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97469 / May 10, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21140

In the Matter of

The Boeing Company ,

Respondent.

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ORDER APPOINTING 

FUND ADMINISTRATOR AND 

SETTING ADMINISTRATOR’S 

BOND AMOUNT

ADMINISTRATIVE PROCEEDING

File No. 3-21141

In the Matter of

Dennis A. Muilenburg,

Respondent.

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On September 22, 2022, the Commission issued two separate, but related Orders (the 

“Orders”)1against The Boeing Company (“Boeing”) and Dennis A. Muilenburg (“Muilenburg”)

(collectively, the “Respondents”). In the Orders, the Commission found that the Respondents

failed to exercise reasonable care in making statements to the public following two fatal 

accidents (the Lion Air Flight 610 and Ethiopian Airlines Flight 302) involving its new 737 

1

 Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making 

Findings, and Imposing a Cease-and-Desist Order, Securities Act Rel. No. 11105 (Sept. 22, 2022), (Admin. Proc. 

File No. 3-21140); Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 

1933, Making Findings, and Imposing a Cease-and-Desist Order, Securities Act Rel. No. 11106 (Sept. 22, 2022), 

(Admin. Proc. File No. 3-21141). 
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MAX line of aircraft. Those failures resulted in Respondents making materially misleading 

statements to investors in Boeing’s November 27, 2018 press release about the Lion Air crash 

and in Muilenburg’s public statements in April 2019 following the Ethiopian Airlines crash. By 

failing to exercise reasonable care to ensure those statements provided all facts necessary to 

make those statements to investors not misleading under the circumstances, Boeing and 

Muilenburg violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933. 

In their respective Orders, the Commission ordered Boeing and Muilenburg to pay 

$200,000,000 and $1,000,000 in civil money penalties, respectively, to the Commission. In each 

of the Orders, the Commission also created a Fair Fund, pursuant to Section 308(a) of the 

Sarbanes-Oxley Act of 2002, so the penalties paid can be distributed to harmed investors, and 

further ordered that it may be combined with any other distribution fund or fair fund arising out 

of the same facts that are the subject of the Order.

The Respondents have paid in full. In accordance with the Orders, the $201,000,000 paid 

by the Respondents has been combined (collectively, the “Fair Fund”) and deposited in a 

Commission-designated account at the United States Department of the Treasury for distribution 

to harmed investors. Any accrued interest will be added to the Fair Fund for the benefit of 

harmed investors. 

The Division of Enforcement now seeks the appointment of Epiq Class Action & Claims 

Solutions, Inc. (“Epiq”) as the fund administrator and requests that the administrator’s bond be 

set at $201,000,000. Epiq is included in the Commission’s approved pool of administrators.

Accordingly, IT IS HEREBY ORDERED that Epiq is appointed as the fund 

administrator, pursuant to Rule 1105(a) of the Commission’s Rules on Fair Fund and 
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Disgorgement Plans (“Commission’s Rules”),2and shall obtain a bond in accordance with Rule 

1105(c) of the Commission’s Rules,3in the amount of $201,000,000.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.4

Vanessa A. Countryman

Secretary 

2

 17 C.F.R. § 201.1105(a).

3

 17 C.F.R. § 201.1105(c).

4

 17 C.F.R. § 200.30-4(a)(17).