UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99467 / February 5, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21140

In the Matter of

The Boeing Company,

Respondent.

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ORDER APPROVING 

APPLICATION OF FUND 

ADMINISTRATOR FOR PAYMENT 

OF FEES AND EXPENSES AND 

APPROVAL OF FUTURE FEES 

AND EXPENSES

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 

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. 

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 (September 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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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. Any accrued 

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

On May 10, 2023, the Division of Enforcement, pursuant to delegated authority, issued 

an order appointing Epiq Class Action & Claims Solutions, Inc. as the fund administrator of the 

Fair Fund and set the administrator’s bond amount.2

In accordance with Rule 1105(d) of the Commission’s Rules,3the Fund Administrator 

has submitted to the Commission staff two invoices for services rendered from July 1, 2023,

through August 31, 2023, totaling $1,125.00. The Commission staff has reviewed the Fund 

Administrator’s invoices, confirmed that the services have been provided, and finds the fees and 

expenses of $1,125.00 to be reasonable. The Commission staff has requested that the 

Commission authorize the Office of Financial Management (“OFM”) to pay the Fund 

Administrator’s fees and expenses of $1,125.00 from the Fair Fund in accordance with Rule 

1105(e) of the Commission’s Rules.4 

Additionally, to expedite and streamline the process for future payments, the Commission 

staff has requested that the Commission authorize OFM, at the direction of an Assistant Director 

of the Office of Distributions, to pay the Fund Administrator’s future fees and expenses from the 

Fair Fund so long as the total amount paid to the Fund Administrator, including the invoice to be 

paid, does not exceed the total amount of the approved cost proposal submitted by the Fund 

Administrator.

2 Order Appointing Fund Administrator and Set the Administrator’s Bond Amount, Exchange Act Rel. No. 97469 

(May 10, 2023).

3 17 C.F.R. § 201.1105(d).

4 17 C.F.R. § 201.1105(e).
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Accordingly, it is hereby ORDERED, pursuant to Rule 1105(d) of the Commission’s 

Rules,5that OFM pay the Fund Administrator’s fees and expenses of $1,125.00 from the Fair 

Fund in accordance with Rule 1105(e) of the Commission’s Rules.6 Further, OFM is authorized 

to pay, at the direction of an Assistant Director of the Office of Distributions, any fees and 

expenses of the Fund Administrator from the Fair Fund in accordance with Rule 1105(e) of the 

Commission’s Rules,7so long as the total amount paid to the Fund Administrator, including the 

invoice to be paid, does not exceed the total amount of the approved cost proposal submitted by 

the Fund Administrator.

 For the Commission, by the Division of Enforcement, pursuant to delegated authority.8

Vanessa A. Countryman

Secretary 

5

 17 C.F.R. § 201.1105(d).

6

 17 C.F.R. § 201.1105(e).

7

 17 C.F.R. § 201.1105(e).

8

 17 C.F.R. § 200.30-4(a)(21)(vi).