UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 96425 / December 1, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-21140

In the Matter of

The Boeing Company,

Respondent.

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EXTENSION ORDER

ADMINISTRATIVE PROCEEDING

File No. 3-21141

In the Matter of

Dennis A. Muilenburg,

Respondent.

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The Division of Enforcement (“Division”) has requested an extension of time until 

December 6, 2023 to submit a Proposed Plan of Distribution under Rule 1101(a) of the 

Commission’s Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1101(a).

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

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

 

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 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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(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.

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 created a Fair Fund, pursuant to Section 308(a) of the SarbanesOxley 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 an 

interest-bearing account at the U.S. 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.

In its request for an extension of time, the Division states that additional time is needed to 

complete the fund administrator solicitation and appointment process, develop the distribution 

methodology, and prepare the proposed plan of distribution.
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Accordingly, for good cause shown, IT IS HEREBY ORDERED that the Division’s 

request for an extension of time until December 6, 2023 to submit a Proposed Plan of 

Distribution is granted. 

For the Commission, by the Division of Enforcement, pursuant to delegated authority.2

Vanessa A. Countryman

Secretary 

 

2

 17 C.F.R. § 200.30-4(a)(21)(i).