UNITED STATES OF AMERICA

Agency decision

Ask Donna

What actually matters in this document.

Text

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING

File No. 3-21140

In the Matter of

The Boeing Company,

Respondent.

PROPOSED PLAN OF

DISTRIBUTION

ADMINISTRATIVE PROCEEDING

File No. 3-21141

In the Matter of

Dennis A. Muilenburg,

Respondent.

OVERVIEW

The Division of Enforcement submits this Proposed Plan of Distribution (the

“Plan”) to the United States Securities and Exchange Commission (the “Commission”) pursuant

to Rule 1101 of the Commission’s Rules on Fair Fund and Disgorgement Plans (the

“Commission’s Rules”), 17 C.F.R. § 201.1101. This Plan provides for the distribution of a Fair

Fund (the “Fair Fund”), comprised of civil money penalties paid by The Boeing Company

(“Boeing”) and Dennis A. Muilenburg (“Muilenburg”) (collectively, the “Respondents”) in the

above-captioned matters.1

As described more specifically below, the Plan seeks to compensate investors

who were harmed, by the Respondents’ conduct described in the Orders, in connection with

Respondents making materially misleading statements to investors. As calculated using the

methodology detailed in the Plan of Allocation (attached as Exhibit A), investors will be

compensated for their losses on shares of The Boeing Company common stock (the “Security”)

purchased or acquired between November 28, 2018 and October 17, 2019, inclusive (the

See 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) (collectively, the “Orders”).

“Relevant Period”). In the view of the Commission staff and the Fund Administrator, this

methodology constitutes a fair and reasonable allocation of the Fair Fund.

The Commission has custody of the Fair Fund and shall retain control of the

assets of the Fair Fund. The Plan is subject to approval by the Commission, and the Commission

retains jurisdiction over its implementation.

II.

BACKGROUND

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

instituting and simultaneously settling cease-and-desist proceedings against 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 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 the funds may be combined with any

other distribution 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 and comprises the Fair Fund. The

Fair Fund has been deposited in a Commission-designated account at the U.S. Department of the

Treasury, and any accrued interest will be added to the Fair Fund.

III.

DEFINITIONS

As used in this Plan, the following definitions will apply:

“Administrative Costs” shall mean any administrative costs and expenses,

including without limitation the fees and expenses of the Tax Administrator and the Fund

Administrator, tax obligations, bond premium expenses, and investment and banking costs.

“Claim Form” means the form designed by the Fund Administrator, in

consultation with the Commission staff, for the filing of claims in accordance with this Plan.

The Claim Form will require, at a minimum, sufficient documentation reflecting any Preliminary

Claimant’s purchases and dispositions of the Security during the Relevant Period such that

eligibility under the Plan can be determined, tax identification and other related information from

the Preliminary Claimant as determined necessary by the Fund Administrator in coordination

with the Tax Administrator, and a certification that the Preliminary Claimant is not an Excluded

Party.

“Claim Status Notice” means the notice sent by the Fund Administrator within

ninety (90) days of the Claims Bar Date to any Preliminary Claimant that submitted a deficient

Claim Form. The Claim Status Notice will provide to each Preliminary Claimant whose claim is

deficient, in whole or in part, the reason(s) for the deficiency and in the event the claim is denied,

the Claim Status Notice will state the reason(s) for such denial. The Claim Status Notice will

also notify the Preliminary Claimant of the opportunity to cure any deficiency, request

reconsideration, or dispute the determination made by the Fund Administrator and provide

instructions regarding what is required to do so.

“Claims Bar Date” means the date established in accordance with this Plan by

which a Preliminary Claimant’s Claim Form must be postmarked or submitted electronically in

order to receive consideration under the Plan. The Claims Bar Date shall be ninety (90) days

after the initial mailing of the Plan Notice. Claim Forms submitted by Preliminary Claimants

postmarked or received after the Claims Bar Date will not be accepted unless the Fund

Administrator is directed to do so by the Commission staff.

10.

“Claims Packet” means the materials relevant to submitting a claim that will be

provided to Preliminary Claimants who request such materials through a website or otherwise

prior to the Claims Bar Date. The Claims Packet will include, at a minimum, a copy of the Plan

Notice and a Claim Form (together with instructions for completion of the Claim Form).

11.

“Distribution Payment” means a payment from the Fair Fund to a Payee in

accordance with the terms of this Plan.

12.

“Eligible Claimant” means a Preliminary Claimant, who is not an Excluded

Party, who submitted a valid Claim Form and has suffered a Recognized Loss, as calculated in

accordance with the Plan of Allocation.

13.

“Excluded Party” shall mean:

(a)

The Respondents;

(b)

Present or former officers or directors of Respondents or any assigns,

creditors, heirs, distributees, spouses, parents, dependent children or

controlled entities of any of the foregoing Persons or entities;

(c)

Any employee or former employee of the Respondents or any of its

affiliates who has been terminated for cause or has otherwise resigned, in

connection with the conduct described in the Orders;

(d)

Any Person who, as of the Claims Bar Date, has been the subject of

criminal charges related to the conduct described in the Orders or any

related Commission action;

(e)

Any firm, trust, corporation, officer, or other entity in which Respondents

have or had a controlling interest;

(f)

The Fund Administrator, its employees, and those Persons assisting the

Fund Administrator in its role as the Fund Administrator; or

(g)

Any purchaser or assignee of another Person’s right to obtain a recovery

from the Fair Fund for value; provided, however, that this provision shall

not be construed to exclude those Persons who obtained such a right by

gift, inheritance or devise.

The Claim Form will require claimants to certify that they are not an Excluded Party. All

Excluded Parties will be deemed ineligible to participate in the distribution of the Fair Fund.

14.

“Fair Fund” means the fund created by the Commission pursuant to Section

308(a) of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by Respondents’

violations described in the Orders.

15.

“Net Available Fair Fund” means the Fair Fund, plus any interest or earnings,

less Administrative Costs.

16.

“Payee” means an Eligible Claimant whose Recognized Loss calculates, in

accordance with the Plan of Allocation, to a distribution amount is equal to or greater than

$10.00 who will receive a Distribution Payment.

17.

“Person” means natural individuals as well as legal entities such as corporations,

partnerships, or limited liability companies.

18.

“Plan Notice” means a written notice from the Fund Administrator to Preliminary

Claimants informing them of the Fair Fund; the Plan and its eligibility requirements; explaining

how to submit a claim, including instructions for the online claims process; and how to obtain a

paper copy of the approved Plan and Claim Form by request or from the Fair Fund’s website.

The Plan Notice will also be available on the Fair Fund’s website that is maintained by the Fund

Administrator.

19.

“Plan of Allocation” means the methodology used by the Fund Administrator to

calculate if a Preliminary Claimant has suffered a Recognized Loss. The Plan of Allocation is

attached as Exhibit A.

20.

“Preliminary Claimant” shall mean a Person, or their lawful successors,

identified by the Fund Administrator as having possible claim to recover from the Fair Fund

under this Plan, or a Person asserting prior to the Claims Bar Date that he, she, or it has a

possible claim to recover from the Fair Fund under this Plan, as a result of transactions in the

Security during the Relevant Period.

21.

“Recognized Loss” means the amount of loss calculated in accordance with the

Plan of Allocation.

22.

“Relevant Period” means the period of time between November 28, 2018 and

October 17, 2019, inclusive.

23.

“Security” refers to shares of The Boeing Company common stock registered

with the Commission and traded under the symbol BA.

24.

“Summary Notice” means the notice published in print or internet media that

shall include, at a minimum, a statement of the purpose of the Fair Fund and the Plan, the means

of obtaining a Claims Packet, and the Claims Bar Date. The Summary Notice will be published

one (1) time and will appear within ten (10) days of the initial mailing of the Plan Notice.

25.

“Third-Party Filer” means a third party, including without limitation a nominee,

custodian, or an intermediary holding in street name, who is authorized to submit and submits a

claim(s) on behalf of one or more Preliminary Claimants. Third-Party Filer does not include

assignees or purchasers of claims, which are excluded from receiving Distribution Payments.

IV.

TAX COMPLIANCE

26.

On January 12, 2023, the Commission appointed Miller Kaplan Arase LLP as the

tax administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of the

Fair Fund.2 The Tax Administrator will be compensated for reasonable fees and expenses from

the Fair Fund in accordance with its 2022-2024 Engagement Letter Agreement with the

Commission.3

27.

The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section

468B(g) of the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related

regulations, 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the

administrator of such QSF, for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the

tax-related administrative requirements imposed by Treas. Reg. § 1.468B-2, including, but not

limited to:

(a)

Obtaining a taxpayer identification number;

(b)

Requesting funds necessary for the timely payment of all applicable taxes,

the payment of taxes for which the Tax Administrator has received funds,

and the filing of applicable returns; and

(c)

Fulfilling any information reporting or withholding requirements required

for distributions from the Fair Fund.

See Order Appointing Tax Administrator, Exchange Act Rel. No. 96655 (Jan. 12, 2023).

See Omnibus Order Directing the Engagement of Two Tax Administrators for Appointment on a Case-By-Case

Basis in Administrative Proceedings that Establish Distribution Funds, Exchange Act Rel. No. 94845 (May 4, 2022).

28.

All tax obligations will be paid from the Fair Fund, subject to the review and

approval of Commission staff.

FUND ADMINISTRATOR

29.

On May 10, 2023, the Commission has appointed Epiq Class Action & Claims

Solutions, Inc., as the fund administrator for the Fair Fund (the “Fund Administrator”), and the

Fund Administrator has obtained a bond in the amount of $201,000,000, as ordered.4 Pursuant to

Rule 1105(a) of the Commission’s Rules, 17 C.F.R. § 201.1105(a), the Fund Administrator may

be removed at any time by order of the Commission or hearing officer.

30.

The Fund Administrator will be responsible for administering the Fair Fund in

accordance with the Plan. This will include, among other things, taking reasonable steps to

identify and contact Preliminary Claimants; obtaining mailing information for Preliminary

Claimants; establishing a website and staffing a call center to address inquiries during the claims

process; developing a claims database; preparing accountings; cooperating with the tax

administrator appointed by the Commission to satisfy any tax liabilities and to ensure

compliance with income tax reporting requirements, including but not limited to Foreign

Account Tax Compliance Act (FATCA); advising Preliminary Claimants of deficiencies in

claims and providing an opportunity to cure any documentary defects; taking antifraud measures,

such as identifying false, ineligible and overstated claims; making determinations under the

criteria established herein as to Preliminary Claimant eligibility; advising Preliminary Claimants

of final claim determinations; disbursing the Fair Fund in accordance with this Plan, as ordered

by the Commission; and researching and reconciling errors and reissuing payments, when

possible.

31.

To carry out the purposes of this Plan, the Fund Administrator is authorized to

make and implement immaterial changes to the Plan upon agreement of the Commission staff. If

a change is deemed to be material by the Commission staff, Commission approval is required

prior to implementation by amending the Plan.

32.

The Fund Administrator may extend any procedural deadline contained in the

Plan for good cause shown, if agreed upon by the Commission staff.

33.

The Fund Administrator is authorized to enter into agreements with third parties

as may be appropriate or necessary in the administration of the Fair Fund, provided such third

parties are not excluded pursuant to other provisions of this Plan. In connection with such

agreements, the third-parties shall be deemed to be agents of the Fund Administrator under this

Plan.

34.

The Fund Administrator will be entitled to payment from the Fair Fund of

reasonable fees and expenses, including the bond premium, incurred in the performance of its

See Order Appointing Fund Administrator and Setting Bond Amount, Exchange Act Rel. No. 97469 (May 10,

2023).

duties (including any such fees and expenses incurred by agents, consultants or third parties

retained by the Fund Administrator in furtherance of its duties).

VI.

ADMINISTRATION OF THE FAIR FUND

Identification of and Notification to Preliminary Claimants

35.

The Fund Administrator will, insofar as practicable, use its best efforts to

identify Preliminary Claimants from a review of trading records, obtaining records from

registered broker-dealers and investment advisors, and seeking information from any other

source available to it. The Fund Administrator may also engage a third party firm, after

consultation with and approval of the Commission staff, to assist in identifying Preliminary

Claimants to maximize the participation rate of investors in the Fair Fund.

36.

Within forty-five (45) days after Commission approval of the Plan, the Fund

Administrator shall:

(a)

design and submit a Claims Packet, including the Plan Notice and the

Claim Form, to the Commission staff for review and approval;

(b)

create a mailing and claim database of all Preliminary Claimants based

upon information identified by the Fund Administrator;

(c)

run a National Change of Address search to retrieve updated addresses for

all records in the database, thereby ensuring the mailing information for

Preliminary Claimants is up-to-date;

(d)

email and/or mail a Plan Notice to each Preliminary Claimant identified

by the Fund Administrator and to the Fund Administrator’s list of banks,

brokers, and other nominees in accordance with paragraph 41 below;

(e)

establish and maintain a website devoted solely to the Fair Fund. The Fair

Fund’s website, located at www.BoeingFairFund.com, will make available

a copy of the approved Plan; provide information regarding the claims

process and eligibility requirements for participation in the Fair Fund in

the form of frequently asked questions; include in downloadable form, the

Claim Form and other related materials; and such other information the

Fund Administrator believes will be beneficial to Preliminary Claimants;

(f)

establish and maintain a toll-free telephone number, (855) 526-1427, for

Preliminary Claimants to call to speak to a live representative of the Fund

Administrator during its regular business hours or, outside of such hours,

to hear prerecorded information about the Fair Fund. The toll-free number

will be listed on all correspondence from the Fund Administrator to

Preliminary Claimants as well as on the Fair Fund’s website; and

(g)

establish and maintain a traditional mailing address (P.O. Box 5899,

Portland, OR 97228-5899) and an email address

(info@boeingfairfund.com) which will be listed on all correspondence

from the Fund Administrator to Preliminary Claimants as well as on the

Fair Fund’s website.

37.

The Fund Administrator will publish the Summary Notice on the internet and/or

in print media acceptable to Commission staff one (1) time and will appear within ten (10) days

of the initial mailing of the Plan Notice

38.

The Commission staff retains the right to review and approve any material posted

on the Fair Fund’s website, any material mailed, and any scripts used in connection with any

communication with Preliminary Claimants.

39.

In all materials that refer to the Claims Bar Date, the filing deadline will be

clearly identified with the calendar date, which is ninety (90) days from the date of the initial

mailing of the Plan Notice.

40.

The Fund Administrator will promptly provide a Claims Packet to any

Preliminary Claimant upon request made via mail, phone, or email prior to the Claims Bar Date.

41.

The Fund Administrator will send by mail, email, or other means, the Plan Notice

to the Fund Administrator’s list of banks, brokers, and other nominees, as well as any other

institutions identified during the outreach process, that may have records of the Security during

the Relevant Period (collectively, the “Nominees or Custodians”). The Fund Administrator will

request that these entities, to the extent that they were record holders for beneficial owners of the

Security:

(a)

within fourteen (14) days of the Nominees’ or Custodians’ receipt of the

Plan Notice, notify and send the Plan Notice to the respective beneficial

owners, and, as requested, provide to the beneficial owners a Claim Form,

so that the beneficial owners may timely file a claim. The burden will be

on the Nominees or Custodians to ensure the claims process information,

including, if requested, the Claims Packet and other relevant materials, is

properly disseminated to the beneficial owners; and/or

(b)

provide to the Fund Administrator, within fourteen (14) days of receipt of

the Plan Notice, a list of last known names and addresses for all beneficial

owners for whom/which they purchased or acquired, as the record holder,

the Security during the Relevant Period, so that the Fund Administrator

can communicate with the beneficial owners directly.

42.

At the discretion of the Fund Administrator, in consultation with the Commission

staff, a reasonable number of additional copies of the Plan Notice shall be made available to any

Nominee or Custodian requesting it for the purpose of distribution to beneficial owners.

43.

Requests to the Fund Administrator for additional copies of the Plan Notice in

excess of 2,500 are subject to approval by the Fund Administrator, in consultation with the

Commission staff.

44.

Documented reasonable out-of-pocket expenses incurred by the Nominees or the

Custodians, which would not have been incurred but for compliance with paragraph 41 above,

shall be reimbursed from the Fair Fund. The amount of such expenses allowed will be at the

discretion of the Fund Administrator, in consultation with the Commission staff. Unless

otherwise determined by the Fund Administrator in consultation with the Commission staff, outof-pocket expenses based on the following rates will be considered reasonable:

(a)

a maximum of $0.08 per Plan Notice, plus postage at the pre-sort postage

rate per Plan Notice actually mailed;

(b)

a maximum of $0.05 per email of Summary Notice or Plan Notice and

Claim Form link disseminated; or

(c)

$0.20 per name, address, and email address provided to the Fund

Administrator, up to a maximum of amount of $1,500.00.

45.

The Fund Administrator will attempt to locate any Preliminary Claimant whose

mailing is returned as “undeliverable” and will document all such efforts. The Fund

Administrator shall use its best efforts to make use of commercially available resources and other

reasonably appropriate means to obtain updated addresses in response to “undeliverable” notices,

and forward any returned mail for which an updated address is provided or obtained. The Fund

Administrator will make available, upon request by the Commission staff, a list of all

Preliminary Claimants whose Plan Notice have been returned as “undeliverable” due to incorrect

addresses and for which the Fund Administrator has been unable to locate current addresses.

Filing a Claim

46.

To avoid being barred from asserting a claim, on or before the Claims Bar Date,

each Preliminary Claimant must submit to the Fund Administrator a properly completed Claim

Form reflecting such Preliminary Claimant’s claim, together with all required supporting

documentation as the Fund Administrator, in its discretion, deems necessary or appropriate to

substantiate the claim. Without limitation, this information may include third party documentary

evidence of purchases and dispositions of the Security during the Relevant Period, as well as

holdings of the Security at pertinent dates.

47.

Electronic claims submission is encouraged; the Plan Notice will include

instructions on how Preliminary Claimants can submit their claims electronically via the Fair

Fund’s website. If using the web-based claim filing option, a Preliminary Claimant must submit

his, her, or its claim to the Fund Administrator by 11:59 p.m. EST on the Claims Bar Date. The

Plan Notice will also include instructions for submission of claims if the Preliminary Claimant is

unable to submit his, her, or its claim electronically.

48.

The burden will be upon the Preliminary Claimant to ensure that his, her or its

Claim Form has been properly and timely received by the Fund Administrator. A Claim Form

that is postmarked or otherwise received after the Claims Bar Date will not be accepted unless

the deadline is extended by the Fund Administrator for good cause shown, after consultation

with the Commission staff.

49.

All Claim Forms and supporting documentation necessary to determine a

Preliminary Claimant’s eligibility to receive a distribution from the Fair Fund under the terms of

the Plan must be verified by a declaration executed by the Preliminary Claimant under penalty of

perjury under the laws of the United States. The declaration must be executed by the

Preliminary Claimant, unless the Fund Administrator accepts such declaration from a Person

authorized to act on the Preliminary Claimant’s behalf, whose authority is supported by such

documentary evidence as the Fund Administrator deems necessary.

50.

When submitting claims to the Fair Fund on behalf of its clients, all Third-Party

Filers must use the electronic filing template provided by the Fund Administrator in this matter.

Third-Party Filers that do not comply with the template and format provided by the Fund

Administrator may be rejected. Third-Party Filers must also submit a signed master proof of

claim and release, as well as proof of authority to file on behalf of the claimant(s) at the time the

electronic file of transactions is submitted. Failure to do so may result in rejection of the claim.

51.

Each Third-Party Filer must establish the validity and amount of each claim in its

submission. Third-Party Filers must submit such supporting documentary evidence of

purchases, dispositions, and holdings of Security as the Fund Administrator deems necessary or

appropriate to substantiate each individual claim. Without limitation, this includes the complete

name of the Preliminary Claimant (beneficial account owner) and its TIN (for individuals) or

EIN (for companies), sufficient contact information to confirm the identity of the beneficial

owner, and documentation from the original bank, broker or other institution of purchases and

dispositions of Security (account statements, confirmations and other documentation of

purchases and dispositions), as well as holdings of the Security on pertinent dates.

Documentation generated by the Third-Party Filer as well as affidavits in lieu of supporting

documentation will not be accepted unless, for good cause, the Fund Administrator determines it

acceptable. The Fund Administrator will have the right to request, and the Third-Party Filer will

have the burden of providing to the Fund Administrator, any additional information and/or

documentation deemed necessary by the Fund Administrator to substantiate the claim(s)

contained in the submission. Documentation from a Third-Party Filer that is not acceptable to

the Fund Administrator will result in rejection of the affected claim(s). The determination of the

Fund Administrator to reject a claim for insufficient documentation, as reflected on the

Determination Notice, is final and within the discretion of the Fund Administrator.

52.

The receipt of Security by gift, inheritance, devise, or operation of law will not be

deemed to be a purchase of Security, nor will it be deemed an assignment of any claim relating

to the purchase of such Security unless specifically so provided in the instrument of inheritance.

The recipient of Security as a gift, inheritance, devise or by operation of law will be eligible to

file a Claim Form and participate in the distribution of the Fair Fund to the extent the original

purchaser would have been eligible under the terms of the Plan. Only one claim may be

submitted with regard to the same transactions in Security, and in cases where duplicative claims

are filed by the donor and donee, the donee claim will be honored, assuming it is supported by

proper documentation.

53.

Claims on behalf of a retirement plan covered by Section 3(3) of ERISA, 29

U.S.C.§ 1002(3), which do not include Individual Retirement Accounts and such plan’s

participants, are properly made by the administrator, custodian or fiduciary of the plan and not

by the plan’s participants. The Fund Administrator will distribute any payments on such claims

directly to the administrator, custodian or fiduciary of the retirement plan. The custodian or

fiduciary of the retirement plan will distribute any payments received in a manner consistent with

its fiduciary duties and the governing account or plan provisions.

54.

The Preliminary Claimant has the burden of notifying the Fund Administrator of a

change in his, her or its current address and other contact information, and ensuring that such

information is properly reflected on the Fund Administrator's records.

Review of Claims and Deficiency Process

55.

The Fund Administrator will review all claim submissions and determine the

eligibility of each Preliminary Claimant to participate in the Fair Fund by reviewing claim data

and supporting documentation (or the lack thereof) and verifying the claim. Each Preliminary

Claimant will have the burden of proof to establish the validity and amount of his, her or its

claim. The Fund Administrator will have the right to request, and the Preliminary Claimant will

have the burden of providing to the Fund Administrator, any additional information and/or

documentation deemed relevant by the Fund Administrator.

56.

The Fund Administrator will provide a Claim Status Notice within ninety (90)

days of the Claims Bar Date to each Preliminary Claimant who has filed a deficient Claim Form

with the Fund Administrator. The Claim Status Notice will provide to each Preliminary

Claimant whose claim is deficient, in whole or in part, the reason(s) for the deficiency (e.g.,

failure to provide required information or documentation). In the event the claim is denied, in

whole or in part, the Claim Status Notice will state the reason(s) for such denial. The Claim

Status Notice will also notify the Preliminary Claimant of the opportunity to cure any deficiency,

request reconsideration, or dispute the determination made by the Fund Administrator and

provide instructions regarding what is required to do so.

57.

Any Preliminary Claimant with a deficient claim will have thirty (30) days from

the date of the Claim Status Notice to cure any deficiencies identified in the Claim Status Notice.

58.

Any Preliminary Claimant seeking reconsideration of a denied claim must advise

the Fund Administrator in writing within thirty (30) days of the date of the Claim Status Notice.

All requests for reconsideration must include the necessary documentation to substantiate the

basis upon which the Preliminary Claimant is requesting reconsideration of his, her, or its claim.

59.

The Fund Administrator will have the authority, in its sole discretion, to waive

technical claim deficiencies and approve claims on a case-by-case basis, or in groups of claims.

Claims Eligibility Determination

60.

Within one hundred fifty (150) days of the Claims Bar Date, the Fund

Administrator will complete all claims determinations and send a Determination Notice to all

Preliminary Claimants who timely submitted a Claim Form notifying the Preliminary Claimant

of its eligibility determination. The Determination Notice will further provide to each

Preliminary Claimant that is determined to be an Eligible Claimant with his, her, or its calculated

Recognized Loss. The Determination Notice will constitute the Fund Administrator’s final

ruling regarding the eligibility status of the claim.

61.

The Fund Administrator may consider disputes of an Eligible Claimant’s

Recognized Loss calculation, if notice of the dispute is presented in writing to the Fund

Administrator within thirty (30) days of the date of the Determination Notice. The Fund

Administrator will consult with Commission staff as appropriate. Within thirty (30) days of

receiving an Eligible Claimant’s notice of dispute, the Fund Administrator will notify the

Eligible Claimant, in writing, of its calculation of the Eligible Claimant’s Recognized Loss after

considering the dispute. This notice will constitute the Fund Administrator’s final ruling

regarding the loss calculations for the claim.

Third-Party Review

62.

After the Fund Administrator has completed the process of analyzing the claims

and determining claim amounts in accordance with the Plan, and prior to the distribution of any

funds, the Fund Administrator will engage an independent, third party firm, not unacceptable to

Commission staff, to perform a set of agreed upon procedures, review a statistically significant

sample of claims and ensure accurate and comprehensive application of the Plan of Allocation.

The Fund Administrator will communicate the results of the review to Commission staff together

with any written analysis or reports related to the review, and, upon request, will make the firm

available to the Commission staff to respond to questions concerning the review.

Distribution Methodology

63.

Any Preliminary Claimant, who is not an Excluded Party, who submitted a valid

Claim Form and has suffered a Recognized Loss, as calculated in accordance with the Plan of

Allocation, will be deemed an Eligible Claimant.

64.

No Distribution Payments will be made for less than $10.00. If an Eligible

Claimant’s Recognized Loss, in accordance with the Plan of Allocation, calculates to a

distribution amount less than $10.00, that Eligible Claimant will be deemed ineligible to receive

a Distribution Payment and his, her, or its distribution amount will be reallocated on a pro rata

basis to Eligible Claimants whose distribution amounts are greater than or equal to $10.00. All

Eligible Claimants whose Recognized Loss calculates to a distribution amount equal to or greater

than $10.00 will be deemed a Payee and receive a Distribution Payment.

Establishment of a Reserve

65.

Before determining the amount of funds available for distribution and calculating

each Payee’s Distribution Payment, the Fund Administrator, in conjunction with the Tax

Administrator, will establish a reserve to pay Administrative Costs and to accommodate any

unexpected expenditures (the “Reserve”).

66.

After all disbursements and Administrative Costs are paid, any remaining

amounts in the Reserve will become part of the Residual described in paragraph 90 below.

Preparation of the Payment File

67.

Within seventy-five (75) days following the date of the Determination Notices

described above, paragraph 60, the Fund Administrator will compile and send to the Commission

staff the Payee information, including the name, address, calculated Recognized Loss, and the

amount of the Distribution Payment for all Payees (the “Payee List”). The Fund Administrator

will also provide a Reasonable Assurances Letter to the Commission staff, representing that the

Payee List: (a) was compiled in accordance with the approved Plan; (b) is accurate as to Payees’

names, addresses, Recognized Losses and amounts of their Distribution Payment; (c) includes

the number of Payees compensated; (d) the percentage of the Payee’s Recognized Loss being

compensated by the disbursement from the Fair Fund, and if applicable, the total percentage to

include all prior disbursements; (e) the total amount of funds to be disbursed; and (f) provides all

information necessary to make a payment to each Payee.

The Escrow Account

68.

Prior to the disbursement of funds from the Net Available Fair Fund, the Fund

Administrator will establish an escrow account (the “Escrow Account”) with a United States

commercial bank that is a well-capitalized financial institution as defined by the Federal Reserve

Act, Subpart D, 12 C.F.R. 208.43 and that is not unacceptable to the Commission staff (the

“Bank”), pursuant to an escrow agreement (the “Escrow Agreement”) to be provided by

Commission staff.

69.

The Fund Administrator, pursuant to the Escrow Agreement, shall also establish

with the Bank a separate deposit account (e.g., controlled distribution account, managed

distribution account, linked checking and investment account) (the “Distribution Account”),

insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC pass

through limit. The Distribution Account shall be linked with the Escrow Account and shall be

named, and records maintained, in accordance with the Escrow Agreement.

70. During the term of the Escrow Agreement, the portions of the Fair Fund transferred

to the Escrow Account (the “Escrow Property”), shall be invested and reinvested in short-term

U.S. Treasury securities backed by the full faith and credit of the United States Government or

an agency thereof. The investment shall be, of a type and term necessary to meet the cash

liquidity requirements for payments to Payees, tax obligations, and/or fees of the Tax

Administrator and/or Fund Administrator, including investment or reinvestment in a bank

account insured by the FDIC up to the guaranteed FDIC limit, or in money market mutual funds

registered under the Investment Company Act of 1940 that invest 100% of their assets in direct

obligations of the United States Government.

71. The Fund Administrator shall provide duplicate original bank and/or investment

statements on any accounts established by the Fund Administrator to the Tax Administrator on a

monthly basis and shall assist the Tax Administrator in obtaining mid-cycle statements, as

necessary.

72. The Fund Administrator shall deposit or invest funds in the Escrow and

Distribution Accounts so as to result in the maximum reasonable net return, taking into account

the safety of such deposits or investments. In consultation with Commission staff, the Fund

Administrator shall work with the Bank on an ongoing basis to determine an allocation of funds

between the Escrow and Distribution Account.

73. All interest, dividends, and/or income earned by the Escrow Property will accrue

for the benefit of the Escrow Property. All Administrative Costs associated with the Escrow and

Distribution Accounts will be the responsibility of the Fund Administrator, who may be

reimbursed for said costs as provided in this Plan. No such Administrative Costs may be paid to

the Bank, its agents, and/or its affiliates from the Escrow Property.

Distribution of the Fair Fund

74.

The Fund Administrator will seek to distribute the Net Available Fair Fund to all

Payees only after all Claim Forms have been processed and all Preliminary Claimants whose

claims have been rejected or disallowed, in whole or in part, have been notified and provided the

opportunity to contest or cure pursuant to the procedures set forth herein.

75. Upon the Commission’s staff’s receipt, review, and acceptance of the Payee List

and Reasonable Assurances Letter from the Fund Administrator, the Commission staff will seek

an Order from the Commission pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17

C.F.R. § 210.1101(b)(6), to disburse funds from the Net Available Fair Fund to the Bank in

accordance with the Payee List for distribution by the Fund Administrator in accordance with the

Plan. All disbursements will be made pursuant to a Commission Order.

76. Upon issuance of an Order to disburse, the Commission staff will direct the transfer

of funds in accordance with the Payee List to the Bank. The Fund Administrator will then use its

best efforts to commence mailing Distribution Payment checks and/or effect wire transfers

within ten (10) business days of the release of the funds into the Escrow Account. All efforts

will be coordinated to limit the time between the Escrow Account’s receipt of the funds and the

issuance of Distribution Payments.

77.

All Distribution Payments will be issued by the Fund Administrator from the

Distribution Account. All checks will bear a stale date of one hundred twenty (120) days from

the date of issuance. Checks that are not negotiated by the stale date will be voided, and the

Bank will be instructed to stop payment on those checks. A Payee’s claim will be extinguished

if he, she, or it fails to negotiate his, her or its check by the stale date, and the funds will remain

in the Fair Fund, except if a check reissue has been requested before the stale date, such request

is governed by paragraph 86.

78.

All Distribution Payments will be preceded or accompanied by a communication

that includes, as appropriate: (a) a statement characterizing the distribution; (b) a statement that

the tax treatment of the distribution is the responsibility of each Payee and that the Payee should

consult his, her or its tax advisor for advice regarding the tax treatment of the distribution; (c) a

statement that checks will be void and cannot be reissued after one hundred twenty (120) days

from the date the original check was issued; and (d) contact information for the Fund

Administrator for questions regarding the Distribution Payment. The letter or other mailings to

Payees characterizing a Distribution Payment will be prepared by the Tax Administrator and

submitted to the Commission staff for review and approval.

79.

All Distribution Payments, either on their face or in the accompanying mailing,

will clearly indicate that the money is being distributed from the Fair Fund established by the

Commission to compensate investors for harm as a result of securities law violations.

80.

Distribution Payments must be made by check or electronic payment payable to

the Payee (the beneficial account owner). A Third-Party Filer shall not be the payee of any

Distribution Payment check or electronic Distribution Payment. Any other payment arrangement

must be discussed with the Fund Administrator in consultation with the Commission staff and

must be authorized by the Payee. Compensation to a Third-Party Filer for its services may not

be paid or deducted from the Distribution Payment.

81.

If, after discussion with the Fund Administrator in consultation with the

Commission staff, and authorization by the Payee(s), a Distribution Payment is to be made to a

Third-Party Filer to distribute to the Payee(s), the Third-Party Filer will be required to complete

a certification, which will require them, at a minimum, to attest that any distribution to the

custodian, trustee, or investment professional representing multiple potentially eligible beneficial

owners, will be allocated for the benefit of current or former pooled investors and not for the

benefit of management. The certification form will be available on the Fair Fund website and

upon request from the Fund Administrator. All such Third-Party Filers must have an auditable

mechanism available to the Fund Administrator and the Commission staff to confirm that each

Payee received the Distribution Payment directed to them.

82.

The submission of a Claim Form and the receipt and acceptance of a Distribution

Payment by a Payee is not intended to be a release of a Payee’s rights and claims against any

party.

83.

Electronic or wire transfers may be utilized at the discretion of the Fund

Administrator to transfer approved Distribution Payments to filers of claims on behalf of twenty

(20) or more Payees. Wire transfers will be initiated by the Fund Administrator using a twoparty check and balance system, whereby completion of a wire transfer will require an

authorization by two members of the Fund Administrator’s senior staff.

84.

At the discretion of the Fund Administrator, certain costs that were not factored

into the Reserve, such as bank fees for the return of a payment, may reduce the Payee’s

Distribution Payment. In such situations, the Fund Administrator will immediately notify the

Tax Administrator of the reduction in the Distribution Payment.

Post Distribution; Handling of Returned or Uncashed Checks; and Reissues

85.

The Fund Administrator shall use its best efforts to make use of commercially

available resources and other reasonably appropriate means to locate all Payees whose checks

are returned to the Fund Administrator as “undeliverable.” If new address information becomes

available, the Fund Administrator will repackage the distribution check and send it to the new

address. If new address information is not available after a diligent search (and in no event no

later than ninety (90) days after the initial mailing of the original check) or if the distribution

check is returned again, the check shall be voided and the Fund Administrator shall instruct the

issuing financial institution to stop payment on such check. If the Fund Administrator is unable

to find a Payee’s correct address, the Fund Administrator, in its discretion, may remove such

Payee from the distribution and the allocated Distribution Payment will remain in the Fair Fund

for distribution, if feasible, to the remaining Payees.

86.

The Fund Administrator will reissue checks to Payees upon the receipt of a valid,

written request from the Payee prior to the initial stale date. In cases where a Payee is unable to

endorse a Distribution Payment check as written (e.g., name changes, IRA custodian changes, or

recipient is deceased) and the Payee or a lawful representative requests the reissuance of a

Distribution Payment check in a different name, the Fund Administrator will request, and must

receive, documentation to support the requested change. The Fund Administrator will review the

documentation to determine the authenticity and propriety of the change request. If, in the

discretion of the Fund Administrator, such change request is properly documented, the Fund

Administrator will issue an appropriately redrawn Distribution Payment to the requesting party.

Reissued checks will be void at the later of one hundred twenty (120) days from issuance of the

original check or thirty (30) days from the reissuance, and in no event will a check be reissued

after one hundred twenty (120) days from the date of the original issuance without the approval

of Commission staff.

87.

The Fund Administrator will make reasonable efforts to contact Payees who have

failed to negotiate their Distribution Payment check and take appropriate action to follow up on

the status of uncashed checks at the request of Commission staff. The Fund Administrator may

reissue such checks subject to the time limits detailed herein.

Administrative Costs

88.

All Administrative Costs will be paid from the Fair Fund in accordance with the

Commission’s Rules.

Disposition of Undistributed Funds

89.

If funds remain following the initial distribution, the Fund Administrator, in

consultation with the Commission staff, may seek subsequent distribution of any available

remaining funds, pursuant to the Commission’s Rules.

90.

A residual will be established for any amounts remaining after the final

disbursement to Payees from the Fair Fund (the “Residual”). The Residual may include funds

from, among other things, amounts remaining the Reserve, distribution checks that have not been

cashed, checks or electronic payments that were not delivered or were returned to the

Commission, and tax refunds received due to the Fair Fund’s overpayment of taxes or for waiver

of IRS penalties.

91.

Upon completion of the final distribution, the Fund Administrator will direct the

Bank to void/cancel all Distribution Payments, and return any funds remaining in the Escrow and

Distribution Accounts to the Commission to become part of the Residual.

92.

All funds remaining in the Residual that are infeasible to distribute to investors

will be returned to the Commission and transferred to the U.S. Treasury after the final

accounting is approved by the Commission.

Filing of Reports and Accountings

93.

In accordance with Rule 1105(f) of the Commission’s Rules, the Fund

Administrator shall provide to the Commission staff a progress report and a quarterly account

statement in a format to be provided by Commission staff, within forty-five (45) days of the

Commission’s approval of the Plan, and shall provide to Commission staff additional reports and

quarterly account statements within ten (10) days after the end of every calendar quarter. Such

progress reports shall inform the Commission staff of the activities and status of the Fair Fund

during the reporting period, and shall specify, at a minimum, the location of the account(s)

comprising the Fair Fund, including among other things, an interim accounting of all monies in

the Fair Fund.

94.

When the final distribution is completed, the Fund Administrator shall provide to

Commission staff a final report summarizing all tasks undertaken and the outcome of its

administrative efforts. The Fund Administrator shall make arrangement for the final payment of

all Administrative Costs, and submit a final accounting of all monies received, earned, spent, and

distributed in connection with the administration of the Plan in a format provided by the

Commission staff. The Fund Administrator will also submit a report to the Commission staff

containing the final distribution statistics regarding distributions to individuals and entities, and

such other information requested by the Commission staff.

Miscellaneous

95.

When administering this Plan, the Fund Administrator, and/or each of its

designees, agents and assigns, may rely on: all applicable law; orders issued by the Commission,

including orders issued by delegated authority; orders issued by an administrative law judge, if

any, appointed in this proceeding; and any records, including records containing investor

information, provided by Commission staff.

96.

Should any additional funds be received pursuant to Commission or Court order,

agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such funds will

be added to the Fair Fund and distributed, if feasible, in accordance with the Plan, pursuant to the

Commission’s Rules.

Wind-down and Document Retention

97.

The Fund Administrator will shut down the website, P.O. Box and customer

service telephone line(s) established specifically for the administration of the Fair Fund six (6)

months after the transfer of any remaining funds to the Commission, or at such earlier time as the

Fund Administrator determines with the concurrence of the Commission staff.

98.

The Fund Administrator will retain all materials submitted by Preliminary

Claimants in either paper or electronic form for a period of six (6) years from the date of

approval of a final fund accounting. Materials maintained in electronic form must be accessible

and readable for the duration of retention. Pursuant to the Commission staff's direction, the Fund

Administrator will either turn over to the Commission or destroy all materials, including

documents in any media, upon expiration of this period.

Termination of the Fair Fund

99.

The Fair Fund will be eligible for termination and the Fund Administrator will be

eligible for discharge after all of the following have occurred (a) a final accounting, in a standard

accounting format provided by the Commission staff, has been submitted by the Fund

Administrator and approved by the Commission; (b) all Administrative Costs have been paid;

and (c) any amount remaining in the Fair Fund has been returned to the Commission for transfer

to U.S. Treasury. Once the Commission has approved the final accounting, the Commission

staff will seek an order from the Commission authorizing: (a) the transfer of any amounts

remaining in the Fair Fund that is infeasible to return to investors, and any amounts returned to

the Fair Fund in the future that are infeasible to return to investors, to the U.S. Treasury, subject

to Section 21F(g)(3) of the Exchange Act; (b) discharge of the Fund Administrator; (c)

cancellation of the Fund Administrator’s bond; and (d) termination of the Fair Fund.

100. Once the Fair Fund has been terminated and funds, if any, are transferred to the

U.S. Treasury, no further claims will be allowed and no additional payments will be made

whatsoever.

VII.

NOTICE AND COMMENT PERIOD

101. The Notice of Proposed Plan of Distribution and Opportunity to Comment (the

“Notice”) will be published on the Commission’s website at

http://www.sec.gov/litigation/fairfundlist.htm. Any Person wishing to comment on the Plan

must do so in writing by submitting their comments to the Commission within thirty (30) days of

the publication of the Notice: (a) to the Office of the Secretary, United States Securities and

Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090; (b) by using the

Commission’s Internet comment form (www.sec.gov/litigation/admin.shtml); or (c) by sending

an email to rule-comments@sec.gov. Comments submitted by email or via the Commission’s

website should include “Administrative Proceeding File Numbers 3-21140 and 3-21141” in the

subject line. Comments received will be available to the public. Persons should only submit

comments that they wish to make publicly available.

Exhibit A

PLAN OF ALLOCATION

This Plan of Allocation1 is designed to compensate investors based on their losses on

shares of The Boeing Company common stock (the “Security”) purchased or acquired between

November 28, 2018 and October 17, 2019, inclusive, (the “Relevant Period”) due to the making

of materially misleading statements to investors by the Respondents. Investors who did not

purchase or acquire shares of the Security during the Relevant Period or who are an Excluded

Party are ineligible to recover under this Plan. Artificial inflation in the price of the Security

over various date ranges surrounding corrective disclosures and average closing prices of the

Security during the “Lookback Period” (defined below) have been calculated by Commission’s

staff economists and are reflected below in Table A and Table B, respectively.

The Fund Administrator will calculate the amount of loss for each share of the Security

purchased or acquired during the Relevant Period (“Recognized Loss per Share”) as follows:

For each share of the Security purchased or acquired between November 28, 2018 and

October 17, 2019, inclusive and

Sold prior to March 10, 2019, the Recognized Loss per Share is $0.00.

Sold on or after March 10, 2019, and prior to the close of trading on October 17,

2019, the Recognized Loss per Share is the lesser of:

1. the amount of inflation per share on the purchase/acquisition date as set forth

in Table A minus the amount of inflation per share on the sale date as set forth

in Table A; or

2. the purchase/acquisition price minus the sale price.

Sold after the close of trading on October 17, 2019 and prior to the close of

trading on January 15, 2020 (i.e., during the “Lookback Period”), the Recognized

Loss per Share is the least of:

1. the amount of inflation per share on the purchase/acquisition date as set forth

in Table A; or

2. the purchase/acquisition price minus the sale price; or

3. the purchase/acquisition price minus the moving average closing price of the

Security on the sale date as set forth in Table B.

Held as of the close of trading on January 15, 2020, the last day of the Lookback

Period, the Recognized Loss per Share is the lesser of:

All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.

1. the amount of inflation per share on the purchase/acquisition date as set forth

in Table A; or

2. the purchase/acquisition price minus $346.50, the average closing price of the

Security during the Lookback Period, as shown in the last row in Table B.

If the Recognized Loss per Share calculates to a negative number, reflecting a gain, the

Recognized Loss per Share will be $0.00.

All prices mentioned in the calculations exclude all taxes, fees and commissions.

Purchases/acquisitions and sales shall be deemed to have occurred on the “contract” or “trade”

date as opposed to the “settlement” or “payment” date.

Additional Provisions

FIFO Methodology: Multiple purchases/acquisitions and sales of the Security during the

Relevant Period will be matched according to the first-in, first-out (“FIFO”) method. The

earliest sales during the Relevant Period will be matched first against any holdings at the opening

of the Relevant Period. Once the beginning holdings all have been matched, or in the event that

there are no beginning holdings, then any further sales will be matched against the earliest

Relevant Period purchases/acquisitions, and chronologically thereafter.

Acquisitions: The receipt or grant of the Security by gift, devise, inheritance, or

operation of law during the Relevant Period is not considered an eligible purchase if the original

purchase did not occur during the Relevant Period. Shares acquired outside the Relevant Period

will be excluded from the calculation of the Recognized Loss.

Options and Derivatives: Boeing common stock is the only security eligible for recovery

under this Plan. Option contracts to purchase or sell the Security are not eligible for recovery

under the Plan. With respect to the Security purchased or sold through the exercise of an option,

the purchase/sale date is the option’s exercise or assignment date, and the purchase/sale price is

the option’s strike price at the time of exercise or assignment. Transactions in the Security

during the Relevant Period that are pursuant to, or in connection with, a swap or another

derivative will not be eligible for a recovery and will be excluded from the calculation of the

Recognized Loss.

Short Sales: Shares purchased during the Relevant Period to cover short positions held at

the beginning of the Relevant Period or to cover short positions opened during the Relevant

Period will have a Recognized Loss per Share of $0.00. The date of a “short sale” is deemed to

be the date of sale of the Security and the date of covering a short sale is deemed to be the date of

purchase of the Security. The earliest Relevant Period purchases will be matched against any

short position existing at the opening of the Relevant Period until that short position is fully

covered.

Recognized Loss: Recognized Loss will be the sum of the Recognized Loss per Share, as

calculated above, on all shares of the Security purchased or acquired during the Relevant Period.

If the Recognized Loss calculates to a negative number (i.e., a gain), then the Recognized Loss

will be $0.00. The Recognized Loss may be adjusted according to the provisions that follow.

Market Loss Limitation: If a Preliminary Claimant’s actual market loss on shares of the

Security purchased/acquired during the Relevant Period is less than his, her or its Recognized

Loss, then his, her or its Recognized Loss shall be limited to the actual market loss amount. If the

actual market loss calculates to a gain, then the Claimant’s Recognized Loss will be $0.00.

The actual market loss will be calculated as a) the total purchase amount for shares of the

Security purchased/acquired during the Relevant Period,2 less the sum of b) the sales proceeds

from shares of the Security purchased/acquired during the Relevant Period and sold during the

Relevant Period or during the Lookback Period,3 and c) the holding value on the remaining of

those shares purchased during the Relevant Period, which for the purposes of this calculation

will be $346.50 per share, the moving average price as of the last day of the Lookback Period.4

Eligible Claimant: A Preliminary Claimant, who is not an Excluded Party, who

submitted a valid Claim Form and has suffered a Recognized Loss, as calculated above, will be

deemed an Eligible Claimant.

Allocation of Funds: If the Net Available Fair Fund is equal to or exceeds the sum of

Recognized Losses of all Eligible Claimants, each Eligible Claimant’s distribution amount will

equal his, her or its Recognized Loss, plus any “Reasonable Interest” awarded. If the Net

Available Fair Fund is less than the sum of the Recognized Losses of all Eligible Claimants, each

Eligible Claimant’s distribution amount will equal his, her or its “Pro Rata Percentage” of the

Net Available Fair Fund. In either case, the distribution amount will be subject to the “Offset for

Prior Recovery” and the “Minimum Distribution Amount.”

Pro Rata Percentage: A Pro Rata Percentage computation is intended to measure

Eligible Claimants’ Recognized Losses against one another. An Eligible Claimant’s Pro Rata

Percentage will be calculated as the ratio of his, her or its Recognized Loss to the sum of

Recognized Losses of all Eligible Claimants.

Offset for Prior Recovery: To avoid payment of a windfall, an Eligible Claimant’s

distribution amount will be no larger than his, her or its Recognized Loss minus the amount of

any compensation for the loss that resulted from the conduct described in the Order that was

received from another source (e.g., class action settlement), to the extent known by the Fund

Administrator (“Prior Recovery”), plus any “Reasonable Interest” awarded. That is, the

Purchases during the Relevant Period to cover short positions will be included in the calculation of actual market

loss if the purchase is matched to a short sale during the Relevant Period. Purchases/acquisitions that are not

eligible for recovery will not be considered for purposes of calculating the actual market loss.

Sales of the Security during the Relevant Period will be matched first against the opening position and the proceeds

of such sales will not be considered for purposes of calculating the actual market loss. Short sales will be considered

for purposes of calculating the actual market loss.

Any open short positions at the end of the Lookback Period will be ignored for purposes of calculating the actual

market loss.

distribution amount will be capped at the Recognized Loss less the Prior Recovery, plus any

“Reasonable Interest” awarded.

Reasonable Interest: If the Net Available Fair Fund exceeds the amount necessary to pay

all Eligible Claimants their Recognized Losses in full, the Fund Administrator, in consultation

with the Commission staff, may include interest in the distribution amount to compensate for the

time value of money. Reasonable Interest will be calculated using the Short-term Applicable

Federal Rate plus three percent (3%), compounded quarterly from the end of the Relevant Period

through the approximate date of the disbursement of the funds. If there are insufficient funds to

pay Reasonable Interest in full to all Eligible Claimants, Reasonable Interest will awarded on a

pro-rata basis from the excess funds.

Minimum Distribution Amount: The Minimum Distribution Amount will be $10.00. An

Eligible Claimant whose distribution amount is less than the Minimum Distribution Amount will

be deemed ineligible and his, her or its distribution amount will be reallocated on a pro-rata

basis to Eligible Claimants whose distribution amounts are greater than or equal to the Minimum

Distribution Amount.

Payee: An Eligible Claimant whose distribution amount equals or exceeds the Minimum

Distribution Amount will be deemed a Payee.

Distribution Payment: Each Payee will receive a Distribution Payment equal to his, her

or its calculated distribution amount.

Table A: Boeing Common Stock Inflation Schedule

Date Range

November 28, 2018 through December 31, 2018

January 1, 2019 through March 9, 2019

March 10, 2019 through October 17, 2019

On or after October 18, 2019

Inflation

per Share

$5.25

$28.86

$23.61

$0.00

Table B: Boeing Common Stock Moving Average Closing Price during the Lookback

Period

Moving

Average

Closing Price

from October

18, 2019 to

Date

Date Shown

Date

Date Shown

Date

Date Shown

10/18/2019

$344.00

11/18/2019

$351.40

12/18/2019

$352.67

10/21/2019

$337.53

11/19/2019

$352.07

12/19/2019

$352.24

10/22/2019

$337.35

11/20/2019

$352.86

12/20/2019

$351.70

10/23/2019

$338.14

11/21/2019

$353.40

12/23/2019

$351.39

10/24/2019

$339.42

11/22/2019

$354.09

12/24/2019

$351.00

10/25/2019

$339.49

11/25/2019

$354.80

12/26/2019

$350.56

10/28/2019

$339.69

11/26/2019

$355.47

12/27/2019

$350.14

10/29/2019

$340.84

11/27/2019

$355.90

12/30/2019

$349.67

10/30/2019

$341.42

11/29/2019

$356.24

12/31/2019

$349.20

10/31/2019

$341.27

12/2/2019

$356.21

1/2/2020

$348.89

11/1/2019

$341.63

12/3/2019

$356.08

1/3/2020

$348.59

11/4/2019

$342.42

12/4/2019

$355.86

1/6/2020

$348.31

11/5/2019

$343.64

12/5/2019

$355.56

1/7/2020

$348.11

11/6/2019

$344.39

12/6/2019

$355.52

1/8/2020

$347.81

11/7/2019

$345.25

12/9/2019

$355.40

1/9/2020

$347.61

11/8/2019

$345.61

12/10/2019

$355.19

1/10/2020

$347.31

11/11/2019

$346.87

12/11/2019

$355.06

1/13/2020

$347.02

11/12/2019

$347.76

12/12/2019

$354.83

1/14/2020

$346.77

11/13/2019

$348.53

12/13/2019

$354.50

1/15/2020

$346.50

11/14/2019

$349.48

12/16/2019

$353.83

11/15/2019

$350.54

12/17/2019

$353.19

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.