UNITED STATES DISTRICT COURT EASTERN DISTRICT OF

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF VIRGINIA

ALEXANDRIA DIVISION

STATE OF RHODE ISLAND OFFICE OF THE

GENERAL TREASURER, ON BEHALF OF THE

EMPLOYEES’ RETIREMENT SYSTEM OF THE

STATE OF RHODE ISLAND

, Individually and on

Behalf of All Others Similarly Situated,

Plaintiffs,

THE BOEING COMPANY, DAVID L. CALHOUN,

DENNIS A. MUILENBURG, BRIAN J. WEST, and

GREGORY D. SMITH,

Defendants.

Civil Action No.

CLASS ACTION COMPLAINT FOR

VIOLATIONS OF THE FEDERAL

SECURITIES LAWS

JURY TRIAL DEMANDED

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I. INTRODUCTION

Plaintiff State of Rhode Island Office of the General Treasurer, on behalf of the Employees’

Retirement System of the State of Rhode Island (“Plaintiff”), individually and on behalf of all

others similarly situated, by and through its counsel, alleges the following upon information and

belief, except as to those allegations concerning Plaintiff, which are alleged upon personal

knowledge. Plaintiff’s information and belief are based upon, inter alia, counsel’s investigation,

which includes review and analysis of: (1) The Boeing Company’s (“Boeing” or the “Company)

regulatory filings with the U.S. Securities and Exchange Commission (“SEC”); (2) press releases

and media reports issued and disseminated by the Company; (3) analyst and media reports

concerning the Company; and (4) other public information regarding the Company, including

statements made by Boeing executives. Plaintiff believes that substantial additional evidentiary

support exists for the allegations set forth herein after a reasonable opportunity for discovery.

II. SUMMARY OF THE ACTION

1. This securities class action is brought on behalf of all persons or entities that

purchased or otherwise acquired Boeing common stock between October 23, 2019 and January

24, 2024, inclusive (the “Class Period”). The claims asserted herein are alleged against Boeing,

David L. Calhoun, Dennis A. Muilenburg, Brian J. West, and Gregory D. Smith (collectively,

“Defendants”) and arise under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934

(the “Exchange Act”) and Rule 10b-5 promulgated thereunder.

2. Boeing, headquartered in Arlington, Virginia, is one of the largest aerospace

companies in the world. Its Commercial Airplanes Segment is a leading producer of commercial

aircraft and offers a family of commercial jetliners including its 737 MAX. In fact, Boeing and its

key competitor, Airbus SE, are the only two major suppliers of large passenger aircraft in the world

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and the two companies share near exclusive control of the worldwide business for large

commercial jets.

3. The 737 MAX is Boeing’s fastest and best-selling airplane. Future sales of this

plane are critical to the Company’s overall growth prospects. As of August 2023, Boeing’s

backlog of unfilled orders for the 737 MAX stood at 3,839. In particular, sales of the 737 MAX

to customers in China are critical to Boeing’s future as the Company expects the Chinese market

will account for a fifth of the world’s airplane deliveries in the next two decades.

4. Over the last two decades, Boeing has outsourced the production and assembly of

an increasing amount of its airplane components to third-party suppliers to reduce the Company’s

costs and overall production time. While Boeing is still responsible for overseeing the work of its

suppliers, and claims to maintain strong quality assurance standards, critics, including Boeing

engineers, have claimed this outsourcing leaves the Company vulnerable to dangerous quality

lapses and weakens its ability to maintain safety standards.

5. Approximately five years ago, two Boeing 737 MAX 8 planes were involved in

fatal crashes caused by malfunctions due to design flaws in the 737 MAX’s flight control software.

The first crash occurred in October 2018 and the second crash occurred in March 2019 killing a

total of 346 people and leading to 737 MAX planes being grounded from March 2019 to December

2020. Numerous investigations into the cause of these accidents revealed that software designed

by Boeing to help the plane avoid stalls malfunctioned, causing the planes to crash.

6. In the wake of these disasters, Defendants promised that Boeing would be laser-

focused on safety and touted the efficacy of its renewed manufacturing, production, and oversight

efforts as well as operational changes it had made to assure the adequacy of its quality control

standards. Boeing ultimately entered into a deferred prosecution agreement with the U.S.

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Department of Justice (“DOJ”) related to the incident in January 2021. In making that agreement,

the DOJ considered the remedial measures Boeing claimed to be taking to ensure no such lapse in

safety ever happened again. For instance, Boeing promised to create a permanent Aerospace

Safety Committee (“ASC”) of the Board of Directors. Boeing promised these efforts would be

part of a Company-wide realignment behind safety priorities including in its manufacturing,

engineering, and production operations.

7. The Class Period starts on October 23, 2019, when Defendants boasted that Boeing

was “making steady progress,” on its “top priority . . . the safe return to service of the 737 MAX.”

Throughout the Class Period, Defendants made similar statements, consistently assuring investors

that Boeing was “laser-focused on . . . safety, quality and transparency.” Defendants also claimed

that Boeing did not make “trade-offs,” between safety and profit, and that safety has “always been

the priority and that will continue to be” at Boeing.

8. Unbeknownst to investors, statements such as those above were false and

misleading because Boeing failed to disclose that it had been prioritizing its profits over safety,

which led to poor quality control standards in the production of its commercial aircrafts such as

the 737 MAX, resulting in a heightened risk of manufacturing flaws which could render the

Company’s new airplanes unsafe. This very risk had materialized during the Class Period. These

false and/or misleading statements caused Boeing stock to trade at artificially inflated prices during

the Class Period.

9. It took a near disaster to expose this heightened safety risk. The public first learned

about it on January 5, 2024 when a panel called a “door plug” flew out of the side of a 737 MAX

9 (a variant of 737 MAX) during Alaska Airlines Flight 1282. This left a gaping hole in the plane’s

main cabin, feet from where passengers were sitting. The hole caused an uncontrolled

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decompression of the aircraft shortly after takeoff and forced the pilots to make an emergency

landing as passengers messaged their loved ones.

10. Fortunately, all 171 passengers and six crew members survived the accident.

Indeed, aviation accident experts have opined that the incident could have been far worse if it had

not occurred in the plane’s initial ascent when the aircraft is lower to the ground and passengers

are generally buckled in seatbelts, as opposed to walking around the cabin.

11. Due to the gravity of the incident, regulators were forced to immediately spring into

action to determine its cause and prevent any future catastrophes. This includes investigations into

Boeing’s manufacturing process by federal aviation regulators as well as inspections of planes that

could have similar defects. Soon thereafter, 171 of the 737 MAX 9 planes were grounded pending

further inspection. Defendant Calhoun has essentially admitted that the emergency was Boeing’s

doing, telling employees the Company would acknowledge its mistakes and calling the incident a

“quality escape” related to a manufacturing lapse on the part of Boeing and one of its major

suppliers.

12. Over the next few weeks, investigations into the incident continued and problems

with such door plugs on other 737 MAX planes were discovered including loose bolts holding the

door plugs in place, further revealing the Company’s manufacturing and production missteps and

leading to the grounding of many 737 MAX 9 planes. Due to these issues, Boeing customers in

China have delayed their orders of 737 MAX airplanes pending additional safety inspections and

U.S. regulators barred the Company from expanding production of its 737 MAX planes. In

reaction to these disclosures, Boeing’s stock price plummeted from $249.00 on January 5, 2024 to

$201.88 on January 25, 2024, a $47.12 per share or 18.9% decline.

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13. As a result of Defendants’ wrongful acts and omissions, and the resulting decline

in the market value of Boeing’s stock, Plaintiff and the Class (defined herein) suffered significant

losses and damages under the federal securities laws.

III. JURISDICTION AND VENUE

14. The claims asserted arise under Sections 10(b) and 20(a) of the Exchange Act, 15

U.S.C. §§ 78j(b) and 78t(a), and Rule 10b-5 promulgated thereunder by the SEC, 17 C.F.R. §

240.10b-5.

15. This Court has jurisdiction over the subject matter of this action under 28 U.S.C.

§§ 1331 and 1337, and Section 27 of the Exchange Act, 15 U.S.C. § 78aa.

16. Venue is proper in this District pursuant to Section 27 of the Exchange Act and 28

U.S.C. § 1391(b). Defendant Boeing is headquartered in this District and a significant portion of

its business, actions, and the subsequent damages to Plaintiff and the Class, took place within this

District.

17. In connection with the acts alleged in this complaint, Defendants, directly or

indirectly, used the means and instrumentalities of interstate commerce, including, but not limited

to, the mails, interstate telephone communications, and the facilities of the national securities

markets.

IV. PARTIES

18. Plaintiff purchased Boeing stock during the Class Period, as indicated in the

certification submitted herewith, and suffered damages as a result of the violations of federal

securities laws alleged herein.

19. Defendant Boeing is a Delaware corporation with its principal executive offices

located at 929 Long Bridge Drive Arlington, Virginia. The Company’s shares trade on the NYSE

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under the ticker symbol “BA.” As of October 18, 2023, Boeing had 604,976,797 shares of

common stock outstanding, owned by hundreds or thousands of investors.

20. Defendant David L. Calhoun is President and Chief Executive Officer (“CEO”) of

Boeing and has served in those roles since January 2020.

21. Defendant Dennis A. Muilenburg served as President and CEO of Boeing from the

beginning of the Class Period until December, 2019.

22. Defendant Brian J. West is the Chief Financial Officer (“CFO”) of Boeing and had

held that role during since August 2021.

23. Gregory D. Smith served as CFO of Boeing from the beginning of the Class Period

until July 2021.

24. Defendants Calhoun, Muilenburg, West, and Smith are collectively referred to

herein as the “Individual Defendants.” The Individual Defendants, because of their positions with

Boeing, possessed the power and authority to control the contents of Boeing’s reports to the SEC,

press releases, and presentations to securities analysts, money portfolio managers and institutional

investors, i.e., the market. Each of the Individual Defendants was provided with copies of the

Company’s reports and press releases alleged herein to be misleading prior to, or shortly after,

their issuance and had the ability and opportunity to prevent their issuance or cause them to be

corrected. Because of their positions and access to material non-public information available, the

Individual Defendants knew that the adverse facts specified herein had not been disclosed to, and

were being concealed from, the public, and that the positive representations which were being

made were then materially false and misleading. The Individual Defendants are liable for the false

statements pleaded herein, as those statements were each “group-published” information, the result

of the collective actions of the Individual Defendants.

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25. Boeing is liable for the acts of the Individual Defendants, and its employees under

the doctrine of respondeat superior and common law principles of agency as all the wrongful acts

complained of herein were carried out within the scope of their employment with authorization.

26. The scienter of the Individual Defendants, and other employees and agents of the

Company are similarly imputed to Boeing under respondeat superior and agency principles.

V. BACKGROUND

27. Boeing is one of the world’s leading producers of commercial aircraft. Boeing was

originally founded in 1916 and found massive success developing early commercial jet aircraft

such as the 707 and the original 737.

28. Among Boeing’s current marquee products is the 737 MAX, its fastest and best-

selling jet. The 737 Max 7 began commercial service in May 2017. There are four versions of the

737 MAX including the 737 MAX 7, the 737 MAX 8, the 737 MAX 9, and the 737 MAX 10.

Both the 737 MAX 8 and the 737 MAX 9 are currently in service. The 737 MAX is critical not

only to Boeing’s present business, but its future. As of August 2023, there were 3,839 unfilled

orders for the 737 MAX. Boeing is also working to get two new models certified by regulators:

the 737 MAX 7 and the 737 MAX 10.

29. Airlines in countries around the world, including the United States, rely on 737

MAX planes. In fact, there are 1,160 active 737 MAX jets in the world. United Airlines has 79

of the MAX 9 version of these airplanes in its fleet, more than any other carrier. Alaska Airlines

is another major user of the 737 MAX 9 and numerous airlines around the world also rely on the

737 MAX 9.

30. Selling 737 MAX airplanes, particularly to newer customers in the growing

Chinese market, is critical to Boeing’s future sales and profit growth. Boeing forecasts that the

Chinese market will account for a fifth of the world’s airplane deliveries in the next two decades.

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31. Boeing’s business is heavily regulated. For instance, in the United States, its

commercial aircrafts must comply with Federal Aviation Administration (“FAA”) regulations

governing production and quality systems, airworthiness and installation approvals, repair

procedures and continuing operational safety. In addition, Boeing is overseen by the National

Transportation Safety Board (“NTSB”), a U.S. agency responsible for civil transportation accident

investigation.

32. Over the last two decades, Boeing has become increasingly reliant on outsourcing

manufacturing tasks to third-party suppliers to produce components for its aircrafts, including the

737 MAX. Critics have described this gradual increase in outsourcing as evidence that Boeing’s

corporate culture, which had once prized quality engineering and safety, had shifted to prioritizing

profits. In fact, Boeing was warned repeatedly by its own engineers that such outsourcing could

weaken its quality control standards.

33. One of Boeing’s most important suppliers is Spirit AeroSystems, which builds the

737 Max fuselage (the main body of the aircraft). When building 737 MAX planes, Spirit

AeroSystems installs “door plugs” in certain units in place of an emergency exit if an emergency

exit is not needed. During the Class Period, Defendants were on notice of quality assurance

problems at Spirit AeroSystems. During 2023, Boeing identified at least two separate quality

failures by Spirit AeroSystems. Further, according to a shareholder lawsuit against Spirit

AeroSystems, quality issues caused Boeing to put Spirit AeroSystems on probation at times during

the Class period.

34. Even as Boeing outsourced several manufacturing functions to suppliers, the

Company has retained full responsibility for monitoring those processes and assured investors it

was engaged in appropriate oversight.

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35. Soon after its launch, a critical software issue in the design of the 737 MAX caused

two crashes of 737 MAX 8 jets in October 2018 and March 2019. These disasters killed 346

people and led to the 737 MAX planes around the world being grounded until December 2020.

Investigations revealed not only that the crashes were caused by a malfunction in software

how to override the software if it malfunctioned.

36. Subsequently, Defendants claimed Boeing had a renewed focus on safety and that

it would no longer cut corners or prioritize profit over safety. The Class Period begins after these

crashes, when Defendants assured investors that Boeing had overhauled its operations to focus on

safety, quality, and oversight of its manufacturing and production. Besides creating the ASC,

Boeing created a Product and Services Safety organization to bolster the Company’s safety

functions. Boeing also organized its engineering operations to have all Boeing engineers report

through Boeing’s chief engineer rather than to the business units. Boeing promised customers and

regulators that such moves were part of a broad organization prioritization of safety which included

manufacturing quality.

VI. DEFENDANTS’ MATERIALLY FALSE AND MISLEADING STATEMENTS

Third Fiscal Quarter 2019

37. The Class Period begins on October 23, 2019, when the Company announced its

financial results for the third fiscal quarter of 2019 ended September 30, 2019. In a press release

announcing these results, Defendants claimed “[o]ur top priority remains the safe return to service

of the 737 MAX, and we’re making steady progress,” and claimed Boeing had “taken action to

further sharpen our company’s focus on product and services safety, and we continue to deliver on

customer commitments and capture new opportunities with our values of safety, quality and

integrity always at the forefront.”

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38. In the related earnings call the same day, Defendants made the following false and

misleading statements:

Our priority remains supporting the safe return to service of the

MAX and assisting our airline customers and operators through this

difficult time.

. . .

In preparation for the safe return of the 737 MAX to service, we

have worked to build the trust and confidence of our customers and

regulators.

. . .

In summary, our priority continues to be the safe return to service of

the 737 MAX, and we’ve continued to allocate additional resources

and attention on this effort.

. . .

We will continue to apply whatever resources are required to return

the 737 MAX safely into the fleet and take the time necessary to do

so, working hand in hand with our customers.

. . .

It’s important to note that everything we do are focused on quality

and safety are and always have been our highest priority. We do not

compromise these values for cost or schedule.

. . .

We’ll stay true to our enduring values of safety, quality and integrity

while driving operational excellence across the enterprise. We will

never waver in our commitment, the importance of our work

demands it. Nothing is more important to us than the safety of our

customers and the flying public. The safe return to service of the

737 MAX is our company's top priority.

. . .

And I can tell you, we are making steady daily progress. We have

a well-defined plan, and we’re performing against that plan. And

the preeminent focus here is on safety. We’re going to take the time

to get it right, make sure it’s safe. And we’ll continue to share the

milestone progress as we go.

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. . .

I think everybody here is aligned on the objective of a safe aviation

system for our country. And I know that's the interest of the

committees. That is clearly the interest of our company. And I look

forward to participating in those hearings and talk about what we’re

doing, all again with a focus on safety. And that’s our culture, that’s

what our company is about.

39. On October 23, 2019, the Company also filed with the SEC a Form 10-Q reporting

the Company’s financial and operational results for the quarter (the “Q3 2019 10-Q”) which

incorporated risk factors disclosed in the Company’s Form 10-K for the year ended December 31,

2018. Such risk factors include the following:

We are dependent upon the ability of a large number of U.S. and

non-U.S. suppliers and subcontractors to meet performance

specifications, quality standards and delivery schedules at our

anticipated costs. While we maintain an extensive qualification and

performance surveillance system to control risk associated with such

reliance on third parties, failure of suppliers or subcontractors to

meet commitments could adversely affect production schedules and

program/contract profitability, thereby jeopardizing our ability to

fulfill commitments to our customers.

. . .

In addition, technical or quality issues that arise during development

could lead to schedule delays and higher costs to complete, which

could result in a material charge or otherwise adversely affect our

financial condition.

. . .

If our commercial airplanes fail to satisfy performance and

reliability requirements, we could face additional costs and/or lower

revenues.

40. Appended as an exhibit to the Q3 2019 10-Q were signed certifications pursuant to

the Sarbanes-Oxley Act of 2002 (“SOX”), wherein the Individual Defendants certified that “[t]he

[Q3 2019 10-Q] fully complies with the requirements of section 13(a) or 15(d) of the [Exchange

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Act]” and that “[t]he information contained in the [Q3 2019 10-Q] fairly presents, in all material

respects, the financial condition and results of operations of the Company.”

Baird Sponsored Conference

41. Then, on November 6, 2019, Defendant Smith spoke at the Baird Global Industrial

Conference. When asked if Boeing sacrifices “quality or safety for cost or schedule things,”

Defendant Smith stated:

I’ve never seen a trade take place there between those elements.

Safety has always been at the forefront of our business. It’s a 103-

year old business that is – that’s the basis of this business and the

success of this business is entering into whether you’re entering into

a spacecraft or an airplane or a fighter or a helicopter safety is at the

forefront of everything we do. And it’s embedded in the culture.

We certainly have reflected a lot on the Max . . . . And our job is to

ensure that nothing like that ever happens again. And that’s the

priority within the company. And safety, again is always been a key

element . . . . There’s no trade-offs that take place there. That’s the

priority, that’s always been the priority and that will continue to be.

Fourth Fiscal Quarter 2019 and Full Year 2019

42. On January 29, 2020, the Company announced its financial results for the fourth

fiscal quarter of 2019 and for the year ended December 31, 2019. In a press release announcing

these results, Defendants stated:

We are focused on returning the 737 MAX to service safely and

restoring the long-standing trust that the Boeing brand represents

with the flying public. We are committed to transparency and

excellence in everything we do. Safety will underwrite every

decision, every action and every step we take as we move forward.

Fortunately, the strength of our overall Boeing portfolio of

businesses provides the financial liquidity to follow a thorough and

disciplined recovery process.

43. In the related earnings call the same day, Defendants made the following false and

misleading statements:

We’re committed to getting back on our front foot, learning with

humility and building on the powerful legacy they and their

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predecessors have created over the last century. This includes

engaging with one another and our stakeholders with greater

transparency, holding ourselves accountable to the highest standards

of safety and quality and incorporating an outside-in perspective on

what we do and how we do it.

. . .

First and foremost, our primary focus continues to be returning the

737 MAX to service safely. This includes following the lead of our

regulators and working with them to ensure they’re satisfied

completely with the airplane and our work.

. . .

As you well know, over the last year, the entire Boeing Board has

been actively engaged in helping to resolve our current challenges

and enhancing our governance and safety oversight. These actions

included establishing a Board Safety Committee and realigning and

elevating safety management and engineering organizations across

the company. These organization design changes will shine bright

lights on the safety process and the engineering disciplines that

underlie them.

. . .

As previously announced, we’ve also decided to temporarily

suspend the 737 production beginning this month. We believe this

decision is least disruptive to maintaining long-term production

system and supply chain health. We will work closely with our

supply chain to ensure we are ready to safely and smartly return to

production.

. . .

Similarly, public, customer and stakeholder confidence in the 737

MAX is critically important to us. And with that focus, we’ve

decided to recommend simulator training combined with computer-

based training for all pilots prior to return to service. Our singular

priority is safety, and every decision, every action, every step we

take as we move forward will be guided by it.

. . .

Our culture is centered around strong shared value, safety, quality

and integrity. Every day, we will recommit to these and foster an

inclusive environment that embraces oversight and accountability

and puts these 3 core principles above all else. We will listen and

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resolve real-time any all employee concerns pertaining to safety or

other of our shared values.

. . .

We will also focus on operating with excellence. We must get back

to basics: delivering safe products and services to our customers

while continuously improving our quality.

. . .

We’ll keep taking steps to manage our supply chain health and

maintain workforce expertise across the enterprise, so that in

particularly, with respect to the 737 MAX, we’ll be ready to restart

production, increase rate safely, smartly, disciplined and with the

highest standards of quality.

. . .

The focus right now, safely get this thing back in the air, and we’re

going to do it one airplane at a time . . . and ensure that we have this

production system stable as we move up and delivering on our

commitments to our customers.

44. On January 31, 2020, Boeing also filed with the SEC its Form 10-K reporting the

Company’s financial and operational results for the year (the “2019 10-K”) which included the

following false and misleading risk factors:

We are dependent upon the ability of a large number of U.S. and

non-U.S. suppliers and subcontractors to meet performance

specifications, quality standards and delivery schedules at our

anticipated costs. While we maintain an extensive qualification and

performance surveillance system to control risk associated with such

reliance on third parties, failure of suppliers or subcontractors to

meet commitments could adversely affect production schedules and

program/contract profitability, thereby jeopardizing our ability to

fulfill commitments to our customers.

. . .

In addition, technical or quality issues that arise during development

could lead to schedule delays and higher costs to complete, which

could result in a material charge or otherwise adversely affect our

financial condition.

. . .

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If our commercial airplanes fail to satisfy performance and

reliability requirements, we could face additional costs and/or lower

revenues.

45. The 2019 10-K also included the following false and misleading statements:

We are focused on safely returning the 737 MAX to service.

. . .

We are focused on safely returning the 737 MAX to service,

improving our products and services and continuing our cost-

reduction efforts, which enhances our ability to compete.

46. Appended as an exhibit to the 2019 10-K were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [2019 10-K] fully complies with the

requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [2019 10-K] fairly presents, in all material respects, the financial condition and

results of operations of the Company.”

First Fiscal Quarter 2020

47. Then, on April 29, 2020 the Company announced its financial results for the first

fiscal quarter of 2020 ended March 31, 2020. In a press release announcing these results,

Defendants claimed “[w]e are progressing toward the safe return to service of the 737 MAX, and

we are driving safety, quality and operational excellence into all that we do every day.”

48. In the related earnings call the same day, Defendants made the following false and

misleading statements:

We’re continuing our work on the safe return of the MAX to service,

working closely with the FAA and other global regulators.

. . .

Looking ahead, we will continue to concentrate on what is most

important across Boeing. To that end, I established 6 company

priorities in January. They included returning the 737 MAX safely

to service and earning back trust with our stakeholders.

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. . .

We are progressing toward the safe return to service of the 737

MAX, and we are driving safety, quality, and operational excellence

into all that we do every day.

49. On April 29, 2020, Boeing also filed with the SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q1 2020 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2019 10-K described above.

50. Appended as an exhibit to the Q1 2020 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q3 2019 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [Q3 2019 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

Second Fiscal Quarter 2020

51. Then, on July 29, 2020 the Company announced its financial results for the second

quarter of 2020 ended June 30, 2020. In a press release announcing these results, Defendants

claimed Boeing “resumed early stages of production on the 737 program with a focus on safety,

quality and operational excellence. Following the lead of global regulators, Boeing made steady

progress toward the safe return to service of the 737, including completion of FAA certification

flight tests.”

52. In the related earnings call the same day, Defendants made the following false and

misleading statements:

We’re continuing to make steady progress towards the safe return of

the 737 to service, working closely with the FAA and other global

regulators.

. . .

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After an approximately 4-month suspension of production

operations, in May, we resumed early stages of our 737 production

line. During the suspension, we implemented more than a dozen

initiatives focused on workplace safety, product quality, and they

have strengthened the production system and helped optimize the

build environment, allowing for more predictability and stability for

future rate increases.

53. On July 29, 2020, Boeing also filed with the SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q2 2020 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2019 10-K described above.

54. Appended as an exhibit to the Q2 2020 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q2 2020 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [Q2 2020 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

Jefferies Sponsored Conference

55. Then, on August 5, 2020, Defendant Smith attended the Jefferies Industrials

Conference. When asked about the Company’s spending priorities, Defendant Smith claimed:

[W]e have not lost sight on the importance of making investments

that are critical to the future of the business, for sure. That certainly

includes investments in safety and quality and the operational

excellence and aspects around our people and key technologies

whether in factory enhancements and end products.

Third Fiscal Quarter 2020

56. On October 28, 2020 the Company announced its financial results for the third

quarter of 2020 ended September 30, 2020. In a press release announcing these results, Defendants

claimed Boeing “made steady progress toward the safe return to service of the 737 MAX, including

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rigorous certification and validation flights conducted by the U.S. Federal Aviation

Administration, Transport Canada and the European Union Aviation Safety Agency.”

57. In the related earnings call the same day, Defendants made the following false and

misleading statements:

Turning to our overhead and organizational pillar. This is where

we’ve been looking critically at our cost structure, at how Boeing

operates and how we're organized, benchmarked to top-quartile

standards so we can simplify, reduce layers, reduce bureaucracy,

while ensuring we strengthen connections vital to safety, quality and

performance.

. . .

[W]e’re working diligently to accelerate operational excellence

across the enterprise so that we can improve performance, enhance

quality, safety, reduce rework and associated costs.

58. On October 28, 2020, Boeing also filed with the SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q3 2020 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2019 10-K described above.

59. Appended as an exhibit to the Q3 2020 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q3 2020 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [Q3 2020 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

Credit Suisse Sponsored Conference

60. Then, on December 4, 2020, Defendant Smith attended the Credit Suisse Global

Industrials Conference. There, Defendant Smith claimed the Company was “laser-focused on . . .

safety, quality and transparency.”

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 19 of 48 PageID# 19

Fourth Fiscal Quarter 2020 and Full Year 2020

61. On January 27, 2021, the Company announced its financial results for the fourth

fiscal quarter of 2020 and for the year ended December 31, 2020. In a press release announcing

these results, Defendants claimed:

The return to service of the 737 MAX in the U.S. and several other

markets was an important step, and Boeing continues to follow the

lead of global regulators and support its customers. Since the FAA’s

approval to return to operations, Boeing has delivered over 40 737

MAX aircraft and five airlines have safely returned their fleets to

service as of January 25, 2021, safely flying more than 2,700

revenue flights and approximately 5,500 flight hours.

62. In the related earnings call the same day, Defendants made the following false and

misleading statements:

A lot has happened in the last few months. So let me begin by

sharing some of the highlights starting with the 737 MAX on the

next chart. We made significant progress on the 737 program this

quarter. The FAA in the United States, ANAC in Brazil, Transport

Canada and just this morning, EASA in Europe have approved the

resumption of 737 MAX operations, marking important milestones

on our return to service journey. I would encourage all of you to

read the various reports issued by our regulators regarding the

intense scrutiny they put our airplanes through. This is the

culmination of a comprehensive effort, including roughly 400,000

engineering hours, 1,400 test and check flights and over 3,000 flight

hours completed on the airplane. Following one of the most

rigorous certification efforts in aviation history, we’re confident in

the safety of our airplane.

. . .

We continue to work with global regulators and our customers to

safely return the airplane to service worldwide.

. . .

[W]e’re focused on safely delivering our 737 MAX airplanes that

are in inventory, which began in December of last year. Prior to the

delivery, teams are performing all the necessary tests and ensuring

each airplane receives customized care and rolls into a delivery stall

ready for customer acceptance and FAA review.

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 20 of 48 PageID# 20

. . .

Since the FAA’s approval to return the operations on November 18,

we’ve delivered more than 40 737 MAX aircraft to our customers,

and 5 airlines have safely returned their fleets to service, safely

flying over 2,700 flights and approximately 5,500 flight hours as of

January 25.

. . .

As part of our continued commitment to safety, we recently

announced our first Chief Aerospace Safety Officer.

. . .

We’re also evolving the way we work with our [12,000] suppliers.

This began with our Boeing supplier (inaudible), which expanded

(inaudible) can strengthen the relationship, yield improvement in

quality, affordability, performance, on-time delivery.”

. . .

And as we take action, we’re ensuring that every step only further

drives key [improvements] efforts in safety, quality, and [delivery

on building on our] commitments.

63. On February 1, 2021, the Company also filed with the SEC an annual report on

Form 10-K reporting the Company’s financial and operational results for the year (the “2020 10-

K”) which included the following false and misleading risk factors:

We are subject to a number of risks and uncertainties related to the

737 MAX. These risks include uncertainties regarding the timing

and conditions of 737 MAX regulatory approvals, in certain non-

U.S. jurisdictions, lower than planned production rates and/or

delivery rates, increased considerations to customers, increased

supplier costs and supply chain health, changes to the assumptions

and estimates made in our financial statements regarding the 737

program, and potential outcomes of various 737 MAX-related legal

proceedings and government investigations.

. . .

Our Commercial Airplanes business depends on our ability to

maintain a healthy production system, achieve planned production

rate targets, successfully develop new aircraft or new derivative

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 21 of 48 PageID# 21

aircraft, and meet or exceed stringent performance and reliability

standards.

. . .

Our ability to deliver products and services that satisfy customer

requirements is heavily dependent on the performance and financial

stability of our subcontractors and suppliers, as well as on the

availability of raw materials and other components.

64. The 2020 10-K also included the following false and misleading statements: “We

are focused on safely returning the 737 MAX to service for all of our customers.”

65. Appended as an exhibit to the 2020 10-K were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [2020 10-K] fully complies with the

requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [2020 10-K] fairly presents, in all material respects, the financial condition and

results of operations of the Company.”

First Fiscal Quarter 2021

66. On April 28, 2021 the Company announced its financial results for the first quarter

of 2021 ended March 31, 2021. In a press release announcing these results, Defendant Calhoun

claimed “we remain focused on safety, quality and integrity as we deliver on our customer

commitments.”

67. In the related earnings call the same day, Defendants made the following false and

misleading statements:

[I]n the last several months, we’ve made important progress in

safely returning the MAX to service worldwide. Since the FAA’s

ungrounding late last year, more than 165 countries have now

approved the resumption of MAX operations. We’ve delivered

more -- 85 MAX airplanes to customers, 21 airlines have returned

their fleets to service and we’ve safely flown more than 26,000

commercial flights, totaling more than 58,000 flight hours.

. . .

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 22 of 48 PageID# 22

[W]e’re firmly grounded and guided by our core values: safety,

quality, and integrity.

68. On April 28, 2021, Boeing also filed with the SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q1 2021 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2020 10-K described above.

69. Appended as an exhibit to the Q1 2021 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q1 2021 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [Q1 2021 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

Second Fiscal Quarter 2021

70. On July 28, 2021, the Company announced its financial results for the second

quarter of 2021 ended June 30, 2021. In a press release announcing these results, Defendant

Calhoun claimed “we remain committed to safety and quality, while investing in our people,

products and technology.”

71. In the related earnings call the same day, Defendants made the following false and

misleading statements:

175 countries have now approved the resumption of 737 MAX

operations. We’ve delivered more than 130 airplanes. Our airline

customers have returned more than 190 previously grounded

airplanes to revenue service. 30 airlines have returned their fleets to

service. And those airlines have safely flown nearly 95,000

commercial flights, totaling more than 218,000 flight hours.

Importantly, the fleet has an impressive schedule reliability rate of

more than 99%.

. . .

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 23 of 48 PageID# 23

Turning to our efforts to drive stability. With every action we are

driving toward engineering excellence, production system stability

and first-time quality and delivery predictability, which holding

ourselves accountable to the highest standards. We’re

implementing comprehensive quality and productivity initiatives in

our factories and strengthening our quality reviews within our

supply chain. We conduct regular audits internally with suppliers to

ensure adherence to approve processes and practices ranging from

production methods to documentation standards. And as part of our

process, we proactively and transparently keep the FAA fully aware

of our efforts.

. . .

As we continue to transform our business, we remain committed to

quality, safety, integrity and transparency in everything that we do

and every action we take.

72. On July 28, 2021, Boeing also filed with SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q2 2021 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2020 10-K described above.

73. Appended as an exhibit to the Q2 2021 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q2 2021 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [Q2 2021 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

Third Fiscal Quarter 2021

74. On October 27, 2021, the Company announced its financial results for the second

quarter of 2021 ended September 30, 2021. In a press release announcing these results, Defendants

claimed “Boeing is continuing to make progress on the global safe return to service of the 737

MAX.”

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 24 of 48 PageID# 24

75. In the related earnings call the same day, Defendants made the following false and

misleading statements:

We’re continuing our transformational efforts to create long-lasting

value, which will improve our performance, help us generate

positive cash flow and create a foundation to enable us to return to

healthy margins. While we do this, we remain committed to safety,

quality and transparency.

. . .

We’re making important progress. We’re taking the right actions to

drive stability, to drive safety and quality in everything that we do.

. . .

In the short time I’ve been here, the priorities couldn’t be more clear:

Deliver for our customers, drive the highest levels of safety, quality

and stability in all we do, innovate for the future and generate

positive, sustainable free cash flow.

76. On October 27, 2021, Boeing also filed with the SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q3 2021 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2020 10-K described above.

77. Appended as an exhibit to the Q3 2021 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q3 2021 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [Q3 2021 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

Fourth Fiscal Quarter 2021 and Full Year 2021

78. On January 26, 2022, the Company announced its financial results for the fourth

fiscal quarter of 2021 and for the year ended December 31, 2021. In a press release announcing

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 25 of 48 PageID# 25

these results, Defendants claimed “Boeing is continuing to make progress on the global safe return

to service of the 737 MAX.”

79. In the related earnings call the same day, Defendants made the following false and

misleading statements:

We’ve flown safely over 800,000 flight hours, 99.3% service

reliability. And we’ve now flown more post the MAX grounding

than we did pre-MAX grounding.

. . .

I’ll highlight the priorities we have. I don’t think any of them should

surprise anybody. They may look boring with respect to words like

stability, safety, quality management. But that is still our focus, and

we're going to be relentless about it. This is a very important year

as we begin the year and then exit the year where we can predict to

customers and to all of you the deliveries of our airplanes and ensure

the quality is what it needs to be, et cetera. And culturally, our team

is getting closer to their work than they’ve ever been. We feel good

about that, and we invest. We’re investing heavily in the future

capabilities of our company.

. . .

We remain focused on solidifying our business for long-term

success. The lessons we've learned and the changes we’ve

implemented in the last 2 years will help us to do that. We’re driving

safety, quality, stability into every corner of our operations to enable

future growth. And we made solid progress against our goals over

the last 3 months.

. . .

As we invest, we continue to be laser-focused on our business

transformation efforts to drive quality, productivity and cash flow.

80. On January 31, 2022, Boeing also filed with the SEC an annual report on Form 10-

K reporting the Company’s financial and operational results for the year (the “2021 10-K”) which

included the following false and misleading risk factors:

We remain subject to a number of risks and uncertainties related to

the 737 MAX. These risks include uncertainties regarding the

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 26 of 48 PageID# 26

timing and conditions of remaining 737 MAX regulatory approvals,

lower than planned production rates and/or delivery rates, additional

considerations to customers, increased supplier costs and supply

chain health, changes to the assumptions and estimates made in our

financial statements regarding the 737 program and potential

outcomes of 737 MAX-related legal proceedings and government

investigations that remain outstanding.

. . .

Our Commercial Airplanes business depends on our ability to

maintain a healthy production system, ensure every airplane in our

production system conforms to our exacting specification, achieve

planned production rate targets, successfully develop new aircraft or

new derivative aircraft, and meet or exceed stringent performance

and reliability standards.

. . .

Our ability to deliver products and services that satisfy customer

requirements is heavily dependent on the performance and financial

stability of our subcontractors and suppliers, as well as on the

availability of raw materials and other components.

81. The 2021 10-K also included the following false and misleading statements:

Safety, quality, integrity and sustainability are at the core of how

Boeing operates.

. . .

We intend to continue to compete with other airplane manufacturers

by providing customers with higher quality products.

82. Appended as an exhibit to the 2021 10-K were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [2021 10-K] fully complies with the

requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [2021 10-K] fairly presents, in all material respects, the financial condition and

results of operations of the Company.”

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 27 of 48 PageID# 27

First Fiscal Quarter 2022

83. On April 27, 2022, the Company announced its financial results for the first quarter

of 2022 ended March 31, 2022. In a press release announcing these results, Defendants claimed

“Boeing has nearly completed the global safe return to service of the 737 MAX and the fleet has

flown more than one million total flight hours since late 2020.”

84. In the related earnings call the same day, Defendants made the following false and

misleading statements:

Everything we are doing is leading with safety and quality and

ultimately driving stability for our airline customers. And we

believe we’re taking the right actions for the future.

. . .

As we deliver today’s numbers, know that we are increasing our

investment, safety and producibility, digital transformation,

autonomy and sustainable aerospace are the keynotes with respect

to where those investments are going.

. . .

Stability and predictability, it’s coming along. It will matter in the

years ahead. And above all else, our culture is built around safety,

built around quality. And transparency is the word of the day with

respect to how we interact with our counterparties everywhere in the

world.

. . .

[W]hile we do all this, we’re laser-focused on safety, quality and

stability. We believe these are the right actions and resource calls.

And we remain confident in the strength of our business now and in

the future.

85. On April 27, 2022, Boeing also filed with the SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q1 2022 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2021 10-K described above.

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 28 of 48 PageID# 28

86. Appended as an exhibit to the Q1 2022 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q1 2022 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [Q1 2022 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

Second Fiscal Quarter 2022

87. On July 27, 2022, the Company announced its financial results for the second

quarter of 2022 ended June 30, 2022. In a press release announcing these results, Defendant

Calhoun claimed “[w]e will stay focused on safety, quality and transparency, as we drive stability,

improve performance, and continue to invest in our future.”

88. In the related earnings call the same day, Defendants claimed “[s]afety, quality,

transparency, these are values, and this is what we remain focused on”

89. On July 27, 2022, Boeing also filed with the SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q2 2022 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2021 10-K described above.

90. Appended as an exhibit to the Q2 2022 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q2 2022 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [Q2 2022 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

Third Fiscal Quarter 2022

91. On October 26, 2022, the Company announced its financial results for the third

quarter of 2022 ended September 30, 2022. In the related earnings call the same day, Defendants

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 29 of 48 PageID# 29

claimed “On the 737 MAX, return to service. Again, philosophy is one at a time. 1 million revenue

flights, exceptional schedule reliability, that’s what we’ve experienced.”

92. On October 26, 2022, Boeing also filed with the SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q3 2022 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2021 10-K described above.

93. Appended as an exhibit to the Q3 2022 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q3 2022 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [Q3 2022 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

Fourth Fiscal Quarter 2022 and Full Year 2022

94. On January 25, 2023, the Company announced its financial results for the fourth

fiscal quarter of 2022 and for the year ended December 31, 2022. In a press release announcing

these results, Defendants claimed “We are investing in our business, innovating and prioritizing

safety, quality and transparency . . . . While challenges remain, we are well positioned and are on

the right path to restoring our operational and financial strength.”

95. In the related earnings call the same day, Defendants claimed “the 737 MAX team

has made tremendous progress. Fleet is performing exceptionally well. Production is stabilizing,

demand is strong . . . . [S]ince our return to service, the fleet has surpassed 3 million flight hours.

It’s safe and it’s the most reliable of the airplane fleets.”

96. On January 27, 2023, Boeing also filed with the SEC an annual report on Form 10-

K reporting the Company’s financial and operational results for the year (the “2022 10-K”) which

included the following false and misleading risk factors:

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 30 of 48 PageID# 30

Our Commercial Airplanes business depends on our ability to

maintain a healthy production system, ensure every airplane in our

production system conforms to our exacting specifications, achieve

planned production rate targets, successfully develop and certify

new aircraft or new derivative aircraft, and meet or exceed stringent

performance and reliability standards.

. . .

Our ability to deliver products and services that satisfy customer

requirements is heavily dependent on the performance and financial

stability of our subcontractors and suppliers, as well as on the

availability of highly skilled labor, raw materials and other

components.

97. Appended as an exhibit to the 2022 10-K were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [2022 10-K] fully complies with the

requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [2022 10-K] fairly presents, in all material respects, the financial condition and

results of operations of the Company.”

First Fiscal Quarter 2023

98. On April 26, 2023, the Company announced its financial results for the first quarter

of 2023 ended March 31, 2023. In the related earnings call the same day, Defendants made the

following false and misleading statements in response to an issue with the 737 MAX

manufacturing process revealed by the Company’s fuselage supplier:

As we mentioned last week, there’s no immediate safety of flight

issue, and the fleet can continue to operate safely. We will work

diligently through this process together. We will prioritize safety.

We will prioritize quality and transparency every step of the way.

Taking a wider view. I couldn’t be more proud of the MAX team

and the progress that we have made. We now have over 1,000 737

MAX airplanes flying in the fleet. And since our return to service,

the fleet has safely flown more than 4 million flight hours with

exceptional reliability.

. . .

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 31 of 48 PageID# 31

Again, no safety implications. The margins in our designs provide

for significantly greater safety protection. So anyway, I don’t ever

accept and I hope you don’t think we might ever accept that where

these things go on, but this one, in particular, very, very difficult, no

matter how many people you put in the field or that Spirit puts out

there to see. Anyway, the good news is we've now been through the

unveiling of the issue. We’ve been through the rework procedures,

both on the captured fuselages in our factory that have not yet gone

through the subsequent stages. And we’ve already looked at finished

good airplanes where we have to remove the fin in order to get at it.

And these are all now defined work scopes. And now we just get

more efficient in the process of doing that reworking.

99. On April 26, 2023, Boeing also filed with the SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q1 2023 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2022 10-K described above.

100. In addition, in the Q1 2023 10-Q, Defendants issued the following false and

misleading statement: “In April 2023, our fuselage supplier notified us that a non-standard

manufacturing process was used on two fittings in the aft fuselage section of certain 737-7, 737-8

and 737 military derivative aircraft. This issue does not affect the 737-9 or 737-10 minor models.

There is not an immediate safety of flight issue and the in-service fleet can continue operating

safely.”

101. Appended as an exhibit to the Q1 2023 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q1 2023 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [Q1 2023 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 32 of 48 PageID# 32

Second Fiscal Quarter 2023

102. On July 26, 2023, the Company announced its financial results for the first quarter

of 2023 ended June 30, 2023. In the related earnings call the same day, Defendants made the

following false and misleading statements:

With respect to the Spirit quality escapes, the work stoppage and the

bridge impairment, all have been contained and will be remedied as

we exit the third quarter. But it will cost us a few deliveries in the

quarter itself.

. . .

I’d like to recognize our team and our customers on the 737 MAX

return to service. As of this month, the fleet has flown more than 5

million flight hours and over 2 million flights since returning to

service, all with exceptional reliability.

103. On July 26, 2023, Boeing also filed with the SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q2 2023 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2022 10-K described above.

104. In addition, in the Q2 2023 10-Q, Defendants made the following false and

misleading statement: “In April 2023, our fuselage supplier notified us that a non-standard

manufacturing process was used on two fittings in the aft fuselage section of certain 737-7, 737-8

and 737 military derivative aircraft. There is not a safety of flight issue and the in-service fleet

can continue operating safely. While this impacted deliveries in the second quarter, newly built

aircraft now meet our specifications.”

105. Appended as an exhibit to the Q2 2023 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q2 2023 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 33 of 48 PageID# 33

contained in the [Q2 2023 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

Third Fiscal Quarter 2023

106. On October 25, 2023, the Company announced its financial results for the third

quarter of 2020 ended September 30, 2023. In a press release announcing these results,

Defendants claimed:

We are focused on driving stability in our supply chain and

improving operational performance as we steadily increase

production rates to meet strong demand. The important work we’re

doing to add rigor around our quality systems and build a culture of

transparently bringing forward any issue, no matter the size, can

bring short-term challenges – but it is how we set ourselves on the

right course for our long-term future. Leading with safety, quality

and transparency, we will continue to restore our operational and

financial strength.

. . .

On the 737 program, during the quarter a supplier non-conformance

was identified on the aft pressure bulkhead section of certain 737

airplanes. This is not an immediate safety of flight issue and the in-

service fleet can continue operating safely.

107. In the related earnings call the same day, Defendants made the following false and

misleading statements:

We are seeing increased stability and quality performance within

our own factories, but we’re working to get the supply chain caught

up to the same standards. Our production system is poised for steady

and efficient increases, but we won’t push the system too fast, and

we'll ensure the supply base is in lockstep with us.

. . .

Over the last several years, we’ve added rigor around our quality

processes. We’ve worked hard to instill a culture of speaking up

and transparently bringing forward any issue, no matter the size, so

that we can get things right for a bright future.

. . .

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 34 of 48 PageID# 34

I got to tell you, these fuselages, man, they have been gone over with

a microscope in light of what we’ve experienced here in the last 4

months.

108. On October 25, 2023, Boeing also filed with the SEC a Form 10-Q reporting the

Company’s financial and operational results for the quarter (the “Q3 2023 10-Q”) which

incorporated the risk factors disclosed in the Company’s annual financial results reported on the

2022 10-K described above.

109. Appended as an exhibit to the Q3 2023 10-Q were signed certifications pursuant to

SOX, wherein the Individual Defendants certified that “[t]he [Q3 2023 10-Q] fully complies with

the requirements of section 13(a) or 15(d) of the [Exchange Act]” and that “[t]he information

contained in the [Q3 2023 10-Q] fairly presents, in all material respects, the financial condition

and results of operations of the Company.”

110. The statements in ¶¶ 37-109 were false and/or misleading because at the same time

these statements were made, Defendants failed to disclose that Boeing had been prioritizing its

profits over safety, which led to poor quality control standards in the production of its commercial

aircrafts such as the 737 MAX, resulting in a heightened risk of manufacturing flaws which could

render the Company’s new airplanes unsafe. This very risk had materialized during the Class

Period. These false and/or misleading statements caused Boeing stock to trade at artificially

inflated prices during the Class Period.

VII. DISCLOSURES OF DEFENDANTS’ MISCONDUCT CAUSE INVESTOR

LOSSES

111. The truth about the heightened risk of manufacturing flaws which could render the

Company’s new airplanes unsafe began to emerge on Friday, January 5, 2024. On that day, Alaska

Airlines Flight 1282 was forced to make an emergency landing minutes after take-off when a door

plug blew off mid-flight. This left a gaping hole one the side of the plane’s cabin mere feet from

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 35 of 48 PageID# 35

where passengers were sitting. Soon thereafter, the NTSB indicated that it was investigating the

event on the social media platform X (formerly Twitter).

112. Over that weekend, the FAA issued an emergency order grounding 171 Boeing 737

MAX 9 jets as it began safety inspections of 737 MAX planes alongside Boeing and airline

operators. The Chair of the NTSB commented on the agency’s ongoing investigation, indicating

it would be probing Boeing’s manufacturing process.

113. On Monday, January 8, 2024 Boeing’s stock price dropped in pre-market trading

as analysts and investors digested the potential financial impact to Boeing from the events that had

unfolded over the weekend. For example, Morgan Stanley noted that without a significant

improvement in quality control, a steep ramp-up in aircraft production for Boeing would be

unlikely and “imprudent,” with a likely increase in regulatory scrutiny on Boeing potentially

causing certification delays to new 737 MAX models. On these disclosures, Boeing stock

ultimately closed at $229.00 per share on January 8, 2024, a $20.00 per share or 8.0% drop from

its previous closing price of $249.00.

114. Then, on January 9, 2024, news outlets reported that United Airlines had found

loose bolts on exit door plugs during their FAA-mandated inspections of Boeing 737 Max planes.

The reports also noted that Alaska Airlines said its initial inspections of the jets had turned up

“loose hardware.” This indicated to investors that problems with Boeing’s manufacturing process

might go far beyond one plane, possibly affecting the entirety of its critical 737 MAX line. On

this news, Boeing stock dropped an additional $3.24 per share, or 1.4%, to close at $225.76 per

share on January 9, 2024.

115. After the market closed on January 9, 2024, The Wall Street Journal reported that

Defendant Calhoun had told Boeing employees the Company would acknowledge its mistakes that

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 36 of 48 PageID# 36

led to the January 5 incident, saying “[w]e are gonna approach this – No. 1 – acknowledging our

mistake. We’re gonna approach it with 100% and complete transparency every step of the way.”

116. Then, on January 11, 2024 news outlets reported that the FAA had informed Boeing

it had launched a formal investigation into whether Boeing had failed to properly ensure its aircraft

were safe for operation. On this news, Boeing stock dropped an additional $5.18 per share, or

2.3%, to close at $222.66 per share on January 11, 2024.

117. After markets closed on January 11, 2024, news outlets reported that six Alaska

Airlines passengers on flight 1282 and a family member of one of those passengers filed a class

action lawsuit against Boeing in Washington state court. According to the lawsuit, plaintiffs

claimed that Boeing owes them and the other 165 passengers aboard Flight 1282 compensation for

injuries sustained during the incident.

118. Then, before markets opened on January 12, 2024, news outlets reported that the

FAA would increase oversight of Boeing production and manufacturing processes. The FAA

stated that a comprehensive audit set to be conducted on the Boeing 737 MAX 9 production line

and its associated suppliers, specifically to assess Boeing’s adherence to approved quality

procedures, which could result in further audits. FAA Administrator Mike Whitaker told CNBC

that the new MAX 9 had “significant problems” and stated, “we believe there are other

manufacturing problems.” He also noted that there is consideration for the use of an “independent

third party to oversee Boeing’s inspections and its quality system.” On this news, Boeing stock

dropped an additional $4.96 per share, or 2.2%, to close at $217.70 per share on January 12, 2024.

119. Then, on January 15, 2024, news outlets reported that deliveries of new 737 MAX

jets will be delayed to China Southern Airlines pending additional safety inspections as China’s

aviation regulator instructed airlines in its country to conduct precautionary safety investigations.

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 37 of 48 PageID# 37

120. Before the market opened on January 16, 2024, Wells Fargo downgraded Boeing’s

stock citing risks associated with the FAA’s inspection of Boeing’s production. Wells Fargo said

that the FAA audit “opens up a whole new can of worms,” for Boeing. On this news, Boeing stock

dropped $17.18 per share, or 7.9%, to close at $200.52 per share on January 16, 2024.

121. Finally, after the close of markets on January 24, 2024, news outlets reported that

the FAA had announced it would not allow Boeing to expand production of the 737 MAX due to

safety concerns related to the January 5, 2024 incident. On this news, Boeing stock dropped $12.25

or 5.7%, to close at $201.88 on January 25, 2024.

122. As a result of Defendants’ wrongful acts and omissions, and the resulting decline

in the market value of Boeing’s stock, Plaintiff and the rest of the Class (as defined below) have

suffered significant losses and damages.

VIII. ADDITIONAL SCIENTER ALLEGATIONS

123. As alleged herein, Defendants acted with scienter in that Defendants knew, or

recklessly disregarded, that the documents and public statements they issued and disseminated to

the investing public in the name of the Company, or in their own name, during the Class Period

were materially false and misleading. Defendants knowingly and substantially participated or

acquiesced in the issuance or dissemination of such statements and documents as primary

violations of the federal securities laws. Defendants, by virtue of their receipt of information

reflecting the true facts regarding Boeing, and their control over and/or receipt and/or modification

of Boeing’s materially false and misleading statements, were active and culpable participants in

the fraudulent scheme alleged herein.

124. Defendants knew or recklessly disregarded the false and misleading nature of the

information they caused to be disseminated to the investing public. The fraudulent scheme

described herein could not have been perpetrated during the Class Period without the knowledge

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 38 of 48 PageID# 38

and complexity of, or at least the reckless disregard by, personnel at the highest levels of the

Company, including the Individual Defendants.

125. The Individual Defendants, because of their positions with Boeing, controlled the

contents of Boeing’s public statements during the Class Period. The Individual Defendants were

each provided with or had access to the information alleged herein to be false and misleading prior

to or shortly after its issuance and had the ability and opportunity to prevent its issuance or cause

it to be corrected. Because of their positions and access to material, non-public information, the

Individual Defendants knew or recklessly disregarded that the adverse facts specified herein had

not been disclosed to and were being concealed from the investing public and that the positive

representations that were being made were false and misleading. As a result, each of the

Defendants is responsible for the accuracy of Boeing’s corporate statements and is, therefore

responsible and liable for the representations contained therein.

IX. LOSS CAUSATION

126. During the Class Period, as detailed herein, Boeing and the Individual Defendants

made false and misleading statements and omissions, and engaged in a scheme to deceive the

market. These false and misleading statements and omissions artificially inflated the price of

Boeing stock and operated as a fraud or deceit on the Class (as defined below). Later, when

Defendants’ prior misrepresentations and fraudulent conduct were disclosed to the market,

Boeing’s stock price fell significantly. As a result of their purchases of Boeing stock during the

Class Period, Plaintiff and other members of the Class suffered economic loss, i.e., damages, under

the federal securities laws.

X. CLASS ACTION ALLEGATIONS

127. Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal Rules

of Civil Procedure on behalf of all persons or entities that purchased or otherwise acquired Boeing

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 39 of 48 PageID# 39

common stock during the Class Period (the “Class”). Excluded from the Class are Defendants and

their families, and directors and officers of Boeing and their families and affiliates.

128. The members of the Class are so numerous that joinder of all members is

impracticable. The disposition of their claims in a class action will provide substantial benefits to

the parties and the Court. As of October 18, 2023, Boeing had 604,976,797 shares of common

stock outstanding, owned by hundreds or thousands of investors.

129. There is a well-defined community of interest in the questions of law and fact

involved in this case. Questions of law and fact common to the members of the Class which

predominate over questions which may affect individual Class members include:

(a) Whether Defendants violated the Exchange Act;

(b) Whether Defendants’ statements and/or actions mispresented material facts;

in order to make the statements made, in light of the circumstances under which they were made,

not misleading;

(d) Whether Defendants knew or recklessly disregarded that their statements,

actions, and/or omissions were false and misleading;

(e) Whether Defendants’ misconduct impacted the price of Boeing stock;

(f) Whether Defendants’ conduct caused the members of the Class to sustain

damages; and

(g) The extent of damages sustained by Class members and the appropriate

measure of damages.

130. Plaintiff’s claims are typical of those of the Class because Plaintiff and the Class

sustained damages from Defendants’ wrongful conduct.

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 40 of 48 PageID# 40

131. Plaintiff will adequately protect the interests of the Class and has retained counsel

experienced in class action securities litigation. Plaintiff has no interests which conflict with those

of the Class.

132. A class action is superior to other available methods for the fair and efficient

adjudication of this controversy.

XI. INAPPLICABILITY OF STATUTORY SAFE HARBOR

133. Boeing’s “Safe Harbor” warnings accompanying its forward-looking statements

issued during the Class Period were ineffective to shield those statements from liability.

134. Defendants are also liable for any false and misleading forward-looking statements

pleaded herein because, at the time each such statement was made, the speaker knew the statement

was false and misleading and the statement was authorized and/or approved by an executive officer

of Boeing who knew that the statement was false. None of the historic or present-tense statements

made by Defendants were assumptions underlying or relating to any plan, projection, or statement

of future economic performance, as they were stated to be such assumptions underlying or relating

to any projection or statement of future economic performance when made, nor were any of the

projections or forecasts made by Defendants expressly related to, or stated to be dependent on,

those historic or present-tense statements when made.

XII. PRESUMPTION OF RELIANCE

135. At all relevant times, the market for Boeing stock was an efficient market for,

among other things, the following reasons:

(a) Boeing common stock met the requirements for listing, and was listed and

actively traded on the NYSE, a highly efficient market;

(b) As a regulated issuer, Boeing filed periodic public reports with the SEC and

the NYSE;

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 41 of 48 PageID# 41

market communication mechanisms, including through regular disseminations of press releases on

the national circuits of major newswire services and through other wide-ranging public disclosures,

such as communications with the financial press and other similar reporting services; and

136. Boeing was followed by several securities analysts employed by major brokerage

firm(s) who wrote reports which were distributed to the sales force and certain customers of their

respective brokerage firm(s) and which were distributed to the sales force and certain customers

of their respective brokerage firm(s). Each of these reports was publicly available and entered the

public marketplace.

137. As a result of the foregoing, the market for Boeing stock promptly digested current

information regarding Boeing from publicly available sources and reflected such information in

the price of Boeing stock. Under these circumstances, all purchasers of Boeing stock during the

Class Period suffered similar injury through their purchase of Boeing stock at artificially inflated

prices and the presumption of reliance under the fraud-on-the-market doctrine applies.

138. Further, at all relevant times, Plaintiff and other Class members relied on

Defendants to disclose material information as required by law. Plaintiff and other Class members

would not have purchased or otherwise acquired Boeing stock at artificially inflated prices if

Defendants had disclosed all material information as required by law. Thus, to the extent that

Defendants concealed or improperly failed to disclose material facts concerning the Company and

its business, Plaintiff and other Class members are entitled to a presumption of reliance in

accordance with Affiliated Ute Citizens of Utah v. United States, 406 U.S. 128, 153 (1972).

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 42 of 48 PageID# 42

XIII. CLAIMS FOR RELIEF UNDER THE EXCHANGE ACT

COUNT I

For Violations of Section 10(b) of the Exchange Act and SEC Rule 10b-5

(Against All Defendants)

139. Plaintiff repeats and realleges each and every allegation contained in the foregoing

paragraphs as if fully set forth herein.

140. During the Class Period, Defendants disseminated or approved the false statements

specified above, which they knew or recklessly disregarded were misleading in that they contained

misrepresentations and failed to disclose material facts necessary in order to make the statements

made, in light of the circumstances under which they were made, not misleading.

141. Defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 in that they:

(a) Employed devices, schemes, and artifices to defraud;

(b) Made untrue statements of material facts or omitted to state material facts

necessary in order to make the statements made, in light of the circumstances under which they

were made, not misleading; or

or deceit upon Plaintiff and others similarly situated in connection with their purchases of Boeing

stock during the Class Period.

142. Plaintiff and the Class have suffered damages in that, in reliance on the integrity of

the market, they paid artificially inflated prices for Boeing stock. Plaintiff and the Class would

not have purchased Boeing stock at the prices they paid, or at all, if they had been aware that the

market prices had been artificially and falsely inflated by Defendants’ misleading statements.

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 43 of 48 PageID# 43

143. As a direct and proximate result of these Defendants’ wrongful conduct, Plaintiff

and the other members of the Class suffered damages in connection with their purchases of Boeing

stock during the Class Period.

COUNT II

For Violations of Section 20(a) of the Exchange Act

(Against the Individual Defendants)

144. Plaintiff repeats and realleges the allegations contained in ¶¶ 1-138 as if fully set

forth herein.

145. The Individual Defendants acted as controlling persons of Boeing within the

meaning of Section 20(a) of the Exchange Act. By virtue of their positions and their power to

control public statements about Boeing, the Individual Defendants had the power and ability to

control the actions of Boeing and its employees. By reason of such conduct, Individual Defendants

are liable pursuant to Section 20(a) of the Exchange Act.

XIV. PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment as follows:

(A) Declaring this action to be a proper class action pursuant to Federal Rule of Civil

Procedure 23;

(B) Awarding Plaintiff and the members of the Class damages with interest;

(D) Awarding such equitable, injunctive, or other relief as the Court may deem just

and proper.

XV. JURY DEMAND

Plaintiff demands a trial by jury.

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 44 of 48 PageID# 44

Dated: January 30, 2024 Respectfully submitted,

/s/ Steven J. Toll

COHEN MILSTEIN SELLERS

& TOLL PLLC

Steven J. Toll (Va. Bar No. 15300)

S. Douglas Bunch

1100 New York Avenue, N.W. Suite 500

Washington, D.C. 20005

Tel: (202) 408-4600

Fax: (202) 408-4699

stoll@cohenmilstein.com

[email protected]

Liaison Counsel

LABATON KELLER SUCHAROW LLP

Eric J. Belfi (pro hac vice forthcoming)

Carol C. Villegas (pro hac vice forthcoming)

Francis P. McConville (pro hac vice forthcoming)

140 Broadway

New York, NY 10005

Tel: (212) 907-0700

Fax: (212) 818-0477

[email protected]

Counsel for Plaintiff and the Proposed Class

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 45 of 48 PageID# 45

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 46 of 48 PageID# 46

Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 47 of 48 PageID# 47

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Case 1:24-cv-00151 Document 1 Filed 01/30/24 Page 48 of 48 PageID# 48

JS 44 (Rev. 04/21)

CIVIL COVER SHEET

The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as

provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the

purpose of initiating the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)

(a) PLAINTIFFS DEFENDANTS

(b)

County of Residence of First Listed Plaintiff

County of Residence of First Listed Defendant

(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)

NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF

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Attorneys

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Attorneys

(If Known)

II. BASIS OF JURISDICTION

(Place an “X” in One Box Only)

III. CITIZENSHIP OF PRINCIPAL PARTIES

(Place an “X” in One Box for Plaintiff

and One Box for Defendant)

(For Diversity Cases Only)

1 U.S. Government 3 Federal Question

PTF DEF PTF DEF

Plaintiff

(U.S. Government Not a Party)

Citizen of This State 1

1 Incorporated

Principal Place 4 4

of Business In This State

2 U.S. Government 4 Diversity Citizen of Another State 2 2 Incorporated

and

Principal Place 5 5

Defendant

(Indicate Citizenship of Parties in Item III)

of Business In Another State

Citizen or Subject of a 3 3 Foreign Nation 6 6

Foreign Country

IV. NATURE OF SUIT

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Click here for: Nature of Suit Code Descriptions.

CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES

110 Insurance

PERSONAL INJURY PERSONAL INJURY

625 Drug Related Seizure 422 Appeal 28 USC 158 375 False Claims Act

120 Marine 310 Airplane 365 Personal Injury - of Property 21 USC 881 423 Withdrawal 376 Qui Tam (31 USC

130 Miller Act 315 Airplane Product Product Liability 690 Other 28 USC 157 3729(a))

140 Negotiable Instrument Liability 367 Health Care/ 400 State Reapportionment

150 Recovery of Overpayment 320 Assault, Libel & Pharmaceutical

PROPERTY RIGHTS

410 Antitrust

& Enforcement of Judgment Slander Personal Injury

820 Copyrights

430 Banks and Banking

151 Medicare Act 330 Federal Employers’ Product Liability

830 Patent

450 Commerce

152 Recovery of Defaulted Liability 368 Asbestos Personal

835 Patent - Abbreviated

460 Deportation

Student Loans 340 Marine Injury Product

New Drug Application

470 Racketeer Influenced and

(Excludes Veterans) 345 Marine Product Liability

840 Trademark

Corrupt Organizations

153 Recovery of Overpayment Liability

PERSONAL PROPERTY LABOR

880 Defend Trade Secrets

480 Consumer Credit

of Veteran’s Benefits 350 Motor Vehicle 370 Other Fraud 710 Fair Labor Standards

Act of 2016

(15 USC 1681 or 1692)

160 Stockholders’ Suits 355 Motor Vehicle 371 Truth in Lending Act 485 Telephone Consumer

190 Other Contract Product Liability 380 Other Personal 720 Labor/Management

SOCIAL SECURITY

Protection Act

195 Contract Product Liability 360 Other Personal Property Damage Relations 861 HIA (1395ff) 490 Cable/Sat TV

196 Franchise Injury 385 Property Damage 740 Railway Labor Act 862 Black Lung (923) 850 Securities/Commodities/

362 Personal Injury -

Product Liability 751 Family and Medical 863 DIWC/DIWW (405(g)) Exchange

Medical Malpractice Leave Act

864 SSID Title XVI 890 Other Statutory Actions

REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS

790 Other Labor Litigation

865 RSI (405(g)) 891 Agricultural Acts

210 Land Condemnation 440 Other Civil Rights

Habeas Corpus:

791 Employee Retirement 893 Environmental Matters

220 Foreclosure 441 Voting 463 Alien Detainee Income Security Act

FEDERAL TAX SUITS

895 Freedom of Information

230 Rent Lease & Ejectment 442 Employment 510 Motions to Vacate 870 Taxes (U.S. Plaintiff Act

240 Torts to Land 443 Housing/ Sentence or Defendant) 896 Arbitration

245 Tort Product Liability Accommodations 530 General 871 IRS—Third Party 899 Administrative Procedure

290 All Other Real Property 445 Amer. w/Disabilities - 535 Death Penalty

IMMIGRATION

Act/Review or Appeal of

Employment

Other:

462 Naturalization Application

Agency Decision

446 Amer. w/Disabilities - 540 Mandamus & Other 465 Other Immigration 950 Constitutionality of

Other 550 Civil Rights Actions State Statutes

448 Education 555 Prison Condition

560 Civil Detainee -

Conditions of

Confinement

V. ORIGIN

(Place an “X” in One Box Only)

1 Original

Proceeding

2 Removed from

State Court

3 Remanded from

Appellate Court

4 Reinstated or

Reopened

5 Transferred from

Another District

(specify)

6 Multidistrict

Litigation -

Transfer

8 Multidistrict

Litigation -

Direct File

VI. CAUSE OF ACTION

Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):

Brief description of cause:

VII. REQUESTED IN

COMPLAINT:

CHECK IF THIS IS A

CLASS ACTION

UNDER RULE 23, F.R.Cv.P.

DEMAND $

CHECK YES only if demanded in complaint:

JURY DEMAND:

Yes No

VIII. RELATED CASE(S)

IF ANY

(See instructions):

JUDGE DOCKET NUMBER

DATE SIGNATURE OF ATTORNEY OF RECORD

FOR OFFICE USE ONLY

RECEIPT # AMOUNT APPLYING IFP JUDGE MAG. JUDGE

26 USC 7609

INTELLECTUAL

✖

15 U.S.C. §§ 78j(b) and 78t(a)

Violations of the federal securities laws

✖

Kent County

State of Rhode Island Office of the General Treasurer, on Behalf of the

Employees' Retirement System of the State of Rhode Island, Individually

and on Behalf of All Others Similarly Situated

The Boeing Company, David L. Calhoun, Dennis A. Muilenburg, Brian J.

West, and Gregory D. Smith

Steven J. Toll, Cohen Milstein Sellers & Toll PLLC, 1100 New York

Avenue, N.W. Suite 500, Washingto

n, D.C. 20005

Tel: (202) 408-4600

1/30/2024

/s/ Steven J. Toll

Case 1:24-cv-00151 Document 1-1 Filed 01/30/24 Page 1 of 2 PageID# 49

JS 44 Reverse (Rev. 04/21)

INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44

Authority For Civil Cover Sheet

The JS 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of pleading or other papers as

required by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is

required for the use of the Clerk of Court for the purpose of initiating the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of

Court for each civil complaint filed. The attorney filing a case should complete the form as follows:

I.(a)

Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a government agency, use

only the full name or standard abbreviations. If the plaintiff or defendant is an official within a government agency, identify first the agency and then

the official, giving both name and title.

(b)

County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the

time of filing. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In land

condemnation cases, the county of residence of the "defendant" is the location of the tract of land involved.)

(c) Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment, noting

in this section "(see attachment)".

II.

Jurisdiction. The basis of jurisdiction is set forth under Rule 8(a), F.R.Cv.P., which requires that jurisdictions be shown in pleadings. Place an "X"

in one of the boxes. If there is more than one basis of jurisdiction, precedence is given in the order shown below.

United States plaintiff. (1) Jurisdiction based on 28 U.S.C. 1345 and 1348. Suits by agencies and officers of the United States are included here.

United States defendant. (2) When the plaintiff is suing the United States, its officers or agencies, place an "X" in this box.

Federal question. (3) This refers to suits under 28 U.S.C. 1331, where jurisdiction arises under the Constitution of the United States, an amendment

to the Constitution, an act of Congress or a treaty of the United States. In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes

precedence, and box 1 or 2 should be marked.

Diversity of citizenship. (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states. When Box 4 is checked, the

citizenship of the different parties must be checked

(See Section III below

; NOTE: federal question actions take precedence over diversity

cases.

)

III. Residence (citizenship) of Principal Parties.

This section of the JS 44 is to be completed if diversity of citizenship was indicated above. Mark this

section for each principal party.

IV. Nature of Suit.

Place an "X" in the appropriate box. If there are multiple nature of suit codes associated with the case, pick the nature of suit code

that is most applicable. Click here for:

Nature of Suit Code Descriptions

V. Origin.

Place an "X" in one of the seven boxes.

Original Proceedings. (1) Cases which originate in the United States district courts.

Removed from State Court. (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 1441.

Remanded from Appellate Court. (3) Check this box for cases remanded to the district court for further action. Use the date of remand as the filing

date.

Reinstated or Reopened. (4) Check this box for cases reinstated or reopened in the district court. Use the reopening date as the filing date.

Transferred from Another District. (5) For cases transferred under Title 28 U.S.C. Section 1404(a). Do not use this for within district transfers or

multidistrict litigation transfers.

Multidistrict Litigation – Transfer. (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C.

Section 1407.

Multidistrict Litigation – Direct File. (8) Check this box when a multidistrict case is filed in the same district as the Master MDL docket.

PLEASE NOTE THAT THERE IS NOT AN ORIGIN CODE 7.

Origin Code 7 was used for historical records and is no longer relevant due to

changes in statute.

VI. Cause of Action.

Report the civil statute directly related to the cause of action and give a brief description of the cause.

Do not cite jurisdictional

statutes unless diversity.

Example: U.S. Civil Statute: 47 USC 553 Brief Description: Unauthorized reception of cable service.

VII. Requested in Complaint.

Class Action. Place an "X" in this box if you are filing a class action under Rule 23, F.R.Cv.P.

Demand. In this space enter the actual dollar amount being demanded or indicate other demand, such as a preliminary injunction.

Jury Demand. Check the appropriate box to indicate whether or not a jury is being demanded.

VIII. Related Cases.

This section of the JS 44 is used to reference related pending cases, if any. If there are related pending cases, insert the docket

numbers and the corresponding judge names for such cases.

Date and Attorney Signature.

Date and sign the civil cover sheet.

Case 1:24-cv-00151 Document 1-1 Filed 01/30/24 Page 2 of 2 PageID# 50