In re MOOG INC.

 
 
1 
 
                                                                                                             
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101307 / October 11, 2024 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4532 / October 11, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22237 
 
 
In the Matter of 
 
                          MOOG INC.  
Respondent. 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER  
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”) against Moog Inc. (“Moog” or “Respondent”). 
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
And-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing a Cease-And-Desist Order (“Order”), as set forth below. 
 

 
 2 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that:  
 
 SUMMARY  
 
1. This matter concerns violations of the books and records and internal accounting 
controls provisions of the Foreign Corrupt Practices Act of 1977 (“FCPA”) by Moog Inc., a 
global provider of technology used in the aerospace and defense markets, through its wholly 
owned Indian subsidiary, Moog Motion Controls Private Limited (“MMCPL”).  Between 2020 
and 2022, employees of the subsidiary bribed a variety of Indian foreign officials to win 
business. These same employees also offered bribes to Indian foreign officials in an attempt to 
cause public tenders in India to favor Moog’s products and exclude competitors. 
 
2. A variety of schemes were used to funnel the improper payments, including 
through third-party agents and distributors.  The improper payments were falsely recorded as 
legitimate business expenses in Moog’s books and records, and the conduct went undetected as a 
result of deficient internal accounting controls.  As a result, Moog was unjustly enriched by 
approximately $504,926. 
 
RESPONDENT 
 
3. Moog Inc. (“Moog”) is a worldwide designer and manufacturer of motion 
controls systems for a broad range of applications in aerospace, defense, industrial and medical 
markets. The company has four operating segments: military aircraft, commercial aircraft, space 
and defense, and industrial. Moog is headquartered in East Aurora, New York and has sales, 
engineering, and manufacturing facilities in twenty-six countries. Moog’s shares trade on the 
New York Stock Exchange under the ticker symbols “MOG.A” and “MOG.B” and are registered 
with the Commission pursuant to Section 12(b) of the Exchange Act.  Moog files periodic 
reports, including annual reports on Form 10-K, and quarterly reports on Form 10-Q, with the 
Commission pursuant to Section 13(a) of the Exchange Act.   
 
OTHER RELEVANT ENTITIES 
 
4. Moog Motion Controls Private Limited (“MMCPL”) is a wholly owned 
subsidiary of Moog that promotes and sells Moog’s products in India. MMCPL’s financial 
statements are consolidated with those of Moog.   
 
5. Hindustan Aeronautics Limited (“HAL”) is an Indian public sector aerospace and 
defense company headquartered in Bangalore, India. HAL is fully owned by the Indian 
government and is part of the Department of Defense Production, Ministry of Defense.  
 
 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 

 
 3 
6. South Central Railway (“SCR”) is one of the Indian railway zones, wholly owned 
by the Indian government.  India’s Railway Board oversees and manages the Indian railroad 
network, including SCR, and approves policies and projects related to the Indian railways. The 
Railway Board reports to the Ministry of Railways.  
 
7. Research Design and Standards Organization (“RDSO”) is the research and 
development organization under the Ministry of Railways of the Indian government, which 
functions as a technical advisor and consultant to the Railway Board with respect to the design 
and standardization of railway equipment and problems related to railway construction, 
operations, and maintenance.  
 
FACTS 
 
South Central Railway Contract 
 
8. Beginning in early 2020, MMCPL sought an award contract with SCR.  To be 
eligible to bid on an SCR project, approval is required by RDSO, SCR’s railway advisor.  
Historically, MMCPL found it difficult to get on the approved supplier list with RDSO.   
 
9. To get on the RDSO supplier list, and obtain a contract with SCR, the employees 
used a scheme that involved using third-party Agent A to make bribe payments to SCR officials.  
Agent A was introduced to them by a third party following a May 2020 discussion of ways to 
“start working in railways and will find some wayout [for SCR] to buy from Moog India.”  
 
10. In July 2020, MMCPL entered into a liaison agreement with Agent A, in which 
Agent A agreed to assist MMCPL in obtaining business from SCR in exchange for 10% of any 
contract value.  
 
11. In August 2020, shortly after engaging Agent A, the Moog brand was added to the 
supplier list for an upcoming SCR tender notice. Agent A’s director relayed that “[f]urther to our 
pursual [sic] with the [Railway Board] & SCR we are pleased to confirm that Moog brand has 
been added as an acceptable brand in upcoming SCR tender.” The tender notice listed Moog, 
along with one additional supplier, as potential suppliers for a specific part in the SCR tender. 
MMCPL employees discussed engaging in additional misconduct to remove the competitor from 
the supplier list, stating “my next target would be to remove them from railways.”  
 
12. In September 2020, MMCPL won the SCR contract for $34,323.  In April 2022, 
Agent A invoiced MMCPL for “commission charges,” which several MMCPL employees knew 
included the improper payments to government officials to eliminate competition and win 
contract awards. The payments were falsely recorded as legitimate contractor services.   

 
 4 
Hindustan Aeronautics Limited Contract 
 
13. In April 2021, HAL announced a public tender for aerospace actuators. The 
contract value was over $1.3 million.   
 
14. By May 2021, MMCPL employees were discussing negotiations around the 
amount and timing of a bribe payment to a HAL official, with one MMCPL employee explaining 
that the HAL official is “...asking for 2.5 percent to be given ...or one percent to be given 
immediately...”  The employees further discussed that the bribe payment would require a 
“maximum of 1.5 percent [payment] and then two .75 percent [payments] ...they will promise 
that all the three people will be eliminated ...”  The employees also noted they would “have to 
give by cash.”  
 
15. Internal discussions continued about the importance of winning the HAL tender 
and having the HAL official help disqualify the other bidders.  “By any means, we must take the 
order of HAL,” and in response, “We need to eliminate everybody other than [a Moog 
competitor].  For that, we need to make some commitment to [HAL official].”   
 
16. In November 2021, HAL awarded MMCPL a contract valued at $1,399,328 for 
parts and services related to the April 2021 contract tender.  
 
17. Various cash generation schemes through inflated and false invoices and 
connections to other entities were discussed to fund the bribe payment to the HAL official and 
ultimately the MMCPL finance manager was directed to “Please inform [Distributor B] to raise 
an invoice on MOOG .... Sale value can be INR 10 lakhs.”  Ten lakhs was the amount of the 
bribe payment agreed upon between MMCPL employees and the HAL official. 
 
18. Pursuant to that directive, in January 2022, Distributor B prepared a fabricated 
invoice for MMCPL in the amount of INR 1,540,000.  The purpose of the invoice was ostensibly 
for the construction of a specialized table, yet MMCPL never requisitioned the table, and 
Distributor B never delivered a newly constructed table and was not in fact capable of 
constructing the table.  The sham transaction was used to generate sufficient cash to pay the 
promised bribe to the HAL government official.  
 
19. In January 2022, an instant message from a MMCPL employee instructed 
MMCPL’s finance manager to “please close [Distributor B] offer ... as he came upfront to help 
us when we needed it.”  In March 2022, MMCPL paid Distributor B approximately $18,614, 
which was used to make the promised improper payment to the HAL official.  The invoice was 
falsely recorded as a legitimate expense, and falsely booked as a cost under the HAL contract.  
 

 
 5 
Attempts to Improperly Influence Tenders 
 
20. In addition to the SCR and HAL tender bribe schemes, MMCPL employees 
engaged in several other attempts to rig the tender bidding process for government contracts by 
seeking to have Indian officials exclude competitors.  As part of these efforts, they at times again 
used Agent A and Distributor B to facilitate in their efforts. 
 
21. In one such attempt involving RDSO, an audio recording notes “three member 
committee has agreed to remove [competitor] from the list.”  Another employee responds, “our 
agreement with him remains the same [as] what you initially discuss, right?”  “Yes, the same 
1%.” “I spoke to [Distributor B] and I aligned this without telling him the name of the customer 
and the person or anything ... we can manage it a little bit smartly so that we don’t want to you 
know publicize this that we are approved taking this kind of approach.”   
 
22. In connection with a November 2020 tender for SCR, employees noted they “had 
discussed with [Agent A and] he will try to disqualify” the other bidder. 
 
23. MMCPL employees and HAL officials discussed qualification criteria in advance 
of additional tenders, noting in one October 2021 instance, “HAL also informed that if we want 
to add any qualification criteria, same has to be communicated now so that they will look into 
consideration in formal tender.” 
 
24. MMCPL employees also discussed bribing RDSO officials to eliminate 
competitors on tenders, and the payment of 1% of the contract award as a bribe.  One employee 
noted his communication with an RDSO Official and the negotiation of the bribe, “I just had a 
call with that guy, RDSO [Official]... so what he is talking about is one percent of the value...”  
His colleague indicated he had informed their distributor of the scheme to funnel the payments to 
RDSO Official.  
 
25. The employees further discussed the details of how the payment would be made 
by MMCPL, stating, “It could be through invoicing or through one of [the distributor’s] existing 
contracts. ... so it is not going to be a problem.”   
 
26. Employees freely discussed their misconduct, which reflected a prevailing culture 
to win business at any cost, including improper means.  The widespread misconduct at MMCPL 
reflected a breakdown in internal accounting controls, training, compliance, and tone at the top 
of the subsidiary. 

 
 6 
LEGAL STANDARDS AND VIOLATIONS 
 
27. Under Section 21C of the Exchange Act, the Commission may impose a cease-
and-desist order upon any person who is violating, has violated, or is about to violate any 
provision of the Exchange Act or any rule or regulation thereunder, and upon any other person 
that is, was, or would be a cause of the violation, due to an act or omission the person knew or 
should have known would contribute to such violation. 
 
28. The books and records provisions of the FCPA, Section 13(b)(2)(A) of the 
Exchange Act, requires every issuer with a class of securities registered pursuant to Section 12 of 
the Exchange Act or which is required to file reports under Section 15(d) of the Exchange Act,  
to make and keep books, records, and accounts which, in reasonable detail, accurately and fairly 
reflect their transactions and disposition of their assets.  15 U.S.C. § 78m(b)(2)(A).  As a result 
of the conduct described above, including falsely recording the improper payments as legitimate 
business expenses and commissions in its books and records, Moog violated Section 13(b)(2)(A) 
of the Exchange Act. 
 
29. Section 13(b)(2)(B) of the Exchange Act requires issuers that have a class of 
securities registered pursuant to Section 12 of the Exchange Act and issuers with reporting 
obligations pursuant to Section 15(d) of the Exchange Act to devise and maintain a system of 
internal accounting controls sufficient to provide reasonable assurances that (i) transactions are 
executed in accordance with management’s general or specific authorization; (ii) transactions are 
recorded as necessary (I) to permit preparation of financial statements in conformity with generally 
accepted accounting principles or any other criteria applicable to such statements, and (II) to 
maintain accountability for assets; (iii) access to assets is permitted only in accordance with 
management’s general or specific authorization; and (iv) the recorded accountability for assets is 
compared with the existing assets at reasonable intervals and appropriate action is taken with respect 
to any differences.  15 U.S.C. § 78m(b)(2)(B).  As a result of the conduct described above, Moog 
violated Section 13(b)(2)(B) by failing to devise and maintain sufficient internal accounting 
controls over third-party payments, which allowed these bribery schemes to continue undetected 
over multiple years. 
 
DISGORGEMENT AND CIVIL PENALTIES 
 
30. The disgorgement and prejudgment interest ordered in Section IV below is 
consistent with equitable principles and does not exceed Respondent’s net profits from its 
violations, and returning the money to Respondent would be inconsistent with equitable 
principles.  Therefore, in these circumstances, distributing disgorged funds to the U.S. Treasury 
is the most equitable alternative.  The disgorgement and prejudgment interest ordered in Section 
IV below shall be transferred to the general fund of the U.S. Treasury, subject to Section 
21F(g)(3) of the Exchange Act. 
 

 
 7 
COOPERATION AND REMEDIATION 
 
31. In determining to accept the Offer, the Commission considered remedial acts 
promptly undertaken by Respondent and cooperation afforded the Commission staff.  Moog 
initially reported certain misconduct to DOJ and subsequently provided SEC staff with facts 
developed during its own internal investigation.  Moog’s cooperation included identifying and 
producing key documents and sharing witness statements.  
 
32. Moog’s remediation included the termination of employees and third parties 
involved in the misconduct and enhancing its internal accounting controls over third-party 
payments.  Moog also strengthened its global compliance organization; enhanced its policies and 
procedures regarding the due diligence process and the use of third parties; increased the 
frequency of its audits and monitoring of distributor and intermediary activities; mandated 
management approval for all distributor and reseller agreements; created new positions to 
address potential risks; and increased training of employees on anti-bribery issues and tender-
specific procedures. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent Moog cease and desist 
from committing or causing any violations and any future violations of Sections 13(b)(2)(A) and 
13(b)(2)(B) of the Exchange Act. 
 
 B. Respondent shall, within fourteen days of the entry of this Order, pay disgorgement 
of $504,926, prejudgment interest of $78,889, and a civil monetary penalty in the amount of 
$1,100,000, for a total payment of $1,683,815, to the Securities and Exchange Commission for 
transfer to the general fund of the United States Treasury, subject to Exchange Act Section 
21F(g)(3).  If timely payment of disgorgement and prejudgment interest is not made, additional 
interest shall accrue pursuant to SEC Rule of Practice 600, and if timely payment of a civil money 
penalty is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   
 
C. Payment must be made in one of the following ways:    
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request; 
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 

 
 8 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
 Payments by check or money order must be accompanied by a cover letter identifying 
Moog Inc. as a Respondent in these proceedings, and the file number of these proceedings; a copy 
of the cover letter and check or money order must be sent to Tracy L. Price, Deputy Chief, FCPA 
Unit, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, 
DC 20549-5631. 
 
 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 
the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 
Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 
an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent by or on behalf of one or more investors based 
on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 By the Commission. 
 
 
 
       Vanessa A. Countryman 
        Secretary 
 
 

1 

 

                                                                                                             

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101307 / October 11, 2024 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 4532 / October 11, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22237 

 

 

In the Matter of 

 

                          MOOG INC.  

Respondent. 

 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER  

  

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”) against Moog Inc. (“Moog” or “Respondent”). 

 

II. 

 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-

And-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing a Cease-And-Desist Order (“Order”), as set forth below. 

 



 

 2 

III. 

 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that:  

 

 SUMMARY  

 

1. This matter concerns violations of the books and records and internal accounting 

controls provisions of the Foreign Corrupt Practices Act of 1977 (“FCPA”) by Moog Inc., a 

global provider of technology used in the aerospace and defense markets, through its wholly 

owned Indian subsidiary, Moog Motion Controls Private Limited (“MMCPL”).  Between 2020 

and 2022, employees of the subsidiary bribed a variety of Indian foreign officials to win 

business. These same employees also offered bribes to Indian foreign officials in an attempt to 

cause public tenders in India to favor Moog’s products and exclude competitors. 

 

2. A variety of schemes were used to funnel the improper payments, including 

through third-party agents and distributors.  The improper payments were falsely recorded as 

legitimate business expenses in Moog’s books and records, and the conduct went undetected as a 

result of deficient internal accounting controls.  As a result, Moog was unjustly enriched by 

approximately $504,926. 

 

RESPONDENT 

 

3. Moog Inc. (“Moog”) is a worldwide designer and manufacturer of motion 

controls systems for a broad range of applications in aerospace, defense, industrial and medical 

markets. The company has four operating segments: military aircraft, commercial aircraft, space 

and defense, and industrial. Moog is headquartered in East Aurora, New York and has sales, 

engineering, and manufacturing facilities in twenty-six countries. Moog’s shares trade on the 

New York Stock Exchange under the ticker symbols “MOG.A” and “MOG.B” and are registered 

with the Commission pursuant to Section 12(b) of the Exchange Act.  Moog files periodic 

reports, including annual reports on Form 10-K, and quarterly reports on Form 10-Q, with the 

Commission pursuant to Section 13(a) of the Exchange Act.   

 

OTHER RELEVANT ENTITIES 

 

4. Moog Motion Controls Private Limited (“MMCPL”) is a wholly owned 

subsidiary of Moog that promotes and sells Moog’s products in India. MMCPL’s financial 

statements are consolidated with those of Moog.   

 

5. Hindustan Aeronautics Limited (“HAL”) is an Indian public sector aerospace and 

defense company headquartered in Bangalore, India. HAL is fully owned by the Indian 

government and is part of the Department of Defense Production, Ministry of Defense.  

 

 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any 

other person or entity in this or any other proceeding. 



 

 3 

6. South Central Railway (“SCR”) is one of the Indian railway zones, wholly owned 

by the Indian government.  India’s Railway Board oversees and manages the Indian railroad 

network, including SCR, and approves policies and projects related to the Indian railways. The 

Railway Board reports to the Ministry of Railways.  

 

7. Research Design and Standards Organization (“RDSO”) is the research and 

development organization under the Ministry of Railways of the Indian government, which 

functions as a technical advisor and consultant to the Railway Board with respect to the design 

and standardization of railway equipment and problems related to railway construction, 

operations, and maintenance.  

 

FACTS 

 

South Central Railway Contract 

 

8. Beginning in early 2020, MMCPL sought an award contract with SCR.  To be 

eligible to bid on an SCR project, approval is required by RDSO, SCR’s railway advisor.  

Historically, MMCPL found it difficult to get on the approved supplier list with RDSO.   

 

9. To get on the RDSO supplier list, and obtain a contract with SCR, the employees 

used a scheme that involved using third-party Agent A to make bribe payments to SCR officials.  

Agent A was introduced to them by a third party following a May 2020 discussion of ways to 

“start working in railways and will find some wayout [for SCR] to buy from Moog India.”  

 

10. In July 2020, MMCPL entered into a liaison agreement with Agent A, in which 

Agent A agreed to assist MMCPL in obtaining business from SCR in exchange for 10% of any 

contract value.  

 

11. In August 2020, shortly after engaging Agent A, the Moog brand was added to the 

supplier list for an upcoming SCR tender notice. Agent A’s director relayed that “[f]urther to our 

pursual [sic] with the [Railway Board] & SCR we are pleased to confirm that Moog brand has 

been added as an acceptable brand in upcoming SCR tender.” The tender notice listed Moog, 

along with one additional supplier, as potential suppliers for a specific part in the SCR tender. 

MMCPL employees discussed engaging in additional misconduct to remove the competitor from 

the supplier list, stating “my next target would be to remove them from railways.”  

 

12. In September 2020, MMCPL won the SCR contract for $34,323.  In April 2022, 

Agent A invoiced MMCPL for “commission charges,” which several MMCPL employees knew 

included the improper payments to government officials to eliminate competition and win 

contract awards. The payments were falsely recorded as legitimate contractor services.   



 

 4 

Hindustan Aeronautics Limited Contract 

 

13. In April 2021, HAL announced a public tender for aerospace actuators. The 

contract value was over $1.3 million.   

 

14. By May 2021, MMCPL employees were discussing negotiations around the 

amount and timing of a bribe payment to a HAL official, with one MMCPL employee explaining 

that the HAL official is “…asking for 2.5 percent to be given …or one percent to be given 

immediately…”  The employees further discussed that the bribe payment would require a 

“maximum of 1.5 percent [payment] and then two .75 percent [payments] …they will promise 

that all the three people will be eliminated …”  The employees also noted they would “have to 

give by cash.”  

 

15. Internal discussions continued about the importance of winning the HAL tender 

and having the HAL official help disqualify the other bidders.  “By any means, we must take the 

order of HAL,” and in response, “We need to eliminate everybody other than [a Moog 

competitor].  For that, we need to make some commitment to [HAL official].”   

 

16. In November 2021, HAL awarded MMCPL a contract valued at $1,399,328 for 

parts and services related to the April 2021 contract tender.  

 

17. Various cash generation schemes through inflated and false invoices and 

connections to other entities were discussed to fund the bribe payment to the HAL official and 

ultimately the MMCPL finance manager was directed to “Please inform [Distributor B] to raise 

an invoice on MOOG …. Sale value can be INR 10 lakhs.”  Ten lakhs was the amount of the 

bribe payment agreed upon between MMCPL employees and the HAL official. 

 

18. Pursuant to that directive, in January 2022, Distributor B prepared a fabricated 

invoice for MMCPL in the amount of INR 1,540,000.  The purpose of the invoice was ostensibly 

for the construction of a specialized table, yet MMCPL never requisitioned the table, and 

Distributor B never delivered a newly constructed table and was not in fact capable of 

constructing the table.  The sham transaction was used to generate sufficient cash to pay the 

promised bribe to the HAL government official.  

 

19. In January 2022, an instant message from a MMCPL employee instructed 

MMCPL’s finance manager to “please close [Distributor B] offer … as he came upfront to help 

us when we needed it.”  In March 2022, MMCPL paid Distributor B approximately $18,614, 

which was used to make the promised improper payment to the HAL official.  The invoice was 

falsely recorded as a legitimate expense, and falsely booked as a cost under the HAL contract.  

 



 

 5 

Attempts to Improperly Influence Tenders 

 

20. In addition to the SCR and HAL tender bribe schemes, MMCPL employees 

engaged in several other attempts to rig the tender bidding process for government contracts by 

seeking to have Indian officials exclude competitors.  As part of these efforts, they at times again 

used Agent A and Distributor B to facilitate in their efforts. 

 

21. In one such attempt involving RDSO, an audio recording notes “three member 

committee has agreed to remove [competitor] from the list.”  Another employee responds, “our 

agreement with him remains the same [as] what you initially discuss, right?”  “Yes, the same 

1%.” “I spoke to [Distributor B] and I aligned this without telling him the name of the customer 

and the person or anything … we can manage it a little bit smartly so that we don’t want to you 

know publicize this that we are approved taking this kind of approach.”   

 

22. In connection with a November 2020 tender for SCR, employees noted they “had 

discussed with [Agent A and] he will try to disqualify” the other bidder. 

 

23. MMCPL employees and HAL officials discussed qualification criteria in advance 

of additional tenders, noting in one October 2021 instance, “HAL also informed that if we want 

to add any qualification criteria, same has to be communicated now so that they will look into 

consideration in formal tender.” 

 

24. MMCPL employees also discussed bribing RDSO officials to eliminate 

competitors on tenders, and the payment of 1% of the contract award as a bribe.  One employee 

noted his communication with an RDSO Official and the negotiation of the bribe, “I just had a 

call with that guy, RDSO [Official]… so what he is talking about is one percent of the value…”  

His colleague indicated he had informed their distributor of the scheme to funnel the payments to 

RDSO Official.  

 

25. The employees further discussed the details of how the payment would be made 

by MMCPL, stating, “It could be through invoicing or through one of [the distributor’s] existing 

contracts. … so it is not going to be a problem.”   

 

26. Employees freely discussed their misconduct, which reflected a prevailing culture 

to win business at any cost, including improper means.  The widespread misconduct at MMCPL 

reflected a breakdown in internal accounting controls, training, compliance, and tone at the top 

of the subsidiary. 



 

 6 

LEGAL STANDARDS AND VIOLATIONS 

 

27. Under Section 21C of the Exchange Act, the Commission may impose a cease-

and-desist order upon any person who is violating, has violated, or is about to violate any 

provision of the Exchange Act or any rule or regulation thereunder, and upon any other person 

that is, was, or would be a cause of the violation, due to an act or omission the person knew or 

should have known would contribute to such violation. 

 

28. The books and records provisions of the FCPA, Section 13(b)(2)(A) of the 

Exchange Act, requires every issuer with a class of securities registered pursuant to Section 12 of 

the Exchange Act or which is required to file reports under Section 15(d) of the Exchange Act,  

to make and keep books, records, and accounts which, in reasonable detail, accurately and fairly 

reflect their transactions and disposition of their assets.  15 U.S.C. § 78m(b)(2)(A).  As a result 

of the conduct described above, including falsely recording the improper payments as legitimate 

business expenses and commissions in its books and records, Moog violated Section 13(b)(2)(A) 

of the Exchange Act. 

 

29. Section 13(b)(2)(B) of the Exchange Act requires issuers that have a class of 

securities registered pursuant to Section 12 of the Exchange Act and issuers with reporting 

obligations pursuant to Section 15(d) of the Exchange Act to devise and maintain a system of 

internal accounting controls sufficient to provide reasonable assurances that (i) transactions are 

executed in accordance with management’s general or specific authorization; (ii) transactions are 

recorded as necessary (I) to permit preparation of financial statements in conformity with generally 

accepted accounting principles or any other criteria applicable to such statements, and (II) to 

maintain accountability for assets; (iii) access to assets is permitted only in accordance with 

management’s general or specific authorization; and (iv) the recorded accountability for assets is 

compared with the existing assets at reasonable intervals and appropriate action is taken with respect 

to any differences.  15 U.S.C. § 78m(b)(2)(B).  As a result of the conduct described above, Moog 

violated Section 13(b)(2)(B) by failing to devise and maintain sufficient internal accounting 

controls over third-party payments, which allowed these bribery schemes to continue undetected 

over multiple years. 

 

DISGORGEMENT AND CIVIL PENALTIES 

 

30. The disgorgement and prejudgment interest ordered in Section IV below is 

consistent with equitable principles and does not exceed Respondent’s net profits from its 

violations, and returning the money to Respondent would be inconsistent with equitable 

principles.  Therefore, in these circumstances, distributing disgorged funds to the U.S. Treasury 

is the most equitable alternative.  The disgorgement and prejudgment interest ordered in Section 

IV below shall be transferred to the general fund of the U.S. Treasury, subject to Section 

21F(g)(3) of the Exchange Act. 

 



 

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COOPERATION AND REMEDIATION 

 

31. In determining to accept the Offer, the Commission considered remedial acts 

promptly undertaken by Respondent and cooperation afforded the Commission staff.  Moog 

initially reported certain misconduct to DOJ and subsequently provided SEC staff with facts 

developed during its own internal investigation.  Moog’s cooperation included identifying and 

producing key documents and sharing witness statements.  

 

32. Moog’s remediation included the termination of employees and third parties 

involved in the misconduct and enhancing its internal accounting controls over third-party 

payments.  Moog also strengthened its global compliance organization; enhanced its policies and 

procedures regarding the due diligence process and the use of third parties; increased the 

frequency of its audits and monitoring of distributor and intermediary activities; mandated 

management approval for all distributor and reseller agreements; created new positions to 

address potential risks; and increased training of employees on anti-bribery issues and tender-

specific procedures. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondent Moog cease and desist 

from committing or causing any violations and any future violations of Sections 13(b)(2)(A) and 

13(b)(2)(B) of the Exchange Act. 

 

 B. Respondent shall, within fourteen days of the entry of this Order, pay disgorgement 

of $504,926, prejudgment interest of $78,889, and a civil monetary penalty in the amount of 

$1,100,000, for a total payment of $1,683,815, to the Securities and Exchange Commission for 

transfer to the general fund of the United States Treasury, subject to Exchange Act Section 

21F(g)(3).  If timely payment of disgorgement and prejudgment interest is not made, additional 

interest shall accrue pursuant to SEC Rule of Practice 600, and if timely payment of a civil money 

penalty is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   

 

C. Payment must be made in one of the following ways:    

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request; 

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

http://www.sec.gov/about/offices/ofm.htm


 

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(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

 Payments by check or money order must be accompanied by a cover letter identifying 

Moog Inc. as a Respondent in these proceedings, and the file number of these proceedings; a copy 

of the cover letter and check or money order must be sent to Tracy L. Price, Deputy Chief, FCPA 

Unit, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, 

DC 20549-5631. 

 

 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding. 

 

 By the Commission. 

 

 

 

       Vanessa A. Countryman 

        Secretary