In re RTX CORPORATION

   
                                                      UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
 
SECURITIES EXCHANGE ACT OF 1934  
Release No. 101353 / October 16, 2024 
 
ACCOUNTING AND AUDITING ENFORCEMENT  
Release No. 4534 / October 16, 2024 
 
ADMINISTRATIVE PROCEEDING  
File No. 3-22256 
 
 
In the Matter of 
 
RTX CORPORATION 
 
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 RTX Corporation. (“RTX” 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, Respondent admits the Commission’s 
jurisdiction over Respondent and the subject matter of these proceedings, and 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. 
 
  

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III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
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that: 
SUMMARY 
 
1. This matter concerns violations of the anti-bribery, books and records, and internal accounting 
controls provisions of the Foreign Corrupt Practices Act of 1977 (the “FCPA”) by RTX 
Corporation, formed after a merger and name change involving Raytheon Company and 
Raytheon Technologies Corp. (collectively “Raytheon”). Raytheon Company was a 
Massachusetts-headquartered company that provided aerospace and defense systems for 
military, and government customers worldwide. From approximately 2011 through 2017, 
Raytheon Company paid bribes of nearly $2 million to Qatari military and other foreign 
officials through sham subcontracts with a supplier to obtain Qatari military defense contracts. 
From the early 2000s into 2020, it paid over $30 million to a Qatari agent who was a relative of 
the Qatari Emir and a member of the Council of the Ruling Family, in connection with 
additional defense contracts, under circumstances that created a significant anticorruption risk, 
leading to inaccurate records, and a wholesale breakdown of the company’s due diligence 
process and internal accounting controls at Raytheon Company and later Raytheon 
Technologies. The agent, who had no prior background in military defense contracting and 
provided very little support for work performed, was allowed to operate in a covert manner, 
and activity reports were ghost-written by a Raytheon employee until 2022. 
 
2. Raytheon lacked adequate internal accounting controls related to its payments to agents and 
suppliers, and their books and records failed to accurately reflect, or contain reasonable detail 
supporting, such payments. Raytheon Company employees and agents utilized the means and 
instrumentalities of U.S. interstate commerce in furtherance of the bribe scheme, including 
bribes paid in U.S. dollars, communications occurring in the U.S. and through U.S. email 
accounts. As a result of this misconduct, Raytheon was unjustly enriched by approximately $37 
million.  
 
RESPONDENT 
 
3. RTX Corporation (“RTX”) is incorporated in Delaware and has its principal offices in 
Arlington, Virginia. RTX is an aerospace and defense company that provides defense 
systems and services for military and government customers worldwide. On April 3, 2020, 
United Technologies Corp. (“UTC”) merged with Raytheon Company. Raytheon Company’s 
shares traded on the New York Stock Exchange under the ticker symbol “RTN.” As a result 
of the merger, Raytheon Company became a wholly owned subsidiary of UTC, which 
changed its name to Raytheon Technologies Corp. In July 2023, Raytheon Technologies 
Corp. changed its name to RTX Corporation. RTX Corporation employs approximately 
180,000 people in more than 50 countries and offers services and products in approximately 
                                                 
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 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. 
 

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180 countries worldwide. RTX Corporation reported revenue of $68.9 billion and net income 
of $3.19 billion for the period ending on December 31, 2023. RTX has a class of securities 
registered under Section 12(b) of the Exchange Act, and its shares trade on the New York 
Stock Exchange under the ticker symbol “RTX.” 
 
OTHER RELEVANT ENTITIES AND INDIVIDUALS 
 
4. Joint Venture (“JV”) was a joint venture formed in 2000 between Raytheon Company and a 
French company, each owning 50% of the joint venture. The JV was controlled by and reported 
into Raytheon. The JV was based in Fullerton, California and subcontracted with a Qatari 
supplier to perform sham defense studies to funnel illicit payments to foreign officials to win 
contracts with the Qatari Emiri Air Force (“QEAF”). In 2016, the JV was restructured and 
became a wholly owned subsidiary of Raytheon.  
 
5. GCC HAT The “GCC” is Cooperation Council for the Arab States of the Gulf and is 
comprised of the following six member states: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, 
and the United Arab Emirates. In 1998, the GCC contracted with a company later acquired by 
Raytheon for an air defense system called Hizam Al-Taawun, also known as “HAT.” The 
contracts at issue are referred to as the “GCC HAT” contracts.  
 
6. Supplier A is a Doha, Qatar, based company that was established in May 2012. Between 2012 
and 2017, Raytheon employees and Supplier A devised a scheme to funnel bribe payments to 
Qatari military officials by entering into two sham supplier contracts for defense studies. A 
Qatari royal family member and two QEAF military officials had an interest in Supplier A, and 
the military officials and a director of Supplier A (“Supplier A Executive”) managed the 
company. Supplier A has two wholly owned subsidiaries. 
 
7. Qatari Royal Family Member is the majority owner of Supplier A and an immediate family 
member of the current Emir of Qatar. 
 
8. Qatari Military Official A was a high-level general with the QEAF, close associate of Qatari 
Royal Family Member, and the Qatar GCC HAT chairman and program director of 
procurement. During the relevant period, Qatari Military Official A held dual roles as both a 
principal and board member of Supplier A and a member of the Qatari military.  
 
9. Qatari Military Official B was shareholder and board member of Supplier A, and an officer in 
the QEAF for GCC HAT. Qatari Military Official B served as the Qatari Royal Family 
Member’s representative in both government and commercial matters.  
 
10. Qatari Agent Company is a limited liability company registered in Doha, Qatar. Qatari Agent 
Company served as an international representative for Raytheon in connection with sales of 
systems and equipment to the Qatari military. Qatari Agent Company was owned and 
controlled by Qatari Agent, a Royal Family member. 
 

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11. Qatari Agent is the chairman and majority owner of Qatari Agent Company. Qatari Agent is a 
cousin of the Qatari Emir, at times advised the Emir on financial matters, and was a member of 
the Qatari Council of the Ruling Family. Formerly, Qatari Agent was the chairman of a major 
bank in Qatar. 
 
FACTS 
Background 
 
12. In the early 2000s, Qatar started dramatically increasing its military capabilities, especially 
after the 2013 transfer of the monarchy to Emir Tamim bin Hamad Al Thani. Given Qatar’s 
large defense budget and desire for modern defense products, Raytheon, along with other 
defense manufacturers, actively pursued defense contracts with the Qatar Armed Forces. 
 
13. Raytheon increased its business in Qatar primarily through two business lines: the Integrated 
Defense Systems (IDS) business in Tewksbury, Massachusetts, and the JV business in 
Fullerton, California. As part of their efforts, Raytheon employees, suppliers, and third-party 
agents engaged in various bribe schemes to obtain lucrative contracts to sell defense systems 
and capabilities to the Qatari military.  
 
14. Despite numerous known red flags of corruption in its operations and a lack of sufficient 
controls that were known since the early 2000s, Raytheon failed to take prompt corrective 
action. As a result, managers and employees were unchecked as they made or agreed to make 
improper payments through a variety of schemes to funnel bribes to foreign officials through 
third-party suppliers, including using sham supplier contracts, and falsifying and destroying 
documents to obtain or retain business. Additionally, they paid millions in unsupported and 
poorly documented payments to a wholly unqualified third-party agent, in connection with 
the award of defense contracts. 
 
Sham Supplier Subcontracts 
 
15. From 2012 to 2017, Raytheon entered into two sham supplier agreements with Supplier A to 
funnel nearly $2 million in bribes to a Qatari Royal Family Member and two QEAF officials 
to assist Raytheon in winning four contracts with a value of at least $90 million. Supplier A 
executive, along with several Raytheon managers and employees, carried out the scheme. 
Raytheon was unsuccessful in its attempts to obtain one additional contract due to the Qatari 
military’s restructuring of its defense program and the retirement of one of the bribed Qatari 
military officials. 
 
Bribes to Obtain GCC HAT Contract Additions 20-22 
 
16. Starting in at least 2011, Raytheon employees, including two senior managers in the U.S., 
agreed to funnel payments to supplier companies owned by Qatari Military Officials A and B 
and Qatari Royal Family Member to assist Raytheon in obtaining three contracts referred to 
as the “HAT III” contracts, which were the HAT Additions 20, 21 and 22. The improper 
payments were disguised as payments for what were sham defense studies. 

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17. Raytheon knew Qatari Military Official A was very influential over GCC HAT contract 
awards and controlled certain payments. They also knew that Qatari Military Officials A and 
B, as well as the Qatari Royal Family Member, were influential in winning military business.  
 
18. For example, Raytheon employees discussed the GCC HAT committee ambivalence in 
moving forward with the Additions 20 and 22 contract awards and stated that Qatari Military 
Official A: 
 
was the main person in the GCC ... to bring the chiefs of staff approvals to HAT addition 
20. He is the one who made all the briefings and behind the scenes lobbying from the 
director ops levels to the J3s level to the COSs level. 
 
Regarding HAT 22, Raytheon employees stated that Qatari Military Official A: 
 
is putting utmost effort to secure addition 22 ...Yesterday he re-convinced the AOC 
commander and the QEAF director of operation with the benefits of Addition 22 will 
bring to the QEAF. There is big support to go forward with 22 in the coming week. 
 
19. In another example, in 2014, Raytheon employees, including business development 
managers, when discussing influence maps for Saudia Arabia, United Arab Emirates and 
Qatar, noted that Qatari Military Official A “should be on the Qatar chart; ... [Qatari Military 
Official A] has brought hundreds of millions of dollars of contracts Raytheon’s way, and my 
understanding is he is now head of procurement for the QEAF.”  
 
20. Likewise, in 2014, Raytheon managers, who were assessing the value of Supplier A for 
future contracts, asked what Supplier A “brings to the table.” The first bullet point in the 
response was “royal connection.”  
 
21. To carry out the bribery schemes, Qatari Military Official A told Raytheon to use a Qatari 
supplier in which the official had ownership for the studies subcontract. Raytheon employees 
and Qatari Military Official A prepared and submitted a preliminary version of the sham 
studies subcontract for Raytheon approval. However, they determined the sham supplier was 
so obviously unqualified for the job that it wouldn’t pass scrutiny during the initial due 
diligence screening. Shortly afterward, another supplier, Supplier A, was formed and 
registered as a Qatari company to serve as the supplier for the sham defense studies. Qatari 
Military Official A put a Supplier A executive in position to interface with Raytheon 
employees to carry out the bribery schemes. Raytheon employees were aware that both 
Qatari Military Officials A and B were principals and board members of Supplier A, and 
Qatari Royal Family Member was the majority owner. 
 
22. Raytheon employees and Qatari Military Official A negotiated an amendment to Addition 22 
to include a provision to fund the sham defense studies. Raytheon employees previously had 
attempted to engage Supplier A as its Qatari country representative. However, country 
representative agreements were subject to more extensive due diligence, so they 

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recharacterized the agreement as a supplier engagement. Supplier A was a newly formed 
company with little to no commercial experience and no technical expertise. To get Supplier 
A approved as a supplier, Raytheon employees directed Supplier A to insert false and 
misleading information about Supplier A’s work history, employees, financials, and defense 
expertise in the Raytheon diligence paperwork. Despite red flags raised by switching 
Supplier A from a country representative agreement to a supplier agreement, and the recent 
formation of Supplier A, Supplier A was approved as its supplier for the defense studies.  
 
23. In 2013 and 2014, Raytheon employees met with Qatari Military Officials A and B as part of 
a QEAF delegation related to GCC HAT meetings in Fullerton, California. During that same 
period, the company’s due diligence process revealed that one of the Supplier A company 
shareholders was Qatari Military Official B. However, no action was taken to resolve the 
issue, and Raytheon continued to work with Supplier A. 
 
24. Raytheon employees communicated with Qatari Military Officials A and B using their U.S. 
based personal computers and mobile devices, personal email, and other off-channel 
communications in violation of Raytheon’s policies.  
 
25. In February 2014, Raytheon awarded Supplier A the first of the two subcontracts for the 
defense studies. According to the subcontract, Supplier A was to draft defense studies in 
Arabic and deliver them to the GCC HAT director for Qatar, who was Qatari Military 
Official A.  
 
26. At the direction of Qatari Military Official A, Raytheon employees and managers agreed to 
draft the defense studies called for under the subcontract. A Raytheon technical director 
drafted three defense studies in Arabic and passed them off as studies conducted by Supplier 
A, using his Raytheon computer in the U.S. Numerous red flags of the bribery were present, 
including the fact that the studies were substantially similar to studies outlined and drafted by 
the employee a year before Raytheon entered into the sham contract with Supplier A. The 
technical director and a Raytheon program manager also falsely certified that Subcontractor 
A had completed milestones in accordance with the terms of the subcontract to justify 
payments to Supplier A, including providing study outlines and drafts to Raytheon for 
review. Despite paying nearly $975,000 for the studies, Raytheon did not retain a copy of the 
studies. In fact, Raytheon employees did not review the studies because they were written in 
Arabic, and only the employee who drafted the studies was fluent. Between May and 
September 2014, Raytheon falsely recorded the payments to Supplier A for the sham defense 
studies as legitimate subcontractor services.  
 
Bribes Related to Addition 23 
 
27. Raytheon also used sham defense studies to funnel bribes to obtain Addition 23. Qatari 
Military Official A informed Raytheon that the award of Addition 23 was contingent on 
Raytheon giving Supplier A’s subsidiary a subcontract for what would be sham defense 
studies. To conceal his involvement with Supplier A and its subsidiary, Qatari Military 
Official A instructed Supplier A executive to create an alias email account for 

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communicating with Raytheon employees about the bribe scheme. Raytheon employees, 
including senior managers, were aware that Qatari Military Official A was using an alias 
email account to communicate with them. In March 2013, at the instruction of Qatari 
Military Official A, Raytheon added the studies provision to Addition 23, which would be 
drafted by the same employee as the other sham studies. 
 
28. Despite Raytheon’s due diligence revealing that Supplier A’s subsidiary was not fully 
operational, in March 2016, Raytheon awarded Supplier A’s subsidiary a subcontract for the 
defense studies. As before, a Raytheon employee wrote the studies, Raytheon did not retain a 
copy, and no other employees reviewed the studies. Between January and November 2017, 
Raytheon paid Supplier A’s subsidiary $950,000 for the sham defense studies and falsely 
recorded them as legitimate sub-contractor services. 
 
Bribe Scheme Related to the Falcon Project 
 
29. Raytheon employees knew that Qatari Military Official A was an advisor to the Falcon 
project and attempted to use his influence to win the award by funneling money through 
Supplier A’s subsidiary. Rather than again using sham defense studies, they attempted to 
enter into a partnering agreement with Supplier A’s subsidiary. Raytheon employees 
described partnering with Supplier A’s subsidiary on the Falcon project as “key to an award” 
and bringing a “royal connection” to the table for Raytheon’s pursuit of the project. In 2016, 
Raytheon approved the partnering agreement, and the employees immediately informed 
Qatari Military Officials A and B. However, in early 2017, the Qatari military terminated the 
project for budget reasons. Raytheon’s controls failed to detect or prevent the attempted 
bribery scheme. 
 
Qatari Third-Party Agent 
Background 
 
30. Raytheon had long sought to win military defense contracts in Qatar. However, the process 
was challenging, given the Qatari military procurement process was opaque. When Raytheon 
retained Qatari Agent as its representative in Qatar, his royal ties and lack of military defense 
contracting experience were known. Despite due diligence that revealed red flags of 
heightened corruption risks, Qatari Agent was engaged on a success fee basis through his 
Company. Over time, Raytheon personnel learned of additional red flags associated with 
Qatari Agent that Raytheon failed to address. As one compliance employee stated regarding 
Qatari Agent, “We have always had some ‘red flags’ that we basically accepted to live with.” 
 
31. The success-fee arrangement provided for vague services, and Qatari Agent’s primary 
obligation was to exercise “best efforts” to help Raytheon establish relationships and good 
will with the Qatari military. Qatari Agent was not willing or able to assist Raytheon 
personnel with the few substantive tasks that were itemized in the agreements. Neither the 
agreements nor Raytheon’s policies required Qatari Agent to submit invoices in order to get 
paid; rather, the award of a contract to Raytheon and the receipt of payments from Qatar 
triggered Raytheon’s payment of commissions to Qatari Agent. Until at least 2019, Raytheon 

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did not require the Qatari Agent to report its activities on behalf of Raytheon as a condition 
for payment, and thus Raytheon did not know what Qatari Agent did as its representative in 
Qatar to help Raytheon win billions in military contracts, or what he did with the millions 
paid to him. While numerous Raytheon employees raised concerns regarding red flags of 
high corruption risk, they were overruled by management, who allowed the contracts with 
Qatari Agent to be extended.  
 
32. Raytheon employees believed that the Qatari Agent was able to represent Raytheon only as a 
result of an exception granted by the Emir to a prohibition on companies using sales 
representatives to assist them in military procurements. No efforts were made by Raytheon to 
determine whether Qatari Agent engaged in corruption to obtain the exception. Raytheon 
also simply referred to Qatari Agent in some agreements as a “service provider” instead of 
representative, but the substance of the relationship did not change. 
 
Raytheon Paid Qatari Agent Millions to Win Military Contracts 
 
33. Between February 2007 and April 2020, Raytheon paid over $30 million to Qatari Agent as 
part of its efforts to sell its Patriot Missile system and other military defense systems to the 
Qatari military. Working with Qatari Agent, Raytheon was awarded billions in defense 
contracts. Qatari Agent was a relative of the Qatari Emir and for some period a member of 
the Council of the Ruling Family, and he had no prior background in military defense 
contracting. Time and time again, managers and employees raised concerns over red flags of 
corruption regarding the agent. Yet, the relationship with the agent, who provided very little 
support for work performed, continued unchecked.  
 
34. Due diligence on the agent was insufficient, and indicia of corruption were ignored. For 
years, the company relied on a poorly drafted two-page opinion that Qatari Agent was not a 
government official, despite the agent being a royal family member and a member of the 
Council of the Ruling Family, who at times advised the Emir on finances before he became 
Emir. Contracts with the agent were entered into and extended several times despite known 
significant corruption risk. 
 
35. Raytheon’s written policies and procedures regarding agents were overlooked and, at times, 
circumvented, to allow Qatari Agent to work on the company’s behalf. For example, when 
the company finally required that Qatari Agent provide documentation of work performed, a 
company employee, with the knowledge of others, ghost-wrote the agent’s reports. 
 
36. Despite the lack of or inadequate documentation of services performed by Qatari Agent, and 
numerous employees expressing concern about continuing to work with the agent due to the 
corruption risks, Raytheon paid over $30 million to Qatari Agent. Payments continued to 
Qatari Agent even after the Commission staff raised questions about the company’s business 
practices and corruption in Qatar. In an effort to exit the relationship quickly, Raytheon paid 
the agent a record $17 million in March and April 2020. Despite the staff’s investigation, 
Raytheon did not disclose to Commission staff the known corruption concerns and amounts 
paid to the Qatari Agent. They were not revealed until new management became aware 

9 
following the merger that created RTX and they determined to cooperate fully with the staff’s 
investigation. 
 
Raytheon Failed to Obtain Proof of Services Provided 
 
37. From 2012 until 2022, the Raytheon Country Manager for Qatar (“Country Manager”) was 
considered Qatari Agent’s handler, controlling all access to Qatari Agent by other Raytheon 
employees. When Raytheon employees asked to speak with Qatari Agent, they were often told 
that Qatari Agent was too important or busy to speak with them or provide the requested 
service or information. In addition, Country Manager helped postpone deadlines for Qatari 
Agent submissions that were required by Raytheon’s compliance and due diligence program, to 
the point that the periodic refreshes of Qatari Agent’s due diligence were chronically late, and 
the company’s information about Qatari Agent was frequently out of date by a year or more. 
Raytheon personnel understood that Raytheon’s senior leadership supported Country Manager, 
rendering him untouchable. 
 
38. Raytheon personnel could not confirm what work Qatari Agent had done to help Raytheon win 
the contracts, and Raytheon failed to require Qatari Agent to report its activities. While 
Raytheon managers and employees were aware that Qatari Agent was interacting with Qatari 
officials on their behalf in connection with obtaining and retaining military contracts, they did 
not know the names or titles of the government officials Qatari Agent contacted on Raytheon’s 
behalf. Likewise, they did not know what transpired during those communications and 
meetings.  
 
39. Qatari Agent was seemingly allowed to pick and choose what they were paid for and what 
services they were credited with performing. One example occurred when the manager of a 
project in Qatar asked Country Manager if Qatari Agent could help Raytheon obtain certain 
permits needed for the project. Country Manager told the project manager that it was beneath 
Qatari Agent to assist with permits and refused to contact him. When the permits were 
issued, however, Country Manager sent an email in which he extolled the efforts of Qatari 
Agent in assisting Raytheon obtain the permits. 
 
40. Country Manager provided Qatari Agent with internal documents and non-public information 
to assist him with appearing to provide services and claim additional commissions from the 
company. The internal documents included talking points for Qatari Agent to use with 
Raytheon executives, draft messages from Raytheon senior managers to Qatari Agent to 
allow Qatari Agent to prepare a response, and even draft minutes of a meeting between 
Raytheon and Qatari Agent regarding a dispute over commissions. Country Manager’s 
sharing of information to help Qatari Agent create the appearance of providing services was 
known to others within Raytheon, yet they took no steps to stop the practice. 
 
41. In addition, it was known that Country Manager ghost-wrote communications on behalf of 
Qatari Agent to send to Raytheon managers and executives. These included emails and 
WhatsApp messages about the progress of Raytheon pursuits and the burden on Qatari Agent 
of completing Raytheon due diligence forms. Moreover, beginning in 2019, when Raytheon 

10 
instituted a requirement that representatives submit quarterly activity reports, Country 
Manager wrote all Qatari Agent’s activity reports. The reports were vague and lacked 
specific information about work performed. Raytheon managers and an attorney knew 
Country Manager authored the activity reports without authorization. The reports were a 
requirement for Qatari Agent to be paid. Despite knowledge the reports were ghost-written, 
Raytheon paid Qatari Agent and continued the relationship. 
 
42. When Raytheon personnel attempted to obtain an adequate level of detail from Qatari Agent 
in the activity reports, Country Manager wrote a letter of complaint for Qatari Agent 
Company to send to a Raytheon executive. The executive then tasked Country Manager with 
drafting a response for him to send to Qatari Agent. A Raytheon attorney who was aware of 
the situation emailed, “Priceless since [Country Manager] probably wrote the letter from 
[Qatari Agent Company].” Thus, any attempt to gather information about what Qatari Agent 
was doing through the activity reports was a meaningless, check-the-box exercise that neither 
enhanced compliance efforts nor mitigated corruption risks. 
 
Raytheon Made Unsupported Payments to Qatari Agent 
43. The contracts that Raytheon sought in Qatar were high-value pursuits worth billions of 
dollars which increased the risks of the relationship with Qatari Agent. Raytheon senior 
executives focused only on the potential for unusually high revenue from military sales in 
Qatar, to the exclusion of meaningful compliance or internal accounting controls over 
payments to the Qatari Agent. They believed that keeping Qatari Agent happy was essential 
to obtaining that revenue, which resulted in special treatment of Qatari Agent. The tone at the 
top of Raytheon and the relevant business unit stressed keeping Qatari Agent on board at all 
costs, without regard to the numerous red flags of corruption and compliance concerns. 
 
44. Over the course of its relationship with Qatari Agent, Raytheon credited it with assisting the 
company to obtain eight contracts valued at approximately $5.89 billion. From 2015 to 2020, 
Raytheon obtained five of the contracts, worth approximately $3.2 billion. Senior managers 
and executives believed that the relationship with Qatari Agent enabled the company to win 
the contracts. One stated that Qatari Agent “has access to both the Minister of Defense and 
the Emir. . . . I have witnessed it firsthand. It is what got the Patriot, [Ground Based 
Integrated Air and Missile Defense] and EWR going.” 
 
45. The few executives who met with the Qatari Agent merely exchanged courtesies and 
discussed Raytheon business at a high level. They did not know what, if any, legitimate 
services Qatari Agent was providing in exchange for the millions being paid to him.  
 
46. In one instance, the dependence of Raytheon executives on Qatari Agent led to Raytheon 
paying Qatari Agent commissions for contracts on which they ostensibly had not worked and 
which were not covered by any Qatari Agent agreement or appendix. Beginning in 2013, 
Qatari Agent demanded commission for Additions 22 and 23, which JV had won, even 
though the JV team reported that they had received no assistance from Qatari Agent. In fact, 
the JV team had utilized the sham defense studies corruption scheme to win those contracts. 

11 
However, because Raytheon managers believed they needed Qatari Agent’s help to win the 
large Patriot contract, they acquiesced to Qatari Agent’s demand that he be paid a 
commission, since he was their country agent. In 2014 and 2017, Raytheon paid Qatari Agent 
commissions for GCC HAT Additions 22 and 23, even though Qatari Agent had provided no 
assistance for either addition. 
 
47. Raytheon’s policies required periodic evaluations of Qatari Agent’s performance as a 
representative; however, the main factor used was whether Raytheon won business in Qatar. 
For example, one manager admitted in the evaluation form that he was not privy to and did 
not attend meetings and he had no knowledge of what Qatari Agent did to win the contracts. 
As a result, Raytheon’s evaluation forms were simply a check-the-box requirement. 
 
48. Raytheon’s financial policies and procedures included caps on commissions to third parties, 
which the company raised or manipulated for Qatari Agent. Qatari Agent was one of 
Raytheon’s highest-paid representatives world-wide. To ensure that Qatari Agent continued 
to receive their unusually high compensation, Raytheon senior management raised the 
commission caps for Qatari Agent. In addition, they manipulated Qatari Agent’s existing 
contract appendices by adding pursuits in ways that allowed them to supersede internal 
policies concerning commission caps. Raytheon took these unusual steps to retain Qatari 
Agent’s support due to belief that Qatari Agent was essential to Raytheon’s success in Qatar.  
 
49. In 2019 and 2020, when Qatari Agent submitted vague and inadequate activity reports, there 
were no meaningful consequences for Qatari Agent. Although one commission payment was 
delayed, Raytheon personnel were told that they were not to withhold commission payments 
or terminate appendices with Qatari Agent because they should not “rock the boat.” Qatari 
Agent was perceived to be essential to assisting Raytheon in obtaining payments for Patriot 
2-Lot and NASAMS. The message was communicated from Raytheon senior executives, 
who emphasized profits over compliance. At Raytheon, winning contracts took priority over 
concerns of the legal and compliance functions. Thus, the company’s gatekeepers were not 
empowered to address compliance issues with Qatari Agent, exposing Raytheon to the risk of 
corruption. 
 
50. As a result of weaknesses in Raytheon’s internal accounting controls surrounding 
intermediaries, Raytheon hired, paid, and increased commission rates for Qatari Agent 
despite elevated risks of bribery and without reasonable assurance that its payments 
compensated legitimate services. Between 2007 and 2020, Raytheon paid Qatari Agent over 
$30 million in commissions, and despite having the right to audit Qatari Agent, it never 
performed one.  
 
51. Raytheon personnel signed off on the payments without knowledge or proof of the services 
that Qatari Agent provided. Some approvers stated that they never interacted with Qatari 
Agent, yet they or their subordinates approved the payment of commissions. At least one 
approver expressed the possibility that paying Qatari Agent could raise FCPA concerns. 
Several approvers simply relied on what Country Manager claimed Qatari Agent Company 
did. These signoffs represented the epitome of a paper program. Employees were required to 

12 
check boxes, but they conducted no meaningful review of the services provided that 
supported the proposed payment. 
 
52. The lack of effective compliance or internal accounting controls created an enhanced risk 
that the huge commission payments to Qatari Agent Company could be used to fund 
improper payments to foreign officials who were instrumental in awarding the military 
defense contracts. Raytheon also maintained inadequate books, records, and accounts 
concerning its payments to Qatari Agent Company, as they were unsupported by adequate 
documentation of legitimate services, and the company maintained inaccurate documents 
relating to Qatari Agent Company in its books and records. These failures occurred against a 
backdrop of senior management indifference to the heightened corruption risk in connection 
with Raytheon’s business in Qatar.  
 
LEGAL STANDARDS AND VIOLATIONS 
 
53. Under Section 21C(a) 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. 
 
Raytheon Violated Exchange Act Section 30A 
 
54. The anti-bribery provisions of the FCPA, Section 30A of the Exchange Act, make it unlawful 
for any issuer with 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, or any officer, director, 
employee, or agent acting on its behalf, to make use of the mails or any means or 
instrumentality of interstate commerce corruptly in furtherance of the provision of or offer to 
provide anything of value, directly or indirectly, to foreign officials for the purpose of 
influencing their official decision-making, in order to assist in obtaining or retaining 
business. 15 U.S.C. § 78dd-1(a).  
 
55. Raytheon Company engaged in the sham supplier scheme to make improper payments to 
foreign officials to obtain and retain Qatari military defense contracts. As a result of the 
conduct described above, Raytheon violated Exchange Act Section 30A. 
 
Raytheon Violated Exchange Act Section 13(b)(2)(A) 
 
56. The books and records provision 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 the transactions and dispositions of the assets of the issuer. 15 U.S.C. § 
78m(b)(2)(A).  
 

13 
57. As a result of the conduct described above, Raytheon’s books and records inaccurately 
characterized payments to supplier subcontractors in Qatar that included portions intended 
for bribes as legitimate business expenses, and it lacked sufficient detail and support to 
record payments to the supplier subcontractors, and to the third-party agent, as legitimate 
commissions, and business expenses. Therefore, Raytheon violated Exchange Act Section 
13(b)(2)(A). 
 
Raytheon Violated Exchange Act Section 13(b)(2)(B) 
 
58. Section 13(b)(2)(B) of the Exchange Act requires companies with a class of securities 
registered under Section 12 of the Exchange Act or which are required to file reports under 
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).  
 
59. As described above, Raytheon failed to implement a system of internal accounting controls 
sufficient to provide reasonable assurances that access to assets was permitted, and 
transactions were executed, only in accordance with management’s general or specific 
authorization. Specifically, Raytheon had insufficient internal accounting controls over 
vendor management and accounts payable to provide reasonable assurances that Raytheon 
was adhering to Raytheon’s anti-corruption policy and procedures before paying suppliers 
and agents, lacked sufficient internal accounting controls over the payments, and failed to 
address repeated financial controls deficiencies surrounding intermediaries. By this conduct, 
Raytheon violated Exchange Act Section 13(b)(2)(B).  
 
DISGORGEMENT 
 
60. The disgorgement and prejudgment interest ordered in section IV is consistent with equitable 
principles and does not exceed Respondent’s net profits from its violations, and allowing 
Respondent to retain such funds 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 shall 
be transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the 
Exchange Act.  
 
COOPERATION AND REMEDIATION 
 
61. After a period of uncooperativeness and following the merger, Raytheon provided significant 
cooperation under new management, who also hired new outside counsel. New management 

14 
undertook an internal investigation of the Qatari Agent conduct and reexamined prior work 
done related to Supplier A. From this point, the company timely produced key documents, 
provided facts developed in its internal investigation, translated key documents, and made 
numerous employees, including former employees and employees located abroad, available 
to speak to Commission staff.  
  
62. New management also took steps to remediate, including terminating employees involved in 
the misconduct, some of which were still working with the company despite their known 
roles in the misconduct. Its remediation included revamping its anti-corruption policies, 
enhancing internal accounting controls over the retention, payment, and oversight of third 
parties, improving its anticorruption risk assessments, and expanding its compliance staff. 
These remedial actions were taken following the merger, and elements of the new program 
are untested, while continued efforts are underway to make additional enhancements. 
 
UNDERTAKINGS 
 
63. Respondent undertakes to engage an Independent Compliance Monitor pursuant to the 
provisions set forth in Attachment A of the Order. 
 
64. For the period of engagement and for a period of two years from completion of the 
engagement, Respondent shall not (i) retain the independent monitor for any other professional 
services outside of the services described in this Order; (ii) enter into any other professional 
relationship with the independent monitor, including any employment, consultant, attorney-
client, auditing or other professional relationship; or (iii) enter, without prior written consent of 
the Commission staff, into any such professional relationship with any of the independent 
monitor’s present or former affiliates, employers, directors, officers, employees, or agents 
acting in their capacity as such.  
 
65. The reports by the independent monitor will likely include confidential financial, proprietary, 
competitive business or commercial information. Public disclosure of the reports could 
discourage cooperation, impede pending or potential government investigations, or undermine 
the objectives of the reporting requirement. For these reasons, among others, the reports and 
the contents thereof are intended to remain and shall remain non-public, except (1) pursuant to 
court order, (2) as agreed to by the parties in writing, (3) to the extent that the Commission 
determines in its sole discretion that disclosure would be in furtherance of the Commission’s 
discharge of its duties and responsibilities, or (4) is otherwise required by law. 
 
66. Respondent undertakes to: Certify, in writing, compliance with the undertaking(s) set forth 
above. The certification shall identify the undertaking(s), provide written evidence of 
compliance in the form of a narrative, and be supported by exhibits sufficient to demonstrate 
compliance. The Commission staff may make reasonable requests for further evidence of 
compliance, and Respondent agrees to provide such evidence. The certification and supporting 
material shall be submitted to Tracy L. Price, Deputy Chief, FCPA Unit, Division of 
Enforcement, U.S. Securities and Exchange Commission, 100 F Street, N.E., Washington, 

15 
D.C. 20549-5631B, with a copy to the Office of Chief Counsel of the Enforcement Division, 
no later than sixty (60) days from the date of the completion of the undertakings.   
 
67. Respondent undertakes to do the following: In connection with this action and any related 
judicial or administrative proceeding or investigation commenced by the Commission or to 
which the Commission is a party, Respondent (i) agrees to appear and be interviewed by 
Commission staff at such times and places as the staff requests upon reasonable notice; (ii) will 
accept service by mail or facsimile transmission of notices or subpoenas issued by the 
Commission for documents or testimony at depositions, hearings, or trials, or in connection 
with any related investigation by Commission staff; (iii) appoints Respondent's undersigned 
attorney as agent to receive service of such notices and subpoenas; (iv) with respect to such 
notices and subpoenas, waives the territorial limits on service contained in Rule 45 of the 
Federal Rules of Civil Procedure and any applicable local rules, provided that the party 
requesting the testimony reimburses Respondent's travel, lodging, and subsistence expenses at 
the then-prevailing U.S. Government per diem rates; and (v) consents to personal jurisdiction 
over Respondent in any United States District Court for purposes of enforcing any such 
subpoena. In determining whether to accept the Offer, the Commission has considered the 
undertakings set forth in this paragraph. 
 
CRIMINAL DEFERRED PROSECUTION AGREEMENT 
 
68. Raytheon Company, currently a subsidiary of RTX, will enter into a three-year deferred 
prosecution agreement with the U.S. Department of Justice Criminal Division, Fraud Section, 
and the U.S. Attorney’s Office for the Eastern District of New York, in which it 
acknowledges responsibility for criminal conduct relating to certain findings in the Order. 
Specifically, Raytheon Company acknowledges responsibility for two violations of 18 U.S.C. 
§ 371, conspiracy to violate the FCPA, 15 U.S.C. § 78dd-1, and conspiracy to violate the 
Arms Export Control Act, 22 U.S.C. § 2778. 
2
 Raytheon Company has agreed to pay a 
criminal fine of $230,400,000 and forfeiture of $36,696,068 in connection with the deferred 
prosecution agreement.  
 
 
 
  
                                                 
2
  In total, Raytheon Company will enter into two, three-year deferred-prosecution agreements (“DPAs”) with the U.S. 
Department of Justice (“DOJ”). The first agreement is between Raytheon Company and the DOJ Criminal Fraud Section, 
National Security Division, and the U.S. Attorney’s office for the Eastern District of New York that acknowledges responsibility 
for one count of conspiracy to violate the FCPA, and one count of conspiracy to violate the Arms and Export Controls Act. The 
agreement includes a total criminal penalty of $289,000,918 of which $267,096,068 that relates to the FCPA penalty and 
forfeiture. The second DPA is with the DOJ’s Market Integrity and Major Frauds unit, and the U.S. Attorney’s Offices for 
Massachusetts that acknowledges responsibility for two counts of Major Fraud Against the U.S. in connection with fraud related 
to two Raytheon Company contracts. Raytheon Company will make an additional payment of $257,990,981 that relates to the 
criminal penalty and restitution as part of this second criminal resolution. Both resolutions require that Raytheon Company retain 
a three-year independent compliance monitor. 
 

16 
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 cease and desist from 
committing or causing any violations and any future violations of Sections 30A, 13(b)(2)(A), and 
13(b)(2)(B) of the Exchange Act.  
 
 B. Respondent shall comply with Undertakings as enumerated in paragraphs 63 to 66 
above.   
 
C.  Respondent shall, within fourteen days of the entry of this Order, pay 
disgorgement of $37,400,090, and prejudgment interest of $11,786,208, and a civil monetary 
penalty in the amount of $75,000,000, for a total of $124,186,298 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). Respondent shall receive a civil penalty offset of $22,500,000 based on 
its payment to the Department of Justice. If timely payment is not made, additional interest shall 
accrue pursuant to SEC Rule of Practice 600 (in relation to disgorgement and prejudgment 
interest ordered) and 31 U.S.C. § 3717 (in relation to civil penalty ordered). 
 
D.  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  
 
(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 
RTX Corporation 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, 

17 
Deputy Chief, FCPA Unit, Division of Enforcement, Securities and Exchange Commission, 100 
F St., NE, Washington, DC 20549-5631B.  
 
 E. 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. 
 
F.  Respondent acknowledges that the Commission is not imposing a civil penalty in 
excess of $75,000,000 based upon its cooperation in a Commission investigation or related 
enforcement action. If at any time following the entry of the Order, the Division of Enforcement 
(“Division”) obtains information indicating that Respondent knowingly provided materially false 
or misleading information or materials to the Commission, or in a related proceeding, the 
Division may, at its sole discretion and with prior notice to the Respondent, petition the 
Commission to reopen this matter and seek an order directing that the Respondent pay an 
additional civil penalty. Respondent may contest by way of defense in any resulting 
administrative proceeding whether it knowingly provided materially false or misleading  
information, but may not: (1) contest the findings in the Order; or (2) assert any defense to 
liability or remedy, including, but not limited to, any statute of limitations defense. 
 
 By the Commission. 
 
 
 
       Vanessa A. Countryman 
       Secretary 
  
  

   
Attachment A 
Independent Compliance Monitor 
Retention of Monitor and Term of Engagement 
 1. RTX Corporation (“RTX” or “Company”) shall engage an independent 
compliance monitor (the “Monitor”) not unacceptable to the staff of the Commission within sixty 
(60) calendar days of the issuance of the Order. The Monitor shall have, at a minimum, the 
following qualifications: (i) demonstrated expertise with respect to the FCPA and other 
applicable anti-corruption laws, including experience counseling on FCPA issues; (ii) experience 
designing or reviewing corporate compliance policies, procedures, and internal accounting 
controls, including FCPA and anti-corruption policies and procedures; (iii) the ability to access 
and deploy resources as necessary to discharge the Monitor’s duties; and (iv) sufficient 
independence from the Company to ensure effective and impartial performance of the Monitor’s 
duties. The Commission staff may extend the Company’s time period to retain the Monitor, in its 
sole discretion. If the Monitor resigns or is otherwise unable to fulfill the obligations herein, the 
Company shall within forty-five (45) days retain a successor Monitor that has the same minimum 
qualifications as the original monitor and that is not unacceptable to the Commission staff.  
 2. The Company shall retain the Monitor for a period of not less than thirty-six (36) 
months, unless the Commission staff finds, in its sole discretion, that there exists a change in 
circumstances sufficient to eliminate the need for the Monitor, in which case the Monitorship 
may be terminated early (the “Term of the Monitorship”). The Term of the Monitorship can be 
extended as set forth in Paragraph 26, below. The Company shall provide the Commission staff 
with a copy of the agreement detailing the scope of the Monitor’s responsibilities within thirty 
(30) days after the Monitor is engaged.  

2 
 3. For the Term of the Monitorship and for a period of two years from completion of 
the engagement, neither the Company nor any of its then current or former affiliates, 
subsidiaries, directors, officers, employees, or agents acting in their capacity as such shall (i) 
retain the Monitor for any other professional services outside of the services described in this 
Order; (ii) enter into any other professional relationship with the Monitor, including any 
employment, consultant, attorney-client, auditing or other professional relationship; or (iii) enter, 
without prior written consent of the Commission staff, into any such professional relationship 
with any of the Monitor’s present or former affiliates, employers, directors, officers, employees, 
or agents acting in their capacity as such.  
Company’s Obligations 
 4. The Company shall cooperate fully with the Monitor and provide the Monitor 
with access to all non-privileged information, documents, books, records, facilities, and 
personnel as reasonably requested by the Monitor; such access shall be provided consistent with 
the Company’s and the Monitor’s obligations under applicable local laws and regulations, 
including but not limited to, applicable data privacy and national security laws and regulations. 
The Company shall use its best efforts, to the extent reasonably requested, to provide the 
Monitor with access to the Company’s former employees, third-party vendors, agents, and 
consultants. The Company does not intend to waive the protection of the attorney work-product 
doctrine, attorney-client privilege, or any other privilege applicable as to third parties. 
 5. The parties agree that no attorney-client relationship shall be formed between the 
Company and the Monitor. In the event that the Company seeks to withhold from the Monitor 
access to information, documents, books, records, facilities, current or former personnel of the 
Company, its third-party vendors, agents, or consultants that may be subject to a claim of 

3 
attorney-client privilege or to the attorney work-product doctrine, or where the Company 
reasonably believes production would otherwise be inconsistent with the applicable law, the 
Company shall work cooperatively with the Monitor to resolve the matter to the satisfaction of 
the Monitor. If, during the Term of the Monitorship, the Monitor believes that the Company is 
unreasonably withholding access on the basis of a claim of attorney-client privilege, attorney 
work-product doctrine, or other asserted applicable law, the Monitor shall notify the Commission 
staff. 
 6. Upon entry of this Order and during the Term of the Monitorship, should the 
Company learn of credible evidence or allegations of corrupt payments, false books, records, or 
accounts, or the failure to implement adequate internal accounting controls, the Company shall 
promptly report such evidence or allegations to the Commission staff. Any disclosure by the 
Company to the Monitor concerning potential corrupt payments, false books and records, or 
internal accounting control issues shall not relieve the Company of any otherwise applicable 
obligation to truthfully disclose such matters to the Commission staff.  
Monitor’s Mandate 
 7. The Monitor shall review and evaluate the effectiveness of the Company’s 
policies, procedures, practices, internal accounting controls, recordkeeping, and financial 
reporting (collectively, “Policies and Procedures”), with a focus on Raytheon Company 
operations as integrated into RTX Corporation, as they relate to the Company’s current and 
ongoing compliance with the anti-bribery, books and records, and internal accounting controls 
provisions of the FCPA and other applicable anti-corruption laws (collectively, “Anti-corruption 
Laws”), and make recommendations reasonably designed to improve the effectiveness of the 
Company’s internal accounting controls and FCPA corporate compliance program (the 

4 
“Mandate”). This Mandate shall include an assessment of the Board of Directors’ and senior 
management’s commitment to, and effective implementation of, the FCPA corporate compliance 
program. In carrying out the Mandate, to the extent appropriate under the circumstances, the 
Monitor may coordinate with the Company personnel, including in-house counsel, or through 
designated outside counsel, compliance personnel, and internal auditors. To the extent the 
Monitor deems appropriate, it may rely on the Company’s processes, and on sampling and 
testing methodologies. The Monitor is not expected to conduct a comprehensive review of all 
business lines, all business activities, and all markets. Any disputes between the Company and 
the Monitor with respect to the Work Plan shall be decided by the Commission staff in its sole 
discretion. 
 8.  During the term of the Monitorship, the Monitor shall conduct three reviews (First 
Review, Second Review, and Third Review), issue a report following each review (First Review 
Report, Second Review Report, and Third Review Report), and issue a Final Certification 
Report, as described below. The Monitor’s Work Plan for the First Review shall include such 
steps as are reasonably necessary to conduct an effective First Review. It is not intended that the 
Monitor will conduct its own inquiry into historical events. In developing each Work Plan and in 
carrying out the reviews pursuant to such plans, the Monitor is encouraged to coordinate with the 
Company’s personnel, including auditors and compliance personnel. 
First Review and Report 
 9. The Monitor shall commence the First Review no later than one hundred twenty 
(120) calendar days from the date of the engagement of the Monitor (unless otherwise agreed by 
the Company, the Monitor, and the Commission staff). Promptly upon being retained, the 

5 
Monitor shall prepare a written Work Plan, which shall be submitted to the Company and the 
Commission staff for comment no later than sixty (60) days after being retained. 
10. In order to conduct an effective First Review and to understand fully any existing 
deficiencies in the Company’s internal accounting controls and FCPA corporate compliance 
program, the Monitor’s Work Plan shall include such steps as are reasonably necessary to 
understand the Company’s business and its global anti-corruption risks. The steps shall include: 
(a) inspection of relevant documents, including the internal accounting 
controls, recordkeeping, and financial reporting policies and procedures as 
they relate to the Company’s compliance with the books and records, 
internal accounting controls, and anti-bribery provisions of the FCPA and 
other applicable anti-corruption laws; 
(b) onsite observation of selected systems and procedures comprising the 
Company’s FCPA corporate compliance program, including anti-
corruption compliance procedures, internal accounting controls, 
recordkeeping, due diligence, and internal audit procedures, including at 
sample sites; 
(c) meetings  with, and  interviews  of,  as relevant, the  Company employees, 
officers,  directors,  and,  where  appropriate  and  feasible,  its  third-party 
vendors, agents,  or consultants and  other persons at  mutually convenient 
times and places; and 
(d) risk-based analyses, studies, and testing of the Company’s FCPA corporate 
compliance program. 

6 
11. The Monitor may take steps as reasonably necessary to develop an understanding 
of the facts and circumstances surrounding prior FCPA violations that gave rise to this action 
or violations of other applicable anti-corruption laws but shall not conduct his or her own 
inquiry into those historical events. 
12. After receiving the First Review Work Plan, the Company and Commission staff 
shall provide any comments concerning the First Review Work Plan within thirty (30) days to 
the Monitor. Any disputes between the Company and the Monitor with respect to the First 
Review Work Plan shall be decided by the Commission staff in its sole discretion. Following 
comments by the Company and Commission staff, the Monitor will have fifteen (15) days to 
submit a Final First Review Work Plan. 
13. The First Review shall commence no later than one hundred twenty (120) days 
from the date of the engagement of the Monitor (unless otherwise agreed by the Company, the 
Monitor, and the Commission staff). The Monitor shall issue a written report within one hundred 
seventy-five (175) days of commencing the First Review, setting forth the Monitor’s assessment 
and, if necessary, making recommendations reasonably designed to improve the effectiveness of 
the Company’s internal accounting controls and FCPA corporate compliance program as they 
relate to the Company’s compliance with the FCPA and other applicable anti-corruption laws. 
The Monitor should consult with the Company concerning his or her findings and 
recommendations on an ongoing basis and should consider the Company’s comments and input 
to the extent the Monitor deems appropriate. The Monitor may also choose to share a draft of his 
or her report with the Company and Commission staff prior to finalizing it. The Monitor shall 
provide the report to the Board of Directors of the Company and contemporaneously transmit a 
copy to Commission staff. 

7 
14. Within one hundred fifty (150) days after receiving the Monitor’s First Review 
Report, the Company shall adopt and implement all recommendations in the report, provided, 
however, that as to any recommendation that the Company considers unduly burdensome, 
impractical, costly, or inconsistent with applicable law or regulation, the Company need not 
adopt that recommendation at that time, but may submit in writing to the Monitor and the 
Commission staff within sixty (60) days of receiving the report, an alternative policy, procedure, 
or system designed to achieve the same objective or purpose. 
15. In the event the Company and the Monitor are unable to agree on an acceptable 
alternative proposal, the Company shall promptly consult with the Commission staff. Any 
disputes between the Company and the Monitor with respect to the recommendations shall be 
decided by the Commission staff in its sole discretion. The Commission staff shall consider the 
Monitor’s recommendation and the Company’s reasons for not adopting the recommendation in 
determining whether the Company has fully complied with its obligations. Pending such 
determination, the Company shall not be required to implement any contested 
recommendation(s). 
16. With respect to any recommendation that the Monitor determines cannot 
reasonably be implemented within one hundred and fifty (150) days after receiving the report, 
the Monitor may extend the time period for implementation with prior written approval of the 
Commission staff. 
Second Review 
17. Within one hundred twenty (120) days after the issuance of the First Review 
Report, the Monitor shall submit a written Work Plan for the Second Review to the Company 
and Commission staff. The Company and Commission staff shall provide any comments 

8 
concerning the Work Plan within thirty (30) days in writing to the Monitor. Any disputes 
between the Company and the Monitor with respect to the written Work Plan shall be decided by 
the Commission staff in its sole discretion. Following comments by the Company and 
Commission staff, the Monitor will have fifteen (15) days to submit a Final Second Review 
Work Plan. 
18. The Second Review shall commence no later than one hundred eighty (180) days 
after the issuance of the First Review Report (unless otherwise agreed by the Company, the 
Monitor, and the Commission staff). The Monitor shall issue a written Second Review Report 
within one hundred forty-five (145) days of commencing the Second Review. The Second 
Review Report shall set forth the Monitor’s assessment of, and any additional recommendations 
regarding, the Company’s internal accounting controls and FCPA corporate compliance program 
as they relate to the Company’s compliance with the FCPA and other applicable anti-corruption 
laws; the Monitor’s assessment of the implementation by the Company of any recommendations 
made in the First Review Report; and the Monitor’s assessment of the commitment of the 
Company’s Board of Directors and senior management to compliance with anti-corruption laws. 
19. Within one hundred twenty (120) days after receiving the Monitor’s Second 
Review Report, the Company shall adopt and implement all recommendations in the report, 
provided, however, that as to any recommendation that the Company considers unduly 
burdensome, impractical, costly, or inconsistent with applicable law or regulation, the Company 
need not adopt that recommendation at that time, but may submit in writing to the Monitor and 
the Commission staff within thirty (30) days of receiving the report, an alternative policy, 
procedure, or system designed to achieve the same objective or purpose. 

9 
20. In the event the Company and the Monitor are unable to agree on an acceptable 
alternative proposal within thirty (30) days, the Company shall promptly consult with the 
Commission staff. Any disputes between the Company and the Monitor with respect to the 
recommendations shall be decided by the Commission staff in its sole discretion. The 
Commission staff shall consider the Monitor’s recommendation and the Company’s reasons for 
not adopting the recommendation in determining whether the Company has fully complied with 
its obligations. Pending such determination, the Company shall not be required to implement any 
contested recommendation(s). 
Third Review 
21. The Monitor shall commence a Third Review no later than one hundred fifty 
(150) days after the issuance of the Second Review Report (unless otherwise agreed by the 
Company, the Monitor, and the Commission staff). The monitor shall issue a written Third 
Review Report within one hundred forty-five (145) days of commencing the Third Review, 
setting forth the Monitor’s assessment and, if necessary, making recommendations in the same 
fashion as with the prior reviews.  
22. Within one hundred twenty (120) days after receiving the Monitor’s Third 
Review Report, the Company shall adopt and implement all recommendations in the report, 
provided, however, that as to any recommendation that the Company considers unduly 
burdensome, impractical, costly, or inconsistent with applicable law or regulation, the Company 
need not adopt that recommendation at that time, but may submit in writing to the Monitor and 
the Commission staff within thirty (30) days of receiving the report, an alternative policy, 
procedure, or system designed to achieve the same objective or purpose. 

10 
23. In the event the Company and the Monitor are unable to agree on an acceptable 
alternative proposal within thirty (30) days, the Company shall promptly consult with the 
Commission staff. Any disputes between the Company and the Monitor with respect to the 
recommendations shall be decided by the Commission staff in its sole discretion. The 
Commission staff shall consider the Monitor’s recommendation and the Company’s reasons for 
not adopting the recommendation in determining whether the Company has fully complied with 
its obligations. Pending such determination, the Company shall not be required to implement any 
contested recommendation(s). 
Certification 
 
24.  No later than sixty (60) days after implementation of the recommendations in the 
Monitor’s Third Review Report, the Monitor shall certify whether the Company’s compliance 
program, including its policies and procedures, is reasonably designed and implemented to 
prevent and detect violations of the FCPA and is functioning effectively. Such certification shall 
be supported by a written Final Certification Report that certifies the Company’s compliance 
with its obligations under the Order, and which shall set forth an assessment of the sustainability 
of the Company’s remediation efforts and may also recommend areas for further follow-up by 
the Company.  
25. The monitor shall orally notify the Commission staff at least fourteen (14) days 
prior to the issuance of the Final Certification Report whether he or she expects to be able to 
certify as provided herein. In the event the Monitor is unable to certify within the three-year term 
of the monitor period, the following extension provisions shall be in effect. 

11 
Extension of Monitor Period 
26. If, as informed by the Monitor’s inability to certify that the Company’s 
compliance program, including its policies and procedures, is reasonably designed and 
implemented to prevent and detect violations of the FCPA and is functioning effectively, the 
Commission staff concludes that the Company has not successfully satisfied its obligations under 
the Monitorship, the Monitor Period shall be extended for a reasonable time. 
27. Under such circumstances, the Monitor shall commence a Fourth Review no later 
than sixty (60) days after the Commission staff concludes that the Company has not successfully 
satisfied its compliance obligations under the Order (unless otherwise agreed by the Company, 
the Monitor, and the Commission staff). The Monitor shall issue a written Fourth Review Report 
within ninety (90) days of commencing the Fourth Review in the same fashion as set forth in 
Paragraph 13 with respect to the First Review and in accordance with the procedures for follow-
up reports set forth in Paragraphs 17 to 21. A determination to terminate the Monitorship shall 
then be made in accordance with Paragraph 24. 
28. If, after completing the Fourth Review the Monitor is unable to certify, the 
Monitorship shall be extended, and the Monitor shall commence a Fifth Review (unless 
otherwise agreed by the Company, the Monitor, and the Commission staff). The Monitor shall 
issue a written Fifth Review Report within ninety (90) days of commencing the Fifth Review in 
the same fashion as set forth in Paragraph 13 with respect to the First Review and in accordance 
with the procedures for follow-up reports set forth in Paragraphs 17 to 21. These reviews shall 
continue until the Monitor is able to certify, or unless as otherwise agreed by the Company and 
Commission staff. 

12 
Discovery of Potential or Actual Misconduct 
29. Throughout the Term of the Monitorship, the Monitor shall disclose to the 
Commission staff any credible evidence that corrupt or otherwise suspicious transactions 
occurred, or payments or things of value were offered, promised, made, or authorized by any 
entity or person within the Company, or any entity or person working directly or indirectly for or 
on behalf of the Company, or that related false books and records may have been maintained by 
or on behalf of the Company or that relevant internal accounting controls were circumvented or 
were not reasonably designed or implemented. The Monitor shall contemporaneously notify the 
Company’s General Counsel, Chief Compliance Officer, or Audit Committee for further action 
unless at the Monitor’s discretion he or she believes disclosure to the Company would be 
inappropriate under the circumstances. The Monitor shall address in his or her reports the 
appropriateness of the Company’s response to all improper activities, whether previously 
disclosed to the Commission staff or not. 
Certification of Completion  
30. No later than sixty (60) days from date of the completion of the undertakings with 
respect to the Monitorship, the Company shall certify, in writing, compliance with the 
undertakings set forth above. The certification shall identify the undertakings, provide written 
evidence of compliance in the form of a narrative, and be supported by exhibits sufficient to 
demonstrate compliance. The Commission staff may make reasonable requests for further 
evidence of compliance, and the Company agrees to provide such evidence. 
Extensions of Time 
 31. Upon request by the Monitor or the Company, the Commission staff may extend 
any procedural time period set forth above for good cause shown. 

13 
Confidentiality of Reports 
32. The reports submitted by the Monitor and the periodic reviews and reports 
submitted by the Company will likely include confidential financial, proprietary, competitive 
business, or commercial information. Public disclosure of the reports could discourage 
cooperation, impede pending or potential government investigations, or undermine the objective of 
the reporting requirement. For these reasons, among others, the reports and the contents thereof are 
intended to remain and shall remain non-public, except (i) pursuant to court order, (ii) as agreed to 
by the parties in writing, (iii) to the extent that the Commission determines in its sole discretion 
that disclosure would be in furtherance of the Commission’s discharge of its duties and 
responsibilities, or (iv) as is otherwise required by law. 
Address for All Written Communications and Reports 
 
 33. All reports or other written communications by the Monitor or the Company 
directed to the Commission staff shall be transmitted to Tracy L. Price, Deputy Chief, FCPA 
Unit, Division of Enforcement, U.S. Securities and Exchange Commission, 100 F Street NE, 
Washington D.C. 20549-5631B.  
 
 
 

UNITED STATES OF AMERICA 

 Before the 

   SECURITIES AND EXCHANGE COMMISSION 

 

 

SECURITIES EXCHANGE ACT OF 1934  

Release No. 101353 / October 16, 2024 

 

ACCOUNTING AND AUDITING ENFORCEMENT  

Release No. 4534 / October 16, 2024 

 

ADMINISTRATIVE PROCEEDING  

File No. 3-22256 

 

 

In the Matter of 

 

RTX CORPORATION 

 
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 RTX Corporation. (“RTX” 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, Respondent admits the Commission’s 
jurisdiction over Respondent and the subject matter of these proceedings, and 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 anti-bribery, books and records, and internal accounting 

controls provisions of the Foreign Corrupt Practices Act of 1977 (the “FCPA”) by RTX 

Corporation, formed after a merger and name change involving Raytheon Company and 

Raytheon Technologies Corp. (collectively “Raytheon”). Raytheon Company was a 

Massachusetts-headquartered company that provided aerospace and defense systems for 

military, and government customers worldwide. From approximately 2011 through 2017, 

Raytheon Company paid bribes of nearly $2 million to Qatari military and other foreign 

officials through sham subcontracts with a supplier to obtain Qatari military defense contracts. 

From the early 2000s into 2020, it paid over $30 million to a Qatari agent who was a relative of 

the Qatari Emir and a member of the Council of the Ruling Family, in connection with 

additional defense contracts, under circumstances that created a significant anticorruption risk, 

leading to inaccurate records, and a wholesale breakdown of the company’s due diligence 

process and internal accounting controls at Raytheon Company and later Raytheon 

Technologies. The agent, who had no prior background in military defense contracting and 

provided very little support for work performed, was allowed to operate in a covert manner, 

and activity reports were ghost-written by a Raytheon employee until 2022. 

 

2. Raytheon lacked adequate internal accounting controls related to its payments to agents and 

suppliers, and their books and records failed to accurately reflect, or contain reasonable detail 

supporting, such payments. Raytheon Company employees and agents utilized the means and 

instrumentalities of U.S. interstate commerce in furtherance of the bribe scheme, including 

bribes paid in U.S. dollars, communications occurring in the U.S. and through U.S. email 

accounts. As a result of this misconduct, Raytheon was unjustly enriched by approximately $37 

million.  

 

RESPONDENT 

 

3. RTX Corporation (“RTX”) is incorporated in Delaware and has its principal offices in 

Arlington, Virginia. RTX is an aerospace and defense company that provides defense 

systems and services for military and government customers worldwide. On April 3, 2020, 

United Technologies Corp. (“UTC”) merged with Raytheon Company. Raytheon Company’s 

shares traded on the New York Stock Exchange under the ticker symbol “RTN.” As a result 

of the merger, Raytheon Company became a wholly owned subsidiary of UTC, which 

changed its name to Raytheon Technologies Corp. In July 2023, Raytheon Technologies 

Corp. changed its name to RTX Corporation. RTX Corporation employs approximately 

180,000 people in more than 50 countries and offers services and products in approximately 

                                                 
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 

180 countries worldwide. RTX Corporation reported revenue of $68.9 billion and net income 

of $3.19 billion for the period ending on December 31, 2023. RTX has a class of securities 

registered under Section 12(b) of the Exchange Act, and its shares trade on the New York 

Stock Exchange under the ticker symbol “RTX.” 

 

OTHER RELEVANT ENTITIES AND INDIVIDUALS 

 

4. Joint Venture (“JV”) was a joint venture formed in 2000 between Raytheon Company and a 

French company, each owning 50% of the joint venture. The JV was controlled by and reported 

into Raytheon. The JV was based in Fullerton, California and subcontracted with a Qatari 

supplier to perform sham defense studies to funnel illicit payments to foreign officials to win 

contracts with the Qatari Emiri Air Force (“QEAF”). In 2016, the JV was restructured and 

became a wholly owned subsidiary of Raytheon.  

 

5. GCC HAT The “GCC” is Cooperation Council for the Arab States of the Gulf and is 

comprised of the following six member states: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, 

and the United Arab Emirates. In 1998, the GCC contracted with a company later acquired by 

Raytheon for an air defense system called Hizam Al-Taawun, also known as “HAT.” The 

contracts at issue are referred to as the “GCC HAT” contracts.  

 

6. Supplier A is a Doha, Qatar, based company that was established in May 2012. Between 2012 

and 2017, Raytheon employees and Supplier A devised a scheme to funnel bribe payments to 

Qatari military officials by entering into two sham supplier contracts for defense studies. A 

Qatari royal family member and two QEAF military officials had an interest in Supplier A, and 

the military officials and a director of Supplier A (“Supplier A Executive”) managed the 

company. Supplier A has two wholly owned subsidiaries. 

 

7. Qatari Royal Family Member is the majority owner of Supplier A and an immediate family 

member of the current Emir of Qatar. 

 

8. Qatari Military Official A was a high-level general with the QEAF, close associate of Qatari 

Royal Family Member, and the Qatar GCC HAT chairman and program director of 

procurement. During the relevant period, Qatari Military Official A held dual roles as both a 

principal and board member of Supplier A and a member of the Qatari military.  

 

9. Qatari Military Official B was shareholder and board member of Supplier A, and an officer in 

the QEAF for GCC HAT. Qatari Military Official B served as the Qatari Royal Family 

Member’s representative in both government and commercial matters.  

 

10. Qatari Agent Company is a limited liability company registered in Doha, Qatar. Qatari Agent 

Company served as an international representative for Raytheon in connection with sales of 

systems and equipment to the Qatari military. Qatari Agent Company was owned and 

controlled by Qatari Agent, a Royal Family member. 

 



4 

11. Qatari Agent is the chairman and majority owner of Qatari Agent Company. Qatari Agent is a 

cousin of the Qatari Emir, at times advised the Emir on financial matters, and was a member of 

the Qatari Council of the Ruling Family. Formerly, Qatari Agent was the chairman of a major 

bank in Qatar. 

 

FACTS 

Background 

 

12. In the early 2000s, Qatar started dramatically increasing its military capabilities, especially 

after the 2013 transfer of the monarchy to Emir Tamim bin Hamad Al Thani. Given Qatar’s 

large defense budget and desire for modern defense products, Raytheon, along with other 

defense manufacturers, actively pursued defense contracts with the Qatar Armed Forces. 

 

13. Raytheon increased its business in Qatar primarily through two business lines: the Integrated 

Defense Systems (IDS) business in Tewksbury, Massachusetts, and the JV business in 

Fullerton, California. As part of their efforts, Raytheon employees, suppliers, and third-party 

agents engaged in various bribe schemes to obtain lucrative contracts to sell defense systems 

and capabilities to the Qatari military.  

 

14. Despite numerous known red flags of corruption in its operations and a lack of sufficient 

controls that were known since the early 2000s, Raytheon failed to take prompt corrective 

action. As a result, managers and employees were unchecked as they made or agreed to make 

improper payments through a variety of schemes to funnel bribes to foreign officials through 

third-party suppliers, including using sham supplier contracts, and falsifying and destroying 

documents to obtain or retain business. Additionally, they paid millions in unsupported and 

poorly documented payments to a wholly unqualified third-party agent, in connection with 

the award of defense contracts. 

 

Sham Supplier Subcontracts 

 

15. From 2012 to 2017, Raytheon entered into two sham supplier agreements with Supplier A to 

funnel nearly $2 million in bribes to a Qatari Royal Family Member and two QEAF officials 

to assist Raytheon in winning four contracts with a value of at least $90 million. Supplier A 

executive, along with several Raytheon managers and employees, carried out the scheme. 

Raytheon was unsuccessful in its attempts to obtain one additional contract due to the Qatari 

military’s restructuring of its defense program and the retirement of one of the bribed Qatari 

military officials. 

 

Bribes to Obtain GCC HAT Contract Additions 20-22 

 

16. Starting in at least 2011, Raytheon employees, including two senior managers in the U.S., 

agreed to funnel payments to supplier companies owned by Qatari Military Officials A and B 

and Qatari Royal Family Member to assist Raytheon in obtaining three contracts referred to 

as the “HAT III” contracts, which were the HAT Additions 20, 21 and 22. The improper 

payments were disguised as payments for what were sham defense studies. 



5 

 

17. Raytheon knew Qatari Military Official A was very influential over GCC HAT contract 

awards and controlled certain payments. They also knew that Qatari Military Officials A and 

B, as well as the Qatari Royal Family Member, were influential in winning military business.  

 

18. For example, Raytheon employees discussed the GCC HAT committee ambivalence in 

moving forward with the Additions 20 and 22 contract awards and stated that Qatari Military 

Official A: 

 

was the main person in the GCC … to bring the chiefs of staff approvals to HAT addition 

20. He is the one who made all the briefings and behind the scenes lobbying from the 

director ops levels to the J3s level to the COSs level. 

 

Regarding HAT 22, Raytheon employees stated that Qatari Military Official A: 

 

is putting utmost effort to secure addition 22 …Yesterday he re-convinced the AOC 

commander and the QEAF director of operation with the benefits of Addition 22 will 

bring to the QEAF. There is big support to go forward with 22 in the coming week. 

 

19. In another example, in 2014, Raytheon employees, including business development 

managers, when discussing influence maps for Saudia Arabia, United Arab Emirates and 

Qatar, noted that Qatari Military Official A “should be on the Qatar chart; … [Qatari Military 

Official A] has brought hundreds of millions of dollars of contracts Raytheon’s way, and my 

understanding is he is now head of procurement for the QEAF.”  

 

20. Likewise, in 2014, Raytheon managers, who were assessing the value of Supplier A for 

future contracts, asked what Supplier A “brings to the table.” The first bullet point in the 

response was “royal connection.”  

 

21. To carry out the bribery schemes, Qatari Military Official A told Raytheon to use a Qatari 

supplier in which the official had ownership for the studies subcontract. Raytheon employees 

and Qatari Military Official A prepared and submitted a preliminary version of the sham 

studies subcontract for Raytheon approval. However, they determined the sham supplier was 

so obviously unqualified for the job that it wouldn’t pass scrutiny during the initial due 

diligence screening. Shortly afterward, another supplier, Supplier A, was formed and 

registered as a Qatari company to serve as the supplier for the sham defense studies. Qatari 

Military Official A put a Supplier A executive in position to interface with Raytheon 

employees to carry out the bribery schemes. Raytheon employees were aware that both 

Qatari Military Officials A and B were principals and board members of Supplier A, and 

Qatari Royal Family Member was the majority owner. 

 

22. Raytheon employees and Qatari Military Official A negotiated an amendment to Addition 22 

to include a provision to fund the sham defense studies. Raytheon employees previously had 

attempted to engage Supplier A as its Qatari country representative. However, country 

representative agreements were subject to more extensive due diligence, so they 



6 

recharacterized the agreement as a supplier engagement. Supplier A was a newly formed 

company with little to no commercial experience and no technical expertise. To get Supplier 

A approved as a supplier, Raytheon employees directed Supplier A to insert false and 

misleading information about Supplier A’s work history, employees, financials, and defense 

expertise in the Raytheon diligence paperwork. Despite red flags raised by switching 

Supplier A from a country representative agreement to a supplier agreement, and the recent 

formation of Supplier A, Supplier A was approved as its supplier for the defense studies.  

 

23. In 2013 and 2014, Raytheon employees met with Qatari Military Officials A and B as part of 

a QEAF delegation related to GCC HAT meetings in Fullerton, California. During that same 

period, the company’s due diligence process revealed that one of the Supplier A company 

shareholders was Qatari Military Official B. However, no action was taken to resolve the 

issue, and Raytheon continued to work with Supplier A. 

 

24. Raytheon employees communicated with Qatari Military Officials A and B using their U.S. 

based personal computers and mobile devices, personal email, and other off-channel 

communications in violation of Raytheon’s policies.  

 

25. In February 2014, Raytheon awarded Supplier A the first of the two subcontracts for the 

defense studies. According to the subcontract, Supplier A was to draft defense studies in 

Arabic and deliver them to the GCC HAT director for Qatar, who was Qatari Military 

Official A.  

 

26. At the direction of Qatari Military Official A, Raytheon employees and managers agreed to 

draft the defense studies called for under the subcontract. A Raytheon technical director 

drafted three defense studies in Arabic and passed them off as studies conducted by Supplier 

A, using his Raytheon computer in the U.S. Numerous red flags of the bribery were present, 

including the fact that the studies were substantially similar to studies outlined and drafted by 

the employee a year before Raytheon entered into the sham contract with Supplier A. The 

technical director and a Raytheon program manager also falsely certified that Subcontractor 

A had completed milestones in accordance with the terms of the subcontract to justify 

payments to Supplier A, including providing study outlines and drafts to Raytheon for 

review. Despite paying nearly $975,000 for the studies, Raytheon did not retain a copy of the 

studies. In fact, Raytheon employees did not review the studies because they were written in 

Arabic, and only the employee who drafted the studies was fluent. Between May and 

September 2014, Raytheon falsely recorded the payments to Supplier A for the sham defense 

studies as legitimate subcontractor services.  

 

Bribes Related to Addition 23 

 

27. Raytheon also used sham defense studies to funnel bribes to obtain Addition 23. Qatari 

Military Official A informed Raytheon that the award of Addition 23 was contingent on 

Raytheon giving Supplier A’s subsidiary a subcontract for what would be sham defense 

studies. To conceal his involvement with Supplier A and its subsidiary, Qatari Military 

Official A instructed Supplier A executive to create an alias email account for 



7 

communicating with Raytheon employees about the bribe scheme. Raytheon employees, 

including senior managers, were aware that Qatari Military Official A was using an alias 

email account to communicate with them. In March 2013, at the instruction of Qatari 

Military Official A, Raytheon added the studies provision to Addition 23, which would be 

drafted by the same employee as the other sham studies. 

 

28. Despite Raytheon’s due diligence revealing that Supplier A’s subsidiary was not fully 

operational, in March 2016, Raytheon awarded Supplier A’s subsidiary a subcontract for the 

defense studies. As before, a Raytheon employee wrote the studies, Raytheon did not retain a 

copy, and no other employees reviewed the studies. Between January and November 2017, 

Raytheon paid Supplier A’s subsidiary $950,000 for the sham defense studies and falsely 

recorded them as legitimate sub-contractor services. 

 

Bribe Scheme Related to the Falcon Project 

 

29. Raytheon employees knew that Qatari Military Official A was an advisor to the Falcon 

project and attempted to use his influence to win the award by funneling money through 

Supplier A’s subsidiary. Rather than again using sham defense studies, they attempted to 

enter into a partnering agreement with Supplier A’s subsidiary. Raytheon employees 

described partnering with Supplier A’s subsidiary on the Falcon project as “key to an award” 

and bringing a “royal connection” to the table for Raytheon’s pursuit of the project. In 2016, 

Raytheon approved the partnering agreement, and the employees immediately informed 

Qatari Military Officials A and B. However, in early 2017, the Qatari military terminated the 

project for budget reasons. Raytheon’s controls failed to detect or prevent the attempted 

bribery scheme. 

 

Qatari Third-Party Agent 

Background 

 

30. Raytheon had long sought to win military defense contracts in Qatar. However, the process 

was challenging, given the Qatari military procurement process was opaque. When Raytheon 

retained Qatari Agent as its representative in Qatar, his royal ties and lack of military defense 

contracting experience were known. Despite due diligence that revealed red flags of 

heightened corruption risks, Qatari Agent was engaged on a success fee basis through his 

Company. Over time, Raytheon personnel learned of additional red flags associated with 

Qatari Agent that Raytheon failed to address. As one compliance employee stated regarding 

Qatari Agent, “We have always had some ‘red flags’ that we basically accepted to live with.” 

 

31. The success-fee arrangement provided for vague services, and Qatari Agent’s primary 

obligation was to exercise “best efforts” to help Raytheon establish relationships and good 

will with the Qatari military. Qatari Agent was not willing or able to assist Raytheon 

personnel with the few substantive tasks that were itemized in the agreements. Neither the 

agreements nor Raytheon’s policies required Qatari Agent to submit invoices in order to get 

paid; rather, the award of a contract to Raytheon and the receipt of payments from Qatar 

triggered Raytheon’s payment of commissions to Qatari Agent. Until at least 2019, Raytheon 



8 

did not require the Qatari Agent to report its activities on behalf of Raytheon as a condition 

for payment, and thus Raytheon did not know what Qatari Agent did as its representative in 

Qatar to help Raytheon win billions in military contracts, or what he did with the millions 

paid to him. While numerous Raytheon employees raised concerns regarding red flags of 

high corruption risk, they were overruled by management, who allowed the contracts with 

Qatari Agent to be extended.  

 

32. Raytheon employees believed that the Qatari Agent was able to represent Raytheon only as a 

result of an exception granted by the Emir to a prohibition on companies using sales 

representatives to assist them in military procurements. No efforts were made by Raytheon to 

determine whether Qatari Agent engaged in corruption to obtain the exception. Raytheon 

also simply referred to Qatari Agent in some agreements as a “service provider” instead of 

representative, but the substance of the relationship did not change. 

 

Raytheon Paid Qatari Agent Millions to Win Military Contracts 

 

33. Between February 2007 and April 2020, Raytheon paid over $30 million to Qatari Agent as 

part of its efforts to sell its Patriot Missile system and other military defense systems to the 

Qatari military. Working with Qatari Agent, Raytheon was awarded billions in defense 

contracts. Qatari Agent was a relative of the Qatari Emir and for some period a member of 

the Council of the Ruling Family, and he had no prior background in military defense 

contracting. Time and time again, managers and employees raised concerns over red flags of 

corruption regarding the agent. Yet, the relationship with the agent, who provided very little 

support for work performed, continued unchecked.  

 

34. Due diligence on the agent was insufficient, and indicia of corruption were ignored. For 

years, the company relied on a poorly drafted two-page opinion that Qatari Agent was not a 

government official, despite the agent being a royal family member and a member of the 

Council of the Ruling Family, who at times advised the Emir on finances before he became 

Emir. Contracts with the agent were entered into and extended several times despite known 

significant corruption risk. 

 

35. Raytheon’s written policies and procedures regarding agents were overlooked and, at times, 

circumvented, to allow Qatari Agent to work on the company’s behalf. For example, when 

the company finally required that Qatari Agent provide documentation of work performed, a 

company employee, with the knowledge of others, ghost-wrote the agent’s reports. 

 

36. Despite the lack of or inadequate documentation of services performed by Qatari Agent, and 

numerous employees expressing concern about continuing to work with the agent due to the 

corruption risks, Raytheon paid over $30 million to Qatari Agent. Payments continued to 

Qatari Agent even after the Commission staff raised questions about the company’s business 

practices and corruption in Qatar. In an effort to exit the relationship quickly, Raytheon paid 

the agent a record $17 million in March and April 2020. Despite the staff’s investigation, 

Raytheon did not disclose to Commission staff the known corruption concerns and amounts 

paid to the Qatari Agent. They were not revealed until new management became aware 



9 

following the merger that created RTX and they determined to cooperate fully with the staff’s 

investigation. 

 

Raytheon Failed to Obtain Proof of Services Provided 

 

37. From 2012 until 2022, the Raytheon Country Manager for Qatar (“Country Manager”) was 

considered Qatari Agent’s handler, controlling all access to Qatari Agent by other Raytheon 

employees. When Raytheon employees asked to speak with Qatari Agent, they were often told 

that Qatari Agent was too important or busy to speak with them or provide the requested 

service or information. In addition, Country Manager helped postpone deadlines for Qatari 

Agent submissions that were required by Raytheon’s compliance and due diligence program, to 

the point that the periodic refreshes of Qatari Agent’s due diligence were chronically late, and 

the company’s information about Qatari Agent was frequently out of date by a year or more. 

Raytheon personnel understood that Raytheon’s senior leadership supported Country Manager, 

rendering him untouchable. 

 

38. Raytheon personnel could not confirm what work Qatari Agent had done to help Raytheon win 

the contracts, and Raytheon failed to require Qatari Agent to report its activities. While 

Raytheon managers and employees were aware that Qatari Agent was interacting with Qatari 

officials on their behalf in connection with obtaining and retaining military contracts, they did 

not know the names or titles of the government officials Qatari Agent contacted on Raytheon’s 

behalf. Likewise, they did not know what transpired during those communications and 

meetings.  

 

39. Qatari Agent was seemingly allowed to pick and choose what they were paid for and what 

services they were credited with performing. One example occurred when the manager of a 

project in Qatar asked Country Manager if Qatari Agent could help Raytheon obtain certain 

permits needed for the project. Country Manager told the project manager that it was beneath 

Qatari Agent to assist with permits and refused to contact him. When the permits were 

issued, however, Country Manager sent an email in which he extolled the efforts of Qatari 

Agent in assisting Raytheon obtain the permits. 

 

40. Country Manager provided Qatari Agent with internal documents and non-public information 

to assist him with appearing to provide services and claim additional commissions from the 

company. The internal documents included talking points for Qatari Agent to use with 

Raytheon executives, draft messages from Raytheon senior managers to Qatari Agent to 

allow Qatari Agent to prepare a response, and even draft minutes of a meeting between 

Raytheon and Qatari Agent regarding a dispute over commissions. Country Manager’s 

sharing of information to help Qatari Agent create the appearance of providing services was 

known to others within Raytheon, yet they took no steps to stop the practice. 

 

41. In addition, it was known that Country Manager ghost-wrote communications on behalf of 

Qatari Agent to send to Raytheon managers and executives. These included emails and 

WhatsApp messages about the progress of Raytheon pursuits and the burden on Qatari Agent 

of completing Raytheon due diligence forms. Moreover, beginning in 2019, when Raytheon 



10 

instituted a requirement that representatives submit quarterly activity reports, Country 

Manager wrote all Qatari Agent’s activity reports. The reports were vague and lacked 

specific information about work performed. Raytheon managers and an attorney knew 

Country Manager authored the activity reports without authorization. The reports were a 

requirement for Qatari Agent to be paid. Despite knowledge the reports were ghost-written, 

Raytheon paid Qatari Agent and continued the relationship. 

 

42. When Raytheon personnel attempted to obtain an adequate level of detail from Qatari Agent 

in the activity reports, Country Manager wrote a letter of complaint for Qatari Agent 

Company to send to a Raytheon executive. The executive then tasked Country Manager with 

drafting a response for him to send to Qatari Agent. A Raytheon attorney who was aware of 

the situation emailed, “Priceless since [Country Manager] probably wrote the letter from 

[Qatari Agent Company].” Thus, any attempt to gather information about what Qatari Agent 

was doing through the activity reports was a meaningless, check-the-box exercise that neither 

enhanced compliance efforts nor mitigated corruption risks. 

 

Raytheon Made Unsupported Payments to Qatari Agent 

43. The contracts that Raytheon sought in Qatar were high-value pursuits worth billions of 

dollars which increased the risks of the relationship with Qatari Agent. Raytheon senior 

executives focused only on the potential for unusually high revenue from military sales in 

Qatar, to the exclusion of meaningful compliance or internal accounting controls over 

payments to the Qatari Agent. They believed that keeping Qatari Agent happy was essential 

to obtaining that revenue, which resulted in special treatment of Qatari Agent. The tone at the 

top of Raytheon and the relevant business unit stressed keeping Qatari Agent on board at all 

costs, without regard to the numerous red flags of corruption and compliance concerns. 

 

44. Over the course of its relationship with Qatari Agent, Raytheon credited it with assisting the 

company to obtain eight contracts valued at approximately $5.89 billion. From 2015 to 2020, 

Raytheon obtained five of the contracts, worth approximately $3.2 billion. Senior managers 

and executives believed that the relationship with Qatari Agent enabled the company to win 

the contracts. One stated that Qatari Agent “has access to both the Minister of Defense and 

the Emir. . . . I have witnessed it firsthand. It is what got the Patriot, [Ground Based 

Integrated Air and Missile Defense] and EWR going.” 

 

45. The few executives who met with the Qatari Agent merely exchanged courtesies and 

discussed Raytheon business at a high level. They did not know what, if any, legitimate 

services Qatari Agent was providing in exchange for the millions being paid to him.  

 

46. In one instance, the dependence of Raytheon executives on Qatari Agent led to Raytheon 

paying Qatari Agent commissions for contracts on which they ostensibly had not worked and 

which were not covered by any Qatari Agent agreement or appendix. Beginning in 2013, 

Qatari Agent demanded commission for Additions 22 and 23, which JV had won, even 

though the JV team reported that they had received no assistance from Qatari Agent. In fact, 

the JV team had utilized the sham defense studies corruption scheme to win those contracts. 



11 

However, because Raytheon managers believed they needed Qatari Agent’s help to win the 

large Patriot contract, they acquiesced to Qatari Agent’s demand that he be paid a 

commission, since he was their country agent. In 2014 and 2017, Raytheon paid Qatari Agent 

commissions for GCC HAT Additions 22 and 23, even though Qatari Agent had provided no 

assistance for either addition. 

 

47. Raytheon’s policies required periodic evaluations of Qatari Agent’s performance as a 

representative; however, the main factor used was whether Raytheon won business in Qatar. 

For example, one manager admitted in the evaluation form that he was not privy to and did 

not attend meetings and he had no knowledge of what Qatari Agent did to win the contracts. 

As a result, Raytheon’s evaluation forms were simply a check-the-box requirement. 

 

48. Raytheon’s financial policies and procedures included caps on commissions to third parties, 

which the company raised or manipulated for Qatari Agent. Qatari Agent was one of 

Raytheon’s highest-paid representatives world-wide. To ensure that Qatari Agent continued 

to receive their unusually high compensation, Raytheon senior management raised the 

commission caps for Qatari Agent. In addition, they manipulated Qatari Agent’s existing 

contract appendices by adding pursuits in ways that allowed them to supersede internal 

policies concerning commission caps. Raytheon took these unusual steps to retain Qatari 

Agent’s support due to belief that Qatari Agent was essential to Raytheon’s success in Qatar.  

 

49. In 2019 and 2020, when Qatari Agent submitted vague and inadequate activity reports, there 

were no meaningful consequences for Qatari Agent. Although one commission payment was 

delayed, Raytheon personnel were told that they were not to withhold commission payments 

or terminate appendices with Qatari Agent because they should not “rock the boat.” Qatari 

Agent was perceived to be essential to assisting Raytheon in obtaining payments for Patriot 

2-Lot and NASAMS. The message was communicated from Raytheon senior executives, 

who emphasized profits over compliance. At Raytheon, winning contracts took priority over 

concerns of the legal and compliance functions. Thus, the company’s gatekeepers were not 

empowered to address compliance issues with Qatari Agent, exposing Raytheon to the risk of 

corruption. 

 

50. As a result of weaknesses in Raytheon’s internal accounting controls surrounding 

intermediaries, Raytheon hired, paid, and increased commission rates for Qatari Agent 

despite elevated risks of bribery and without reasonable assurance that its payments 

compensated legitimate services. Between 2007 and 2020, Raytheon paid Qatari Agent over 

$30 million in commissions, and despite having the right to audit Qatari Agent, it never 

performed one.  

 

51. Raytheon personnel signed off on the payments without knowledge or proof of the services 

that Qatari Agent provided. Some approvers stated that they never interacted with Qatari 

Agent, yet they or their subordinates approved the payment of commissions. At least one 

approver expressed the possibility that paying Qatari Agent could raise FCPA concerns. 

Several approvers simply relied on what Country Manager claimed Qatari Agent Company 

did. These signoffs represented the epitome of a paper program. Employees were required to 



12 

check boxes, but they conducted no meaningful review of the services provided that 

supported the proposed payment. 

 

52. The lack of effective compliance or internal accounting controls created an enhanced risk 

that the huge commission payments to Qatari Agent Company could be used to fund 

improper payments to foreign officials who were instrumental in awarding the military 

defense contracts. Raytheon also maintained inadequate books, records, and accounts 

concerning its payments to Qatari Agent Company, as they were unsupported by adequate 

documentation of legitimate services, and the company maintained inaccurate documents 

relating to Qatari Agent Company in its books and records. These failures occurred against a 

backdrop of senior management indifference to the heightened corruption risk in connection 

with Raytheon’s business in Qatar.  

 

LEGAL STANDARDS AND VIOLATIONS 

 

53. Under Section 21C(a) 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. 

 

Raytheon Violated Exchange Act Section 30A 

 

54. The anti-bribery provisions of the FCPA, Section 30A of the Exchange Act, make it unlawful 

for any issuer with 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, or any officer, director, 

employee, or agent acting on its behalf, to make use of the mails or any means or 

instrumentality of interstate commerce corruptly in furtherance of the provision of or offer to 

provide anything of value, directly or indirectly, to foreign officials for the purpose of 

influencing their official decision-making, in order to assist in obtaining or retaining 

business. 15 U.S.C. § 78dd-1(a).  

 

55. Raytheon Company engaged in the sham supplier scheme to make improper payments to 

foreign officials to obtain and retain Qatari military defense contracts. As a result of the 

conduct described above, Raytheon violated Exchange Act Section 30A. 

 

Raytheon Violated Exchange Act Section 13(b)(2)(A) 

 

56. The books and records provision 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 the transactions and dispositions of the assets of the issuer. 15 U.S.C. § 

78m(b)(2)(A).  

 



13 

57. As a result of the conduct described above, Raytheon’s books and records inaccurately 

characterized payments to supplier subcontractors in Qatar that included portions intended 

for bribes as legitimate business expenses, and it lacked sufficient detail and support to 

record payments to the supplier subcontractors, and to the third-party agent, as legitimate 

commissions, and business expenses. Therefore, Raytheon violated Exchange Act Section 

13(b)(2)(A). 

 

Raytheon Violated Exchange Act Section 13(b)(2)(B) 

 

58. Section 13(b)(2)(B) of the Exchange Act requires companies with a class of securities 

registered under Section 12 of the Exchange Act or which are required to file reports under 

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).  

 

59. As described above, Raytheon failed to implement a system of internal accounting controls 

sufficient to provide reasonable assurances that access to assets was permitted, and 

transactions were executed, only in accordance with management’s general or specific 

authorization. Specifically, Raytheon had insufficient internal accounting controls over 

vendor management and accounts payable to provide reasonable assurances that Raytheon 

was adhering to Raytheon’s anti-corruption policy and procedures before paying suppliers 

and agents, lacked sufficient internal accounting controls over the payments, and failed to 

address repeated financial controls deficiencies surrounding intermediaries. By this conduct, 

Raytheon violated Exchange Act Section 13(b)(2)(B).  

 

DISGORGEMENT 

 

60. The disgorgement and prejudgment interest ordered in section IV is consistent with equitable 

principles and does not exceed Respondent’s net profits from its violations, and allowing 

Respondent to retain such funds 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 shall 

be transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the 

Exchange Act.  

 

COOPERATION AND REMEDIATION 

 

61. After a period of uncooperativeness and following the merger, Raytheon provided significant 

cooperation under new management, who also hired new outside counsel. New management 



14 

undertook an internal investigation of the Qatari Agent conduct and reexamined prior work 

done related to Supplier A. From this point, the company timely produced key documents, 

provided facts developed in its internal investigation, translated key documents, and made 

numerous employees, including former employees and employees located abroad, available 

to speak to Commission staff.  

  

62. New management also took steps to remediate, including terminating employees involved in 

the misconduct, some of which were still working with the company despite their known 

roles in the misconduct. Its remediation included revamping its anti-corruption policies, 

enhancing internal accounting controls over the retention, payment, and oversight of third 

parties, improving its anticorruption risk assessments, and expanding its compliance staff. 

These remedial actions were taken following the merger, and elements of the new program 

are untested, while continued efforts are underway to make additional enhancements. 

 

UNDERTAKINGS 

 

63. Respondent undertakes to engage an Independent Compliance Monitor pursuant to the 

provisions set forth in Attachment A of the Order. 

 

64. For the period of engagement and for a period of two years from completion of the 

engagement, Respondent shall not (i) retain the independent monitor for any other professional 

services outside of the services described in this Order; (ii) enter into any other professional 

relationship with the independent monitor, including any employment, consultant, attorney-

client, auditing or other professional relationship; or (iii) enter, without prior written consent of 

the Commission staff, into any such professional relationship with any of the independent 

monitor’s present or former affiliates, employers, directors, officers, employees, or agents 

acting in their capacity as such.  

 

65. The reports by the independent monitor will likely include confidential financial, proprietary, 

competitive business or commercial information. Public disclosure of the reports could 

discourage cooperation, impede pending or potential government investigations, or undermine 

the objectives of the reporting requirement. For these reasons, among others, the reports and 

the contents thereof are intended to remain and shall remain non-public, except (1) pursuant to 

court order, (2) as agreed to by the parties in writing, (3) to the extent that the Commission 

determines in its sole discretion that disclosure would be in furtherance of the Commission’s 

discharge of its duties and responsibilities, or (4) is otherwise required by law. 

 

66. Respondent undertakes to: Certify, in writing, compliance with the undertaking(s) set forth 

above. The certification shall identify the undertaking(s), provide written evidence of 

compliance in the form of a narrative, and be supported by exhibits sufficient to demonstrate 

compliance. The Commission staff may make reasonable requests for further evidence of 

compliance, and Respondent agrees to provide such evidence. The certification and supporting 

material shall be submitted to Tracy L. Price, Deputy Chief, FCPA Unit, Division of 

Enforcement, U.S. Securities and Exchange Commission, 100 F Street, N.E., Washington, 



15 

D.C. 20549-5631B, with a copy to the Office of Chief Counsel of the Enforcement Division, 

no later than sixty (60) days from the date of the completion of the undertakings.   

 

67. Respondent undertakes to do the following: In connection with this action and any related 

judicial or administrative proceeding or investigation commenced by the Commission or to 

which the Commission is a party, Respondent (i) agrees to appear and be interviewed by 

Commission staff at such times and places as the staff requests upon reasonable notice; (ii) will 

accept service by mail or facsimile transmission of notices or subpoenas issued by the 

Commission for documents or testimony at depositions, hearings, or trials, or in connection 

with any related investigation by Commission staff; (iii) appoints Respondent's undersigned 

attorney as agent to receive service of such notices and subpoenas; (iv) with respect to such 

notices and subpoenas, waives the territorial limits on service contained in Rule 45 of the 

Federal Rules of Civil Procedure and any applicable local rules, provided that the party 

requesting the testimony reimburses Respondent's travel, lodging, and subsistence expenses at 

the then-prevailing U.S. Government per diem rates; and (v) consents to personal jurisdiction 

over Respondent in any United States District Court for purposes of enforcing any such 

subpoena. In determining whether to accept the Offer, the Commission has considered the 

undertakings set forth in this paragraph. 

 

CRIMINAL DEFERRED PROSECUTION AGREEMENT 

 

68. Raytheon Company, currently a subsidiary of RTX, will enter into a three-year deferred 

prosecution agreement with the U.S. Department of Justice Criminal Division, Fraud Section, 

and the U.S. Attorney’s Office for the Eastern District of New York, in which it 

acknowledges responsibility for criminal conduct relating to certain findings in the Order. 

Specifically, Raytheon Company acknowledges responsibility for two violations of 18 U.S.C. 

§ 371, conspiracy to violate the FCPA, 15 U.S.C. § 78dd-1, and conspiracy to violate the 

Arms Export Control Act, 22 U.S.C. § 2778. 2 Raytheon Company has agreed to pay a 

criminal fine of $230,400,000 and forfeiture of $36,696,068 in connection with the deferred 

prosecution agreement.  

 

 

 

  

                                                 
2  In total, Raytheon Company will enter into two, three-year deferred-prosecution agreements (“DPAs”) with the U.S. 

Department of Justice (“DOJ”). The first agreement is between Raytheon Company and the DOJ Criminal Fraud Section, 

National Security Division, and the U.S. Attorney’s office for the Eastern District of New York that acknowledges responsibility 

for one count of conspiracy to violate the FCPA, and one count of conspiracy to violate the Arms and Export Controls Act. The 

agreement includes a total criminal penalty of $289,000,918 of which $267,096,068 that relates to the FCPA penalty and 

forfeiture. The second DPA is with the DOJ’s Market Integrity and Major Frauds unit, and the U.S. Attorney’s Offices for 

Massachusetts that acknowledges responsibility for two counts of Major Fraud Against the U.S. in connection with fraud related 

to two Raytheon Company contracts. Raytheon Company will make an additional payment of $257,990,981 that relates to the 

criminal penalty and restitution as part of this second criminal resolution. Both resolutions require that Raytheon Company retain 

a three-year independent compliance monitor. 

 



16 

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 cease and desist from 

committing or causing any violations and any future violations of Sections 30A, 13(b)(2)(A), and 

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

 

 B. Respondent shall comply with Undertakings as enumerated in paragraphs 63 to 66 

above.   

 

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

disgorgement of $37,400,090, and prejudgment interest of $11,786,208, and a civil monetary 

penalty in the amount of $75,000,000, for a total of $124,186,298 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). Respondent shall receive a civil penalty offset of $22,500,000 based on 

its payment to the Department of Justice. If timely payment is not made, additional interest shall 

accrue pursuant to SEC Rule of Practice 600 (in relation to disgorgement and prejudgment 

interest ordered) and 31 U.S.C. § 3717 (in relation to civil penalty ordered). 

 

D.  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  

 

(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 

RTX Corporation 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, 

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


17 

Deputy Chief, FCPA Unit, Division of Enforcement, Securities and Exchange Commission, 100 

F St., NE, Washington, DC 20549-5631B.  

 

 E. 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. 

 

F.  Respondent acknowledges that the Commission is not imposing a civil penalty in 

excess of $75,000,000 based upon its cooperation in a Commission investigation or related 

enforcement action. If at any time following the entry of the Order, the Division of Enforcement 

(“Division”) obtains information indicating that Respondent knowingly provided materially false 

or misleading information or materials to the Commission, or in a related proceeding, the 

Division may, at its sole discretion and with prior notice to the Respondent, petition the 

Commission to reopen this matter and seek an order directing that the Respondent pay an 

additional civil penalty. Respondent may contest by way of defense in any resulting 

administrative proceeding whether it knowingly provided materially false or misleading  

information, but may not: (1) contest the findings in the Order; or (2) assert any defense to 

liability or remedy, including, but not limited to, any statute of limitations defense. 

 

 By the Commission. 

 

 

 

       Vanessa A. Countryman 

       Secretary 

  

  



   

Attachment A 

Independent Compliance Monitor 

Retention of Monitor and Term of Engagement 

 1. RTX Corporation (“RTX” or “Company”) shall engage an independent 

compliance monitor (the “Monitor”) not unacceptable to the staff of the Commission within sixty 

(60) calendar days of the issuance of the Order. The Monitor shall have, at a minimum, the 

following qualifications: (i) demonstrated expertise with respect to the FCPA and other 

applicable anti-corruption laws, including experience counseling on FCPA issues; (ii) experience 

designing or reviewing corporate compliance policies, procedures, and internal accounting 

controls, including FCPA and anti-corruption policies and procedures; (iii) the ability to access 

and deploy resources as necessary to discharge the Monitor’s duties; and (iv) sufficient 

independence from the Company to ensure effective and impartial performance of the Monitor’s 

duties. The Commission staff may extend the Company’s time period to retain the Monitor, in its 

sole discretion. If the Monitor resigns or is otherwise unable to fulfill the obligations herein, the 

Company shall within forty-five (45) days retain a successor Monitor that has the same minimum 

qualifications as the original monitor and that is not unacceptable to the Commission staff.  

 2. The Company shall retain the Monitor for a period of not less than thirty-six (36) 

months, unless the Commission staff finds, in its sole discretion, that there exists a change in 

circumstances sufficient to eliminate the need for the Monitor, in which case the Monitorship 

may be terminated early (the “Term of the Monitorship”). The Term of the Monitorship can be 

extended as set forth in Paragraph 26, below. The Company shall provide the Commission staff 

with a copy of the agreement detailing the scope of the Monitor’s responsibilities within thirty 

(30) days after the Monitor is engaged.  



2 

 3. For the Term of the Monitorship and for a period of two years from completion of 

the engagement, neither the Company nor any of its then current or former affiliates, 

subsidiaries, directors, officers, employees, or agents acting in their capacity as such shall (i) 

retain the Monitor for any other professional services outside of the services described in this 

Order; (ii) enter into any other professional relationship with the Monitor, including any 

employment, consultant, attorney-client, auditing or other professional relationship; or (iii) enter, 

without prior written consent of the Commission staff, into any such professional relationship 

with any of the Monitor’s present or former affiliates, employers, directors, officers, employees, 

or agents acting in their capacity as such.  

Company’s Obligations 

 4. The Company shall cooperate fully with the Monitor and provide the Monitor 

with access to all non-privileged information, documents, books, records, facilities, and 

personnel as reasonably requested by the Monitor; such access shall be provided consistent with 

the Company’s and the Monitor’s obligations under applicable local laws and regulations, 

including but not limited to, applicable data privacy and national security laws and regulations. 

The Company shall use its best efforts, to the extent reasonably requested, to provide the 

Monitor with access to the Company’s former employees, third-party vendors, agents, and 

consultants. The Company does not intend to waive the protection of the attorney work-product 

doctrine, attorney-client privilege, or any other privilege applicable as to third parties. 

 5. The parties agree that no attorney-client relationship shall be formed between the 

Company and the Monitor. In the event that the Company seeks to withhold from the Monitor 

access to information, documents, books, records, facilities, current or former personnel of the 

Company, its third-party vendors, agents, or consultants that may be subject to a claim of 



3 

attorney-client privilege or to the attorney work-product doctrine, or where the Company 

reasonably believes production would otherwise be inconsistent with the applicable law, the 

Company shall work cooperatively with the Monitor to resolve the matter to the satisfaction of 

the Monitor. If, during the Term of the Monitorship, the Monitor believes that the Company is 

unreasonably withholding access on the basis of a claim of attorney-client privilege, attorney 

work-product doctrine, or other asserted applicable law, the Monitor shall notify the Commission 

staff. 

 6. Upon entry of this Order and during the Term of the Monitorship, should the 

Company learn of credible evidence or allegations of corrupt payments, false books, records, or 

accounts, or the failure to implement adequate internal accounting controls, the Company shall 

promptly report such evidence or allegations to the Commission staff. Any disclosure by the 

Company to the Monitor concerning potential corrupt payments, false books and records, or 

internal accounting control issues shall not relieve the Company of any otherwise applicable 

obligation to truthfully disclose such matters to the Commission staff.  

Monitor’s Mandate 

 7. The Monitor shall review and evaluate the effectiveness of the Company’s 

policies, procedures, practices, internal accounting controls, recordkeeping, and financial 

reporting (collectively, “Policies and Procedures”), with a focus on Raytheon Company 

operations as integrated into RTX Corporation, as they relate to the Company’s current and 

ongoing compliance with the anti-bribery, books and records, and internal accounting controls 

provisions of the FCPA and other applicable anti-corruption laws (collectively, “Anti-corruption 

Laws”), and make recommendations reasonably designed to improve the effectiveness of the 

Company’s internal accounting controls and FCPA corporate compliance program (the4 

“Mandate”). This Mandate shall include an assessment of the Board of Directors’ and senior 

management’s commitment to, and effective implementation of, the FCPA corporate compliance 

program. In carrying out the Mandate, to the extent appropriate under the circumstances, the 

Monitor may coordinate with the Company personnel, including in-house counsel, or through 

designated outside counsel, compliance personnel, and internal auditors. To the extent the 

Monitor deems appropriate, it may rely on the Company’s processes, and on sampling and 

testing methodologies. The Monitor is not expected to conduct a comprehensive review of all 

business lines, all business activities, and all markets. Any disputes between the Company and 

the Monitor with respect to the Work Plan shall be decided by the Commission staff in its sole 

discretion. 

 8.  During the term of the Monitorship, the Monitor shall conduct three reviews (First 

Review, Second Review, and Third Review), issue a report following each review (First Review 

Report, Second Review Report, and Third Review Report), and issue a Final Certification 

Report, as described below. The Monitor’s Work Plan for the First Review shall include such 

steps as are reasonably necessary to conduct an effective First Review. It is not intended that the 

Monitor will conduct its own inquiry into historical events. In developing each Work Plan and in 

carrying out the reviews pursuant to such plans, the Monitor is encouraged to coordinate with the 

Company’s personnel, including auditors and compliance personnel. 

First Review and Report 

 9. The Monitor shall commence the First Review no later than one hundred twenty 

(120) calendar days from the date of the engagement of the Monitor (unless otherwise agreed by 

the Company, the Monitor, and the Commission staff). Promptly upon being retained, the 



5 

Monitor shall prepare a written Work Plan, which shall be submitted to the Company and the 

Commission staff for comment no later than sixty (60) days after being retained. 

10. In order to conduct an effective First Review and to understand fully any existing 

deficiencies in the Company’s internal accounting controls and FCPA corporate compliance 

program, the Monitor’s Work Plan shall include such steps as are reasonably necessary to 

understand the Company’s business and its global anti-corruption risks. The steps shall include: 

(a) inspection of relevant documents, including the internal accounting 

controls, recordkeeping, and financial reporting policies and procedures as 

they relate to the Company’s compliance with the books and records, 

internal accounting controls, and anti-bribery provisions of the FCPA and 

other applicable anti-corruption laws; 

(b) onsite observation of selected systems and procedures comprising the 

Company’s FCPA corporate compliance program, including anti-

corruption compliance procedures, internal accounting controls, 

recordkeeping, due diligence, and internal audit procedures, including at 

sample sites; 

(c) meetings with, and interviews of, as relevant, the Company employees, 

officers, directors, and, where appropriate and feasible, its third-party 

vendors, agents, or consultants and other persons at mutually convenient 

times and places; and 

(d) risk-based analyses, studies, and testing of the Company’s FCPA corporate 

compliance program. 



6 

11. The Monitor may take steps as reasonably necessary to develop an understanding 

of the facts and circumstances surrounding prior FCPA violations that gave rise to this action 

or violations of other applicable anti-corruption laws but shall not conduct his or her own 

inquiry into those historical events. 

12. After receiving the First Review Work Plan, the Company and Commission staff 

shall provide any comments concerning the First Review Work Plan within thirty (30) days to 

the Monitor. Any disputes between the Company and the Monitor with respect to the First 

Review Work Plan shall be decided by the Commission staff in its sole discretion. Following 

comments by the Company and Commission staff, the Monitor will have fifteen (15) days to 

submit a Final First Review Work Plan. 

13. The First Review shall commence no later than one hundred twenty (120) days 

from the date of the engagement of the Monitor (unless otherwise agreed by the Company, the 

Monitor, and the Commission staff). The Monitor shall issue a written report within one hundred 

seventy-five (175) days of commencing the First Review, setting forth the Monitor’s assessment 

and, if necessary, making recommendations reasonably designed to improve the effectiveness of 

the Company’s internal accounting controls and FCPA corporate compliance program as they 

relate to the Company’s compliance with the FCPA and other applicable anti-corruption laws. 

The Monitor should consult with the Company concerning his or her findings and 

recommendations on an ongoing basis and should consider the Company’s comments and input 

to the extent the Monitor deems appropriate. The Monitor may also choose to share a draft of his 

or her report with the Company and Commission staff prior to finalizing it. The Monitor shall 

provide the report to the Board of Directors of the Company and contemporaneously transmit a 

copy to Commission staff. 



7 

14. Within one hundred fifty (150) days after receiving the Monitor’s First Review 

Report, the Company shall adopt and implement all recommendations in the report, provided, 

however, that as to any recommendation that the Company considers unduly burdensome, 

impractical, costly, or inconsistent with applicable law or regulation, the Company need not 

adopt that recommendation at that time, but may submit in writing to the Monitor and the 

Commission staff within sixty (60) days of receiving the report, an alternative policy, procedure, 

or system designed to achieve the same objective or purpose. 

15. In the event the Company and the Monitor are unable to agree on an acceptable 

alternative proposal, the Company shall promptly consult with the Commission staff. Any 

disputes between the Company and the Monitor with respect to the recommendations shall be 

decided by the Commission staff in its sole discretion. The Commission staff shall consider the 

Monitor’s recommendation and the Company’s reasons for not adopting the recommendation in 

determining whether the Company has fully complied with its obligations. Pending such 

determination, the Company shall not be required to implement any contested 

recommendation(s). 

16. With respect to any recommendation that the Monitor determines cannot 

reasonably be implemented within one hundred and fifty (150) days after receiving the report, 

the Monitor may extend the time period for implementation with prior written approval of the 

Commission staff. 

Second Review 

17. Within one hundred twenty (120) days after the issuance of the First Review 

Report, the Monitor shall submit a written Work Plan for the Second Review to the Company 

and Commission staff. The Company and Commission staff shall provide any comments 



8 

concerning the Work Plan within thirty (30) days in writing to the Monitor. Any disputes 

between the Company and the Monitor with respect to the written Work Plan shall be decided by 

the Commission staff in its sole discretion. Following comments by the Company and 

Commission staff, the Monitor will have fifteen (15) days to submit a Final Second Review 

Work Plan. 

18. The Second Review shall commence no later than one hundred eighty (180) days 

after the issuance of the First Review Report (unless otherwise agreed by the Company, the 

Monitor, and the Commission staff). The Monitor shall issue a written Second Review Report 

within one hundred forty-five (145) days of commencing the Second Review. The Second 

Review Report shall set forth the Monitor’s assessment of, and any additional recommendations 

regarding, the Company’s internal accounting controls and FCPA corporate compliance program 

as they relate to the Company’s compliance with the FCPA and other applicable anti-corruption 

laws; the Monitor’s assessment of the implementation by the Company of any recommendations 

made in the First Review Report; and the Monitor’s assessment of the commitment of the 

Company’s Board of Directors and senior management to compliance with anti-corruption laws. 

19. Within one hundred twenty (120) days after receiving the Monitor’s Second 

Review Report, the Company shall adopt and implement all recommendations in the report, 

provided, however, that as to any recommendation that the Company considers unduly 

burdensome, impractical, costly, or inconsistent with applicable law or regulation, the Company 

need not adopt that recommendation at that time, but may submit in writing to the Monitor and 

the Commission staff within thirty (30) days of receiving the report, an alternative policy, 

procedure, or system designed to achieve the same objective or purpose. 



9 

20. In the event the Company and the Monitor are unable to agree on an acceptable 

alternative proposal within thirty (30) days, the Company shall promptly consult with the 

Commission staff. Any disputes between the Company and the Monitor with respect to the 

recommendations shall be decided by the Commission staff in its sole discretion. The 

Commission staff shall consider the Monitor’s recommendation and the Company’s reasons for 

not adopting the recommendation in determining whether the Company has fully complied with 

its obligations. Pending such determination, the Company shall not be required to implement any 

contested recommendation(s). 

Third Review 

21. The Monitor shall commence a Third Review no later than one hundred fifty 

(150) days after the issuance of the Second Review Report (unless otherwise agreed by the 

Company, the Monitor, and the Commission staff). The monitor shall issue a written Third 

Review Report within one hundred forty-five (145) days of commencing the Third Review, 

setting forth the Monitor’s assessment and, if necessary, making recommendations in the same 

fashion as with the prior reviews.  

22. Within one hundred twenty (120) days after receiving the Monitor’s Third 

Review Report, the Company shall adopt and implement all recommendations in the report, 

provided, however, that as to any recommendation that the Company considers unduly 

burdensome, impractical, costly, or inconsistent with applicable law or regulation, the Company 

need not adopt that recommendation at that time, but may submit in writing to the Monitor and 

the Commission staff within thirty (30) days of receiving the report, an alternative policy, 

procedure, or system designed to achieve the same objective or purpose. 



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23. In the event the Company and the Monitor are unable to agree on an acceptable 

alternative proposal within thirty (30) days, the Company shall promptly consult with the 

Commission staff. Any disputes between the Company and the Monitor with respect to the 

recommendations shall be decided by the Commission staff in its sole discretion. The 

Commission staff shall consider the Monitor’s recommendation and the Company’s reasons for 

not adopting the recommendation in determining whether the Company has fully complied with 

its obligations. Pending such determination, the Company shall not be required to implement any 

contested recommendation(s). 

Certification 

 

24.  No later than sixty (60) days after implementation of the recommendations in the 

Monitor’s Third Review Report, the Monitor shall certify whether the Company’s compliance 

program, including its policies and procedures, is reasonably designed and implemented to 

prevent and detect violations of the FCPA and is functioning effectively. Such certification shall 

be supported by a written Final Certification Report that certifies the Company’s compliance 

with its obligations under the Order, and which shall set forth an assessment of the sustainability 

of the Company’s remediation efforts and may also recommend areas for further follow-up by 

the Company.  

25. The monitor shall orally notify the Commission staff at least fourteen (14) days 

prior to the issuance of the Final Certification Report whether he or she expects to be able to 

certify as provided herein. In the event the Monitor is unable to certify within the three-year term 

of the monitor period, the following extension provisions shall be in effect. 



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Extension of Monitor Period 

26. If, as informed by the Monitor’s inability to certify that the Company’s 

compliance program, including its policies and procedures, is reasonably designed and 

implemented to prevent and detect violations of the FCPA and is functioning effectively, the 

Commission staff concludes that the Company has not successfully satisfied its obligations under 

the Monitorship, the Monitor Period shall be extended for a reasonable time. 

27. Under such circumstances, the Monitor shall commence a Fourth Review no later 

than sixty (60) days after the Commission staff concludes that the Company has not successfully 

satisfied its compliance obligations under the Order (unless otherwise agreed by the Company, 

the Monitor, and the Commission staff). The Monitor shall issue a written Fourth Review Report 

within ninety (90) days of commencing the Fourth Review in the same fashion as set forth in 

Paragraph 13 with respect to the First Review and in accordance with the procedures for follow-

up reports set forth in Paragraphs 17 to 21. A determination to terminate the Monitorship shall 

then be made in accordance with Paragraph 24. 

28. If, after completing the Fourth Review the Monitor is unable to certify, the 

Monitorship shall be extended, and the Monitor shall commence a Fifth Review (unless 

otherwise agreed by the Company, the Monitor, and the Commission staff). The Monitor shall 

issue a written Fifth Review Report within ninety (90) days of commencing the Fifth Review in 

the same fashion as set forth in Paragraph 13 with respect to the First Review and in accordance 

with the procedures for follow-up reports set forth in Paragraphs 17 to 21. These reviews shall 

continue until the Monitor is able to certify, or unless as otherwise agreed by the Company and 

Commission staff. 



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Discovery of Potential or Actual Misconduct 

29. Throughout the Term of the Monitorship, the Monitor shall disclose to the 

Commission staff any credible evidence that corrupt or otherwise suspicious transactions 

occurred, or payments or things of value were offered, promised, made, or authorized by any 

entity or person within the Company, or any entity or person working directly or indirectly for or 

on behalf of the Company, or that related false books and records may have been maintained by 

or on behalf of the Company or that relevant internal accounting controls were circumvented or 

were not reasonably designed or implemented. The Monitor shall contemporaneously notify the 

Company’s General Counsel, Chief Compliance Officer, or Audit Committee for further action 

unless at the Monitor’s discretion he or she believes disclosure to the Company would be 

inappropriate under the circumstances. The Monitor shall address in his or her reports the 

appropriateness of the Company’s response to all improper activities, whether previously 

disclosed to the Commission staff or not. 

Certification of Completion  

30. No later than sixty (60) days from date of the completion of the undertakings with 

respect to the Monitorship, the Company shall certify, in writing, compliance with the 

undertakings set forth above. The certification shall identify the undertakings, provide written 

evidence of compliance in the form of a narrative, and be supported by exhibits sufficient to 

demonstrate compliance. The Commission staff may make reasonable requests for further 

evidence of compliance, and the Company agrees to provide such evidence. 

Extensions of Time 

 31. Upon request by the Monitor or the Company, the Commission staff may extend 

any procedural time period set forth above for good cause shown. 



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Confidentiality of Reports 

32. The reports submitted by the Monitor and the periodic reviews and reports 

submitted by the Company will likely include confidential financial, proprietary, competitive 

business, or commercial information. Public disclosure of the reports could discourage 

cooperation, impede pending or potential government investigations, or undermine the objective of 

the reporting requirement. For these reasons, among others, the reports and the contents thereof are 

intended to remain and shall remain non-public, except (i) pursuant to court order, (ii) as agreed to 

by the parties in writing, (iii) to the extent that the Commission determines in its sole discretion 

that disclosure would be in furtherance of the Commission’s discharge of its duties and 

responsibilities, or (iv) as is otherwise required by law. 

Address for All Written Communications and Reports 

 
 33. All reports or other written communications by the Monitor or the Company 

directed to the Commission staff shall be transmitted to Tracy L. Price, Deputy Chief, FCPA 

Unit, Division of Enforcement, U.S. Securities and Exchange Commission, 100 F Street NE, 

Washington D.C. 20549-5631B.