In re ABB Ltd.

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION  
 
  SECURITIES EXCHANGE ACT OF 1934 
Release No. 96444 / December 3, 2022 
ADMINISTRATIVE PROCEEDING 
File No. 3-21248 
 
 
In the Matter of 
 
ABB Ltd., 
 
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 ABB Ltd. (“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 it 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 (“FCPA”) 
by Respondent, as a result of bribes paid to a South African government official in connection 
with obtaining a contract worth approximately $160 million. The scheme occurred from March 
2015 through December 2017, and involved ABB executives at its Swiss headquarters and 
German and South African subsidiaries who used complicit third-party service providers to 
funnel payments to the South African official who awarded ABB the contract. 
 
Respondent 
2. ABB Ltd. (“ABB”) is a corporation organized under the laws of Switzerland. 
ABB’s headquarters are located in Zurich. ABB issued and maintains a class of publicly traded 
securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, which are 
traded on the New York Stock Exchange. ABB securities are also traded on the Swiss and 
Swedish stock exchanges. The ABB group of companies are active in many sectors, but its 
core businesses are focused on electrification, automation, motion and robotics technologies. 
 
3. Respondent was the subject of two prior cases by the Commission. In a case 
brought by the Commission in 2010 in the United States District Court for the District of 
Columbia, ABB consented to a Final Judgment for violations of the anti-bribery, books and 
records, and internal accounting controls provisions of the FCPA. ABB was ordered to pay over 
$23 million in disgorgement and pre-judgment interest and a civil penalty of $16.51 million. The 
Commission alleged in its Complaint that ABB, through its subsidiaries, paid bribes to 
government officials in Mexico to obtain business with government-owned power companies, 
and paid kickbacks to the former regime in Iraq to obtain contracts under the United Nations Oil 
for Food Program. In a related criminal proceeding based on those activities, ABB reached a 
settlement with the U.S. Department of Justice in which it agreed to pay $19 million in criminal 
penalties. 
 
4. In a case brought by the Commission in 2004 in the United States District Court 
for the District of Columbia, ABB consented to a Final Judgment for violations of the anti- 
bribery, books and records, and internal accounting controls provisions of the FCPA. ABB was 
ordered to pay nearly $6 million in disgorgement and pre-judgment interest and a civil penalty of 
$10.5 million, which was deemed satisfied by two affiliates’ payment of criminal fines of the 
same amount in a related criminal proceeding. The Commission alleged in its Complaint that, 
from 1998 through early 2003, ABB's U.S. and foreign-based subsidiaries doing business in 
Nigeria, Angola and Kazakhstan, offered and made illicit payments totaling over $1.1 million to 
 
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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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government officials in these countries. 
 
Other Relevant Entities and Individuals 
 
5. ABB South Africa (Pty) Ltd (“ABB-South Africa”), based in Longmeadow, 
South Africa, is ABB’s majority-owned subsidiary, which conducts all sales, marketing, and 
operational activities for ABB in South Africa. ABB South Africa’s books and records were 
consolidated into ABB’s for purposes of Commission filings. 
 
6. ABB AG (“ABB-Germany”), based in Mannheim, Germany, is an ABB 
wholly-owned subsidiary which acts as its operating company in Germany. Its books and 
records are consolidated into ABB’s for purposes of Commission filings. 
 
7. ABB S.p.A (“ABB-Italy”), based in Milan Italy, is an ABB wholly- 
owned subsidiary, which acts as its operating company in Italy. Its books and 
records are consolidated into ABB’s for purposes of Commission filings. 
 
8. ABB Management Services, Ltd. (“ABB Management Services”), based 
in Zurich, Switzerland, is an ABB wholly-owned subsidiary, the sole purpose of which is to 
act as the employing entity for certain management-level ABB employees, including 
Executive A and Executive B. 
 
9. Eskom Holdings SOC Limited (“Eskom”) is a South African public utility 
and the largest producer of electricity in South Africa. It is the largest of South Africa's state- 
owned enterprises. Eskom operates a number of notable power stations, including the Kusile 
Power Station in Witbank, South Africa. 
 
10. Service Provider A is a privately-owned company located in Johannesburg, 
Gauteng, South Africa, which provides engineering services. 
 
11. Service Provider B is a privately-owned company located in Johannesburg, 
South Africa, which provides engineering services. 
 
12. Eskom Official, a resident and citizen of South Africa, was a government 
official in South Africa who, from 2014 to 2018, had high decision-making roles at Eskom. 
 
13. Local Senior Manager, a resident and citizen of Germany, was a manager at 
ABB-South Africa who had significant responsibility for the Kusile project for much of the 
relevant period. 
 
14. Executive A, a resident and citizen of Germany, was during the relevant period a 
senior business executive at ABB headquarters in Switzerland, paid through ABB Management 
Services. 
 
15. Executive B, a resident and citizen of Germany, was during the relevant period a 
senior sales and marketing executive at ABB headquarters in Switzerland, paid through ABB 

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Management Services 
 
16. Capture Team Lead, a resident and citizen of Germany, was during the relevant 
period a sales manager at ABB-Germany. 
 
Facts 
 
17. Kusile Power Station (“Kusile”) is a coal-fired power plant operated by 
Eskom designed to consist of six 800 megawatt coal-fired generating units for a total 
generating capacity of 4,800 megawatts of electricity. Eskom’s planning for Kusile began in 
2007 and is ongoing. 
 
18. During July 2013, Executive A at company headquarters in Switzerland 
learned of rumors that Eskom was considering replacing the existing contractor in charge of 
the cabling and installation (“C&I”) work at Kusile and committed “to getting ABB into the 
race and pole position for the project.” To that end, he assembled a “capture team” 
responsible for pursuing the tender opportunity consisting primarily of himself, Local Senior 
Manager, and Executive B, another executive at headquarters in Switzerland. 
 
19. The capture team did not possess confidence in personnel at ABB-South 
Africa to get access to the people at Eskom that would be making the decisions in regard to 
the C&I contract. As a result, Executive B, who had experience with obtaining business 
from Eskom with a previous employer, became directly involved in coordinating the efforts 
to win the business. 
 
20. Executive B and the capture team spent the rest of 2013 and the early part of 
2014 seeking information about the potential tender of the C&I contract from sources inside and 
outside of Eskom. The capture team eventually confirmed that the Eskom board had, in fact, 
decided to switch contractors for the C&I work at Kusile and identified Eskom Official as the 
decision-maker who would determine which company would win the new business. The capture 
team also learned that ABB’s main competitor was positioned to receive the bulk of the business 
and believed that the competitor’s advantage was the political connections of various South 
African business partners with whom it did business. 
 
21. In March 2014, at the suggestion of Executive B that a “sales shark” was needed 
in pursuing the C&I contract, the capture team appointed Capture Team Lead, “a highly 
experienced sales expert” with a reputation for non-transparency about how he went about 
interactions with clients. 
 
22. Capture Team Lead, Executive B and Local Senior Manager set up private 
meetings and sent clandestine communications with Eskom officials to obtain and share 
confidential information regarding the Kusile C&I tender, including Eskom’s budget price and 
ABB’s schedule. 
 
23. In April 2014, the parties entered into a bribery scheme with Eskom whereby 
ABB-South Africa would use a third party to pay the Eskom Official in exchange for awarding 
the business to ABB. The scheme was driven by Capture Team Lead and Executive B, with the 

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knowledge of Local Senior Manager and Executive A. Specifically, in April 2014, Eskom 
Official introduced Executive B to a friend who was the chair of Service Provider A, a privately- 
owned South African company that provided engineering services. Executive B and Capture 
Team Lead agreed to an arrangement with Eskom Official and Service Provider A’s chair 
that ABB-South Africa would be awarded the Kusile C&I contract if ABB-South Africa 
appointed Service Provider A as a subcontractor for services and prices to be negotiated. 
The scheme was structured so Eskom Official would receive a portion of Service Provider 
A’s subcontract fee. 
 
24. During negotiations over services and price in October 2014, Service Provider 
A provided a business proposal. A supply chain manager at ABB-South Africa, who was not 
aware of the bribery scheme, raised concerns that Service Provider A was unqualified for the 
work for which it was being considered and that its proposed price was excessive. Given that 
Executive B and Capture Team Lead were part of the bribe scheme, the concerns went 
unaddressed by ABB management in South Africa and Switzerland. 
 
25. On March 10, 2015, Eskom awarded the Kusile C&I contract to ABB-South 
Africa for approximately $160 million. ABB-South Africa, ABB-Germany, and ABB-Italy 
entered into an internal consortium agreement which provided for the allocation and execution 
of work under the C&I contract. 
 
26. On  May  13,  2015,  ABB-South  Africa  signed  its  subcontract  with  Service 
Provider  A  for  approximately  $7.2  million  which,  contrary  to  internal  company  policy,  was 
awarded  without  competitive  bidding.  The  subcontract  included  a  provision  for  an advanced 
payment of ten percent, as Eskom Official wanted an upfront payment. 
 
27. Eskom Official demanded the advance payment right away, despite the 
subcontract’s explicit provision that it was not due until the following month. As a result, ABB- 
South Africa made the advance payment of approximately $720,000 to Service Provider A 
immediately, despite knowing it was intended to reach Eskom Official thereby bypassing various 
internal processes and financial controls. 
 
28. The bribe scheme nearly came undone when Service Provider A’s chair refused 
to share the spoils with the Eskom Official due to an apparent falling out between them. In order 
to save the illicit arrangement, Capture Team Lead attempted to broker a peace between the two, 
going so far as arranging a face-to-face meeting, but the efforts were unsuccessful. 
 
29. Needing another way to fund the bribe payments, Capture Team Lead and the 
Eskom Official agreed to a new scheme whereby bribe payments would be passed through 
Service Provider B, which was operated by an individual closely connected with a close personal 
friend of Eskom Official. 
 
30. The scheme was effectuated through the abuse of “variation orders” provided for 
in the contract between ABB-South Africa and Eskom. These provisions allowed Eskom
 to make 
changes to the contract and resulted in ABB-South Africa claiming additional costs from Eskom. 
Eskom Official and Capture Team Lead agreed upon a target price, which 

6 
 
ABB-South Africa would then quote 
based on proposals that included inflated, unnecessary, or 
unjustified costs 
and Eskom would officially approve. 
An official at Service Provider B then 
ensured that money was transmitted to Eskom Official and his family members from the 
payments. 
 
31. While Service Provider B was to be the new conduit for bribe payments, it 
failed to pass ABB’s Supply Chain Management (“SCM”) qualification process. 
Nevertheless, on January 16, 2016, Eskom verbally instructed ABB-South Africa to provide 
a proposal for the first variation order, which was to accelerate Unit 1 of the Kusile plant by 
mobilizing additional resources and on February 1, 2016, ABB-South Africa and Service 
Provider B signed a letter of intent for Service Provider B to provide the cable pulling and 
termination works related to the variation order. The next week ABB-South Africa placed 
purchase orders with Service Provider B of approximately $1.7 million. Service Provider B 
immediately began working on site without passing the SCM qualification process and 
without a contract in place. 
 
32. Because Service Provider B was not qualified under the SCM process, it 
required a “waiver.” Executive A arranged that an American employee at an ABB office in 
the United States, who specialized in the SCM processes, travel to South Africa to manage 
the course of obtaining one. During the second week of February 2016, after spending a 
number of days in South Africa, the American employee was able to secure for Service 
Provider B a formal waiver premised on its working through two specific sub- 
subcontractors who were qualified for the job. As Service Provider B’s employees were 
already at the Kusile site working, and the message from ABB-South Africa was that Service 
Provider B was required to be used by Eskom, the American employee felt he had no choice 
but to arrange this waiver for Service Provider B. 
 
33. On March 8, 2016, Eskom formally issued the Unit 1 acceleration variation 
order for approximately $16.2 million. The variation order made specific reference to the 
appointment of Service Provider B as an installation subcontractor. Between April 2016 and 
February 2017, Eskom issued several further variation orders for Service Provider B to 
perform, increasing the value of its contract with ABB–South Africa by tens of millions of 
dollars. 
 
34. In early 2016, at the urging of Capture Team Lead, ABB treated Service Provider 
B as its “preferred service provider” for other projects for the purpose of securing even further 
Eskom business from Eskom Official. As a result, at the behest of Executive B, ABB South 
Africa paid Service Provider B additional sums through the end of 2017. 
 
35. In total, from April 2016, through December 2017, ABB-South Africa paid 
Service Provider B approximately $37 million. 
 
36. The various payments to Service Provider B, much of which was intended as 
bribes for Eskom Official, were inaccurately reflected in ABB-South Africa’s books and records 
as legitimate engineering services and involved the use of false purchase orders and contracts. 
ABB-South Africa’s books and records were consolidated into ABB’s for purposes of 
Commission filings. 

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37. Despite known corruption risks in connection with its South African operations 
and having been previously the subject of two FCPA settlements with the Commission, ABB 
failed to devise and maintain  sufficient internal financial accounting controls. 
 
Legal Standards and Violations 
 
38. Under Exchange Act Section 21C(a), 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 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. 
 
39. As a result of the conduct described above, Respondent violated Section 30A of 
the Exchange Act, which prohibits any issuer with a class of securities registered pursuant to 
Section 12 of the Exchange Act, or any officer, director, employee, or agent acting on behalf of 
such issuer, or any stockholder acting on behalf of an issuer, to make use of the mails or any 
means or instrumentality of interstate commerce in order to obtain or retain business, from 
corruptly giving or authorizing the giving of anything of value to any foreign official for the 
purposes of influencing the official or inducing the official to act in violation of his or her lawful 
duties, or to secure any improper advantage, or to induce a foreign official to use his influence 
with a foreign governmental instrumentality to influence any act or decision of such government 
or instrumentality. 
 
40. As a result of the conduct described above, Respondent violated Section 
13(b)(2)(A) of the Exchange Act, which requires issuers with a class of securities registered 
pursuant to Section 12 of the Exchange Act and issuers with reporting obligations pursuant to 
Section 15(d) of the Exchange Act to make and keep books, records, and accounts, which in 
reasonable detail, accurately and fairly reflect the transactions and dispositions of assets. 
 
41. As a result of the conduct described above, Respondent violated Section 
13(b)(2)(B) of the Exchange Act, which requires issuers with a class of securities registered 
pursuant to Section 12 of the Exchange Act and issuers with reporting obligations pursuant to 
Section 15(d) of the Exchange Act to devise and maintain a system of internal accounting 
controls sufficient to provide reasonable assurances that (i) transactions are executed in 
accordance with management’s general or specific authorization; (ii) transactions are recorded as 
necessary (I) to permit preparation of financial statements in conformity with generally accepted 
accounting principles or any other criteria applicable to such statements, and (II) to maintain 
accountability for assets; (iii) access to assets is permitted only in accordance with management’s 
general or specific authorization; and (iv) the recorded accountability for assets is compared with 
the existing assets at reasonable intervals and appropriate action is taken with respect to any 
differences. 
  

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Disgorgement and Civil Penalties 
 
42. The disgorgement and prejudgment interest referenced in paragraph IV is 
consistent with equitable principles, does not exceed Respondent’s net profits from its violations, 
and returning the money to Respondent would be inconsistent with equitable principles. 
Therefore, in these circumstances, distributing disgorged funds to the United States Treasury is 
the most equitable alternative. The disgorgement and prejudgment interest referenced in 
paragraph IV shall be transferred to the general fund of the U.S. Treasury, subject to Section 
21F(g)(3) of the Exchange Act. 
 
Commission Consideration of ABB’s Cooperation and Remedial Efforts 
 
43. In determining to accept the Offer, the Commission considered ABB’s 
cooperation and remedial efforts. ABB’s cooperation included real-time sharing of facts learned 
during its own internal investigation, as well as the sharing of documents related to that 
investigation. ABB has made and continues to make enhancements to its internal accounting 
controls, global compliance organization and its policies and procedures regarding public tenders; 
misuse of confidential information; supplier due diligence, monitoring and payments; scrutiny of 
variation orders; risk review; management visibility and accountability; and reporting and 
training. Additionally, ABB terminated all employees involved in the misconduct. 
 
Criminal and Foreign Regulatory Dispositions 
 
44. Respondent has entered into a deferred prosecution agreement with the United 
States Department of Justice that acknowledges responsibility for criminal conduct relating to the 
findings in the Order. 
 
45. In December 2020, Respondent entered into a civil settlement with the South 
Africa Special Investigating Unit and others relating to the findings in the Order and paid R1.56 
billion ($107 million) which included reimbursement of the South African government for 
overpayments on the Kusile project and interest. 
 
Undertakings 
 
46. Respondent undertakes to: 
 
a. During a three-year period beginning on the date of the entry of this Order, 
should Respondent discover credible evidence, not already reported to the 
Commission staff, that questionable or corrupt payments or questionable or 
corrupt transfers of value may have been offered, promised, paid, or authorized 
by Respondent, or any entity or person acting on behalf of Respondent, or that 
related false books and records have been maintained; or that Respondent’s 
internal controls failed to detect and prevent such conduct, Respondent shall 
promptly report such conduct to the Commission staff. 
 
b. During the three-year term, Respondent shall report to the Commission staff the 
status of its remediation and implementation of compliance measures related to 

9 
 
the effectiveness of its anticorruption policies, procedures, practices, internal 
accounting controls, recordkeeping, and financial reporting processes. In so 
doing, Respondent shall (1) conduct an initial review and submit an initial 
report, (2) conduct a follow-up review and submit a follow-up report, and (3) 
conduct a final review and submit a final report, as follows: 
 
(i) Initial Review and Report: After consultation with Commission 
staff, Respondent shall prepare a first written work plan within sixty 
(60) calendar days of the entry of this Order, and the Commission staff 
may provide comments within thirty (30) calendar days after receipt of 
the written work plan. By no later than one year from the entry of this 
Order, Respondent shall submit to Commission staff a written report 
(the “Initial Report”) setting forth a complete description and 
assessment of its anticorruption policies, procedures, practices, internal 
accounting controls, recordkeeping, and financial reporting processes 
and whether they are reasonably designed to detect and prevent 
violations of the FCPA and other applicable securities laws. 
Respondent may extend the time period for issuance of the Initial 
Report with prior written approval of Commission staff. 
 
(ii) Follow-up Review and Report: After consultation with Commission 
staff, Respondent shall prepare a written work plan within forty-five 
(45) calendar days of the submission of the Initial Report, and 
Commission staff may provide comments within thirty (30) calendar 
days after receipt of the written work plan. By no later than one year 
after the Initial report is submitted to Commission staff, Respondent 
shall submit to Commission staff a written report (the “Follow-up 
Report”) incorporating the views of Commission staff on the Initial 
Report and setting forth a complete description and assessment of its 
anticorruption policies, procedures, practices, internal accounting 
controls, recordkeeping, and financial reporting processes and whether 
they are reasonably designed to detect and prevent violations of the 
FCPA and other applicable securities laws. Respondent may extend 
the time period for issuance of the Follow-up Report with prior 
written approval of Commission staff. 
 
(iii) Final Review and Report: After consultation with Commission staff, 
Respondent shall prepare a written work plan within forty-five (45) 
calendar days of the submission of the Follow-up Report, and 
Commission staff may provide comments within thirty (30) calendar days 
after receipt of the written work plan. By no later than thirty (30) days 
before the end of the three-year term, Respondent shall submit to 
Commission staff a written report (the “Final Report”) incorporating the 
views of Commission staff on the Follow-up Report and setting forth a 
complete description and assessment of its anticorruption policies, 
procedures, practices, internal accounting controls, recordkeeping, and 
financial reporting processes and whether they are reasonably designed to 

10 
 
detect and prevent violations of the FCPA and other applicable securities 
laws. Respondent may extend the time period for issuance of the Final Report 
with prior approval of the Commission staff. 
 
(iv) Any disputes between Respondent and Commission staff with respect 
to any written work plan shall be decided by Commission staff in its 
sole discretion. 
 
(v) All written work plans shall identify with reasonable specificity the 
activities Respondent plans in assessing and monitoring the operation 
of its FCPA and anticorruption compliance program and whether 
Respondent’s policies and procedures are reasonably designed to detect 
and prevent violations of the FCPA and other applicable anticorruption 
laws. 
 
(vi) Respondent shall meet with Commission staff within thirty (30) days 
after providing each report to Commission staff to discuss the report. 
At least quarterly, and more frequently if Commission staff deems it 
appropriate in its sole discretion, representatives from Respondent and 
Commission staff will meet to discuss the status of Respondent’s 
obligations to the review and report obligations under these 
undertakings, and any suggestions, comments, or improvements 
Respondent may wish to discuss with or propose to Commission staff. 
 
(vii) The reviews and reports submitted by Respondent 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 a 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. 
 
(viii) Respondent shall transmit all reports to Tracy L. Price, Deputy Unit 
Chief, FCPA Unit, United States Securities and Exchange Commission, 
100 F Street, NE, Washington, DC 20549. 
 
c. 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 Respondent agrees to provide such 
evidence. The certification and supporting material shall be submitted to Tracy 
L. Price, Deputy Unit Chief, FCPA Unit, with a copy to the Office of Chief 

11 
 
Counsel of the Enforcement Division, no later than sixty (60) days from the 
date of the completion of the undertakings. 
 
 
IV. 
 
In view of the foregoing, the Commission deems it appropriate to impose the 
sanctions agreed to in Respondent ABB’s Offer. 
 
Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby 
ORDERED that: 
A. Respondent shall 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, within 21 days of the entry of this Order, pay disgorgement of 
$58,000,000 and prejudgment interest of $14,554,267 to the Securities and Exchange 
Commission, which is deemed satisfied by the payment previously made to the Government of 
South Africa pursuant to the Settlement Agreement of December 11, 2020. 
C. Respondent shall, within 30 days of the entry of this Order, pay a civil money 
penalty in the amount of $75,000,000 to the Securities and Exchange Commission for transfer to 
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717. 
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 
ABB as the Respondent in these proceedings, and the file number of these proceedings; a copy 
of the cover letter and check or money order must be sent to Tracy L. Price, Deputy Chief, FCPA 
Unit, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, 
Washington, DC 20549-5631. 

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D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes. To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
E. 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. 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. 
F. Respondent shall comply with the undertakings enumerated in Section III above. 
 
By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION  

 

  SECURITIES EXCHANGE ACT OF 1934 

Release No. 96444 / December 3, 2022 

ADMINISTRATIVE PROCEEDING 

File No. 3-21248 
 

 

In the Matter of 
 

ABB Ltd., 
 

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 ABB Ltd. (“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 it 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 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 (“FCPA”) 

by Respondent, as a result of bribes paid to a South African government official in connection 

with obtaining a contract worth approximately $160 million. The scheme occurred from March 

2015 through December 2017, and involved ABB executives at its Swiss headquarters and 

German and South African subsidiaries who used complicit third-party service providers to 

funnel payments to the South African official who awarded ABB the contract. 
 

Respondent 

2. ABB Ltd. (“ABB”) is a corporation organized under the laws of Switzerland. 

ABB’s headquarters are located in Zurich. ABB issued and maintains a class of publicly traded 

securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, which are 

traded on the New York Stock Exchange. ABB securities are also traded on the Swiss and 

Swedish stock exchanges. The ABB group of companies are active in many sectors, but its 

core businesses are focused on electrification, automation, motion and robotics technologies. 

 

3. Respondent was the subject of two prior cases by the Commission. In a case 

brought by the Commission in 2010 in the United States District Court for the District of 

Columbia, ABB consented to a Final Judgment for violations of the anti-bribery, books and 

records, and internal accounting controls provisions of the FCPA. ABB was ordered to pay over 

$23 million in disgorgement and pre-judgment interest and a civil penalty of $16.51 million. The 

Commission alleged in its Complaint that ABB, through its subsidiaries, paid bribes to 

government officials in Mexico to obtain business with government-owned power companies, 

and paid kickbacks to the former regime in Iraq to obtain contracts under the United Nations Oil 

for Food Program. In a related criminal proceeding based on those activities, ABB reached a 

settlement with the U.S. Department of Justice in which it agreed to pay $19 million in criminal 

penalties. 

 

4. In a case brought by the Commission in 2004 in the United States District Court 

for the District of Columbia, ABB consented to a Final Judgment for violations of the anti- 

bribery, books and records, and internal accounting controls provisions of the FCPA. ABB was 

ordered to pay nearly $6 million in disgorgement and pre-judgment interest and a civil penalty of 

$10.5 million, which was deemed satisfied by two affiliates’ payment of criminal fines of the 

same amount in a related criminal proceeding. The Commission alleged in its Complaint that, 

from 1998 through early 2003, ABB's U.S. and foreign-based subsidiaries doing business in 

Nigeria, Angola and Kazakhstan, offered and made illicit payments totaling over $1.1 million to 
 

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. 

 

https://www.sec.gov/news/press/2010/2010-175.htm
https://www.sec.gov/litigation/litreleases/lr18775.htm


3  

government officials in these countries. 

 
Other Relevant Entities and Individuals 

 

5. ABB South Africa (Pty) Ltd (“ABB-South Africa”), based in Longmeadow, 

South Africa, is ABB’s majority-owned subsidiary, which conducts all sales, marketing, and 

operational activities for ABB in South Africa. ABB South Africa’s books and records were 

consolidated into ABB’s for purposes of Commission filings. 

 

6. ABB AG (“ABB-Germany”), based in Mannheim, Germany, is an ABB 

wholly-owned subsidiary which acts as its operating company in Germany. Its books and 

records are consolidated into ABB’s for purposes of Commission filings. 

 

7. ABB S.p.A (“ABB-Italy”), based in Milan Italy, is an ABB wholly- 

owned subsidiary, which acts as its operating company in Italy. Its books and 

records are consolidated into ABB’s for purposes of Commission filings. 

 

8. ABB Management Services, Ltd. (“ABB Management Services”), based 

in Zurich, Switzerland, is an ABB wholly-owned subsidiary, the sole purpose of which is to 

act as the employing entity for certain management-level ABB employees, including 

Executive A and Executive B. 

 
9. Eskom Holdings SOC Limited (“Eskom”) is a South African public utility 

and the largest producer of electricity in South Africa. It is the largest of South Africa's state- 

owned enterprises. Eskom operates a number of notable power stations, including the Kusile 

Power Station in Witbank, South Africa. 

 

10. Service Provider A is a privately-owned company located in Johannesburg, 

Gauteng, South Africa, which provides engineering services. 

 

11. Service Provider B is a privately-owned company located in Johannesburg, 

South Africa, which provides engineering services. 

 
12. Eskom Official, a resident and citizen of South Africa, was a government 

official in South Africa who, from 2014 to 2018, had high decision-making roles at Eskom. 

 
13. Local Senior Manager, a resident and citizen of Germany, was a manager at 

ABB-South Africa who had significant responsibility for the Kusile project for much of the 

relevant period. 

 
14. Executive A, a resident and citizen of Germany, was during the relevant period a 

senior business executive at ABB headquarters in Switzerland, paid through ABB Management 

Services. 

 
15. Executive B, a resident and citizen of Germany, was during the relevant period a 

senior sales and marketing executive at ABB headquarters in Switzerland, paid through ABB 

https://en.wikipedia.org/wiki/South_Africa
https://en.wikipedia.org/wiki/Public_utility
https://en.wikipedia.org/wiki/Africa
https://en.wikipedia.org/wiki/State-owned_enterprises_of_South_Africa
https://en.wikipedia.org/wiki/State-owned_enterprises_of_South_Africa
https://en.wikipedia.org/wiki/State-owned_enterprises_of_South_Africa
https://en.wikipedia.org/wiki/Power_station
https://en.wikipedia.org/wiki/Kusile_Power_Station
https://en.wikipedia.org/wiki/Kusile_Power_Station
https://en.wikipedia.org/wiki/Kusile_Power_Station
https://en.wikipedia.org/wiki/Witbank


4  

Management Services 

 

16. Capture Team Lead, a resident and citizen of Germany, was during the relevant 

period a sales manager at ABB-Germany. 
 

Facts 
 

17. Kusile Power Station (“Kusile”) is a coal-fired power plant operated by 

Eskom designed to consist of six 800 megawatt coal-fired generating units for a total 

generating capacity of 4,800 megawatts of electricity. Eskom’s planning for Kusile began in 

2007 and is ongoing. 

 

18. During July 2013, Executive A at company headquarters in Switzerland 

learned of rumors that Eskom was considering replacing the existing contractor in charge of 

the cabling and installation (“C&I”) work at Kusile and committed “to getting ABB into the 

race and pole position for the project.” To that end, he assembled a “capture team” 

responsible for pursuing the tender opportunity consisting primarily of himself, Local Senior 

Manager, and Executive B, another executive at headquarters in Switzerland. 

 
19. The capture team did not possess confidence in personnel at ABB-South 

Africa to get access to the people at Eskom that would be making the decisions in regard to 

the C&I contract. As a result, Executive B, who had experience with obtaining business 

from Eskom with a previous employer, became directly involved in coordinating the efforts 

to win the business. 

 

20. Executive B and the capture team spent the rest of 2013 and the early part of 

2014 seeking information about the potential tender of the C&I contract from sources inside and 

outside of Eskom. The capture team eventually confirmed that the Eskom board had, in fact, 

decided to switch contractors for the C&I work at Kusile and identified Eskom Official as the 

decision-maker who would determine which company would win the new business. The capture 

team also learned that ABB’s main competitor was positioned to receive the bulk of the business 

and believed that the competitor’s advantage was the political connections of various South 

African business partners with whom it did business. 

 

21. In March 2014, at the suggestion of Executive B that a “sales shark” was needed 

in pursuing the C&I contract, the capture team appointed Capture Team Lead, “a highly 

experienced sales expert” with a reputation for non-transparency about how he went about 

interactions with clients. 

 

22. Capture Team Lead, Executive B and Local Senior Manager set up private 

meetings and sent clandestine communications with Eskom officials to obtain and share 

confidential information regarding the Kusile C&I tender, including Eskom’s budget price and 

ABB’s schedule. 

 

23. In April 2014, the parties entered into a bribery scheme with Eskom whereby 

ABB-South Africa would use a third party to pay the Eskom Official in exchange for awarding 

the business to ABB. The scheme was driven by Capture Team Lead and Executive B, with the 



5  

knowledge of Local Senior Manager and Executive A. Specifically, in April 2014, Eskom 

Official introduced Executive B to a friend who was the chair of Service Provider A, a privately- 

owned South African company that provided engineering services. Executive B and Capture 

Team Lead agreed to an arrangement with Eskom Official and Service Provider A’s chair 

that ABB-South Africa would be awarded the Kusile C&I contract if ABB-South Africa 

appointed Service Provider A as a subcontractor for services and prices to be negotiated. 

The scheme was structured so Eskom Official would receive a portion of Service Provider 

A’s subcontract fee. 

 
24. During negotiations over services and price in October 2014, Service Provider 

A provided a business proposal. A supply chain manager at ABB-South Africa, who was not 

aware of the bribery scheme, raised concerns that Service Provider A was unqualified for the 

work for which it was being considered and that its proposed price was excessive. Given that 

Executive B and Capture Team Lead were part of the bribe scheme, the concerns went 

unaddressed by ABB management in South Africa and Switzerland. 

 

25. On March 10, 2015, Eskom awarded the Kusile C&I contract to ABB-South 

Africa for approximately $160 million. ABB-South Africa, ABB-Germany, and ABB-Italy 

entered into an internal consortium agreement which provided for the allocation and execution 

of work under the C&I contract. 

 

26. On May 13, 2015, ABB-South Africa signed its subcontract with Service 

Provider A for approximately $7.2 million which, contrary to internal company policy, was 

awarded without competitive bidding. The subcontract included a provision for an advanced 

payment of ten percent, as Eskom Official wanted an upfront payment. 

 

27. Eskom Official demanded the advance payment right away, despite the 

subcontract’s explicit provision that it was not due until the following month. As a result, ABB- 

South Africa made the advance payment of approximately $720,000 to Service Provider A 

immediately, despite knowing it was intended to reach Eskom Official thereby bypassing various 

internal processes and financial controls. 

 

28. The bribe scheme nearly came undone when Service Provider A’s chair refused 

to share the spoils with the Eskom Official due to an apparent falling out between them. In order 

to save the illicit arrangement, Capture Team Lead attempted to broker a peace between the two, 

going so far as arranging a face-to-face meeting, but the efforts were unsuccessful. 

 

29. Needing another way to fund the bribe payments, Capture Team Lead and the 

Eskom Official agreed to a new scheme whereby bribe payments would be passed through 

Service Provider B, which was operated by an individual closely connected with a close personal 

friend of Eskom Official. 

 
30. The scheme was effectuated through the abuse of “variation orders” provided for 

in the contract between ABB-South Africa and Eskom. These provisions allowed Eskom to make 

changes to the contract and resulted in ABB-South Africa claiming additional costs from Eskom. 

Eskom Official and Capture Team Lead agreed upon a target price, which 



6  

ABB-South Africa would then quote based on proposals that included inflated, unnecessary, or 

unjustified costs and Eskom would officially approve. An official at Service Provider B then 

ensured that money was transmitted to Eskom Official and his family members from the 

payments. 

 

31. While Service Provider B was to be the new conduit for bribe payments, it 

failed to pass ABB’s Supply Chain Management (“SCM”) qualification process. 

Nevertheless, on January 16, 2016, Eskom verbally instructed ABB-South Africa to provide 

a proposal for the first variation order, which was to accelerate Unit 1 of the Kusile plant by 

mobilizing additional resources and on February 1, 2016, ABB-South Africa and Service 

Provider B signed a letter of intent for Service Provider B to provide the cable pulling and 

termination works related to the variation order. The next week ABB-South Africa placed 

purchase orders with Service Provider B of approximately $1.7 million. Service Provider B 

immediately began working on site without passing the SCM qualification process and 

without a contract in place. 

 

32. Because Service Provider B was not qualified under the SCM process, it 

required a “waiver.” Executive A arranged that an American employee at an ABB office in 

the United States, who specialized in the SCM processes, travel to South Africa to manage 

the course of obtaining one. During the second week of February 2016, after spending a 

number of days in South Africa, the American employee was able to secure for Service 

Provider B a formal waiver premised on its working through two specific sub- 

subcontractors who were qualified for the job. As Service Provider B’s employees were 

already at the Kusile site working, and the message from ABB-South Africa was that Service 

Provider B was required to be used by Eskom, the American employee felt he had no choice 

but to arrange this waiver for Service Provider B. 

 

33. On March 8, 2016, Eskom formally issued the Unit 1 acceleration variation 

order for approximately $16.2 million. The variation order made specific reference to the 

appointment of Service Provider B as an installation subcontractor. Between April 2016 and 

February 2017, Eskom issued several further variation orders for Service Provider B to 

perform, increasing the value of its contract with ABB–South Africa by tens of millions of 

dollars. 

 
34. In early 2016, at the urging of Capture Team Lead, ABB treated Service Provider 

B as its “preferred service provider” for other projects for the purpose of securing even further 

Eskom business from Eskom Official. As a result, at the behest of Executive B, ABB South 

Africa paid Service Provider B additional sums through the end of 2017. 

 

35. In total, from April 2016, through December 2017, ABB-South Africa paid 

Service Provider B approximately $37 million. 

 

36. The various payments to Service Provider B, much of which was intended as 

bribes for Eskom Official, were inaccurately reflected in ABB-South Africa’s books and records 

as legitimate engineering services and involved the use of false purchase orders and contracts. 

ABB-South Africa’s books and records were consolidated into ABB’s for purposes of 

Commission filings. 



7  

 

37. Despite known corruption risks in connection with its South African operations 

and having been previously the subject of two FCPA settlements with the Commission, ABB 

failed to devise and maintain  sufficient internal financial accounting controls. 

 

Legal Standards and Violations 
 

38. Under Exchange Act Section 21C(a), 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 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. 

 

39. As a result of the conduct described above, Respondent violated Section 30A of 

the Exchange Act, which prohibits any issuer with a class of securities registered pursuant to 

Section 12 of the Exchange Act, or any officer, director, employee, or agent acting on behalf of 

such issuer, or any stockholder acting on behalf of an issuer, to make use of the mails or any 

means or instrumentality of interstate commerce in order to obtain or retain business, from 

corruptly giving or authorizing the giving of anything of value to any foreign official for the 

purposes of influencing the official or inducing the official to act in violation of his or her lawful 

duties, or to secure any improper advantage, or to induce a foreign official to use his influence 

with a foreign governmental instrumentality to influence any act or decision of such government 

or instrumentality. 

 
40. As a result of the conduct described above, Respondent violated Section 

13(b)(2)(A) of the Exchange Act, which requires issuers with a class of securities registered 

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

Section 15(d) of the Exchange Act to make and keep books, records, and accounts, which in 

reasonable detail, accurately and fairly reflect the transactions and dispositions of assets. 

 
41. As a result of the conduct described above, Respondent violated Section 

13(b)(2)(B) of the Exchange Act, which requires issuers with a class of securities registered 

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

Section 15(d) of the Exchange Act to devise and maintain a system of internal accounting 

controls sufficient to provide reasonable assurances that (i) transactions are executed in 

accordance with management’s general or specific authorization; (ii) transactions are recorded as 

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

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

accountability for assets; (iii) access to assets is permitted only in accordance with management’s 

general or specific authorization; and (iv) the recorded accountability for assets is compared with 

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

differences. 

  



8  

Disgorgement and Civil Penalties 

 

42. The disgorgement and prejudgment interest referenced in paragraph IV is 

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

and returning the money to Respondent would be inconsistent with equitable principles. 

Therefore, in these circumstances, distributing disgorged funds to the United States Treasury is 

the most equitable alternative. The disgorgement and prejudgment interest referenced in 

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

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

Commission Consideration of ABB’s Cooperation and Remedial Efforts 
 

43. In determining to accept the Offer, the Commission considered ABB’s 

cooperation and remedial efforts. ABB’s cooperation included real-time sharing of facts learned 

during its own internal investigation, as well as the sharing of documents related to that 

investigation. ABB has made and continues to make enhancements to its internal accounting 

controls, global compliance organization and its policies and procedures regarding public tenders; 

misuse of confidential information; supplier due diligence, monitoring and payments; scrutiny of 

variation orders; risk review; management visibility and accountability; and reporting and 

training. Additionally, ABB terminated all employees involved in the misconduct. 

 

Criminal and Foreign Regulatory Dispositions 
 

44. Respondent has entered into a deferred prosecution agreement with the United 

States Department of Justice that acknowledges responsibility for criminal conduct relating to the 

findings in the Order. 

 

45. In December 2020, Respondent entered into a civil settlement with the South 

Africa Special Investigating Unit and others relating to the findings in the Order and paid R1.56 

billion ($107 million) which included reimbursement of the South African government for 

overpayments on the Kusile project and interest. 
 

Undertakings 
 

46. Respondent undertakes to: 

 

a. During a three-year period beginning on the date of the entry of this Order, 

should Respondent discover credible evidence, not already reported to the 

Commission staff, that questionable or corrupt payments or questionable or 

corrupt transfers of value may have been offered, promised, paid, or authorized 

by Respondent, or any entity or person acting on behalf of Respondent, or that 

related false books and records have been maintained; or that Respondent’s 

internal controls failed to detect and prevent such conduct, Respondent shall 

promptly report such conduct to the Commission staff. 

 

b. During the three-year term, Respondent shall report to the Commission staff the 

status of its remediation and implementation of compliance measures related to 



9  

the effectiveness of its anticorruption policies, procedures, practices, internal 

accounting controls, recordkeeping, and financial reporting processes. In so 

doing, Respondent shall (1) conduct an initial review and submit an initial 

report, (2) conduct a follow-up review and submit a follow-up report, and (3) 

conduct a final review and submit a final report, as follows: 

 

(i) Initial Review and Report: After consultation with Commission 

staff, Respondent shall prepare a first written work plan within sixty 

(60) calendar days of the entry of this Order, and the Commission staff 

may provide comments within thirty (30) calendar days after receipt of 

the written work plan. By no later than one year from the entry of this 

Order, Respondent shall submit to Commission staff a written report 

(the “Initial Report”) setting forth a complete description and 

assessment of its anticorruption policies, procedures, practices, internal 

accounting controls, recordkeeping, and financial reporting processes 

and whether they are reasonably designed to detect and prevent 

violations of the FCPA and other applicable securities laws. 

Respondent may extend the time period for issuance of the Initial 

Report with prior written approval of Commission staff. 

 

(ii) Follow-up Review and Report: After consultation with Commission 

staff, Respondent shall prepare a written work plan within forty-five 

(45) calendar days of the submission of the Initial Report, and 

Commission staff may provide comments within thirty (30) calendar 

days after receipt of the written work plan. By no later than one year 

after the Initial report is submitted to Commission staff, Respondent 

shall submit to Commission staff a written report (the “Follow-up 

Report”) incorporating the views of Commission staff on the Initial 

Report and setting forth a complete description and assessment of its 

anticorruption policies, procedures, practices, internal accounting 

controls, recordkeeping, and financial reporting processes and whether 

they are reasonably designed to detect and prevent violations of the 

FCPA and other applicable securities laws. Respondent may extend 

the time period for issuance of the Follow-up Report with prior 

written approval of Commission staff. 

 

(iii) Final Review and Report: After consultation with Commission staff, 

Respondent shall prepare a written work plan within forty-five (45) 

calendar days of the submission of the Follow-up Report, and 

Commission staff may provide comments within thirty (30) calendar days 

after receipt of the written work plan. By no later than thirty (30) days 

before the end of the three-year term, Respondent shall submit to 

Commission staff a written report (the “Final Report”) incorporating the 

views of Commission staff on the Follow-up Report and setting forth a 

complete description and assessment of its anticorruption policies, 

procedures, practices, internal accounting controls, recordkeeping, and 

financial reporting processes and whether they are reasonably designed to 



10  

detect and prevent violations of the FCPA and other applicable securities 

laws. Respondent may extend the time period for issuance of the Final Report 

with prior approval of the Commission staff. 

 

(iv) Any disputes between Respondent and Commission staff with respect 

to any written work plan shall be decided by Commission staff in its 

sole discretion. 

 

(v) All written work plans shall identify with reasonable specificity the 

activities Respondent plans in assessing and monitoring the operation 

of its FCPA and anticorruption compliance program and whether 

Respondent’s policies and procedures are reasonably designed to detect 

and prevent violations of the FCPA and other applicable anticorruption 

laws. 

 

(vi) Respondent shall meet with Commission staff within thirty (30) days 

after providing each report to Commission staff to discuss the report. 

At least quarterly, and more frequently if Commission staff deems it 

appropriate in its sole discretion, representatives from Respondent and 

Commission staff will meet to discuss the status of Respondent’s 

obligations to the review and report obligations under these 

undertakings, and any suggestions, comments, or improvements 

Respondent may wish to discuss with or propose to Commission staff. 

 

(vii) The reviews and reports submitted by Respondent 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 a 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. 

 

(viii) Respondent shall transmit all reports to Tracy L. Price, Deputy Unit 

Chief, FCPA Unit, United States Securities and Exchange Commission, 

100 F Street, NE, Washington, DC 20549. 
 

c. 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 Respondent agrees to provide such 

evidence. The certification and supporting material shall be submitted to Tracy 

L. Price, Deputy Unit Chief, FCPA Unit, with a copy to the Office of Chief 



11  

Counsel of the Enforcement Division, no later than sixty (60) days from the 

date of the completion of the undertakings. 

 
 

IV. 

 

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

sanctions agreed to in Respondent ABB’s Offer. 

 

Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby 

ORDERED that: 

A. Respondent shall 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, within 21 days of the entry of this Order, pay disgorgement of 

$58,000,000 and prejudgment interest of $14,554,267 to the Securities and Exchange 

Commission, which is deemed satisfied by the payment previously made to the Government of 

South Africa pursuant to the Settlement Agreement of December 11, 2020. 

C. Respondent shall, within 30 days of the entry of this Order, pay a civil money 

penalty in the amount of $75,000,000 to the Securities and Exchange Commission for transfer to 

the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If 

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

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 

ABB as the Respondent in these proceedings, and the file number of these proceedings; a copy 

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

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

Washington, DC 20549-5631. 

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


12  

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

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

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

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

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

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

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

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

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

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

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

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

E. 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. 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. 

F. Respondent shall comply with the undertakings enumerated in Section III above. 

 
By the Commission. 

 

 

 
Vanessa A. Countryman 

Secretary 

 
 


	Legal_Standards_and_Violations
	Disgorgement_and_Civil_Penalties
	Commission_Consideration_of_ABB’s_Cooper