united states v. yazaki corporation · pdf file2:12-cr-20064-gcs-pjk doc # 6 filed 03/01/12 pg...

USDOJ: Antitrust Division : U.S. v. Yazaki Corporation

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2:12-cr-20064-GCS-PJK Doc # 6 Filed 03/01/12 Pg 1 of 23 Pg ID 19

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

UNITED STATES OF AMERICA,

v.

YAZAKI CORPORATION,

Defendant.

Criminal No.:

Filed:

Violation: 15 U.S.C. § 1

THREE COUNTS

----------------------------~/

PLEA AGREEMENT

The United States of America and Yazaki Corporation ("defendant"), a corporation

organized and existing under the laws of Japan, hereby enter into the following Plea Agreement

pursuant to Rule 11(c)(1)(C) of the Federal Rules of Criminal Procedure ("Fed. R. Crim. P."):

RIGHTS OF DEFENDANT

1. The defendant understands its rights:

( a) to be represented by an attorney;

(b) to be charged by Indictment;

(c) as a corporation organized and existing under the laws of Japan, to decline

to accept service of the Summons in this case, and to contest the jurisdiction of the

United States to prosecute this case against it in the United States District Court for the

Eastern District of Michigan;

(d) to plead not guilty to any criminal charge brought against it;

(e) to have a trial by jury, at which it would be presumed not guilty of the

charges and the United States would have to prove every essential element of the charged

offenses beyond a reasonable doubt for it to be found guilty;

(f) to confront and cross-examine witnesses against it and to subpoena

witnesses in its defense at trial;

(g) to appeal its conviction if it is found guilty; and

(h) to appeal the imposition of sentence against it.

AGREEMENT TO PLEAD GUILTY AND WAIVE CERTAIN RIGHTS

2. The defendant knowingly and voluntarily waives the rights set out in Paragraph

1 (b )-(g) above. The defendant also knowingly and voluntarily waives the right to file any

appeal, any collateral attack, or any other writ or motion, including but not limited to an appeal

under 18 U.S.C. § 3742, that challenges the sentence imposed by the Court if that sentence is

consistent with or below the recommended sentence in Paragraph 8 of this Plea Agreement,

regardless of how the sentence is determined by the Court. This agreement does not affect the

rights or obligations of the United States as set forth in 18 U.S.C. § 3742(b)-(c). Nothing in this

paragraph, however, shall act as a bar to the defendant perfecting any legal remedies it may

otherwise have on appeal or collateral attack respecting claims of ineffective assistance of

counselor prosecutorial misconduct. The defendant agrees that there is currently no known

evidence of ineffective assistance of counselor prosecutorial misconduct. Pursuant to Fed. R.

Crim. P. 7(b), the defendant will waive indictment and plead guilty to a three-count Information

to be filed in the United States District Court for the Eastern District o( Michigan. Count One of

the Information will charge the defendant with participating in a combination and conspiracy to

suppress and eliminate competition in the automotive parts industry by agreeing to rig bids for,

and to fix, stabilize, and maintain the prices of, automotive wire harnesses and related products

sold to certain automobile manufacturers in the United States and elsewhere, from at least as

2


early as January 2000 until at least February 2010, in violation of the Shennan Antitrust Act, 15

U.S.C. § 1. Count Two of the Infonnation will charge the defendant with participating in a

combination and conspiracy to suppress and eliminate competition in the automotive parts

industry by agreeing to rig bids for, and to fix, stabilize, and maintain the prices of, instrument

panel clusters sold to certain automobile manufacturers in the United States and elsewhere, from

at least as early as December 2002 until at least February 2010, in violation of the Shennan

Antitrust Act, 15 U.S.C. § 1. Count Three of the Infonnation will charge the defendant with

participating in a combination and conspiracy to suppress and eliminate competition in the

automotive parts industry by agreeing to fix, stabilize, and maintain the prices of fuel senders

sold to an automobile manufacturer in the United States and elsewhere, from at least as early as

March 2004 until at least February 2010, in violation of the Shennan Antitrust Act, 15 U.S.C.

§1.

3. The defendant, pursuant to the tenns of this Plea Agreement, will plead guilty to

the criminal charges described in Paragraph 2 above and will make a factual admission of guilt to

the Court in accordance with Fed. R. Crim. P. 11, as set forth in Paragraph 4 below.

FACTUAL BASIS FOR OFFENSES CHARGED

4. Had this case gone to trial, the United States would have presented evidence

sufficient to prove the following facts:

(a) As to Count One:

(i) For purposes of this Plea Agreement, the "relevant period" is that

period from at least as early as January 2000 until at least February 2010. During

the relevant period, the defendant was an entity organized and existing under the

laws of Japan, with its principal place of business in Tokyo, Japan. During the

3


relevant period, the defendant was a manufacturer of automotive wire harnesses

and related products, employing more than 5,000 individuals, and was engaged in

the sale of automotive wire harnesses and related products in the United States

and elsewhere. Automotive wire harnesses are automotive electrical distribution

systems used to direct and control electronic components, wiring, and circuit

boards. The following are defined as "related products" for the purposes of this

Plea Agreement automotive electrical wiring, lead wire assemblies, cable bond,

automotive wiring connectors, automotive wiring terminals, high voltage wiring,

electronic control units, fuse boxes, relay boxes, and junction blocks. During the

relevant period, the defendant's sales of automotive wire harnesses and related

products affecting certain automobile manufacturers in the United States and

elsewhere totaled approximately $2 billion.

(ii) During the relevant period, the defendant, through certain of its

officers and employees, including high-level personnel of the defendant,

participated in a conspiracy with other persons and entities engaged in the

manufacture and sale of automotive wire harnesses and related products, the

primary purpose of which was to rig bids for, and to fix, stabilize, and maintain

the prices of, automotive wire harnesses and related products sold to certain

automobile manufacturers in the United States and elsewhere. In furtherance of

the conspiracy, the defendant, through certain of its officers and employees,

engaged in discussions and attended meetings with co-conspirators involved in

the manufacture and sale of automotive wire harnesses and related products.

During such meetings and conversations, agreements were reached to allocate the 4


supply of automotive wire harnesses and related products sold to certain

automobile manufacturers on a model-by-model basis, rig bids quoted to certain

automobile manufacturers for automotive wire harnesses and related products,

and to fix, stabilize, and maintain the prices, including coordinating price

adjustments requested by certain automobile manufacturers, of automotive wire

harnesses and related products sold to certain automobile manufacturers in the

United States and elsewhere.

(iii) During the relevant period, automotive wire harnesses and related

products sold by one or more of the conspirator firms, and equipment and supplies

necessary to the production and distribution of automotive wire harnesses and

related products, as well as payments for automotive wire harnesses and related

products, traveled in interstate and foreign commerce. The business activities of

the defendant and its co-conspirators in connection with the production and sale

of automotive wire harnesses and related products that were the subject of this

conspiracy were within the flow of, and substantially affected, interstate and

foreign trade and commerce.

(iv) The conspiratorial meetings and conversations described above

took place in the United States and elsewhere, and automotive wire harnesses and

related products that were the subject of the conspiracy were sold to certain

automobile manufacturers by the defendant's United States subsidiary, which is

located in the Eastern District of Michigan.

(b) As to Count Two:

5



period from at least as early as December 2002 until at least February 2010.

During the relevant period, the defendant was an entity organized and existing

under the laws of Japan, with its principal place of business in Tokyo, Japan.

During the relevant period, the defendant was a manufacturer of instrument panel

clusters, also known as meters, employing more than 5,000 individuals, and was

engaged in the sale of instrument panel clusters in the United States and

elsewhere. Instrument panel clusters are the mounted array of instruments and

gauges housed in front of the driver of an automobile. During the relevant period,

the defendant's sales of instrument panel clusters affecting certain automobile

manufacturers in the United States and elsewhere totaled approximately $73

million.




manufacture and sale of instrument panel clusters, the primary purpose of which

was to rig bids for, and to fix, stabilize, and maintain the prices of, instrument

panel clusters sold to certain automobile manufacturers in the United States and

elsewhere. In furtherance of the conspiracy, the defendant, through certain of its

officers and employees, engaged in discussions and attended meetings with co-

conspirators involved in the manufacture and sale of instrument panel clusters.

During such meetings and conversations, agreements were reached to allocate the

supply of instrument panel clusters sold to certain automobile manufacturers on a 6


model-by-model basis, rig bids quoted to certain automobile manufacturers for

instrument panel clusters, and to fix, stabilize, and maintain the prices, including

coordinating price adjustments requested by certain automobile manufacturers, of

instrument panel clusters sold to certain automobile manufacturers in the United

States and elsewhere.

(iii) During the relevant period, instrument panel clusters sold by one

or more of the conspirator firms, and equipment and supplies necessary to the

production and distribution of instrument panel clusters, as well as payments for

instrument panel clusters, traveled in interstate and foreign commerce. The

business activities of the defendant and its co-conspirators in connection with the

production and sale of instrument panel clusters that were the subject of this

conspiracy were within the flow of, and substantially affected, interstate and

foreign trade and commerce.


took place in the United States and elsewhere, and instrument panel clusters that

were the subject of the conspiracy were sold to certain automobile manufacturers

by the defendant's United States subsidiary, which is located in the Eastern

District of Michigan.

(c) As to Count Three:


period from at least as early as March 2004 until at least February 2010. During

the relevant period, the defendant was an entity organized and existing under the

laws of Japan, with its principal place of business in Tokyo, Japan. During the 7


relevant period, the defendant was a manufacturer of fuel senders, employing

more than 5,000 individuals, and was engaged in the sale of fuel senders in the

United States and elsewhere. Fuel senders reside in the fuel tank of an

automobile and measure the amount of fuel in the tank. During the relevant

period, the defendant's sales of fuel senders affecting an automobile manufacturer

in the United States totaled approximately $1.6 million.




manufacture and sale of fuel senders, the primary purpose of which was to fix,

stabilize, and maintain the prices of fuel senders sold to an automobile

manufacturer in the United States and elsewhere. In furtherance of the

conspiracy, the defendant, through certain of its officers and employees, engaged

in discussions and attended meetings with a co-conspirator involved in the

manufacture and sale of fuel senders. During such meetings and conversations,

agreements were reached to fix, stabilize, and maintain the prices, including

coordinating price adjustments requested by an automobile manufacturer, of fuel

senders sold to an automobile manufacturer in the United States and elsewhere.

(iii) During the relevant period, fuel senders sold by one or more of the

conspirator firms, and equipment and supplies necessary to the production and

distribution of fuel senders, as well as payments for fuel senders, traveled in

interstate and foreign commerce. The business activities of the defendant and its

co-conspirators in connection with the production and sale of fuel senders that

8


were the subject of this conspiracy were within the flow of, and substantially

affected, interstate and foreign trade and commerce.


took place in Japan, and fuel senders that were the subject of the conspiracy were

sold to an automobile manufacturer by the defendant's United States subsidiary,

which is located in the Eastern District of Michigan.

POSSIBLE MAXIMUM SENTENCE

5. The defendant understands that the statutory maximum penalty which may be

imposed against it upon conviction for each violation of Section One of the Sherman Antitrust

Act is a fine in an amount equal to the greatest of:

(a) $100 million (15 U.S.C. § 1);

(b) twice the gross pecuniary gain the conspirators derived from the crime

(18 U.S.C. § 3571(c) and (d»; or

(c) twice the gross pecuniary loss caused to the victims of the crime by the

conspirators (18 U.S.C. § 3571(c) and (d».

6. In addition, the defendant understands that:

(a) pursuant to 18 U.S.C. § 3561(c)(I), the Court may impose a term of

probation of at least one year, but not more than five years, for each of the charged

crimes;

(b) pursuant to §8B 1.1 of the United States Sentencing Guidelines

("U.S.S.G.," "Sentencing Guidelines," or "Guidelines") or 18 U.S.C. § 3563(b)(2) or

3663(a)(3), the Court may order it to pay restitution to the victims of the offenses; and

9


(c) pursuant to 18 U.S.C. § 3013(a)(2)(B), the Court is required to order the

defendant to pay a $400 special assessment upon conviction for each of the charged

crimes.

SENTENCING GIDDELINES

7. The defendant understands that the Sentencing Guidelines are advisory, not

mandatory, but that the Court must consider the Guidelines in effect on the day of sentencing,

along with the other factors set forth in 18 U.S.C. § 3553(a), in determining and imposing

sentence. The defendant understands that the Guidelines determinations will be made by the

Court by a preponderance of the evidence standard. The defendant understands that although the

Court is not ultimately bound to impose a sentence within the applicable Guidelines range, its

sentence must be reasonable based upon consideration of all relevant sentencing factors set forth

in 18 U.S.C. § 3553(a).

SENTENCING AGREEMENT

8. Pursuant to Fed. R. Crim. P. 11(c)(I)(C), the United States and the defendant

agree that the appropriate disposition of this case is, and agree to recommend jointly that the

Court impose, a sentence requiring the defendant to pay to the United States a criminal fine of

$470 million, pursuant to 18 U.S.C. § 3571(d), payable in installments as set forth below with

interest accruing under 18 U.S.C. § 3612(f)(1)-(2) and no order of restitution ("the recommended

sentence"). The parties agree that there exists no aggravating or mitigating circumstance of a

kind, or to a degree, not adequately taken into consideration by the U.S. Sentencing Commission

in formulating the Sentencing Guidelines justifying a departure pursuant to U.S.S.G. §5K2.0.

The parties agree not to seek or support any sentence outside of the Guidelines range nor any

10


Guidelines adjustment for any reason that is not set forth in this Plea Agreement. The parties

further agree that the recommended sentence set forth in this Plea Agreement is reasonable.

(a) The United States and the defendant agree to recommend, in the interest of

justice pursuant to 18 U.S.C. § 3572(d)(I), that the fine be paid in the following

installments: within forty five (45) days of imposition of sentence -- $78,333,333.33 plus

any accrued interest; at the one-year anniversary of imposition of sentence

("anniversary") -- $78,333,333.33 plus any accrued interest; at the two-year anniversary -

- $78,333,333.33 plus any accrued interest; at the three-year anniversary -

$78,333,333.33 plus any accrued interest; at the four-year anniversary -- $78,333,333.33

plus any accrued interest; and at the five-year anniversary -- $78,333,333.35 plus any

accrued interest; provided, however, that the defendant shall have the option at any time

before the five-year anniversary of prepaying the remaining balance plus any accrued

interest then owing on the fine.

(b) The defendant understands that the Court will order it to pay a $400

special assessment for each offense charged in the Information, pursuant to 18 U.S.C.

§ 3013(a)(2)(B), in addition to any fine imposed.

(c) In light of the availability of civil causes of action, which potentially

provide for a recovery of a multiple of actual damages, the recommended sentence does

not include a restitution order for the offenses charged in the Information.

(d) Both parties will recommend that no term of probation be imposed, but the

defendant understands that the Court's denial of this request will not void this Plea

Agreement.

11


(e) The United States and the defendant jointly submit that this Plea

Agreement, together with the record that will be created by the United States and the

defendant at the plea and sentencing hearings, and the further disclosure described in

Paragraph 9, will provide sufficient information concerning the defendant, the crimes

charged in this case, and the defendant's role in the crimes to enable the meaningful

exercise of sentencing authority by the Court under 18 U.S.C. § 3553. The United States

and defendant agree to request jointly that the Court accept the defendant's guilty pleas

and impose sentence on an expedited schedule as early as the date of arraignment, based

upon the record provided by the defendant and the United States, under the provisions of

Fed. R. Crim. P. 32(c)(l)(A)(ii), U.S.S.G. §6Al.l, and Rule 32.1(h) of the Criminal

Local Rules. The Court's denial of the request to impose sentence on an expedited

schedule will not void this Plea Agreement.

(f) The United States contends that had this case gone to trial, the United

States would have presented evidence to prove that the gain derived from or the loss

resulting from the charged offenses is sufficient to justify the recommended sentence set

forth in this paragraph, pursuant to 18 U.S.C. § 357I(d). For purposes of this plea and

sentencing only, the defendant waives its rights to contest this calculation.

9. Subject to the full, truthful, and continuing cooperation of the defendant and its

subsidiaries, as defined in Paragraph 11 of this Plea Agreement, and before sentencing in the

case, the United States will fully advise the Court and the Probation Office of the fact, manner,

and extent of the defendant's and its subsidiaries' cooperation, and their commitment to

prospective cooperation with the United States' investigation and prosecutions, all material facts

relating to the defendant's involvement in the charged offenses and all other relevant conduct. 12


The United States and the defendant agree that the applicable Guidelines fine range exceeds the

fine contained in the recommended sentence set out in Paragraph 8 above. Subject to the full,

truthful, and continuing cooperation of the defendant, as defined in Paragraph 11 of this Plea

Agreement, and prior to sentencing in this case, the United States agrees that it will make a

motion, pursuant to U.S.S.G. §8C4.1, for a downward departure from the Guidelines fine range

and will request that the Court impose the recommended sentence set out in Paragraph 8 of this

Plea Agreement because of the defendant's substantial assistance in the government's

investigation and prosecutions of violations of federal criminal law in the automotive parts

industry.

10. The United States and the defendant understand that the Court retains complete

discretion to accept or reject the recommended sentence provided for in Paragraph 8 of this Plea

Agreement.

(a) If the Court does not accept the recommended sentence, the United States

and the defendant agree that this Plea Agreement, except for Paragraph 1 O(b) below, shall

be rendered void.

(b) If the Court does not accept the recommended sentence, the defendant will

be free to withdraw its guilty pleas (Fed. R. Crim. P. II(c)(5) and (d)). If the defendant

withdraws its pleas of guilty, this Plea Agreement, the guilty pleas, and any statement

made in the course of any proceedings under Fed. R. Crim. P. 11 regarding the guilty

pleas or this Plea Agreement, or made in the course of plea discussions with an attorney

for the government, shall not be admissible against the defendant in any criminal or civil

proceeding, except as otherwise provided in Federal Rule of Evidence 410. In addition,

the defendant agrees that, if it withdraws its guilty pleas pursuant to this subparagraph of 13


the Plea Agreement, the statute of limitations period for any offenses referred to in

Paragraph 13 of this Plea Agreement shall be tolled for the period between the date of the

signing of the Plea Agreement and the date the defendant withdrew its guilty pleas or for

a period of sixty (60) days after the date of the signing of the Plea Agreement, whichever

period is greater.

DEFENDANT'S COOPERATION

11. The defendant and its subsidiaries will cooperate fully and truthfully with the

United States in the prosecution of this case; the conduct of the current federal investigation of

violations of federal antitrust and related criminal laws involving the manufacture or sale of

automotive wire harnesses and related products, instrument panel clusters, or fuel senders; any

other federal investigation resulting therefrom; and any litigation or other proceedings arising or

resulting from any such investigation to which the United States is a party ("Federal

Proceeding"). The full, truthful, and continuing cooperation of the defendant and its subsidiaries

shall include, but not be limited to:

(a) producing to the United States all non-privileged documents, information,

and other materials, wherever located (and with translations into English when

requested), in the possession, custody, or control of the defendant or any of its

subsidiaries, requested by the United States in connection with any Federal Proceeding;

and

(b) using its best efforts to secure the full, truthful, and continuing

cooperation, as defined in Paragraph 12 of this Plea Agreement, of the current and former

directors, officers and employees of the defendant or any of its subsidiaries as may be

requested by the United States, but excluding Tsuneaki Hanamura, Kazuhiko Kashimoto, 14


Ryoji Kawai, Akira Kawakami, Shigeru Ogawa, Toshio Sudo, and Hisamitsu Takada,

including making these persons available in the United States and at other mutually

agreed-upon locations, at the defendant's expense, for interviews and the provision of

testimony in grand jury, trial, and other judicial proceedings in connection with any

Federal Proceeding.

12. The full, truthful, and continuing cooperation of each person described in

Paragraph 11 (b) above, will be subject to the procedures and protections of this paragraph, and

shall include, but not be limited to:

(a) producing in the United States and at other mutually agreed-upon

locations all non-privileged documents, including claimed personal documents and other

materials, wherever located (and with translations into English when requested),

requested by attorneys and agents of the United States;

(b) making himself or herself available for interviews in the United States and

at other mutually agreed-upon locations, not at the expense of the United States, upon the

request of attorneys and agents of the United States;

(c) responding fully and truthfully to all inquiries of the United States in

connection with any Federal Proceeding, without falsely implicating any person or

intentionally withholding any information, subject to the penalties of making false

statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503, et seq.);

(d) otherwise voluntarily providing the United States with any non-privileged

material or information not requested in (a) - (c) of this paragraph that he or she may have

that is related to any Federal Proceeding;

15


(e) when called upon to do so by the United States in connection with any

Federal Proceeding, testifying in grand jury, trial, and other judicial proceedings in the

United States fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C.

§ 1621), making false statements or declarations in grand jury or court proceedings (18

U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. §

1503, et seq.); and

(f) agreeing that, if the agreement not to prosecute him or her in this Plea

Agreement is rendered void under Paragraph 14( c), the statute of limitations period for

any Relevant Offense as defined in Paragraph 14(a) shall be tolled as to him or her for the

period between the date of the signing of this Plea Agreement and six (6) months after the

date that the United States gave notice of its intent to void its obligations to that person

under the Plea Agreement.

GOVERNMENT'S AGREEMENT

13. Upon acceptance of the guilty pleas called for by this Plea Agreement and the

imposition of the recommended sentence, and subject to the cooperation requirements of

Paragraph 11 of this Plea Agreement, the United States agrees that it will not bring further

criminal charges against the defendant or its subsidiaries for any act or offense committed before

the date of this Plea Agreement that was undertaken in furtherance of an antitrust conspiracy

involving the manufacture or sale of automotive wire harnesses and related products, instrument

panel clusters, or fuel senders. The nonprosecution terms of this paragraph do not apply to civil

matters of any kind, to any violation of the federal tax or securities laws or to any crime of

violence.

16


14. The United States agrees to the following:

(a) Upon the Court's acceptance of the guilty pleas called for by this Plea

Agreement and the imposition of the recommended sentence and subject to the exceptions

noted in Paragraph 14( c), the United States will not bring criminal charges against any

current or former director, officer or employee of the defendant or its subsidiaries for any

act or offense committed before the date of this Plea Agreement and while that person was

acting as a director, officer or employee of the defendant or its subsidiaries that was

undertaken in furtherance of an antitrust conspiracy involving the manufacture or sale of

automotive wire harnesses and related products, instrument panel clusters, or fuel senders

("Relevant Offense"), with the exception that the protections granted in this paragraph

shall not apply to Tsuneaki Hanamura, Kazuhiko Kashimoto, Ryoji Kawai, Akira

Kawakami, Shigeru Ogawa, Toshio Sudo, and Hisamitsu Takada;

(b) Should the United States determine that any current or former director,

officer, or employee of the defendant or its subsidiaries may have information relevant to

any Federal Proceeding, the United States may request that person's cooperation under the

terms of this Plea Agreement by written request delivered to counsel for the individual

(with a copy to the undersigned counsel for the defendant) or, if the individual is not

known by the United States to be represented, to the undersigned counsel for the

defendant;

(c) If any person requested to provide cooperation under Paragraph 14(b) fails

to comply with his or her obligations under Paragraph 12, then the terms of this Plea

17


Agreement as they pertain to that person, and the agreement not to prosecute that person

granted in this Plea Agreement, shall be rendered void;

(d) Except as provided in Paragraph 14( e), information provided by a person

described in Paragraph 14(b) to the United States under the terms of this Plea Agreement

pertaining to any Relevant Offense, or any information directly or indirectly derived from

that information, may not be used against that person in a criminal case, except in a

prosecution for perjury (18 U.S.C. § 1621), making a false statement (18 U.S.C. § 1001),

making a false statement or declaration in grand jury or court proceedings (18 U.S.C.

§ 1623), or obstruction of justice (18 u.s.c. § 1503, et seq.);

(e) If any person who provides information to the United States under this Plea

Agreement fails to comply fully with his or her obligations under Paragraph 12 of this

Plea Agreement, the agreement in Paragraph 14( d) not to use that information or any

information directly or indirectly derived from it against that person in a criminal case

shall be rendered void;

(f) The nonprosecution terms of this paragraph do not apply to civil matters of

any kind, to any violation of the federal tax or securities laws, or to any crime of

violence; and

(g) Documents provided under Paragraphs 11 (a) and 12( a) shall be deemed

responsive to outstanding grand jury subpoenas issued to the defendant or any of its

subsidiaries.

15. The United States agrees that when any person travels to the United States for

interviews, grand jury appearances, or court appearances pursuant to this Plea Agreement, or for

18


meetings with counsel in preparation therefor, the United States will take no action, based upon

any Relevant Offense, to subject such person to arrest, detention or service of process, or to

prevent such person from departing the United States. This paragraph does not apply to an

individual's commission ofpeIjury (18 U.S.C. § 1621), making a false statement (18 U.S.C.

§ 1001), making false statements or declarations in grand jury or court proceedings (18 U.S.C.

§ 1623), obstruction of justice (18 U.S.C. § 1503, et seq.) or contempt (18 U.S.C. §§ 401-402) in

connection with any testimony or information provided or requested in any Federal Proceeding.

16. The defendant understands that it may be subject to administrative action by

federal or state agencies other than the United States Department of Justice, Antitrust Division,

based upon the convictions resulting from this Plea Agreement, and that this Plea Agreement in

no way controls whatever action, if any, other agencies may take. However, the United States

agrees that, if requested, it will advise the appropriate officials of any governmental agency

considering such administrative action of the fact, manner and extent of the cooperation of the

defendant and its subsidiaries as a matter for that agency to consider before determining what

administrative action, if any, to take.

REPRESENTATION BY COUNSEL

17. The defendant has been represented by counsel and is fully satisfied that its

attorneys have provided competent legal representation. The defendant has thoroughly reviewed

this Plea Agreement and acknowledges that counsel has advised it of the nature of the charges,

any possible defenses to the charges, and the nature and range of possible sentences.

19


VOLUNTARY PLEA

18. The defendant's decision to enter into this Plea Agreement and to tender pleas of

guilty is freely and voluntarily made and is not the result of force, threats, assurances, promises,

or representations other than the representations contained in this Plea Agreement. The United

States has made no promises or representations to the defendant as to whether the Court will

accept or reject the recommendations contained within this Plea Agreement.

VIOLATION OF PLEA AGREEMENT

19. The defendant agrees that, should the United States determine in good faith, during

the period that any Federal Proceeding is pending, that the defendant or any of its subsidiaries has

failed to provide full, truthful, and continuing cooperation, as defined in Paragraph 11 of this Plea

Agreement, or has otherwise violated any provision of this Plea Agreement, the United States will

notify counsel for the defendant in writing by personal or overnight delivery or facsimile

transmission and may also notify counsel by telephone of its intention to void any of its

obligations under this Plea Agreement (except its obligations under this paragraph), and the

defendant and its subsidiaries shall be subject to prosecution for any federal crime of which the

United States has knowledge including, but not limited to, the substantive offenses relating to the

investigation resulting in this Plea Agreement. The defendant agrees that, in the event that the

United States is released from its obligations under this Plea Agreement and brings criminal

charges against the defendant or its subsidiaries for any offense referred to in Paragraph 13 of this

Plea Agreement, the statute of limitations period for such offense shall be tolled for the period

between the date of the signing of this Plea Agreement and six (6) months after the date the

United States gave notice of its intent to void its obligations under this Plea Agreement.

20


20. The defendant understands and agrees that in any further prosecution of it or its

subsidiaries resulting from the release of the United States from its obligations under this Plea

Agreement, because of the defendant's or its subsidiaries' violation of the Plea Agreement, any

documents, statements, information, testimony, or evidence provided by it, its subsidiaries, or

current or former directors, officers, or employees of it or its subsidiaries to attorneys or agents of

the United States, federal grand juries or courts, and any leads derived therefrom, may be used

against it or its subsidiaries in any such further prosecution. In addition, the defendant

unconditionally waives its right to challenge the use of such evidence in any such further

prosecution, notwithstanding the protections of Federal Rule of Evidence 410.

ENTIRETY OF AGREEMENT

21. This Plea Agreement constitutes the entire agreement between the United States

and the defendant concerning the disposition of the criminal charges in this case. This Plea

Agreement cannot be modified except in writing, signed by the United States and the defendant.

22. The undersigned is authorized to enter this Plea Agreement on behalf of the

defendant as evidenced by the Confirmation of Grant of the Board of Directors of the defendant

attached to, and incorporated by reference in, this Plea Agreement.

23. The undersigned attorneys for the United States have been authorized by the

Attorney General of the United States to enter this Plea Agreement on behalf of the United States.

24. A facsimile or PDF signature shall be deemed an original signature for the purpose

of executing this Plea Agreement. Multiple signature pages are authorized for the purpose of

executing this Plea Agreement.

21


•

DATED: -r;. (11/' C. r 7 j 0, :;J. 0/ L

C> BY: ( ./rAUv" ~ vl'(',

C>- n BY: ( ./rAUv""· .J..&. ek' xL

7 Takao Takao Soeda Soeda SenSeniioor r Managing Managing Director Director YazakYazak i i Corporation Corporation

OY: BY: /Lfo~ . ohn M. Major;;;;;::---../" ones Day ~

51 51 LLououiisiasianna a AvAvenue, enue, N.\\', N. W. Washington, Washington, D.C. D.C. 2000 2000 I I TTeel.: l. : (202) (202) 879879-39-3939 39

MMiicchhelle el le KK. . Fischer Fischer StepheSlephen n JJ. . SqSq uucreri i JJones ones Day Day 90 90 I I Lakeside Lakeside Avenue A venue CClleveevelandland, , 011 OH 44144 114 14 Tel.: Tel.: (216) (216) 586586-39-3939 39

CounseCounsel l for for YazakYazaki i CoCorprporaoratitioon n

By:Lt/L By:Lt/L Kat hryn Hellings SShanhane e Cralle Cralle MaManhew nhew LLuunder nder Trial Tria l AttornAttorneys eys UniteUnited d States States Department Department of of JustJustAntitAntit rrust ust DD iivivissiion on 450 450 FFiifth fth SSirtreet, eet, NW NW Suite Suite 11300 11300 Washiilgion, Washingion, DD.C. .C. 20530 20530 Tel.: Tel.: (202) (202) 307-6694 307-6694

ice

2:12-cr-20064-GCS-PJK Doc # 6 Filed 03/01/12 Pg 22 of 23 Pg ID 40 •

7

~

Kat hryn Hellings

ice

CONFIRMATION OF GRANT

The Board of Directors ofYazaki Corp.(''YAZAKI''), certifies that, at the Board of Director's meeting convened on January 10th, 2012,YAZAKI's Board of Directors:

(1) RESOLVED that the execution, delivery and performance of the Plea Agreement between Y AZAKI and the United States Department of Justice ("DOl") be approved, in substantially the form presented to the Board of Directors; and

(2) AUTHORIZED, EMPOWERED AND DIRECTED, for and on behalf ofY AZAKI, Takao Soeda, Senior Managing Director of Y AZAKI, responsible for Compliance, as a representative of YAZAKI,

• to execute and deliver, with power to act alone, the Plea Agreement; • to represent Y AZAKI at any hearing in order to waive any and all rights of

Y AZAKI referred to in the Plea Agreement and to plead guilty at such hearing, in accordance with the terms therein; and

• to prepare and deliver or cause to be prepared and delivered, and to execute all documents, and take or cause to be taken such further actions as he may deem necessary, appropriate and advisable to fully effectuate the intent of the foregoing resolution and authorizations, and to comply with the provisions of any of the documents and instruments approved or authorized by the Board of Directors at their January 10,2012 meeting.

January 12,2012

Shinji Yazaki Yazaki Corporation

•

CU-I9S4841vI


UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION UNITED STATES OF AMERICA v. YAZAKI CORPORATION, Defendant.

, Criminal No.: 2:12-cr-20064-DML-MKM

Filed: 1/30/2012

Count I: 15 U.S.C. § 1 Count II: 15 U.S.C. § 1 Count III: 15 U.S.C. § 1

__________________________________/

INFORMATION

COUNT ONE CONSPIRACY TO RESTRAIN TRADE

(15 U.S.C. § 1) THE UNITED STATES, ACTING THROUGH ITS ATTORNEYS, CHARGES:

Defendant and Co-Conspirators

1. Yazaki Corporation (“Defendant”) is a corporation organized and existing under

the laws of Japan with its principal place of business in Tokyo, Japan. During the period covered

by this Count, Defendant was engaged in the business of manufacturing and selling automotive

wire harnesses and related products, instrument panel clusters, and fuel senders to certain

automobile manufacturers for installation in vehicles manufactured and sold in the United States

and elsewhere.

2. Various corporations and individuals, not made defendants in this Count,

participated as co-conspirators in the offense charged in this Count and performed acts and made

statements in furtherance of it.

3. Whenever in this Count reference is made to any act, deed, or transaction of any

corporation, the allegation means that the corporation engaged in the act, deed, or transaction by

2

or through its officers, directors, employees, agents, or other representatives while they were

actively engaged in the management, direction, control, or transaction of its business or affairs.

Background of the Offense

4. During the period covered by this Count, Defendant and its co-conspirators

supplied automotive wire harnesses and related products to certain automobile manufacturers for

installation in vehicles manufactured and/or sold in the United States and elsewhere. During the

period covered by this Count, Defendant and its co-conspirators manufactured automotive wire

harnesses and related products (a) in the United States for installation in vehicles manufactured

and sold in the United States, (b) in Japan for export to the United States and installation in

vehicles manufactured and sold in the United States, and (c) in Japan for installation in vehicles

manufactured in Japan for export to and sale in the United States.

5. Automotive wire harnesses are automotive electrical distribution systems used to

direct and control electronic components, wiring, and circuit boards. The following are defined

as “related products” for the purposes of this Information: automotive electrical wiring, lead wire

assemblies, cable bond, automotive wiring connectors, automotive wiring terminals, electronic

control units, fuse boxes, relay boxes, and junction blocks. When purchasing automotive wire

harnesses and related products, automobile manufacturers issue Requests for Quotation

(“RFQs”) to automotive parts suppliers on a model-by-model basis for model specific parts.

Automotive parts suppliers submit quotations, or bids, to the automobile manufacturers in

response to RFQs, and the automobile manufacturers award the business to the selected

automotive parts supplier for the lifespan of the model, which is usually four to six years.

Typically, the bidding process for a particular model begins approximately three years prior to

3

the start of production. Japanese automobile manufacturers procure parts for U.S.-manufactured

vehicles both in Japan and the United States.

Conspiracy to Restrain Trade

6. From at least as early as January 2000 and continuing until at least February 2010,

the exact dates being unknown to the United States, Defendant and its co-conspirators

participated in a combination and conspiracy to suppress and eliminate competition in the

automotive parts industry by agreeing to rig bids for, and to fix, stabilize, and maintain the prices

of, automotive wire harnesses and related products sold to certain automobile manufacturers in

the United States and elsewhere. The combination and conspiracy engaged in by Defendant and

its co-conspirators was in unreasonable restraint of interstate and foreign trade and commerce in

violation of the Sherman Antitrust Act, 15 U.S.C. § 1.

7. The charged combination and conspiracy consisted of a continuing agreement,

understanding, and concert of action among Defendant and its co-conspirators, the substantial

terms of which were to rig bids for, and to fix, stabilize, and maintain the prices of, automotive

wire harnesses and related products sold to certain automobile manufacturers in the United States

and elsewhere.

Manner and Means of the Conspiracy

8. For purposes of forming and carrying out the charged combination and

conspiracy, Defendant and its co-conspirators did those things that they combined and conspired

to do, including, among other things:

a. participating in meetings, conversations, and communications in the

United States and Japan to discuss the bids and price quotations to be submitted to certain

automobile manufacturers in the United States and elsewhere;

4

b. agreeing, during those meetings, conversations, and communications, on

bids and price quotations to be submitted to certain automobile manufacturers in the

United States and elsewhere;

c. agreeing, during those meetings, conversations, and communications, to

allocate the supply of automotive wire harnesses and related products sold to certain

automobile manufacturers in the United States and elsewhere on a model-by-model basis;

d. agreeing, during those meetings, conversations, and communications, to

coordinate price adjustments requested by certain automobile manufacturers in the United

States and elsewhere;

e. submitting bids, price quotations, and price adjustments to certain

automobile manufacturers in the United States and elsewhere in accordance with the

agreements reached;

f. selling automotive wire harnesses and related products to certain

automobile manufacturers in the United States and elsewhere at collusive and

noncompetitive prices;

g. accepting payment for automotive wire harnesses and related products

sold to certain automobile manufacturers in the United States and elsewhere at collusive

and noncompetitive prices;

h. engaging in meetings, conversations, and communications in the United

States and elsewhere for the purpose of monitoring and enforcing adherence to the

agreed-upon bid-rigging and price-fixing scheme; and

i. employing measures to keep their conduct secret, including but not limited

to using code names and meeting at private residences or remote locations.

5

Trade and Commerce

9. During the period covered by this Count, Defendant and its co-conspirators sold

to certain automobile manufacturers located in various states in the United States substantial

quantities of automotive wire harnesses and related products shipped from outside the United

States and from other states in a continuous and uninterrupted flow of interstate and foreign trade

and commerce. In addition, substantial quantities of equipment and supplies necessary to the

production and distribution of automotive wire harnesses and related products sold by Defendant

and its co-conspirators, as well as payments for automotive wire harnesses and related products

sold by Defendant and its co-conspirators, traveled in interstate and foreign trade and commerce.

The business activities of Defendant and its co-conspirators in connection with the production

and sale of automotive wire harnesses and related products that were the subject of the charged

conspiracy were within the flow of, and substantially affected, interstate and foreign trade and

commerce.

Jurisdiction and Venue

10. The combination and conspiracy charged in this Count was carried out, at least in

part, in the Eastern District of Michigan within the five years preceding the filing of this

Information.

COUNT TWO CONSPIRACY TO RESTRAIN TRADE



11. Each and every allegation contained in paragraphs 1 through 3 of Count One of

this Information is realleged and reasserted here as if fully set forth in this Count.

6



supplied instrument panel clusters to certain automobile manufacturers for installation in

vehicles manufactured and/or sold in the United States and elsewhere. During the period

covered by this Count, Defendant and its co-conspirators manufactured instrument panel clusters

(a) in the United States for installation in vehicles manufactured and sold in the United States,

(b) in Japan for export to the United States and installation in vehicles manufactured and sold in

the United States, and (c) in Japan for installation in vehicles manufactured in Japan for export to

and sale in the United States.

13. Instrument panel clusters, also known as meters, are the mounted array of

instruments and gauges housed in front of the driver of an automobile. When purchasing

instrument panel clusters, automobile manufacturers issue RFQs to automotive parts suppliers on

a model-by-model basis for model specific parts. Automotive parts suppliers submit quotations,

or bids, to the automobile manufacturers in response to RFQs, and the automobile manufacturers

award the business to the selected automotive parts supplier for the lifespan of the model, which

is usually four to six years. Typically, the bidding process for a particular model begins

approximately three years prior to the start of production. Japanese automobile manufacturers

procure parts for U.S.-manufactured vehicles both in Japan and the United States.


14. From at least as early as December 2002 and continuing until at least February

2010, the exact dates being unknown to the United States, Defendant and its co-conspirators


automotive parts industry by agreeing to rig bids for, and to fix, stabilize, and maintain the prices

7

of, instrument panel clusters sold to certain automobile manufacturers in the United States and

elsewhere. The combination and conspiracy engaged in by Defendant and its co-conspirators

was in unreasonable restraint of interstate and foreign trade and commerce in violation of the

Sherman Antitrust Act, 15 U.S.C. § 1.



terms of which were to rig bids for, and to fix, stabilize, and maintain the prices of, instrument

panel clusters sold to certain automobile manufacturers in the United States and elsewhere.





a. participating in meetings, conversations, and communications in the

United States and Japan to discuss the bids and price quotations to be submitted to certain

automobile manufacturers in the United States and elsewhere;


bids and price quotations to be submitted to certain automobile manufacturers in the

United States and elsewhere;


allocate the supply of instrument panel clusters products sold to certain automobile

manufacturers in the United States and elsewhere on a model-by-model basis;

8

d. agreeing, during those meetings, conversations, and communications, to

coordinate price adjustments requested by certain automobile manufacturers in the United


e. submitting bids, price quotations, and price adjustments to certain

automobile manufacturers in the United States and elsewhere in accordance with the

agreements reached;

f. selling instrument panel clusters to certain automobile manufacturers in

the United States and elsewhere at collusive and noncompetitive prices;

g. accepting payment for instrument panel clusters sold to certain automobile

manufacturers in the United States and elsewhere at collusive and noncompetitive prices;

h. engaging in meetings, conversations, and communications in the United

States and elsewhere for the purpose of monitoring and enforcing adherence to the

agreed-upon bid-rigging and price-fixing scheme; and

i. employing measures to keep their conduct secret, including but not limited

to using code names and meeting at private residences or remote locations.

Trade and Commerce


to certain automobile manufacturers located in various states in the United States substantial

quantities of instrument panel clusters shipped from outside the United States and from other

states in a continuous and uninterrupted flow of interstate and foreign trade and commerce. In

addition, substantial quantities of equipment and supplies necessary to the production and

distribution of instrument panel clusters sold by Defendant and its co-conspirators, as well as

payments for instrument panel clusters sold by Defendant and its co-conspirators, traveled in

interstate and foreign trade and commerce. The business activities of Defendant and its co-

9

conspirators in connection with the production and sale of instrument panel clusters that were the

subject of the charged conspiracy were within the flow of, and substantially affected, interstate

and foreign trade and commerce.




Information.

COUNT THREE CONSPIRACY TO RESTRAIN TRADE



19. Each and every allegation contained in paragraphs 1 through 3 of Count One of

this Information is realleged and reasserted here as if fully set forth in this Count.



supplied fuel senders to an automobile manufacturer for installation in vehicles manufactured

and/or sold in the United States and elsewhere. During the period covered by this Count,

Defendant and its co-conspirators manufactured fuel senders (a) in the United States for

installation in vehicles manufactured and sold in the United States and (b) in Japan for export to

the United States and installation in vehicles manufactured and sold in the United States.

21. Fuel senders reside in the fuel tank of an automobile and measure the amount of

fuel in the tank. When purchasing fuel senders, automobile manufacturers issue RFQs to

automotive parts suppliers on a model-by-model basis for model specific parts. Automotive

10

parts suppliers submit quotations, or bids, to the automobile manufacturers in response to RFQs,

and the automobile manufacturers award the business to the selected automotive parts supplier

for the lifespan of the model, which is usually four to six years. Typically, the bidding process

for a particular model begins approximately three years prior to the start of production. Japanese

automobile manufacturers procure parts for U.S.-manufactured vehicles both in Japan and the

United States.


22. From at least as early as March 2004 and continuing until at least February 2010,

the exact dates being unknown to the United States, Defendant and its co-conspirators


automotive parts industry by agreeing to fix, stabilize, and maintain the prices of fuel senders

sold to an automobile manufacturer in the United States and elsewhere. The combination and

conspiracy engaged in by Defendant and its co-conspirators was in unreasonable restraint of

interstate and foreign trade and commerce in violation of the Sherman Antitrust Act, 15 U.S.C.

§ 1.



terms of which were to to fix, stabilize, and maintain the prices of fuel senders sold to an

automobile manufacturer in the United States and elsewhere.





11

a. participating in meetings, conversations, and communications in Japan to

discuss the price quotations to be submitted to an automobile manufacturer in the United



price quotations to be submitted to an automobile manufacturer in the United States and

elsewhere;


coordinate price adjustments requested by an automobile manufacturer in the United


d. submitting price quotations and price adjustments to an automobile

manufacturer in the United States and elsewhere in accordance with the agreements

reached;

e. selling fuel senders to an automobile manufacturer in the United States

and elsewhere at collusive and noncompetitive prices; and

f. accepting payment for fuel senders sold to an automobile manufacturer in

the United States and elsewhere at collusive and noncompetitive prices.

Trade and Commerce


to an automobile manufacturer located in various states in the United States substantial quantities

of fuel senders shipped from outside the United States and from other states in a continuous and

uninterrupted flow of interstate and foreign trade and commerce. In addition, substantial

quantities of equipment and supplies necessary to the production and distribution of fuel senders

sold by Defendant and its co-conspirators, as well as payments for fuel senders sold by

Defendant and its co-conspirators, traveled in interstate and foreign trade and commerce. The

12

business activities of Defendant and its co-conspirators in connection with the production and

sale of fuel senders that were the subject of the charged conspiracy were within the flow of, and

substantially affected, interstate and foreign trade and commerce.




Information.

ALL IN VIOLATION OF TITLE 15, UNITED STATES CODE, SECTION 1.

Dated: _January 30, 2012_____

_________/s/________________ Sharis A. Pozen Acting Assistant Attorney General Antitrust Division United States Department of Justice /s/ Scott D. Hammond Deputy Assistant Attorney General Antitrust Division United States Department of Justice __________/s/________________ John F. Terzaken, III Director of Criminal Enforcement Antitrust Division United States Department of Justice

_________/s/_____________ Lisa M. Phelan Chief, National Criminal Enforcement Section Antitrust Division United States Department of Justice

_________/s/_____________ Kathryn Hellings Shane Cralle Matthew Lunder Trial Attorneys National Criminal Enforcement Section Antitrust Division United States Department of Justice 450 5th St. NW, Suite 11300 Washington, DC 20530-0001 Tel: (202) 307-0934