u.s. v. alcoa world alumina (plea agreement)

7/27/2019 U.S. v. Alcoa World Alumina (Plea Agreement)

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UNITED STATESDISTRICTCOURT THEWESTERN DISTRICTOFPENNSYLVANIA

UNITEDSTATES OFAMERICACRIMINALNO.

v.

ALCOAWORLD ALUMINA LLC,

Defendant.

Count FCPAAnti-BriberyProvision,

15 U.S.C. 78dd-2 18 U.S.C. 2

P L E A A G R E E ME N T

TheUnitedStatesofAmerica,by and through the Fraud SectionoftheCriminalDivision

oftheUnitedStatesDepartment of Justice and theUnitedStatesAttorney'sOfficefor the

Districtof Pennsylvania (the"UnitedStates"or the "Department"), and the defendant,

AlcoaWorldAluminaLLC(the "Defendant"), by and through its undersigned attorneys, and

throughits authorized representative, pursuant to authority granted by Defendant's Board of

Member Representatives, hereby submit and enter into this plea agreement (the "Agreement"),

pursuant to Rule ofthe Federal Rules ofCriminalProcedure. The terms andconditionsofthisAgreement are asfollows:

Pursuant to Fed. R.Crim.P. the Defendant agreesto waive itsrighttograndjuryindictment and itsrightto challenge venue in theDistrictCourt for the Western

Districto f Pennsylvania, and to pleadguiltyto a one-countInformationcharging the Defendant

withone count ofviolatingthe anti-bribery provisionsofthe Foreign Corrupt Practices Act of

("FCPA"),as amended, Title UnitedStatesCode, Section 78dd-2, andTitle United

TheDefendant's Agreement


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StatesCode, Section2. Uponacceptanceby the Courtof thisAgreement, the Defendant further

agreesto persist in that plea through sentencing and, as setforthbelow, to cooperate fully with

the Department in its investigation intoallmatters related to the conduct charged in the

Information.

2. The Defendantunderstandsandagreesthat this Agreement is between the

Department and the Defendant anddoesnotbindany otherdivisionor sectionofthe Department

ofJustice or any other federal,state,orlocalprosecuting, administrative, or regulatory authority.

Nevertheless, the Department willbringthis Agreement and the cooperationofthe Defendant, its

director indirect affiliates, subsidiaries, andmajority shareholder to the attention of other

prosecuting authorities or otheragencies,i frequested by the Defendant.

The Defendantagreesthat this Agreementwil lbe executed by an authorized

corporate representative. The Defendant furtheragreesthat a resolutiondulyadopted by the

Defendant's Board of Member Representatives, attached to this Agreement asExhibit 1, or in

similarform,authorizes the Defendant to enter into this Agreement and take all necessarysteps

to effectuate this Agreement, and that the signatures on this Agreement by the Defendant and its

counsel are authorized by the Defendant's Board of Member Representatives on behalfof the

Defendant. In connectionwiththis Agreement, the Defendant wi l l also provide to the

Department acertified resolutionofthe Board ofDirectorsofAlcoa Inc., attached asExhibit2

hereto, or in similarform,that provides thatAlcoa Inc. ("Alcoa"),and its subsidiaries, divisions,

groups and affiliates, except for the Defendant,agreeto certain undertakings as setforth inthis

Agreement inexchangefor theUnitedStates'agreement in paragraph 20.

4. Except as may otherwise be agreed by the parties hereto in connectionwitha

particulartransaction, the Defendantagreesthat if ,at any timewhilethe Defendant has


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obligationsunder this Agreement, the Defendant sells, merges, or transfers allor substantially all

of itsbusinessoperations as they exist asofthedateo fthisAgreement, whether such sale(s)

is/are structured as a stock orassetsale, merger, or transfer, the Defendant shall include in any

contract for sale, merger, or transfer aprovisionfullybindingthe purchaser(s) or any

successor(s)in interest thereto to theguaranteesandobligationsdescribed inthis Agreement.

5. The Defendant waives any statute oflimitationswithregard to any conduct

relatingto corrupt payments and related internal accounting controls or books and records

violationsas dateofthis Agreement through the full termofthe Defendant's probation anduntilall ofthe Defendant's obligationsunder this Agreement have been satisfied.

6. The Defendantagreesandrepresentsthat it has the full legalright,power, and

authorityto enter intoand performall ofits obligations under this Agreement.

7. The Defendantagreesto pay theUnitedStatesacriminal inthe amount of$209,000,000 in equal annual installments of Thefirstpayment shall be madein full on or before the tenth (10)businessday after thedateofthe entryo fthe judgment of

convictionfollowingthe Defendant's sentencing, and the second,third,fourthand fifth

payments shall be due infull, respectively, on thefirst, second,third,and fourth-year

anniversaries ofthe entryo fthe judgment ofconviction. The Defendantagreestowire transfer

thesepayments to the Clerk ofthe Court for theUnitedStatesDistrictCourt for the Western

Districto fPennsylvania. The Defendant furtheragreesto pay the Clerkofthe Court for the

UnitedStatesDistrictCourt for the WesternDistrictof Pennsylvania the mandatory special

assessmentof$400withinten businessdays fromthedateof entry ofthe judgment ofconviction. The Defendant acknowledges that no tax deductions may be sought in connection

withthe payment ofthe


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As a resultofthe conduct as setforth inthe Statement of Facts,attached asExhibit3 hereto, the partiesagreethe Departmentcouldinstituteaciviland/or

criminalforfeiture action against certain funds held by the Defendant and that such fundswould

beforfeitablepursuant toTitle UnitedStatesCode, Section andTitle28,UnitedStatesCode, Section The Defendant hereby acknowledges that at least wasinvolved intransactions described inExhibit3inviolationofTitle UnitedStatesCode,Section78dd-2 andTitle UnitedStatesCode, Section2. The Defendant herebyagreestoadministrativelyforfeitto theUnitedStatesthe sum of $14,000,000 (the "ForfeitureAmount").

The Defendant andAlcoaherebyagreethat,inthe event the funds used to pay the Forfeiture

Amountare notdirectlytraceable to the transactions, the monies used to pay the Forfeiture

Amountshall be considered substituteresfor the purpose offorfeitureto theUnitedStates

pursuant toTitle UnitedStatesCode, Section and the Defendant andAlcoareleaseanyandallright,title,interest, and claims they may have to such funds. Toaccomplishthis

administrativeforfeiture,the Defendantagreesto pay the ForfeitureAmountplus any associated

transferfeeswithinten(10)business daysofthe date ofentryofthejudgmentofconviction

followingthe Defendant's sentencing by check orwiretransfer made payable to theUnited

StatesInternalRevenueService-Criminal Investigation. The Defendant andAlcoaagreeto sign

anyadditionaldocumentsnecessaryto completeforfeiture ofthefunds. The Defendant and

Alcoatake nopositionas to thedispositionofthe funds after payment andwaiveany statutory or

proceduralnotice requirementswithrespect to theUnited dispositionofthefunds. TheDefendant andAlcoa knowinglyandvoluntarilywaive anyclaimor defense they may have

under theEighthAmendmentoftheUnitedStatesConstitution,includinganyclaimof excessive

fineorpenaltywithrespect to theforfeited assets. Inthe event ofabreachofthisAgreement,


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the Defendant andAlcoaacknowledge that theUnitedStatesmaypursueadditionalciviland

criminalforfeiture inexcessofthe Forfeiture Amount.

9. The Defendantagreesto abide byallterms and obligationsofthis Agreement as

described herein,including,but notlimitedto, the following:

a. to pleadguiltyas setforth inthis Agreement;

b. to abide by all sentencing stipulations contained in this Agreement;

c. toappear,through itsdulyappointed representatives, as ordered for all

courtappearances,and obey any other ongoing court order in this matter;

d. to commit no further crimes;

e. to betruthful atalltimeswiththe Court;

f. to pay the applicable and specialassessment;andg. to continue to participate in and abide by the Corporate Compliance

Program established byAlcoa,whichAlcoahasseparately agreedto continue to implement and

maintain,attached asExhibit4.

The Defendant agreesto continue tocooperatefully withthe Department, the

InternalRevenueService-CriminalInvestigationsDivision(the"IRS"),the Federal Bureau of

Investigation(the"FBF'),and the U.S. Securities and Exchange Commission (the "SEC") in a

manner consistentwithapplicable law and regulations, in any and all matters relating to the

conduct described in this Agreement andExhibit3, and other conduct under investigationby the

Department that has commenced before or during the termofthisAgreement,untilthedateupon

whichallinvestigations and prosecutions arising out of such conduct are concluded, whether or

notthoseinvestigations and prosecutions are concludedwithinthe term of Defendant's probation

inparagraph Attherequestof the Department, the Defendant shallalso cooperate fully


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withforeign law enforcement authorities andagenciesand theMultilateralDevelopment Banks

("MDBs"). Such cooperation shall include, but not belimitedto, the following:

a. The Defendant shall, to the extent consistent withthe foregoing, truthfully

disclose to the Department allfactualinformationnot protected by avalidclaimo f attorney-

client privilegeorworkproduct doctrine protectionwithrespectto the activitiesDefendant, Alcoaand their affiliates, theirpresentand former member representatives, directors,

officers,employees,agents,consultants, contractors, and subcontractors, concerningallmatters

relatingto corrupt payments to foreignpublicofficials or to employees ofprivatecustomersor

concerning related internal controls or books and records violationsaboutwhichthe Defendant

orAlcoahaveany knowledge and aboutwhichthe Department, theFBI,the IRS, the SEC, or, at

therequestofthe Department, any foreign law enforcement authorities andagenciesandMDBs,

shallinquire;

b. The Defendant shall provide to the Department, uponrequest,any non-

privilegedor non-protected document, record, or other tangible evidence relating to such corrupt

payments to foreignpublicofficials or to employees of privatecustomersaboutwhichthe

aforementioned authorities andagenciesshall inquireofthe Defendant, to the directionofthe Department; and

c. The Defendant shallensurethat the Department is givenaccessto all

current, and to the extent possible, former member representatives, officers, employees,agents,

and consultants of the Defendant andAlcoafor interviews and testimony in theUnitedStates

relatingto such payments.

The Defendantagreesthat i f itor any ofitsdirect or indirect affiliates or

subsidiariesissuesapressreleaseor holds apressconference in connectionwiththis Agreement,


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the Defendant shallfirstconsultwiththe Department to determine whether (a) the textreleaseor proposedstatementsat anypressconference are true andaccuratewithrespectto

matters between the Department and the Defendant andAlcoa;and (b) the Department has no

objectionto thereleaseor statement. Statementsat anypressconference concerning this matter

shallbe consistentwiththispressrelease.

Alcoa's Agreement

12. Inexchangefor theUnitedStates'agreement inparagraph Alcoaagreesthat itand its subsidiaries, divisions, groups and affiliates will fulfill the commitments and be bound to

the terms outlined inparagraphs8, 9(g), and 13 to 19 of this Agreement and inExhibits2 and 4

attached hereto.

Alcoaagreestoguarantee,secureandensuredelivery by the Defendant of all

payments duefromthe Defendant under the Agreement;provided,however, that suchguarantee

shallbe expressly conditioned upon the Court'sacceptanceofthe Agreement and entryjudgment consistentwith all ofthe Agreement. Alcoaacknowledges that no taxdeductions may be sought in connectionwiththe payment

Alcoaagreesnot to institute or participate in any proceeding to interferewith,

alter, or bar enforcement of any penalty, specialassessmentor forfeiture order imposed onthe Defendant pursuant to this Agreement pursuant to the automatic stay or otherprovisionUnitedStatesBankruptcy Code.

Except as may otherwise be

by the parties hereto in connectionwitha

particulartransaction,Alcoaagreesthat if ,at any timewhile Alcoa stillhas obligations and

commitments to theUnitedStatesas set forth inthis Agreement,Alcoasells, merges, or transfers

all or substantially all ofitsbusinessoperations as they exist as date Agreement,


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whether such sale(s) is/are structured as a stock orassetsale, merger, or transfer,Alcoashall

includein any contract for sale, merger, or transfer aprovisionfully bindingthe purchaser(s) or

any in interest thereto to theguaranteesandobligationsdescribed in this Agreement.Alcoaagreesthat i t and its subsidiaries,divisions,groups and affiliates shall

continue to cooperate fully on matters and in a manner substantiallysimilarto the cooperation

requiredoftheDefendant in paragraphs withthe Department, theIRS,theFBI,and theSEC. Such cooperation shall be in a manner consistentwithapplicable law and regulations.

Thisincludes cooperatingfullyin anyinvestigationofAlcoaand its subsidiaries, divisions,

groups andaffiliates,and any ofitspresent and formerofficers,directors, employees,agentsand

consultants, or any other party, in any andallmattersrelatingto this Agreement andExhibit3.

Alcoaagreesthat i f itor any ofitsdirect or indirect affiliates or subsidiaries

issuesapressreleaseor holds apressconference in connectionwiththis Agreement,Alcoashall

first consultwiththe Department to determine whether (a) the text of thereleaseor proposed

statementsat anypressconference are true and accurate withrespect to matters between the

Department and the Defendant andAlcoa;and (b) the Department has no objection to therelease

orstatement. Statements at anypressconference concerning this matter shall be consistent with

thispressrelease.

Other than as may benecessarywithrespect todefenseo fcivil litigationor

arbitration relatingto this matter,Alcoawaivesallrights,whetherasserteddirectlyor by a

representative, to request or receivefromany department or agency oftheUnitedStatesany

records pertaining to theinvestigationor prosecution case,includingwithoutlimitationany records that may be sought under the Freedom ofInformationAct, Title5,UnitedStates

Code, Section 552, or the PrivacyAct, Title5,UnitedStatesCode, Section 552a.


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Alcoawaives alldefenses basedon thestatuteoflimitations,venue,speedytrial

under theUnitedStatesConstitutionand theSpeedyTrialAct, and any and all constitutional and

defenseswithrespectto any prosecution ofAlcoathat is not time-barred on

thedatethat this Agreement is signed related to or arisingfromthe conduct charged in the

Informationto be filedagainst the Defendant, in the event thatAlcoa failstofulfill its

commitments as setforth in this Agreement for anyreason,provided such prosecution is brought

withinone year of such breach or failure plus the remaining time periodof thestatuteo f

limitationsas of thedatethat this Agreement is signed.

The United Agreement20. Inexchangefor theguiltyplea ofthe Defendant and the complete fulfillmentof

all of the Defendant's and Alcoa's obligations as setforthin this Agreement, the Department

agreesthat itwil lnot file additionalcriminalchargesagainst the Defendant orAlcoa,or any of

theirdirect or indirect affiliates or subsidiaries, relating to (a) any ofthe conduct described in the

Statement of Facts, attached asExhibit3, or thecriminalinformation filedpursuant to this

Agreement or (b)informationdisclosed by the Defendant orAlcoato the Departmentpriorto the

dateofthisAgreement. This paragraphdoesnot provide any protection against prosecution for

any corrupt payments, false accounting, or failure to implement internal controls or

circumventionofinternalcontrols,if any, madeinthe future by the Defendant orAlcoa. This

Agreementdoesnot close or preclude the investigation or prosecution of any naturalpersons,

includingany officers, directors, member representatives, employees, agents,or consultants of

the Defendant orAlcoa,who mayhave beeninvolvedin any ofthe matters setforth in the

Information,Statement of Facts, or in any other matters.


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FactualBasis

The Defendant is pleadingguiltybecauseit isguiltyof the charge contained in the

Information. The Defendant admits,agrees,and stipulatesonlythat the factual allegationswith

respect to its conduct as setforth inthe Statement of Facts, attached hereto asExhibit3 and

incorporated herein, are true and correct, that it is responsible for theactsofitsofficers and

employees describedinthe Statement of Facts, and that the Statement ofFactsaccurately reflects

the Defendant's criminalconduct.

Defendant's WaiverofRights, Includingthe Right to Appeal

22. Federal Rule ofCriminalProcedure and Federal RuleofEvidence limittheadmissibilityo fstatementsmade in the course ofplea proceedings or plea discussions in both

civilandcriminalproceedings, i ftheguiltyplea is laterwithdrawn. The Defendant expressly

warrants that it has discussed theseruleswithits counsel and understands them. Solely to the

extent setforthbelow,the Defendantvoluntarilywaives and gives up the rights enumerated in

Federal Rule ofCriminalProcedure and Federal Rule of Evidence Specifically, theDefendant understands andagreesthat anystatementsthat it makes in the course ofitsguilty

plea or in connectionwiththe Agreement are admissible against it for any purpose in any U.S.

federalcriminalproceeding if,even though the Department has fulfilled allo fitsobligations

under this Agreement and the Court has imposed the agreed-upon sentence,the Defendant

nevertheless withdrawsitsguiltyplea.

23. The Defendant is satisfied that the Defendant's attorneys have rendered effective

assistance. The Defendant understands that by enteringintothis Agreement, the Defendant

surrenders certain rights as providedinthis Agreement. The Defendant understands that the

rightsofcriminaldefendants include the following:


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a. I f the Defendant had persisted in a plea of notguiltyto the charges, the

Defendantwouldhave therightto aspeedyjurytrial withtheassistanceofcounsel. Thetrial

may be conducted by a judgesitting withoutajury i fthe Defendant, theUnitedStates,and the

Courtallagree.

b. At atrial,theUnitedStateswouldbe required to present its witnesses and

other evidence against the Defendant. The Defendantwouldbe able to confront and cross-

examineadversewitnesses. Inturn,the Defendantcould,butwouldnot be requiredto,present

witnesses and other evidence on itsownbehalf. I fthe witnesses for the Defendantwouldnot

appearvoluntarily,the Defendantcouldrequire theirattendancethrough the subpoena power of

the Court.

c. At atrial,no inference ofguiltcouldbe drawnfromthe Defendant's

refusalto present evidence. However,i fthe Defendant desired to do so, itcould present

evidence on itsownbehalf.

24. The Defendant also understands thatTitle UnitedStatesCode, Section 3742,affordsa defendant therightto appeal thesentence imposed. Nonetheless, the Defendant

knowinglywaives therightto appeal theconvictionandsentenceimposed by the Court,

providedthat suchsentenceis consistentwiththe terms Agreement, in exchange forconcessions made by theUnitedStatesinthis Agreement. This Agreementdoesnot affect the

rightsorobligationsoftheUnitedStatesas setforthinTitle UnitedStatesCode, Section3742(b).

25. The Defendant is also aware that theUnitedStatesConstitutionand the laws of

theUnitedStatesaffordthe Defendant therightto contest or"collaterallyattack" itsconviction

orsentenceafter theconvictionhas become final. Knowingthat, the Defendant knowingly


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waives therightto contest or"collaterallyattack" the Defendant's plea,conviction,andsentence,

providedthat suchsentenceis consistentwiththe termsofthis Agreement, bymeanspost-convictionproceeding.

26. Other than as may benecessarywithrespect todefenseofcivillitigationor

arbitration relatingto this matter, the Defendant also hereby waivesallrights,whetherasserted

directlyor by a representative, to request or receive fromany department or agency UnitedStatesany records pertaining to theinvestigationor prosecutionofthiscase,including without

limitationany records that may be sought under the Freedom ofInformationAct, Title5,United

StatesCode, Section 552, or the PrivacyAct, Title5,UnitedStatesCode, Section 552a.

27. The Defendant waives alldefenses basedon the statute oflimitationsand venue

withrespect to any prosecution that is not time-barred on thedatethat this Agreement is signed

inthe event that: (a) theconvictionis later vacated for any reason; (b) the Defendant or Alcoa

violatesthis Agreement; or (c) the plea is laterwithdrawn,provided such prosecution is brought

withinone year of any such vacation ofconviction,violationof agreement, orwithdrawalofplea

plus the remaining time period statute oflimitationsasofthedatethat this Agreement issigned. The Department free to take anypositionon appeal or any other post-judgment matter.

28. The Defendant waives alldefensesto its conduct charged inthe Information

basedon venue,speedytrialunder the UnitesStatesConstitutionand the SpeedyTrialAct,and

any and allconstitutionalandnon-jurisdictional defects.

29. The Defendant acknowledges that no threats have been made against the

Defendant and that the Defendant is pleadingguiltyfreely andvoluntarilybecausethe Defendant

isguilty.


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Penalty

30. The statutorymaximumsentencethat the Court can impose for aviolationofTitle

UnitedStatesCode, Section 78dd-2, is a of $2,000,000 ortwicethegrosspecuniary gainorgrosspecuniary loss resultingfromthe offense, whichever isgreatest,Title UnitedStatesCode, Section and(d); years' probation,Title UnitedStatesCode, Section

and a mandatory specialassessmentof $400,Title18,UnitedStatesCode, Section

3013(a)(2)(B).

The Defendant hereby stipulates andagreesnot to institute or participate in any

proceeding to interferewith,alter, or bar enforcement of anyfine,penalty, specialassessmentor

forfeiture order pursuant to the automatic stay or otherprovisiono ftheUnitedStatesBankruptcy

Code.

32. The Defendantagreesthatnothingi nthis Agreement is intended toreleasethe

Defendant fromany and allofthe Defendant's excise and income taxliabilitiesand reporting

obligationsfor any and all income not properly reported and/or legallyorillegallyobtained or

derived.

Sentencing Recommendation

TheUnitedStatesand the Defendantagreethat pursuant to UnitedStates v.

Booker,543 U.S. 220 (2005), the Court must determine an advisory sentencing guidelinerange

pursuant to theUnitedStatesSentencing Guidelines. The Court wil lthen determine areasonable

sentencewithinthe statutoryrangeafter considering the advisory sentencing guidelinerangeand

the factors listed inTitle 18,UnitedStatesCode, Section 3553(a). The parties' agreement herein

toany guideline sentencing factors constitutesproofofthosefactors sufficient to satisfy the

applicable burden of proof.


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34. The UnitedStatesand the Defendantagreethat afaithful applicationofthe

UnitedStatesSentencing Guidelines (U.S.S.G.) to determine the applicable rangeyields thefollowing analysis:

a. The 2012 U.S.S.G. are applicable to this matter.

b. Offense Based upon U.S.S.G. 2C1.1,the total offense level is 48,calculated as follows:

(a)(2) BaseOffense Level

(1) MultipleBribes

Value of benefit received

Morethan $400,000,000

Offense involvedahigh-leveldecision-making

public official

TOTAL

c. BaseFine. Based upon U.S.S.G. 8C2.4(a)(l) and 2Cl.l(d),thebase

fineis $446,000,000 (the pecuniary gainfrom the offense)

d. CulpabilityScore. Based upon U.S.S.G.

the culpabilityscoreis5, calculated as follows:

(a) BaseCulpabilityScore 5

(4) the organization had 50 or more employees and

anindividualwithinsubstantial authority

personnel participatedin,condoned, or was

willfully ignorantofthe offense +2

(g)(1) The organizationfullycooperated in the

investigationand clearly demonstrated recognitionand affirmativeacceptanceof responsibilityfor its

criminalconduct

-2

12

+2

+30

+4

48

TOTAL 5


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Calculationo fFine Range:

BaseFine $446,000,000

Multipliers 1.0(min)/2.0(max)

Fine Range $446,000,000 / $892,000,000

35. Pursuant to Rule Federal Rules ofCriminalProcedure, theUnitedStatesand the Defendantagreethat thefollowingrepresentsthe appropriatedisposition

of thecase:

Defendantagreethat the appropriatedispositiono fthiscaseis, andagreeto recommendjointly,

that the Court impose asentencerequiringthe Defendant to pay to theUnitedStatesacriminal

fineof $209,000,000. Becausethe immediate paymentofthe entirefine "wouldposean undue

burden on" the Defendant andAlcoa,U.S.S.G. 8C3.2(b),theUnitedStatesand the Defendant

agreethat the entire shall be paid in equal annual installments of withthefirstpayment due infull on or before the tenth businessday after thedateof the entry ofthe judgment ofconviction. Thereafter, the second,third,fourthandfifth payments shall each be

due infull,respectively, on thefirst, second,third,and fourth-year anniversaries ofthedateof

the entryo fjudgment ofconviction("the recommended sentence"). TheUnitedStatesand the

Defendant have agreed that afineof $209,000,000 is the appropriatedispositionbasedon the

following factors andthosein U.S.C.3553(a): (a) the impact of a penalty withintheguidelinesrange on thefinancial conditionofthe Defendant's majority shareholder, Alcoa,and

itspotential to "substantiallyjeopardiz[e]"Alcoa'sabilityto compete,seeU.S.S.G. 8C3.3(b),

including,but notlimitedto, itsabilitytofundits sustaining andimprovingcapital expenditures,

a. Fine. Pursuant to Fed. R.Crim.P. theUnitedStatesand the


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itsabilityto invest inresearchand development, itsabilityto fund its pension obligations, and its

abilityto maintainnecessarycashreservesto fund its operations andmeetitsliabilities;(b) the

significant remedy being imposed on the Defendant's majorityshareholder,Alcoa, by the U.S.

Securities andExchangeCommission for Alcoa's conduct inthis matter; (c) after learningallegations of FCPAviolations,Alcoa's Board of Directors appointed a Special Committee of

the Board of Directors tooverseean internal investigation by independent counsel; (d) the

substantial cooperation provided to the Department by the Defendant's majorityshareholder,

Alcoa,including conducting an extensive internal investigation,voluntarilymakingemployees

available for interviews, andcollecting,analyzing, and organizing voluminous evidence and

informationfor the Department; (e) the remedial efforts already undertaken and to be undertaken

bythe Defendant's majorityshareholder,Alcoa, which affect both the Defendant's operations

andthoseofAlcoa, includingthehiringof new senior legal and ethics and compliance officers

and the implementation ofenhanceddue diligence reviews ofthe retentionofthird-partyagents

and consultants; and (f) Alcoa'sseparatecommitment to ensuring that its anti-corruption

compliance programwil lbe maintained to continue to satisfy theminimumelementsset forthin

Exhibit4 to this Agreement.

b. Mandatory SpecialAssessment. The Defendant shall pay to the Clerk of

the Court for the UnitedStatesDistrictCourt for the WesternDistrictof Pennsylvania withinten

businessdaysofthedateofthe entry of the judgment ofconvictionthe mandatory special

assessmentof $400.

c. A Term of Four Years Probation. A four-year termofprobation shall be

imposed on the Defendant. The term of probation shall include the following mandatory and

discretionary special conditions,pursuantto 18 U.S.C. 3563(a) and (b): (i) The Defendant


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shallnot commit another federal,stateorlocalcrime;(ii)the Defendant shall provide the

probationofficer withanyinformationor documents requested by the probationofficer; (iii)the

Defendant shallnotify the Court of any materialchangeinthe Defendant's economic

circumstances that might affect the Defendant's abilityto pay the fines and other financial

obligationssetforthherein; and(iv)the Defendant shall pay thecriminal setforthinparagraph 35(a) above.

d. Court NotBound. This Agreement is presented to the Court pursuant to

Fed. R.Crim.P. The Defendantunderstandsthat, i fthe Court rejects thisAgreement, the Court must: (a)informthe parties that the Court rejects the Agreement; (b)

advise the Defendant's counsel that the Court is not required tofollowthe Agreement and afford

the Defendant theopportunitytowithdrawits plea; and (c) advise the Defendant that i fthe plea

isnotwithdrawn,the Court maydisposeofthiscaselessfavorably toward the Defendant than

the Agreement contemplated. I fthe Court this Agreement pursuant to Fed. R.Crim.P.theUnitedStatesand the Defendantagreethat the Defendant wi l lbeallowedto

withdrawits plea, and that neither the Defendant nor theUnitedStatesshall be bound by the

provisionsofthisAgreement. I fthe Defendantwithdrawsits plea ofguiltyunder the

circumstances described in the immediately precedingsentence,this Agreement, theguiltyplea,

and any statementmadein thecourseof any proceeding under Fed. R.Crim.P. regarding theguiltyplea or this Agreement, ormadeinthecourseofplea discussions withan attorney for the

UnitedStates,shall not be admissible against the Defendant in anycriminalorcivil proceeding.

The Defendant, however, alsounderstandsthat i fthe Courtacceptsthis Agreement, the Court is

bound by the sentencing provisionsinparagraphs35(a), (b) and (c).


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36. The parties furtheragree,withthe permission of the Court, to waive the

requirement ofapre-sentenceinvestigationreport pursuant to Federal Rule ofCriminal

Procedure 32(c)(l)(A)(ii),basedon afindingby the Court that the record contains information

sufficient toenablethe Court to meaningfully exercise its sentencing power. The partiesagree,

however, that in the event the Court orders the preparation of apre-sentenceinvestigationreport

priorto sentencing, such orderwi l lnot affect the Agreement set forthherein. Inthe event the

Courtso orders, the Department wil l fully informthe preparer of thepre-sentencereport and the

Courtofthe facts and law related to the Defendant's case.

37. The parties furtheragreeto ask the Court's permission to combine the entryplea and sentencing into one proceeding, and to conduct the plea and sentencing hearings Defendant in one proceeding. The partiesagree,however, that inthe event the Court orders that

the entry guiltyplea and sentencing hearing occur atseparateproceedings, such an orderwillnot affect the Agreement setforthherein.

Breachof Agreement

38. The Defendantagreesthat if itbreachesthe terms ofthis Agreement, commits any

federal crimesubsequentto thedateofthis Agreement, or has provided or provides deliberately

false, incomplete, or misleadinginformationin connectionwiththis Agreement, the Department

may, in its sole discretion, characterize such conduct as a breach Agreement. Inthe eventofsuch a breach, (a) the Departmentwil lbe free fromits obligations under the Agreement and

may take whateverpositionit believes appropriate as to thesentence;(b) the Defendant wil lnot

havetherighttowithdrawtheguiltyplea; (c) the Defendant shall befully subject tocriminal

prosecution for any other crimes that it has committed,if any, includingperjury and obstruction

ofjustice;and (d) the Departmentwil lbe free to use against the Defendant, directly and


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indirectly,in anycriminalorcivilproceeding any informationor materials provided by theDefendant andAlcoapursuant to this Agreement, aswellas the admitted Statement of Facts.

39. In the event of a breach ofthis Agreement by the Defendant, i fthe Department

electsto pursuecriminalchargesor anycivilor administrative action that was notfiledas a

result of this Agreement, then:

a. The Defendantagreesthat any applicablestatuteoflimitationsistolled

between thedateofthe Defendant's signingofthis Agreement and the discovery by the

Department of any breach by the Defendant, plus one year; and

b. The Defendant gives up alldefenses basedon thestatuteoflimitations

relatingto the facts and conduct describedinthe Statement ofFactsand thecriminal information

tobefiledagainst the Defendant pursuant to this Agreement, anyclaimof delay,or anyspeedytrialclaimwithrespectto any such prosecution or action, except to the extent that

suchdefensesexisted asofthedateofthe signingofthis Agreement.


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Complete Agreement

40. This documentstatesthe fullextent ofthe agreement between the parties. There

are no other promises or agreements, expressorimplied. Any modification Agreementshallbevalidonly i fsetforthinwritingin a supplemental or revised plea agreement signed by

allparties.

AGREED:

FOR ALCOAWORLDALUMINA LLC:

Date:January

Date:January

By:

By:

DECHERTBy: Robert J.Jossen

No. 1393719Jonathan R. StreeterN Y No. 5034186Counsel for

AlcoaWorldAlumina LLC

THE DEPARTMENTOFJUSTICE:

JEFFREYH . KNOX

Chief,Fraud Section

CriminalDivision,Department of Justice

By:

AdamG.DeputyChief, Fraud SectionNY ID No. 2657567

AndrewN .Gentin

DC ID No. 459889

AllanJ. Medina

AndrewH .Warren

TrialAttorneys,Fraud Section

By:

DAVID J. IIICKTON

AttorneyPA No. 34524

Date: January 2014


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OF F I C ER ' S C E R T I F I C A T E

I have read this Agreement and carefully reviewed every part ofitwithoutside counsel

for AlcoaWorldAluminaLLC (the "Defendant"). I understand the terms ofthisAgreement and

voluntarilyagree,on behalf of the Defendant, to each ofits terms. Before signing this

Agreement, I consulted outside counsel for the Defendant. Counselfullyadvised meof the

rightsofthe Defendant, ofpossibledefenses, ofthe Sentencing Guidelines' provisions, and of

theconsequencesof enteringintothis Agreement.

I have carefully reviewed the terms Agreementwiththe BoardofMemberRepresentatives of the Defendant. I have advised andcausedoutside counsel for the Defendant

to advise the Board ofMemberRepresentatives fully ofthe rights of the Defendant, of possible

defenses, ofthe Sentencing Guidelines' provisions, ando ftheconsequenceso f enteringintothe

Agreement.

I have read this Statement ofFactsand carefully reviewed every part o fitwithoutside

counsel for the Defendant. Ivoluntarilyagree,on behalfofthe Defendant, that the Statement of

Facts, to the extentinvolvingthe conductofthe Defendant, is true and accurate.

No promises or inducements have been made other thanthosecontained in this

Agreement. Furthermore, no one has threatened or forced me, or to my knowledge any person

authorizingthis Agreement on behalf ofthe Defendant, in any way to enterintothis Agreement.

I am also satisfiedwithoutside counsel's representation inthismatter. Icertifythat I am

/ / /


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Secretary ofAlcoaWorldAluminaLLCand that Ihave beendulyauthorized by the Defendant

toexecute this Agreement on behalfofthe Defendant.

Date: January ft , 2014

ALCOAWORLDALUMINA LLC

Secretary


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C E R T I F I C A T E OFCOUNSE L

We are counsel for AlcoaWorldAluminaLLC(the "Defendant") in the matter covered

bythis Agreement. In connectionwithsuch representation, wehaveexamined the relevant

documentsandhave discussedthetermsofthis Agreement withthe Defendant's Board of

MemberRepresentatives. Basedon our review of the foregoing materials anddiscussions,we

are of the opinion that therepresentativeof the Defendant signing this Agreement hasbeenduly

authorized toenterinto this Agreement on behalf Defendant and that this Agreement hasbeenduly andvalidlyauthorized, executed, and delivered on behalf of the Defendant and is a

validand binding obligationofthe Defendant. Further, wehavecarefully reviewed thetermsof

this Agreement withthe BoardofMemberRepresentativesand the Legal Counsel and Company

SecretaryofAlcoaWorldAluminaLLC. Wehavefully advised themofthe rightsDefendant, of possibledefenses, Sentencing Guidelines' provisions and of theconsequencesof entering into this Agreement.

Wehavecarefully reviewed theabove StatementofFactswithour client. To our

knowledge, the decision of the Defendant to stipulate tothesefacts, to the extent involvingthe

conduct Defendant, basedon the authorization Board of MemberRepresentatives,isan informed and voluntary one.

Toour knowledge, the decisiono fthe Defendant toenterinto this Agreement,basedon

the authorizationofthe Board of MemberRepresentatives,is an informed and voluntary one.

Date: January , 2014

By: Robert J.Jossen

JonathanR.Streeter

Counsel for AlcoaWorldAlumina LLC


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E X H IB IT1

C E R T I F I C A T E OF CORPORATE RESOLUTIONSO F

A L C O A WORLD ALUMINA L L C

A copyofthe executed Certificate of Corporate Resolutions ofAlcoaWorldAlumina

LLC is annexed hereto asExhibit


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A L C O A W O R L D ALUMINA L L C

C E R T I F I C A T E OF C O R P O R A T E RESOLUTIONS

I , Jeffrey D. Heeter, do hereby certify that I am the Secretary ofAlcoa World Alumina

LLC(the "Company"), a majority-owned subsidiary ofAlcoaInc. formed under the lawsStateof Delaware and maintaining its principal place ofbusinessin Pittsburgh, Pennsylvania,

and that the following is an accurate excerpt of certain resolutions adopted by the Board ofMember Representatives of the Company at a meeting held on December 9, atwhich aquorumwaspresent:

WH EREAS, the Board of Member Representatives of the Company has

been informed by its counsel of a proposed settlement with the United States

Department of Justice ("DOJ") in relation to certain matters which have been

under investigation by DOJ (the "Proposed Settlement"), and the key terms of the

Proposed Settlementhave beenreviewedwiththe members of the Board;

WH EREAS,the Proposed Settlement contemplates:

(1) The Company pleading guilty to one count ofviolating the anti-

bribery provisions of the Foreign Corrupt Practices Act of as amended,pursuant to a plea agreement withthe DOJ (the "Plea Agreement");

(2) the government and the Company agreeing to recommend to the

Court a of $209,000,000 payable in equal annual installments of$41,800,000, as appropriate under the circumstances; and the Company agreeing

topay to theUnited Statesan administrative, non-refundable forfeiture amount of

$14,000,000;

(3) the Court retaining the ability toacceptor the terms of thePlea Agreement under Fed. R.Crim.P.

(4) imposition on the Company of certain commitments set out in the

Plea Agreement;

(5) the Company agreeing to include in any agreement for the sale,

merger or transfer ofallor substantially all ofitsbusinessoperations as they exist

onthedate Plea Agreement the requirement that thesuccessororpurchasercompany abide by the commitments set out inclauses(2) and (4) above; and

(6) The Company agreeing to (a) a knowing waiver of its rights to a

speedy trialpursuant to the SixthAmendment to theUnited StatesConstitution,Title United States Code, Section and Federal Rule of CriminalProcedure (b) a knowing waiver forpurposes of the Plea Agreement andany charges by the United States arising out of the conduct described in the

Statement ofFacts attached to the Plea Agreement or the criminal Information

any with respectto venue, andconsentsto the entry of aguiltyplea, asprovided pursuant to the terms of the Plea Agreement, in the United States

DistrictCourt for the WesternDistrictof Pennsylvania; and (c) aknowingwaiver

of anydefenses basedon thestatuteo flimitationsfor any prosecution relating to

the conduct described i n the Statement of Facts, criminalInformation,or relating


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to conduct known to the DOJpriorto thedateonwhichthe Plea Agreement was

signed that is not time-barred by the applicablestatuteoflimitationson thedateof

the signingofthe Plea Agreement.

NOW, T HE RE FO RE , BE IT:

R E S O L V E D , that the Board of Member Representatives Company,after thorough consideration ofal l relevantissues,includingconsidering thecostsand benefits of settlement, and considering the advice and conclusions of outside

legalcounsel and management, deemsit advisable and in thebestinterests of the

Company and its relevant constituencies for the Board of Member

Representatives to approve the key terms of the Proposed Settlement that have

beenreviewedwiththe Board at this meeting, and such key terms ProposedSettlement be and they hereby are approved substantially as presented at this

meeting; and

F U R T H E R R E S O L V E D , that the proper officers and Member

Representatives of the Company, and counsel for the Company, are eachhereby

authorized and directed to execute and deliver allagreements, instruments anddocuments, and to take such other and further actions whichin theopinionof any

of them may be necessary or desirable to achieve the purposes of or to

consummate the Proposed Settlement and the resolution of the investigation of

past payments and practices referenced in the Plea Agreement, including

appearing before the United States District Court for the Western District of

Pennsylvania to enter a plea ofguiltyon behalf of the Company andaccept the

sentence Court, the taldng of any such action or the execution and deliveryof any such agreements, instruments or documents to be conclusive evidence of

the authority to take, execute or deliver thesame.

I further certify that the aforesaid resolutionshavenotbeenamended or revoked in any

respectand remain infullforce and effect on thedateof thiscertification.

IN WITNESS W H E R E O F , Ihaveexecuted this Certificate on January 8,

Jeffrey D. Heeter

Secretary

AlcoaWorldAlumina LLC

Signed before me this dayNotary inand for the ofPennsylvania , / /

2014.

NotarialJennifer Notary Public

of Pittsburgh, Allegheny CountyCommission June6, 2017

OF


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E X H IB IT2

C E R T I F I C A T E OF CORPORATE RESOLUTIONSOF

A L C O A INC.

Acopy of the executed Certificate of Corporate Resolutions ofAlcoaInc. is annexed

heretoasExhibit2.


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ALCOA INC.

C E R T I F I C A T E OF CORPORATE RESO LUTIO NS

I , Brenda A. Hart, do hereby certify that I am an Assistant Secretary ofAlcoaInc. (the

"Company"), a company incorporated under the laws of the Commonwealth of Pennsylvania,and that the following is an accurate excerpt o f certain resolutions adopted by the Board of

Directors of the Company at a meeting held on December 6, at which a quorum waspresent:

WHEREAS, the Board ofDirectorsof the Company has been informed

by its counsel of a proposed settlement with the United StatesDepartment of

Justice ("DOJ") inrelationto certain matterswhichhave been underinvestigation

by DOJ (the "Proposed Settlement"), and the key terms of the Proposed

Settlement have been reviewedwiththe members ofthe Board;

WHEREAS, the Proposed Settlement contemplates:

(1) The Company's majority-owned affiliated entity, Alcoa World

Alumina LLC, pleading guilty to one count of violating the anti-bribery

provisionsof the Foreign Corrupt Practices Act of as amended, pursuant toa plea agreementwiththe DOJ (the "PleaAgreement");

(2) the government and Alcoa World Alumina LLC agreeing to

recommend to the Court a of $209,000,000, payable in equal annualinstallmentsof $41,800,000 byAlcoa World Alumina LLC as appropriate under

the circumstances; andAlcoaWorldAluminaLLC agreeing to pay to theUnited

Statesanadministrative,non-refundableforfeiture amount of $14,000,000;

(3) the Court retaining the ability to accept or the terms of thePlea Agreement under Fed. R.Crim.P.

(4) impositionof certain commitments set out in the Plea Agreement

on the Company and onAlcoa World Alumina LLC, including the Company's

guaranteeto theUnited Statesof the payment byAlcoa World Alumina LLC of

the fine and forfeiture amount to be imposed onAlcoa WorldAlumina LLC under the Plea Agreement and the continued implementation and

maintenance of ananti-corruption compliance program as specified by the Plea

Agreement;

(5) the Company agreeing to include in any agreement for the sale,

merger or transfer ofall or substantially all ofitsbusinessoperations as they exist

on thedateof the Plea Agreement the requirement that thesuccessoror purchaser

company abide by the commitments set out inclauses(2) and (4) above; and

(6) The Company agreeing to (a) aknowingwaiver of its rights to a

speedy trialpursuant to the SixthAmendment to theUnited StatesConstitution,

Title 18, United States Code, Section 3161, and Federal Rule of Criminal


29/52

Procedure 48(b); (b) aknowingwaiver forpurposesof the Plea Agreement and

any charges by the United States arising out of the conduct described in the

Statement ofFacts attached to the Plea Agreement or criminal Information any

objectionwithrespect to venue in theUnitedStatesDistrictCourt for the Western

Districtof Pennsylvania; and (c) aknowingwaiver of anydefenses basedon the

statute oflimitationsfor any prosecution relating to the conduct described in theStatement of Facts, criminalInformation,orrelatingto conductknownto the DOJ

priorto thedateonwhichthe Plea Agreement was signed that is not time-barred

by the applicable statute of limitations on the date of the signing of the Plea

Agreement.

NOW, TH ER EF OR E, BE IT:

R E S O L V E D , that the Board ofDirectorsof the Company, after thorough

consideration ofallrelevantissues,includingconsidering thecostsand benefits of

settlement, and considering the advice and conclusions of outside legal counsel

and management, and upon the recommendation of the Special Committee

comprisingthe Senior Advisors to the Board,deemsit advisable and in thebest

interests of the Company and its relevant constituencies for the Board ofDirectors

to approve the key terms ofthe Proposed Settlement that have been reviewedwith

the Board at this meeting, and such key terms of the Proposed Settlement be and

they hereby are approved substantially as presented at this meeting; and

F U R T H E R R E S O L V E D , that the proper officers of the Company and

counsel for the Company are each hereby authorized and directed to take such

actions as are necessary to effect the Proposed Settlement, including the

guaranteesof the Company to the United States,and to execute and deliver all

agreements, instruments and documents and to take such other and further actions

whichin theopinionof any ofthemmay benecessaryor desirable to achieve thepurposesof or to consummate the Proposed Settlement and the resolution of the

investigation of past payments and practices by Alcoa World AluminaLLC

referenced in the Plea Agreement, including appearing before the UnitedStates

District Court for the Western District of Pennsylvania at the time the Plea

Agreement is accepted by the Court to confirm the Company's undertakings

pursuant to the Plea Agreement, the taking of any such action or the execution

and delivery of any such agreements, instruments or documents to be conclusive

evidence ofthe authority to take, execute or deliver thesame.

I further certify that the aforesaid resolutions have not been amended or revoked in any

respect and remain infull force and effect on thedate certification.IN WITNESS WH E R E O F ,I have executed this Certificate on January 6th, 2014.

BrendaA .Hart

Assistant Secretary

AlcoaInc.


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Signedbeforemethis dayofJanuary, 2014.Notary Publicinand for the StateofNew York

Notary Public,StateofNew YorkNo. 02LA6245285

Qualified inNew YorkCountyExpires July


31/52

EXff lBIT 3

STATEMENT OF FACTS


32/52

E X H IB IT3

STATEMENT OF FACTS

Thefollowing Statement ofFactsis incorporated by reference as partofthe Plea

Agreement (the "Agreement") between theUnitedStatesDepartment o f Justice, Criminal

Division,Fraud Section (the "Department") and the Defendant,ALCOAWORLD ALUMINA

LLC. ALCOAWORLDALUMINALLCherebyagreesand stipulates that the following

information,to the extent itrelatesto its actions and the actions ofitsofficers and employees, is

true and accurate. ALCOAWORLDALUMINALLCdoesnot admit to the conduct of any

other entity or person, andreferencesto such conduct are for backgroundpurposesonly.

ALCOAWORLDALUMINALLCadmits,accepts,and acknowledges that it is responsible for

theactsofitsofficers or employees, as setforthbelow. ALCOAWORLDALUMINA LLC

furtheragreesthat itwil lneither contest theadmissibilityof, nor contradict, this Statement of

Factswithrespectto its actions or the actions ofitsofficers or employees in any prosecution ofit

arisingfroma breachof

the Agreement.

I f thismatter were to proceed totrial,the Department has represented that itwouldprove

beyond areasonabledoubt, by admissible evidence, the facts alleged below, and that this

evidencewouldestablish the following:

Relevant Entities and Individuals

TheDefendant

Defendant A L C O A W O R L D ALUMINA L L Cwas aLimited Liability

Company formed under Delaware lawwhichmaintained itsprincipalplace ofbusinessin

Pittsburgh, Pennsylvania, in the WesternDistrictof Pennsylvania. ALCOAWORLD

ALUMINALLCowned and operated (eitherdirectlyorindirectly)bauxiteminingand alumina

1


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refiningassetsinNorthAmerica,Europe, SouthAmerica,Africaand the Caribbean. ALCOA

WORLDALUMINALLCwas a "domestic concern"withinthe meaning of the FCPA,TitleUnitedStatesCode, Section 78dd-2(a).

Relevant Alcoa Entities

2. AlcoaInc.("Alcoa")was acorporationorganized under the laws of the

Commonwealth ofPennsylvania. Until2006, Alcoa'sprincipalplace ofbusinesswas in

Pittsburgh,Pennsylvania,i nthe WesternDistrictofPennsylvania. In 2006,Alcoamoved its

principalplace ofbusinessto NewYork,NewYork. Alcoaissued and maintained aclasso f

publiclytraded securities registered pursuant to Section

ofthe Securities Exchange Act of

whichwere traded on the NewYorkStock Exchange. Alcoawas therefore an"issuer"

withinthe meaning FCPA,Title 15,UnitedStatesCode, Section 78dd-l(a).Alcoawas aglobalproviderofprimaryaluminiumand fabricatedaluminium.

Alcoawasalsoaglobalprovider of smeltergradealumina, the rawmaterialthat is supplied to

smelters to produce aluminium. Alcoarefined aluminafrombauxite it extractedfromits global

miningoperations. Alcoaoperatedworldwidethrough subsidiaries andaffiliated entities in

NorthAmerica,Asia,Australia,Europe, SouthAmerica,Africaand the Caribbean.

4. AlcoaWorldAluminaandChemicals("AWAC")was an unincorporated global

bauxiteminingand aluminarefiningenterprise formed in betweenAlcoaandAluminaLimited ("Alumina"),themajority andminorityowners ofAWAC,respectively. AWAC

conducted its operations by and through the coordinatedactivityof severalaffiliated enterprise

companies,witheachenterprise company being owned byAlcoaandAluminainproportionto

theirrespective ownership interests in theAWACenterprise. Inmatters of strategy andpolicy,

theAWACenterprise companies receiveddirectionand counselfroma "StrategicCouncil"that

2


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was chaired byAlcoa. AWACwas a "domestic concern"withinthe meaningofthe FCPA,Title

UnitedStatesCode, Section 78dd-2(a).

Defendant WORLDALUMINALLCwas anAWAC enterprisecompany. Beginning in or around 2000, executives atALCOAWORLDALUMINA LLC's

offices in Pittsburgh andKnoxville,Tennessee,assumedprimary responsibility for all of

relationships withglobal alumina customers, includingAluminiumBahrain B.S.C.

("Alba"),a state-owned and state-controlled aluminiumsmelter in Bahrain. ALCOAWORLD

ALUMINALLCpersonnel responsible forthesefunctions reportedindirectlytoAlcoapersonnel

inNewYork.

6. Alcoa ofAustralia Limited("Alcoa ofAustralia")was theAWAC enterprise

company that owned and operatedAWAC'sbauxiteminingand aluminarefiningassetsin

Australia. Alcoa of Australia'sprincipalplace ofbusinesswas in Melbourne,Australia,until

and was thereafter in Perth,Australia. Alcoa ofAustraliaowned and operated mines in

WesternAustraliathat extracted bauxite,whichAlcoa ofAustraliathenprocessedinto smelter

gradealumina in refineries it owned and operated. Alcoa ofAustraliasold the smeltergrade

aluminatoaluminiumsmelters it owned in thestateofVictoria,Australia, aswellas to

customersand aluminatradersaround theworld.

RelevantALCOA WORLDALUMINA LLC Individual

7. Executive Aheld a seniorsalesand marketing position atALCOA WORLD

ALUMINALLC in Pittsburgh, Pennsylvania, starting in or around 2000, when he took over

responsibilityfor the relationshipwithAlba.

TheIntermediaryandRelatedEntities

3


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8. Consultant Awas an international middleman who resided in London and was a

citizenofCanada,Jordan, and the UnitedKingdom. Consultant A hadclosecontactswith

certainmembersof Bahrain's RoyalFamily,someofwhomwere senior officials in the

Government of Bahrain. Consultant A metwithALCOAWORLDALUMINALLC executives

inLondon, NewYork,andelsewheretodiscussmattersrelating to the alumina supply

relationshipwithAlba.

9. Limited was a shell entity controlled by Consultant A andincorporated in theBritishVirgin Islands,withits purportedplacesofbusinessin Australia,

Guernsey,and Switzerland. Alumet had no legitimatebusinessoperations and no history in the

aluminabusiness. Alumet held banlcaccountsat the Royal Bank ofCanada("RBC") in

Switzerland and the Channel Islands.

AA Alumina and ChemicalsLtd. ("AAAC")was a shell entity controlled by

Consultant A and incorporated in theBritishVirginIslands,withits purportedplacesofbusiness

inAustralia,Guernsey,and Switzerland. AAAChad no legitimatebusinessoperations and no

history in the aluminabusiness. AAACheld bankaccountsat RBC in Switzerland and the

Channel Islands.

Consultant A held an account at RBCGuernseyin thenameofUnited Legal

Engineering Co.("ULECO"),a shell entity, that contained funds from, among othersources,the

purportedsalesof alumina toAlbaby Alumet andAAACon behalf ofAlcoaofAustralia,as

explained more fully in theparagraphsalleged below. Consultant Asometimesuseda ULECO

bank account to wire money directly orindirectlytoaccountsbeneficially owned by officials of

the Kingdom of Bahrain.

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Consultant Aalsomaintained a bankaccountat HSBC in Luxembourgunderthe

nameofanothershell company, La Consultant A would wire money toOfficial Cthrough thataccountfromULECO'saccountat RBCGuernsey.

RelevantEntities and Foreign Officials in Bahrain

13. AluminiumBahrain B.S.C. ("Alba") was an aluminiumsmelteroperating in

Bahrain. Thestateholding company of the Kingdom of Bahrain, the Mumtalakat, which was

controlled by the MinistryofFinance, held 77percentofthe sharesofAlba. The Saudi Basic

Industries Corporation("SABIC"),which was and controlled by the governmentofthe Kingdom of Saudi Arabia, held a 20percentminoritystakeinAlba,andthreepercentof

Alba'sshareswere held by a German investment group. The ofprofitsearnedby Albabelonged to the Mumtalakat, though partoftheprofitwas permitted to beusedby Alba for its

operations. TheMinistryofFinancehad toapproveanychangein Alba's capital structure and

had to be consulted on any major capital projects orcontractsmaterial to Alba's operations.

Members Royal Family of Bahrain andrepresentativesof the government sat on the BoardofDirectors ofAlba,controlled its Board, and had primary authority in selecting its chief

executive officer and chief financial officer. Accordingly,Alba was an"agency"and

"instrumentality" o f the Government of Bahrain and Alba's directors, officers andemployees

were "foreign officials"withinthe meaning ofthe FCPA,Title UnitedSatesCode, Section78dd-2(h)(2)(A).

14. OfficialA was amemberof Royal Family andservedas amemberofthe board of directors ofAlbafrom 1982 to 1997. From 1988 to 1990,OfficialA wasalsoa

memberofAlba'stendercommittee, which wasresponsiblein part for awarding contractsto Alba's suppliers, suchas Alcoa entities supplying alumina to Alba. As an officer ofAlba,

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OfficialA was a "foreignofficial" withinthe meaningofthe FCPA,Title UnitedStatesCode, Section78dd-2(h)(2)(A).

OfficialB served on Alba's boardfrom atleast1986 to 2000 as a representative

of SABIC. From 1988 to 1990,OfficialBalsoserved on Alba'stendercommittee with Official

A. As anofficer ofAlba,OfficialB was a "foreignofficial" withinthe meaningofthe FCPA,

Title UnitedStatesCode, Section78dd-2(h)(2)(A).16. OfficialC was a senior member of Bahrain's RoyalFamily,a senior government

official ofBahrainfrom atleast1995 to 2005, and served as ahigh-rankingofficer ofAlba from

to 2005. As ahigh-rankingofficer ofAlba,OfficialC was extremelyinfluentialover the

assignment of contracts to Alba's suppliers. Official C relied on Consultant A toassisthimin

opening international bankaccountsusing variousaliasesor shell entities for thepurposeof

receivingcorrupt funds fromkickbacksfromAlba's suppliers. As anofficer ofAlbaand a

senior governmentofficial, Official C was a "foreignofficial" withinthe meaning FCPA,Title UnitedStatesCode, Section78dd-2(h)(2)(A).

THE CORRUPTION SCHEMEIN BAHRAIN

Background

17. From 1989 to approximately 1996,AlcoaofAustraliamanaged its long term

supplyrelationshipwithAlba. As partofthatrelationship,AlcoaofAustraliaretained

Consultant A toassistin long-term contract negotiationswithAlbaandBahrainigovernment

officials. By 2000, whenALCOAWORLDALUMINALLCassumeddirect oversightofthe

Albarelationship,Consultant A was playing a significant role in the relationship betweenAlcoa

ofAustraliaandAlba. Executive A, who inherited theAlbaoversight relationship as partofhis

6


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duties atALCOAWORLDALUMINALLC,becamethe primary liaisonwithConsultant A

regarding theAlbarelationship.

Overview

In or around 2002,ALCOAWORLDALUMINA LLC,through Executive A,

causedAlcoa ofAustraliatoenterinto a purported distributorship for thesaleof approximately

onemilliontonsof alumina annually toAlbathrough Consultant A's shell companies, Alumet

and AAAC.

In or around 2004,ALCOAWORLDALUMIN A LLC,through Executive A,

coordinated anotherpurported distributionagreementthat involvedthesaleof up to 1.78 million

tonsof alumina toAlbaeveryyearthrough Alumet andAAAC. This corruptarrangementlasted

through on or about December 2009.20. As partofthe 2002 and 2004 purported distributorshipagreements,Consultant A

imposed a mark-up on andAAAC'spurportedsalesof alumina toAlbaandusedthemark-up fromthosesalesto enrich himself and pay bribes to senior government officials of

Bahrain. ALCOAWORLDALUMIN A LLC,through Executive A, consciously disregarded the

fact that Consultant A would pay bribes to senior government officials fromthe mark-up on

aluminasalestoAlba.

/. ALCOA WORLDAL LLC, throughExecutive A, EnlargedConsultantA's Role in the AluminaSupplyRelationship

By 2000, Executive A, who was thenbasedin WORLD ALUMINALLC'soffices in Pittsburgh, hadassumeddirect responsibility for managing theAlba

relationship.

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22. FromAprilto December 2001,Executive A took aseriesofstepstocauseAlumet

andAAACtobecomeAlcoa of Australia's purported distributors for all ofitssalesof alumina to

Alba.

23. On or aboutApril 12, Executive A wrote toOfficial C to advise him that"Alcoawishes" to extend the"presentsupply contract [withAlba]forthreeyearsto December

24. On or around August after receiving arequestfromAlbato continue theexistingsupplyarrangementsthrough December 2003, Executive A facilitated Alba's entering

intoan extensionofthe existing alumina supply arrangement through December 2003.

25. On or about February 2002, Executive AcausedAlcoa ofAustraliatoenterintoa purporteddistributionagreementwithAlumetandAAACfor the supply of approximately

onemilliontons of alumina intended forsaletoAlba.

26. Executive A knew that Alcoa ofAustraliawouldcontinue to ship alumina directly

toAlba. Executive A consciously disregarded the fact that the purported contractual

arrangement he craftedwithConsultant AwouldpermitAlumetand/or AAACto mark-upsales

toAlbaof aluminafromAlcoa ofAustralia. In or around February 2002, Alcoa ofAustralia

ceasedto invoiceAlbadirectly for shipments o f alumina.

TheMark-Up and CommissionPaymentsFrom2002Through2004

27. From 2002 to 2004, Executive A, acting on behalf ofALCOA WORLD

ALUMINA LLC,causedAAACto receive inexcessof $79millionin mark-ups on alumina

salestoAlba.

28. AAACalsoreceived a commission under the terms of the 2002distribution

agreement. The purported 2002distributionagreementprovided for a commission of of

8


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allpaymentsmadebyAAACtoAlcoaofAustraliafor alumina. From 2002 to 2004,Alcoaof

AustraliapaidAAACa commission of $493,509.

ConsultantAChanneled CorruptPaymentsto Government Officials

From2002through2004

29. From 2002 through 2004, Consultant Amadecorrupt payments toOfficialsB and

Cfrombankaccountsat RBC in Guernsey heldinthenameofAlumetandULECO.

II. Executive A Retained ConsultantA For

Joint VentureNegotiations betweenAlcoa andAlba

30. In 2002,Alcoawas attempting to negotiate ajointventurewithAlba,inwhich

AlcoawouldsupplyAlbawithaluminafromtheAWACsystem'ssmelters, and, inexchange,

AlbawouldsupplyAlcoawithaluminium. Executive A participated in the negotiations for

Alcoaand retained Consultant A toprivatelylobbyOfficial C on behalf of Alcoa'sposition. On

oraboutApril27, 2002, Executive AcausedAlcoatoentera consultingagreementwith

Consultant A pursuant towhichConsultant Awouldreceive an $8million"successfee"based

onlimitedspecified negotiation "advice andassistancetoAlcoa" i fthejointventure were

successful.

As part of the negotiations, Executive A proposedajointventure structure that

contemplated supplying alumina toAlbathrough adistributor.

32. On or about March 26, 2003, an in-house attorney in Alcoa's legal department

sentan email asking Executive A toexplainthe role of thedistributor. On or aboutMarch27,

2003, Executive A responded that"[t]heDistributorshiprol[e]is something the Bahrain

Government wants" and thatAlcoa"shouldn't get tooinvolvedwithhow theDistributorand the

Government interact. We are currentlysellingthe alumna we supply toAlbathrough a

9

\


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Distributor." Inresponse,the in-house attorney wrote that "wewi l lneedto understand the

Distributor's role completely . . . for Foreign Corrupt Practice Actpurposes."

OnSeptember 2003, Alcoa andAlbaagreedto a Memorandum ofUnderstanding ("MOU") outliningan equity investment by Alcoa inAlbaandprovidingfor

alumina to be sold to the Government of Bahrain, as majorityshareholderofAlba,"directly or

through anassociatedcompany ofAlcoasatisfactory to GoB [Government of Bahrain] and

Alcoa." TheMOUwas approved byOfficial C on behalfofAlba. However, thejointventure

negotiations fellthrough, and Consultant A wasneverpaid the $8millionsuccessfee.

34. Within 17daysofthe signingoftheMOU,Consultant A transferred $2millionto

Official C's account atDeutscheBank inGeneva,Switzerland,from aULECObank account at

RBCinGuernsey.

III. ALCOA WORLDALUMINA LLC, Through Executive A, Alcoa ofAustraliato Secure a2005Long-Term AluminaSupplyDealwithAlba

By the summer of2004,Alcoa ofAustraliawas supplying approximately one

millionmetrictonsof alumina annually toAlba,but wasinvoicing Alba indirectlythrough

Consultant A's companies. Alba's obligationsunderpre-existing supply arrangementswith

AlcoaofAustraliawere set to expire at the end of 2004.

36. In the summer of 2004, Executive A and one ofhis supervisors, anothersenior

member ofALCOAWORLDALUMINALLC's global aluminasalesdepartment, sought to

securea new long term alumina supplyagreementwithAlba. On or around August 5, 2004,

Executive A and his supervisor were advised by a former senior Alcoa executive who had a

relationshipwithConsultant A that i f they attempted to negotiate a direct contractual relationship

between Alcoa ofAustraliaandAlba,rather than negotiate a supplyarrangementthrough

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Consultant A and one ofhis companies, someor all ofAlba'sbusinesscould be lost to another

aluminasupplier.

On or about August 2004, Executive A and his supervisor metwithConsultant A at Consultant A's LondonOffice todiscussusing Consultant A's companies "as

Alcoa's exclusive distributorinthe region."

On or about August 22, 2004, Executive Asentan email to his supervisor

documentingwithmore specificity certain items that werediscussedat the meeting. Among

them, Executive A noted that"[w]e agreedto supply [ConsultantA] withpricingindications for

supply to [AAAC]by 8/24 so he canhavethesefor his meeting [inBahrain]with [OfficialC].

We mentionedpricingclose to 14%." Executive A's emailalsonoted that"[Official C] is

holdingon to publishing[Alba's]aluminatender[to the market]untilhe has further discussions

with [ConsultantA ]on 8/29." Thepricingterms per metric ton of alumina that Executive A

quoted to Consultant A at the meeting in London werelessthan thepricingterms forAlbathat

Executive A had quoted toOfficial C approximately one month earlier.

On or aroundSeptember29, 2004, Executive A facilitated s tendering abidto supplyAlbaup to milliontons of alumina for tenyearscommencing in 2005.

40. On or about October 8, 2004, Attorney 1, the in-house attorney responsible for

supporting the aluminabusiness, suggestedterminating the consultingagreementthat Alcoa had

entered withConsultantA,as "the terms of [ConsultantA's] currentengagementcreated a lot of

anxiety in the organization." Executive A advised that the consultancyagreementshould not be

terminateduntilAlcoa hadsecureda new long-term alumina supplyagreementwithAlba.

On or about Official CcausedAlbatoaccept stenderofferfor aten-yearsupply of alumina.

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42. On or about December 2004, Executive AcausedAlcoaofAustraliatoenterapurportedten-yeardistributorshipagreementwithAlumetandAAAC to purportedly supply

themwithup to milliontonsof alumina forsaletoAlbafrom2005to 2014. From2005to2009, the price term was 13.9% ofLMEminus$0.25per ton of alumina. From 2010 to 2014,

the pricedecreasedto ofLMEminus$0.25per ton of alumina. Executive A consciouslydisregarded the fact that Alcoa ofAustraliawould continue to supply alumina directly toAlba

that was purportedly being "distributed" through Alumet and AAAC.

On or about March 4, 2005, arepresentativeof Consultant Asentthe CEO of

Albaafinal,unexecuted contract for the purported supplyagreementbetween AAACandAlba.

44. On or aboutJune8, 2005, the finalagreementnegotiated between AAAC and

Albawas signed by Alba's CEO on behalfofAlba. Theagreement'seffectivedatewasJanuary

1,2005, and its term was through December 2014. Theagreementprovided that AAACwouldsupplyAlbawith 1.508 millionmetrictonsof alumina in 2005, and 1.6 millionmetric

tonsof alumina thereafter foreachremaining contractyear. From2005to 2009, the price

formula in theagreementresulted in anaverageprice toAlbaof 14.98% ofLMEper metric ton

ofalumina. From through the price formula in theagreementresulted in anaverageprice toAlbaof 14.42 % ofLMEper metric ton of alumina. Albawas required tobearthecost

ofshipping and insurance.

ConsultantA's Mark-up on Alumina Sales From2005to2009

As a result ofALCOAWORLDALUMINA

s conduct, through Executive

A, from2005through 2009, Alumet andAAACreceived inexcessof $188millionon theup of aluminasalestoAlba. This money was transferred from the initialaccountsinwhich

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paymentfromAlbawas received through various bank accounts controlledby Consultant A,

includingaccounts in thenameofshellentitiesAlumetandULECOat RBC in Guernsey.

Additional CorruptPaymentsto Official C

46. From 2005 through 2006, Consultant Amademillionsin corrupt payments from

the account ofULECOat RBC in Guernsey through the account ofLaFoscainLuxembourgto

accounts that were beneficially owned byOfficialC under clientcodenamesatABN AMRO

BankinLuxembourgandLGTBank in Liechtenstein.

47. Underthesecircumstances, ALCOAWORLDALUMINA LLC,through

Executive A, consciously disregarded the fact that the mark-up imposed by Consultant A on

AlumetandAAAC'ssalesofaluminatoAlbawas facilitatingcorrupt payments to government

whocontrolledAlba's tenderprocess.

IV. ALCOA WORLDALUMINALLC Caused Alcoa to ExtendMaterially

Significant LinesofCredit to ConsultantA

48. Consultant A sought alineofcreditfromAlcoato cover the cost ofalumina

shipments toAlbauntilAlbaremitted payment toAlumetandAAAC. ConsultantA,however,

refused to provide financialstatementsforAlumetorAAAC to Alcoa's credit department, which

wasnormallyrequired for a significant extension ofcreditto athird-party. Notwithstandingthis,

inor around December 2004,ALCOAWORLDALUMINA LLC,through ExecutiveA, sought

and received approval to extend credit to Consultant A's companies and therebycausedAlcoa's

creditdepartment to extend a $23millionlineofcredittoAlumetandAAAC.

49. Thereafter, ineachof contractyears2005 through 2009,Alcoacontinued to grant

businessunitoverrides to extendmateriallyincreasing credit lines to Consultant A's purported

distributorships. By 2007,Alcoawas extending a creditlineof$58milliontoAlumetand

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AAAC. During this period, Alcoa granted Alumet andAAAC credit lines that were significantly

greaterthanthosegranted by Alcoa to any other third-party.

50. Byfacilitatingthe extension of credit to ConsultantA,Executive A enabled the

purported distributorshipschemebyallowingConsultant A to defer paying Alcoa ofAustralia

forthemulti-milliondollar shipments of alumina toAlbauntilAlumet andAAAC received

payment from Alba.

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E X H I B I T 4

CO RPO RATE CO MPLIANCE PRO G R AM

Inorder toaddressany deficiencies in its internal controls, compliance code, policies,

and procedures regarding compliancewiththe Foreign Corrupt Practices ActU.S.C.78dd-l, and other applicableanti-corruptionlaws,AFCOA INC. (the"Company")agreesto continue to conduct, in a manner consistent with all ofits obligations

under this Agreement, appropriate reviews ofits existing internal controls, policies, and

procedures.

Wherenecessaryand appropriate, the Companyagreesto adopt new or to modify

existinginternal controls, compliance code, policies, and procedures in order toensurethat it

maintains: (a) a system ofinternalaccounting controls designed toensurethat the Company

makesandkeepsfairandaccuratebooks, records, and accounts; and (b) a rigorousanti-

corruptioncompliance program that includes policies and procedures designed to detect and

deter violationsofthe FCPA and other applicableanti-corruptionlaws. At aminimum,this

should include, but not belimitedto, thefollowingelements to the extent they are notaheady

partof the Company's existing internal controls, compliance code, policies, and procedures:

Commitment

The Companywil lensurethat its directors and senior management provide

strong,explicit,andvisiblesupport and commitment to its corporatepolicyagainstviolationsof

theanti-corruptionlaws and its compliance code.

Policies and Procedures

2. The Company wil ldevelop and promulgate a clearly articulated and visible

corporate policyagainstviolationsofthe FCPA and other applicable foreign law counterparts


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(collectively,the"anti-corruption laws,"),which policyshall bememorializedin awritten

compliance code.

The Companywil ldevelop and promulgate compliance policies and procedures

designed to reduce the prospect ofviolations anti-corruptionlaws and the Company'scompliance code, and the Companywi l ltake appropriatemeasurestoencourageand support the

observanceof ethics and compliance policies and procedures againstviolation anti-corruptionlaws by personnel ata ll levelsofthe Company. Theseanti-corruptionpoliciesand

procedures shall apply to all directors, and employees and, wherenecessaryandappropriate, outside parties acting on behalfof the Company in aforeignjurisdiction,including

but notlimited to, agentsand intermediaries, consultants, representatives, distributors,teaming

partners, contractors and suppliers, consortia, andjointventure partners(collectively,"agents

andbusinesspartners"). The Company shallnotify allemployees that compliancewiththe

policiesand procedures is the duty ofindividualsata ll levelso f the company. Suchpoliciesand

procedures shalladdress:

a. gifts;

b. hospitality,entertainment, andexpenses;

c. customer travel;

d. politicalcontributions;

e. charitable donations and sponsorships;

f. facilitationpayments; and

g. solicitationandextortion.

4. The Companywil l ensurethat it has a system offinancialand accounting

procedures, includinga system ofinternalcontrols, reasonably designed toensurethe


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maintenanceoffair andaccuratebooks, records, andaccounts. This system should be designed

to providereasonableassurancesthat:

a. transactionsare executed inaccordancewithmanagement'sgeneral or

specific authorization;

b. transactionsare recorded asnecessaryto permit preparation of financial

in conformitywithgenerallyacceptedaccounting principles or any other criteria

applicable to suchstatements,and to maintain accountability forassets;

c. accesstoassetsis permitted only inaccordancewithmanagement's

general or specific authorization; and

d. the recorded accountability forassetsis compared withthe existingassets

atreasonableintervals and appropriate action is takenwithrespectto any differences.

Periodic Risk-Based Review

5. The Company wi l l developthesecompliance policies andprocedureson the

basisof a periodic riskassessmentaddressingthe individualcircumstances Company, inparticular the foreign bribery risks facing the Company,including,but notlimitedto, its

geographical organization, interactionswithvarioustypesand levels of government officials,

industrialsectorsof operation, involvementinjointventure arrangements, importance oflicenses

and permits inthe Company's operations, degreeof governmental oversight and inspection, and

volume and importance ofgoodsand personnel clearing throughcustomsand immigration.

6. The Company shall review its anti-corruption compliance policies and

proceduresnolessthan annually andupdatethem as appropriate toensuretheir continued

effectiveness, taking into account relevant developments in thefieldand evolving international

and industrystandards.


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Proper Oversight andIndependence

7. The Company will assignresponsibilityto one or more senior corporate

executives of the Company for the implementation and oversightofthe Company's anti-

corruptioncompliance code, policies, and procedures. Such corporate shallhavetheauthorityto reportdirectlyto independent monitoringbodies,includinginternal audit, the

Company's Board ofDirectors,or any appropriate committee of the Board ofDirectors,and

shallhaveanadequatelevelof autonomyfrommanagement aswellas sufficientresourcesand

authorityto maintain such autonomy.

Training andGuidance

8. The Companywil limplement mechanisms designed toensurethat itsanti-

corruptioncompliance code, policies, and procedures are effectively communicated to all

directors, officers, employees, and, wherenecessaryand appropriate,agentsandbusiness

partners. Thesemechanisms shallinclude:(a) periodictrainingfor all directors and officers, all

employees in positions of leadership or trust, positions that require suchtraining(e.g., internal

audit,sales,legal, compliance, finance), or positions that otherwiseposeacorruptionriskto the

Company, and, wherenecessaryand appropriate,agentsandbusinesspartners; and (b)

corresponding certifications by all such directors, officers, employees,agents,andbusiness

partners, certifying compliancewiththetraining requirements.

9. The Companywil lmaintain,or wherenecessaryestablish, an effective system

for providingguidance and advice to directors, officers, employees, and, wherenecessaryand

appropriate,agentsandbusinesspartners, oncomplyingwiththe Company's anti-corruption

compliance code, policies, and procedures, includingwhen they need advice on an urgentbasis

or in anyforeignjurisdictioninwhichthe Companyoperates.


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Internal Reporting and Investigation

The Companywillmaintain,or wherenecessaryestablish, an effective system

for internal and, where possible, confidential reporting by, and protection of, directors, officers,

employees, and, where appropriate,agentsandbusinesspartners concerningviolationsanti-corruptionlaws or the Company'santi-corruptioncompliance code, policies, and

procedures.

The Companywillmaintain,or wherenecessaryestablish, an effective and

reliableprocesswithsufficientresourcesfor responding to, investigating, and documenting

allegations ofviolationsof theanti-corruptionlaws or the Company's anti-corruption

compliance code, policies, and procedures.

Enforcement and Discipline

The Company willimplement mechanisms designed to effectively enforce its

compliance code, policies, and procedures, includingappropriately compliance anddiscipliningviolations.

The Companywillinstitute appropriate disciplinaryprocedures toaddress,

among other things,violationsoftheanti-corruptionlaws and the Company's anti-corruption

compliance code, policies, and procedures by the Company's directors, officers, and employees.

Such procedures should be applied consistently andfairly, regardlesso f thepositionheld by, or

perceived importance of, the director,officer,or employee. The Company shall implement

procedures toensurethat where misconduct is discovered,reasonablestepsare taken to remedy

the harm resultingfromsuch misconduct, and toensurethat appropriatestepsare taken to

prevent furthersimilarmisconduct, includingassessingthe internal controls, compliance code,


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policies,and procedures andmaking modificationsnecessarytoensuretheoverallanti-

corruptioncompliance program is effective.

Third-PartyRelationships

14. The Companywil l instituteappropriate risk-based due diligence and compliance

requirements pertaining to the retention and oversight ofall agentsandbusinesspartners,

including:

a. properly documented duediligence pertainingto thehiringand

appropriate and regular oversight ofagentsandbusinesspartners;

b. informingagentsandbusinesspartners of the Company'scommitmentto

abidingbyanti-corruptionlaws, ando fthe Company'santi-corruptioncompliance code,

policies,and procedures; and

c. seeking areciprocalcommitmentfromagentsandbusinesspartners.

Wherenecessaryand appropriate, the Companywil l include standard provisions

inagreements, contracts, and renewals thereofwith allagentsandbusinesspartners that are

reasonably calculated to preventviolationsof theanti-corruptionlaws,whichmay, depending

uponthe circumstances, include: (a)anti-corruptionrepresentations and undertakingsrelatingto

compliancewiththeanti-corruptionlaws;(b) rights to conduct audits of the books and records of

the agent orbusinesspartner toensurecompliancewiththe foregoing; and (c) rights to terminate

an agent orbusinesspartner as a result of any breach oftheanti-corruptionlaws, the Company's

compliance code,policies,or procedures, or the representations and undertakings related to such

matters.

Mergers and Acquisitions


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The Companywil ldevelop and implement policies and procedures for mergers

and acquisitionsrequiringthat the Company conduct appropriate risk-based due diligence on

potentialnewbusinessentities,includingappropriate FCPA andanti-corruptiondue diligence by

legal,accounting, and compliance personnel.

The Companywil lensurethat the Company's compliance code, policies, and

procedures regarding theanti-corruptionlaws apply asquicklyas is practicable to newly

acquiredbusinessesor entities mergedwiththe Company andwil lpromptly:

a. trainthe directors, officers, employees,agents,andbusinesspartners

consistentwithParagraph 8 above on theanti-corruptionlaws and the Company's compliance

code, policies, and procedures regardinganti-corruptionlaws; and

b. where warranted, conduct an audit ofallnewly acquiredormergedbusinessesasquicklyas practicable.

Monitoring and Testing

The Companywil l conduct periodic reviews and testing ofitsanti-corruption

compliance code, policies, and procedures designed to evaluate and improve their effectiveness

inpreventing and detectingviolationsofanti-corruptionlaws and the Company'santi-corruption

compliance code, policies, and procedures, taking into account relevant developments inthe field

andevolvinginternational and industrystandards.

u.s. v. alcoa world alumina (plea agreement)

Documents