## Facts

- Alcoa World Alumina LLC (AWA), a majority-owned subsidiary within Alcoa’s alumina business, sold alumina globally and was headquartered in Pittsburgh, Pennsylvania.
- From 1989 to 2009, AWA was a major alumina supplier to Aluminium Bahrain B.S.C. (Alba), an aluminum smelter owned and controlled primarily by the Kingdom of Bahrain.
- AWA used a third-party consultant as an exclusive distributor in Bahrain, while alumina shipments were made directly to Alba by an Alcoa-related entity.
- The distributor was allowed to apply substantial markups to alumina sales to Alba; the excess funds were used to make improper payments to Alba-related officials to obtain and retain business.
- AWA personnel facilitated the arrangement by enabling the distributor’s operations, including extending significant credit despite the distributor’s refusal to provide customary financial documentation.
- The conduct was described as involving at least $110 million in bribe payments and yielding approximately $175 million in profits.
- The matter proceeded as a one-count criminal information charging an FCPA anti-bribery violation and aiding and abetting; AWA entered a Rule 11(c)(1)(C) plea agreement, waiving indictment and venue challenges.

## Issues

1. Whether a corporate subsidiary could be held criminally liable under the FCPA anti-bribery provisions and aiding-and-abetting theory for bribes paid through an intermediary to employees of a state-owned customer.
2. Whether the FCPA’s willfulness requirement could be satisfied by conscious disregard or willful blindness to a high probability that distributor markups were funding corrupt payments.
3. Whether employees of a state-owned and state-controlled enterprise qualify as “foreign officials” for FCPA anti-bribery purposes.

## Decision

- The district court accepted AWA’s guilty plea to one count of violating the FCPA anti-bribery provision, 15 U.S.C. § 78dd-2, and aiding and abetting, 18 U.S.C. § 2.
- Pursuant to the Rule 11(c)(1)(C) plea agreement, the court imposed a $209 million criminal fine.
- The resolution proceeded without a contested trial or a written merits opinion; the operative admissions and legal theory were reflected in the charging document and plea agreement.

## Legal Principles

- A corporation may be criminally liable under the FCPA when it, directly or through an agent or intermediary, corruptly offers, pays, or authorizes anything of value to a foreign official to obtain or retain business, using interstate commerce.
- Corporate criminal liability can be premised on payments routed through third-party distributors or consultants where company personnel enable the arrangement or disregard obvious corruption indicators.
- Willfulness under the FCPA may be established through willful blindness or conscious disregard of a high probability that an intermediary is making corrupt payments.
- Employees of a state-owned and state-controlled enterprise may be treated as “foreign officials” under the FCPA.
- In a negotiated guilty plea, the court’s disposition is embodied in acceptance of the plea and imposition of the agreed criminal penalty, rather than a written adjudication of disputed legal questions.

## Conclusion

The court resolved the matter by accepting AWA’s guilty plea to an FCPA anti-bribery offense based on bribes funded through distributor markups paid to officials of a state-owned enterprise, applying a willful-blindness theory to satisfy mens rea and imposing a $209 million criminal fine under the plea agreement.


United States v. Alcoa World Alumina LLC, No. 14-CR-00007-DWA (W.D. Pa. 2014)