Siemens Aktiengesellschaft ("Siemens") is a German corporation with its executive offices in Munich, Federal Republic of Germany. Siemens is one of the world's largest manufacturers of industrial and consumer products. Siemens builds locomotives, traffic control systems and electrical power plants. The Company also manufactures building control systems, medical equipment and electrical components, and formerly manufactured communications networks. Siemens employs approximately 428,200 people and operates in approximately 190 countries worldwide. Siemens operated through a complex array of business groups and regional companies. The business groups are divisions within Siemens and are not separate legal entities. The regional companies are wholly- or partly-owned subsidiaries of Siemens. The thirteen principal business groups during the Relevant Period were: Communications ("COM"), Siemens Business Services ("SBS"), Automation and Drives ("A&D"), Industrial Solutions and Services ("I&S"), Siemens Building Technologies ("SBT"), Power Generation ("PG"), Power Transmission and Distribution ("PTD"), Transportation Systems ("TS"), Siemens VDO Automotive ("SV"), Medical Solutions ("MED"), Osram Middle East, Siemens Financial Services ("SFS"), and Siemens Real Estate ("SRE"). Starting on March 12, 2001, Siemens' American Depositary Shares were registered with the SEC and traded on the New York Stock Exchange.
Between March 12, 2001 and September 30, 2007, Siemens made thousands of separate payments to third parties in ways that obscured the purpose for, and the ultimate recipients of, the money. At least 4,283 of those payments, totaling approximately $1.4 billion, were used to bribe government officials in return for business to Siemens around the world. Among the transactions on which Siemens paid bribes were those to design and build metro transit lines in Venezuela; metro trains and signaling devices in China; power plants in Israel; high voltage transmission lines in China; mobile telephone networks in Bangladesh; telecommunications projects in Nigeria; national identity cards in Argentina; medical devices in Vietnam, China, and Russia; traffic control systems in Russia; refineries in Mexico; and mobile communications networks in Vietnam. Siemens also paid kickbacks to Iraqi ministries in connection with sales of power stations and equipment to Iraq under the United Nations Oil for Food Program. Siemens earned over $1.1 billion in profits on these fourteen categories of transactions that comprised 332 individual projects or individual sales.
On December 12, 2008, the SEC filed a three count Complaint in the District of Columbia against Siemens alleging violations of the anti-bribery, books & records, and internal controls provisions of the FCPA. On the same date, Siemens entered into a Consent Agreement with the SEC. Under the terms of the agreement, Siemens neither admitted nor denied the allegations in the Complaint but agreed to be enjoined from future violations of the FCPA, to hire an independent monitor (as well as counsel for the monitor) to report on the company's anti-corruption compliance policies and procedures, and to disgorge $350 million, which represented profits gained as a result of the conduct alleged in the Complaint.
