Plea Agreement with U.S. Department of Justice concerning ceramic substrates for catalytic converters

September 04, 2015

1. Summary of facts

On September 3, 2015 (U.S. time), NGK Insulators, LTD. (NGK) entered into a Plea Agreement with the U.S. Department of Justice (DOJ), agreeing to pay a fine of US$65.3 million (approx. JPY7.8 billion) based on charges that it violated U.S. laws including antitrust law in connection with some transactions for ceramic substrates for catalytic converters.

2. Reasons for the decision

Since NGK's U.S. subsidiary received a subpoena from DOJ in October 2011, NGK has cooperated fully with the investigation concerning ceramic substrates for catalytic converters, including establishing the Independent Committee in 2012. NGK decided to enter into the plea agreement with DOJ after having comprehensively examined the applicable laws and regulations and relevant facts concerning the matter.

3. Impact on business results

As NGK have recorded loss provisions JPY9.3 billion related to competition laws in the financial results for the fiscal year ended March 31, 2015, NGK will record the difference JPY1.5 billion between the loss provisions and the fine as the non-operating income in the quarterly financial results ended September 30, 2015.
There will be no revision to the consolidated earnings forecast for the fiscal year ending March 31, 2016.

4. Relinquishment of executive compensation

We take seriously the magnitude of this matter on NGK Group and society, and as management we have resolved to deeply reflect on this incident and prevent any recurrence. We have decided to voluntarily forfeit 50% of monthly compensation for three months for representative directors, 30% of monthly compensation for three months for other directors, and a similar amount of monthly compensation for executive officers.

5. Preventative measures

NGK Group considers legal compliance as an important management issue, and in the process of dealing with this matter we have strengthened company rules concerning competition law compliance, and have also reinforced compliance systems, including establishing the Independent Committee on competition law compliance comprising external directors, external auditors and outside lawyers as members, and establishing Global Compliance Office. We will continue to make further efforts going forward to prevent recurrence and restore trust by further strengthening compliance systems and carrying out thorough education on related laws, including competition law, for all officers and employees.

We would like to express sincerely regret for causing considerable concern to all stakeholders, including our customers, suppliers and relevant stockholders.

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