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13. Legal Proceedings | 12 Months Ended
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Dec. 31, 2014
Legal Proceedings [Abstract] |
Legal Matters and Contingencies | 13. LEGAL PROCEEDINGS As previously disclosed, in May 2010 we voluntarily disclosed to the U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) certain likely or potential violations of the U.S. Foreign Corrupt Practices Act (FCPA). The Audit Committee of our Board of Directors (Audit Committee) assumed direct responsibility for reviewing these matters and hired experienced independent counsel to conduct an investigation and provide legal advice. The SEC and DOJ each commenced its own investigation. During and following the completion of the Audit Committee’s investigation, we provided information to the DOJ and SEC and cooperated with their investigations. Effective November 3, 2014, we entered into a non-prosecution agreement (NPA) with the DOJ and consented to the entry of an Order by the SEC (SEC Order), which actions resolve both the DOJ and the SEC investigations. The NPA concerns violations of the FCPA’s books and records and internal control provisions related to Russia during 2005-2010. Pursuant to the NPA, during the fourth quarter of 2014 we paid a penalty of $14.4 million and agreed to certain compliance, reporting and cooperation obligations, and the DOJ agreed that it will not criminally prosecute us for any crimes related to conduct disclosed to the DOJ, provided that we perform our obligations under the NPA for two years. The SEC Order concerns violations of the FCPA’s books and records, internal controls, and anti-bribery provisions related to Russia, and violations of the FCPA’s books and records and internal controls provisions related to Vietnam and certain of our Thailand operations during 2005-2010. Pursuant to the SEC Order, during the fourth quarter of 2014 we paid a total of $40.7 million that included $35.1 million in disgorgement and $5.6 million in interest, and agreed to make certain reports to the SEC on our anti-corruption compliance and remediation efforts over the next two years, and to cease and desist any violations of the FCPA. Of the total amount paid for the NPA and the SEC Order of $55.1 million in the fourth quarter of 2014, we had accrued $35.0 million as of December 31, 2013, with the remaining $20.1 million recorded during 2014. In the NPA and the SEC Order, the DOJ and the SEC, respectively, took into account our initial voluntary self-disclosure of the potential FCPA violations, our own extensive investigation and cooperation with their investigations and our extensive and significant remediation efforts to date. Neither the NPA nor the SEC Order requires the appointment of an independent external monitor to oversee our activities or our compliance with applicable laws. On April 13, 2011, a shareholder derivative lawsuit was filed against each of our directors in the Superior Court for Contra Costa County, California. The case, which also named the Company as a nominal defendant, was captioned City of Riviera Beach General Employees’ Retirement System v. David Schwartz, et al. In the complaint, the plaintiff alleged that our directors breached their fiduciary duties by failing to ensure that we had sufficient internal controls and systems for compliance with the FCPA. Purportedly seeking relief on our behalf, the plaintiff sought an award of unspecified compensatory and punitive damages, costs and expenses (including attorneys’ fees), and a declaration that our directors breached their fiduciary duties. The parties agreed to a stipulated dismissal of this case, without prejudice, and to a tolling of the statute of limitations pending the resolution of the DOJ and SEC investigations, which occurred in November 2014, as disclosed above. On January 23, 2015, the City of Riviera Beach General Employees’ Retirement System filed a new shareholder derivative lawsuit in the Superior Court of Contra Costa County against three of our current directors and one former director. The Company is also named as a nominal defendant. In the complaint, the plaintiff alleges that the Company’s directors breached their fiduciary duty of loyalty by failing to ensure that the Company had sufficient internal controls and systems for compliance with the FCPA; that the Company failed to provide adequate training on the FCPA; and that based on these actions, the directors have been unjustly enriched. Purportedly seeking relief on the Company’s behalf, the plaintiff seeks an award of restitution and unspecified damages, costs and expenses (including attorneys’ fees). We and the individual defendants intend to file a demurrer requesting dismissal of the complaint. On January 30, 2015, we received a demand pursuant to Section 220 of the Delaware General Corporation Law from the law firm of Scott + Scott LLP on behalf of International Brotherhood of Electrical Workers Local 38 Pension Fund to inspect certain books and records of the Company. The alleged purpose of the demand is to investigate the Company’s violation of the FCPA and lack of internal controls. In addition, we are party to various other claims, legal actions and complaints arising in the ordinary course of business. We do not believe, at this time, that any ultimate liability resulting from any of these other matters will have a material adverse effect on our results of operations, financial position or liquidity. However, we cannot give any assurance regarding the ultimate outcome of these other matters and their resolution could be material to our operating results for any particular period, depending on the level of income for the period.

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