CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 1 of 101
`
`UNITED STATES DISTRICT COURT
`FOR THE SOUTHERN DISTRICT OF TEXAS
`HOUSTON DIVISION
`
`
`
`SYSCO CORPORATION,
`
`
`
`
`
`Plaintiff,
`
`-vs.-
`
`
`
`
`
`
`
`
`
`
`
`
`
`COMPLAINT
`
`Jury Trial Demanded
`
`CARGILL, INC., CARGILL MEAT
`SOLUTIONS CORPORATION (A/K/A
`CARGILL PROTEIN A/K/A CARGILL
`PROTEIN - NORTH AMERICA), JBS S.A.,
`JBS USA FOOD COMPANY, SWIFT BEEF
`COMPANY, JBS PACKERLAND, INC.,
`NATIONAL BEEF PACKING COMPANY,
`TYSON FOODS, INC., TYSON FRESH
`MEATS, INC.,
`
`
`
`Defendants.
`
`
`
`
`
`
`
`
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 2 of 101
`
`
`
`TABLE OF CONTENTS
`
`C.
`D.
`
`I.
`NATURE OF THIS ACTION ............................................................................................... 1
`JURISDICTION AND VENUE .......................................................................................... 10
`II.
`III. PARTIES ............................................................................................................................. 11
`A.
`Plaintiff .................................................................................................................... 11
`B.
`Defendants ............................................................................................................... 11
`(i) The Cargill Defendants ..................................................................................... 11
`(ii) The JBS Defendants .......................................................................................... 12
`(iii) The Tyson Defendants ...................................................................................... 14
`(iv) National Beef Packing Company ...................................................................... 15
`Defendants and Their Subsidiaries and Affiliates ................................................... 15
`Defendant Parent and Subsidiary Companies Share a Unity of Interest ................. 16
`(i) The Cargill Defendants ..................................................................................... 16
`(ii) The JBS Defendants .......................................................................................... 18
`(iii) The Tyson Defendants ...................................................................................... 20
`Defendants’ Co-Conspirators ................................................................................... 23
`E.
`Reciprocal Agency of Defendants and Co-Conspirators ......................................... 23
`F.
`IV. FACTUAL ALLEGATIONS .............................................................................................. 23
`A.
`Industry Background ................................................................................................ 23
`B.
`Operating Defendants’ Agreement to Cut Production ............................................. 26
`C.
`Direct Evidence of Defendants’ Agreement ............................................................ 27
`(i) Witness 1 Learns of an Agreement Among Defendants ................................... 28
`(ii) Mr. Hooker Was Well Positioned to Know About Operating Defendants’
`Agreement ........................................................................................................ 30
`(iii) The Available Data Corroborates Witness 1’s Account ................................... 32
`Defendants Effectuate Their Agreement to Reduce Supply and Raise Prices ......... 39
`(i) Defendants Slash Production in 2015 ............................................................... 39
`(ii) Operating Defendants Continued to Artificially Limit Supply into 2016. ....... 43
`(iii) After Historic Cuts, Operating Defendants Continued to Keep Supply
`Restrained, Resulting in Higher Beef Prices and in 2017 and 2018 ................ 45
`(iv) In 2019 and 2020, Operating Defendants Continued Parallel Slaughter, Which
`Was Against Each Defendant’s Independent Self-Interest .............................. 46
`(v) Defendants Idled and Closed Plants, Refrained from Expanding Processing
`Capacity ............................................................................................................ 49
`
`D.
`
`i
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 3 of 101
`
`E.
`F.
`
`G.
`
`(vi) Parallel Reductions in Cash Cattle Purchases and Anticompetitive Queuing
`Conventions ...................................................................................................... 51
`(vii) Operating Defendants Signaled Their Conspiracy and Encouraged Each Other
`to Maintain it .................................................................................................... 53
`Defendants’ Conspiracy Increased the Spread Between Cattle and Beef Prices ..... 55
`Tyson Foods and, Jointly, JBS S.A. and JBS USA Falsely Claimed Their Record
`Profits Were Due to Market Prescience, Not Supply Constraints ........................... 58
`Additional Plus Factors Encouraging the Reasonable Inference of Defendants’
`Conspiracy ............................................................................................................... 59
`(i) The Beef Market is Highly Concentrated ......................................................... 60
`(ii) Beef is a Commodity Product ........................................................................... 61
`(iii) The Demand for Beef is Inelastic ..................................................................... 62
`(iv) The Beef Market has High Barriers to Entry .................................................... 63
`(v) Defendants Took Advantage of Multiple Opportunities to Collude ................. 63
`(vi) Defendants Exacerbated Their Supply Restraints by Continuing to Reduce
`Their Imports .................................................................................................... 68
`(vii) The Production Cuts Were Implemented Despite Surging Beef Demand ........ 69
`(viii) Defendants’ Market Share Stability is Indicative of a Conspiracy .............. 70
`The Beef Industry Faces Governmental Inquiries and Investigations ..................... 73
`Defendants Fraudulently Concealed Their Conspiracy ........................................... 75
`(i) The Cargill Defendants ..................................................................................... 78
`(ii) The JBS Defendants .......................................................................................... 79
`(iii) National Beef .................................................................................................... 79
`(iv) The Tyson Defendants ...................................................................................... 81
`Plaintiff Was Unable to Discover the Existence of Operating Defendants’
`Conspiracy ............................................................................................................... 82
`Plaintiff Exercised Due Diligence in Attempting to Discover its Claim ................. 84
`K.
`V. ANTITRUST INJURY ........................................................................................................ 85
`VI. DEFENDANTS ENGAGED IN CONTINUING ANTITRUST VIOLATIONS ............... 88
`A.
`Defendants Renewed their Conspiracy with New and Independent Acts ............... 88
`B.
`Defendants Inflicted New and Accumulating Injury on Plaintiff ............................ 89
`VII. COUNT I: VIOLATION OF SECTION 1 OF THE SHERMAN ACT .............................. 90
`VIII. REQUEST FOR RELIEF .................................................................................................... 92
`IX. JURY TRIAL DEMANDED ............................................................................................... 93
`
`
`H.
`I.
`
`J.
`
`ii
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 4 of 101
`
`
`
`Plaintiff Sysco Corporation by and through its undersigned counsel, files this Complaint
`
`against the Defendants identified below, for their illegal conspiracy, which increased the wholesale
`
`price for beef1 sold in the United States beginning at least as early as 2015 and continuing through
`
`the present. Plaintiff brings this action against Defendants for injunctive relief and treble damages
`
`under the antitrust laws of the United States, and demands a trial by jury.
`
`I.
`
`NATURE OF THIS ACTION
`
`1.
`
`Defendants Cargill, Inc., Cargill Meat Solutions Corporation (a/k/a Cargill Protein
`
`a/k/a Cargill Protein – North America) (“CMS”), JBS S.A., JBS USA Food Company (“JBS
`
`USA”), Swift Beef Company (“Swift”), JBS Packerland, Inc. (“Packerland”), National Beef
`
`Packing Company (“National Beef”), Tyson Foods, Inc. (“Tyson Foods”), Tyson Fresh Meats,
`
`Inc. (“Tyson Fresh”) (collectively “Defendants”), are the world’s largest meat processing and
`
`packing companies, known in the industry as meatpackers or packers. In 2018, the operating
`
`company Defendants (CMS, JBS USA, Swift/Packerland, National Beef, and Tyson Fresh)
`
`(collectively “Operating Defendants”) — sold approximately 80 percent of the more than 25
`
`billion pounds of fresh and frozen beef supplied to the U.S. market. Collectively, they controlled
`
`approximately 81–85 percent of the domestic cattle processed (or slaughtered) in the market
`
`throughout the Conspiracy Period. The next largest meatpacker had only a 2–3 percent market
`
`share.
`
`2.
`
`Since at least January 1, 2015 until the present (the “Conspiracy Period”),
`
`Defendants have exploited their market power in this highly concentrated market by conspiring to
`
`limit the supply, and fix the prices, of beef sold to Plaintiff in the U.S. wholesale market. The
`
`
`1
`In this Complaint, “beef” means boxed and case ready meat from fed cattle and cows, and which may be sold
`in a variety of forms, including fresh or frozen, raw or cooked, or as a meat ingredient in a value added product. “Fed
`cattle” means steers and heifers raised in feedlots on a concentrated diet for the production and sale of beef.
`
`
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 5 of 101
`
`principal, but not exclusive, means Defendants have used to effectuate their conspiracy is a scheme
`
`to artificially constrain the supply of beef entering the domestic supply chain. Defendants’
`
`collusive restriction of the beef supply has had the intended effect of artificially inflating beef
`
`prices. As a result, Plaintiff paid higher prices than it would have paid in a competitive market.
`
`3.
`
`Recently, the U.S. Department of Justice (“DOJ”) and U.S. Department of
`
`Agriculture (“USDA”) launched investigations into whether Defendants fixed beef prices in the
`
`United States. On June 4, 2020, news sources reported that the DOJ’s Antitrust Division sent civil
`
`investigative demands to Defendants Tyson Foods, JBS SA, and Cargill, Inc., and to National Beef
`
`Inc. (a company related to Defendant National Beef) seeking information about their pricing
`
`practices dating back to January 2015.
`
`4.
`
`In March 12, 2020 testimony before the Senate Subcommittee on Agriculture, Rural
`
`Development, Food and Drug Administration, and Related Agencies, Secretary of Agriculture
`
`Sonny Perdue announced that the USDA had begun an investigation into suspiciously high beef
`
`prices. Secretary Perdue expressed serious concern that meatpackers were paying lower prices for
`
`live cattle without passing the cost savings on to Plaintiff and other beef purchasers. As he
`
`explained, the difference between prices for live cattle and prices for wholesale beef was
`
`“historically high.”
`
`5.
`
`On information and belief2, a confidential witness previously employed by Swift at
`
`its Cactus, Texas slaughter plant (“Witness 1”) has confirmed the existence of a conspiracy among
`
`the Operating Defendants. The witness has confirmed that all of the Defendants agreed to reduce
`
`
`2 Plaintiff’s allegations relating to Witness 1 and Witness 2 set forth in this Complaint are made on information and
`belief based on allegations contained in the Third Consolidated Amended Class Action Complaint filed in the District
`of Minnesota by Plaintiffs including the Ranchers Cattlemen Action Legal Fund. Ranchers Cattlemen Action Legal
`Fund, et al. v. Tyson Foods, et al., Case No. 19-cv-1222 , DE 312 (D. Minn.). See In re Cattle Antitrust Litigation,
`Case No. 20-cv-1319, DE 238 (D. Minn. Sept. 14, 2021) (denying motions to dismiss, based, at least in part, on similar
`allegations relating to Witnesses 1 and 2).
`
`2
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 6 of 101
`
`their cattle purchases and slaughter volumes for the purpose and effect of increasing their margins
`
`(i.e., the spread between what Defendants pay cattle ranchers for fed cattle and the price they
`
`charge purchasers like Plaintiff). Defendants’ transactional data and slaughter volume records,
`
`information published by the USDA, and Defendants’ public calls for industry-wide slaughter and
`
`capacity reductions corroborate Witness 1’s account.
`
`6.
`
`In addition to the high concentration in the wholesale beef industry, other structural
`
`characteristics of the domestic beef market facilitate Defendants’ conspiracy. Operating
`
`Defendants sit atop the supply and distribution chain that ultimately delivers beef to the market.
`
`Their vital role is to purchase cattle from the nation’s farmers and ranchers, slaughter and pack
`
`cattle into beef, and sell beef to purchasers like Plaintiff. Operating Defendants’ gatekeeping role
`
`has enabled them to collusively control upstream and downstream beef pricing throughout the
`
`Conspiracy Period.
`
`7.
`
`Other market characteristics serve as plus factors and support the inference of
`
`collusion among Defendants during the Conspiracy Period. These characteristics include producer
`
`concentration, high barriers to entry, inelastic demand, the commodity nature of beef, frequent
`
`opportunities to conspire, strong demand, market share stability, and decreased imports. These
`
`economic factors encouraged and fomented the formation of Defendants’ conspiracy and continue
`
`to foster its successful operation.
`
`8.
`
`Operating Defendants capitalized on the fundamental mechanism of supply and
`
`demand operating in a beef market vulnerable to successful cartel formation and operation, and
`
`illegally collaborated to restrain and manage production of beef in the United States.
`
`9.
`
`These practices created surpluses in the cattle market and shortages in the wholesale
`
`beef market. These artificial conditions, in turn, drove down the prices Operating Defendants paid
`
`3
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 7 of 101
`
`for cattle and boosted the prices Operating Defendants commanded for beef. The result intended
`
`and achieved by Operating Defendants has been higher profit margins (i.e., meat margins) than
`
`would have existed in a competitive market.
`
`10.
`
`This growth of Operating Defendants’ margins was aided by the way supply and
`
`demand operate in the beef industry. The supply of cattle is insensitive to short-term price changes
`
`because of the long lifecycle of livestock, livestock’s perishable nature, and the lack of any
`
`alternative use for livestock. Beef demand is also relatively insensitive to price fluctuations. As a
`
`result, Operating Defendants’ margins are very responsive to changes in the aggregate volume of
`
`slaughtered cattle.
`
`11.
`
`Another form of interaction conducive to Defendants’ collusion was frequent
`
`meetings between each other’s executives and key employees. Trade association conferences and
`
`other industry events offered convenient opportunities to exchange information, plans and
`
`strategies, and to build relationships. As described throughout this complaint, Operating
`
`Defendants seized these opportunities to advance their collusive supply restrictions.
`
`12.
`
`By the beginning of 2015, Defendants had begun exploiting favorable market
`
`conditions to launch their conspiracy. At that time, they undertook a campaign of reducing and
`
`restraining the beef supply, which campaign persists today. Publicly available industry data
`
`demonstrates Operating Defendants’ abrupt transition from competition to collusion. Joint
`
`management of their respective slaughter volumes during the Conspiracy Period is immediately
`
`apparent from Figure 1 below, which tracks their quarterly slaughter volumes and shows them
`
`moving in tandem.
`
`4
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 8 of 101
`
`Figure 1.
`
`
`The results of Defendants’ agreement to coordinate slaughter reductions and
`
`13.
`
`volume are illustrated in Figures 2 and 3 below. Figure 2 compares the average annual beef cattle
`
`slaughter by Operating Defendant and the smaller, non-defendant beef producers in the market
`
`(“Independent Packers”) before the Conspiracy Period (2007–2014) to the same average during
`
`the first five years of the Conspiracy Period (2015–2019), the years for which data is available.
`
`5
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 9 of 101
`
`Figure 2. Average Annual Commercial Slaughter of Cattle
`
`
`
`14.
`
`Figure 3 also compares the Operating Defendants’ and the Independent Packers’
`
`annual slaughter volumes during the Conspiracy Period and the pre-Conspiracy Period, but breaks
`
`out the slaughter volume for each year of the Conspiracy Period for which data is available. The
`
`graph confirms that Tyson Fresh, Swift/Packerland, CMS, and National Beef each slaughtered less
`
`fed cattle in every year in the Conspiracy Period compared to their pre-Conspiracy Period
`
`averages. It also shows that while Tyson Fresh, Swift/Packerland, CMS, and National Beef each
`
`gradually increased their slaughter volume from 2016 after their dramatic 2015 reductions, as the
`
`supply of fed cattle increased, their rate of increase was vastly outpaced by the slaughter volume
`
`increases of Independent Packers during the same period. Operating Defendants thus used periodic
`
`slaughter reductions and underutilized plant capacity to ensure their supply of beef never
`
`outstripped demand.
`
`
`
`
`
`
`
`6
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 10 of 101
`
`Figure 3.
`Average Pre-Conspiracy & Conspiracy Period Fed Cattle Slaughter-
`Operating Defendant vs. Others3
`
`
`15.
`
`
`These figures demonstrate that each Operating Defendant family curtailed its
`
`annual slaughter volumes during the Conspiracy Period, while the smaller beef processors
`
`collectively increased their slaughter volumes during the same period without making up the
`
`shortfall of beef created by the conspiracy.
`
`16.
`
`As an immediate consequence of Operating Defendants’ reduced supply, the beef
`
`market experienced a dramatic change of price behavior. Before 2015, prices of cattle and beef
`
`predictably moved in tandem. That correlation was the natural economic relationship in a
`
`competitive market because beef is simply processed cattle.
`
`17.
`
`But, at the start of the Conspiracy Period, when Operating Defendants began to cut
`
`production, this fundamental economic relationship between cattle and beef prices abruptly
`
`changed. The degree of correlation of cattle and beef prices diverged (to Operating Defendants’
`
`
`3 National Beef acquired Iowa Premium in June 2019, adding 300,000 head to its annual fed cattle slaughter volume.
`Absent that acquisition, its year-on-year slaughter volume was flat against 2018, while Independent Packers’ collective
`slaughter volume rose by approximately 100,000 head (netting out National Beef’s acquisition of Iowa Premium).
`
`7
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 11 of 101
`
`benefit) without any credible, non-collusive explanation. The relevant supply and demand factors
`
`in the industry no longer explained the prices charged to direct purchasers.
`
`18.
`
`Starting in 2015, wholesale beef prices began to show unusual trends. The per-
`
`pound price of cattle had historically stayed within 20 to 40 cents of the per-pound average
`
`wholesale price of beef. But in 2015, the spread between those prices increased dramatically as
`
`Figure 4 and Figure 5 demonstrate.
`
`Figure 4.
`
`
`
`
`
`Figure 5.
`
`
`
`
`8
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 12 of 101
`
`19.
`
`According to USDA Economic Research Service data, the average spread between
`
`the average farm value of cattle and wholesale value of beef was substantially higher from January
`
`2015 to present than during the preceding five years. From 2010 to 2014, the average farm-to-
`
`wholesale spread was about $34. But from 2015 to 2018, the average spread was about $54—a
`
`59% increase. The spread continued to balloon, by 2020 reaching about $71, a 109% increase from
`
`the pre-conspiracy period average.
`
`20.
`
`Operating Defendants’ ability to cut beef production while maintaining inflated
`
`beef prices during the Conspiracy Period provides compelling circumstantial evidence of their
`
`conspiracy. In a beef market free from collusion, if a competitor reduces its purchase of cattle,
`
`other competitors quickly pick up the slack to boost their sales and increase their market shares.
`
`21.
`
`In that environment, a competitor would not cut its purchases and suffer lost sales
`
`thereby compromising any hope of increasing its profit margin. Only colluding meatpackers would
`
`expect to benefit by reducing their purchases and slaughter of cattle – because they knew their
`
`would-be competitors would not be increasing their purchasing volumes as one would expect in a
`
`competitive market. By slashing their supply output in concert, Operating Defendants have been
`
`able to expand their profit margins, confident that none of them would grab volume from another.
`
`22.
`
`United by their conspiracy, Operating Defendants were confident that none of them
`
`would break ranks and disproportionately expand their beef production to satisfy unmet demand.
`
`Armed with this assurance, Operating Defendants improved their meat margins by achieving and
`
`sustaining an unprecedented gap between cattle and beef prices.
`
`23.
`
`Aided by their collective market power in the upstream (cattle) and downstream
`
`(beef) markets, Operating Defendants’ conspiracy allowed them to steadily enlarge their operating
`
`margins throughout the Conspiracy Period. By the end of 2020, the two largest Defendants, Tyson
`
`9
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 13 of 101
`
`Foods and JBS USA, were reporting record margins in their beef business. Tyson Foods reported
`
`that its beef business’ operating margin was nearly 10.7% percent — significantly eclipsing its
`
`2014 beef business operating margin of 2.1%. JBS USA reported a higher average beef business
`
`EBITDA margin of 11.5% percent for the first three quarters of 2020.
`
`24.
`
`In summary, Defendants colluded during the Conspiracy Period to reduce supplies
`
`of beef in tandem thereby raising and fixing beef prices at levels higher than prices that would
`
`have prevailed had the beef market been competitive. As a direct result, Plaintiff suffered antitrust
`
`injury by paying illegally inflated prices for beef it purchased from Defendants.
`
`II.
`
`JURISDICTION AND VENUE
`
`25.
`
`Plaintiff brings this action under Sections 4 and 16 of the Clayton Act, 15 U.S.C.
`
`§§ 15 and 26, for injunctive relief and to recover treble damages and the costs of this suit, including
`
`reasonable attorneys’ fees, against Defendants for the injuries sustained by Plaintiff by virtue of
`
`Defendants’ violations of Section 1 of the Sherman Act, 15 U.S.C. § 1.
`
`26.
`
`This Court has subject matter jurisdiction under 28 U.S.C. §§ 1331, 1337 and
`
`Sections 4 and 16 of the Clayton Act, 15 U.S.C. §§ 15(a) and 26.
`
`27.
`
`Venue is appropriate in this District under Sections 4, 12, and 16 of the Clayton
`
`Act, 15 U.S.C. §§ 15, 22, and 26 and 28 U.S.C. § 1391(b), (c) and (d) because one or more
`
`Defendants transacted business in this District, is licensed to do business or is doing business in
`
`this District, or has an agent who transacted business in this District and because a substantial
`
`portion of the affected interstate commerce described herein was carried out in this District.
`
`28.
`
`This Court has personal jurisdiction over each of the Defendants because, inter alia,
`
`each Defendant (a) transacted business throughout the United States, including in this District; (b)
`
`manufactured, sold, shipped, and delivered or directed the manufacture, sale, shipment, and
`
`delivery of substantial quantities of beef throughout the United States, including in this District;
`
`10
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 14 of 101
`
`(c) had substantial contacts with the United States, including in this District; and (d) engaged in an
`
`antitrust conspiracy that was directed at and had a direct, foreseeable, and intended effect of
`
`causing injury to the business or property of persons residing in, located in, or doing business
`
`throughout the United States, including in this District.
`
`29.
`
`The activities of the Defendants, as described herein, were within the flow of, were
`
`intended to, and did have direct, substantial and reasonably foreseeable effects on the interstate
`
`commerce of the United States.
`
`III.
`
`PARTIES
`
`A.
`30.
`
`Plaintiff
`
`Plaintiff Sysco Corporation (“Plaintiff” or “Sysco”) is a Delaware corporation with
`
`its principal place of business in Houston, Texas. Sysco is one of the leading marketers and
`
`distributors of food products and food services in the United States. From 2015 to present, Sysco
`
`purchased beef or beef products at artificially inflated prices directly from various Defendants,
`
`an/or their affiliates, agents, or co-conspirators and suffered injury to its business or property as a
`
`direct or proximate result of Defendants’ wrongful conduct.
`
`31.
`
`Sysco is a “person” with standing to sue Defendants for damages and other relief
`
`under Section 1 of the Sherman Act, 15, U.S.C. § 1, and Sections 4 and 16 of the Clayton Act, 15
`
`U.S.C. §§ 15(a) & 26.
`
`B.
`
`Defendants
`
`The Cargill Defendants
`
`(i)
`Cargill, Inc. is a privately held Delaware corporation with its principal place of
`
`32.
`
`business at 15407 McGinty Road, Wayzata, Minnesota 55391. During the Conspiracy Period,
`
`Cargill, Inc. and/or its predecessors, wholly owned or controlled subsidiaries, or affiliates sold beef
`
`11
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 15 of 101
`
`in interstate commerce, directly or through Cargill, Inc.’s wholly owned or controlled affiliates, to
`
`purchasers in the United States. Cargill, Inc. is the parent company.
`
`33.
`
`Defendant Cargill Meat Solutions Corporation (a/k/a Cargill Protein) (“CMS”) is a
`
`Cargill, Inc. subsidiary. CMS is a Delaware corporation with its principal place of business at 825
`
`East Douglas Avenue, Wichita, Kansas 67202. CMS is the principal operating entity within
`
`Cargill, Inc.’s U.S. cattle and beef business and is a wholly owned subsidiary of Cargill, Inc. On
`
`information and belief, CMS owns directly, or indirectly through its subsidiaries, Cargill, Inc.’s
`
`U.S. fed cattle slaughter plants, and contracts for the purchase of cattle slaughtered there.
`
`34.
`
`Throughout the Conspiracy Period, Cargill, Inc. wholly owned, as a direct or
`
`indirect subsidiary, CMS and sold, along with CMS, beef in interstate commerce, directly or
`
`through this wholly owned or controlled affiliate, to purchasers in the United States.
`
`35.
`
`During the Conspiracy Period, Cargill, Inc. and CMS shared a unity of corporate
`
`interest and operated as part of a single enterprise in furtherance of the conspiracy that purposefully
`
`directed conduct causing injury to and derived direct benefit from purchasers in the United States,
`
`including Plaintiff, and in this District.
`
`The JBS Defendants
`
`(ii)
`Defendant JBS S.A. is a Brazilian corporation with its principal place of business
`
`36.
`
`at Av. Marginal Direta do Tiete, 500 Bloco 3-30 andar, Vila Jaguara, Sao Paulo 05.118-100, Brazil.
`
`During the Conspiracy Period, JBS S.A. and/or its predecessors, wholly owned or controlled
`
`subsidiaries, or affiliates sold beef in interstate commerce, directly or through JBS S.A.’s wholly
`
`owned or controlled affiliates, to purchasers in the United States. JBS S.A. is the parent company.
`
`37.
`
`JBS USA Food Company (“JBS USA”) is a Delaware corporation with its principal
`
`place of business at 1770 Promontory Circle, Greeley, Colorado 80634. JBS USA is the principal
`
`12
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 16 of 101
`
`operating entity within JBS S.A.’s U.S. cattle and beef business and the contracting entity for
`
`certain of JBS S.A.’s purchases of fed cattle in the United States.
`
`38.
`
`Defendant Swift Beef Company (“Swift”) is a Delaware corporation with its
`
`principal place of business at 1770 Promontory Circle, Greeley, Colorado 80634. Swift owns
`
`directly, or indirectly through its subsidiaries, certain of JBS S.A.’s U.S. fed cattle slaughter plants
`
`including the Cactus, Texas; Greeley, Colorado; Grand Island, Nebraska; and Hyrum, Utah plants.
`
`On information and belief, Swift contracts for the majority of fed cattle to be slaughtered at these
`
`plants.
`
`39.
`
`Defendant JBS Packerland, Inc. (“Packerland”) is a Delaware corporation with its
`
`principal place of business at 1770 Promontory Circle, Greeley, Colorado 80634.
`
`40.
`
`On information and belief, Packerland owns directly, or indirectly through its
`
`subsidiaries, certain of JBS S.A.’s U.S. fed and dairy cattle slaughter plants, including the
`
`Packerland packing plants in Green Bay, Wisconsin and Plainwell, Michigan, the Sun Land beef
`
`plant in Tolleson, Arizona, and the Moyer Packing plant in Souderton, Pennsylvania. On
`
`information and belief, Packerland contracts for the majority of fed cattle to be slaughtered at these
`
`plants.
`
`41.
`
`On information and belief, various senior staff and executives responsible for the
`
`operation of JBS’s U.S. fed cattle and beef business during the Conspiracy Period were employed
`
`by each of JBS USA, Swift, and Packerland.
`
`42.
`
`Throughout the Conspiracy Period, JBS S.A. wholly owned, as direct or indirect
`
`subsidiaries, JBS USA, Swift, and Packerland and sold, along with JBS USA, Swift, and
`
`Packerland, beef in interstate commerce, directly or through these wholly owned or controlled
`
`affiliates, to purchasers in the United States.
`
`13
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 17 of 101
`
`43.
`
`During the Conspiracy Period, the JBS Defendants shared a unity of corporate
`
`interest and operated as part of a single enterprise in furtherance of the conspiracy that purposefully
`
`directed conduct causing injury to and derived direct benefit from purchasers in the United States,
`
`including Plaintiff, and in this District.
`
`(iii) The Tyson Defendants
`Tyson Foods, Inc. (“Tyson Foods”) is a publicly traded Delaware corporation
`
`44.
`
`headquartered in Springdale, Arkansas. During the Conspiracy Period, Tyson Foods and/or its
`
`predecessors, wholly owned or controlled subsidiaries, or affiliates sold beef in interstate
`
`commerce, directly or through its wholly owned or controlled affiliates, to purchasers in the United
`
`States.
`
`45.
`
`Defendant Tyson Fresh Meats, Inc. (“Tyson Fresh”) is a wholly owned subsidiary
`
`of Tyson Foods. Tyson Fresh is a Delaware corporation with its principal place of business at 800
`
`Stevens Port Drive, Dakota Dunes, South Dakota 57049. Tyson Fresh is the principal operating
`
`entity within Tyson Foods’ U.S. cattle and beef business.
`
`46.
`
`On information and belief, Tyson Fresh owns directly, or indirectly through its
`
`subsidiaries, Tyson Foods’ U.S. fed cattle slaughter plants and contracts for the purchase of cattle
`
`slaughtered there.
`
`47.
`
`Throughout the Conspiracy Period, Tyson Foods wholly owned Tyson Fresh as a
`
`direct or indirect subsidiary, and along with Tyson Fresh sold beef in interstate commerce, directly
`
`or through this wholly owned or controlled affiliate, to purchasers in the United States.
`
`48.
`
`On June 10, 2020, Tyson Foods announced it was fully cooperating with the DOJ’s
`
`price-fixing investigation into the broiler chicken industry under the antitrust division’s Corporate
`
`Leniency Program.
`
`14
`
`

`

`CASE 0:22-cv-01750-JRT-JFD Doc. 1 Filed 06/24/22 Page 18