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United States v. Cargill Meat Solutions Corp., et al.; Proposed Final Judgments and Competitive Impact Statement

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Published

September 16, 2022

Issuing agencies

Justice DepartmentAntitrust Division

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[Federal Register Volume 87, Number 179 (Friday, September 16, 2022)]
[Notices]
[Pages 57028-57066]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-20014]

[[Page 57027]]

Vol. 87

Friday,

No. 179

September 16, 2022

Part II

Department of Justice

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Antitrust Division

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United States v. Cargill Meat Solutions Corp., et al.; Proposed Final
Judgments and Competitive Impact Statement; Notice

Federal Register / Vol. 87 , No. 179 / Friday, September 16, 2022 /
Notices

[[Page 57028]]

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DEPARTMENT OF JUSTICE

Antitrust Division

United States v. Cargill Meat Solutions Corp., et al.; Proposed
Final Judgments and Competitive Impact Statement

Notice is hereby given pursuant to the Antitrust Procedures and
Penalties Act, 15 U.S.C. 16(b)-(h), that proposed Final Judgments,
Stipulations, and a Competitive Impact Statement have been filed with
the United States District Court for the District of Maryland in United
States of America v. Cargill Meat Solutions Corp., et al., Civil Action
No. 1:22-cv-01821. On July 25, 2022, the United States filed a
Complaint alleging that three poultry processors (Cargill, Sanderson
Farms, and Wayne Farms), as part of a conspiracy with other poultry
processors that together employ more than 90 percent of all poultry
processing plant workers in the United States, conspired to collaborate
with and assist their competitors in making decisions about worker
compensation, including wages and benefits, and to exchange information
about current and future compensation plans for their processing plant
workers, in violation of section 1 of the Sherman Act, 15 U.S.C. 1. The
Complaint also alleges that data consultants, including WMS & Co. and
its CEO, G. Jonathan Meng, facilitated the processors' collaboration
and compensation information exchanges, in violation of section 1 of
the Sherman Act, 15 U.S.C. 1.
The proposed Final Judgments, filed at the same time as the
Complaint, require Cargill, Sanderson Farms, Wayne Farms, WMS, and Meng
to cease their information-sharing and facilitation of such conduct. In
addition, the settling defendants are prohibited from sharing or
facilitating the sharing of competitively sensitive information among
competitors and required to cooperate with the United States' ongoing
investigation. Additionally, under the terms of the proposed settlement
with Cargill, Sanderson Farms, and Wayne Farms, the court will appoint
an external monitor to ensure compliance with the terms of the
settlement and the antitrust laws. Cargill, Sanderson Farms, and Wayne
Farms will also pay restitution to affected poultry processing workers.
Copies of the Complaint, proposed Final Judgments, and Competitive
Impact Statement are available for inspection on the Antitrust
Division's website at <a href="http://www.justice.gov/atr">http://www.justice.gov/atr</a> and at the Office of
the Clerk of the United States District Court for the District of
Maryland. Copies of these materials may be obtained from the Antitrust
Division upon request and payment of the copying fee set by Department
of Justice regulations.
Public comment is invited within 60 days of the date of this
notice. Such comments, including the name of the submitter, and
responses thereto, will be posted on the Antitrust Division's website,
filed with the Court, and, under certain circumstances, published in
the Federal Register. Comments should be submitted in English and
directed to Lee Berger, Chief, Civil Conduct Task Force, Antitrust
Division, Department of Justice, 450 Fifth Street NW, Suite 8600,
Washington, DC 20530 (email address: <a href="/cdn-cgi/l/email-protection#9ad6ffffb4d8ffe8fdffe8daefe9fef5f0b4fdf5ec"><span class="__cf_email__" data-cfemail="cd81a8a8e38fa8bfaaa8bf8db8bea9a2a7e3aaa2bb">[email&#160;protected]</span></a>).

Suzanne Morris,
Chief, Premerger and Division Statistics, Antitrust Division.

United States District Court for the District of Maryland

United States of America, 450 Fifth Street NW, Washington, DC
20530, Plaintiff; v. Cargill Meat Solutions Corporation, 825 East
Douglas Avenue, 9th Floor, Wichita, KS 67202, Cargill, Inc., 15407
McGinty Road West, Wayzata, MN 55391, G. Jonathan Meng, 734 Wild
Rose Road, Silverthorne, CO 80498, Sanderson Farms, Inc., 127 Flynt
Road, Laurel, MS 39443, Wayne Farms, LLC, 4110 Continental Drive,
Oakwood, GA 30566, Webber, Meng, Sahl and Company, Inc., d/b/a/ WMS
& Company, Inc., 1200 E High Street, Suite 104, Pottstown, PA 19464,
Defendants.

Civil Action No.: 22-cv-1821
(Gallagher, J.)

Complaint

Americans consume more poultry than any other animal protein.
Before poultry is prepared for consumption, it passes through a complex
supply chain that includes hatcheries that hatch chicks from eggs;
growers that raise poultry until the birds are ready for slaughter; and
poultry processing plants where workers perform dangerous tasks under
difficult conditions to slaughter and pack chickens and turkeys for
distribution to consumers.
Poultry processing plant workers deserve the benefits of free
market competition for their labor. For at least two decades, however,
poultry processors that employ more than 90 percent of all poultry
processing plant workers in the United States conspired to (i)
collaborate with and assist their competitors in making decisions about
worker compensation, including wages and benefits; (ii) exchange
information about current and future compensation plans; and (iii)
facilitate their collaboration and information exchanges through data
consultants. This conspiracy distorted the normal bargaining and
compensation-setting processes that would have existed in the relevant
labor markets, and it harmed a generation of poultry processing plant
workers by artificially suppressing their compensation.
Poultry processors have also engaged in deceptive practices
associated with the ``tournament system.'' Under this system, growers
are penalized if they underperform other growers, but poultry
processors control the key inputs (like chicks and seed) that often
determine a grower's success. Poultry processors often fail to disclose
the information that growers would need to evaluate and manage their
financial risk or compare offers from competing processors.
The United States of America brings this civil action under Section
1 of the Sherman Act, 15 U.S.C. 1, and Section 202(a) of the Packers
and Stockyards Act, 7 U.S.C. 192(a), to enjoin this unlawful conduct.

Table of Contents

I. Nature of the Action........................................ 212
II. Jurisdiction and Venue..................................... 217
III. Terms of Reference........................................ 218
IV. Defendants................................................. 221
A. Cargill................................................. 221
B. Wayne................................................... 222
C. Sanderson............................................... 222
D. WMS..................................................... 223
E. Jonathan Meng........................................... 224
F. Co-Conspirators......................................... 225
V. Factual Allegations......................................... 225
A. Poultry Industry Background............................. 225
1. Hatcheries and Growers.............................. 225

[[Page 57029]]

2. Poultry Processing Plants........................... 226
3. Poultry Processing Plant Workers and Compensation... 227
a. Poultry Processing Plant Work and Workers........... 227
b. Competition for Poultry Processing Plant Workers.... 230
c. Setting and Adjusting Plant Worker Compensation..... 231
B. Defendants' Conspiracy To Collaborate on Compensation 232
Decisions, Share Compensation Information, and Use
Consultants To Facilitate Their Conspiracy................
1. WMS Poultry Industry Survey Group................... 234
a. WMS Survey Group History, Rules, and Control by 235
Processor Conspirators................................
b. Compensation Data Exchanged Through WMS Survey Group 237
c. WMS Survey Group Exchanges by Year, Defendant, and 241
Type of Information Exchanged in Surveys and In-Person
Meetings..............................................
2. Direct Processor-to-Processor Collaboration and 246
Information Exchanges.................................
a. Chicken Industry Wage Index (``CHIWI'') Exchange.... 246
b. U.S. Poultry & Egg Association Member Processors' 248
Exchanges.............................................
c. Processor Conspirators' Ad Hoc Direct Exchanges..... 250
3. Exchange of Compensation Information Through 251
Consultant Co-Conspirator 1...........................
4. Processors' Collaboration and Assistance on 252
Compensation..........................................
5. Processors Recognize Their Agreement Likely Violated 258
the Antitrust Laws and Attempt To Cover It Up.........
C. Defendants Sanderson's and Wayne's Deceptive Practices 260
Toward Growers............................................
VI. Elements of the Sherman Act Claim.......................... 262
A. The Agreement To Collaborate on Compensation Decisions, 262
Exchange Compensation Information, and Facilitate Such
Collaboration and Exchanges...............................
B. Primary Poultry Processing Plant Employment Is a 262
Relevant Labor Market.....................................
C. The Geographic Markets for Poultry Processing Plant 265
Labor.....................................................
D. Market Power............................................ 272
E. Anticompetitive Effects: Processor Conspirators' 272
Conspiracy Anticompetitively Affected Decisions About
Compensation for Plant Processing Workers.................
VII. Violations Alleged........................................ 277
A. Count I: Sherman Act Section 1 (All Defendants)......... 277
B. Count II: Packers and Stockyard Act Section 202(a) 279
(Defendants Sanderson and Wayne Only).....................
VIII. Requested Relief......................................... 280

I. Nature of the Action

1. From chicken noodle soup to golden-roasted Thanksgiving turkey,
Americans love to eat poultry. Americans consume more poultry than any
other animal protein, including beef and pork.
2. By the time poultry is served in a home kitchen, restaurant, or
school cafeteria, it has passed through a complex supply chain that
includes hatcheries, growers (i.e., farmers who raise live poultry for
meat or eggs), and poultry processors, which employ hundreds of
thousands of workers who process chicken or turkey for distribution to
customers or secondary processing plants.
3. Poultry processing plant workers play a vital role in the
poultry meat supply chain. These workers catch, slaughter, gut, clean,
debone, section, and pack chickens and turkeys into saleable meat. Many
of them withstand physically demanding and often dangerous working
conditions. For example, a ``live hanger'' in a poultry processing
plant grabs, lifts, and hangs for slaughter about 30 living birds per
minute, as each bird claws, bites, and flaps its wings. These workers
risk injuries ranging from exhaustion to mutilation to provide for
themselves and their families. In doing so, they help make food
available to families nationwide.
4. Like all workers, poultry processing plant workers deserve the
benefits of free market competition for their labor, including wages
and benefits that are set through a competitive process that is free
from anticompetitive coordination between employers. Instead, for at
least the past 20 years, poultry processors that dominate local
employment markets for poultry processing plant workers and employ more
than 90 percent of all such workers in the United States collaborated
on and assisted each other with compensation decisions. Their
conspiracy included sharing data and other information--directly and
through consultants--about their current and future compensation plans.
Rather than make compensation decisions independently, these processors
chose to help each other at the expense of their workers. As a result,
they artificially suppressed compensation in the labor markets in which
they compete for poultry processing plant workers, and deprived a
generation of poultry processing plant workers of fair pay set in a
free and competitive labor market.
5. Through communications over decades, which occurred in large
groups, small groups, and one-to-one, these poultry processors agreed
that they would assist each other by discussing and sharing information
about how to compensate their poultry processing plant workers. As one
poultry processor wrote to another about sharing wage rates, ``I am
interested in sharing this information with you. . . . I am hoping we
can develop a collaborative working relationship.'' The poultry
processors' collaboration on compensation decisions, including their
exchange of compensation information, took many forms over the years of
the conspiracy. For example:
a. An employee of one poultry processor emailed eight competitors
that ``It's that time of year already'' and requested ``your companies
projected salary budget increase recommendation.'' Her coworker added,
``Seriously--any info you can give us will be helpful.'' \1\
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\1\ In quotes throughout the Complaint, all spelling and
grammatical errors are transcribed as they were found in the primary
source text, without [sic] notions.
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b. A group of competing poultry processors exchanged
``disaggregated raw [identifiable] data regarding the compensation of
hourly-paid workers . . . broken down by plant and location''; base pay
and bonuses ``for each specific salaried position'' included in their
survey; any ``planned increase in the salary range for the current
budget year''; any ``planned increase in the salary range for the next
budget year''; the dates of planned future increases; and
``disaggregated, raw data for some benefits.'' Employees of these
poultry processors then met in

[[Page 57030]]

person and discussed specific compensation, including attendance
bonuses and overtime work payments.
c. When one poultry processor human resources employee emailed two
competitors to ask ``what your starting rate is for these kids hired
right out of college,'' she noted in the same correspondence that her
employer was ``in the midst of completely revamping our Plant
Management Trainee program.'' Without further prompting, her competitor
shared detailed wage information for its Beginner and Advanced Trainee
program.
d. One poultry processor emailed others, ``I had a question for the
group also. We are trying to determine what is reasonable for salaried
employee to be compensated for working 6 and/or 7 days in a work week
when the plant is running. . . Do you pay extra for these extra days
worked for salaried (exempt) employees?'' and ``If so, how is that
calculated?''
e. Nearly the entire poultry industry has subscribed to exchanges
of information through a data consultant that includes compensation
information that is so disaggregated that industry participants could
determine the wages and benefits their competitors pay for specific
positions at specific plants across the country.
6. These collaborations demonstrate a clear agreement between
competitors to ask for help with compensation decisions and to provide
such help to others upon request. As part of this agreement to
collaborate, the poultry processors shared information about current
and future compensation decisions. They also shared disaggregated and
identifiable information, which could readily be traced to a particular
competitor or even a particular plant.
7. Even apart from their collaboration on compensation decisions,
the poultry processors' information exchanges--standing alone--also
violated the Sherman Act. The poultry processors, both directly and
through data consultants, shared compensation information so detailed
and granular that the poultry processors could determine the wages and
benefits their competitors were paying--and planning to pay--for
specific job categories at specific plants. The compensation
information the poultry processors exchanged allowed them to make
compensation decisions that benefited themselves as employers and
suppressed competition among them for workers.
8. Defendants Cargill Meat Solutions Corporation and Cargill, Inc.
(together, ``Cargill''), Sanderson Farms, Inc. (``Sanderson''), Wayne
Farms, LLC (``Wayne''), Webber, Meng, Sahl & Co., Inc. (``WMS''), and
WMS President G. Jonathan Meng participated in this unlawful
conspiracy, together with other poultry processors and another
consulting firm.\2\
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\2\ The Complaint labels conspirators other than the Defendants
with pseudonyms because the United States has an ongoing
investigation into this conduct.
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9. The poultry processors kept their collaboration and information
exchanges secret in an attempt to hide their anticompetitive conduct.
As a condition for membership in the survey exchange facilitated by one
data consultant, the poultry processors promised that they would keep
the compensation information exchanged confidential. When the survey
group members met to collaborate on compensation decisions, they asked
and expected the data consultant to leave the room when they discussed
current and future compensation decisions. Even when one processor left
the survey due to legal concerns in 2012, the poultry processors did
not end their anticompetitive conduct; the other survey participants
continued collaborating and exchanging information.
10. When antitrust authorities and private class-actions began to
surface anticompetitive conduct in other parts of the poultry industry,
the poultry processors grew alarmed about the risk that their
conspiracy would be found out. One of them warned the others about ``a
private investigator'' who was asking ``questions about the types of
information we shared at our meeting, the survey and other questions
that I will simply call `general anti-trust fishing' questions. . . .
So just a little reminder that the bad-guys are still out there, and
why we hold strict confidences about discussing wages.''
11. For at least two decades, poultry processors that dominated
local markets for poultry processing plant work and controlled more
than 90 percent of poultry processing plant jobs nationwide agreed to
help each other make decisions about current and future compensation
for their hourly and salaried plant workers, to exchange information
about current and future compensation decisions, and to facilitate such
exchanges through data consultants. The processors used the information
they received through their collaboration and exchanges to make
decisions on compensation for their workers. Indeed, they found it so
useful that when fear of antitrust liability finally motivated several
poultry processors to remove disaggregated compensation information
from their exchanges, one processor complained that the new survey
``has suffered significant obscuring of results . . . and I would ask--
is it still useful information any longer?''
12. The agreement to collaborate on compensation decisions and
exchange information had the tendency and effect of suppressing
competition for poultry processing workers and thereby suppressing
these workers' compensation. The poultry processors' conspiracy is a
scheme among competing buyers of labor that collectively possess market
power over the purchase of poultry processing plant labor. By
conspiring on decisions about compensation, these firms, with the
assistance of consultants, collaborated to control the terms of
employment of poultry processing plant jobs. Ultimately, the conspiracy
gave the poultry processors the ability to suppress competition and
lower compensation below the levels that would have prevailed in a free
market.
13. The agreement to collaborate with and assist competing poultry
processors in making compensation decisions, to exchange compensation
information, and to facilitate this conduct through consultants is an
unlawful restraint of trade in violation of Section 1 of the Sherman
Act, 15 U.S.C. 1. It should be enjoined.
14. Defendants Sanderson and Wayne have further acted deceptively
to their growers, the farmers responsible for raising the poultry for
slaughter. These Defendants compensate their growers through the
``tournament system,'' under which growers' base compensation is
adjusted up or down depending on how each grower performs relative to
others on defined metrics. But Sanderson and Wayne supply growers with
the major inputs that contribute to growers' performance, such as
chicks and feed, and these Defendants' contracts with growers omit
material information about the variability of the inputs provided to
growers. Because Sanderson and Wayne do not adequately disclose the
risk inherent in their tournament systems to growers, growers cannot
reasonably evaluate the range of potential financial outcomes, manage
their risks, or compare competing poultry processors. This failure to
disclose is deceptive and violates the Section 202(a) of the Packers
and Stockyards Act, 1921, as amended and supplemented, 7 U.S.C. 192(a).
These deceptions should be enjoined.

[[Page 57031]]

II. Jurisdiction and Venue

15. Each Defendant has consented to personal jurisdiction and venue
in the District of Maryland.\3\
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\3\ In addition, Defendant Cargill, Inc. owns and operates
facilities, and employs workers, in Maryland. Processor Co-
Conspirator 14a and Processor Co-Conspirator 14b reside in Maryland.
Processor Co-Conspirator 14b owns poultry processing plants and
employs and compensates the company's plant workers located in
Maryland, while Processor Co-Conspirator 14a sets compensation for
its plant workers working in Maryland. Processor Co-Conspirator 2
also owns and operates poultry plants in Maryland, at which it
compensates its plant workers. Defendants WMS and Meng sold services
to Processor Co-Conspirators 14a, 14b, and 2.
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16. Defendants WMS and Meng sell services to clients throughout the
United States, including in Maryland. WMS's and Meng's services
included collecting, compiling, and providing data on poultry
processing worker compensation across the United States, including
information about poultry processing workers in Maryland.
17. Defendants Cargill, Sanderson, and Wayne sell poultry meat
throughout the United States. As of 2022, poultry processing in the
U.S. was a $30 billion industry. Each of these three Defendants is
engaged in interstate commerce and activities that substantially affect
interstate commerce. The collaboration between these Defendants in
making compensation decisions, including through exchanges of
processing plant compensation information that involved all Defendants,
also substantially affects interstate commerce.
18. The Court has subject matter jurisdiction under 28 U.S.C. 1331,
28 U.S.C. 1337, and Section 4 of the Sherman Act, 15 U.S.C. 4, to
prevent and restrain Defendants from violating Section 1 of the Sherman
Act, 15 U.S.C. 1.
19. Venue is proper in this judicial district under Section 12 of
the Clayton Act, 15 U.S.C. 22 and 28 U.S.C. 1391(b), and (c) because
one or more of the Defendants and co-conspirators transacted business,
was found, and/or resided in this District; a substantial part of the
events giving rise to the United States' claim arose in this District;
and a substantial portion of the affected interstate trade and commerce
described herein has been carried out in this District. The Court has
personal jurisdiction over each Defendant under 15 U.S.C. 22, 5.
20. Regarding violations by Defendants Sanderson and Wayne of the
Packers and Stockyard Act, 1921, as amended and supplemented, 7 U.S.C.
181 et seq., the Court has jurisdiction under 28 U.S.C. 1345 and 7
U.S.C. 224.

III. Terms of Reference

21. This Complaint refers to the consultants and poultry processors
involved in the conspiracy as follows:
22. The consultant conspirators include Defendants WMS and G.
Jonathan Meng (together, the ``Consultant Defendants'') and Consultant
Co-Conspirator 1.\4\
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\4\ As noted above, co-conspirators have been designated with
pseudonyms because the United States has an ongoing investigation
into this conduct.
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23. The poultry processor conspirators include Cargill, Sanderson,
and Wayne (together, the ``Processor Defendants''), and Processor Co-
Conspirators 1 through 18, inclusive, which are distinct poultry
processing companies. Processor Co-Conspirators 8, 14, and 18 include
subsidiaries that were also involved in the conspiracy. These
subsidiaries are identified, when relevant, through letter notation
(e.g., Processor Co-Conspirator 8a or 14b).
24. The Processor Defendants, together with Processor Co-
Conspirators 1 through 18, inclusive, are the ``Processor
Conspirators.''
25. Acts in furtherance of the conspiracy to collaborate with and
assist competitors, to exchange information, and to facilitate such
collaboration and exchanges can be summarized as detailed on the
following page:

Conduct Involved in Conspiracy
------------------------------------------------------------------------
Descriptor Anticompetitive conduct
------------------------------------------------------------------------
Collaboration on Compensation Poultry processors attended in-person
Decisions (``Collaboration meetings and engaged in direct
Conduct''). communications with their competitors to
collaborate with and assist each other
in making compensation decisions,
including through the direct exchange of
compensation information and the
indirect exchange of such information
facilitated by consultants WMS and
Consultant Co-Conspirator 1. Such
compensation decisions and compensation
information exchanges included current
and future, disaggregated, and
identifiable confidential compensation
information related to poultry
processing plant workers. This
collaboration was anticompetitive, and
it suppressed poultry processing plant
worker compensation. Period: 2000 or
earlier to present.
Exchange of Compensation As part of the Processor Conspirators'
Information Facilitated by conspiracy to collaborate on
WMS (``WMS Exchange''). compensation decisions, they paid
Defendants WMS and Jonathan Meng to
facilitate a poultry processing plant
worker compensation survey, designed and
with rules set by the Processor
Conspirators, which included the
exchange of current and future,
disaggregated, and identifiable
confidential compensation information
related to poultry processing plant
workers. This exchange was
anticompetitive, and it suppressed
poultry processing plant worker
compensation. Period: 2000 or earlier to
2020.
Exchange of Compensation As part of the Processor Conspirators'
Information Facilitated by conspiracy to collaborate on
Consultant Co-Conspirator 1 compensation decisions, they submitted
(``Consultant Co-Conspirator to and purchased from Consultant Co-
1 Exchange''). Conspirator 1 current, disaggregated,
and identifiable confidential
compensation information related to
poultry processing plant workers. This
exchange was anticompetitive, and it
suppressed poultry processing plant
worker compensation. Period: 2010 or
earlier to present.
------------------------------------------------------------------------

IV. Defendants

A. Cargill

26. Cargill Meat Solutions Corporation is a Delaware company
headquartered in Wichita, Kansas. Cargill Meat Solutions Corporation
owns poultry processing plants, employs and compensates the workers in
these plants, and employs executives and other representatives that set
compensation for its plant workers throughout the United States.
Cargill Meat Solutions Corporation participated in the anticompetitive
compensation information exchanges with representatives of its
competitors for poultry processing plant workers.
27. Cargill, Inc. is a privately-held company headquartered in
Wayzata, Minnesota. Cargill, Inc. is the parent company of Cargill Meat
Solutions Corporation. Cargill, Inc. participated in the
anticompetitive compensation information exchanges with representatives
of its competitors for poultry processing plant workers.

[[Page 57032]]

28. Defendants Cargill, Inc. and Cargill Meat Solutions Corporation
are referred to collectively as ``Cargill,'' unless otherwise noted for
specificity.
29. From at least 2000 until the present, Cargill participated in
the anticompetitive agreement to collaborate with and assist its
competitors in making decisions about compensation for poultry
processing plant workers, including through the exchange of current and
future, disaggregated, and identifiable wage and benefit information,
by engaging in the following conduct in the following years:
a. Collaboration Conduct: at least 2000 to present;
b. WMS Exchange: 2000-2019; and
c. Consultant Co-Conspirator 1 Exchange: 2010 to present.
30. As a result of its anticompetitive conduct, Cargill set and
paid artificially suppressed wages and benefits for its hourly and
salaried poultry processing plant workers.

B. Wayne

31. Wayne is a Delaware company headquartered in Oakwood, Georgia.
Continental Grain Company is the controlling shareholder of Wayne.
Wayne owns poultry processing plants, employs and compensates the
workers in these plants, and employs executives and other
representatives that set compensation for its plant workers throughout
the United States.
32. From at least 2000 until the present, Wayne participated in the
anticompetitive agreement to collaborate with and assist its
competitors in making decisions about compensation for poultry
processing plant workers, including through the exchange of current and
future, disaggregated, and identifiable wage and benefit information,
by engaging in the following conduct in the following years:
a. Collaboration Conduct: at least 2000 to present;
b. WMS Exchange: 2000-2019; and
c. Consultant Co-Conspirator 1 Exchange: 2010 to present.
33. As a result of its anticompetitive conduct, Wayne set and paid
artificially suppressed wages and benefits for its hourly and salaried
poultry processing plant workers.

C. Sanderson

34. Sanderson is a publicly-held Mississippi company headquartered
in Laurel, Mississippi. Sanderson owns poultry processing plants,
employs and compensates the workers in these plants, and employs
executives and other representatives that set compensation for its
plant workers throughout the United States.
35. From at least 2000 until the present, Sanderson participated in
the anticompetitive agreement to collaborate with and assist its
competitors in making decisions about compensation for poultry
processing plant workers, including through the exchange of current and
future, disaggregated, and identifiable wage and benefit information,
by engaging in the following conduct in the following years:
a. Collaboration Conduct: at least 2000 to present;
b. WMS Exchange: 2000-2011; and
c. Consultant Co-Conspirator 1 Exchange: 2010 to present.
36. As a result of its anticompetitive conduct, Sanderson set and
paid artificially suppressed wages and benefits for its hourly and
salaried poultry processing plant workers.

D. WMS

37. WMS is a Pennsylvania corporation located in Pottstown,
Pennsylvania. WMS provides compensation consulting services, including
through the use of compensation surveys, for clients in a broad range
of industries.
38. From 2000 to 2020, WMS administered surveys that facilitated
the Processor Conspirators' conspiracy by gathering, sorting, and
disseminating disaggregated and identifiable information about current
and future compensation for poultry processing plant workers.
39. From 2000 to 2002 and 2004 to 2019, WMS also facilitated,
supervised, and participated in in-person meetings at which the
Processor Conspirators assembled to discuss current and future,
disaggregated, and identifiable poultry processing plant worker
compensation decisions and information.
40. Through its administration of surveys and participation at
annual in-person meetings of the Processor Conspirators, WMS
facilitated the Processor Conspirators' sharing of their confidential,
competitively sensitive information about compensation for poultry
processing plant workers.
41. WMS's involvement in this conspiracy artificially suppressed
compensation for poultry processing plant workers.

E. Jonathan Meng

42. G. Jonathan Meng is an individual residing in the State of
Colorado. Since 2000, Meng has been the President of WMS.
43. From 2000 to the present, Meng has had primary responsibility
at WMS for designing and presenting compensation surveys, collecting
survey data, developing new clients, maintaining client relationships,
and obtaining payment for services rendered.
44. Meng personally administered and supervised WMS's surveys,
which disseminated the Processor Conspirators' current and future,
disaggregated, and identifiable information about compensation for
poultry processing plant workers.
45. From 2000 until 2019, Meng, representing WMS, also facilitated,
supervised, and participated in in-person meetings at which the
Processor Conspirators assembled to discuss current and future,
disaggregated, and identifiable poultry processing plant worker
compensation information.
46. By administering and supervising the surveys and meetings of
the poultry processing defendants, Meng facilitated the Processor
Conspirators' sharing of confidential, competitively sensitive
information about compensation for poultry processing plant workers.
47. Meng's facilitation of this conspiracy artificially suppressed
compensation for poultry processing plant workers.

F. Co-Conspirators

48. Several entities conspired with the Defendants during the
following years to collaborate with and assist competing poultry
processors in making compensation decisions, to exchange compensation
information, and to facilitate this conduct: Consultant Co-Conspirator
1 (at least 2010 to the present); Processor Co-Conspirator 1 (at least
2002 to the present); Processor Co-Conspirator 2 (at least 2015 to the
present); Processor Co-Conspirator 3 (at least 2010 to the present);
Processor Co-Conspirator 4 (at least 2004 to the present); Processor
Co-Conspirator 5 (at least 2014 to the present); Processor Co-
Conspirator 6 (at least 2000 to the present); Processor Co-Conspirator
7 (at least 2000 to the present); Processor Co-Conspirator 8 (at least
2005 to the present); Processor Co-Conspirator 9 (at least 2014-2015);
Processor Co-Conspirator 10 (at least 2009 to the present); Processor
Co-Conspirator 11 (at least 2005 to the present); Processor Co-
Conspirator 12 (at least 2010 to the present); Processor Co-Conspirator
13 (at least 2009 to the present); Processor Co-Conspirator 14 (at
least 2000 to the present); Processor Co-Conspirator 15 (at least 2000
to the present); Processor Co-Conspirator 16 (at least 2014 to the
present); Processor Co-Conspirator 17 (at least 2019 to the present);
and

[[Page 57033]]

Processor Co-Conspirator 18 (at least 2000 to the present).

V. Factual Allegations

A. Poultry Industry Background

1. Hatcheries and Growers
49. Poultry are domesticated fowl, including chicken and turkey,
bred for their meat and eggs.
50. Poultry processors own hatcheries, in which they hatch chicks
or poults (baby turkeys) from eggs. Poultry processors supply these
young birds to growers. Growers are farmers who raise the birds to
specifications set by, and with feed and supplies provided by, the
poultry processors with which they contract. When the growers have
finished raising the birds and the birds are ready for slaughter, the
processors pay the growers for their services per pound of poultry.
51. This arrangement allocates substantial risk to growers. Many
poultry processors historically compensate growers through a tournament
system. Processors control the chicks or poults, feed, and other inputs
that are supplied to growers. The grower, in addition to raising the
chicks, often must make substantial financial investments to build or
improve chicken barns to meet the processor's specifications. Growers
are compensated through a base payment set in a contract between the
processor and the grower. But the processor can adjust the base payment
up or down based on how a grower compares to other growers (which the
processor selects) on production and efficiency metrics. In practice,
these ``performance'' adjustments make it very difficult for growers to
project and manage the risk they face when entering a contract with a
processor--particularly since processors control the key inputs to
poultry growing.
52. Growers' contracts often do not disclose the true financial
risk that the grower faces, including basic information like the number
and size of flocks they are guaranteed. Similarly, growers often do not
receive disclosures that would allow them to assess the tournament
system. Growers often have little or no choice in which processor they
contract with because there are limits to how far live poultry can be
transported, and therefore only processors with nearby facilities are
reasonable options.
2. Poultry Processing Plants
53. Once grown, the birds are packed into trucks and driven to
primary poultry processing plants. Primary poultry processing plants
tend to be built near hatcheries and growing facilities, which are
usually in rural areas.
54. Once the birds arrive at primary processing plants, poultry
processing plant workers take the birds from the trucks and hang,
slaughter, clean, segment, and pack the meat. This work is generally
performed on a poultry processing line, where workers perform the same
task repeatedly. Poultry processing plants are kept at cold
temperatures to preserve the meat processed inside. The machinery
necessary to process poultry carcasses and meat products is very loud,
making it difficult for workers on the poultry processing line to hear
and communicate. Slaughtering and packing poultry often results in
blood and gore covering work surfaces and workers' protective gear.
Moreover, the meat and byproducts of the slaughter process create a
foul-smelling atmosphere that is slippery from fat, blood, and other
byproducts and waste from the slaughter process.
55. Processing plants employ salaried workers to manage this
slaughter process and ensure that the processing plants comply with
relevant health and safety laws, among other things.
56. Meat from the birds slaughtered in primary processing plants is
either sold to customers (e.g., grocery stores, restaurants, and other
retailers) or sent to secondary processing plants at which the meat is
further prepared for consumption, such as being sliced for deli packs
or breaded.
3. Poultry Processing Plant Workers and Compensation
a. Poultry Processing Plant Work and Workers
57. According to the U.S. Bureau of Labor Statistics, over 240,000
people worked in the U.S. poultry processing industry as of June 2020.
Some of these workers worked in Maryland.
58. Many poultry processing plant jobs require physical stamina
because they are performed standing on the poultry processing line.
These jobs also demand tolerance of unpleasant conditions including low
temperatures, bad odors, blood and viscera, loud machinery noise, and,
in some cases, dim lighting. Poultry processing plant work also can be
dangerous, including because of the risk of injury from cutting
instruments and repetitive-motion tasks. Many workers must stand on the
processing line repeating the same rapid motions continuously. These
motions can involve handling live, clawed birds, heavy lifting, and the
use of sharp cutting instruments, all of which are physically demanding
and involve a high risk of injury.
59. In a competitive labor market, employers compete to attract and
retain workers--much like manufacturers compete to attract potential
customers in a downstream product market. Poultry processing plants
compete with each other to attract workers who can perform this
difficult work, and potential and current poultry processing plant
workers seek out employers that will provide the best compensation for
their labor.
60. Many jobs in poultry processing plants present unique
characteristics that make it difficult for workers to switch to a
different kind of job. The difficulty of switching to other jobs is
enhanced by the specific skills developed and circumstances faced by
workers in poultry processing firms. Workers in poultry processing
plants often face constraints that reduce the number of jobs and
employers available to them, limiting the number of competitors for
their labor. Poultry processing plant workers also share common
attributes that they bring with them to their jobs and develop common
skills when performing these jobs. As a result of these poultry
processing plant workers' common constraints, attributes, and skills,
poultry processors are distinguishable from other kinds of employers
from the perspective of poultry processing plant workers.
61. Common constraints facing poultry processing plant workers:
Many poultry processing plant workers face constraints in finding
employment that greatly restrict their job options. For these workers,
poultry processing plants offer opportunities that are not available in
other industries. Workers who cannot speak, read, or write English or
Spanish, for example, can still perform poultry processing plant line
work, which is primarily physical labor and done under conditions so
loud as to make speaking and hearing difficult. Similarly, workers with
criminal records, probation status, or lack of high school or college
education are often able to work at poultry processing plants even when
other jobs are not available to them. These workers distinguish poultry
processors, whose doors remain open to them, from employers in other
industries, in which jobs are not available to them.
62. In addition, many poultry processing plants are located in
rural areas, in which workers often have fewer job alternatives--
especially for full-time, year-round work--as compared to workers in
other areas.
63. Poultry processing workers' inability to access jobs in many,
and

[[Page 57034]]

sometimes any, other industries that would provide them with steady and
year-round work is evidenced by the conditions these workers tolerate.
64. Common attributes of poultry processing plant jobs: As
discussed above, poultry processing plant workers must be able to
tolerate particularly challenging working conditions. An employer that
requires a particular trait in its employees will generally recruit and
retain workers with that trait by offering compensation or other
inducements that are more attractive than those offered to these
workers by employers that do not value that trait. This makes such an
employer distinguishable and more appealing to such employees, who have
that trait. The physical stamina and other attributes required for
poultry processing plant work mean that poultry processors will
compensate or otherwise reward workers who possess those attributes
more highly than employers in other industries. From the perspective of
the prospective poultry processing plant worker, poultry processing
plant jobs are distinguishable from and likely more valuable than other
lower-paid work that does not value and reward such attributes. In
other words, other jobs are not reasonable substitutes for poultry
processing plant jobs.
65. Common skills of poultry processing plant workers: Poultry
processing plant workers develop special skills on the job. Workers
learn these skills through the repetitive and, at times, difficult or
dangerous tasks they perform on the poultry processing line. Poultry
processing plant workers learn how to handle and slaughter live birds,
wield knives and blades, section poultry carcasses, clean meat in a
manner consistent with health and safety standards, manage other
workers performing these tasks, examine and repair the necessary
machinery, maintain health and safety standards, and, crucially,
perform these tasks efficiently so as not to slow down the plant line.
Workers in management or other less physically demanding jobs also
build industry-specific skills, including expertise in effective plant
management and retention of employees. Just as with the common
attributes of poultry processing plant workers who take plant jobs, the
common skills of workers who stay and learn plant jobs help to define
the relevant labor market. Not all potential workers can develop these
important skills, and many fail out of poultry processing plant jobs
within weeks. A worker with the skills to succeed on the line is most
valuable to other poultry processing plants--and thus will receive the
most compensation from poultry processors. Thus, from the workers'
perspective, poultry processing plants are not reasonable substitutes
for other employers.
b. Competition for Poultry Processing Plant Workers
66. The Processor Conspirators, which compete to hire and retain
poultry processing plant workers, control more than 90 percent of
poultry processing plant jobs nationwide. In some local areas, they
control more than 80 percent of these jobs.
67. These poultry processors use similar facilities, materials,
tools, methods, and vertically-integrated processes to produce
processed poultry and downstream products in which they compete for
sales to similar sets of customers. They also compete with each other
for processing plant workers.
68. Poultry processors recruit workers in many different ways. They
advertise for workers, use recruitment agencies, and rely on word of
mouth or personal connections, sometimes offering referral bonuses, to
attract friends or family of existing workers to come to their plants.
The processors recruit workers in their plants' local areas but also
more broadly. For example, poultry processors sometimes target workers
in other states and even internationally.
c. Setting and Adjusting Plant Worker Compensation
69. Poultry processors compensate hourly and salaried plant workers
through wages and benefits.
70. Hourly poultry processing plant workers' wages typically
consist of a base pay rate set according to their role, with upward
adjustments or bonuses offered based on factors including seniority,
skill, productivity, and shift time. Salaried poultry processing plant
workers' wages typically consist of annual salaries and may include
annual or performance bonuses.
71. Processing plants also typically offer benefits to their hourly
and salaried workers. These benefits can include personal leave, sick
leave, health and medical insurance, other types of insurance, and
retirement plans or pensions, among others.
72. Poultry processors also control working conditions within their
plants, which can affect a poultry processing plant worker's job
experience. These conditions include the quality of mechanical and
safety equipment at the plant, temperature, and the speed at which the
plant line moves, which determines the speed at which the workers have
to perform their work.
73. Poultry processors typically make certain compensation-related
decisions at the corporate level, which affect their workers
nationwide. For example, poultry processors generally set overall labor
compensation budgets, some plant worker wages, and some plant worker
benefits in a centralized manner and at the national level. To
illustrate, an executive at a poultry processor who manages
compensation for the entire company may determine the health benefits
for all of the line workers at all of the company's plants.
74. Poultry processors also typically adjust some wages and
benefits at the corporate level, but for a regional or local area, on
the basis of local factors. For example, an executive managing
compensation for an entire poultry processing company may consider a
particular plant's needs and the pay at other nearby plants when
deciding the base rate per hour for shoulder cutters on the plant line.
As a result, shoulder cutters across all of the processor's plants may
receive different base rates.

B. Defendants' Conspiracy To Collaborate on Compensation Decisions,
Share Compensation Information, and Use Consultants To Facilitate Their
Conspiracy

75. The Processor Conspirators, facilitated by the Consultant
Defendants and Consultant Co-Conspirator 1, collaborated on
compensation decisions, including by exchanging competitively sensitive
information about plant worker compensation. The exchange of such
compensation information, much of it current or future, disaggregated,
or identifiable in nature, allowed the poultry processors to discuss
the wages and benefits they paid their poultry processing plant
workers. This section of the Complaint first describes the nature of
their conspiracy in broad terms and then details some specific examples
of the conspirators' collaboration and exchanges of information.
76. The Processor Conspirators collaborated with and sought
assistance from each other when making decisions about wages and
benefits for their poultry processing plant workers. These decisions
should have been made independently. As a result, rather than competing
for workers through better wages or benefits, the Processor
Conspirators helped each other make compensation decisions.
77. The compensation information that poultry processors exchanged
included information for both hourly and salaried plant jobs. Through
the exchanges, a poultry processor could learn its competitors' base
wage rates for

[[Page 57035]]

a host of different poultry processing plant jobs, from live hangers to
shoulder cutters to plant mechanics.
78. Through emails, surveys, data compilations, and meetings, the
Processor Conspirators assembled a ``map'' of poultry processing plant
worker compensation across the country. This ``map'' was broad enough
to show nationwide budgets and granular enough to show compensation at
individual poultry processing plants. The exchanges allowed the poultry
processors to learn not only the current state of compensation in their
industry but also, in some cases, plans for the next year's
compensation. The poultry processors exchanged information about
nationwide, regional, and local wages and benefits.
79. As one example, in December 2009, Processor Co-Conspirator 18's
Director of HR emailed Processor Co-Conspirator 14's Compensation
Manager seeking a chart of information about Processor Co-Conspirator
14's current start rates and base rates for certain workers at specific
Processor Co-Conspirator 14 plants in Maryland, Delaware, Virginia,
North Carolina, South Carolina, Tennessee, Kentucky, and Alabama.
Processor Co-Conspirator 18's Director of HR also asked Processor Co-
Conspirator 14's Compensation Manager, ``if you have negotiated,
scheduled increases please list, or if it is a non-union facility and
they have an annual increase just tell me that and what month.'' In the
Processor Co-Conspirator 18 employee's own words, the purpose of this
request, and the survey Processor Co-Conspirator 18 was building at the
time (the Chicken Industry Wage Index, discussed below), was ``to use
the data to set wage rates and use when negotiating with the Union . .
. . I am interested in sharing this information with you . . . . I am
hoping we can develop a collaborative working relationship. I
appreciate you taking the time to speak to me today and supplying this
information to me'' (emphasis added). Processor Co-Conspirator 14
responded, ``See completed information below,'' filling out the chart
as its competitor and collaborator Processor Co-Conspirator 18
requested.
80. The conspiracy reduced incentives for the Processor
Conspirators to bid up salaries to attract experienced workers or
retain workers that might have left for other processing plants. The
detailed knowledge of their competitors' current and future
compensation gave each Processor Conspirator a path to paying its own
poultry processing plant workers less than it would have absent the on-
demand access they possessed to current and future, disaggregated, and
identifiable information about its competitors.
81. The Processor Conspirators took pains to keep their
collaboration secret, and they controlled which processors could
participate in their information exchanges.
82. The conspiracy brought together rival poultry processors that
competed with each other for workers. In a functioning labor market,
the Processor Conspirators would have avoided sharing such confidential
compensation information. Thus, their agreement distorted the mechanism
of competition between poultry processors for poultry processing plant
workers. This competitive distortion resulted in compensation that was
not determined competitively but rather was suppressed--less than what
workers would have been paid but for the anticompetitive conduct.
83. Unlike the Processor Conspirators, many of which are large,
sophisticated corporate entities, the poultry processing plant workers
lacked access to a comparable ``map'' of poultry processing plant
compensation. To understand the wages they could earn, whether at
plants in their local region or far across the country, workers had to
rely on word-of-mouth or their own time- and labor-intensive research.
These workers suffered from deep information asymmetries as a result of
the Processor Conspirators' and Consultant Defendants' anticompetitive
conduct.
1. WMS Poultry Industry Survey Group
84. From at least 2000 to 2020, a group of poultry processors,
including all Processor Conspirators, agreed to participate in an
exchange of compensation information facilitated by Defendant WMS (the
``WMS Survey Group'').
85. Through the WMS Survey Group, all of the Processor Conspirators
exchanged current and future, disaggregated, and identifiable
information about their plant workers' wages and benefits. They also
met annually in person to discuss these exchanges. At these meetings,
the Processor Defendants shared additional compensation information and
collaborated on compensation decisions.
a. WMS Survey Group History, Rules, and Control by Processor
Conspirators
86. Before 2000 and potentially as early as the 1980s, many of the
Processor Conspirators, including Defendants Cargill, Sanderson, and
Wayne, as well as Processor Co-Conspirators 6, 7, 14, 15, 17, and 18,
participated in a group similar to the WMS Survey Group, but in which
they directly exchanged compensation data with each other without the
participation of WMS.
87. Beginning in 2000, the Processor Conspirators hired WMS and
Defendant Jonathan Meng to provide a veneer of legitimacy for their
collaboration and information exchange.
88. Meng believed that in hiring him and WMS, the Processor
Conspirators were not trying to comply with the antitrust laws, but
instead were trying ``to establish the appearance of compliance with
the Safe Harbor guidelines and antitrust law and obtain compensation
data in a matter that sometimes seemed permissible.'' By ``Safe
Harbor,'' Meng was referring to guidance antitrust authorities have
provided about how companies can reduce the likelihood that an exchange
of information between competitors is unlawful. Although this guidance
does not immunize any competitor information exchange from the
antitrust laws (and has never done so), the Defendants and Co-
Conspirators were sharing the type of information that the guidance
specifically identified as likely to violate the antitrust laws.
89. While Defendant WMS began administering the survey in 2000--
issuing the survey forms, receiving responses from the participants,
distributing the results, and presenting them in person every year at
their annual meeting--the Processor Conspirators together controlled
the categories of compensation information included in the survey and
the requirements for group membership. The processors made these
decisions through the WMS Survey Group's Steering Committee, on which
Processor Co-Conspirators 6, 7, 14, 15, and 18 sat on a rotating basis
from 2000 through 2020. The Steering Committee, along with the other
WMS Survey Group participants, including Defendants Cargill, Sanderson,
and Wayne and Processor Co-Conspirators 3, 8, 17, voted on potential
new members in the WMS Survey Group. Thus, while WMS facilitated this
scheme, including by collecting the information and tabulating the
results, the Processor Conspirators themselves decided to collaborate
on compensation decisions and exchange anticompetitive compensation
information.
90. Processor Co-Conspirator 5's successful attempt to join the WMS
Survey Group in October 2014 highlights the group's membership
standards and what motivated poultry

[[Page 57036]]

processors from across the country to join. Processor Co-Conspirator
5's representative emailed Defendant WMS and Processor Co-Conspirators
6, 7, and 18, explaining, ``I was recently told of a committee/group
that had gotten together in the past to talk about compensation in the
poultry industry. I know we deal with a slightly different bird here at
[Processor Co-Conspirator 5] than [Processor Co-Conspirator 6] and
probably the majority in your group, but I would be interested in
participating in that group if you think it would be appropriate . . .
. If you're open to Midwestern Turkey company participating in this . .
. I'd love to be considered.'' An executive from Processor Co-
Conspirator 6 responded, volunteering to send the request to the
Steering Committee and noting that participants in the survey ``need[ ]
to meet certain requirements that indicate you fit into the data study
(ex. Number of plants, etc . . .).'' After some discussion among
Defendant WMS and Processor Co-Conspirators 6, 7, 14, and 18, an
executive from Processor Co-Conspirator 7 noted, ``Traditionally, if
they meet the size criteria and there are no `naysayers' from the
existing party, they get the welcome handshake, no?''
91. In contrast, Meng detailed what occurred when, in 2014, some of
the WMS participants considered including ``red meat processing
complexes'' in the survey: the ``processors ultimately rejected that
possibility.'' Meng stated in a sworn declaration to this Court, ``The
reason why those processors declined to include the red meat processors
in the [WMS Survey Group] is because the poultry processing labor
market is distinct from the red meat processing labor market. Several
of those processors told me this, and it is also evident to me from my
own review of the markets.'' \5\
---------------------------------------------------------------------------

\5\ Meng filed his declaration before this Court on February 4,
2022 as ECF No. 580-4 in Jien v. Perdue Farms, Inc., 19-cv2521 (D.
Md.).
---------------------------------------------------------------------------

92. Members of the WMS Survey Group were required to attend each
annual in-person meeting as a condition of participating in the
compensation collaboration and information-exchange group. If a poultry
processor did not attend regularly, it could be kicked out. As an
executive for Processor Co-Conspirator 7 explained, ``Normally, any
company that doesn't participate in the survey and attend for 2
consecutive years is removed from participation.'' This policy
demonstrates that the opportunity to collaborate in person was an
important feature of the WMS Survey Group.

b. Compensation Data Exchanged Through WMS Survey Group

93. Attendees at the annual WMS Survey Group in-person meeting
brought their current and future, disaggregated, and identifiable
compensation data with them. The attendees then discussed that
information confidentially. As one 2009 communication from Processor
Co-Conspirator 6 to Defendants Cargill, Sanderson, Wayne, Processor Co-
Conspirators 1, 4, 7, 8, 15, and 18, and Former Processor Co-
Conspirator 2 put it: ``Hope all are planning to be there for the
meeting. Just a reminder to bring you Data manual in case others have
questions for you concerning your data. Please be prepared to discuss
survey issues, questions, and details with WMS. We will also be sharing
information in a round table discussion. These discussions are expected
to be kept confidential'' (emphasis added). As Meng explained, ``In
earlier years, the attendees typically brought this data to the
roundtable sessions in hard-copy form using large binders. In later
years, the attendees brought their laptop computers, which contained
all the compensation data in electronic form.''
94. Through the WMS Survey Group, the Processor Defendants,
facilitated by Defendant WMS, exchanged current and future,
disaggregated, and identifiable data about their poultry processing
plant worker compensation on an annual basis. The Processor Defendants
gave each other accurate, detailed, and confidential information: as
Processor Co-Conspirator 8 put it, ``The information obtained through
participation can't be overstated.''
95. Through a single annual WMS survey or potentially a single in-
person meeting, a processor could understand trends in poultry
processing plant worker compensation nationwide. This information was
especially important to processors competing for workers willing to
move, even internationally, for plant work. But the Processor
Conspirators also could compare notes on plant compensation in a
particular local area to understand, for example, how one processor's
base wage rate for line workers in a particular county compared to a
nearby competitor's.
96. As detailed below, over many years, the poultry processors in
the WMS Survey Group used the surveys and in-person meetings to compare
planned future raises or changes in plant worker compensation. WMS's
Meng explained that ``members of the [WMS Survey Group] said they
wanted to know how much and when their competitors were planning to
increase salaries and salary ranges.'' Comparing processors'
compensation projections from the past year against their actual
compensation levels in the current year revealed whether the Processor
Conspirators had held to the prior year's projections, making any
deviations from prior exchanged information easily detectible. This
ability to check the information shared across time encouraged the
participants to submit accurate information, because deviations between
projected and actual compensation levels would be apparent. The
Processor Conspirators' sharing of future compensation plans could also
have disincentivized them from making real-time compensation changes to
better compete against each other, maintaining wages at their projected
levels and suppressing wages that might otherwise have risen through
natural, dynamic competition.
97. From 2005 through 2017, the WMS survey showed future data, such
as the median and average future salary merit increase for each company
involved in the survey. From 2006 through 2019, the surveys included an
additional column that allowed for easy comparison between the actual
current year's percentage changes and the changes that had been
projected in the previous year's survey. This enabled the survey
participants to monitor whether their competitors adhered to the
previous year's forecasts.
98. The Processor Conspirators discussed other compensation
information during their face-to-face meetings. A 2015 email from
Processor Co-Conspirator 18 to fellow WMS Steering Committee members
and Processor Co-Conspirators 6, 7, and 14, stated, ``As you know the
survey results do not provide hourly production projected budgets''--
i.e., future compensation information for hourly production line
workers--``and this is typically a discussion during the roundtable
sessions.'' Even more explicit is an internal Processor Co-Conspirator
18 email from 2005, in which one executive explained to another, ``The
survey results will be shared at the meeting and we can get the 10th
percentile and the other company's avg minimum of the range. I believe
there are other poultry companies paying below our lowest salary.
Although it won't be published in the survey results [the Processor Co-
Conspirator 18 meeting participant] can also informally ask what
minimum starting rates are.'' Again, this email exchange demonstrates
that the opportunity to collaborate with their competitors in person
was a key feature of the WMS Survey Group.

[[Page 57037]]

99. Meng's presentations at the WMS in-person meetings also
featured current compensation information. For example, he explained in
his sworn declaration, ``Specifically, those PowerPoint presentations
focused on how the compensation data reported in the current year for
both salaried and hourly-paid workers compared to the prior year or two
years.''
100. Further, Meng stated that at the in-person WMS meetings, ``the
private roundtable sessions that excluded me involved discussions
between members of the [Processor Conspirators] regarding their
compensation practices. Those discussions addressed, among other
issues, the results of the [WMS surveys], the compensation data that
particular individual processors had reported to the Survey, and plans
for future compensation rates for salaried and hourly-paid workers.''
101. The Group's 2009 ``Operating Standards'' provided that each
participating poultry processor must ``[a]gree and ensure that shared
survey data or other information from discussions will be used and
treated in a `confidential' manner and definitely should not be shared
with companies not participating in the survey. Failure to meet these
requirements will result in immediate removal from the survey group.''
This condition for joining the WMS Survey Group shows that the
participants considered the information exchanged to be nonpublic and
restricted to survey participants.
102. Meng willingly participated in the processors' violation of
antitrust law. To help create a false veneer of compliance with the
antitrust laws, Meng would occasionally make statements that WMS's
product ``complied with legal requirements.'' In August 2012, when the
Steering Committee decided to make a change to the survey to distribute
disaggregated and identifiable data regarding hourly workers, Meng
raised a concern that this would not comply with antitrust agency
guidance on information exchanges. Rather than forego exchanging this
information, the Processor Conspirators on the Steering Committee asked
that Meng not mention his concern to the other processors: ``what about
just letting them respond as to any concerns as opposed to calling it
out?''
c. WMS Survey Group Exchanges by Year, Defendant, and Type of
Information Exchanged in Surveys and In-Person Meetings
103. The following chart lists the Processor Defendants that
participated in the WMS Survey Group by year.

Processor Defendants' WMS Survey Group Participation by Year
------------------------------------------------------------------------

------------------------------------------------------------------------
2000-2011............................ Cargill, Sanderson, and Wayne.
2012-2019............................ Cargill and Wayne.
------------------------------------------------------------------------

104. In the remainder of this section, allegations about events or
conduct in each year of the WMS Survey Group apply to all of the
Processor Defendants participating in the WMS Survey Group for that
year, except where otherwise noted.
105. From at least 2000 through 2019, the members of the WMS Survey
Group submitted their confidential compensation data to the WMS-run
survey and received survey results containing their competitors'
confidential compensation data. The types of data gathered and shared
changed during the WMS Survey Group's over-20-year existence. In the
following years, the WMS survey solicited, and the WMS survey results
included:
a. 2000: Confidential information about wages, salaries, benefits,
and bonuses related to ``dozens of positions at poultry complexes,''
including plants, hatcheries, and feed mills;
b. 2001-2004: Current and future, disaggregated, and identifiable
salary and benefits information, as well as current, disaggregated, and
identifiable hourly wage information, including ``what each member of
the [WMS Survey Group] paid, on average, in hourly wages to poultry
processing workers at each of their processing plants.'' The
information was identifiable because the WMS survey included what was
``in effect, a key for identifying the identity of each poultry
processor'';
c. 2005-2012: Future salary information, including the dates and
ranges of planned raises in salary by position, confidential
information about hourly wages, and current and disaggregated benefits
information;
d. 2013-2016: Future salary information, including the dates and
ranges of planned raises in salary by position; current, disaggregated,
and identifiable hourly wage information, which enabled participants to
determine specific competitors' current hourly compensation by plant;
and current and disaggregated benefits information;
e. 2017: Future salary information, including the dates and ranges
of planned raises in salary by position, confidential information about
hourly wages, and current and disaggregated benefits information; and
f. 2018-2019: Confidential compensation information.
106. As discussed above, from 2001 through 2019, the members of the
WMS Survey Group met in person annually to discuss poultry processing
plant compensation. All participants were instructed by the Steering
Committee to bring their individual compensation data with them to
these meetings. From 2001 through 2017, the members of the WMS Survey
Group held roundtable discussions about compensation practices from
which they excluded any third parties, including Meng. In 2018 and
2019, Meng attended all sessions of the in-person meeting.
107. At these in-person WMS Survey Group meetings, the members of
the WMS Survey Group collaborated on, assisted each other with, and
exchanged current and future, disaggregated, and identifiable
information about compensation for poultry processing workers, as
described below:
a. 2007: An ``agenda and group discussion topics'' list for the
2007 WMS Survey Group meeting states ``Are Smoking Cessation Programs
included in your Health benefits? If not, do you have plans to
implement? If currently included, please share your schedule of
benefits.''
b. 2008: Later correspondence between WMS Survey Group Members
states that at the 2008 WMS Survey Group meeting, ``we discussed
companies that are now charging higher insurance premiums for
smokers.''
c. 2011: In 2012, Meng emailed the WMS Survey Group members about
notes they had taken at the prior year's in-person meeting, warning
them that the notes disclosed details that put the processors at risk
of having violated the antitrust laws. Meng wrote to the processors,
``you reference certain positions not included in the survey where `we
will all agree to contact each other for general position.' That
comment and action goes against the Safe Harbor Guidelines.'' Thus, it
appears that during the 2011 meeting, the Defendants present directly
shared information that violated the antitrust laws.
d. 2015: At the 2015 WMS Survey Group meeting, the participants
discussed ``whether to distribute disaggregated, raw, plant-level data
concerning hourly-paid workers'' through the WMS survey and that ``all
members of the [WMS Survey Group] in attendance at the Meeting agreed
to the continued distribution of such data.'' Notes taken at the 2015
WMS Survey Group roundtable meeting by Processor Co-Conspirator 18
record what each participant shared with the group in columns next to
each processor's name. These notes suggest the processors

[[Page 57038]]

openly and directly shared with each other a wide range of detailed,
non-anonymous, and current- or future compensation information, with a
special focus on their rates of overtime pay (i.e., pay for the 6th and
7th days of the week): \6\
---------------------------------------------------------------------------

\6\ As described above, all spelling and grammatical errors in
documents quoted in this Complaint are sic.
---------------------------------------------------------------------------

i. Processor Co-Conspirator 3's column notes, ``6th and 7th day pay
$150 flat rate''; ``Compress scales over 1 yr rate to start rate.
Startign in Feb 2015'';
ii. Processor Co-Conspirator 6's column notes, ``Added seniority
pay instead of doing an hourly increase. . . . Rolls w/vacation, up to
6% increase. It is a seniority premium'';
iii. Processor Co-Conspirator 8's column notes, ``Staffing plants
is a big issue down 290 positions at springdale locations. $500 signing
bonus $300 first 30 days $200 30 days'';
iv. Processor Co-Conspirator 14's column notes, ``NO 6th and 7th
incentive'';
v. Processor Co-Conspirator 15's column notes, ``Hourly bonus
program 17K employees'';
vi. Processor Co-Conspirator 17's column notes, ``6th and 7th day
pay for weekly paid freguency $150 or comp day'';
vii. Defendant Wayne's column notes, ``$200 6th/$300 7th; some
facilities if you work in 6 hours you get the full day based base
pay'';
viii. Processor Co-Conspirator 2's column notes, ``$1.00
Attendnance bonus up from $0.25 . . . . Shoulder can earn up to $150
week . . . Benefits--Taking a harder look at their package''
ix. Processor Co-Conspirator 9's column--in its sole year of
participation in the WMS Survey Group--notes, ``6th/7th day up to 6
hours, get \1/2\ for 4 hours half day'';
x. The column for Processor Co-Conspirator 18b (now owned by
Processor Co-Conspirator 18) notes, ``200 6th 275 7th day.''
xi. Processor Co-Conspirator 10's column notes, ``$1.00 Attendance
bonus up from $0.25/Negotiated contract $55. 30 . . 30 3 Yr./ . . . .
Supervisor offering 5000-8000'';
xii. The column for Former Processor Co-Conspirator 3, now owned by
Processor Co-Conspirator 16, notes, ``Line Team Members want more
money; based on survey we are in the middle'' and ``No Weekend Pay. But
will be looking''; and
xiii. Processor Co-Conspirator 13's column notes, ``Currently does
not have Weekend Pay for Supervisors.''
e. 2017: The 2017 WMS Survey Group meeting marked a turning point
for the WMS Survey Group. That year, after the filing of a private
antitrust class-action suit in the Northern District of Illinois
alleging price-fixing by many participants in the downstream sale of
chicken products, the processors and Meng became more concerned about
antitrust risk. At least one executive from Processor Co-Conspirator
7--a Steering Committee member--traveled all the way to the 2017
meeting only to learn that his employer's legal counsel had directed
him not to attend the sessions. At the 2017 meeting, the Defendants and
Processor Conspirators in attendance ``all agreed,'' in the words of
WMS's Jonathan Meng, ``that moving forward all questions about future
increases would be removed from the survey.''
2. Direct Processor-to-Processor Collaboration and Information
Exchanges
108. In addition to collaborating on setting compensation for plant
workers through the WMS Survey Group, including through in-person
meetings that involved direct exchanges of identifiable compensation
information, the Processor Conspirators collaborated on and directly
exchanged current and future, disaggregated, and identifiable
information about plant workers' wages and benefits. These interactions
occurred ad hoc and involved information about both local and
nationwide compensation decisions.
109. That the conspirators repeatedly contacted each other to seek
non-public competitive information shows the mutual understanding among
these Processor Conspirators that they would collaborate with and
assist each other on compensation decisions.
110. The relationships poultry processors established with their
labor market competitors through groups like the WMS Survey Group
created the opportunity to engage in ad hoc direct exchanges of
compensation information. By exchanging large amounts of current and
future, disaggregated, and identifiable data, the processors
collaborated to accumulate a set of industry compensation information
they could use to set their workers' wages and benefits at a nationwide
level (for example, to set budgets on plant worker spending across the
country) or locally (for example, to determine pay for shoulder cutters
in a specific plant).
a. Chicken Industry Wage Index (``CHIWI'') Exchange
111. The collaboration and direct exchanges among processors
included a survey that was designed and run by Processor Co-Conspirator
18, the Chicken Industry Wage Index or ``CHIWI.'' Through this survey,
Defendant Wayne, along with Co-Conspirators 6, 7, 8, 14, 15, 17 and
others, exchanged current and future, disaggregated, and identifiable
compensation data from 2010 to 2013. The survey results were so
disaggregated that they showed wages for each participant's specific
processing plants. Processor Co-Conspirator 18 disclosed wages by
region of the country, as defined by Consultant Co-Conspirator 1,
making it easy for the processors to compare the CHIWI results with the
current, disaggregated, and identifiable Consultant Co-Conspirator 1
compensation information discussed below.
112. A Processor Co-Conspirator 18 employee described CHIWI to
others inside the company in 2013, noting that it was a ``survey with
competing poultry companies. With this information, we feel that we are
in a better position to strategically evaluate wages on a location by
location level.''
113. In 2013, Processor Co-Conspirator 18 transferred the running
of CHIWI, which it continued funding, to Defendant WMS. In a February
2013 letter from WMS to Processor Co-Conspirator 18 describing its
planned administration of CHIWI, Meng noted ``WMS will develop the
survey document for your approval based upon the templates provided
earlier by [Processor Co-Conspirator 18].''
114. WMS administered the ``Hourly Survey'' (the renamed CHIWI) to
the WMS Survey Group participants from 2013 to 2015, with all
participants in the WMS Survey Group for those years submitting and
receiving CHIWI-format compensation data. In 2016, WMS distributed a
substantially similar survey of plant-level data for hourly workers
along with its 2016 annual survey to Defendants Cargill and Wayne and
Processor Co-Conspirators 1, 2, 3, 4, 5, 6, 7, 8, 10, 13, 14, 15, 17,
and 18.
115. During Defendant WMS's administration of the Hourly Survey,
WMS assisted Processor Co-Conspirator 18 in identifying some of the
Processor Conspirators' exchanged compensation information presented in
WMS surveys. In October 2014, a Processor Co-Conspirator 18 employee
emailed WMS's Jonathan Meng, asking ``We need to know the number of
[Processor Co-Conspirator 15] locations that participated in our last
Hrly Prod Maint survey. Can you provide this as soon as you get a
chance?'' Another WMS employee responded to this email that

[[Page 57039]]

same day, writing ``29 locations were reported by [Processor Co-
Conspirator 15].'' Telling Processor Co-Conspirator 18 the number of
locations of another processor's plants reported in a survey would
assist Processor Co-Conspirator 18 in identifying the disaggregated
survey results, which were broken out by plant. If Processor Co-
Conspirator 18 knew how many plants a given processor had reported,
Processor Co-Conspirator 18 could match the number of plants reported
for a specific (anonymized) competing processor to crack the code and
identify the processor.
116. Processor Co-Conspirator 18 and Defendants WMS and Meng were
cognizant of, and worried about, the antitrust risk posed by CHIWI.
After WMS took over the administration of CHIWI, a Processor Co-
Conspirator 18 employee requested that Meng remove the note ``Sponsored
by: [Processor Co-Conspirator 18]'' in the circulated report and
replace it with the title ``WMS Poultry Hourly Wage Survey.'' Meng did
not comply with this request, stating that ``I did not want the Poultry
Industry Survey Group to conclude that WMS approved of the format of
the [Processor Co-Conspirator 18] sponsored survey.'' On another
occasion, Meng explained to Processor Co-Conspirator 18 executives that
CHIWI included clear risk factors for a potentially anticompetitive
exchange of information, noting that participating poultry processing
firms were likely to be able to identify which processor operated which
plant based on the details about the plants disclosed in the survey.
Despite his warning, the Processor Co-Conspirator 18 executives
requested that WMS proceed, and WMS willingly complied.
b. U.S. Poultry & Egg Association Member Processors' Exchanges
117. Some Processor Conspirators used their involvement with the
U.S. Poultry & Egg Association, a nonprofit trade association for the
poultry industry, to collaborate with other poultry processors on
compensation decisions.
118. In November 2016, Processor Co-Conspirator 12's Director of
Human Resources emailed, among others, Defendants Sanderson and Wayne
and co-conspirators including Processor Co-Conspirators 1, 3, 5, 6, 8,
10, 11, 14, and 18, noting ``I understand Paul is out of the
country''--likely a reference to the Director of the Association's HR
and Safety Program--``so I hope you do not mind me reaching out to you
directly. With the news on the new OT rule injunction, I am curious on
how you plan to proceed? Wait and see or stay the course for any 12/1/
16 plans you have already made?'' This question was a reference to a
court order staying a federal rule mandating a change to overtime pay.
Defendant Sanderson's Human Resource Manager replied, copying all
recipients, ``We are in the process of implementing the new wages and I
don't see that we will stop or change it,'' thus sharing Sanderson's
future wage plans with its competitors directly.
119. In June 2017, the Director of the Association's HR and Safety
Program emailed Defendants Cargill, Sanderson, and Wayne; Processor Co-
Conspirators 3, 6, 7, 8, 9, 10, 12, 14, 15, 17, and 18; Consultant Co-
Conspirator 1; as well as others, the results of a survey ``on pay
ranges of Live Hang employees versus General Production employees,''
noting that ``sixteen sites'' participated. The survey questions sought
the ``average per hour rate that you pay,'' meaning the current pay
rate, of both Live Hang employees and General Production employees.
120. The U.S. Poultry & Egg Association also conducted in-person
meetings between the processor competitors, similar to the WMS Survey
Group. In fact, enough participants attended both in-person meetings
that in September 2012, Processor Co-Conspirator 18 and Processor Co-
Conspirator 7 discussed scheduling the WMS Survey Group meeting at the
same location and around the same dates as the U.S. Poultry & Egg
Association in-person meeting due to ``the people that attend both.''
In December 2016, Defendant Sanderson attended the U.S. Poultry & Egg
Association meeting, four years after Sanderson's departure from the
WMS Survey Group.
c. Processor Conspirators' Ad Hoc Direct Exchanges
121. The Processor Defendants also collaborated to exchange and
discuss confidential compensation information directly in an ad hoc
fashion. These direct exchanges were often between two or three
competitors. Some processor-to-processor communications were between
senior employees in processors' corporate offices and concerned
nationwide compensation. Others were between processor employees at the
local plant level, such as exchanges between competing plant managers
that were then reported to processor executives at the national level.
122. In January 2009, an employee of Processor Co-Conspirator 14
emailed Defendants Cargill, Sanderson, and Wayne and Processor Co-
Conspirators 6, 7, 8, 15, and 18, asking, ``I am curious to find out if
anyone has (or is in discussions) about postponing plant or merit
increases.'' In addition, in the same email, she noted, ``I know there
has been some previous dialogue about plant and merit increases.''
123. In September 2013, an employee of Defendant Cargill sent
Processor Co-Conspirator 18 her company's internal medical leave
policy, which included a detailed description of benefits.
124. In January 2015, an employee of co-conspirator Processor Co-
Conspirator 8 emailed his supervisors to tell them he had spoken with
the HR Manager of a particular Processor Co-Conspirator 18 plant, who
told him that ``[t]he $13.90 starting pay is for Breast Debone at their
Green Forrest facility. The $13.90 is available once they qualify and
then they are eligible for incentive pay on top of that. So in fact an
experienced Shoulder Cutter could go there and get a $13.90 starting
pay rate. He said that the normal starting rate was $10.50 per hour
with $0.40 extra of 2nd shift and $0.45 extra for 3rd shift.'' This
Processor Co-Conspirator 8 employee then mentioned he would contact HR
managers at another Processor Co-Conspirator 18 plant, as well as a
plant owned by Processor Co-Conspirator 17.
3. Exchange of Compensation Information Through Consultant Co-
Conspirator 1
125. From at least 2010 to the present, the Processor Defendants
also used another data consultant, Consultant Co-Conspirator 1, to
collaborate with each other on compensation decisions through the
exchange of current, disaggregated, and identifiable information about
their poultry processing plant workers' wages and benefits,
artificially and anticompetitively suppressing this compensation.
126. Consultant Co-Conspirator 1 gathers data from companies and
distributes it to paying customers. Consultant Co-Conspirator 1 does
not sell this data to the public; its reports are only available to its
subscribers.
127. Publicly available information dating from both 2011 and 2020
shows Consultant Co-Conspirator 1 gathered data from over 95 percent of
U.S. poultry processors, including all of the Processor Conspirators.
Consultant Co-Conspirator 1 also admitted in Jien (19-cv-2521) that its
subscribers have included all of the Processor Conspirators. Thus, it
is likely that all Processor Defendants exchanged compensation
information through Consultant Co-Conspirator 1 from at least 2010 to
present.

[[Page 57040]]

128. The data Consultant Co-Conspirator 1 gathers and sells is
current, disaggregated, and identifiable. Consultant Co-Conspirator 1
claims that it can minimize those risks to make this data ``safer'' to
distribute by anonymizing the companies and processing plants for which
it reports specific wages and salaries per job role. Although the
plants reported in Consultant Co-Conspirator 1's data reports are not
identified by name, they are grouped by region, and the list of all
participants in the region is provided. Accordingly, the number of
employees and other data provided per plant makes this data
identifiable to other processors.
129. Processors are thus likely able to use Consultant Co-
Conspirator 1's data reports to identify the wage and salary rates, as
well as benefits, that each of their competitors is currently setting
for each of its plants.
130. In addition to permitting competing poultry processors to
collaborate on their wages and benefits at the individual plant level,
Consultant Co-Conspirator 1's data reports also provide a means for
processors to monitor whether their collaborators are following through
on the compensation decisions they reported through the WMS Survey
Group and the ad hoc compensation exchanges.
4. Processors' Collaboration and Assistance on Compensation
131. In a patchwork of different combinations, through different
methods, and with respect to different types of compensation
information, the Processor Defendants built a pervasive conspiracy
across the poultry processing industry to collaborate on, and not
merely exchange, poultry processing plant worker wages and benefits
information.
132. As described above, many of the Processor Conspirators,
including Defendants Cargill, Sanderson, and Wayne, as well as
Processor Co-Conspirators 6, 7, 14, 15, 17, and 18, began exchanging
compensation information directly, without involvement from WMS, as
long ago as the 1980s. One employee of Processor Co-Conspirator 6 told
WMS's Jonathan Meng that ``executives from each of those poultry
processors would meet in a private room and bring enough copies of
their salary and wage data to distribute to all the other attendees,''
and ``the attendees would then exchange and discuss their compensation
schedules.'' According to one participant, these pre-2000 exchanges
included an understanding between participants that they would not use
the information they exchanged about each other's salaried compensation
to attempt to hire away each other's salaried employees. This early
conspiracy to collaborate helped foster the mutual understanding in
which processors agreed to collaborate on, rather than compete over,
poultry processing plant worker compensation.
133. In December 2008, for example, an executive at Processor Co-
Conspirator 4 emailed Defendants Cargill, Sanderson, and Wayne and
Processor Co-Conspirators 6, 7, 8, and 14, seeking details of each
competitor's dental plan benefits, which her company was ``currently
reviewing.'' The Processor Co-Conspirator 4 executive made clear that
her company would use the information provided by its competitors to
shape its own compensation decisions, explaining that ``[y]our
responses to the questions below would greatly help us ensure we stay
competitive within the industry.'' The questions she included related
to eligibility for coverage, services included in the plan, ``annual
deductible,'' and ``annual max per person.''
134. In September 2009, an executive at Defendant Wayne emailed
Defendants Cargill, and Sanderson and Processor Co-Conspirators 6, 7,
8, 14, 15, and 18 informing them that ``[i]t's that time of year
already'' because Wayne was ``working on 2010 budget increase
recommendations.'' The executive then asked Wayne's competitors to send
future, disaggregated, directly-exchanged (and thus identifiable)
compensation information: ``What is your companies projected salary
budget increase recommendation for 2010?'' Later in this email chain to
the same group, the Wayne executive noted that her colleague's ``sanity
is depending on your response. Seriously -any info you can give us will
be helpful, we appreciate your help.'' Processor Co-Conspirator 14 and
Processor Co-Conspirator 8 both responded to this email chain with
their competitors and directly disclosed a projected (future)
recommendation to increase their budgets for salaries by three percent.
135. In July 2015, an executive for Processor Co-Conspirator 14
emailed her peers at Defendant Sanderson and Processor Co-Conspirator
18, explaining that Processor Co-Conspirator 14 was ``in the midst of
completely revamping our Plant Management Trainee program.'' Her email
continued, ``and I was wondering if you would be willing to share with
me . . . what your starting rate is for these kids hired right out of
college?'' The Processor Co-Conspirator 14 employee sought current,
disaggregated, and identifiable wage information from her competitors
for the explicit purpose of assisting Processor Co-Conspirator 14 to
make its own wage decisions for this cohort. Her peer at Sanderson
responded the very next day to both Processor Co-Conspirator 14 and
Processor Co-Conspirator 18, disclosing, among other information, that
Sanderson's Beginning Trainee Program paid ``from 36,000 to 38,000, no
signing bonuses'' and that Sanderson's Advance Trainee program paid
``from $48,000 to $87,000, no signing bonuses.''
136. In February 2016, the Director of Compensation at Processor
Co-Conspirator 4 emailed Defendants Cargill and Wayne, as well as
Processor Co-Conspirators 3, 6, 7, 8, 14, 15, 17, and 18. She thanked a
Wayne employee and noted, ``that reminded me that I had a question for
the group also. We are trying to determine what is reasonable for
salaried employee to be compensated for working 6 and/or 7 days in a
work week when the plant is running.'' The questions she asked included
``Do you pay extra for these extra days worked for salaried (exempt)
employees?'' and ``If so, how is that calculated?'' The statement that
Processor Co-Conspirator 4 was in the midst of ``trying to determine''
overtime pay decisions, and wanted to know what its competitors did in
the same circumstances, likely made clear to the recipients that
Processor Co-Conspirator 4 planned to use the information it gathered
in its own decision-making. An employee from Processor Co-Conspirator
10 responded to all recipients, noting, ``We pay \1/5\ of the weekly
salary for the sixty and seventh days if working due to production.
This includes supervisors and managers below the plant manager level
and all are paid the same. If the day off is compensated by a paid
benefit, other than sick time, we pay the sixth and seventh days.
Sanitation and maintenance only get paid for the seventh day worked.''
137. In September 2016, an executive from Processor Co-Conspirator
7 sought future compensation information from Defendants Cargill and
Wayne and Processor Co-Conspirators 3, 6, 8, 14, 15, 17, and 18 related
to a new Fair Labor Standards Act salary threshold for exempt status, a
federal requirement determining to which workers the processors would
have to pay overtime wages based on salary. The Processor Co-
Conspirator 7 executive asked his competitors to fill out a directly-
exchanged survey form to indicate how they would change compensation
plans for all employees and, more specifically, for first-line
supervisor roles. Within a

[[Page 57041]]

week, Defendant Cargill and Processor Co-Conspirators 6, 8, 15, and 17
responded by sharing their future compensation plans, which the
Processor Co-Conspirator 7 executive passed on (labeled by processor)
to the entire group, reflecting, ``If more respond, I'll republish, but
the target grouping pattern already appears pretty tight.'' The chart
attached to the executive's email showed that eight of the ten
processors selected ``most employees are receiving base salary
increases to bring them to the threshold salary,'' thus ending the
processors' obligation to provide these workers with overtime pay, and
``a smaller number will not receive a base increase but will receive
overtime.'' Similarly, eight of the ten respondents selected, as to the
first-line supervisors, ``are either above the salary threshold or will
receive a base salary increase to the threshold.''
138. The Processor Defendants' collaboration also involved forms of
compensation other than wages. In January 2010, an executive for
Processor Co-Conspirator 18 wrote to Defendants Cargill, Sanderson,
Wayne, and WMS and Processor Co-Conspirators 6, 7, 8, 15, and 17 for
help because Processor Co-Conspirator 18 was ``considering a change to
convert'' some of its plant worker jobs to a category that would
provide them with fewer benefits: ``Production workers on the line do
not get quite the same as our technical support jobs, nurses and
clerical. The difference is 5 days daily sick pay, better vacation
schedule, higher short-term disability pay and the ability to use our
flexible (pre-tax) benefits saving plan.'' Processor Co-Conspirator 18
noted that a ``prompt response would be much appreciated'' from its
competitors about whether ``any of you have a difference in benefits
between'' these two job categories, to assist it in making this
decision. Processor Co-Conspirator 7 responded to Processor Co-
Conspirator 18's question, stating it did not.
139. A 2015 email exchange between Processor Co-Conspirators 8 and
18 provides detail on how the competitors may have viewed their
relationships with each other as collaborators. On October 6, 2015,
Processor Co-Conspirator 18 received an email from a Processor Co-
Conspirator 8 executive asking, ``Would you mind sending me your
current Health Insurance Rates? Also do you plan on raising them in
2016? Thanks you so much for your help.'' Processor Co-Conspirator 18
then discussed this request internally, noting, ``We don't count on
them [Processor Co-Conspirator 8] for much so we don't owe them
anything from our side.'' This view of the request for future and
directly exchanged compensation information as part of a quid pro quo
calculation--that to get the helpful information, you have to give the
helpful information--helps explain why the competing processors were so
willing to share compensation information when their competitors asked
for it.
140. In designing the WMS survey, the WMS Survey Group participants
collaborated to ensure the exchanged data included the type of
disaggregated compensation information that antitrust agencies warned
against as a risk factor for identifying information exchanges not
designed in accordance with the antitrust laws. For example, in 2012,
the Steering Committee, which then included Processor Co-Conspirators
6, 7, 14, 15, and 18, decided to distribute disaggregated and
identifiable data regarding hourly plant workers. WMS's Jonathan Meng
warned the Steering Committee that distributing this data would violate
the guidance and proposed ways of presenting the data that would make
it less identifiable. Processor Co-Conspirator 18, however, instructed
Meng to let the WMS survey group know of the change to the survey
design but not to ``call out'' Meng's concerns. Meng followed Processor
Co-Conspirator 18's instructions and simply advised the Survey Group of
the changes, stating that ``The Steering Committee has requested that
the hourly wage information included in the report be expanded to
include the raw data for each state. . . . The steering committee needs
to know if you are in agreement with the proposed changes.'' Meng noted
that under this plan, which he asked each WMS Group Participant to
agree to explicitly, he would include disaggregated, identifiable wage
data from Alabama, Arkansas, Georgia, Missouri, Mississippi, North
Carolina, Tennessee, and Virginia. Later, Meng stated that ``everyone
is in agreement with the change except [Processor Co-Conspirator 4] and
[Processor Co-Conspirator 13], who have not responded yet.''
141. The WMS Survey Group participants, competitors in the market
for poultry processing plant labor, also collaborated to standardize
the job categories for which they each reported compensation data,
ensuring they could match each other's compensation decisions. The
Processor Defendants also may have worked, with assistance from
Defendant WMS, to standardize job types and categories across their
different enterprises. This made a comparison between each
participant's jobs easier, and thus made the information swapped about
each job category's compensation more accessible for use. With respect
to salaried positions, the annual survey questionnaire was intended to
permit participants to match all jobs to defined job categories while
indicating when the matched job was, in the view of the participant,
``larger'' or ``smaller'' than the job as described in the
questionnaire. Survey results reported the percentages of respondents
indicating inexact job matches. In 2012, an employee for Processor Co-
Conspirator 14 employee described in an email to a Processor Co-
Conspirator 18 employee the prior year's WMS Survey Group in-person
meeting, at which ``the discussion around the room was that some
companies call this single incumbent job a Plant Safety Manager and
some a Complex Safety Manager.'' This standardization for purposes of
collaboration, enabled by WMS, made it easier for the Processor
Defendants to determine and monitor consensus among themselves for
compensation, enabling their conspiracy, which suppressed compensation.
5. Processors Recognize Their Agreement Likely Violated the Antitrust
Laws and Attempt To Cover It Up
142. The Defendants at times expressed concern that their agreement
was unlawful. Sometimes, fear of discovery or other outside events
prompted them to change their views of the risk they were each engaged
in. Nonetheless, they maintained secrecy throughout the conspiracy.
143. On February 14, 2012, Defendant Sanderson's HR Manager emailed
Defendants Cargill and Wayne and Processor Co-Conspirators 7, 8, 15,
and 17 along with Defendant WMS, notifying them that Sanderson would be
ending its relationship with the WMS Survey Group. The HR Manager
stated, ``On the advice of legal counsel, our Executives have decided
that we can no longer participate in this type of survey.'' If the
Defendants had not been previously aware of the legal risk involved in
the WMS Survey Group exchange, this email put them on notice.
144. Private class actions related to this conduct and other
allegedly anticompetitive behavior in the poultry industry caused the
members of the WMS Survey Group to change some of their behavior. As
noted above, at their 2017 in-person meeting, the participating
Processor Conspirators, in the words of WMS's Jonathan Meng, ``all
agreed that moving forward all questions about future increases would
be removed from the survey. . . . It was also recommended by counsel
for

[[Page 57042]]

[Processor Co-Conspirator 7] to have an Antitrust Attorney present for
the general group discussions (post survey results).''
145. As Processor Co-Conspirator 7 described in October 2017, the
Processor Conspirators would thereafter treat Meng as an ``Antitrust
Guidon.'' In military terminology, a guidon is a flag flown at the head
of a unit to signify that the commander is present. An executive at
Processor Co-Conspirator 8 put it more bluntly, commenting that ``One
thing that has changed is that the group will now have an attorney
present for the full meeting to make sure no collusion and that the
Safe Harbor provisions are all met and followed.'' Meng acknowledged in
January 2018 to an executive for Processor Co-Conspirator 17 that ``I
will be present at all sessions this year (which did satisfy [Processor
Co-Conspirator 7's] counsel).''
146. But Meng's presence at meetings did not ultimately quell the
Processor Conspirators' fears that their conduct was unlawful. From
2017 to 2020, spooked processors began dropping out of the WMS Survey
Group due to, as an employee of Processor Co-Conspirator 14 put it,
``the `big scare' ''--i.e., a private class action alleging a broiler
chickens price-fixing conspiracy.
147. In response to the elimination of disaggregated data from the
survey, an executive for Processor Co-Conspirator 7 complained, ``how
useful is the `average rate report' now anyway? It has suffered
significant obscuring of results due to aggregating, and I would ask--
Is it still useful information any longer?''
148. Processor Co-Conspirator 13 left in 2018; that year, Defendant
Wayne also considered leaving, but decided to remain in the group after
heavy lobbying by Meng. Processor Co-Conspirators 1, 8, and 17 left in
2019.
149. In a 2019 email, an executive for Processor Co-Conspirator 7
noted that ``[Processor Co-Conspirator 8] was skittish very early on in
the anti-trust concerns, including their attorneys contacting other
companies to warn about attending our conference.''
150. In July 2019, an executive from Processor Co-Conspirator 7
sent an alert to Processor Co-Conspirator 14 and WMS describing a call
his colleague received ``from someone representing themselves as a
private investigator from New York. The caller had questions about the
types of information we shared at our meeting, the survey and other
questions that I will simply call `general anti-trust fishing'
questions. . . . So just a little reminder that the bad-guys are still
out there, and why we hold strict confidences about discussing wages--
and have Jon [Meng] at our entire meeting.'' Notably, the Processor Co-
Conspirator 7 executive did not say the competing processors should
take care not to discuss wages, but rather take care to keep such
discussions in ``strict confidence.''
151. And if there were any question whom the WMS participants
considered the ``bad-guys,'' Defendant WMS's presentation for the 2019
WMS Survey Group meeting features, at the top of the presentation's
first slide, a quote from Shakespeare: ``The first thing we do, let's
kill all the lawyers.''
152. The WMS Survey Group did not meet again after this 2019
meeting.

C. Defendants Sanderson's and Wayne's Deceptive Practices Toward
Growers

153. Growers sign contracts with Sanderson and Wayne, respectively,
to raise chickens. Growers often make substantial financial investments
including building or upgrading their facilities. The success of those
investments depends on the compensation system they receive.
154. Under the compensation system known as the tournament system,
each contract provides an average or base price that the grower
receives. But the average or base price is not necessarily what the
grower actually receives. The growers' compensation depends on how each
grower performs relative to other growers--in particular, on their
performance relative to other growers at converting the inputs to bird
weight. Growers who overperform the average are paid a bonus, while
those that underperform the average are penalized. Sanderson and Wayne,
however, control the major inputs the grower receives, including the
chicks and feed. As a result, growers cannot reasonably assess the
range of expected financial outcomes, effectively manage their risks,
and properly compare contracts from competing processors.
155. Sanderson and Wayne do not adequately disclose the risk
inherent in this system to the growers. Their contracts with growers
omit or inadequately describe material key terms and risks that
mislead, camouflage, conceal, or otherwise inhibit growers' ability to
assess the financial risks and expected return on investment. For
example, the grower contracts disclose neither the minimum number of
placements nor the minimum stocking density that the grower is
guaranteed. The contracts also lack material financial disclosures
regarding poultry grower performance, including the range of that
performance, and other terms relevant to the financial impact of the
grower's investment.
156. Similarly, the contracts omit material information relating to
the variability of inputs that can influence grower performance,
including breed, sex, breeder flock age, and health impairments, on an
ongoing basis, including at input delivery and at settlement (including
information to determine the fairness of the tournament). Without this
information, growers are impaired in their ability to manage any
differences in inputs, or evaluate whether to invest in new
infrastructure, that may arise from the Sanderson's and Wayne's
operation of the tournament system. This failure to disclose is
deceptive and violates the Section 202(a) of the Packers and Stockyards
Act, 1921, as amended and supplemented, 7 U.S.C. 192(a). These
deceptions should be enjoined.

VI. Elements of the Sherman Act Claim

A. The Agreement To Collaborate on Compensation Decisions, Exchange
Compensation Information, and Facilitate Such Collaboration and
Exchanges

157. As detailed above, the Processor Defendants collaborated on
what should have been individual decisions about poultry processing
plant worker compensation. As reflected by in-person meetings,
correspondence, and the regular exchange of compensation information,
the Processor Defendants and their co-conspirators had a mutual
understanding that they would contact each other for advice,
discussion, and competitively-sensitive compensation information to
help each other make decisions about worker compensation at the
nationwide and local level. This agreement undermined the competitive
process, distorted the ordinary, free-market bargaining and
compensation-setting mechanisms, and suppressed competition and
compensation for poultry processing plant workers.
158. The Processor Defendants' exchanges of current and future,
disaggregated, and identifiable information about poultry processing
plant worker wages and benefits, through the facilitation provided by
the Consultant Defendants and through direct exchanges with each other,
supported this conspiracy to collaborate. However, even standing alone,
these exchanges allowed each participant to more closely align its wage
and benefit offerings with its competitors, harmed the competitive
process, distorted the competitive mechanism, and suppressed
competition and compensation for their poultry processing plant
workers.

[[Page 57043]]

B. Primary Poultry Processing Plant Employment Is a Relevant Labor
Market

159. The market for primary poultry processing plant labor is a
relevant antitrust labor market. If a single employer controlled all
the primary poultry processing plant jobs in a geographic market, it
could profitably suppress compensation (either in wages or benefits) by
a small but significant and non-transitory amount. In other words, if a
poultry processing employer with buyer market power (monopsony power)
chose to reduce or forgo raising its workers' wages and benefits, or
otherwise worsen the compensation offered to workers, too few poultry
processing workers would switch to other jobs to make the employer's
choice unprofitable.
160. Labor markets are inextricably connected to the most personal
choices workers make: how and where to live, work, and raise a family.
In labor markets, employers compete to purchase labor from a pool of
potential and actual workers by setting wages, benefits, and working
conditions.
161. In choosing among potential employers, workers who may be
different from each other--for example, who fill different types of
jobs--may be similarly positioned with respect to potential employers.
While hourly and salaried poultry processing jobs may attract different
job applicants, poultry processing plants may constitute potential
employers for those workers because of commonalities shared among
hourly and salaried workers (and among workers filling different roles
within those categories).
162. To poultry processing plant workers, all of the Processor
Conspirators are close competitors for their labor. From the
perspective of workers, poultry processing jobs are distinguishable
from, and not reasonable substitutes for, jobs in other industries.
Many processing plant workers share common constraints that make
poultry processing plant jobs accessible to them while other year-
round, full-time jobs are not. Poultry processing plant workers also
share common attributes and learn job-specific skills, which the
poultry industry compensates more than other industries would. Thus,
these particular employers compete to offer jobs to this pool of labor
that these workers both have access to and that offer value for their
common attributes in a way that other industries might not. Many of
these workers are able to find work in the poultry industry but not in
other industries that seek workers with different skills, experience,
and attributes.
163. Although poultry processing plants employ varied types of
workers, they occupy a common labor market. All the workers were the
target of a single overarching information-sharing conspiracy. All the
workers have thus had their compensation information distributed
without their consent by their employer to other employers who might
hire them. All the workers have developed experience, familiarity, and
expertise in poultry processing plants, and all or nearly all the
workers have located their households near poultry processing plants,
acquired friends or colleagues in poultry plants, and have or have
developed the types of personal characteristics that enable them to
tolerate the harsh conditions of poultry processing plants. As a
result, workers who are unsatisfied with their current employer would
normally seek, or at least consider, alternative employment in the
poultry processing plants owned by their employer's co-conspirators.
164. Each of the Processor Conspirators sees poultry processing
workers as sufficiently alike to find it worthwhile to place them in a
common worksite, creating a cluster of jobs associated with particular
market activity (poultry processing), just as grocery stores sell
multiple products to customers who prefer the convenience of one-stop
shopping. The common characteristics of the employees as required by
the logistics of processing poultry explain why Defendants treat the
employees together in the conspiracy. For these reasons, it is
appropriate to consider all the workers as a common group of victims
for the purpose of this action, even though the jobs in poultry
processing plants differ.
165. Both chicken processing plants and turkey processing plants
compete to purchase labor in this market because the jobs they seek to
fill are similar. These industries use similar facilities, materials,
tools, methods, job categories, and vertically-integrated processes to
produce downstream products. These industries also exhibit similar
difficult working conditions.
166. In addition, the poultry industry itself recognizes that
poultry processing workers are a distinct market. The Processor
Defendants' and Processor Conspirators' agreement to collaborate on
compensation decisions included the exchange of information about both
hourly and salaried plant jobs. The WMS Survey Group set criteria for
membership that permitted both chicken and turkey processors to
participate, but not other meat processors or other employers. When one
member of the WMS Survey Group proposed including processors of red
meat, this idea was rejected by the group ``because the poultry
processing labor market is distinct from the red meat processing labor
market.'' Informed by their knowledge and experience, the Processor
Conspirators chose to include poultry processors in the WMS Survey
Group and exclude other industries.

C. The Geographic Markets for Poultry Processing Plant Labor

167. The relevant geographic markets for poultry processing plant
labor include both local submarkets and a nationwide market.
168. Local markets for poultry processing plant labor are relevant
geographic markets. Many poultry processors adjust wages and benefits
at a local level and based on local factors, meaning that a particular
processor's compensation for job categories between different plants in
different locations may differ. The Processor Conspirators made
decisions affecting competition and competed on a local basis. Poultry
processing workers reside within commuting distance from their plants.
169. The Processor Conspirators' anticompetitive agreement to
collaborate on compensation decisions included the exchange of local
data through the Consultant Defendants and Consultant Co-Conspirator 1
and the direct exchange of such data with the other Defendants and co-
conspirators. For example, as Processor Co-Conspirator 18 noted in
describing the CHIWI survey, ``With this information, we feel that we
are in a better position to strategically evaluate wages on a location
by location level.''
170. Employed poultry processing plant workers reside within
commuting distance from the plant at which they work. In addition, many
applicants to these jobs reside within commuting distance from the
plant to which they have applied, at the time they have applied. Thus,
if multiple processing plants are located within a worker's commuting
boundary, those plants are potential competitors for that worker's
labor.
171. The relevant local submarkets can be identified according to
workers' willingness and ability to commute. The local submarkets here
are those in which, according to data from the United States Department
of Agriculture, at least two Processor Conspirators compete with each
other for primary poultry processing plant workers. In these relevant
local submarkets, it is likely that the Processor Conspirators together
hold

[[Page 57044]]

market power, because they control over 80 percent, and in many local
submarkets, control 100 percent, of primary poultry processing plant
jobs. A hypothetical monopsonist of poultry processing plant labor jobs
in each local labor submarket would likely be able to suppress
compensation for poultry processing plant workers by a small, but
significant, amount.
172. The local labor submarkets in which the Processor Defendants
and Processor Conspirators have suppressed competition, which
suppressed poultry processing plant workers' compensation, include:
a. the ``Eastern Shore Poultry Region'': containing eleven primary
poultry processing facilities \7\ in Hurlock, MD; Salisbury, MD;
Princess Anne, MD; Harbeson, DE; Millsboro, DE; Selbyville, DE;
Georgetown, DE; Milford, DE; Norma, NJ; Accomac, VA; and
Temperanceville, VA, four of which are owned by Processor Co-
Conspirator 14, five of which are owned by other Processor
Conspirators, and two of which are owned by other poultry processors;
---------------------------------------------------------------------------

\7\ The number of primary poultry processing facilities in the
Complaint is based on data from the United States Department of
Agriculture on chicken and turkey slaughtering from 2022 and
excludes facilities designated as ``Very Small.''
---------------------------------------------------------------------------

b. the ``Central Valley Poultry Region'': containing three primary
poultry processing facilities in Fresno, CA and Sanger, CA, two of
which are owned by Processor Co-Conspirator 7, and one of which is
owned by another Processor Conspirator;
c. the ``West-Central Missouri Poultry Region'': containing two
primary poultry processing facilities in California, MO and Sedalia,
MO, one of which is owned by Defendant Cargill, and one of which is
owned by another Processor Conspirator;
d. the ``Ozark Poultry Region'': containing nineteen primary
poultry processing facilities in Huntsville, AR; Ozark, AR; Springdale,
AR; Fort Smith, AR; Clarksville, AR; Dardanelle, AR; Green Forest, AR;
Waldron, AR; Danville, AR; Carthage, MO; Cassville, MO; Southwest City,
MO; Monett, MO; Noel, MO; Heavener, OK; and Jay, OK, three of which are
owned by Processor Co-Conspirator 3, one of which is owned by Processor
Co-Conspirator 17, one of which is owned by Defendant Wayne, one of
which is owned by Defendant Cargill, twelve of which are owned by other
Processor Conspirators, and one of which is owned by another poultry
processor;
e. the ``Ouachita Poultry Region'': containing five primary poultry
processing facilities in De Queen, AR; Grannis, AR; Hope, AR;
Nashville, AR; and Broken Bow, OK, one of which is owned by Processor
Co-Conspirator 15, and four of which are owned by another Processor
Conspirator;
f. the ``East Texas Poultry Region'': containing four primary
poultry processing facilities in Lufkin, TX; Nacogdoches, TX; Carthage,
TX; and Center, TX, two of which are owned by Processor Co-Conspirator
15, and two of which are owned by another Processor Conspirator;
g. the ``River Valley Poultry Region'': containing three primary
poultry processing facilities in Union City, TN; Humboldt, TN; and
Hickory, KY, one of which is owned by Processor Co-Conspirator 15, and
two of which are owned by another Processor Conspirator;
h. the ``Western Coal Fields Poultry Region'': containing two
primary poultry processing facilities in Cromwell, KY and Robards, KY,
one of which is owned by Processor Co-Conspirator 14, and one of which
is owned by another Processor Conspirator;
i. the ``North/South Carolina Poultry Region'': containing seven
primary poultry processing facilities in Lumber Bridge, NC; Rockingham,
NC; Marshville, NC; St. Pauls, NC; Monroe, NC; and Dillon, SC, two of
which are owned by Processor Co-Conspirator 14, two of which are owned
by Processor Co-Conspirator 15, one of which is owned by Defendant
Sanderson, two of which are owned by other Processor Conspirators, and
one of which is owned by another poultry processor;
j. the ``Northern Georgia Poultry Region'': containing eleven
primary poultry processing facilities in Cornelia, GA; Murrayville, GA;
Gainesville, GA; Athens, GA; Canton, GA; Ellijay, GA; Cumming, GA;
Bethlehem, GA; Marietta, GA; and Pendergrass, GA, two of which are
owned by Processor Co-Conspirator 7, four of which are owned by
Processor Co-Conspirator 15, one of which is owned by Defendant Wayne,
two of which are owned by other Processor Conspirators, and two of
which are owned by other poultry processors;
k. the ``Central Georgia Poultry Region'': containing two primary
poultry processing facilities in Perry, GA and Vienna, GA, one of which
is owned by Processor Co-Conspirator 14, and one of which is owned by
another Processor Conspirator;
l. the ``Chattanooga Poultry Region'': containing two primary
poultry processing facilities in Chattanooga, TN, one of which is owned
by Processor Co-Conspirator 15, and one of which is owned by another
Processor Conspirator;
m. the ``Central North Carolina Poultry Region'': containing two
primary poultry processing facilities in Sanford, NC; and Siler City,
NC, one of which is owned by Processor Co-Conspirator 15, and one of
which is owned by another Processor Conspirator;
n. the ``Southern Alabama/Georgia Poultry Region'': containing
seven primary poultry processing facilities in Enterprise, AL; Dothan
AL; Jack AL; Union Springs AL; Bakerhill, AL; Montgomery AL; and
Bluffton, GA, one of which is owned by Processor Co-Conspirator 15,
three of which are owned by Defendant Wayne, two of which are owned by
other Processor Conspirators, and one of which is owned by another
poultry processor;
o. the ``Northern Alabama Poultry Region'': containing eleven
primary poultry processing facilities in Guntersville, AL;
Russellville, AL; Albertville, AL; Decatur, AL; Blountsville, AL;
Collinsville, AL; Gadsden, AL; Jasper, AL; Cullman, AL; and Tuscaloosa
AL, two of which are owned by Processor Co-Conspirator 15, two of which
are owned by Defendant Wayne, five of which are owned by other
Processor Conspirators, and two of are owned by other poultry
processors;
p. the ``Western North Carolina Poultry Region'': containing four
primary poultry processing facilities in Dobson, NC; Wilkesboro, NC;
Morganton, NC; and Winston-Salem, NC, one of which is owned by
Defendant Wayne, two of which are owned by other Processor
Conspirators, and one of which is owned by another poultry processor;
q. the ``Virginia/West Virginia Poultry Region'': containing eight
primary poultry processing facilities in Timberville, VA; Moorefield,
WV; Dayton, VA; Edinburg, VA; Harrisonburg, VA; New Market, VA; and
Hinton, VA, two of which are owned by Processor Co-Conspirator 15, one
of which is owned by Defendant Cargill, two of which are owned by other
Processor Conspirators, and three of which are owned by other poultry
processors;
r. the ``Laurel Poultry Region'': containing six primary poultry
processing facilities in Collins, MS; Laurel, MS; Hattiesburg, MS; Bay
Springs, MS: and Moselle MS, two of which are owned by Defendant
Sanderson, one of which was owned by Defendant Wayne until 2021 and is
now owned by another Processor Conspirator, one of which is owned by
another Processor Conspirator, and at

[[Page 57045]]

least two of which are owned by other poultry processors; and
s. the ``Southern Georgia Poultry Region'': containing three
primary poultry processing facilities in Moultrie, GA; Camilla, GA; and
Bluffton, GA, one of is was owned by Defendant Sanderson, one of which
is owned by another Processor Conspirator, and one of which is owned by
another poultry processor.
173. The United States is also a relevant geographic market for
primary poultry processing plant labor. Poultry processing plant jobs
outside the United States are not reasonable substitutes for workers
seeking employment in the United States.
174. Many poultry processors make significant compensation
decisions at a nationwide level. The executives in charge of such
decisions often set nationwide policies or budgets for processors'
wages and benefits. These nationwide decisions then influence local
decisions, such as setting different wage base rates between particular
local plants. At least one Processor Conspirator, Defendant Sanderson,
sets its processing plant workers' wages at a nationwide level, meaning
workers in the same position at different plants in different local
areas receive the same base compensation.
175. Poultry processors also sometimes recruit workers from beyond
the local regions where particular plants are located. For example,
they may make use of their current workers' personal connections to
recruit their friends or family members internationally, such as by
giving referral bonuses to current workers. And some workers move
between states or internationally to take processing plant jobs.
176. The Processor Defendants also viewed themselves as part of a
nationwide market for poultry processing plant work. They gave
significant time, expertise, and money over at least two decades to
participate in the nationwide WMS Survey Group, including traveling to
Florida (or another resort destination) to meet in person and swap
compensation information about both hourly and salaried workers with
poultry processors from across the country. The Steering Committee of
the WMS Survey Group restricted the Group's membership to poultry
processors with at least three plant locations nationwide.
177. Informed by their knowledge of and experience with their labor
pool of potential and actual poultry processing plant workers, the
Processor Conspirators chose to compose the WMS Survey Group to include
poultry processors nationwide. The Processor Conspirators are not
likely to have wasted their time and money on useless information
exchanges. Thus, the Processor Conspirators, with the help of
Defendants WMS and Meng and Consultant Co-Conspirator 1, formed their
agreement to collaborate on compensation decisions, including through
the anticompetitive exchange of compensation information, at a
nationwide level.
178. The Processor Conspirators together control more than 90
percent of poultry processing plant jobs nationwide. A hypothetical
monopsonist of poultry labor jobs nationwide would likely be able to
suppress compensation for poultry workers by a small, but significant,
amount.

D. Market Power

179. Together, the Processor Conspirators control over 90 percent
of poultry processing plant jobs nationwide; the four largest of the
Processor Conspirators control about half of that share. The Processor
Conspirators also control at least 80 percent of poultry processing
jobs in relevant local submarkets.
180. Further, many poultry processing plants are located in rural
areas near poultry grower operations. The processors likely have even
greater buyer market power in these markets, in which there are often
fewer full-time, year-round jobs available than in more heavily
populated areas.
181. Finally, the nature of labor markets generally means employers
have market power at far lower levels of market share than the
Processor Conspirators have here. Labor markets are matching markets--
employees cannot simply switch jobs like a customer switches from one
beverage to another. Finding a new job takes time, effort, and often,
money. The new employer has to offer the job to the worker, while the
employee must overcome the inertia provided by an existing job, even if
it is an unfavorable one, to seek out and find, interview for, and
accept the new job. Employees often have less freedom to move to take a
new job due to family commitments such as their spouse's employment,
their children's education, or the need to provide care to family
members. Thus, workers are more likely to stay in the jobs they already
have than consumers are to continue to buy the same product; labor
markets come with a level of ``stickiness'' that many product markets
do not.

E. Anticompetitive Effects: Processor Conspirators' Conspiracy
Anticompetitively Affected Decisions About Compensation for Plant
Processing Workers

182. The Processor Conspirators' pervasive and decades-long
conspiracy and anticompetitive exchange of current and future,
disaggregated, and identifiable information, facilitated and furthered
by the Consultant Defendants, suppressed compensation for poultry
processing plant workers nationwide. This anticompetitive agreement
distorted the competitive mechanism for wage-setting and robbed poultry
processing plant workers of the benefits of full and fair competition
for their labor.
183. In labor markets, reductions to absolute compensation are
unusual. Thus, the anticompetitive effects of agreements in such
markets are most likely to be reflected in compensation remaining flat
or increasing at a lower rate than would have occurred without the
anticompetitive conduct.
184. The Processor Defendants' anticompetitive information sharing
about poultry processing plant worker compensation supported their
larger conspiracy to collaborate with competitors on their own
compensation decisions. Both their broader conspiracy to collaborate
and their information sharing suppressed competition among them and led
to compensation that was lower than it would have been without either
the larger conspiracy or the information sharing alone.
185. As the Processor Defendants themselves admitted to each other
in emails, they used the current and future, disaggregated, and
identifiable compensation data they exchanged directly and through
consultants when making compensation decisions company-wide and for
specific positions and plant locations. Because the shared information
allowed the Processor Defendants to understand how their competitors
currently compensated plant workers, or were planning to in the future,
the information they exchanged allowed the Processor Defendants to
offer lower compensation than they would have had to absent their
agreement. The Processor Defendants' collaboration distorted the
typical competitive process in which they would have had to fully and
fairly compete by making their own independent choices about what wages
and benefits to offer workers.
186. Further, because of the length of time the Processor
Defendants were able to engage in their conspiracy and their

[[Page 57046]]

financial interest in keeping their labor costs below competitive
levels, they are likely to continue collaborating and exchanging
compensation information unless they are enjoined from doing so.
187. Conduct by multiple Defendants in 2009 illustrates the types
of effects likely to have occurred as a result of the Defendants'
conduct.
188. In January 2009, an executive at Processor Co-Conspirator 14
emailed Defendants Cargill, Sanderson, and Wayne and Processor Co-
Conspirators 6, 7, 8, 15, and 18 seeking her competitors' help on the
question of ``plant and merit increases'' for the next year. She
described to her competitors that ``Our fiscal year begins 03/30/09,
and, we have recently started talking about delaying.'' She asked these
competitors, ``I am curious to find out if anyone has (or is in
discussions) about postponing plant or merit increases.'' In addition,
in the same email, she noted, ``I know there has been some previous
dialogue about plant and merit increases.'' This correspondence both
makes clear that Processor Co-Conspirator 14 was seeking its
competitors' assistance in making its own wage decisions and suggests
that the competitors had held similar discussions before. The Processor
Co-Conspirator 14 executive sent her email directly in response to a
question from an executive for Processor Co-Conspirator 6 about making
travel and scheduling arrangements to meet in person for the annual WMS
Survey Group meeting.
189. In July 2009, a strikingly similar discussion took place
between Processor Co-Conspirator 17 and Processor Co-Conspirators 8 and
18. Processor Co-Conspirator 8's Vice President of Human Resources
emailed at least two of Processor Co-Conspirator 8's competitors,
Processor Co-Conspirator 17 and Processor Co-Conspirator 18, disclosing
to Processor Co-Conspirator 17 that ``we are working on budgets for our
next fiscal year. . . . We are looking at a raise in September/Oct. and
have not decided on the amount yet . . . we're surveying the other
poultry companies to get a feel for what they are going to do.'' As a
result, he asked Processor Co-Conspirator 17, ``Do you know what
[Processor Co-Conspirator 17] is planning on giving in the way of % or
$ amount for your processing plants? What month will the raise go into
effect?'' He concluded, ``I will be happy to let you know our decision
within the next week.'' Processor Co-Conspirator 17's VP of People
Services responded to the Processor Co-Conspirator 8 executive that
``We have no plans at this time to give increases.''
190. The Processor Co-Conspirator 8 executive made a similar
disclosure to Processor Co-Conspirator 18--``We are budgeting for our
next fiscal year''--as well as a similar request--``and was wondering
what [Processor Co-Conspirator 18] is going to do as far as Plant Wages
in November? Do you know the % amount or $ amount that [Processor Co-
Conspirator 18] will be giving in Springdale and Monett, MO?'' The
Processor Co-Conspirator 8 executive also, as he did with Processor Co-
Conspirator 17, promised an exchange: ``I will be able to give you ours
within the next week or so as well.'' The Processor Co-Conspirator 18
executive responded, ``Sorry, we don't know yet what we are going to
do,'' to which the Processor Co-Conspirator 8 executive replied ``will
you please share with me once you know?''
191. A later document from July 2010 states that the effective date
of Processor Co-Conspirator 18's last plant-wide wage raise was in
November 2008, suggesting that Processor Co-Conspirator 18, like
Processor Co-Conspirator 17, did not raise its wages in 2009.
192. While in the years before and after 2009, Processor Co-
Conspirator 8 typically raised its hourly plant worker wages, in 2009
itself, after hearing directly from its competitor Processor Co-
Conspirator 17, and potentially also from its competitor Processor Co-
Conspirator 18, Processor Co-Conspirator 8 chose not to raise its
hourly worker wages. Thus, because Processor Co-Conspirator 8
collaborated with its competitors through the direct sharing of future
compensation information, and received comfort from those competitors
that they did not plan to raise their employees' wages, Processor Co-
Conspirator 8's processing plant employees suffered a harmful effect.
193. Evidence of harmful effects from an information-sharing
conspiracy is not restricted to denials of wage raises or choices not
to grant benefits. If each participant in a labor market is suppressing
its compensation levels by using information about its competitors'
compensation plans to make smaller and more targeted wage increases
than it would have absent such information sharing, wages will rise
more slowly, and for fewer workers, than they would have without the
conspiracy.
194. For example, in 2013, Processor Co-Conspirator 18's Director
of Labor Compensation informed her coworkers that in preparation for
internal decision-making about plant wages, Processor Co-Conspirator 18
``completed a third-party survey with competing poultry companies. With
this information, we feel that we are in a better position to
strategically evaluate wages on a location by location level.''
Attached to this email are charts using data exchanged about competing
processors' base wage rates through the WMS Survey Group, as well as
other documents to which ``We [Processor Co-Conspirator 18] have added
the [Consultant Co-Conspirator 1] wages and ranking'' and ``maintenance
start and base rates by [Consultant Co-Conspirator 1] region.'' At
least three of these charts marked specific plants for which Processor
Co-Conspirator 18, as compared to the averages of other processors'
plants in that region, was paying below median wages for the industry.
195. The information exchange informed Processor Co-Conspirator 18
exactly where and by how much it would have to increase wages to match
its competitors; the exchange deprived plant workers, who lack any
comparable information, of an independent effort by Processor Co-
Conspirator 18 to recruit and hire workers by competing against other
processors.
196. Defendant Wayne has admitted that it used its collaboration
with the Processor Conspirators, and the information they exchanged
with each other, in this way. Wayne's compensation strategy was to pay
wages at or near the midpoint of compensation (i.e., 50%) for its
workers as compared to its competitors. Wayne's discussions and
exchange of compensation information with the Processor Conspirators
allowed it to more precisely target what the mid-point of compensation
would be, suppressing the rise in compensation that might otherwise
have occurred if Wayne had less ability to target that mid-point.
197. Similarly, Defendant Cargill used discussions and exchange of
compensation information with the Processor Conspirators to assist in
determining the ``salary bands'' it would set for salaried worker
positions. Cargill sent these band amounts to local plant managers to
inform the setting of local wages. Cargill admitted that on at least
one occasion the WMS Survey Group compensation data influenced
Cargill's decision to lower the salary band range for plant supervisors
from where it had originally set that band.
198. The Processor Conspirators' compensation information exchanges
therefore distorted compensation-setting processes in the poultry
processor plant worker labor market and harmed the competitive process.

[[Page 57047]]

VII. Violations Alleged

A. Count I: Sherman Act Section 1 (All Defendants)

199. The United States repeats and realleges paragraphs 1 through
198 as if fully set forth herein.
200. The Processor Defendants violated Section 1 of the Sherman
Act, 15 U.S.C. 1, by agreeing to collaborate with and assist their
competitors in making poultry processing worker compensation decisions,
to exchange current and future, disaggregated, and identifiable
information about their compensation of poultry processing plant
workers, and to facilitate this collaboration and such exchanges. This
agreement suppressed compensation for poultry processing workers for
decades.
201. This agreement included more than 20 years of discussions
between and among these competitors about wage and benefit policies and
amounts, which went well beyond the sharing of information and included
consultation and advice-giving--as one processor put it, ``a
collaborative working relationship''--on decisions that were
competitively sensitive and should have been made independently.
202. The agreement also included exchanging (or, for the Consultant
Defendants, facilitating the exchange of) competitively sensitive
information about poultry processing plant workers' wages and benefits
at both local levels and the national level. Such exchanges allowed
these competitors to understand wages and benefits paid or planned by
specific competitors, in specific places, to specific types of workers.
(Standing alone, these exchanges of information would constitute a
violation of Section 1 of the Sherman Act.)
203. The Processor Defendants themselves understood that their
anticompetitive agreement likely raised serious legal concerns. They
went to great lengths to keep their exchanges confidential. Some
expressed their concerns explicitly; others abandoned some of the
larger-group exchanges once antitrust investigations and private
lawsuits began to uncover their behavior. The Processor Defendants and
Processor Conspirators nonetheless continued exchanging information
through less observable methods, for example through Consultant Co-
Conspirator 1.
204. The Processor Conspirators' market power increases their
agreement's likely anticompetitive effects. In relevant local labor
submarkets, they control more than 80 percent of poultry processing
jobs--in some areas, likely 100 percent of poultry processing jobs--and
thus have market power in local markets for poultry processing plant
workers. They enjoy outsize market power over the supply of poultry
processing plant jobs in these local areas, in which they are often
among the largest employers. In the national market, they control over
90 percent of poultry processing jobs nationwide, and thus have buyer
market power in the nationwide market for poultry processing plant
workers. Their choice to collaborate on compensation decisions and to
exchange information, even though they had buyer market power,
disrupted the competitive mechanism for negotiating and setting wages
and benefits for poultry processing plant workers and harmed the
competitive process.
205. As described in more detail in paragraphs 1 through 204 above,
from 2000 or earlier to the present, Defendants Cargill, Sanderson,
Wayne, WMS, and G. Jonathan Meng agreed to collaborate with and assist
their competitors in making compensation decisions and to exchange
current and future, disaggregated, and identifiable compensation
information, or to facilitate this anticompetitive agreement, an
unlawful restraint of trade under Section 1 of the Sherman Act, 15
U.S.C. 1.
206. There is no justification, procompetitive or otherwise, for
large, profitable, and sophisticated competitors collaborating with the
effect of suppressing wages and benefits for their workers.
207. The Defendants' agreement to collaborate on compensation
decisions, exchange current and future compensation information, and
facilitate those collaborations and exchanges suppressed poultry
processing plant worker compensation. It constitutes an unreasonable
restraint of interstate trade and commerce in the nationwide and in
local labor markets for hourly and salaried poultry processing plant
workers. This offense is likely to continue and recur unless this court
grants the requested relief.

B. Count II: Packers and Stockyard Act Section 202(a) (Defendants
Sanderson and Wayne Only)

208. The United States repeats and realleges paragraphs 1 through
207 as if fully set forth herein.
209. Defendants Sanderson and Wayne violated Section 202(a) of the
Packers and Stockyards Act, 1921, as amended and supplemented, 7 U.S.C.
192(a), by engaging in deceptive practices regarding their contracts
with growers. These deceptions deprived growers of material information
necessary to make informed decisions about their contracting
opportunities and to compare offers from different poultry processors.
210. Defendants Sanderson and Wayne are ``live poultry dealers''
under 7 U.S.C. 182(10), because each is engaged in the business of
obtaining live poultry under a poultry growing arrangement for the
purpose of slaughtering it.
211. Defendants Sanderson's and Wayne's grower contracts concern
``live poultry'' under 7 U.S.C. 182(6), 192, because the contracts
concerned the raising of live chickens.
212. Defendants Sanderson and Wayne each engaged in deceptive
practices through their grower contracts, which omitted material
disclosures about how each compensates growers. Those disclosures would
have provided information the grower needs to effectively compete in
the tournament system and allowed growers to evaluate their likely
return and risks, including, among other things the variability of
inputs the grower would receive, the risks regarding downside penalties
for underperforming relative to other growers in the tournament system.
213. Defendants Sanderson's and Wayne's deceptive practices are
ongoing and likely to continue and recur unless the court grants the
requested relief.

VIII. Requested Relief

214. The United States requests that this Court:
a. rule that Defendants' conspiracy to collaborate on processing
plant compensation decisions, including through the exchange of
compensation information, has unreasonably restrained trade and is
unlawful under Section 1 of the Sherman Act, 15 U.S.C. 1;
b. rule that Defendants' exchange of compensation information
itself, without more, has unreasonably restrained trade and is unlawful
under Section 1 of the Sherman Act, 15 U.S.C. 1;
c. permanently enjoin and restrain all Defendants from
collaborating on decisions related to worker wages and benefits with
any other company engaged in poultry growing or processing or the sale
of poultry products;
d. permanently enjoin and restrain all Defendants from sharing, or
facilitating the sharing of, information about compensation for their
workers with any other company engaged in poultry growing or processing
or the sale of poultry products, whether that sharing is direct or
indirect;

[[Page 57048]]

e. require all Defendants to take such internal measures as are
necessary to ensure compliance with that injunction;
f. impose on all Defendants a Monitoring Trustee to ensure
compliance with the antitrust laws;
g. grant equitable monetary relief;
h. permanently enjoin and restrain Defendants Sanderson and Wayne
from engaging in deceptive practices regarding their contracts with
growers;
i. require Defendants Sanderson and Wayne to make appropriate
disclosures to growers before entering into contracts concerning live
poultry, in order to provide sufficient information for the growers to
understand the scope of the contract and the potential risks;
j. require Defendants Sanderson and Wayne to modify their grower
compensation systems to eliminate the harm arising from each firm's
failure to disclose to growers all of the potential risks associated
with that firm's compensation system;
k. grant other relief as required by the nature of this case and as
is just and proper to prevent the recurrence of the alleged violation
and to dissipate its anticompetitive effects, including such structural
relief as may be necessary to prevent the anticompetitive effects
caused by the challenged conduct and described in this Complaint;
l. award the United States the costs of this action; and
m. award such other relief to the United States as the Court may
deem just and proper.

Dated: July 25, 2022

Respectfully submitted,

For Plaintiff United States of America,

DOHA MEKKI
Principal Deputy Assistant Attorney General

MICHAEL KADES
Deputy Assistant Attorney General

RYAN DANKS
Acting Director of Civil Enforcement

CRAIG CONRATH
Director of Litigation

LEE F. BERGER
Chief, Civil Conduct Task Force

MIRIAM R. VISHIO (USDC Md. Bar No. 17171)
Assistant Chief, Civil Conduct Task Force

SEAN AASEN
DAVID KELLY
KARL D. KNUTSEN
NATALIE MELADA
Trial Attorneys
United States Department of Justice Antitrust Division

EREK L. BARRON
United States Attorney

By:--------------------------------------------------------------------
ARIANA WRIGHT ARNOLD
USDC Md. Bar No. 23000
Assistant United States Attorney
36 S Charles St., 4th Floor
Baltimore, Maryland 21201
Tel: 410-209-4813
Fax: 410-962-2310
<a href="/cdn-cgi/l/email-protection#71300318101f105f30031f1e1d15310402151e1b5f161e07"><span class="__cf_email__" data-cfemail="adecdfc4ccc3cc83ecdfc3c2c1c9edd8dec9c2c783cac2db">[email&#160;protected]</span></a>

KATHLEEN SIMPSON KIERNAN
(Special Appearance Pending)
JESSICA TATICCHI
(Special Appearance Pending)
WILLIAM FRIEDMAN
(Special Appearance Pending)
EUN HA KIM
(Special Appearance Pending)
JACK G. LERNER
(Special Appearance Pending)
United States Department of Justice
Antitrust Division
Civil Conduct Task Force
450 Fifth Street NW, Suite 8600
Washington, DC 20530
Tel: 202-353-3100
Fax: 202-616-2441

United States District Court for the District of Maryland

United States of America, Plaintiff, v. Cargill Meat Solutions
Corp., et. al., Defendants.

Civil Action No.: 22-cv-1821
(Gallagher, J.)

[Proposed] Final Judgment

Whereas, Plaintiff, the United States of America, filed its
Complaint on July 25, 2022, alleging that Defendants violated Section 1
of the Sherman Act, 15 U.S.C. 1, and Section 202(a) of the Packers and
Stockyards Act, 7 U.S.C. 192(a);
And whereas, the United States and Defendants Cargill Meat
Solutions Corp., Cargill, Inc., Sanderson Farms, Inc., and Wayne Farms,
LLC (collectively, ``Settling Defendants'') have consented to the entry
of this Final Judgment without the taking of testimony, without trial
or adjudication of any issue of fact or law, and without this Final
Judgment constituting any evidence against or admission by any party
relating to any issue of fact or law;
And whereas, Settling Defendants agree to undertake certain actions
and refrain from certain conduct for the purpose of remedying the
anticompetitive effects alleged in the Complaint;
And whereas, Settling Defendants agree to be bound by the
provisions of this Final Judgment pending its approval by the Court;
Now therefore, it is ordered, adjudged, and decreed:

I. Jurisdiction

This Court has jurisdiction over the subject matter of this action
and each of the parties named herein. The Complaint states a claim upon
which relief may be granted against the Settling Defendants under
Section 1 of the Sherman Act, 15 U.S.C. 1, and Section 202(a) of the
Packers and Stockyards Act, 7 U.S.C. 192(a).

II. Definitions

As used in this Final Judgment:
A. ``Agreement'' means any contract, arrangement, or understanding,
formal or informal, oral or written, between two or more persons.
B. ``Base Payment'' means the standard payment (currently subject
to adjustment up or down based upon a Grower's performance on a given
flock as compared to a peer group) made by the Settling Defendants to a
Grower that supplies broiler chickens for processing in the Settling
Defendants' facilities, such as the standard payment characterized as
the ``base pay per pound'' and set forth in Schedule 1 of the current
Wayne Farms Broiler Production Agreement and the ``Base Pay'' as set
forth in the Payment Schedule attached to the Sanderson Farms, Inc.
(Production Division) Broiler Production Agreement.
C. ``Cargill, Inc.'' means Defendant Cargill, Incorporated, a
privately-held company headquartered in Wayzata, Minnesota, its
successors and assigns, subsidiaries, divisions, groups, affiliates,
partnerships, and joint ventures, and their directors, officers,
managers, agents, and employees.
D. ``Cargill Meat Solutions'' means Defendant Cargill Meat
Solutions Corporation, a Delaware company headquartered in Wichita,
Kansas, that is a wholly owned subsidiary of Cargill, Inc., and its
successors and assigns, subsidiaries, divisions, groups, affiliates,
partnerships, and joint ventures, and their directors, officers,
managers, agents, and employees.
E. ``CMS Secondary Processing Facilities'' means Cargill Meat
Solutions facilities that are not slaughter facilities and that further
process (such as cooking, marinating, grinding, portioning, seasoning,
smoking, breading, or battering) raw Poultry materials obtained or
received from a slaughter facility.
F. ``Communicate'' means to discuss, disclose, transfer,
disseminate, circulate, provide, request, solicit, send, receive or
exchange information or opinion, formally or informally, directly or
indirectly, in any manner, and regardless of the means by which it is
accomplished, including orally or by written means of any kind, such as
electronic communications, emails, facsimiles, telephone
communications, voicemails, text messages, audio recordings, meetings,
interviews, correspondence, exchange of written or recorded
information, including surveys, or face-to-face meetings.

[[Page 57049]]

G. ``Compensation'' means all forms of payment for work, including
salaried pay, hourly pay, regular or ad hoc bonuses, over-time pay, and
benefits, including healthcare coverage, vacation or personal leave,
sick leave, and life insurance or disability insurance policies.
H. ``Competitively Sensitive Information'' means information that
is relevant to, or likely to have an impact on, at least one dimension
of competition, including price, cost (including Compensation), output,
quality, and innovation. Competitively Sensitive Information includes
prices, strategic plans, amounts and types of Compensation, formula and
algorithms used for calculating Compensation or proposed Compensation,
other information related to costs or profits, markets, distribution,
business relationships, customer lists, production capacity, and any
confidential information the exchange of which could harm competition.
I. ``Consulting Firm'' means any organization, including Webber,
Meng, Sahl & Company, Inc. and Agri Stats, Inc., that gathers, sorts,
compiles, and/or sells information about Compensation for Poultry
Processing Workers, or provides advice regarding Compensation for
Poultry Processing Workers; ``Consulting Firm'' does not include job
boards, employment agencies or other entities that facilitate
employment opportunities for employees.
J. ``Disclosure Requirements'' means the entirety of Section V of
``Transparency in Poultry Grower Contracting and Tournaments,'' a
proposed rule by the U.S. Department of Agriculture's Agricultural
Marketing Service on June 8, 2022, 87 FR 34980, available at <a href="https://www.federalregister.gov/documents/2022/06/08/2022-11997/transparency-in-poultry-grower-contracting-and-tournaments">https://www.federalregister.gov/documents/2022/06/08/2022-11997/transparency-in-poultry-grower-contracting-and-tournaments</a>.
K. ``Grower'' means any person engaged in the business of raising
and caring for live Poultry for slaughter by another, whether the
Poultry is owned by such a person or by another, but not an employee of
the owner of such Poultry.
L. ``Human Resources Staff'' means any and all full-time, part-
time, or contract employees of Settling Defendants, wherever located,
whose job responsibilities relate in any way to hiring or retaining
workers, employment, or evaluating, setting, budgeting for,
administering, or otherwise affecting Compensation for Poultry
Processing Workers, and any other employee or agent working at any of
those employees' direction.
M. ``Including'' means including, but not limited to.
N. ``Incentive Payment'' means a payment made by a Settling
Defendant to a Grower that supplies broiler chickens for processing in
the Settling Defendants' facilities based upon a Grower's performance
on a given flock as compared to a peer group. Incentive Payment does
not include payments based on factors other than relative performance,
such as payment for a Grower's investments in improved facilities or
technology or payments to subsidize the costs of utilities.
O. ``Jien'' means the case Jien v. Perdue Farms, Inc., No. 1:19-cv-
2521 (D. Md.).
P. ``Management'' means all directors and executive officers of
Settling Defendants, or any other of Settling Defendants' employees
with management or supervisory responsibilities related to hiring,
employment, or Compensation of Poultry Processing plant labor,
including Poultry Processing plant managers.
Q. ``Person'' means any natural person, corporation, firm, company,
sole proprietorship, partnership, joint venture, association,
institute, governmental unit, or other legal entity.
R. ``Poultry'' means chicken or turkey.
S. ``Poultry Processing'' means the business of raising,
slaughtering, cleaning, packing, packaging, and related activities
associated with producing Poultry, including activities conducted by
Poultry Processors at integrated feed mills, hatcheries, and processing
plant facilities and the management of those activities; ``Poultry
Processing'' does not include Cargill Meat Solutions' egg businesses or
any of the CMS Secondary Processing Facilities, but it does include the
downstream sale of products made from Poultry transferred from one of
Cargill Meat Solutions' slaughter facilities to one of the CMS
Secondary Processing Facilities.
T. ``Poultry Processing Worker'' means anyone paid any
Compensation, directly or indirectly (such as through a temporary
employment agency or third-party staffing agency), by a Poultry
Processor related to Poultry Processing, including temporary workers,
permanent workers, employees, workers paid hourly wages, workers paid
salaried wages, and workers paid benefits.
U. ``Poultry Processor'' means any person (1) who is engaged in
Poultry Processing or (2) that has full or partial ownership or control
of a Poultry Processing facility, or (3) that provides Compensation to
Poultry Processing Workers; ``Poultry Processor'' does not include
staffing agencies or other entities that are not owned, operated, or
controlled by a person engaged in Poultry Processing or that owns or
controls, in full or part, Poultry Processing facilities, that make
individuals available to work at Poultry Processing facilities.
V. ``Restitution Amount'' means $15 million for Cargill Meat
Solutions, $38.3 million for Sanderson, and $31.5 million for Wayne.
W. ``Sanderson'' means Defendant Sanderson Farms, Inc., a publicly
traded Mississippi corporation headquartered in Laurel, Mississippi,
and its successors and assigns, subsidiaries, divisions, groups,
affiliates, partnerships, and joint ventures, and their directors,
officers, managers, agents and employees. Continental Grain Company is
not an affiliate, successor or assign of Sanderson Farms, Inc.
X. ``Wayne'' means Defendant Wayne Farms, LLC, a Delaware company
headquartered in Oakwood, Georgia, the controlling shareholder of which
is Continental Grain Company, a privately-held firm headquartered in
New York, New York, and its successors and assigns, subsidiaries,
divisions, groups, affiliates, partnerships, and joint ventures, and
their directors, officers, managers, agents, and employees.

III. Applicability

This Final Judgment applies to Settling Defendants and all other
persons in active concert or participation with them who receive actual
notice of this Final Judgment.

IV. Prohibited Conduct

A. Management and Human Resources Staff of each Settling Defendant
must not, whether directly or indirectly, including through a
Consulting Firm or other person:
1. participate in any meeting or gathering (including in-person,
virtual, and telephonic meetings and gatherings) related to
Compensation for Poultry Processing Workers, or for any purpose related
to Compensation for Poultry Processing Workers, at which any other
Poultry Processor not owned or operated by one or a combination of
Settling Defendants is present;
2. Communicate Competitively Sensitive Information about
Compensation for Poultry Processing Workers with any Poultry Processor
not owned or operated by one or a combination of Settling Defendants,
including about types, amounts, or

[[Page 57050]]

methods of setting or negotiating Compensation for Poultry Processing
Workers;
3. attempt to enter into, enter into, maintain, or enforce any
Agreement with any Poultry Processor not owned or operated by one or a
combination of Settling Defendants about Poultry Processing Worker
Compensation information, including how to set or decide Compensation
or the types of Compensation for Poultry Processing Workers;
4. Communicate Competitively Sensitive Information about
Compensation for Poultry Processing Workers to any Poultry Processor
not owned or operated by one or a combination of Settling Defendants,
including Communicating Competitively Sensitive Information about
Compensation for Poultry Processing Workers to any Consulting Firm that
produces reports regarding Compensation for Poultry Processing Workers
that are shared with other Poultry Processors;
5. use non-public, Competitively Sensitive Information about
Compensation for Poultry Processing Workers from or about any Poultry
Processor not owned or operated by one or a combination of Settling
Defendants; or
6. encourage or facilitate the communication of Competitively
Sensitive Information about Compensation for Poultry Processing Workers
to or from any Poultry Processor not owned or operated by one or a
combination of Settling Defendants.
B. Settling Defendants must not knowingly use from any Poultry
Processor not owned or operated by one or a combination of Settling
Defendants or any of that Poultry Processor's officers, consultants,
attorneys, or other representatives any Competitively Sensitive
Information about Compensation for Poultry Processing Workers except as
set forth in Section V or in connection with pending or threatened
litigation as a party or fact witness, pursuant to court order,
subpoena, or similar legal process, or for which any Settling Defendant
has received specific prior approval in writing from the Division.
C. From and after the date that is 10 business days after entry of
this Final Judgment, Sanderson and Wayne must not reduce the Base
Payment made to any Grower supplying broiler chicken to the Settling
Defendants as a result of that Grower's performance or as a result of
the Grower's performance in comparison with the performance of other
Growers supplying the Settling Defendants. This Section IV does not
prohibit the Settling Defendants from:
1. offering Incentive Payments, so long as total Incentive Payments
paid for flocks processed at a single complex do not exceed 25% of the
sum of total Base Payments and total Incentive Payments paid for flocks
processed at that complex on an annual basis;
2. offering payments other than Incentive Payments to Growers for
any lawful reason, including offering payments based upon the Grower's
investments in improved facilities or technology or payments to
subsidize the costs of utilities; or
3. offering contracts with a lower Base Payment if the Grower will
be rearing different types of flocks (e.g., based on sex, breed, method
of raising, target market weight, etc.) so long as the Base Payment
offered is consistent with the base rates offered to other Growers in
the complex rearing those types of flocks.
D. The Settling Defendants must not retaliate against any employee
or third party, such as a Grower, for disclosing information to the
monitor described in Section VI, a government antitrust enforcement
agency, or a government legislature.

V. Conduct Not Prohibited

A. Nothing in Section IV prohibits a Settling Defendant from
Communicating, using, or encouraging or facilitating the Communication
of, its Competitively Sensitive Information with an actual or
prospective Poultry Processing Worker, or with the Poultry Processing
Worker's labor union or other bargaining agent, except that, if a
prospective Poultry Processing Worker is employed by another Poultry
Processor, Settling Defendants' Communicating, using, or encouraging or
facilitating the Communication of, Competitively Sensitive Information
is excluded from the prohibitions of Section IV only insofar as is
necessary to negotiate the Compensation of a prospective Poultry
Processing Worker. Settling Defendants are not prohibited from
internally using Competitively Sensitive Information received from a
prospective Poultry Processing Worker who is employed by a Poultry
Processor in the ordinary course of a legitimate hiring, retention, or
off-boarding process, but Settling Defendants are prohibited from
Communicating that Competitively Sensitive Information to another
Poultry Processor.
B. Nothing in Section IV prohibits the Settling Defendants from (1)
sharing information with or receiving information from a staffing
agency or entity that is not owned or controlled by any Poultry
Processor, that facilitate employment, if necessary to effectuate an
existing or potential staffing Agreement between the staffing agency or
entity and the Settling Defendants; and (2) advertising Compensation
through public job postings, billboards or help wanted advertisements.
C. Nothing in Section IV prohibits Settling Defendants from, after
securing advice of counsel and in consultation with their respective
antitrust compliance officer, Communicating, using, encouraging or
facilitating the Communication of, or attempting to enter into,
entering into, maintaining, or enforcing any Agreement to Communicate
Competitively Sensitive Information relating to Compensation for
Poultry Processing Workers with any Poultry Processor when such
Communication or use is for the purpose of evaluating or effectuating a
bona fide acquisition, disposition, or exchange of assets:
1. For all Agreements under Paragraph V(C) with any other Poultry
Processor to Communicate Competitively Sensitive Information relating
to Poultry Processing Workers that a Settling Defendant enters into,
renews, or affirmatively extends after the date of entry of this Final
Judgment, the Settling Defendant must maintain documents sufficient to
show:
i. the specific transaction or proposed transaction to which the
sharing of Competitively Sensitive Information relating to Compensation
for Poultry Processing Workers relates;
ii. the employees, identified with reasonable specificity, who are
involved in the sharing of Competitively Sensitive Information relating
to Compensation for Poultry Processing Workers;
iii. with specificity the Competitively Sensitive Information
relating to Compensation for Poultry Processing Workers Communicated;
and
iv. the termination date or event of the sharing of Competitively
Sensitive Information relating to Compensation for Poultry Processing
Workers.
2. For Communications under Paragraph V(C), Settling Defendants
must maintain copies of all materials required under Paragraph V(C)(1)
for the duration of the Final Judgment, following entry into any
Agreement to Communicate or receive Competitively Sensitive
Information, and must make such documents available to the United
States and the monitor appointed under Section VI upon request.
D. Nothing in Section IV prohibits Settling Defendants, after
securing the advice of counsel and in consultation with the antitrust
compliance officer,

[[Page 57051]]

from engaging in conduct in accordance with the doctrine established in
Eastern Railroad Presidents Conference v. Noerr Motor Freight, Inc.,
365 U.S. 127 (1961), United Mine Workers v. Pennington, 381 U.S. 657
(1965), and their progeny.
E. Nothing in Paragraph IV(A)(1) prohibits Settling Defendants from
participating in meetings and gatherings in which they receive (but do
not provide) information relating to Compensation that is not based
upon information received from or about one or more Poultry Processors.

VI. Monitor

A. Upon application of the United States, which Settling Defendants
may not oppose, the Court will appoint a monitor selected by the United
States and approved by the Court. Within 30 calendar days after entry
of the Stipulation and Order in this case, the Settling Defendants may
together propose to the United States a pool of three candidates to
serve as the monitor, and the United States may consider the Settling
Defendants' perspectives on the Settling Defendants' three proposed
candidates or any other candidates identified by the United States. The
United States retains the right, in its sole discretion, either to
select the monitor from among the three candidates proposed by the
Settling Defendants or to select a different candidate for the monitor.
B. The monitor will have the power and authority to monitor: (1)
Settling Defendants' compliance with the terms of this Final Judgment
entered by the Court, including compliance with Paragraph IV(C), and
(2) Settling Defendants' compliance, regarding events occurring after
entry of the Stipulation and Order in this case (even if such events
began before that date), with the U.S. federal antitrust laws relating
to Poultry Processing, Poultry Processing Workers, Growers, integrated
Poultry feed, hatcheries, the transportation of Poultry and Poultry
products, and the sale of Poultry and Poultry Processing products. The
monitor may also have other powers as the Court deems appropriate. The
monitor's power and authority will not extend to monitoring the
processing of meat or material other than Poultry, even if such
processing of meat or material other than Poultry takes place in a
facility or location that also engages in Poultry Processing. The
monitor's power and authority will not extend to monitoring Cargill,
Inc., employees who have not engaged in work related to Poultry
Processing, Poultry Processing Workers, Growers, integrated Poultry
feed, hatcheries, the transportation of Poultry and Poultry products,
or the sale of Poultry or Poultry Processing products. The monitor will
have no right, responsibility or obligation for the operation of
Settling Defendants' businesses. No attorney-client relationship will
be formed between the Settling Defendants and the monitor.
C. The monitor will serve at the cost and expense of Settling
Defendants pursuant to a written Agreement, on terms and conditions,
including confidentiality requirements and conflict of interest
certifications, approved by the United States in its sole discretion.
D. The monitor may hire, at the cost and expense of Settling
Defendants, any agents and consultants, including attorneys and
accountants, that are reasonably necessary in the monitor's judgment to
assist with the monitor's duties. These agents or consultants will be
solely accountable to the monitor and will serve on terms and
conditions, including confidentiality requirements and conflict-of-
interest certifications, approved by the United States in its sole
discretion.
E. The compensation of the monitor and agents or consultants
retained by the monitor must be on reasonable and customary terms
commensurate with the individuals' experience and responsibilities. If
the monitor and Settling Defendants are unable to reach agreement on
the monitor's compensation or other terms and conditions of engagement
within 14 calendar days of the appointment of the monitor, the United
States, in its sole discretion, may take appropriate action, including
by making a recommendation to the Court. Within three business days of
hiring any agents or consultants, the monitor must provide written
notice of the hiring and the rate of compensation to Settling
Defendants and the United States.
F. The monitor must account for all costs and expenses incurred.
G. The monitor will have the authority to take such reasonable
steps as, in the United States' view, may be necessary to accomplish
the monitor's duties. The monitor may seek information from Settling
Defendants' personnel, including in-house counsel, compliance
personnel, and internal auditors. If the monitor has confidence in the
quality of the resources, the monitor may consider the products of
Settling Defendants' processes, such as the results of studies,
reviews, sampling and testing methodologies, audits, and analyses
conducted by or on behalf of any Settling Defendant, as well as any of
Settling Defendants' internal resources (e.g., legal, compliance, and
internal audit), which may assist the monitor in carrying out the
monitor's duties). The Settling Defendants will establish a policy,
annually communicated to all employees, that employees may disclose any
information to the monitor, without reprisal for such disclosure.
H. Settling Defendants must use best efforts to cooperate fully
with the monitor. Subject to reasonable protection for trade secrets
and confidential research, development, or commercial information, or
any applicable privileges or laws, Settling Defendants must (1) provide
the monitor and agents or consultants retained by the monitor with full
and complete access to all personnel, books, records, and facilities,
and (2) use reasonable efforts to provide the monitor with access to
Settling Defendants' former employees, Growers, third-party vendors,
agents, and consultants. Settling Defendants may not take any action to
interfere with or to impede accomplishment of the monitor's
responsibilities.
I. If Settling Defendants seek to withhold from the monitor access
to anything or anyone on the basis of attorney-client privilege or the
attorney work-product doctrine, or because Settling Defendants
reasonably believe providing the monitor with access would be
inconsistent with applicable law, the Settling Defendants must work
cooperatively with the monitor to resolve the issue to the satisfaction
of the monitor. If Settling Defendants and the monitor do not reach a
resolution of the issue to the satisfaction of the monitor within 21
calendar days, Settling Defendants must immediately provide written
notice to the United States and the monitor. The written notice must
include a description of what is being withheld and the Settling
Defendants' legal basis for withholding access.
J. Except as specifically provided by Paragraph VI(I), Settling
Defendants may not object to requests made or actions taken by the
monitor in fulfillment of the monitor's responsibilities under this
Final Judgment or any other Order of the Court on any ground other than
malfeasance by the monitor; provided, however, that if Settling
Defendants believe in good faith that a request or action by the
monitor pursuant to the monitor's authority under Paragraph VI(B)(2)
exceeds the scope of the monitor's authority or is unduly burdensome,
the Settling Defendants may object to the United States. Objections by
Settling Defendants under this Paragraph VI(J) regarding a request

[[Page 57052]]

or action exceeding the monitor's scope must be conveyed in writing to
the United States and the monitor within 10 calendar days of the
monitor's request or action that gives rise to Settling Defendants'
objection. Objections by Settling Defendants under this Paragraph VI(J)
regarding a request or action being unduly burdensome must be made,
with specificity, to the monitor within seven calendar days of the
request or action; if the Settling Defendants and the monitor cannot
resolve the objections regarding a request or action being unduly
burdensome, within 21 days of the request or action the Settling
Defendants must convey their objections in writing to the United
States. All objections will be resolved by the United States, in its
sole discretion.
K. The monitor must investigate and report on Settling Defendants'
compliance with this Final Judgment, including those provisions
governing Settling Defendants' communications with Poultry Processors
and third parties related to Poultry Processing Worker Compensation
information, and Settling Defendants' compliance, regarding events
occurring after entry of the Stipulation and Order in this case (even
if such events began before that date), with the U.S. federal antitrust
laws relating to Poultry Processing, Poultry Processing Workers,
Growers, integrated Poultry feed, hatcheries, the transportation of
Poultry and Poultry products, and the sale of Poultry and Poultry
Processing products.
L. The monitor must provide periodic written reports to the United
States and the Settling Defendants setting forth Settling Defendants'
efforts to comply with their obligations under this Final Judgment and
the U.S. federal antitrust laws relating to Poultry Processing, Poultry
Processing Workers, Growers, integrated Poultry feed, hatcheries, the
transportation of Poultry and Poultry products, and the sale of Poultry
and Poultry Processing products. The monitor must provide written
reports every six months for the first two years of the term of the
monitor's appointment after which the monitor must provide written
reports on an annual basis. The monitor must provide the first written
report within six months of the monitor's appointment by the Court. The
United States, in its sole discretion, may change the frequency of the
monitor's written reports at any time, communicate or meet with the
monitor at any time, and make any other requests of the monitor as the
United States deems appropriate.
M. Within 30 days after appointment of the monitor by the Court,
and on a yearly basis thereafter, the monitor must provide to the
United States and Settling Defendants a written work plan for the
monitor's proposed review. Settling Defendants may provide comments on
a written work plan to the United States and the monitor within 14
calendar days after receipt of the written work plan. The United States
retains the right, in its sole discretion, to request changes or
additions to a work plan at any time. Any disputes between Settling
Defendants and the monitor with respect to any written work plan will
be decided by the United States in its sole discretion.
N. The monitor will serve for the full term of this Final Judgment,
unless the United States, in its sole discretion, determines a
different period is appropriate. After five years from the date this
Final Judgment was entered, the United States, in its sole discretion,
will determine whether continuation of the monitor's full term is
appropriate, or whether to suspend the remainder of the term.
O. If the United States determines that the monitor is not acting
diligently or in a reasonably cost-effective manner or if the monitor
becomes unable to continue in their role for any reason, the United
States may recommend that the Court appoint a substitute.

VII. Required Conduct

A. Within 10 days of entry of this Final Judgment, each Settling
Defendant must appoint an antitrust compliance officer who is an
internal employee or officer of each of the Settling Defendants and
identify to the United States the antitrust compliance officer's name,
business address, telephone number, and email address. Within 45 days
of a vacancy in the antitrust compliance officer position, Settling
Defendants must appoint a replacement, and must identify to the United
States the antitrust compliance officer's name, business address,
telephone number, and email address. Settling Defendants' initial or
replacement appointment of an antitrust compliance officer is subject
to the approval of the United States, in its sole discretion.
B. Each Settling Defendant's antitrust compliance officer must
have, or must retain outside counsel who has, the following minimum
qualifications:
1. be an active member in good standing of the bar in any U.S.
jurisdiction; and
2. have at least five years' experience in legal practice,
including experience with antitrust matters.
C. Each Settling Defendant's antitrust compliance officer must,
directly or through the employees or counsel working at the direction
of the antitrust compliance officer:
1. within 14 days of entry of the Final Judgment, furnish to the
relevant Settling Defendant's Management, all Human Resources Staff,
and the relevant Settling Defendants' retained Consulting Firms and
utilized temporary employment agencies a copy of this Final Judgment,
the Competitive Impact Statement filed by the United States with the
Court, and a cover letter in a form attached as Exhibit 1;
2. within 14 days of entry of the Final Judgment, in a manner to be
devised by Settling Defendants and approved by the United States, in
its sole discretion, provide the relevant Settling Defendants'
Management, all Human Resources Staff, and the relevant Settling
Defendant's retained Consulting Firms and utilized temporary employment
agencies reasonable notice of the meaning and requirements of this
Final Judgment;
3. annually brief the relevant Settling Defendants' Management,
Human Resources Staff, and the relevant Settling Defendant's retained
Consulting Firms and utilized temporary employment agencies on the
meaning and requirements of this Final Judgment and the U.S. federal
antitrust laws;
4. brief any person who succeeds a person in any position
identified in Paragraph VII(C)(3) within 60 days of such succession;
5. obtain from each person designated in Paragraph VII(C)(3) or
VII(C)(4), within 30 days of that person's receipt of the Final
Judgment, a certification that the person (i) has read and understands
and agrees to abide by the terms of this Final Judgment; (ii) is not
aware of any violation of the Final Judgment or of any violation of any
U.S. antitrust law that has not been reported to the relevant Settling
Defendant's Management; and (iii) understands that failure to comply
with this Final Judgment may result in an enforcement action for civil
or criminal contempt of court;
6. annually communicate to the relevant Settling Defendant's
Management and Human Resources Staff, and the relevant Settling
Defendant's retained Consulting Firms and utilized temporary employment
agencies that they may disclose to the antitrust compliance officer,
without reprisal for such disclosure, information concerning any
violation or potential violation of this Final Judgment or the U.S.
federal antitrust laws by Settling Defendants; and
7. maintain for five years or until expiration of the Final
Judgment, whichever is longer, a copy of all

[[Page 57053]]

materials required to be issued under Paragraph VII(C), and furnish
them to the United States within 10 days if requested to do so, except
documents protected under the attorney-client privilege or the attorney
work-product doctrine.
D. Each Settling Defendant must:
1. within 30 days of the filing of the Complaint, Proposed Final
Judgment, or Competitive Impact Statement in this action, whichever is
latest, provide notice to every Poultry Processor and to every
Consulting Firm with which that Settling Defendant has a contract or
Agreement in place relating to Compensation for Poultry Processing
Workers, of the Complaint, Proposed Final Judgment, and Competitive
Impact Statement in a form and manner to be proposed by Settling
Defendants and approved by the United States, in its sole discretion.
Settling Defendants must provide the United States with their
proposals, including their lists of recipients, within 10 days of the
filing of the Complaint;
2. for all materials required to be furnished under Paragraph
VII(C) that Settling Defendants claim are protected under the attorney-
client privilege or the attorney work-product doctrine, Settling
Defendants must furnish to the United States a privilege log;
3. upon Management or the antitrust compliance officer learning of
any violation or potential violation of any of the terms and conditions
contained in this Final Judgment, promptly take appropriate action to
terminate or modify the activity so as to comply with this Final
Judgment and maintain, and produce to the United States upon request,
all documents related to any violation or potential violation of this
Final Judgment;
4. file with the United States a statement describing any violation
or potential violation within 30 days of a violation or potential
violation becoming known to Management or the antitrust compliance
officer. Descriptions of violations or potential violations of this
Final Judgment must include, to the extent practicable, a description
of any communications constituting the violation or potential
violation, including the date and place of the communication, the
persons involved, and the subject matter of the communication;
5. have their Chief Executive Officers or President certify to the
United States annually on the anniversary date of the entry of this
Final Judgment that the Settling Defendants have complied with all of
the provisions of this Final Judgment, and list all Agreements subject
to Paragraph V(C) from the prior year; and
6. maintain and produce to the United States upon request: (i) a
list identifying all employees having received the antitrust briefings
required under Paragraphs VII(C)(3) and VII(C)(4); and (ii) copies of
all materials distributed as part of the antitrust briefings required
under Paragraph VII(C)(3) and VII(C)(4). For all materials requested to
be produced under this Paragraph VII(D)(6) that a Settling Defendant
claims is protected under the attorney-client privilege or the attorney
work-product doctrine, Settling Defendant must furnish to the United
States a privilege log.
E. Within 75 business days after entry of this Final Judgment, the
Settling Defendants must offer each Grower supplying broiler chickens
for processing in the Settling Defendants' facilities a modification of
such Grower's contract (1) providing for a Base Payment no lower than
that Grower's Base Payment for a given type of flock (e.g., based on
sex, breed, method of raising, target market weight, etc.) and (2)
eliminating any provision permitting a Settling Defendant to reduce the
Base Payment provided to a Grower in a manner prohibited by Paragraph
IV(C); provided, however, that a Grower's refusal to accept such
modification will not relieve Settling Defendants of their obligations
pursuant to Paragraph IV(C).
F. Within 80 business days after entry of this Final Judgment, the
Settling Defendants must each furnish to the United States an affidavit
affirming that it has offered the contractual modifications required by
Paragraph IV(C) to each Grower supplying broiler chickens to it for
processing.
G. The term ``potential violation'' as used in this Section VII
does not include the discussion with counsel, the antitrust compliance
officer, or anyone working at counsel's or the antitrust compliance
officer's direction, regarding future conduct.
H. Within 75 business days after entry of this Final Judgment,
Sanderson and Wayne must comply with the Disclosure Requirements, which
are made part of this Final Judgment, and hereby incorporated into this
Final Judgment by reference. The preceding sentence does not apply if
during the term of this Final Judgment, the USDA promulgates final
regulations imposing different disclosure requirements relating to
payments to Growers, including a final version of the regulations
discussed in the ``Transparency in Poultry Grower Contracting and
Tournaments,'' a proposed rule by the Agricultural Marketing Service,
June 8, 2022, 87 FR 34980, available at <a href="https://www.federalregister.gov/documents/2022/06/08/2022-11997/transparency-in-poultry-grower-contracting-and-tournaments">https://www.federalregister.gov/documents/2022/06/08/2022-11997/transparency-in-poultry-grower-contracting-and-tournaments</a>, as long as the final
version of such regulation or any amended version thereof remains in
effect, in which case Settling Defendants must comply with the final or
amended regulations. If at any point there is no longer a final or
amended version in effect, Sanderson and Wayne must again comply with
the Disclosure Requirements.

VIII. Required Cooperation

A. Settling Defendants must cooperate fully and truthfully with the
United States in any investigation or litigation relating to the
sharing of Poultry Processing Worker Compensation information among
Poultry Processors, in violation of Section 1 of the Sherman Act, as
amended, 15 U.S.C. 1. Settling Defendants must use their best efforts
to ensure that all current officers, directors, employees, and agents
also fully and promptly cooperate with the United States and use
reasonable efforts to ensure that all former officers, directors,
employees, and agents also fully and promptly cooperate with the United
States. The full, truthful, and continuing cooperation of Settling
Defendants must include:
1. as requested on reasonable notice by the United States, being
available for interviews, depositions, and providing sworn testimony to
the United States orally and in writing as the United States so
chooses;
2. producing, upon request of the United States, all documents,
data, information, and other materials, wherever located, not protected
under the attorney-client privilege or attorney work product doctrine,
in the possession, custody, or control of that Settling Defendant, and
a privilege log of any materials the Settling Defendant claims are
protected under the attorney-client privilege or the attorney work-
product doctrine; and
3. testifying at trial and other judicial proceedings fully,
truthfully, and under oath, when called upon to do so by the United
States.
B. The obligations of Settling Defendants to cooperate fully and
truthfully with the United States as required in this Section VIII will
cease upon the conclusion of all investigations and litigation related
to the sharing of Poultry Processing Worker Compensation information in
violation of Section 1 of the Sherman Act, including exhaustion of all
appeals or expiration of time for all appeals of

[[Page 57054]]

any Court ruling in this matter, or the expiration of the Final
Judgment, whichever is later.
C. Settling Defendants must take all necessary steps to preserve
all documents and information relevant to the United States'
investigations and litigation alleging that Settling Defendants and
other Poultry Processors shared Poultry Processing Worker Compensation
information in violation of Section 1 of the Sherman Act until the
United States provides written notice to the Settling Defendants that
their obligations under this Section VIII have expired.
D. Subject to the full, truthful, and continuing cooperation of
each Settling Defendant, as required under this Section VIII, Settling
Defendants are fully and finally discharged and released from any civil
or criminal claim by the United States arising from the sharing of
Poultry Processing Worker Compensation information among Poultry
Processors prior to the date of filing of the Complaint in this action;
provided, however, that this discharge and release does not include any
criminal claim arising from any subsequently-discovered evidence of an
Agreement to fix prices or wages or to divide or allocate markets,
including to allocate Poultry Processing Workers.
E. Paragraph VIII(D) does not apply to any acts of perjury or
subornation of perjury (18 U.S.C. 1621-22), making a false statement or
declaration (18 U.S.C. 1001, 1623), contempt (18 U.S.C. 401-402), or
obstruction of justice (18 U.S.C. 1503, et seq.) by any Settling
Defendant.

IX. Compliance Inspection

A. For the purposes of determining or securing compliance with this
Final Judgment or of determining whether this Final Judgment should be
modified or vacated, upon written request of an authorized
representative of the Assistant Attorney General for the Antitrust
Division, and reasonable notice to Settling Defendants, Settling
Defendants must permit, from time to time and subject to legally
recognized privileges, authorized representatives, including agents
retained by the United States:
1. to have access during Settling Defendants' office hours to
inspect and copy, or at the option of the United States, to require
Settling Defendants to provide electronic copies of all books, ledgers,
accounts, records, data, and documents in the possession, custody, or
control of Settling Defendants relating to any matters contained in
this Final Judgment; and
2. to interview, either informally or on the record, Settling
Defendants' officers, employees, or agents, who may have their
individual counsel present, relating to any matters contained in this
Final Judgment. The interviews must be subject to the reasonable
convenience of the interviewee and without restraint or interference by
Settling Defendants.
B. Upon the written request of an authorized representative of the
Assistant Attorney General for the Antitrust Division, Settling
Defendants must submit written reports or respond to written
interrogatories, under oath if requested, relating to any matters
contained in this Final Judgment.

X. Restitution

A. Within 60 days of entry of this Final Judgment, each Settling
Defendant must place funds equal to 10% of its own Restitution Amount
into an escrow account selected by the United States, in its sole
discretion. Each Settling Defendant must have its own escrow account.
B. If the Jien Court grants a motion for final approval of a
settlement and certification of a settlement class with respect to a
Settling Defendant's settlement with the Jien plaintiffs, the entire
balance of that Settling Defendant's escrow account, including any
accrued interest and less any administrative costs, must be returned to
that Settling Defendant.
C. If any Settling Defendant has not entered into a settlement
agreement with the plaintiffs in Jien before entry of this Final
Judgment, or if preliminary or final approval of a settlement is
denied, or if certification of a settlement class is denied, or if a
settlement is terminated or rescinded for any reason, any affected
Settling Defendant, within 21 days after (1) entry of this Final
Judgment in the case of a Settling Defendant who has not reached a
settlement agreement with the plaintiffs in Jien, or (2) any order
denying settlement approval or certification of the settlement class or
any termination or rescinding of a settlement, must deposit into its
escrow account an amount equal to its Restitution Amount. This amount
must be in addition to the initial 10% payment made pursuant to
Paragraph X(A) and any accrued interest already present in the Settling
Defendant's escrow account. Upon full funding of the escrow account,
the entire balance of the escrow account, including any accrued
interest, must be released to the United Stat

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