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UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION FORD MOTOR COMPANY, Plaintiff, v. FUJIKURA LTD. and FUJIKURA AUTOMOTIVE AMERICA LLC, Defendants.
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Case No. Hon.

KASOWITZ, BENSON, TORRES & FRIEDMAN LLP* Hector Torres Harold G. Levison Edward E. McNally Sarah Gibbs Leivick Robert W. Bosslet 1633 Broadway New York, New York 10019 (212) 506-1700 htorres@kasowitz.com hlevison@kasowitz.com emcnally@kasowitz.com sleivick@kasowitz.com rbosslet@kasowitz.com

KIENBAUM OPPERWALL HARDY & PELTON, P.L.C. Eric J. Pelton (P40635) Theodore R. Opperwall (P31374) Ryan D. Bohannon (P73394) 280 N. Old Woodward Avenue, Ste. 400 Birmingham, Michigan 48009 (248) 645-0000 epelton@kohp.com topperwall@kohp.com rbohannon@kohp.com

Attorneys for Plaintiff

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COMPLAINT AND JURY DEMAND

*Applications for Admission forthcoming.

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TABLE OF CONTENTS Page PRELIMINARY STATEMENT ...............................................................................1 JURISDICTION AND VENUE ................................................................................3 PARTIES....................................................................................................................5 CO-CONSPIRATORS ...............................................................................................6 FACTUAL BACKGROUND ....................................................................................7 A. The Wire Harness ............................................................................................7 B. Fords Purchases of Wire Harnesses ...............................................................9 C. The Wire Harness Industry Structure is Conducive to Collusion .................13 THE CONSPIRACY................................................................................................15 A. The Conduct of Fujikura and Its Co-Conspirators ........................................15 B. Fujikura Admits to Participating in the Conspiracy ......................................18 C. Fujikuras Co-Conspirators Also Admit to Participating in the Conspiracy ......................................................21 1. Yazakis Guilty Plea and Other Admissions ............................................22 2. Furukawas Guilty Plea and Other Admissions .......................................24 D. Government Competition Authorities Investigate and Penalize Anti-Competitive Conduct ....................................26 FRAUDULENT CONCEALMENT........................................................................30 INJURY TO COMPETITION AND DAMAGES ..................................................34 FIRST CLAIM .........................................................................................................34 PRAYER FOR JUDGMENT ..................................................................................36 JURY TRIAL DEMAND ........................................................................................37 i

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Plaintiff Ford Motor Company (Ford or Plaintiff), by and through its attorneys, Kasowitz, Benson, Torres & Friedman LLP, and Kienbaum Opperwall Hardy & Pelton, P.L.C., for its complaint against defendants Fujikura Ltd. and Fujikura Automotive America LLC (Fujikura America, and collectively with Fujikura Ltd., Fujikura or Defendants), upon knowledge as to itself, and otherwise upon information and belief, alleges as follows: PRELIMINARY STATEMENT 1. This action arises from a long-running, global conspiracy by Fujikura

and its co-conspirators to rig bids for, and to fix, stabilize, and maintain the prices of, automotive wire harness systems and related products (Wire Harnesses), from at least as early as January 2000 until at least February 2010 (the Conspiracy). Wire Harnesses, the nerve center of every vehicle, are automotive electrical distribution systems used to direct and control electronic components, wiring and circuit boards. 2. In furtherance of the Conspiracy, Fujikura and its co-conspirators

each automotive parts manufacturers and/or suppliers colluded in violation of Section 1 of the Sherman Act, 15 U.S.C. 1, to suppress and eliminate competition for automotive Wire Harnesses sold to Ford and other automobile manufacturers. 3. The Conspiracy has been under investigation by international law

enforcement agencies, including the United States Department of Justice (DOJ),

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the Australian Competition and Consumer Commission (Australian Competition authority), the Canadian Competition Bureau (Canadian Competition

authority), the European Commission (EC), the Japan Fair Trade Commission (JFTC), and the Korea Fair Trade Commission. 4. The DOJ has described its investigation into price-fixing in the

automotive products industry as the largest criminal investigation the Antitrust Division has ever pursued, both in terms of its scope and the potential volume of commerce affected by the alleged illegal conduct. 5. In June 2012, Fujikura Ltd. pled guilty in the United States to

conspiring to rig bids for, and to fix, stabilize, and maintain the prices of, Wire Harnesses sold to an automobile manufacturer in the United States and elsewhere. Fujikura Ltd. was fined $20 million. Fujikuras co-conspirators collectively have agreed to pay criminal fines of $670 million in the United States because of their participation in the Conspiracy. 6. In January 2012, the JFTC issued cease and desist orders and fines,

surcharge payment orders, against Fujikura Ltd. and its co-conspirators for conspiring in procurement of automotive wire harnesses and related products in violation of Japans antitrust laws. Fujikura Ltd. was ordered to pay a fine of 1.18 billion yen ($15.4 million). Fujikura Ltd. did not contest the fine and paid the surcharge.

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7.

Ford is one of the largest automobile manufacturers in the world.

During the period of the Conspiracy (Conspiracy Period), Ford expended in excess of $10 billion dollars in the direct purchase of Wire Harnesses in the United States and elsewhere. During the Conspiracy Period a time of deepening

financial crisis for the United States automobile industry Fujikura and its coconspirators targeted Ford by, among other things: (i) agreeing not to compete for Fords business, (ii) submitting rigged bids for contracts with Ford for the sale of Wire Harnesses, and (iii) otherwise agreeing and acting in combination to fix, stabilize, and maintain the prices of Wire Harnesses sold to Ford. Because of the Conspiracy, Ford was forced to pay substantially higher prices for Wire Harnesses than it would have paid absent the conspiratorial conduct. 8. Ford brings this action to recover damages, including three times its

actual damages, costs of suit and reasonable attorneys fees, resulting from Defendants violations of Section 1 of the Sherman Act, 15 U.S.C. 1, and to obtain injunctive relief. JURISDICTION AND VENUE 9. The Court has subject matter jurisdiction over this action pursuant to

Section 4 of the Clayton Act, 15 U.S.C. 15(a). The Court also has subject matter jurisdiction over this action pursuant to 28 U.S.C. 1331, 1337.

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10.

Venue is proper in this District under Sections 4 and 12 of the Clayton

Act, 15 U.S.C. 15, 22, and under 28 U.S.C. 1391(b), (c) and (d), because a substantial part of the events giving rise to Fords claims occurred in this District, a substantial portion of the affected interstate trade and commerce has been carried out in this District, and one or more of the Defendants reside, are licensed to do business, are doing business, had agents, are found, or transact business in this District. 11. Defendants are subject to the jurisdiction of this Court because of

their nationwide contacts and activities. 12. This Court has personal jurisdiction over each of the Defendants

because each Defendant, either directly or through the ownership and/or control of its United States subsidiaries: (a) transacted business in the United States, including in this District; (b) directly or indirectly sold or marketed substantial quantities of Wire Harnesses throughout the United States, including in this District; and (c) were engaged in an illegal price-fixing, bid-rigging and allocation conspiracy that was directed at, and had a direct, substantial, reasonably foreseeable and intended effect of causing injury to the business or property of persons and entities residing in, located in, or doing business throughout the United States, including in this District. Defendants and their co-conspirators also conduct

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business throughout the United States, including in this District, and they purposefully have availed themselves of the laws of the United States. 13. Fujikura and its co-conspirators engaged in conduct both inside and

outside of the United States that caused direct, substantial and reasonably foreseeable and intended anti-competitive effects upon interstate commerce within the United States. Fujikuras products are sold in the flow of interstate commerce. PARTIES 14. Plaintiff Ford Motor Company, a Delaware corporation with its

principal place of business in Dearborn, Michigan, is in the business of designing, manufacturing and distributing vehicles. As one of the worlds largest automotive manufacturers, Ford expended in excess of $10 billion dollars for the direct purchase of Wire Harnesses in the United States and elsewhere from Fujikuras coconspirators during the Conspiracy Period for use in Ford vehicles. 15. Defendant Fujikura Ltd. is a Japanese corporation with its principal

place of business at 1-5-1, Kiba, Koto-ku, Tokyo 135-8512, Japan. Fujikura Ltd. directly and/or through its subsidiary Fujikura America, which it wholly owned and/or controlled manufactured, marketed and/or sold Wire Harnesses that were purchased throughout the United States, including in this District, and elsewhere, during the Conspiracy Period.

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16.

Defendant Fujikura Automotive America LLC is a Delaware limited

liability company with its principal place of business at 25865 Meadowbrook Road, Novi, Michigan. Fujikura America is a subsidiary of, and wholly owned and/or controlled by, its parent Fujikura Ltd. During the Conspiracy Period,

Fujikura America manufactured, marketed and/or sold Wire Harnesses that were purchased throughout the United States, including in this District through its location in Novi, Michigan. At all times during the Conspiracy Period, Fujikura Americas activities in the United States were under the control and direction of its Japanese parent, Fujikura Ltd. CO-CONSPIRATORS 17. Various persons, partnerships, sole proprietors, firms and corporations

not named as Defendants in this action have participated as co-conspirators with Defendants in the offenses alleged in this Complaint, and have performed acts and made statements in furtherance of the Conspiracy. Discovery may identify

members of the Conspiracy not presently known to Ford. Defendants are jointly and severally liable for the acts of their co-conspirators. 18. Any allegation in this Complaint concerning any act, deed or

transaction of any corporation or limited liability entity, means that the corporation or limited liability entity engaged in the act, deed or transaction by or through its officers, directors, agents, employees or representatives while they were actively

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engaged in the management, direction, control or transaction of the corporations or limited liability entitys business or affairs. 19. During the Conspiracy, each Defendant acted as the principal of, or

agent for, the other Defendant and/or their co-conspirators with respect to the acts, violations and common course of conduct alleged with respect to the Conspiracy. FACTUAL BACKGROUND A. The Wire Harness 20. Wire Harnesses are analogous to the central nervous system in the

human body, functioning as the main electrical wiring system through which information, control functions, signals and electrical power are transmitted throughout a vehicle. 21. A vehicles electrical system is powered by, and dependent on, the

battery and alternator, which supply electricity to all of a vehicles electrical components. The alternator supplies power to a vehicles accessories such as the radio, lights and horn during normal engine operation. The vehicles battery supplies the initial charge, which allows the vehicle to be started, and the alternator then supplies a constant electrical feed. The alternator also recharges the battery during engine operations. 22. Wire Harnesses are networks of wires that carry electricity from

power sources, such as the battery or alternator, to devices that consume electricity

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(e.g., the radio, headlights and dashboard display). Wire Harnesses also transmit data and information (e.g., automobile speed information from the wheels and axles to the speedometer) and are essential to operate vehicle system controls (e.g., heating, cooling, braking and other systems). Wire Harnesses include color-coded wires designed to support specific electrical and electronic automotive features. 23. Related Wire Harness products include: automotive electrical wiring,

lead wire assemblies, cable bond, automotive wiring connectors, automotive wiring terminals, electronic control units, fuse boxes, relay boxes, junction blocks and power distributors. 24. Wire Harnesses consist of raw, coiled wire, which is cut to specific

lengths. Individual wire circuits are assembled on a jig or table, inserted into electrical connectors (plastic and metal clips that enable snap connections to the various electrical components), and wrapped or taped to form Wire Harnesses. Vehicles typically contain thousands of yards of wires. 25. A vehicles wiring system is organized into multiple Wire Harnesses.

Wire Harnesses provide organized connection points for multiple wiring configurations. As illustrated below, the Wire Harness features wires and cables bound into a bundle, which provides protection against deterioration or damage from vibration, abrasions and moisture:

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Photograph of a wire harness

26.

Wire Harnesses are purchased and installed by Ford and other

automakers, or original equipment manufacturers (OEMs), in new vehicles as part of the automotive manufacturing process. B. Fords Purchases of Wire Harnesses 27. During the Conspiracy Period, Ford entered into contracts with

Defendants co-conspirators, including Sumitomo Electric Industries, Ltd. (Sumitomo) and certain of its subsidiaries, and Yazaki Corporation (Yazaki) and certain of its subsidiaries, for the purchase of Wire Harnesses. 28. Fords purchases of Wire Harnesses in North America during the

Conspiracy Period were directed by Fords purchasing team located in Dearborn, Michigan.

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29.

Fords purchasing team negotiated the prices, quantities and

conditions that governed Fords purchases of Wire Harnesses to be installed in all Ford vehicles manufactured in North America. 30. During the Conspiracy Period, Fords purchasing team issued requests

for quotations (RFQs) to manufacturers of Wire Harnesses, including Fujikura America and its co-conspirators. 31. An RFQ identifies the specifications of the Wire Harness to be

produced, and requests a proposal from the supplier detailing the suppliers ability to manufacture and supply the Wire Harness, including information about cost, design, engineering and logistics. 32. Ford issued RFQs for Wire Harnesses on either a per-model or per-

platform basis. An automobile model refers to a particular line of vehicles, such as the Ford Explorer or Ford Focus, which is manufactured by a single automaker. An automotive platform is a common set of structural, design, engineering and production parameters, including major components such as the chassis, used for more than one model. Because of the time necessary for the engineering and design of Wire Harnesses, Ford generally issued RFQs for the manufacture and supply of Wire Harnesses years before commencement of the manufacture of the vehicle model or platform covered by the RFQ.

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33.

In response to RFQs, suppliers of Wire Harnesses submitted price

quotations, also known as bids, which would be evaluated by Ford for purposes of selecting a supplier for the Wire Harnesses for the model or platform at issue. 34. Fords sourcing of the Wire Harnesses for its 2013 vehicles built on

the CD4 platform is illustrative of Fords sourcing process during the Conspiracy Period. The 2013 CD4 platform was used for, among others, the Ford Fusion and Lincoln MKZ models. Ford issued an RFQ for the CD4 Wire Harness in March 2009 (CD4 RFQ). After two rounds of bidding that Ford believed at the time were competitive, the supplier was selected in October 2009, and commercial production was scheduled to begin in June 2012. 35. To assist in assessing the bids from suppliers, Ford developed a

program which attempted to calculate the expected price of Wire Harnesses based on, among other things, an estimate of the suppliers cost of production and a reasonable profit margin. While Ford would attempt to estimate the cost of

manufacturing and supplying the Wire Harnesses, to a certain extent, Ford was substantially dependent on its suppliers to provide accurate part, material, labor and other cost information. 36. Beginning in 2006, in an attempt to increase transparency in the

pricing of Wire Harnesses, Ford developed cost models to be used with individual suppliers, including Fujikura America. The cost model required the supplier to

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identify the prices proposed by the supplier for each Wire Harness component, and other related costs such as labor and overhead. This information and data enabled Ford to compare the suppliers bids to its internal cost estimates, and to other suppliers bids for purposes of negotiating the Wire Harness price. Many

suppliers, including Fujikuras co-conspirator, Sumitomo, resisted Fords efforts and refused to consent to the use of a cost model or to provide increased transparency regarding their input costs and pricing. 37. Even in cases where the supplier furnished the information and data

required by the cost model, Fords ability to obtain accurate information about the suppliers actual cost of Wire Harnesses was still limited in certain material respects. Ford remained dependent on supplier-provided data concerning the cost of Wire Harnesses, particularly with respect to the cost of components that were purchased by the supplier for use in the Wire Harnesses and not purchased by Ford, as well as certain internal supplier costs, such as total labor costs and overhead. 38. In addition, affiliates of Fujikuras co-conspirators manufacture or

draw their own wire, which rendered it difficult for Ford to ascertain the actual costs to those suppliers of copper wire, one of the major input components in the manufacture of Wire Harnesses. This lack of transparency provided Fujikura and

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its co-conspirators an opportunity to attribute inflated prices to input costs, and to conceal their conspiratorial manipulation of prices. 39. During the Conspiracy Period, Ford purchased in excess of $10 billion

dollars of Wire Harnesses in the United States and elsewhere. C. The Wire Harness Industry Structure is Conducive to Collusion 40. Highly-concentrated markets are susceptible to collusion and other During the Conspiracy Period, the Wire Harness

anti-competitive practices.

market was highly-concentrated both in the United States and globally and was conducive to bid-rigging, allocation and price-fixing agreements. 41. Fujikura and its co-conspirators have dominated the Wire Harness

market throughout the Conspiracy Period. In 2009, during the Conspiracy Period, the top four automotive Wire Harness suppliers controlled approximately 77% of the global market, and the top seven controlled approximately 88% of the global market. 42. The global Wire Harness market in 2010 was $26.9 billion, according

to Research in China, an international market research and market data firm. 43. High barriers to entry in the Wire Harness market exist principally

because of the requirement of large capital investments in plants, machinery and technical expertise. These barriers to entry facilitated the formation and

maintenance of the Conspiracy.

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44.

A new entrant into the Wire Harness market faces a lengthy and costly

start-up process, requiring substantial capital costs associated with manufacturing plants and equipment, energy, transportation, a distribution infrastructure and skilled labor. A supplier also must develop the reputation that it has the capability to produce, over an extended period, the necessary volume of supply, meeting OEM, regulatory and safety standards for quality and consistency. 45. The Wire Harness market is also characterized by inelastic demand,

which facilitates collusion. Elasticity refers to the sensitivity of supply and demand to changes in price. Demand generally is considered inelastic if an increase in the price of a product results in only a minimal, if any, decline in the quantity of that product sold. The purchaser of such products typically lacks the option to purchase alternative, less costly products of similar quality, and is compelled to continue to purchase the subject product despite a price increase. For a cartel to profit from raising prices above competitive levels, demand must be relatively inelastic to price increases. Otherwise, increased prices would result in declining sales, revenues and profits, as customers purchase substitute products or decline to buy altogether. Inelastic demand allows suppliers to raise their prices without triggering customer substitution and lost sales revenue. 46. The demand for Wire Harnesses is inelastic because the product is an

essential vehicle component for OEMs and accounts for a relatively small fraction

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of the total vehicle cost. When Fujikura and its co-conspirators raised Wire Harness prices far above the competitive level, the demand for vehicles, and hence the demand for Wire Harnesses, was little affected. The higher prices from collusion unlawfully increased the profits of Fujikura and its co-conspirators. Moreover, with inelastic demand, even small reductions in capacity below the level that would otherwise prevail can result in substantial and sustained price increases. THE CONSPIRACY A. The Conduct of Fujikura and Its Co-Conspirators 47. During the Conspiracy Period, Fujikura and its co-conspirators

formed an international cartel to suppress and eliminate competition for Wire Harnesses by agreeing to: (a) rig bids for Wire Harnesses; (b) allocate customers, markets, contracts and supply of Wire Harnesses; and (c) fix, stabilize, and/or maintain the prices of Wire Harnesses. 48. In furtherance of the Conspiracy, Fujikura and its co-conspirators

participated in meetings, conversations and communications in the United States and abroad to discuss bids and price quotations for Wire Harnesses to be submitted to Ford, and whether to refrain from soliciting Ford business, or refrain from seeking to submit or submitting any bids and quotations to Ford. 49. Fujikura and its co-conspirators attended industry events that provided

the opportunity to meet, disguise their improper discussions and perform acts in

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furtherance of the Conspiracy.

For example, Fujikura and its co-conspirators

regularly attended the annual North American International Auto Show in Detroit, Michigan and the Automotive Aftermarket Products Expo in Las Vegas, Nevada. 50. During those and other meetings, conversations and communications,

Fujikura and its co-conspirators agreed to allocate among themselves the supply of Wire Harnesses sold to Ford and other purchasers on a model-by-model or platform-by-platform basis. 51. During those meetings, conversations and communications, Fujikura

and its co-conspirators agreed to coordinate price adjustments requested by Ford and other purchasers. 52. Fujikura and its co-conspirators limited their production capacity for

purposes of restraining competition for the Wire Harness business of Ford and other purchasers. 53. Fujikura and its co-conspirators held meetings and conversations in

the United States and elsewhere to monitor and police the bids and prices agreed upon, and other terms of their agreement, pursuant to the Conspiracy. 54. Fujikura and its co-conspirators undertook measures to maintain the

secretive nature of their unlawful conduct, including, but not limited to, using code names and meeting at changing private residences and remote locations.

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55.

Fujikura and its co-conspirators submitted bids, price quotations and

price adjustments to Ford and other purchasers in accordance with their conspiratorial agreements. 56. As a result of their conspiratorial agreements, Fujikura and its co-

conspirators at times declined to bid, or submitted bids that were deliberately noncompetitive, in response to RFQs received from Ford and other purchasers. 57. The operation and effects of the cartel on Ford is exemplified in the

responses to the CD4 RFQ that Ford issued in March 2009. The CD4, a global platform, provided an opportunity for the prevailing supplier to supply Wire Harnesses for Ford vehicles manufactured around the world. This RFQ offered a substantial and attractive opportunity for Defendants to obtain important Ford business. 58. During the first round of bidding, Fujikura America submitted a

completely non-competitive bid, which included non-competitive price quotes for wire and labor. That bid achieved the intended objective of the members of the cartel -- Fujikura America was not invited to participate in the second round of bidding. 59. Fujikuras co-conspirator, Sumitomo Electric Wiring Systems, Inc.

(Sumitomo Electric Wiring), a subsidiary of co-conspirator Sumitomo, pursuant to the agreement among the conspirators, refused to submit any bid. This refusal

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was based on the claim that the company was not interested in rapid growth and in assuming responsibility for a large volume of Wire Harness business. disclosure of the Conspiracy underscores that this claim was pretextual. 60. Because Fujikura and its co-conspirators subverted the CD4 RFQ The

bidding process, Ford agreed to pay, has paid, and is continuing to pay an artificially inflated and non-competitive price for CD4 Wire Harnesses. 61. During the Conspiracy Period, Ford was damaged substantially as a

result of the Conspiracy because it was forced to pay supra-competitive prices for the Wire Harnesses that Ford purchased from Fujikuras co-conspirators. This substantial harm was caused by, among other things, Fujikura and its coconspirators: (a) submission of rigged bids in response to Fords RFQs; (b) allocation of Fords Wire Harness business; (c) fixing of prices charged to Ford for Wire Harnesses; and (d) limitation of the conspirators production capacity resulting from their conspiratorial agreement not to bid on Ford business. B. Fujikura Admits to Participating in the Conspiracy 62. On June 21, 2012, Fujikura Ltd. pled guilty to a one-count felony

charge for its role in the Conspiracy to rig bids for and to fix, stabilize, and maintain the prices of, Wire Harnesses sold to an automaker in the United States and elsewhere. According to the guilty plea, Fujikura Ltd.s involvement in the

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Conspiracy lasted from at least as early as January 2006 until at least February 2010. 63. In its Plea Agreement, Fujikura Ltd. admitted that, if the United States

had proceeded with its case against Fujikura Ltd. at a trial, the United States would have presented evidence sufficient to prove: [4](b) [From at least as early as January 2006 until at least February 2010, Fujikura Ltd.],1 through certain of its employees participated in a conspiracy with other persons and entities engaged in the manufacture and sale of automotive wire harnesses and related products, the primary purpose of which was to rig bids for, and to fix, stabilize, and maintain the prices of, automotive wire harnesses and related products sold to an automobile manufacturer in the United States and elsewhere. In furtherance of the conspiracy, [Fujikura Ltd.], through certain of its employees, engaged in discussions and attended meetings with co-conspirators involved in the manufacture and sale of automotive wire harnesses and related products. During such meetings and conversations, agreements were reached to (a) allocate the supply of automotive wire harnesses and related products sold to an automobile manufacturer on a model-by-model basis, (b) rig bids quoted to an automobile manufacturer for automotive wire harnesses and related products, and to fix, stabilize, and (c) maintain the prices, including coordinating price adjustments requested by an automobile manufacturer, of automotive wire harnesses and related products sold to an automobile manufacturer in the United States and elsewhere. (c) During the relevant period, automotive wire harnesses and related products sold by one or more of the conspirator firms, and equipment and supplies necessary to the production and distribution of automotive wire harnesses and related products, as well as payments for automotive wire harnesses and related products, traveled in interstate and foreign commerce. The business activities of the defendant and its co-conspirators in connection with the production
1

All emphasis supplied unless otherwise indicated. 19

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and sale of automotive wire harnesses and related products that were the subject of this conspiracy were within the flow of, and substantially affected, interstate and foreign trade and commerce. (d) The conspiratorial meetings and conversations described above took place in Japan, and automotive wire harnesses and related products that were the subject of the conspiracy were sold to an automobile manufacturer by [Fujikura Ltd.s] United States subsidiary [Fujikura America], which is located in the Eastern District of Michigan. 64. Wire Harness related products were defined in the Fujikura Plea

Agreement as cable bond, automotive wiring connectors, automotive wiring terminals and fuse boxes. 65. At the June 21, 2012 hearing during which Fujikura Ltd. pled guilty to

violating the Sherman Act, the authorized representative of Fujikura Ltd. described the Conspiracy as follows: During the period of the conspiracy, which is from approximately January 2006 to February 2010, certain employees of the company engaged in discussions and attended meetings with competitor companies involved in the manufacture[] and sale of automotive wire harnesses and related products. During such meetings and conversations, agreements were reached to A, allocate the supply of automotive wire harnesses and related products sold to an automobile manufacturer on a model by model basis; B, to rig bids quoted to an automobile manufacturer for automotive wire harnesses and related products, and C, to fix, stabilize and to maintain the prices, including coordinating price adjustments requested by an automobile manufacturer of automotive wire harnesses and related products sold to an automobile manufacturer in the United States, and that manufacturer is Subaru of Indiana Automotive, Incorporated.

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During the relevant period, automotive wire harnesses and related products sold by one or more of the conspirator firms and equipment and supplies necessary to the production and distribution of automotive wire harnesses and related products, as well as payments for automotive wire harnesses and related products, traveled [in] interstate and foreign commerce. The business activities of the company, Fujikura Limited and its coconspirators in connection with the production and sale of automotive wire harnesses and related products that were the subject of this conspiracy, were within the flow of and substantially affected inte[r]state and foreign trade and commerce. The meetings and conversations described above took place in Japan, and automotive wire harnesses and related products that were the subject of the conspiracy were sold to an automobile manufacturer in the United States, that is Subaru of Indiana Automotive by the companys United States subsidiary, which is located within the Eastern District of Michigan. As an enterprise, Fujikura [Ltd.] employed more than 5,000 individuals during the relevant time period. Fujikura sales of automotive wire harnesses and related products affecting an automobile manufacturer in the United States totaled approximately $32 million during the period of January 2006 to February 2010. 66. C. Fujikura Ltd. was fined $20 million.

Fujikuras Co-Conspirators Also Admit to Participating in the Conspiracy 67. Fujikuras co-conspirators, Yazaki and Furukawa Electric Co., Ltd.

(Furukawa), and certain of their executives, also have pled guilty or otherwise admitted their participation in the conspiracy.

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1. 68.

Yazakis Guilty Plea and Other Admissions On January 30, 2012, Yazaki agreed to plead guilty to three counts of

violating Section 1 of the Sherman Act for its participation in the Conspiracy. According to the DOJ press release describing the three-count felony charge: Yazaki engaged in three separate conspiracies: to rig bids for and fix, stabilize and maintain the prices of automotive wire harnesses and related products from 2000 through 2010; to rig bids for and fix, stabilize and maintain the prices of instrument panel clusters from 2002 through 2010; and to fix, stabilize and maintain the prices of fuel senders from 2004 through 2010. All three conspiracies involved products sold to customers in the United States and elsewhere. As part of its guilty plea, Yazaki agreed to pay a fine of $470 million the second largest criminal fine ever imposed for an antitrust violation. Yazaki pled guilty and was sentenced on March 1, 2012. 69. On March 26, 2012, four Yazaki executives, Tsuneaki Hanamura

(Hanamura), Ryoji Kawai (Kawai), Shigeru Ogawa (Ogawa) and Hisamitsu Takada (Takada) each of whom held managerial positions at both Yazaki and Yazaki North America during the Conspiracy Period pled guilty to violating United States antitrust law. The DOJ issued four separate one-count felony

charges against Hanamura, Kawai, Ogawa and Takada, alleging that each engaged in a conspiracy to rig bids for and to fix, stabilize and maintain the prices of automotive wire harnesses and related products sold to customers in the United States and elsewhere.

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70.

Ogawa and Takada, both of whom served as directors of Yazaki North

America during portions of the Conspiracy Period, were each sentenced to 15 months in prison, and Hanamura and Kawai were each sentenced to two years in prison. The DOJ stated that [t]he two-year sentences would be the longest term of imprisonment imposed on a foreign national voluntarily submitting to U.S. jurisdiction for a Sherman Act antitrust violation. Each of the four executives agreed to pay a $20,000 criminal fine. 71. On September 26, 2012, a fifth Yazaki executive, Kazuhiko

Kashimoto (Kashimoto), pled guilty for his role in the Conspiracy. Kashimoto, who was employed by Yazaki and Yazaki North America as a manager and team leader during the Conspiracy Period, was sentenced to 14 months in prison and fined $20,000. 72. On April 18, 2013, Yazaki pled guilty and was fined 30 million

Canadian dollars ($29.2 million) by the Ontario Superior Court of Justice for its participation in a bid-rigging conspiracy involving the sale of Wire Harnesses in Canada to be installed in 2005-2006 model year vehicles. According to a press release issued by the Canadian Competition authority, the fine was the largest ever ordered by a court in Canada for a bid-rigging offence. 73. On July 10, 2013, the European Commission announced that it had

fined Yazaki 125.3 million ($160.2 million) for Yazakis participation in the

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Conspiracy. The EC also fined a Yazaki subsidiary, S-Y Systems Technologies Europe GmbH (S-Y Systems), 11.1 million ($14.2 million) for its participation in the Conspiracy. 2. 74. Furukawas Guilty Plea and Other Admissions On September 29, 2011, the DOJ announced that Furukawa and three

Furukawa executives agreed to plead guilty to participating in a conspiracy the primary purpose of which was to rig bids for, and to fix, stabilize, and maintain the prices of, automotive wire harnesses and related products sold to automobile manufacturers in the United States and elsewhere, in violation of the Sherman Act. The Furukawa Plea Agreement defined related products as automotive electrical wiring, lead wire assemblies, cable bond, automotive wiring connectors, automotive wiring terminals, electronic control units, fuse boxes, relay boxes, junction blocks and power distributors. 75. Furukawas involvement in the Conspiracy lasted from at least as

early as January 2000 until at least January 2010. Furukawa agreed to pay a $200 million fine and the three executives agreed to serve prison time in the United States. Furukawa pled guilty and was sentenced on November 14, 2011. 76. In the September 29, 2011 DOJ press release announcing the

Furukawa guilty plea, Acting Assistant Attorney General Sharis A. Pozen of the DOJs Antitrust Division stated that [a]s a result of this international price-fixing

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and bid-rigging conspiracy, automobile manufacturers paid noncompetitive and higher prices for parts in cars sold to U.S. consumers. According to Pozen, [t]his cartel harmed an important industry in our nations economy, and the Antitrust Division with the Federal Bureau of Investigation will continue to work together to ensure that these kinds of conspiracies are stopped. 77. In the same September 29, 2011 press release, FBI Special Agent in

Charge Andrew G. Arena stated: When companies partner to control and price fix bids or contracts, it undermines the foundation of the United States economic system . . . . The FBI is committed to aggressively pursuing any company

involved in antitrust crimes. 78. On October 24, 2011, two Furukawa executives pled guilty for their

participation in the Conspiracy: (a) Hirotsugu Nagata, who was employed as Chief Financial Officer of a U.S. subsidiary of Furukawa from January 2004 to March 2009, was sentenced to 15 months in prison and fined $20,000, and (b) Junichi Funo, who was employed by Furukawa and a U.S. subsidiary as a sales representative and manager during the Conspiracy Period, was sentenced to 12 months and one day in prison and fined $20,000. 79. On November 10, 2011, Tetsuya Ukai (Ukai) of Furukawa pled

guilty to participating in the Conspiracy. Ukai, who was employed by Furukawa

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as a manager and unit chief during the Conspiracy Period, was sentenced to 18 months in prison and received a $20,000 fine. 80. On April 4, 2013, Furukawa pled guilty and was fined 5 million

Canadian dollars ($4.9 million) by the Ontario Superior Court of Justice for its participation in an international bid-rigging conspiracy involving the sale of electrical boxes, including fuse boxes, relay boxes and junction blocks in Canada from 2000 through 2010. 81. On July 10, 2013, the EC announced that it had fined Furukawa 4

million ($5.1 million) for Furukawas participation in the Conspiracy. D. Government Competition Authorities Investigate and Penalize Anti-Competitive Conduct 82. Governmental authorities in other jurisdictions, including Australia,

Canada, the European Union, Japan and South Korea, currently are investigating anti-competitive conduct in connection with the sale of various automotive products, including Wire Harnesses. 83. On February 24, 2010, officials from the Competition Directorate of

the EC raided the offices of several Wire Harness manufacturers in Germany, France and the United Kingdom. In a February 25, 2010 press release, the EC confirmed its investigation into a suspected cartel in the sector of automotive electrical and electronic components suppliers. The press release stated: The Commission has reason to believe that the companies concerned may have violated 26

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EU antitrust rules that prohibit cartels and restrictive business practices. Yazaki Europe Ltd., a United Kingdom subsidiary of co-conspirator Yazaki, confirmed that the companys office was raided by the EC. Automotive products suppliers Leoni AG (Leoni), Lear Corporation and S-Y Systems also confirmed that they were targets of the ECs raids. 84. On February 24, 2010, the JFTC raided the Japanese offices of

Fujikuras co-conspirators Yazaki, Sumitomo and Furukawa on suspicion of their participation in a price-fixing cartel involving Wire Harnesses. In 2010, these three manufacturers had a combined 90% share of the Japanese Wire Harness market. 85. In a June 30, 2011 announcement, Fujikura Ltd. disclosed that the

JFTC had issued the company an advance notice of disciplinary action for violating antitrust laws related to the sale of Wire Harnesses. 86. On January 19, 2012, nearly two years after the raids, and after the

JFTCs evaluation and assessment of, among other things, the documents, data and other information seized from members of the Wire Harness cartel, the JFTC announced that that it had issued cease and desist orders and surcharge payment orders against Fujikura Ltd. and co-conspirators Yazaki, Sumitomo and Furukawa for violating Japans antitrust laws through their participation in the Conspiracy.

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The four companies conspired in procurement of automotive wire harnesses and related products . . . ordered by automobile manufacture[r]s. 87. Defendant Fujikura Ltd. was ordered to pay a fine of 1.18 billion yen

($15.4 million) as result of misconduct occurring from at least as early as July 2000 until at least February 2010. Yazaki was fined 9.6 billion yen ($125 million) as a result of misconduct occurring from at least as early as July 2000 until at least February 2010. Sumitomo was fined 2.1 billion yen ($27.4 million) as a result of misconduct occurring from at least as early as December 2000 until at least February 2010. None of the companies contested the surcharge payment orders, and each paid the fine imposed. 88. Sumitomo and Furukawa told authorities in Tokyo and Washington

D.C. about bid-rigging, according to a February 15, 2013 Wall Street Journal article entitled Japan Probe Pops Car-Part Keiretsu. In the article, a spokesman for Sumitomo confirmed that the company received leniency in Japan in exchange for providing information to the JFTC. 89. In Delphi Automotive PLCs (Delphi) 2011 10-K statement filed on

February 17, 2012, Delphi disclosed that it had received requests for information from antitrust authorities at the European Commission seeking information about conduct by [Delphi] in connection with an investigation of automotive parts suppliers concerning possible violations of antitrust laws related to the supply of

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wire harnesses to vehicle manufacturers, and was cooperating with European authorities. 90. On August 9, 2012, the EC announced it had opened proceedings

against suspected participants in several cartels for the supply of automotive wire harnesses. The EC press release stated: This case is part of a wider effort to investigate possible cartels in the automotive sector. 91. On July 10, 2013, the EC announced it had imposed fines totaling

approximately 141 million ($180.2 million) against Yazaki, S-Y Systems, Furukawa and Leoni for their participation in the Conspiracy. In its press release announcing the fines, the EC stated that due to their cooperation and the extent to which the evidence they provided helped the Commission to prove the respective cartels, all of the companies received reductions of fines ranging from 20 to 50%. In addition, the companies received an additional 10% reduction because they acknowledged their participation in the cartel and their liability in this respect. 92. Although the EC found that Sumitomo was a participant in the

Conspiracy, Sumitomo was not fined by the EC because the company received immunity for revealing the existence of the cartels to the [EC], according to the EC press release announcing the fines.

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93.

On December 13, 2012, the Australian Competition authority

announced that it had commenced civil proceedings against Yazaki and its Australian subsidiary, alleging that, from between 2003 until at least late 2009, the companies had engaged in cartel conduct, market sharing and price fixing, in the sale of Wire Harnesses in Australia. FRAUDULENT CONCEALMENT 94. Throughout the Conspiracy Period and beyond, Fujikura and its co-

conspirators affirmatively and actively concealed their unlawful conduct from Ford. 95. As part of the Conspiracy, Fujikura and its co-conspirators conducted

their wrongdoing in secret, concealed the true nature of their unlawful conduct and acts in furtherance of the Conspiracy, and actively concealed their activities through various other means and methods to avoid detection. The Informations filed by the DOJ to which Fujikura Ltd. and its co-conspirators pled guilty assert that, as part of the Conspiracy, Fujikura and its co-conspirators employ[ed] measures to keep their conduct secret, including but not limited to, using code names and meeting at remote locations. 96. Fujikura and its co-conspirators affirmatively concealed their anti-

competitive conduct from Ford by misrepresenting that their pricing activities were unilateral, rather than collusive, and based upon legitimate business purposes, such

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as increased costs. In making those false representations, Fujikura and its coconspirators misled Ford and others as to the true, collusive, and coordinated nature of their fixing of prices charged to Ford for Wire Harnesses, their rigging of bids for Ford contracts for Wire Harnesses, their allocation of customers, markets, contracts and supply of Wire Harnesses with Ford and others and other illegal anticompetitive activities. 97. During the Conspiracy Period, Ford employed a confidential bidding

process for purposes of attempting to identify and select, on a competitive basis, suppliers from whom to purchase Wire Harnesses. Fujikura and its co-

conspirators, however, completely subverted and corrupted that process. They affirmatively presented a false and misleading appearance of competition by submitting, under the guise of competitive bidding, coordinated and pre-arranged complementary losing bids. By not submitting bids completely free of the

conspiratorial agreement, Fujikura and its co-conspirators deprived Ford of the lower bids a competitive market would have provided. Through these affirmative measures, Fujikura and its co-conspirators concealed their collusion and successfully evaded Fords detection of their anti-competitive conduct. The false appearance of competition was created by pre-arranging losing responses to Fords RFQs to appear as though legitimate commercial or technical reasons not collusion caused the submission of losing bids.

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98.

Certain Fujikura co-conspirators simply refused to submit any bids for

Ford business, and limited their production capacity in furtherance of the Conspiracy by their agreements to allocate Ford business among the conspirators such that Fords demand for Wire Harnesses would be met only by Yazaki and certain other co-conspirators. 99. During the Conspiracy Period, co-conspirator Sumitomo Electric

Wiring, a subsidiary of Sumitomo, refused to bid on very attractive Ford business, including the global CD4 program in 2009. Sumitomo Electric Wiring represented to Ford that it was not interested in rapid growth and in assuming responsibility for a large volume of Wire Harness business. Sumitomo Electric Wirings

representation appeared commercially reasonable to Ford at that time, and Ford had no reason to suspect that Sumitomo Electric Wirings refusal to bid was the result of its participation in a conspiracy with Fujikura and other Wire Harness suppliers. 100. During the Conspiracy Period, Ford exercised due diligence in attempting to ensure competition and to prevent collusion among potential Wire Harness suppliers by, among other things, employing a confidential bidding process and then carefully reviewing and evaluating the bids before awarding the Ford business. When assessing bids or renegotiating contracts for Wire Harnesses during the Conspiracy Period, Ford applied an evolving set of methodologies to

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attempt to estimate the suppliers input costs for the manufacture of Wire Harnesses. Ford exercised this diligence in an attempt to determine whether bids submitted by Fujikura and its co-conspirators were competitive and commercially reasonable. 101. As a result of Fujikura and its co-conspirators active and effective concealment of their criminal conduct, Ford did not discover, and could not have discovered through the exercise of reasonable diligence, that Fujikura and its coconspirators were violating the antitrust laws until at the earliest February 24, 2010, the date on which the DOJ and other governmental competition authorities publicly disclosed their investigations of Fujikura and its co-conspirators. 102. As a result of the concealment of the Conspiracy by Fujikura and its co-conspirators, any and all statutes of limitations or repose otherwise applicable to the claims asserted in this Complaint have been tolled. 103. Moreover, the statute of limitations governing the claims in this Complaint was suspended, pursuant to Section 5(i) of the Clayton Act, 15 U.S.C. 16(i), on September 29, 2011, the date the United States filed an Information in the United States District Court for the Eastern District of Michigan, thus instituting a criminal proceeding against Fujikuras co-conspirator, Furukawa, to prevent, restrain, or punish violations of the antitrust laws.

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INJURY TO COMPETITION AND DAMAGES 104. The Conspiracy among Fujikura and its co-conspirators was intended to, and did, suppress price competition among manufacturers of Wire Harnesses. During the Conspiracy Period, Ford entered into many contracts with Defendants co-conspirators for the purchase of Wire Harnesses. As a direct result of

Defendants unlawful Conspiracy, Ford paid more for Wire Harnesses than it would have paid in a competitive market. FIRST CLAIM Violation of 1 of the Sherman Act, 15 U.S.C. 1 105. Plaintiff hereby realleges and incorporates by reference the allegations contained in paragraphs 1 through 104 as if fully set forth herein. 106. Beginning at least as early as January 2000 and continuing until at least February 2010, Defendants engaged in a horizontal conspiracy in unreasonable restraint of trade in violation of Section 1 of the Sherman Act, 15 U.S.C. 1, and Section 4 of the Clayton Act, 15 U.S.C. 15. 107. During the Conspiracy Period, Fujikura and its co-conspirators engaged in a combination and conspiracy consisting of a continuing agreement, understanding, and concert of action to rig bids for, and to fix, stabilize, and maintain the prices of, Wire Harnesses sold to Ford in the United States and elsewhere.

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108. Fujikura and its co-conspirators succeeded in rigging bids, fixing, raising, maintaining and stabilizing the prices of Wire Harnesses sold to Ford during the Conspiracy Period. 109. In furtherance of the Conspiracy, Fujikura and its co-conspirators did those things that they combined and conspired to do, including the following: a. participated in meetings, conversations and communications in the United States and Japan to discuss the bids and price quotations to be submitted to Ford and others; agreed, during those meetings, conversations and communications, on bids and price quotations to be submitted to Ford and others; agreed, during those meetings, conversations and communications, to allocate customers, markets, contracts and supply of Wire Harnesses sold to Ford and others on a modelby-model or platform-by-platform basis; agreed, during those meetings, conversations and communications, to coordinate price adjustments requested by Ford and others; submitted bids, price quotations and price adjustments to Ford and others in accordance with the agreements reached; sold Wire Harnesses to Ford and others in the United States and elsewhere at collusive and non-competitive prices; accepted payment for Wire Harnesses sold to Ford and others at collusive and non-competitive prices; engaged in meetings, conversations and communications in the United States and elsewhere for the purpose of monitoring and enforcing adherence to the agreed-upon bid-rigging and pricefixing scheme; and 35

b.

c.

d.

e.

f.

g.

h.

2:13-cv-13055-LPZ-LJM Doc # 1 Filed 07/16/13 Pg 38 of 39

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i.

employed measures to keep their conduct secret, including, but not limited to, using code names and meeting at private residences or remote locations.

110. The Conspiracy had the effect of restraining trade by suppressing and eliminating competition in the global market for Wire Harnesses. The result of this unlawful restraint on trade was artificially high prices for the Wire Harnesses sold to Ford. 111. As a direct and proximate result of Defendants unlawful conduct, Ford has suffered injury to its business or property because Ford has paid artificially high prices for Wire Harnesses during the Conspiracy Period and paid and continues to pay artificially high prices after the end of the Conspiracy Period. PRAYER FOR JUDGMENT WHEREFORE, Plaintiff prays for relief as follows: a. A decree that the unlawful contract, combination and conspiracy alleged in this Complaint constitutes a violation of Section 1 of the Sherman Act, 15 U.S.C. 1; Entry of a joint and several judgment for Plaintiff against the Defendants for three times the amount of the actual damages sustained by Plaintiff and the costs of Plaintiffs suit, including reasonable attorneys fees, as provided by Section 1 of the Sherman Act, 15 U.S.C. 1, and Section 4 of the Clayton Act, 15 U.S.C. 15(a); Entry of an injunction preliminarily and permanently enjoining Defendants from continuing any unlawful contract, combination and conspiracy, including that alleged in this Complaint;

b.

c.

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d. e.

An award of pre-judgment interest, as provided by Section 4(a) of the Clayton Act, 15 U.S.C. 15(a); and Such further and other relief as is just and proper. JURY TRIAL DEMAND

Plaintiff hereby demands trial by jury on all triable issues. Dated: July 16, 2013 Respectfully submitted, KASOWITZ, BENSON, TORRES & FRIEDMAN LLP Hector Torres Harold G. Levison Edward E. McNally Sarah Gibbs Leivick Robert W. Bosslet 1633 Broadway New York, New York 10019 (212) 506-1700 KIENBAUM OPPERWALL HARDY & PELTON, P.L.C. By: s/ Eric J. Pelton Eric J. Pelton (P40635) Theodore R. Opperwall (P31374) Ryan D. Bohannon (P73394) 280 N. Old Woodward Avenue, Ste. 400 Birmingham, Michigan 48009 (248) 645-0000 epelton@kohp.com

Attorneys for Plaintiff

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