THE UNITED STATES, ACTING THROUGH ITS ATTORNEYS, CHARGES:

1. ALL NIPPON AIRWAYS CO., LTD ("Defendant") is a corporation organized and existing under the laws of Japan with its principal place of business in Tokyo, Japan. During the period covered by this Count, Defendant was engaged in the business of providing air transportation services for cargo and passengers in the United States and elsewhere.

2. Various corporations and individuals, not made defendants in this Count, participated as co-conspirators in the offense charged in this Count and performed acts and made statements in furtherance of it.

3. Whenever in this Count reference is made to any act, deed, or transaction of any corporation, the allegation means that the corporation engaged in the act, deed, or transaction by or through its officers, directors, employees, agents, or other representatives while they were actively engaged in the management, direction, control, or transaction of its business or affairs.

During the period covered by this Count:

4. Defendant and its co-conspirators provided international air transportation services for cargo ("air cargo services"). Defendant and its co-conspirators provided air cargo services to and from the United States.

5. Defendant's air cargo services transported a variety of cargo shipments, such as heavy equipment, perishable commodities, and consumer goods, on scheduled international flights, including to and from the United States. For its air cargo services, Defendant charged its customers a rate that consisted of both a base rate and various fees and surcharges, such as fuel surcharges. The rates charged by Defendant's co-conspirators for air cargo services also included both a base rate and various fees and surcharges. The amount of the base rate charged by Defendant and its co-conspirators could vary based on the type and weight of the shipment, the origin and/or destination of the shipment, and the nature of the goods or products being shipped. Similarly, the amount of certain surcharges levied by Defendant and its co-conspirators could vary based on the origin and/or destination of the shipment. The base rate, fees, and surcharges charged to customers by Defendant and its co-conspirators for air cargo services are collectively referred to herein as "cargo rates."

6. From at least as early as April 1, 2000 and continuing until at least February 14, 2006, the exact dates being unknown to the United States, Defendant and its co-conspirators entered into and engaged in a combination and conspiracy to suppress and eliminate competition by fixing one or more components of the cargo rates charged to customers in the United States and elsewhere for international air shipments. The combination and conspiracy engaged in by Defendant and its co-conspirators was in unreasonable restraint of interstate and foreign trade and commerce in violation of Section 1 of the Sherman Act (15 U.S.C. § 1).

7. The charged combination and conspiracy consisted of a continuing agreement, understanding, and concert of action among Defendant and its co-conspirators, the substantial terms of which were to suppress and eliminate competition by fixing one or more components of the cargo rates in the United States and elsewhere.

8. For purposes of forming and carrying out the charged combination and conspiracy, Defendant and its co-conspirators did those things that they combined and conspired to do, including, among other things:

1. participating in meetings, conversations, and communications in the United States and elsewhere to discuss the cargo rates to be charged on routes between the United States and Japan;
2. agreeing, during those meetings, conversations, and communications, on certain components of the cargo rates to charge for shipments on routes between the United States and Japan;
3. levying cargo rates in the United States and elsewhere in accordance with the agreements reached; and
4. engaging in meetings, conversations, and communications in the United States and elsewhere for the purpose of monitoring and enforcing adherence to the agreed-upon cargo rates.

9. During the period covered by this Count, proposals, contracts, invoices for payment, payments, and other documents essential to the provision of air cargo services were transmitted in interstate and foreign trade and commerce between and among offices of Defendant and its customers located in various States and foreign countries.

10. During the period covered by this Count, Defendant and its corporate co-conspirators transported substantial quantities of cargo, in a continuous and uninterrupted flow of interstate and foreign commerce, between various foreign countries and the United States, including through various U.S. airports to final destinations in various States.

11. During the period covered by this Count, the business activities of Defendant and its co-conspirators in connection with the air cargo services that are the subject of this Count were within the flow of, and substantially affected, interstate and foreign trade and commerce.

THE UNITED STATES FURTHER CHARGES THAT:

12. Each and every allegation contained in paragraphs 1 and 3 of Count One of this Information is realleged and reasserted here as if fully set forth in this Count.

13. A corporation and individuals, not made defendants in this Count, participated as co-conspirators in the offense charged in this Count and performed acts and made statements in furtherance of it.

During the period covered by this Count:

14. Defendant and its corporate co-conspirator provided international air transportation services for passengers ("passenger services"). Defendant's passenger services transported people on scheduled flights within Japan and internationally, including to and from the United States. For its passenger services, Defendant sold tickets directly to passengers and through travel agents who sold the tickets to passengers. Defendant offered a wide variety of different passenger fares to travel agents and to passengers. Defendant typically offered unpublished passenger fares to travel agents for purchase by certain consumers.

15. From at least as early as April 1, 2000 and continuing until at least April 1, 2004, the exact dates being unknown to the United States, Defendant and its co-conspirators entered into and engaged in a combination and conspiracy to suppress and eliminate competition by fixing unpublished passenger fares on tickets purchased in the United States. The combination and conspiracy engaged in by Defendant and its co-conspirators was in unreasonable restraint of interstate and foreign trade and commerce in violation of Section 1 of the Sherman Act (15 U.S.C. § 1).

16. The charged combination and conspiracy consisted of a continuing agreement, understanding, and concert of action among Defendant and its co-conspirators, the substantial terms of which were to suppress and eliminate competition by fixing unpublished passenger fares on tickets purchased in the United States.

17. For purposes of forming and carrying out the charged combination and conspiracy, Defendant and its co-conspirators did those things that they combined and conspired to do, including, among other things:

1. participating in meetings, conversations, and communications in the United States to discuss unpublished passenger fares to be charged on tickets purchased in the United States;
2. agreeing, during those meetings, conversations, and communications, on unpublished passenger fares to be charged on tickets purchased in the United States;
3. levying unpublished passenger fares in accordance with the agreements reached; and
4. engaging in meetings, conversations, and communications in the United States for the purpose of monitoring and enforcing adherence to the agreed-upon unpublished passenger fares.

18. During the period covered by this Count, contracts, invoices for payment, payments, and other documents essential to the provision of passenger services were transmitted in interstate and foreign trade and commerce between and among offices of Defendant and its customers located in various States.

19. During the period covered by this Count, Defendant and its corporate co-conspirator transported substantial numbers of passengers, in a continuous and uninterrupted flow of interstate and foreign commerce, between various airports in the United States and Japan.

20. During the period covered by this Count, the business activities of Defendant and its corporate co-conspirator in connection with the passenger services that are the subject of this Count were within the flow of, and substantially affected, interstate and foreign trade and commerce.

Dated: