United States v. The Thomson Corp. & Reuters Group PLC; Proposed Final Judgment and Competitive Impact Statement, 15196-15216 [E8-5577]

Agencies

• Antitrust Division
• Department of Justice

[Federal Register Volume 73, Number 56 (Friday, March 21, 2008)]
[Notices]
[Pages 15196-15216]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-5577]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. The Thomson Corp. & Reuters Group PLC; Proposed 
Final Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, 
Stipulation and Competitive Impact Statement have been filed with the 
United States District Court for the District of Columbia in United 
States of America v. The Thomson Corp. and Reuters Group PLC, Civil 
Action No. 1:08-cv-00262. On February 19, 2008, the United States filed 
a Complaint alleging that the proposed acquisition by The Thomson 
Corporation of Reuters Group PLC would violate section 7 of the Clayton 
Act, 15 U.S.C. 18. The proposed Final Judgment, filed the same time as 
the Complaint, requires The Thomson Corporation to divest a copy of its 
WorldScope fundamentals product, along with certain other assets, and 
requires Reuters Group PLC to divest copies of its Estimates and 
Aftermarket (Embargoed) Research Database product, along with certain 
other assets.
    Copies of the Complaint, proposed Final Judgment and Competitive 
Impact Statement are available for inspection at the Department of 
Justice, Antitrust Division, Antitrust Documents Group, 325 7th Street, 
NW., Room 215, Washington, DC 20530 (telephone: 202-514-2481), on the 
Department of Justice's Web site at: https://www.usdoj.gov/atr, and at 
the Office of the Clerk of the United States District Court for the 
District of Columbia. 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, and responses thereto, will be published in the 
Federal Register and filed with the Court. Comments should be directed 
to James Tierney, Chief, Networks and Technology Section, Antitrust 
Division, Department of Justice, 600 E. Street NW., Suite 9500, 
Washington, DC 20530, (telephone: 202-307-6200).

Patricia A. Brink,
Deputy Director of Operations, Antitrust Division.

United States District Court for the District of Columbia

    United States of America, Department of Justice, Antitrust 
Division, 600 E Street NW., Suite 9500, Washington, DC 20530, 
Plaintiff, v. The Thomson Corporation, Metro Center, I Station Place, 
Stamford, CT 06902, and Reuters Group, PLC, The Reuters Building, 
Canary Wharf, London E14 5EP, United Kingdom, Defendants.
    Case: 1:08-cv-002 2.
    Assigned To: Hogan, Thomas F.
    Assign. Date: 0211912008.
    Description: Antitrust.

Complaint

    The United States of America, acting under the direction of the 
Attorney General of the United States, brings this civil antitrust 
action against The Thomson Corporation (``Thomson'') and Reuters Group 
PLC (``Reuters'') to obtain equitable relief to prevent Thomson's 
proposed acquisition of Reuters, and to obtain other relief as 
appropriate. The United States alleges as follows:

I. Nature of the Action

    1. On May 15, 2007, Thomson and Reuters signed an agreement to 
combine the two companies, with Thomson to control approximately 70% of 
the combined businesses. The cash and stock transaction valued Reuters 
at $17.2 billion.
    2. Thomson and Reuters both create and distribute financial news 
and data, including fundamentals data, earnings estimates data, and 
aftermarket research reports. Thomson and Reuters are two of the three 
largest providers of financial data worldwide to institutions such as 
investment banks and trading firms. More particularly, Thomson and 
Reuters are two of the four largest suppliers of fundamentals data to 
institutions worldwide, two of the three largest suppliers of earnings 
estimates data to institutions worldwide, and the two largest 
distributors of aftermarket research reports worldwide.
    3. The United States brings this action to prevent the proposed 
acquisition of Reuters by Thomson because it would substantially lessen 
competition in the distribution and sale of fundamentals data, earnings 
estimates data, and aftermarket research reports in violation of 
section 7 of the Clayton Act, 15 U.S.C. 18.

[[Page 15197]]

II. Parties to the Proposed Acquisition

    4. Thomson is a Canadian corporation with its principal place of 
business in Stamford, Connecticut. Thomson is comprised of five 
business divisions: Legal, Financial, Tax & Accounting, Scientific, and 
Healthcare. Thomson Financial distributes and sells, among other 
financial products, the relevant products--fundamentals data, earnings 
estimates data, and aftermarket research reports.
    5. Thomson is one of the three largest distributors of financial 
data to institutional users in the world. Thomson is one of the three 
largest distributors of fundamentals data and is the largest 
distributor of earnings estimates data and aftermarket research 
reports. In 2006, Thomson reported company-wide revenues of 
approximately $6.6 billion, with Thomson Financial accounting for 
approximately $2 billion.
    6. Reuters is a United Kingdom public limited company with its 
principal place of business in London, England. Reuters distributes and 
sells, among other financial products, the relevant products--
fundamentals data, earnings estimates data, and aftermarket research 
reports.
    7. Reuters is also one of the three largest distributors of 
financial data to institutional users in the world. Reuters is one of 
the four largest distributors of fundamentals data in the world, the 
second largest distributor of earnings estimates data, and the second 
largest distributor of aftermarket research reports. In 2006, Reuters 
reported company-wide revenues of approximately $5 billion.

III. Jurisdiction and Venue

    8. Plaintiff United States brings this action under section 15 of 
the Clayton Act, as amended, 15 U.S.C. 25, to prevent and restrain 
defendants from violating section 7 of the Clayton Act, 15 U.S.C. 18.
    9. Defendants produce, distribute, and sell financial data products 
and services, including fundamentals data, earnings estimates data, and 
aftermarket research reports, in the flow of interstate commerce. 
Defendants' activities in producing, distributing, and selling these 
products generate revenues of hundreds of millions of dollars annually 
and substantially affect interstate commerce. This court has subject 
matter jurisdiction over this action pursuant to section 12 of the 
Clayton Act, 15 U.S.C. 22, and 28 U.S.C. 1331, 1337(a), and 1345.
    10. Defendants sell a variety of financial data products and 
services, including fundamentals data, earnings estimates data, and 
aftermarket research reports, in this judicial district and have 
consented to venue and personal jurisdiction.

IV. Trade and Commerce

A. Financial Data

    11. Investment managers, investment bankers, traders, corporate 
managers, and other firms (``institutional financial data users'') use 
financial data to support investment decisions and to provide advice to 
their firms or clients. This data includes relevant news information, 
pricing information on various types of investment vehicles, and 
descriptive and predictive data about individual companies, market 
sectors, or the economy. Although some financial information, such as 
delayed stock prices and basic news, is available for no charge on 
public websites, most institutional financial data users need, and are 
willing to pay for, higher quality data such as: real-time securities 
prices; real-time standardized earnings estimates; comprehensive and 
error-checked fundamentals data; pricing data for fixed-income 
securities; financial analytic tools; and proprietary news and 
analysis.
    12. Financial data firms such as Thomson and Reuters typically 
deliver financial data and other products to their institutional users 
through a variety of distribution channels. The so-called ``terminals'' 
channel is the largest, wherein financial data providers package or 
bundle a number of different types of financial data, such as quotes 
and prices for a variety of financial instruments, fundamentals data, 
earnings estimates data, macroeconomic data, real-time and aftermarket 
research, as well as news, charting and other analytic tools. These 
types of financial data, analytic tools and news, sold in a variety of 
packaged configurations with optional content and features, are 
delivered through customized graphical user interfaces to institutional 
financial data users' desktop computers. These products are sold by 
subscription, generally on a per-user or enterprise basis, with pricing 
generally based on a single price for the bundled products and 
separately priced optional additions. Thomson and Reuters are two of 
the three largest providers of financial data terminals in the United 
States.
    13. Financial data providers like Thomson and Reuters also deliver 
financial data through enterprise-level electronic data feeds that 
allow an institutional financial data user to assemble its own packages 
of financial data, analytic tools, and news; integrate the data with 
its own applications; and distribute them within its own organization 
to users' desktops. Financial data providers also sell redistribution 
rights on a wholesale basis to third parties who distribute the data to 
their own terminal or internet-based customers. Thomson and Reuters 
have competed to supply such data to resellers, and third party 
providers of financial data terminals to institutional financial data 
users rely on access to certain types of financial data for which 
Thomson and Reuters are the principal suppliers. Finally, financial 
data providers also supply financial data to their customers over the 
public internet via password-protected Web sites.

B. The Relevant Product Markets

    There are three relevant product markets: (1) Fundamentals data; 
(2) earnings estimates data; and (3) aftermarket research.
1. Fundamentals Data
    14. Fundamentals data concern the financial performance and other 
attributes of individual companies, including information from 
financial statements, calculated financial ratios, per share data, 
security and market identifiers, product information, and company 
profile data. Fundamentals data generally pertain to publicly-traded 
companies and both U.S.-based and foreign companies. Providers of 
fundamentals data such as Thomson and Reuters maintain fundamentals 
data for tens of thousands of companies, both active and defunct, over 
periods of years or decades.
    15. Providers of fundamentals data extract the data from company 
financial statements and reports as they are released and update the 
data on an ongoing basis. Providers add significant value by 
interpreting and translating footnotes, calculating a variety of 
ratios, ``normalizing'' the data into a consistent format, and 
``standardizing'' the data to facilitate comparisons of companies. Such 
data can be provided to customers in an ``as reported'' format or in a 
``standardized'' format.
    16. Institutional financial data users utilize fundamentals data in 
making investment decisions with respect to individual securities, to 
test investment strategies and models at different points in time, to 
chart the historical performance of companies, and to back-test 
quantitative models.
    17. There are no substitutes for fundamentals data. Fundamentals 
data are a key component needed by institutional financial data users 
for developing and testing trading strategies and quantitative models 
as well as

[[Page 15198]]

making individual investment decisions. Institutional financial data 
users require timely, reliable, easily accessible, aggregated, 
accurate, and comprehensive financial data for many thousands of 
companies.
    18. A small but significant post-acquisition increase in the price 
of fundamentals data would not cause institutional financial data users 
to substitute another product or otherwise reduce their use of 
fundamentals data to a sufficient extent so as to make such a price 
increase unprofitable.
    19. The distribution and sale of fundamentals data is a line of 
commerce and a relevant product market within the meaning of section 7 
of the Clayton Act.
2. Earnings Estimates Data
    20. An earnings estimate is a prediction of a company's earnings, 
often in terms of quarterly or annual earnings per share. Thomson and 
Reuters, and other firms, maintain databases of published earnings 
estimates going back years or decades.
    21. Providers of earnings estimates data collect and disseminate 
information from investment bankers and other sources on an ongoing 
basis. Collecting estimates data involves obtaining research reports 
from a wide range of investment bankers and other sources, such as 
brokerage firms and specialized investment research firms. Errors in 
the data are corrected, and as-reported data is normalized to common 
accounting conventions. Providers also calculate various consensus 
estimates across industries or sectors. These functions add significant 
value.
    22. Institutional financial data users use earnings estimates when 
they decide whether to trade or invest in individual securities. Some 
institutional financial data users use historical earnings estimates 
data to evaluate investment strategies. For example, an analyst with a 
quantitative model for evaluating stock investments may back-test the 
proposed model with ten years of earnings history data to determine 
whether the model would have accurately predicted past price movements.
    23. There are no reasonable substitutes for earnings estimates 
data. Earnings estimates data are a key component in the development 
and testing of quantitative trading models and trading decisions made 
by many institutional financial data users, who cannot otherwise 
acquire sufficiently robust, standardized, historic and current 
earnings estimates data.
    24. A small but significant post-acquisition increase in the price 
of earnings estimates data would not cause institutional financial data 
users to substitute other products or otherwise reduce their usage of 
earnings estimates in sufficient quantities so as to make such a price 
increase unprofitable.
    25. The distribution and sale of earnings estimates data is a line 
of commerce and a relevant product market under section 7 of the 
Clayton Act.
3. Aftermarket Research Reports
    26. Research reports are detailed research documents prepared by 
analysts at investment banks, brokerage firms, and other research firms 
that evaluate the prospects of specific securities. These reports 
explain analysts' opinions and include financial projections, such as 
the company's projected earnings per share of stock at the end of the 
company's next fiscal quarter. Research reports are often based on 
quantitative models of firms' expected performance.
    27. An investment bank or brokerage firm typically provides 
research reports to its customers immediately on publication. Such 
customers may obtain reports through a financial data terminal, via e-
mail, or from authorized password-protected websites. After an embargo 
period of days or weeks after release to clients has elapsed, 
investment banks and brokerage firms typically allow their reports to 
be distributed in an ``aftermarket'' to other third parties, sometimes 
for a fee.
    28. Thomson and Reuters aggregate and distribute research reports. 
Thomson and Reuters each collect reports from hundreds of investment 
banks, brokerage firms, and other research sources and sell copies of 
such reports once they are no longer embargoed. To do this, Thomson and 
Reuters have developed infrastructure including a database of the 
reports and an electronic distribution system. Thomson and Reuters also 
create and maintain indices, tables of contents, and search tools so 
that third parties can locate and compare the research reports 
available for purchase without having to contact individual investment 
banks and brokerage firms. Thomson and Reuters sell aftermarket 
research reports under various pricing plans, such as per-report, per-
page, or so-called ``all you can eat'' access.
    29. There are no reasonable substitutes for the aftermarket 
research report distribution services offered by Thomson and Reuters. 
Aftermarket research reports are a key investment research tool for 
many institutional financial data users, who cannot acquire the 
reports' contents by other means. For example, the aggregation, 
indexing, search, and comparison features provided by distributors of 
aftermarket research offer functionality not otherwise available. In 
addition, institutional financial data users cannot, in a practical or 
efficient manner, contact and arrange access to multiple research 
reports on an individual basis with possibly hundreds of research 
providers.
    30. A small but significant post-acquisition increase in the price 
of aftermarket research report distribution services would not cause 
institutional financial data users to substitute another product or 
otherwise reduce their use of such reports in sufficient quantities so 
as to make such a price increase unprofitable.
    31. The distribution and sale of aftermarket research reports is a 
line of commerce and a relevant product market under section 7 of the 
Clayton Act.

C. The Relevant Geographic Market

    32. Thomson and Reuters sell fundamentals data, earnings estimates 
data, and aftermarket research reports to institutional financial data 
users around the world. The world constitutes a relevant geographic 
market under Section 7 of the Clayton Act for each of these relevant 
product markets.

D. The Proposed Transaction Will Harm Competition in the Relevant 
Markets

1. Fundamentals Data
    33. Competition between Thomson and Reuters in the distribution and 
sale of fundamentals data has benefited institutional financial data 
users.
    34. The proposed transaction will significantly increase 
concentration among suppliers of fundamentals data to institutional 
financial data users. In particular, the transaction will eliminate 
competition between the two major suppliers of fundamentals databases 
that provide comprehensive global coverage and the historical coverage 
required for quantitative analysis, as well as competition between two 
of the three largest suppliers of fundamentals data by datafeed.
    35. The proposed transaction will substantially increase the 
likelihood that the combined firm unilaterally will increase the price 
of fundamentals data to a significant number of institutional financial 
data users. The combined firm likely would increase price both to 
institutional financial data users to whom they sell fundamentals data 
directly, either via data feed or as part of a financial data terminal 
product sold by Thomson or Reuters, as well as to

[[Page 15199]]

institutional financial data users to whom Thomson and Reuters sell 
indirectly, via resellers that offer financial data terminals in 
competition with Thomson and Reuters. The combined firm would have the 
incentive and ability to increase the cost of data sold to resellers, 
or to discontinue such supply of fundamentals data altogether.
    36. The response of other financial data providers will not prevent 
or undo the competitive harm that will likely result from the proposed 
merger. To the extent other providers rely on data acquired from 
Thomson or Reuters, the combined firm would control the cost and 
availability of such data. Responses by firms with independent access 
to fundamentals data also would be unlikely to prevent or undo the 
transaction's competitive harm. A significant number of institutional 
financial data users regard the products of Thomson and Reuters as 
their first and second choices when purchasing fundamentals data, and 
consider fundamentals data products offered by other financial data 
providers to be distant third choices. An insufficient number of 
institutional financial data users would switch to a competing 
fundamentals data product to defeat a price increase imposed 
unilaterally by the merged firm.
    37. Entry into or expansion into fundamentals data is difficult, 
time consuming, and costly. New entrants into the fundamentals data 
market, particularly with respect to international fundamentals data, 
must overcome significant barriers to entry. These include the 
difficulties of arranging for collection of data on tens of thousands 
of companies on a global basis, constructing a reliable historical 
database, the need to develop local expertise in each country's 
accounting norms, and the ability to develop data normalization and 
standardization processes. Therefore, entry or expansion by any other 
firm will not be timely, likely, or sufficient to defeat an 
anticompetitive price increase.
    38. Without the constraining effect of competition between Thomson 
and Reuters, the combined firm will have a greater ability to exercise 
market power by raising its prices for fundamentals data to 
institutional financial data users without risk of losing significant 
sales to competitors.
    39. The transaction will substantially lessen competition in the 
distribution and sale of fundamentals data in violation of section 7 of 
the Clayton Act. The transaction is likely to lead to higher prices and 
reduced quality for consumers of such data.
2. Earnings Estimates Data
    40. Competition between Thomson and Reuters in the sale of earnings 
estimates data has benefited institutional financial data users.
    41. The proposed transaction will significantly increase 
concentration among suppliers of earnings estimates data, eliminating 
competition between the world's two largest suppliers of earnings 
estimates data with broad, global, and historical coverage as well as 
the two largest suppliers of estimates by datafeed. Thomson and Reuters 
have a combined share of over 70% of the worldwide market for earnings 
estimates data, and each is significantly larger than the third largest 
supplier.
    42. The proposed transaction will substantially increase the 
likelihood that Thomson and Reuters will increase the price of earnings 
estimates data to a significant number of institutional financial data 
users. The combined firm likely would increase price both to 
institutional financial data users to whom they sell estimates data 
directly, either via data feed or as part of a financial data terminal 
product sold by Thomson or Reuters, as well as to institutional 
financial data users to whom Thomson and Reuters sell indirectly, via 
resellers that offer financial data terminals in competition with 
Thomson and Reuters. The combined firm would have the incentive and 
ability to increase the cost of data sold to resellers, or to 
discontinue such supply of estimates data altogether.
    43. The response of other financial data providers will not prevent 
or undo the competitive harm that will likely result from the proposed 
merger. To the extent other providers rely on data acquired from 
Thomson or Reuters, the combined firm would control the cost and 
availability of such data. Responses by firms with independent access 
to estimates data also would be unlikely to prevent or undo the 
transaction's competitive harm. A significant number of institutional 
financial data users regard the products of Thomson and Reuters as 
their first and second choices when purchasing earnings estimates data, 
and consider earnings estimates data offered by other financial data 
providers to be distant third choices. An insufficient number of 
institutional financial data users would switch to a competing earnings 
estimates data product to defeat an anticompetitive price increase.
    44. Entry into or expansion in the distribution of earnings 
estimates data is difficult, time consuming, and costly. Firms entering 
the market face significant barriers to timely entry, including the 
difficulty and cost of replicating years or decades of historical data, 
significant human and intellectual-property resources for standardizing 
and verifying the data, and the effort and expense to establish the 
requisite business relationships with hundreds of investment banks and 
brokerage firms to collect the data. Therefore, entry or expansion by 
any other firm will not be timely, likely, or sufficient to defeat an 
anticompetitive price increase.
    45. Without the effect of competition between Thomson and Reuters, 
the combined firm will have a greater ability to exercise market power 
by raising its prices for earnings estimates data to institutional 
financial data users without risk of losing significant sales to 
competitors.
    46. The transaction will substantially lessen competition in the 
distribution and sale of earnings estimates data in violation of 
Section 7 of the Clayton Act. This is likely to lead to higher prices 
and reduced quality for consumers of such data.
3. Aftermarket Research Reports
    47. Competition between Thomson and Reuters in the distribution of 
aftermarket research reports has benefited institutional financial data 
users.
    48. The proposed transaction will significantly increase 
concentration in the distribution of aftermarket research reports. 
Thomson and Reuters have a combined market share in excess of 90%, and 
each is significantly larger than the third largest distributor of 
aftermarket research reports.
    49. The proposed transaction will substantially increase the 
likelihood that Thomson and Reuters will increase the price of their 
aftermarket research to a significant number of institutional financial 
data users.
    50. The responses of other financial data providers would not 
prevent or undo the competitive harm that will likely result from the 
proposed merger. Other firms lack the requisite relationships with 
hundreds of investment banks and brokerage firms and a comprehensive 
collection of research reports, which is both highly valued by 
institutional financial data users and extremely costly to duplicate. A 
significant number of financial data users regard the products 
distributed by Thomson and Reuters as their first and second choices 
when purchasing aftermarket research reports, and consider aftermarket 
research report distribution offered by other financial data providers 
to be distant third choices. An insufficient number of

[[Page 15200]]

institutional financial data users would switch to a competing 
aftermarket research report distributor to defeat a price increase 
imposed unilaterally by the merged firm.
    51. Entry into or expansion in the distribution of aftermarket 
research reports is difficult, time consuming, and costly. Emerging 
firms would need to expend significant resources to attempt to 
establish the business relationships with hundreds of investment banks 
and brokerage firms necessary to obtain rights for distribution, 
collect copies of thousands of existing reports of the contributors, 
and establish the technological infrastructure for selling aftermarket 
research reports. Therefore, entry or expansion by any other firm will 
not be timely, likely, or sufficient to defeat an anticompetitive price 
increase.
    52. Without competition between Thomson and Reuters, the combined 
firm will have a greater ability to exercise market power by raising 
prices to institutional financial data users for whom Thomson and 
Reuters are the only two sources of aggregated aftermarket research 
report sale and distribution.
    53. The transaction will substantially lessen competition in the 
distribution and sale of aftermarket research reports in violation of 
section 7 of the Clayton Act. This is likely to lead to higher prices 
and reduced quality for consumers of such reports.

IV. Violations Alleged

    54. The United States incorporates the allegations of paragraphs I 
through 52 above.
    55. The proposed acquisition of Reuters by Thomson would 
substantially lessen competition in interstate trade and commerce in 
violation of section 7 of the Clayton Act, 15 U.S.C. 18.
    56. Unless restrained, the transaction will have the following 
anticompetitive effects, among others:
    a. actual and potential competition between Thomson and Reuters in 
the distribution and sale of fundamentals data, earnings estimates 
data, and aftermarket research reports will be eliminated;
    b. competition generally in the sale of fundamentals data, earnings 
estimates data, and aftermarket research reports will be substantially 
lessened; and
    c. prices for fundamentals data, earnings estimates data, and 
aftermarket research reports likely will increase.

V. Request for Relief

    57. The United States requests that this Court:
    a. adjudge and decree the proposed acquisition to violate section 7 
of the Clayton Act, 15 U.S.C. 18;
    b. enjoin and restrain the Defendants and all persons acting on 
their behalf from consummating the proposed acquisition or from 
entering into or carrying out any contract, agreement, plan, or 
understanding, the effect of which would be to combine Thomson with the 
operations of Reuters;
    c. award the United States its costs for this action; and
    d. grant the United States such other and further relief as the 
Court deems just and proper.
    Respectfully submitted,

    FOR PLAINTIFF UNITED STATES OF AMERICA:
Thomas O. Barnett,
Assistant Attorney General, D.C. Bar 426840.
James J. Tierney,
Chief, Networks and Technology, Enforcement Section, D.C. Bar 
434610.
David L. Meyer,
Deputy Assistant Attorney General, D.C. Bar 414420.
Scott A. Scheele,
Assistant Chief, Networks and Technology, Enforcement Section, D.C. Bar 
429061.
Patricia A. Brink,
Deputy Director of Operations.
Robert P. Malinke, N. Scott Sacks (D.C. Bar 913087), Mary 
N. Strimel (D.C. Bar 455303), Aaron Comenetz (D.C. Bar 
479572), Adam T. Severt, Ryan S. Struve (D.C. Bar 
495406), Aaron G. Brodsky,
Attorneys, United States Department of Justice, Antitrust Division, 
Networks and Technology Enforcement Section, 600 E. Street, NW., Suite 
9500, Washington, DC 20530, (202) 307-6200.
    Dated: February 19, 2008.

United States District Court for the District of Columbia United States 
of America, Plaintiff, v. The Thomson Corporation and Reuters Group 
PLC, Defendants.

    Case: 1:08-cv-00262.
    Assigned To: Hogan, Thomas F.
    Assign. Date: 02/19/2008.
    Description: Antitrust.

Final Judgment

    Whereas, Plaintiff, United States of America, filed its Complaint 
on February 19, 2008, and the United States and Defendant The Thomson 
Corporation (``Thomson'') and Defendant Reuters Group PLC (``Reuters'') 
(collectively ``Defendants''), by their respective attorneys, have 
consented to the entry of this Final Judgment 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 
regarding any issue of fact or law;
    And whereas, Defendants agree to be bound by the provisions of this 
Final Judgment pending its approval by the Court;
    And whereas, the essence of this Final Judgment is the prompt and 
certain divestiture of certain rights or assets by the Defendants to 
assure that competition is not substantially lessened;
    And whereas, the United States requires Defendants to make certain 
divestitures for the purpose of remedying the loss of competition 
alleged in the Complaint;
    And whereas, Defendants have represented to the United States that 
the divestitures required below can and will be made and that 
Defendants will later raise no claim of hardship or difficulty as 
grounds for asking the Court to modify any of the divestiture 
provisions contained below;
    Now therefore, before any testimony is taken, without trial or 
adjudication of any issue of fact or law, and upon consent of the 
Defendants, it is ordered, adjudged and decreed:

1. Jurisdiction

    This Court has jurisdiction over the subject matter of and each of 
the Defendants to this action. The Complaint states a claim upon which 
relief may be granted against Defendants under section 7 of the Clayton 
Act, as amended, 15 U.S.C. 18.

II. Definitions

    As used in this Final Judgment:
    A. ``Acquirer(s)'' means the entity or entities to whom Defendants 
divest the Divestiture Assets.
    B. ``Reuters'' means defendant Reuters Group PLC, a United Kingdom 
corporation with its headquarters in London, England, its successors 
and assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships and joint ventures, and their directors, officers, 
managers, agents, and employees.
    C. ``Thomson'' means defendant The Thomson Corporation, an Ontario, 
Canada corporation with its headquarters in Stamford, Connecticut, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, and employees.
    D. ``Closing Date'' means the date on which the transfer of the 
Thomson Fundamentals Divestiture Assets, the Reuters Estimates 
Divestiture Assets, or the Reuters Aftermarket Research Divestiture 
Assets, as applicable, has been completed as provided in the purchase 
agreement between the divesting party and the Acquirer(s).

[[Page 15201]]

    E. ``Divestiture Assets'' means the Thomson Fundamentals 
Divestiture Assets, the Reuters Estimates Divestiture Assets, and the 
Reuters Aftermarket Research Divestiture Assets, individually or 
collectively as context may require.
    F. ``Estimates'' mean predictions by sell-side and independent 
analysts regarding the future financial performance of a company or 
security, typically with respect to key earnings metrics such as annual 
or quarterly earnings per share.
    G. ``Aftermarket Research'' means reports prepared by sell-side and 
independent analysts that include an analysis of a security, company, 
or industry (including company-specific reports and industry-wide 
reports) and that are no longer restricted (``embargoed'') as to 
recipients by the authoring firm and are generally available for sale 
to all interested purchasers.
    H. ``Fundamentals'' means data pertaining to companies and their 
financial performance, such as reportable financial statement data 
(e.g., balance sheet, cash flow and income statements), calculated 
financial ratios (e.g., annual and five-year averages for growth rates, 
profitability, leverage, asset utilization), textual profile 
information (e.g., address, identity of officers and directors), and 
per share data (e.g., earnings per share, book value per share, cash 
flow per share), that are derived from company filings and financial 
statements.
    I. ``Third-Party Owned Fundamentals'' means Fundamentals over which 
a contributor maintains an intellectual property right.
    J. ``Third-Party Owned Estimates'' means Estimates over which a 
contributor maintains an intellectual property right.
    K. ``Third-Party Owned Research'' means Aftermarket Research over 
which a contributor maintains an intellectual property right.
    L. ``Thomson Fundamentals Divestiture Assets'' means the tangible 
and intangible assets described in Schedule I Paragraphs A, B and G.
    M. ``Reuters Estimates Divestiture Assets'' means the tangible and 
intangible assets described in Schedule I Paragraphs C, D and G.
    N. ``Reuters Aftermarket Research Divestiture Assets'' means the 
tangible and intangible assets described in Schedule I Paragraphs E, F 
and G.
    O. ``Direct Content Datafeeds'' means datafeeds delivered using FTP 
(file transfer protocol), CD or DVD media, or other industry standard 
technology, offering data within a discrete content set (i.e., Thomson 
Fundamentals or Reuters Estimates), including such data delivered by or 
through redistributors, where (i) the datafeed can be disaggregated 
from other product(s) provided by the seller without causing 
significant disruption to the customer's (or redistributor's) 
operations; and (ii) the customer's (or redistributor's) contract for 
the purchase of the datafeed allocates a price for such datafeed.

III. Applicability

    A. This Final Judgment applies to Thomson and Reuters, as defined 
above, and all other persons in active concert or participation with 
any of them who receive actual notice of this Final Judgment by 
personal service or otherwise.
    B. If, prior to complying with section iv and VI of this Final 
Judgment, Defendants sell or otherwise dispose of all or substantially 
all of their assets or of lesser business units that include the 
Divestiture Assets, they shall require the purchaser to be bound by the 
provisions of this Final Judgment. Defendants need not obtain such an 
agreement from the acquirers of the assets divested pursuant to this 
Final Judgment.

IV. Divestitures

    A. Defendants are ordered and directed, within sixty (60) calendar 
days after the filing of the Complaint in this matter, or five (5) 
calendar days after notice of the entry of this Final Judgment by the 
Court, whichever is later, to divest the Divestiture Assets in a manner 
consistent with this Final Judgment to an Acquirer(s) acceptable to the 
United States, in its sole discretion. The United States, in its sole 
discretion, may agree to one or more extensions of this time period not 
to exceed sixty (60) calendar days in total, and shall notify the Court 
in such circumstances. Defendants shall use their best efforts to 
divest the Divestiture Assets as expeditiously as possible.
    B. In accomplishing the divestitures ordered by this Final 
Judgment, Defendants promptly shall make known, by usual and customary 
means, the availability of the Divestiture Assets. Defendants shall 
inform any person making inquiry regarding a possible purchase of the 
Divestiture Assets that they are being divested pursuant to this Final 
Judgment and provide that person with a copy of this Final Judgment. 
Unless the United States otherwise consents in writing, Defendants 
shall offer to furnish to all prospective Acquirers, subject to 
customary confidentiality assurances, all financial, operational, 
technical, and other information and documents relating to the 
Divestiture Assets customarily provided in a due diligence process 
except such information or documents subject to the attorney-client 
privileges or work-product doctrine. Defendants shall make available 
such information to the United States and the Monitoring Trustee at the 
same time that such information is made available to any other person.
    C. Defendants shall provide the Acquirer(s), the United States, and 
the Monitoring Trustee information relating to the personnel involved 
in the development, production, maintenance, and operation of the 
Divestiture Assets, as described in Schedule 2, to enable the 
Acquirer(s) to make offers of employment. Defendants shall permit 
prospective Acquirers of the Divestiture Assets to have reasonable 
access to personnel described in Schedule 2 and shall not interfere 
with any negotiations by the Acquirer(s) to employ any such personnel. 
With respect to any such personnel who receive an offer of employment 
from the Acquirer(s), Defendants shall (1) Not prevent, prohibit or 
restrict or threaten to prevent, prohibit or restrict such personnel 
from being employed by the Acquirer(s) nor offer any incentive to 
decline employment with the Acquirer(s); and (2) cooperate with the 
Acquirer(s) in effecting the transfer of such personnel and amend or 
waive any provisions of employment agreements, stock options or other 
employee benefit arrangements so that such personnel do not suffer 
adverse consequences as a result of their negotiations with or 
acceptance of employment by the Acquirer(s).
    D. For a period of eighteen (18) months from the filing of the 
Complaint in this matter, Defendants shall not solicit to hire, or 
hire, any individual described on Schedule 2 hired by the Acquirer(s), 
unless such individual is terminated or laid off by the Acquirer(s), or 
the Acquirer(s) agree that Defendants may solicit and employ that 
individual.
    E. Defendants shall warrant to the Acquirer(s) that the copies of 
the Thomson Fundamentals Databases, Reuters Estimates Databases, and 
Reuters Aftermarket Research Databases (as defined in Schedule 1) 
provided as part of the Divestiture Assets are the complete, identical 
database(s) as maintained by Defendants in the ordinary course of their 
business, subject to any exclusion for third-party content as permitted 
by this Final Judgment, and that such copies shall be in an industry-
standard format that allows the Acquirer(s) to access and use the data. 
Defendants shall also warrant that all other Divestiture Assets,

[[Page 15202]]

including copies of software, documents, documentation and data, are 
complete and accurate copies of the materials as maintained by the 
Defendants in the ordinary course of their business.
    F. Defendants shall not take any action that will impede in any way 
the operation or divestiture of the Divestiture Assets or the operation 
of any agreement(s) for transitional support services described in 
section IV.K herein.
    G. Unless the United States in its sole discretion provides written 
consent, the Defendants shall not enter any new exclusive contribution 
agreements with contributors of Estimates or Aftermarket Research, nor 
expand the scope or degree of exclusivity of any existing such 
exclusive contribution agreements, nor renew any such agreement for a 
term that exceeds one (1) year duration, from the date of filing of 
this Final Judgment until two (2) years after the date of entry of this 
Final Judgment.
    H. With respect to each investment bank or other contributor that, 
as of the date of filing of the Complaint and pursuant to contract, 
provides (1) Aftermarket Research; (2) Estimates; or (3) other third-
party contributor data used by Reuters to compile, produce, operate, or 
maintain the Reuters Estimates Databases or the Reuters Aftermarket 
Research Databases (as defined in Schedule 1), Defendants shall use 
their best efforts (which obligation shall not require Defendants to 
overcome commercially unreasonable refusals to consent to assignment) 
to procure the assignment of such contract to the Acquirer(s) on or 
before the Closing Date. In the case of any investment bank or other 
contributor unwilling to consent to assignment or whose contract cannot 
otherwise be assigned to an Acquirer on or before the Closing Date, 
Defendants shall:
    1. Assist the Acquirer(s) in reaching contribution agreements 
directly with such investment bank or other contributor as promptly as 
possible, including waiving any exclusivity provisions with such 
investment bank or other contributor as needed; and
    2. grant the Acquirer(s) redistribution rights to the contributed 
content to the maximum extent allowable under the contributor's 
contract with Reuters, assisting the Acquirer(s) to put into place any 
arrangements for the Acquirer's redistribution of the contributed 
content, including seeking all needed consents. Provided, however, that 
Reuters may terminate such redistribution rights with respect to a 
particular third party once the Acquirer concludes any arrangement for 
the supply of the contributed content directly from that third party.
    The Defendants' obligations pursuant to subparagraphs I and 2 above 
shall cease at the earlier of: (1) The date on which the Acquirer(s) of 
the Reuters Estimates Divestiture Assets and the Reuters Aftermarket 
Research Divestiture Assets have contribution agreements with eighty 
percent (80%) of the firms that provided Aftermarket Research and/or 
Estimates to Reuters pursuant to contract as of the filing date of the 
Complaint, twenty-two (22) of the twenty-five (25) contributors listed 
on Schedule 3 (as to the Acquirer of the Reuters Estimates Divestiture 
Assets), and twenty-two (22) of the twenty-five (25) contributors 
listed on Schedule 4 (as to the Acquirer of the Reuters Aftermarket 
Research Divestiture Assets); or (2) two (2) years after the date of 
entry of this Final Judgment. The Defendants shall not charge the 
Acquirer(s) for any redistribution rights pursuant to subparagraph 2 
above, except that the Acquirer(s) shall pay any fee imposed by the 
investment bank or other contributor for distribution of such content, 
and the non-price terms of such redistribution arrangements shall be 
consistent with the most favorable (to the redistributor) non-price 
terms of Reuters' agreements with other redistributors of similar 
content.
    I. With respect to any contracts for the provision of Fundamentals 
or other third-party contributor data that Thomson uses in the 
compilation, production, operation, updating or maintenance of the 
Thomson Fundamentals Databases as of the date of filing of the 
Complaint, Defendants shall use their best efforts (which obligation 
shall not require Defendants to overcome commercially unreasonable 
refusals to consent to assignment) to procure the assignment of such 
contracts to the Acquirer on or before the Closing Date. In the case of 
any third party unwilling to consent to assignment or whose contract 
cannot otherwise be assigned to an Acquirer on or before the Closing 
Date, for a period of two years from the filing date of the Complaint, 
Defendants shall:
    1 . Assist the Acquirer in reaching a supply agreement directly 
with such third party as promptly as possible, including waiving any 
exclusivity provisions with such third party as needed; and
    2. Grant the Acquirer redistribution rights to the contributed 
content to the maximum extent allowable under the contributor's 
contract with Thomson, assisting the Acquirer(s) to put into place any 
arrangements for the Acquirer's redistribution of the contributed 
content, including seeking all needed consents.
    Provided, however, that Thomson may terminate such redistribution 
rights with respect to a particular third party once the Acquirer 
concludes any arrangement for the supply of the contributed content 
directly from that, third party.
    J. Defendants shall provide for delivery of contracts for the 
contribution of Aftermarket Research, Estimates, and/or Fundamentals, 
and for copies of Third-Party Owned Aftermarket Research, Estimates, 
Fundamentals, or other third-party contributor data as described above 
to the Acquirer(s) as follows:
    1 . To the extent the necessary third party consents are obtained 
on or before the Closing Date, the contracts and copies of contributed 
content shall be delivered to the Acquirer(s) as part of the 
Divestiture Assets;
    2. To the extent the necessary third party consents are not 
obtained on or before the Closing Date, Defendants shall preserve 
copies of the contributed content for release to the Acquirer(s) upon 
receipt of the necessary third party consents. Defendants' obligation 
to preserve such copies shall terminate at the earlier of: (i) The date 
that all preserved copies have been provided to the Acquirer(s); or 
(ii) Defendants' satisfaction of their obligations pursuant to section 
IV.H and IV.I of this Final Judgment; and
    3. For each contributor from whom consent is obtained after the 
Closing Date but before Defendants satisfy their obligations pursuant 
to section IV.H and IV.I of this final judgment, defendants shall 
deliver to the acquirer(s), the contributor contract, preserved copies 
of the content and all intervening updates in machine readable form 
necessary to bring the Acquirer's database current with respect to that 
contributor.
    K. At the option of the Acquirer(s), the Defendants shall enter 
into a transitional support services agreement on customary and 
commercially reasonable terms and conditions to be approved by the 
United States in its sole discretion, for a period of up to twelve (12) 
months from the Closing Date (and, in the case of the Thomson 
Fundamentals Divestiture Assets or the Reuters Estimates Divestiture 
Assets, at the option of the Acquirer(s), for one additional six (6) 
month period). Such agreement(s) shall be designed to enable the 
Acquirer(s) to compete effectively in the distribution of Fundamentals, 
Estimates, or Aftermarket Research for financial data users, 
specifically including institutional users, and shall

[[Page 15203]]

include, to the extent requested by the Acquirer(s):
    1. Consulting and support services sufficient to give that Acquirer 
a full understanding of the structure and content of all Fundamentals, 
Estimates, and/or Aftermarket Research data divested to that Acquirer; 
and
    2. Regular updates to the Fundamentals, Estimates, and/or 
Aftermarket Research data divested to that Acquirer, provided on the 
same schedule and with the same timeliness, content, and quality as the 
updates are provided to the Defendants' customers receiving Thomson 
Fundamentals, Reuters Estimates, or Reuters Aftermarket Research, 
respectively, subject to any redistribution restrictions on any such 
updates imposed by any third party content owner.
    L. Unless the United States otherwise consents in writing, the 
divestiture(s) pursuant to Section IV or Section VI of this Final 
Judgment shall include the entire Divestiture Assets, and shall be 
accomplished in such a way as to satisfy the United States, in its sole 
discretion, that the Divestiture Assets can and will be used by the 
Acquirer(s) as part of a viable, ongoing business of the distribution 
of Fundamentals, Estimates, or Aftermarket Research for financial data 
users, specifically including institutional users. Divestiture of the 
Divestiture Assets may be made to one or more Acquirers, provided that 
in each instance it is demonstrated to the sole satisfaction of the 
United States that the Divestiture Assets will remain viable and the 
divestiture of such assets will remedy the competitive harm alleged in 
the Complaint. The divestitures, whether pursuant to section IV or 
section VI of this Final Judgment,
    (1) Shall be made to an Acquirer(s) that, in the United States's 
sole judgment, has the intent and capability (including the necessary 
managerial, operational, technical and financial capability) of 
competing effectively in the business of distribution of Fundamentals, 
Estimates, or Aftermarket Research for financial data users, 
specifically including institutional users; and
    (2) Shall be accomplished so as to satisfy the United States, in 
its sole discretion, that none of the terms of any agreement between an 
Acquirer(s) and Defendants give Defendants the ability unreasonably to 
raise the Acquirer's costs, to lower the Acquirer's efficiency, or 
otherwise to interfere in the ability of the Acquirer to compete 
effectively.

V. Appointment of Monitoring Trustee

    A. Upon the filing of this Final Judgment, the United States may, 
in its sole discretion and in good faith consultation with the European 
Commission, appoint a Monitoring Trustee, subject to approval by the 
Court.
    B. The Monitoring Trustee shall have the power and authority to 
monitor Defendants' compliance with the terms of this Final Judgment 
and the Asset Preservation Stipulation and Order entered by this Court 
and shall have such powers as this Court deems appropriate. Subject to 
Section V.D of this Final Judgment, the Monitoring Trustee may hire at 
the cost and expense of Thomson any consultants, accountants, 
attorneys, or other persons, who shall be solely accountable to the 
Monitoring Trustee, reasonably necessary in the Monitoring Trustee's 
judgment.
    C. Defendants shall not object to actions taken by the Monitoring 
Trustee in fulfillment of the Monitoring Trustee's responsibilities 
under any Order of this Court on any ground other than the Monitoring 
Trustee's malfeasance. Any such objections by Defendants must be 
conveyed in writing to the United States and the Monitoring Trustee 
within ten (10) calendar days after the action taken by the Monitoring 
Trustee giving rise to the Defendants' objection.
    D. The Monitoring Trustee shall serve at the cost and expense of 
Thomson, on such terms and conditions as the United States approves. 
The compensation of the Monitoring Trustee and any consultants, 
accountants, attorneys, and other persons retained by the Monitoring 
Trustee shall be on reasonable and customary terms commensurate with 
the individuals' experience and responsibilities.
    E. The Monitoring Trustee shall have no responsibility or 
obligation for the operation of Defendants' businesses.
    F. Defendants shall use their best efforts to assist the Monitoring 
Trustee in monitoring Defendants' compliance with their individual 
obligations under this Final Judgment and under the Asset Preservation 
Stipulation and Order. The Monitoring Trustee and any consultants, 
accountants, attorneys, and other persons retained by the Monitoring 
Trustee shall have full and complete access to the personnel, books, 
records, and facilities relating to the Divestiture Assets, subject to 
reasonable protection for trade secret or other confidential research, 
development, or commercial information or any applicable privileges. 
Defendants shall take no action to interfere with or to impede the 
Monitoring Trustee's accomplishment of its responsibilities.
    G. After its appointment, the Monitoring Trustee shall file monthly 
reports with the United States and the Court setting forth the 
Defendants' efforts to comply with their individual obligations under 
this Final Judgment and under the Asset Preservation Stipulation and 
Order. To the extent such reports contain information that the trustee 
deems confidential, such reports shall not be filed in the public 
docket of the Court.
    H. The Monitoring Trustee shall serve until the divestiture of all 
the Divestiture Assets is finalized pursuant to either section IV or 
section VI of this Final Judgment and any agreement(s) for transitional 
support services described in section IV.K herein have expired.

VI. Appointment of Divestiture Trustee

    A. If Defendants have not divested the Divestiture Assets within 
the time period specified in section IV.A, Defendants shall notify the 
United States of that fact in writing. Upon application of the United 
States, the Court shall appoint a Divestiture Trustee selected by the 
United States in good faith consultation with the European Commission 
and approved by the Court to effect the divestiture of the Divestiture 
Assets.
    B. After the appointment of a Divestiture Trustee becomes 
effective, only the Divestiture Trustee shall have the right to sell 
the Divestiture Assets. The Divestiture Trustee shall have the power 
and authority to accomplish the divestiture to an Acquirer(s) 
acceptable to the United States at such price and on such terms as are 
then obtainable upon reasonable effort by the Divestiture Trustee, 
subject to the provisions of sections IV and VI of this Final Judgment, 
and shall have such other powers as this Court deems appropriate. 
Subject to section VI.D of this Final Judgment, the Divestiture Trustee 
may hire at the cost and expense of Defendants any investment bankers, 
attorneys, or other agents, who shall be solely accountable to the 
Divestiture Trustee, reasonably necessary in the Divestiture Trustee's 
judgment to assist in the divestiture.
    C. Defendants shall not object to a sale by the Divestiture Trustee 
on any ground other than the Divestiture Trustee's malfeasance. Any 
such objections by Defendants must be conveyed in writing to the United 
States and the Divestiture Trustee within ten (10) calendar days after 
the Divestiture Trustee has provided the notice required under Section 
VII. The

[[Page 15204]]

Divestiture Trustee shall serve at the cost and expense of Defendants, 
on such terms and conditions as the United States approves, and shall 
account for all monies derived from the sale of the assets sold by the 
Divestiture Trustee and all costs and expenses so incurred. After 
approval by the Court of the Divestiture Trustee's accounting, 
including fees for its services and those of any professionals and 
agents retained by the Divestiture Trustee, all remaining money shall 
be paid to Defendants and the trust shall then be terminated. The 
compensation of the Divestiture Trustee and any professionals and 
agents retained by the Divestiture Trustee shall be reasonable in light 
of the value of the Divestiture Assets and based on a fee arrangement 
providing the Divestiture Trustee with an incentive based on the price 
and terms of the divestiture and the speed with which it is 
accomplished, but timeliness is paramount.
    E. Defendants shall use their best efforts to assist the 
Divestiture Trustee in accomplishing the required divestiture. The 
Divestiture Trustee and any consultants, accountants, attorneys, and 
other persons retained by the Divestiture Trustee shall have full and 
complete access to the personnel, books, records, and facilities of the 
business to be divested, and Defendants shall develop financial and 
other information relevant to such business as the Divestiture Trustee 
may reasonably request, subject to reasonable protection for trade 
secret or other confidential research, development, or commercial 
information. Defendants shall take no action to interfere with or to 
impede the Divestiture Trustee's accomplishment of the divestiture.
    F. After its appointment, the Divestiture Trustee shall file 
monthly reports with the United States and the Court setting forth the 
Divestiture Trustee's efforts to accomplish the divestiture ordered 
under this Final Judgment. To the extent such reports contain 
information that the Divestiture Trustee deems confidential, such 
reports shall not be filed in the public docket of the Court. Such 
reports shall include the name, address, and telephone number of each 
person who, during the preceding month, made an offer to acquire, 
expressed an interest in acquiring, entered into negotiations to 
acquire, or was contacted or made an inquiry about acquiring, any 
interest in the Divestiture Assets, and shall describe in detail each 
contact with any such person. The Divestiture Trustee shall maintain 
full records of all efforts made to divest the Divestiture Assets.
    G. If the Divestiture Trustee has not accomplished the divestiture 
ordered under this Final Judgment within six months after its 
appointment, the Divestiture Trustee shall promptly file with the Court 
a report setting forth (1) The Divestiture Trustee's efforts to 
accomplish the required divestiture, (2) the reasons, in the 
Divestiture Trustee's judgment, why the required divestiture has not 
been accomplished, and (3) the Divestiture Trustee's recommendations. 
To the extent such reports contain information that the Divestiture 
Trustee deems confidential, such reports shall not be filed in the 
public docket of the Court. The Divestiture Trustee shall at the same 
time furnish such report to the United States which shall have the 
right to make additional recommendations consistent with the purpose of 
the trust. The Court thereafter shall enter such orders as it shall 
deem appropriate to carry out the purpose of the Final Judgment, which 
may, if necessary, include extending the trust and the term of the 
Divestiture Trustee's appointment by a period requested by the United 
States.

VII. Notice of Proposed Divestiture

    A. Within two (2) business days following execution of a definitive 
divestiture agreement, Defendants or the Divestiture Trustee, whichever 
is then responsible for effecting the divestiture required herein, 
shall notify the United States and the Monitoring Trustee of any 
proposed divestiture required by section IV or VI of this Final 
Judgment. If the Divestiture Trustee is responsible, it shall similarly 
notify Defendants and the Monitoring Trustee. The notice shall set 
forth the details of the proposed divestiture and list the name, 
address, and telephone number of each person not previously identified 
who offered or expressed an interest in or desire to acquire any 
ownership interest in the Divestiture Assets, together with full 
details of the same.
    B. Within fifteen (15) calendar days of receipt by the United 
States of such notice, the United States may request from Defendants, 
the proposed Acquirer(s), any other third party, or the Divestiture 
Trustee, if applicable, additional information concerning the proposed 
divestiture, the proposed Acquirer(s), and any other potential 
Acquirer. Defendants and the Divestiture Trustee shall furnish any 
additional information requested within fifteen (15) calendar days of 
the receipt of the request, unless the Defendants shall otherwise 
agree.
    C. Within thirty (30) calendar days after receipt of the notice or 
within twenty (20) calendar days after the United States has been 
provided the additional information requested from Defendants, the 
proposed Acquirer(s), any third party, and the Divestiture Trustee, 
whichever is later, the United States shall provide written notice to 
Defendants and the Divestiture Trustee, if there is one, stating 
whether or not it objects to the proposed divestiture. If the United 
States provides written notice that it does not object, the divestiture 
may be consummated, subject only to Defendants' limited right to object 
to the sale under section VI.C of this Final Judgment. Absent written 
notice that the United States does not object to the proposed 
Acquirer(s) or upon objection by the United States, a divestiture 
proposed under section IV or section VI shall not be consummated. Upon 
objection by Defendants under section VI.C, a divestiture proposed 
under section VI shall not be consummated unless approved by the Court.

VIII. Financing

    Defendants shall not finance all or any part of any purchase made 
pursuant to Section IV or VI of this Final Judgment.

IX. Preservation of Assets

    Until the divestiture required by this Final Judgment has been 
accomplished, Defendants shall take all steps necessary to comply with 
the Asset Preservation Stipulation and Order entered by this Court. 
Defendants shall take no action that would jeopardize the divestiture 
ordered by this Court.

X. Affidavits

    A. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, and every thirty (30) calendar days thereafter until 
the divestiture has been completed under section IV or VI, defendants 
shall deliver to the United States and the monitoring trustee an 
affidavit as to the fact and manner of its compliance with section IV 
or VI of this Final Judgment. Each such affidavit shall include the 
name, address, and telephone number of each person who, during the 
preceding thirty (30) calendar days, made an offer to acquire, 
expressed an interest in acquiring, entered into negotiations to 
acquire, or was contacted or made an inquiry about acquiring, any 
interest in the Divestiture Assets, and shall describe in detail each 
contact with any such person during that period. Each such affidavit 
shall also include a description of the efforts Defendants have taken 
to solicit buyers for the Divestiture Assets, and to provide required 
information to prospective Acquirers, including the

[[Page 15205]]

limitations, if any, on such information. Assuming the information set 
forth in the affidavit is true and complete, any objection by the 
United States to information provided by Defendants, including 
limitation on information, shall be made within fourteen (14) calendar 
days of receipt of such affidavit.
    B. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, Defendants shall deliver to the United States and the 
Monitoring Trustee an affidavit that describes in reasonable detail all 
actions Defendants have taken and all steps Defendants have implemented 
on an ongoing basis to comply with section IX of this Final Judgment. 
Defendants shall deliver to the United States and the Monitoring 
Trustee an affidavit describing any changes to the efforts and actions 
outlined in Defendants' earlier affidavits filed pursuant to this 
section within fifteen (15) calendar days after the change is 
implemented.
    C. Defendants shall keep all records of all efforts made to 
preserve and divest the Divestiture Assets until one year after such 
divestiture has been completed.

XI. Comp