United States v. International Paper Company et al.; Proposed Final Judgment and Competitive Impact Statement, 10560-10572 [2012-3975]

Agencies

• Antitrust Division
• Department of Justice

[Federal Register Volume 77, Number 35 (Wednesday, February 22, 2012)]
[Notices]
[Pages 10560-10572]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-3975]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. International Paper Company et al.; Proposed 
Final Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16(b)-(h), that a proposed Final 
Judgment, Asset Preservation Stipulation and Order, and Competitive 
Impact Statement have been filed with the United States District Court 
for the District of Columbia in United States v. International Paper 
Company et al., Civil Action No. 1:12-cv-00227. On February 10, 2012, 
the United States filed a Complaint alleging that the proposed 
acquisition by International Paper Company of Temple-Inland Inc. would 
violate Section 7 of the Clayton Act, 15 U.S.C. 18. The proposed Final 
Judgment, filed at the same time as the Complaint, requires the 
divestiture of Temple-Inland's containerboard mills in Waverly, Tenn., 
and Ontario, Calif., and either International Paper's containerboard 
mill in Oxnard, Calif., or International Paper's containerboard mill in 
Henderson, Ky., but not both of those mills.
    A Competitive Impact Statement filed by the United States describes 
the Complaint, the proposed Final Judgment, the industry, and the 
remedies available to private litigants who may have been injured by 
the alleged violation.
    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, 450 Fifth 
Street NW., Suite 1010, 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 Joshua H. Soven, Chief, Litigation I Section, Antitrust Division, 
U.S. Department of Justice, 450 Fifth Street NW., Suite 4100, 
Washington, DC 20530, (telephone: 202-307-0827).

Patricia A. Brink,
Director of Civil Enforcement.

United States District Court For the District of Columbia

    United States of America, U.S. Department of Justice, Antitrust 
Division, Litigation I Section, 450 Fifth Street NW., Suite 4100, 
Washington, DC 20530, Plaintiff, v. International Paper Company, 
6400 Poplar Avenue, Memphis, TN 38197, and Temple-Inland Inc., 1300 
MoPac Expressway South, Third Floor, Austin, TX 78746, Defendants.


[[Page 10561]]


Case: 1:12-cv-00227.
Assigned To: Collyer, Rosemary M.
Assign Date: 2/10/2012.
Description: Antitrust.

Complaint

    The United States of America, acting under the direction of the 
Attorney General of the United States, brings this civil action to 
enjoin International Paper Company (``International Paper'') from 
acquiring Temple-Inland Inc. (``Temple-Inland''). Plaintiff alleges as 
follows:

I. Nature of the Action

    1. On September 6, 2011, International Paper agreed to acquire 
Temple-Inland in a transaction valued at $4.3 billion. International 
Paper and Temple-Inland are, respectively, the largest and third-
largest producers of containerboard in the United States and Canada 
(which the paper industry and this Complaint refer to collectively as 
``North America''). Containerboard is the paper that is used to make 
corrugated boxes.
    2. The proposed merger would increase International Paper's share 
of the containerboard capacity in North America from approximately 26 
to 37 percent. After the merger, the combined firm would likely reduce 
containerboard output, raising containerboard prices throughout North 
America. International Paper would also likely accommodate its large 
rivals' efforts to raise containerboard prices by reducing their own 
output, making such price increases more likely. These higher 
containerboard prices would, in turn, raise the prices of corrugated 
boxes.
    3. Because International Paper's proposed merger with Temple-Inland 
is likely to substantially lessen competition in violation of Section 7 
of the Clayton Act, 15 U.S.C. 18, the Court should permanently enjoin 
this merger.

II. Jurisdiction, Venue, and Interstate Commerce

    4. The United States brings this action under Section 15 of the 
Clayton Act, 15 U.S.C. 25, seeking injunctive and other equitable 
relief from the defendants' violation of Section 7 of the Clayton Act, 
15 U.S.C. 18.
    5. International Paper and Temple-Inland sell containerboard, 
corrugated boxes, and other industrial products throughout the United 
States. They engage in interstate commerce and in activities 
substantially affecting interstate commerce.
    6. The Court has subject-matter jurisdiction over this action under 
Section 15 of the Clayton Act, 15 U.S.C. 25; and 28 U.S.C. 1331, 
1337(a), and 1345.
    7. Defendants have consented to personal jurisdiction in this 
District. The Court also has personal jurisdiction over the defendants 
under Section 12 of the Clayton Act, 15 U.S.C. 22.
    8. Defendants have consented to venue in this District. Venue is 
also proper in this District under Section 12 of the Clayton Act, 15 
U.S.C. 22, and 28 U.S.C. 1391.

III. Defendants and the Transaction

    9. International Paper is a corporation organized and existing 
under the laws of the State of New York, with its headquarters in 
Memphis, Tennessee. International Paper owns and operates 12 
containerboard mills and 133 plants that convert containerboard into 
corrugated boxes (``box plants'') in the United States. In 2010, 
International Paper's annual revenues were approximately $25.2 billion, 
with its North American Industrial Packaging Group, which produces 
containerboard and corrugated products, accounting for $8.4 billion.
    10. Temple-Inland is a corporation organized and existing under the 
laws of the State of Delaware, with its headquarters in Austin, Texas. 
Temple-Inland owns and operates seven containerboard mills and 53 box 
plants in the United States. In 2010, Temple-Inland's annual revenues 
were approximately $3.8 billion, with its corrugated-packaging business 
accounting for $3.2 billion.

IV. The Relevant Market

A. Relevant Product Market: Containerboard

    11. The relevant product market for analyzing the likely effects of 
the proposed merger is containerboard. There are two types of 
containerboard: (1) Linerboard, the paper that forms the inner and 
outer facings of a corrugated sheet; and (2) medium, the paper that is 
inserted between the inner and outer linerboards in a wavy, fluted 
pattern. Linerboard is made from virgin wood fiber, recycled fiber 
(usually ``old corrugated containers,'' or ``OCC''), or a combination 
of both virgin and recycled fibers. Medium is typically made from 
recycled fiber, but can also be made from virgin fibers or a 
combination of recycled and virgin fibers.
    12. Linerboard and medium are relatively undifferentiated products. 
The linerboard made by one North American producer is substantially the 
same as the linerboard made by other producers. The medium made by the 
various producers is also substantially the same.
    13. Although linerboard and medium are typically produced on 
different machines and have different performance characteristics, it 
is appropriate to view them as a single relevant product market because 
(1) containerboard producers and their customers generally regard 
competition in terms of a single containerboard market, not separate 
markets for linerboard and medium, and (2) analyzing them as separate 
products would not significantly alter the market shares or the 
analysis of the proposed merger's competitive effects.
    14. Producers manufacture containerboard at mills and then ship it 
to box plants. At box plants, a large machine called a corrugator 
combines the linerboard and medium into rigid corrugated sheets. Box 
plants then convert the sheets into corrugated packaging, including 
corrugated boxes and displays. The work performed at box plants is 
sometimes divided between separate facilities called sheet feeders 
(which combine linerboard and medium into corrugated sheets) and sheet 
plants (which convert the sheets into corrugated boxes). Containerboard 
typically is the largest cost component of a corrugated box, accounting 
for a majority of the price.
    15. For box manufacturers, there is no reasonable substitute for 
containerboard: Boxes made from other types of paper lack the required 
performance characteristics, such as the necessary strength, basis 
weight, and thickness. Furthermore, for box customers, there is no 
reasonable substitute for corrugated boxes: Other products used to 
carry and transport goods, such as returnable plastic containers, are 
typically too expensive or lack the required performance 
characteristics to serve as a commercially viable alternative.
    16. Consequently, a small but significant increase in the price of 
containerboard in North America is unlikely to cause a sufficient 
number of containerboard or corrugated box customers to switch to other 
types of products such that the price increase would be unprofitable. 
Therefore, containerboard is a relevant product market and a ``line of 
commerce'' within the meaning of Section 7 of the Clayton Act.

B. Relevant Geographic Market: North America

    17. The relevant geographic market for analyzing the likely effects 
of the proposed merger on the production and sale of containerboard is 
North America.
    18. Containerboard produced outside of North America is not a 
commercially viable substitute for containerboard produced in North 
America due to

[[Page 10562]]

higher transportation costs, volatile and unfavorable currency exchange 
rates, lower-quality fiber, and other disadvantages. Because of these 
disadvantages, containerboard produced outside of North America 
accounts for less than one percent of the containerboard sold in North 
America.
    19. Consequently, a small but significant increase in the price of 
containerboard in North America is unlikely to cause a sufficient 
number of customers of containerboard or corrugated boxes to switch to 
containerboard produced outside of North America to make the price 
increase unprofitable. Therefore, North America is a relevant 
geographic market and a ``section of the country'' within the meaning 
of Section 7 of the Clayton Act for the production and sale of 
containerboard.

V. Likely Anticompetitive Effects

    20. The proposed merger would likely substantially lessen 
competition in the production and sale of containerboard in North 
America. International Paper controls approximately 26 percent of North 
American containerboard capacity, and Temple-Inland controls 
approximately 11 percent. Thus, as alleged in paragraph 2, the proposed 
merger would give International Paper control over approximately 37 
percent of North American containerboard capacity. Post-merger, the 
four largest producers would control approximately 74 percent of that 
capacity. A number of smaller producers, none with a share higher than 
three percent, account for the remainder of the market.
    21. Using a standard concentration measure called the Herfindahl-
Hirschman Index (or ``HHI,'' defined and explained in Appendix A), the 
proposed merger would significantly raise market concentration and 
result in a moderately concentrated market, producing an HHI increase 
of approximately 605 and a post-merger HHI of approximately 2,025. The 
defendants' combined market share (approximately 37 percent), coupled 
with the significant increase in market concentration (605), exceed the 
levels that courts have found to create a presumption that a proposed 
merger likely would substantially lessen competition.
    22. The proposed merger is likely to cause International Paper to 
engage in unilateral conduct that would raise the market price of 
containerboard. In the containerboard industry, there is a close 
relationship between the market price and industry output. All else 
equal, when industry output grows, the market price of containerboard 
falls, and as industry output shrinks, the market price of 
containerboard rises. Because of this close relationship, a 
containerboard producer can raise the market price of containerboard by 
strategically reducing output, for example, by idling containerboard 
machines or closing mills. When a producer significantly reduces 
output, it loses profits on the output that it removed, but it gains 
profits (from the resulting higher price) on the output that remains.
    23. A producer's willingness to raise the market price by reducing 
output depends on its size: As a producer grows larger, it is more 
likely to profit from strategically reducing output because it will 
have more sales at the higher price to offset the lost sales on the 
reduced output. In contrast, a small producer is unlikely to profit 
from reducing output because it will not have sufficient remaining 
sales at the higher price, making the reduction unprofitable.
    24. By combining the containerboard capacity of International Paper 
and Temple-Inland, the proposed merger would significantly expand the 
volume of containerboard over which International Paper would benefit 
from a price increase. With that additional volume, International Paper 
would likely find it profitable to strategically reduce containerboard 
output, for example, by idling containerboard machines or closing 
mills. As described generally in paragraphs 22-23, although 
International Paper would lose profits on the output that it removed, 
it would gain even greater profits on the output that remains.
    25. The proposed merger would also likely cause International Paper 
to engage in parallel accommodating conduct. Due to its additional 
containerboard volume obtained as a result of the merger, International 
Paper would benefit more from a price increase after the proposed 
merger. Thus, if a large rival attempted to raise the market price by 
reducing output, International Paper would likely accommodate its 
rival's actions by reducing or not increasing its own output. The rival 
would thus be likely to increase the market price by reducing output 
after International Paper and Temple-Inland complete the proposed 
merger.

VI. Absence of Countervailing Factors

    26. Supply responses from competitors or potential competitors will 
not prevent the likely anticompetitive effects of the proposed merger. 
Virtually all existing North American containerboard producers are 
capacity-constrained and have other operational limitations that would 
prevent them from significantly expanding output using their existing 
machines in response to a post-merger increase in the price of 
containerboard. North American producers are also unlikely to respond 
to a domestic price increase by diverting a significant amount of their 
containerboard exports to the North American market.
    27. Entry and expansion in the containerboard market through the 
construction of new containerboard mills or machines also are unlikely 
to occur in a timely manner or on a scale sufficient to undo the 
competitive harm that the proposed merger would produce. New entry 
typically requires investing hundreds of millions of dollars in 
equipment and facilities, obtaining extensive environmental permits, 
and establishing a reliable distribution system. Competitors are 
unlikely to build new containerboard mills or install new 
containerboard machines in response to a small but significant price 
increase, or do so quickly enough to defeat one.
    28. Defendants cannot demonstrate cognizable, merger-specific 
efficiencies that are sufficient to reverse the proposed merger's 
anticompetitive effects.

VII. Violation Alleged

    29. The United States hereby incorporates paragraphs 1 through 28.
    30. International Paper's proposed merger with Temple-Inland would 
likely substantially lessen competition in the market for 
containerboard, in violation of Section 7 of the Clayton Act, 15 U.S.C. 
18.
    31. Unless enjoined, the proposed merger would likely have the 
following effects, among others:
    a. Competition between International Paper and Temple-Inland for 
the sale of containerboard would be eliminated;
    b. Competition generally in the sale of containerboard in North 
America would likely be substantially lessened; and
    c. Prices for containerboard in North America would likely increase 
to levels above those that would prevail absent the proposed merger.

VIII. Requested Relief

    32. Plaintiff requests that this Court:
    a. Adjudge and decree that the proposed merger violates Section 7 
of the Clayton Act, 15 U.S.C. 18;
    b. Preliminarily and permanently enjoin the defendants from 
carrying out the proposed merger or from entering into or carrying out 
any other agreement, understanding, or plan, the effect of which would 
be to bring the containerboard business of International

[[Page 10563]]

Paper and Temple-Inland under common ownership or control;
    c. Award plaintiff its costs in this action; and
    d. Award plaintiff such other relief as may be just and proper.

Dated: February 10, 2012

Respectfully submitted,

For Plaintiff United States of America:

/s/ Sharis A. Pozen----------------------------------------------------
Sharis A. Pozen (D.C. Bar 446732),

Acting Assistant Attorney General.
/s/ Leslie C. Overton
Leslie C. Overton (D.C. Bar 454493),

Deputy Assistant Attorney General.
/s/ Patricia A. Brink
Patricia A. Brink,

Director of Civil Enforcement.
/s/ Joshua H. Soven
Joshua H. Soven (D.C. Bar 436633),

Chief, Litigation I Section.
/s/ Peter J. Mucchetti
Peter J. Mucchetti (D.C. Bar 463202),

Assistant Chief, Litigation I Section.

/s/ David C. Kelly
David C. Kelly,*
Andrea V. Arias (D.C. Bar 1004270),
Lawrence E. Buterman (D.C. Bar 998738),
Justin M. Dempsey (D.C. Bar 425976),
Lauren I. Dubick,
Scott I. Fitzgerald,
Mitchell H. Glende,
Ryan M. Kantor,
Karl D. Knutsen,
John P. Lohrer (D.C. Bar 438939),
Richard S. Martin,
Natalie A. Rosenfelt,
Michelle R. Seltzer (D.C. Bar 475482),
Julie A. Tenney,
Kevin Yeh,
Attorneys, U.S. Department of Justice, Antitrust Division, 
Litigation I Section, 450 Fifth Street, NW, Suite 4100, Washington, 
DC 20530, Tel.: (202) 353-4211, Fax: (202) 307-5802.

* Attorney of Record

Appendix A--Herfindahl-Hirschman Index

    The term ``HHI'' means the Herfindahl-Hirschman Index, a commonly 
accepted measure of market concentration. The HHI is calculated by 
squaring the market share of each firm competing in the market and then 
summing the resulting numbers. For example, for a market consisting of 
four firms with shares of 30, 30, 20, and 20 percent, the HHI is 2,600 
(30\2\ + 30\2\ + 20\2\ + 20\2\ = 2,600). The HHI takes into account the 
relative size distribution of the firms in a market. It approaches zero 
when a market is occupied by a large number of firms of relatively 
equal size and reaches its maximum of 10,000 points when a market is 
controlled by a single firm. The HHI increases both as the number of 
firms in the market decreases and as the disparity in size between 
those firms increases.
    Markets in which the HHI is between 1,500 and 2,500 points are 
considered to be moderately concentrated, and markets in which the HHI 
is in excess of 2,500 points are considered to be highly concentrated. 
See U.S. Department of Justice & FTC, Horizontal Merger Guidelines 
Sec.  5.3 (2010). Transactions that increase the HHI by more than 200 
points in highly concentrated markets presumptively raise antitrust 
concerns under the Horizontal Merger Guidelines issued by the 
Department of Justice and the Federal Trade Commission. See id.

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. International Paper 
Company and Temple-Inland Inc., Defendants.

Case: 1:12-cv-00227.
Assigned To: Collyer, Rosemary M.
Assign Date: 2/10/2012.
Description: Antitrust.

Competitive Impact Statement

    Plaintiff United States of America (``United States''), pursuant to 
Section 2(b) of the Antitrust Procedures and Penalties Act (``APPA'' or 
``Tunney Act''), 15 U.S.C. 16(b)-(h), files this Competitive Impact 
Statement relating to the proposed Final Judgment submitted for entry 
in this civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

    The United States filed a civil antitrust lawsuit on February 10, 
2012, seeking to enjoin Defendant International Paper Company 
(``International Paper'') from acquiring Defendant Temple-Inland Inc. 
(``Temple-Inland''), and alleging that the merger would likely 
substantially lessen competition in the market for containerboard in 
North America in violation of Section 7 of the Clayton Act, 15 U.S.C. 
18. The loss of competition would likely result in higher 
containerboard prices and lower containerboard output in the United 
States.
    At the same time the Complaint was filed, the United States filed 
an Asset Preservation Stipulation and Order and a proposed Final 
Judgment, which are designed to preserve competition for the production 
and sale of containerboard in North America. Under the proposed Final 
Judgment, which is explained more fully below, Defendants are required 
to divest one International Paper mill and two Temple-Inland mills that 
manufacture containerboard. Pursuant to the Asset Preservation 
Stipulation and Order, International Paper and Temple-Inland must 
ensure that the assets being divested continue to be operated as 
ongoing, economically viable, and competitive assets until the 
divestitures required by the proposed Final Judgment have been 
accomplished.
    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry of 
the proposed Final Judgment would terminate this action, except that 
the Court would retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and to punish violations 
thereof.

II. Events Giving Rise to the Alleged Violation

A. Defendants and the Proposed Transaction

    On September 6, 2011, International Paper agreed to acquire Temple-
Inland for $4.3 billion. International Paper and Temple-Inland are, 
respectively, the largest and third-largest producers of containerboard 
in the United States and Canada (which the containerboard industry and 
the Complaint refer to collectively as ``North America''). 
Containerboard is the type of paper that is used to make corrugated 
boxes.
    International Paper, a New York corporation headquartered in 
Memphis, Tennessee, owns and operates 12 containerboard mills and 133 
plants that convert containerboard into corrugated boxes (``box 
plants'') in the United States. International Paper controls 
approximately 26 percent of North American containerboard capacity. In 
2010, International Paper's revenues were approximately $25.2 billion, 
with its North American Industrial Packaging Group, which produces 
containerboard and corrugated products, accounting for $8.4 billion.
    Temple-Inland, a Delaware corporation headquartered in Austin, 
Texas, owns and operates seven containerboard mills and 53 box plants 
in the United States. Temple-Inland controls approximately 11 percent 
of North American containerboard capacity. In 2010, Temple-Inland's 
annual revenues were approximately $3.8 billion, with its corrugated-
packaging business accounting for $3.2 billion. The proposed merger 
would have created a single firm in control of approximately 37 percent 
of North American containerboard capacity.

[[Page 10564]]

B. Competitive Effects of the Proposed Merger

1. Containerboard Is the Relevant Product Market
    The Complaint alleges that containerboard is a relevant product 
market within the meaning of Section 7 of the Clayton Act. There are 
two types of containerboard: (1) Linerboard, the paper that forms the 
inner and outer facings of a corrugated sheet; and (2) medium, the 
paper that is inserted between the inner and outer linerboards in a 
wavy, fluted pattern. Linerboard is made from virgin wood fiber, 
recycled fiber (usually ``old corrugated containers,'' or ``OCC''), or 
a combination of both virgin and recycled fibers. Medium is typically 
made from recycled fiber, but can also be made from virgin fibers or a 
combination of recycled and virgin fibers.
    Linerboard and medium are relatively undifferentiated products. The 
linerboard made by one North American producer is substantially the 
same as the linerboard made by other producers. The medium made by the 
various producers is also substantially the same.
    Although linerboard and medium are typically produced on different 
machines and have different performance characteristics, it is 
appropriate to view them as a single relevant product market because 
(1) containerboard producers and their customers generally regard 
competition in terms of a single containerboard market, not separate 
markets for linerboard and medium, and (2) analyzing them as separate 
products would not significantly alter the market shares or the 
analysis of the proposed merger's competitive effects.
    Producers manufacture containerboard at mills and then ship it to 
box plants. At box plants, a large machine called a corrugator combines 
the linerboard and medium into rigid corrugated sheets. Box plants then 
convert the sheets into corrugated packaging, including corrugated 
boxes and displays. The work performed at box plants is sometimes 
divided between separate facilities called sheet feeders (which combine 
linerboard and medium into corrugated sheets) and sheet plants (which 
convert the sheets into corrugated boxes). Containerboard typically is 
the largest cost component of a corrugated box, accounting for a 
majority of the price.
    For box manufacturers, there is no reasonable substitute for 
containerboard: boxes made from other types of paper lack the required 
performance characteristics, such as the necessary strength, basis 
weight, and thickness. Furthermore, for box customers, there is no 
reasonable substitute for corrugated boxes: other products used to 
carry and transport goods, such as returnable plastic containers, are 
typically too expensive or lack the required performance 
characteristics to serve as a commercially viable alternative.
    Therefore, a small but significant increase in the price of 
containerboard in North America is unlikely to cause a sufficient 
number of containerboard or corrugated box customers to switch to other 
types of products such that the price increase would be unprofitable. 
Accordingly, containerboard is a relevant product market and a ``line 
of commerce'' within the meaning of Section 7 of the Clayton Act.
2. North America Is a Relevant Geographic Market
    The Complaint alleges that North America is a relevant geographic 
market for the production and sale of containerboard within the meaning 
of Section 7 of the Clayton Act. Containerboard produced outside of 
North America is not a commercially viable substitute for 
containerboard produced in North America due to higher transportation 
costs, unfavorable currency exchange rates, lower-quality fiber, and 
other disadvantages to producers of containerboard outside of North 
America seeking to import containerboard into North America. Therefore, 
a small but significant increase in the price of containerboard 
produced in North America is unlikely to cause a sufficient number of 
customers of containerboard or corrugated boxes to switch to 
containerboard produced outside of North America to make such a price 
increase unprofitable. Accordingly, North America is a relevant 
geographic market for the production and sale of containerboard and a 
``section of the country'' within the meaning of Section 7 of the 
Clayton Act.
3. Likely Anticompetitive Effects of the Proposed Merger
    The Complaint alleges that the proposed merger would likely 
substantially lessen competition in the production and sale of 
containerboard in North America. International Paper controls 
approximately 26 percent of North American containerboard capacity, and 
Temple-Inland controls approximately 11 percent. Therefore, the 
proposed merger would give International Paper control over 
approximately 37 percent of North American containerboard capacity. 
Post-merger, the four largest producers would control approximately 74 
percent of that capacity. A number of smaller producers, none with a 
share higher than three percent, account for the remainder of the 
market.
    Using a standard measure of concentration called the Herfindahl-
Herschman Index (``HHI''), the proposed merger would significantly 
raise market concentration and result in a moderately concentrated 
market, producing an HHI increase of approximately 605 and a post-
merger HHI of approximately 2,025. The defendants' combined market 
share (approximately 37 percent), coupled with the significant increase 
in market concentration (605), exceed the levels that courts have found 
to create a presumption that a proposed merger likely would 
substantially lessen competition.
    The proposed merger is likely to cause International Paper to 
engage in unilateral conduct that would raise the market price of 
containerboard. The competitive effects analysis described in Section 
6.3 of the 2010 Horizontal Merger Guidelines (``Merger Guidelines'') is 
applicable to analyzing the unilateral competitive effects of this 
transaction. U.S. Dept. of Justice & FTC, Horizontal Merger Guidelines 
Sec.  6.3 (2010) (``Merger Guidelines''). Section 6.3 of the Merger 
Guidelines provides that ``[i]n markets involving relatively 
undifferentiated products, the Agencies may evaluate whether the merged 
firm will find it profitable unilaterally to suppress output and 
elevate the market price. A firm may leave capacity idle, refrain from 
building or obtaining capacity that would have been obtained absent the 
merger, or eliminate pre-existing production capabilities.''
    In the containerboard industry, there is a close relationship 
between the market price and industry output. All else equal, when 
industry output grows, the market price of containerboard falls, and as 
industry output shrinks, the market price of containerboard rises. 
Because of this close relationship, a containerboard producer can raise 
the market price of containerboard by strategically reducing output, 
for example, by idling containerboard machines or closing mills. When a 
producer significantly reduces output, it loses profits on the output 
that it removed, but it gains profits (from the resulting higher price) 
on the output that remains.
    A producer's willingness to raise the market price by reducing 
output depends on its size: As a producer grows larger, it is more 
likely to profit from strategically reducing output because it will 
have more sales at the higher price to offset the lost sales on

[[Page 10565]]

the reduced output. In contrast, a small producer is unlikely to profit 
from reducing output because it will not have sufficient remaining 
sales at the higher price, making the reduction unprofitable.
    As alleged in the Complaint, by combining the containerboard 
capacity of International Paper and Temple-Inland, the proposed merger 
would significantly expand the volume of containerboard over which 
International Paper would benefit from a price increase. With that 
additional volume, International Paper would likely find it profitable 
to strategically reduce containerboard output, for example, by idling 
containerboard machines or closing mills. Although International Paper 
would lose profits on the output that it removed, it would gain even 
greater profits on the output that remains.
    The proposed merger would also likely cause International Paper to 
engage in parallel accommodating conduct. As described in Section 7 of 
the Merger Guidelines, ``[p]arallel accommodating conduct [involves] 
situations in which each rival's response to competitive moves made by 
others is individually rational, and not motivated by retaliation or 
deterrence nor intended to sustain an agreed-upon market outcome, but 
nevertheless emboldens price increases and weakens competitive 
incentives to reduce prices or offer customers better terms.''
    Due to its additional containerboard volume obtained as a result of 
the merger, International Paper would benefit more from a price 
increase after the proposed merger. Thus, if a large rival attempted to 
raise the market price by reducing output, International Paper would 
likely accommodate its rival's actions by reducing or not increasing 
its own output. The rival would thus be likely to increase the market 
price by reducing output after International Paper and Temple-Inland 
complete the proposed merger.
4. Neither Supply Responses Nor Entry Would Constrain the Likely 
Anticompetitive Effects of the Proposed Merger
    The Complaint alleges that supply responses from competitors or 
potential competitors will not prevent the likely anticompetitive 
effects of the proposed merger. Virtually all existing North American 
containerboard producers are capacity-constrained and have other 
operational limitations that would prevent them from significantly 
expanding output using their existing machines in response to a post-
merger increase in the price of containerboard. Further, North American 
producers are also unlikely to respond to a domestic price increase by 
diverting a significant amount of their containerboard exports to the 
North American market.
    Entry and expansion in the containerboard market through the 
construction of new containerboard mills or machines also are unlikely 
to occur in a timely manner or on a scale sufficient to undo the 
competitive harm that the proposed merger would produce. New entry 
typically requires investing hundreds of millions of dollars in 
equipment and facilities, obtaining extensive environmental permits, 
and establishing a reliable distribution system. Competitors are 
unlikely to build new containerboard mills or install new 
containerboard machines in response to a small but significant price 
increase, or do so quickly enough to defeat one. Moreover, Defendants 
cannot demonstrate cognizable, merger-specific efficiencies that are 
sufficient to reverse the proposed merger's anticompetitive effects.

III. Explanation of the Proposed Final Judgment

    The proposed Final Judgment requires Defendants to divest two of 
Temple-Inland's containerboard mills and all associated mill assets and 
one of International Paper's containerboard mills and all associated 
mill assets. Defendants must divest (1) both the Temple-Inland mill in 
Waverly, Tennessee (the ``New Johnsonville Mill''), with an annual 
containerboard production capacity of approximately 372,900 tons, and 
the Temple-Inland mill in Ontario, California (the ``Ontario Mill''), 
with an annual containerboard production capacity of approximately 
360,200 tons; and (2) either the International Paper mill in Oxnard, 
California (the ``Port Hueneme Mill''), with an annual containerboard 
production capacity of approximately 210,300 tons, or the International 
Paper mill in Henderson, Kentucky (the ``Henderson Mill''), with an 
annual containerboard production capacity of approximately 222,400 
tons, but not both of those mills. The New Johnsonville Mill, the 
Ontario Mill, the Port Hueneme Mill, and the Henderson Mill are 
referred to collectively as the ``Divestiture Mills.'' It will be in 
Defendants' discretion to decide whether to divest either the Port 
Hueneme Mill or the Henderson Mill unless a divestiture trustee is 
appointed pursuant to Section V of the proposed Final Judgment.
    Defendants' divestiture of the Divestiture Mills would result in 
the sale of approximately 943,400 to 955,400 tons of containerboard 
production capacity to a competitor or competitors of Defendants. Under 
the proposed Final Judgment, the Divestiture Mills may be sold to one 
or more buyers, with the approval of the United States in its sole 
discretion. In addition, Defendants are required to satisfy the United 
States in its sole discretion that the divested assets will be operated 
as viable ongoing businesses that will compete effectively in the North 
American containerboard market.
    In evaluating the likely competitive effects of the proposed 
merger, the United States considered market shares; costs of 
production; current and historical industry capacity, utilization 
rates, margins, and market pricing; historical and projected market 
demand for containerboard; and the likelihood of supply responses to 
increased containerboard prices. The United States concluded that 
allowing the merger as proposed would give the merged firm control of a 
sufficiently large amount of industry capacity that the firm would 
likely (a) strategically reduce its containerboard output, raising 
containerboard prices throughout North America, and (b) likely 
accommodate its large rivals' efforts to raise containerboard prices by 
reducing their own output, making such price increases more likely. The 
divestitures required by the proposed Final Judgment will decrease this 
incentive by reducing the merged firm's capacity and output and 
transferring that capacity to a competitor or competitors. As a result, 
the divestitures will reduce the incentive of the merged firm to raise 
price by reducing output and capacity.
    At the option of the Acquirer(s), the proposed Final Judgment 
requires Defendants to enter into an agreement pursuant to which 
Defendants shall purchase containerboard produced by the Divestiture 
Mills that are sold to the Acquirer(s). Under the agreement, the 
Acquirer(s) shall have the right to require Defendants to purchase up 
to 100 percent of the volume of containerboard supplied by the 
particular Divestiture Mill in 2011 to Defendants' box plants or other 
facilities in the first year of the contract, up to 75 percent of this 
volume during the second year, and up to 50 percent during the third 
year. Any such agreement shall have a term of no longer than three 
years. Similarly, at the option of the Acquirer(s), and upon the 
approval of the United States, the proposed Final Judgment requires 
Defendants to provide certain transition

[[Page 10566]]

services for up to 12 months as part of the divestiture. Both 
provisions ensure that the Acquirer(s) will be able to profitably 
operate the Divestiture Mills, and that they will remain a competitive 
constraint on Defendants.
    Section IV of the proposed Final Judgment requires Defendants to 
complete the divestiture within 120 days after the filing of the 
Complaint in this matter with one or more 30-day extensions not to 
exceed 60 calendar days in total, which extensions shall be granted at 
the sole discretion of the United States. If Defendants do not 
accomplish the divestiture within the period prescribed in the proposed 
Final Judgment, the proposed Final Judgment provides for the Court to 
appoint a trustee, upon application of the United States, to accomplish 
the divestitures. If a trustee is appointed, the proposed Final 
Judgment provides that Defendants will pay all of the costs and 
expenses of the trustee. The trustee's commission will be structured so 
as to provide an incentive for the trustee based on the price obtained 
and the speed with which the divestiture is accomplished. After his or 
her appointment becomes effective, the trustee will file monthly 
reports with the Court and the United States setting forth his or her 
efforts to accomplish the divestiture. If any of the requisite 
divestitures has not been accomplished at the end of the trustee's 
term, the trustee and the United States will make recommendations to 
the Court, which may enter such orders as appropriate to carry out the 
purpose of the trust, including extending the trust or the term of the 
trustee's appointment.
    The proposed Final Judgment also provides that the United States 
may appoint a monitoring trustee, subject to the approval of the Court, 
to ensure that Defendants expeditiously comply with all of their 
obligations and perform all of their responsibilities under the Final 
Judgment and the Asset Preservation Stipulation and Order. The 
monitoring trustee shall serve at the cost and expense of Defendants, 
on customary and reasonable terms and conditions agreed to by the 
monitoring trustee and the United States.
    Pursuant to the Asset Preservation Stipulation and Order, until the 
divestitures under the proposed Final Judgment have been accomplished, 
Defendants are required to preserve, maintain, and operate all four 
Divestiture Mills as ongoing businesses, and are prohibited from taking 
any action that would jeopardize the divestitures required by the 
proposed Final Judgment.

IV. Remedies Available to Potential Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any 
person who has been injured as a result of conduct prohibited by the 
antitrust laws may bring suit in federal court to recover three times 
the damages the person has suffered, as well as costs and reasonable 
attorneys' fees. Entry of the proposed Final Judgment will neither 
impair nor assist the bringing of any private antitrust damage action. 
Under the provisions of Section 5(a) of the Clayton Act, 15 U.S.C. 
16(a), the proposed Final Judgment has no prima facie effect in any 
subsequent private lawsuit that may be brought against Defendants.

V. Procedures for Modification of the Proposed Final Judgment

    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered by the Court after compliance with the 
provisions of the APPA, provided that the United States has not 
withdrawn its consent. The APPA conditions entry upon the Court's 
determination that the proposed Final Judgment is in the public 
interest.
    The APPA provides a period of at least 60 days preceding the 
effective date of the proposed Final Judgment within which any person 
may submit to the United States written comments regarding the proposed 
Final Judgment. Any person who wishes to comment should do so within 60 
days of the date of publication of this Competitive Impact Statement in 
the Federal Register or the last date of publication in a newspaper of 
the summary of this Competitive Impact Statement, whichever is later. 
All comments received during this period will be considered by the 
Department of Justice, which remains free to withdraw its consent to 
the proposed Final Judgment at any time prior to the Court's entry of 
judgment. The comments and the response of the United States will be 
filed with the Court and published in the Federal Register. Written 
comments should be submitted to: Joshua H. Soven, Esq., Chief, 
Litigation I Section, Antitrust Division, United States Department of 
Justice, 450 Fifth Street NW., Suite 4100, Washington, DC 20530.
    The proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the Court 
for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. Alternatives to the Proposed Final Judgment

    The United States considered, as an alternative to the proposed 
Final Judgment, a full trial on the merits against Defendants. The 
United States could have initiated a civil action in federal district 
court seeking a judicial order enjoining International Paper's 
acquisition of Temple-Inland. The United States is satisfied, however, 
that the divestiture of the assets described in the proposed Final 
Judgment will preserve competition in the production and sale of 
containerboard in North America.

VII. Standard of Review Under the APPA for the Proposed Final Judgment

    The Clayton Act, as amended by the APPA, requires that proposed 
consent judgments in antitrust cases brought by the United States be 
subject to a 60-day comment period, after which the court shall 
determine whether entry of the proposed Final Judgment ``is in the 
public interest.'' 15 U.S.C. 16(e)(1). In making that determination, 
the court, in accordance with the statute as amended in 2004, is 
required to consider:
    (A) The competitive impact of such judgment, including termination 
of alleged violations, provisions for enforcement and modification, 
duration of relief sought, anticipated effects of alternative remedies 
actually considered, whether its terms are ambiguous, and any other 
competitive considerations bearing upon the adequacy of such judgment 
that the court deems necessary to a determination of whether the 
consent judgment is in the public interest; and
    (B) The impact of entry of such judgment upon competition in the 
relevant market or markets, upon the public generally and individuals 
alleging specific injury from the violations set forth in the complaint 
including consideration of the public benefit, if any, to be derived 
from a determination of the issues at trial.

15 U.S.C. 16(e)(1)(A) & (B).

    In considering these statutory factors, the court's inquiry is 
necessarily a limited one as the government is entitled to ``broad 
discretion to settle with the defendant within the reaches of the 
public interest.'' United States v. Microsoft Corp., 56 F.3d 1448, 1461 
(D.C. Cir. 1995); see generally United States v. SBC Commc'ns, Inc., 
489 F. Supp. 2d 1 (D.D.C. 2007) (assessing public interest standard 
under the Tunney Act); United States v. InBev N.V./S.A., 2009-2 Trade 
Cas. (CCH) ] 76,736, 2009 U.S. Dist. LEXIS 84787, No. 08-1965 (JR), at 
*3 (D.D.C. Aug. 11,

[[Page 10567]]

2009) (noting that the court's review of a consent judgment is limited 
and only inquires ``into whether the government's determination that 
the proposed remedies will cure the antitrust violations alleged in the 
complaint was reasonable, and whether the mechanisms to enforce the 
final judgment are clear and manageable'').\1\
---------------------------------------------------------------------------

    \1\ The 2004 amendments substituted ``shall'' for ``may'' in 
directing relevant factors for a court to consider and amended the 
list of factors to focus on competitive considerations and to 
address potentially ambiguous judgment terms. Compare 15 U.S.C. 
16(e) (2004), with 15 U.S.C. 16(e)(1) (2006); see also SBC Commc'ns, 
489 F. Supp. 2d at 11 (concluding that the 2004 amendments 
``effected minimal changes'' to Tunney Act review).
---------------------------------------------------------------------------

    A court considers under the APPA, among other things, the 
relationship between the remedy secured and the specific allegations 
set forth in the United States' complaint, whether the decree is 
sufficiently clear, whether enforcement mechanisms are sufficient, and 
whether the decree may positively harm third parties. See Microsoft, 56 
F.3d at 1458-62. With respect to the adequacy of the relief secured by 
the decree, a court may not `` `engage in an unrestricted evaluation of 
what relief would best serve the public.' '' United States v. BNS, 
Inc., 858 F.2d 456, 462 (9th Cir. 1988) (quoting United States v. 
Bechtel Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see also Microsoft, 
56 F.3d at 1460-62; InBev, 2009 U.S. Dist. LEXIS 84787, at *3; United 
States v. Alcoa, Inc., 152 F. Supp. 2d 37, 40 (D.D.C. 2001). Courts 
have held that: [t]he balancing of competing social and political 
interests affected by a proposed antitrust consent decree must be left, 
in the first instance, to the discretion of the Attorney General. The 
court's role in protecting the public interest is one of insuring that 
the government has not breached its duty to the public in consenting to 
the decree. The court is required to determine not whether a particular 
decree is the one that will best serve society, but whether the 
settlement is ``within the reaches of the public interest.'' More 
elaborate requirements might undermine the effectiveness of antitrust 
enforcement by consent decree.
    Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).\2\ 
In determining whether a proposed settlement is in the public interest, 
a district court ``must accord deference to the government's 
predictions about the efficacy of its remedies, and may not require 
that the remedies perfectly match the alleged violations.'' SBC 
Commc'ns, 489 F. Supp. 2d at 17; see also Microsoft, 56 F.3d at 1461 
(noting the need for courts to be ``deferential to the government's 
predictions as to the effect of the proposed remedies''); United States 
v. Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) 
(noting that the court should grant due respect to the United States' 
``prediction as to the effect of proposed remedies, its perception of 
the market structure, and its views of the nature of the case'').
---------------------------------------------------------------------------

    \2\ Cf. BNS, 858 F.2d at 464 (holding that the court's 
``ultimate authority under the [APPA] is limited to approving or 
disapproving the consent decree''); United States v. Gillette Co., 
406 F. Supp. 713, 716 (D. Mass. 1975) (noting that, in this way, the 
court is constrained to ``look at the overall picture not 
hypercritically, nor with a microscope, but with an artist's 
reducing glass''); see generally Microsoft, 56 F.3d at 1461 
(discussing whether ``the remedies [obtained in the decree are] so 
inconsonant with the allegations charged as to fall outside of the 
`reaches of the public interest' '').
---------------------------------------------------------------------------

    Courts have greater flexibility in approving proposed consent 
decrees than in crafting their own decrees following a finding of 
liability in a litigated matter. ``[A] proposed decree must be approved 
even if it falls short of the remedy the court would impose on its own, 
as long as it falls within the range of acceptability or is `within the 
reaches of public interest.' '' United States v. Am. Tel. & Tel. Co., 
552 F. Supp. 131, 151 (D.D.C. 1982) (citations omitted) (quoting United 
States v. Gillette Co., 406 F. Supp. 713, 716 (D. Mass. 1975)), aff'd 
sub nom. Maryland v. United States, 460 U.S. 1001 (1983); see also 
United States v. Alcan Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 
1985) (approving the consent decree even though the court would have 
imposed a greater remedy). To meet this standard, the United States 
``need only provide a factual basis for concluding that the settlements 
are reasonably adequate remedies for the alleged harms.'' SBC Commc'ns, 
489 F. Supp. 2d at 17.
    Moreover, the court's role under the APPA is limited to reviewing 
the remedy in relation to the violations that the United States has 
alleged in its complaint, and the APPA does not authorize the court to 
``construct [its] own hypothetical case and then evaluate the decree 
against that case.'' Microsoft, 56 F.3d at 1459; see also InBev, 2009 
U.S. Dist. LEXIS 84787, at *20 (``the `public interest' is not to be 
measured by comparing the violations alleged in the complaint against 
those the court believes could have, or even should have, been 
alleged''). Because the ``court's authority to review the decree 
depends entirely on the government's exercising its prosecutorial 
discretion by bringing a case in the first place,'' it follows that 
``the court is only authorized to review the decree itself,'' and not 
to ``effectively redraft the complaint'' to inquire into other matters 
that the United States did not pursue. Microsoft, 56 F.3d at 1459-60. 
As this Court confirmed in SBC Communications, courts ``cannot look 
beyond the complaint in making the public interest determination unless 
the complaint is drafted so narrowly as to make a mockery of judicial 
power.'' SBC Commc'ns, 489 F. Supp. 2d at 15.
    In its 2004 amendments to the Tunney Act, Congress made clear its 
intent to preserve the practical benefits of utilizing consent decrees 
in antitrust enforcement, adding the unambiguous instruction that 
``[n]othing in this section shall be construed to require the court to 
conduct an evidentiary hearing or to require the court to permit anyone 
to intervene.'' 15 U.S.C. 16(e)(2). This language effectuates what 
Congress intended when it enacted the Tunney Act in 1974. As Senator 
Tunney explained, ``[t]he court is nowhere compelled to go to trial or 
to engage in extended proceedings which might have the effect of 
vitiating the benefits of prompt and less costly settlement through the 
consent decree process.'' 119 Cong. Rec. 24,598 (1973) (statement of 
Senator Tunney). Rather, the procedure for the public interest 
determination is left to the discretion of the court, with the 
recognition that the court's ``scope of review remains sharply 
proscribed by precedent and the nature of Tunney Act proceedings.'' SBC 
Commc'ns, 489 F. Supp. 2d at 11.\3\
---------------------------------------------------------------------------

    \3\ See United States v. Enova Corp., 107 F. Supp. 2d 10, 17 
(D.D.C. 2000) (noting that the ``Tunney Act expressly allows the 
court to make its public interest determination on the basis of the 
competitive impact statement and response to comments alone''); 
United States v. Mid-Am. Dairymen, Inc., 1977-1 Trade Cas. (CCH) ] 
61,508, at 71,980 (W.D. Mo. 1977) (``Absent a showing of corrupt 
failure of the government to discharge its duty, the Court, in 
making its public interest finding, should * * * carefully consider 
the explanations of the government in the competitive impact 
statement and its responses to comments in order to determine 
whether those explanations are reasonable under the 
circumstances.''); H.R. Rep. No. 93-1463, at 4 (1974), as reprinted 
in 1974 U.S.C.C.A.N. 6535, 6539 (``Where the public interest can be 
meaningfully evaluated simply on the basis of briefs and oral 
arguments, this is the approach that should be utilized.'').
---------------------------------------------------------------------------

VIII. Determinative Documents

    There are no determinative materials or documents within the 
meaning of the APPA that were considered by the United States in 
formulating the proposed Final Judgment.

Dated: February 10, 2012

 Respectfully submitted,

/s/David C. Kelly

David C. Kelly,*
Andrea V. Arias (DC Bar 1004270),
Natalie A. Rosenfelt,
Kevin Yeh,


[[Page 10568]]


Attorneys, U.S. Department of Justice, Antitrust Division, 
Litigation I Section, 450 Fifth Street NW., Suite 4100, Washington, 
DC 20530.

Tel.: (202) 353-4211
Fax: (202) 307-5802

*Attorney of Record

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. International Paper 
Company and Temple-Inland Inc., Defendants.

[Proposed] Final Judgment

    Whereas, Plaintiff United States of America, filed its Complaint on 
February 10, 2012, and Plaintiff and Defendants International Paper 
Company (``International Paper'') and Temple-Inland Inc. (``Temple-
Inland'') (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 and assets by 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 
parties, it is ordered, adjudged, and decreed:

I. Jurisdiction

    This Court has jurisdiction over the subject matter of, and each of 
the parties 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'' or ``Acquirers'' means the person, persons, entity, 
or entities to whom Defendants divest some or all of the Divestiture 
Assets.
    B. ``Containerboard'' means linerboard and medium, the paper that 
is used to make corrugated boxes.
    C. ``Divestiture Assets'' means the Divestiture Mills and all 
assets relating to the Divestiture Mills, including:
    (1) All tangible assets necessary to operate, used in or for, or 
devoted to a Divestiture Mill, including, but not limited to, assets 
relating to research and development activities; all manufacturing 
equipment, tooling and fixed assets, real property (leased or owned), 
personal property, inventory, containerboard reserves, information 
technology systems, office furniture, materials, supplies, docking 
facilities, warehouses and storage facilities, and other tangible 
property and all assets used exclusively in connection with the 
Divestiture Mills; all licenses, permits, and authorizations issued by 
any governmental organization relating to the Divestiture Mills; all 
contracts, teaming arrangements, agreements, leases (including renewal 
rights), commitments, certifications, and understandings, relating to 
the Divestiture Mills, including supply or purchase agreements; all 
customer lists, contracts, accounts, and credit records; all interests 
in, and contracts relating to, power generation; and all repair and 
performance records and all other records relating to the Divestiture 
Mills; and
    (2) All intangible assets necessary to operate, used in or for, or 
devoted to a Divestiture Mill, including, but not limited to, all 
contractual rights, patents, licenses and sublicenses, intellectual 
property, copyrights, technical information, computer software and 
related documentation, know-how, trade secrets, drawings, blueprints, 
designs, design protocols, specifications for materials, specifications 
for parts and devices, safety procedures for the handling of materials 
and substances, quality assurance and control procedures, environmental 
studies and assessments, design tools and simulation capability, all 
manuals and technical information Defendants provide to their 
employees, customers, suppliers, agents or licensees, and all research 
data concerning historic and current research and development efforts 
relating to the Divestiture Mills, including, but not limited to, 
designs of experiments, and the results of successful and unsuccessful 
designs and experiments.
    D. ``Divestiture Mills'' means the Defendants' containerboard mills 
in the following locations:
    (1) Temple-Inland's containerboard mill located at 2877 Scepter 
Road, Waverly, Tennessee 37185 (the ``New Johnsonville Mill'');
    (2) Temple-Inland's containerboard mill located at 5110 East Jurupa 
Street, Ontario, California 91761 (the ``Ontario Mill''); and
    (3) Either International Paper's containerboard mill located at 
5936 Perkins Road, Oxnard, California 93033 (the ``Port Hueneme Mill'') 
or International Paper's containerboard mill located at 1500 
Commonwealth Drive, Henderson, Kentucky 42420 (the ``Henderson Mill'').
    E. ``Divestiture Trustee'' means the trustee selected by the United 
States and appointed by the Court pursuant to Section V of this Final 
Judgment.
    F. ``International Paper'' means Defendant International Paper 
Company, a New York corporation with its headquarters in Memphis, 
Tennessee, its successors and assigns, and its subsidiaries, divisions, 
groups, affiliates, partnerships and joint ventures, and their 
directors, officers, managers, agents, and employees.
    G. ``Monitoring Trustee'' means the monitor selected by the United 
States pursuant to Section IX of this Final Judgment.
    H. ``Temple-Inland'' means Defendant Temple-Inland, Inc., a 
Delaware corporation with its headquarters in Austin, Texas, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, and employees.

III. Applicability

    A. This Final Judgment applies to each Defendant and all persons in 
active concert or participation with any Defendant who receives actual 
notice of this Final Judgment by personal service or otherwise.
    B. If, prior to complying with Section IV or V 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, Defendants shall require the purchaser(s) to be 
bound by the provisions of this Final Judgment. Defendants need not 
obtain such an agreement from the Acquirer(s) of the assets divested 
pursuant to this Final Judgment.

IV. Divestitures

    A. Defendants are ordered and directed, within 120 calendar days 
after the filing of the Complaint in this matter

[[Page 10569]]

or five calendar days after notice of 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 or Acquirers 
acceptable to the United States in its sole discretion. To comply with 
this requirement, Defendants must divest (1) both the New Johnsonville 
Mill and the Ontario Mill, and (2) either the Port Hueneme Mill or the 
Henderson Mill, but not both mills. Unless a Divestiture Trustee is 
appointed pursuant to Section V of this Final Judgment, Defendants 
shall have the discretion to decide whether to divest either the Port 
Hueneme Mill or the Henderson Mill. The United States, in its sole 
discretion, may agree to one or more 30-day extensions of the 120-day 
time period, not to exceed sixty (60) calendar days in total, and shall 
notify the Court in such circumstances. Defendants agree to use their 
best efforts to divest the Divestiture Assets as expeditiously as 
possible.
    B. In accomplishing the divestiture 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 who inquires about 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. Defendants 
shall offer to furnish to all prospective Acquirers, subject to 
customary confidentiality assurances, all 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 privilege or work-product doctrine. Defendants shall 
make available such information to the United States at the same time 
that such information is made available to any prospective Acquirer.
    C. Defendants shall provide prospective Acquirers and the United 
States with information relating to the personnel involved in the 
management, production, operation, and sales activities relating to the 
Divestiture Assets to enable the Acquirer(s) to make offers of 
employment. Defendants will not interfere with any negotiations by the 
Acquirer(s) to employ or contract with any Defendant employee whose 
primary responsibility is production, operations, or sales at the 
Divestiture Mills. Nor shall Defendants interfere with any negotiations 
by the Acquirer(s) to employ or contract with any of the Defendants' 
sales force whose responsibilities include sales of containerboard 
produced by the Divestiture Mills to third-party customers.
    D. Defendants shall waive all non-compete agreements for any 
current or former employee whom the Acquirer(s) employ(s) with relation 
to the Divestiture Assets.
    E. Defendants shall permit prospective Acquirers of the Divestiture 
Assets to (1) have reasonable access to personnel; (2) make inspections 
of the physical facilities; (3) have access to any and all 
environmental, zoning, and other permit documents and information; and 
(4) have access to any and all financial, operational, or other 
documents and information customarily provided as part of a due 
diligence process.
    F. Defendants shall warrant to the Acquirer(s) that the Divestiture 
Assets will be operational on the date of sale, that there are no 
material defects in the environmental, zoning, or other permits 
pertaining to the operation of each asset, and that following the sale 
of the Divestiture Assets, Defendants will not undertake, directly or 
indirectly, any challenges to the environmental, zoning, or other 
permits relating to the operation of the Divestiture Assets.
    G. Defendants shall not take any action that will impede in any way 
the permitting, operation, or divestiture of the Divestiture Assets.
    H. At the option of the Acquirer(s) and upon approval by the United 
States, in its sole discretion, Defendants shall enter into a 
transition services agreement based upon commercially reasonable terms 
and conditions. Such an agreement may not exceed 12 months from the 
date of divestiture. Transition services may include information 
technology support, information technology licensing, computer 
operations, data processing, logistics support, and such other services 
as reasonably necessary to operate the Divestiture Assets. Defendants 
shall designate employees, other than Defendants' senior managers, to 
implement any such transition services agreement and shall establish, 
implement and maintain procedures and take such other steps that are 
reasonably necessary to prevent such employees from disclosing any 
confidential, proprietary, or business sensitive information of the 
Acquirer(s) to any other employee of Defendants, and to prevent such 
employees from using such information except as necessary to implement 
the transition services agreement.
    I. Unless the United States otherwise consents in writing, any 
divestiture of a mill pursuant to Section IV, or by the Divestiture 
Trustee appointed pursuant to Section V of this Final Judgment, shall 
include the mill and all assets relating to it, as defined in Section 
II.C, and shall be accomplished in such a way as to satisfy the United 
States, in its sole discretion, that the divestiture will achieve the 
purposes of this Final Judgment and that the Divestiture Assets can and 
will be used by the Acquirer(s) as part of a viable, ongoing business 
engaged in the production and sale of containerboard. The divestitures, 
whether pursuant to Section IV or Section V of this Final Judgment,
    (1) Shall be made to an Acquirer or Acquirers that, in the United 
States' sole judgment, has or have the intent and capability (including 
the necessary managerial, operational, technical, and financial 
capability) of competing effectively in the production and sale of 
containerboard; 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 and Defendants give Defendants the ability to unreasonably 
raise the Acquirer's costs, to lower the Acquirer's efficiency, or 
otherwise to interfere with the ability of an Acquirer to compete 
effectively.
    J. As part of a divestiture, and at the option of the Acquirer(s), 
Defendants shall negotiate a transitional agreement or transitional 
agreements to purchase containerboard on commercially reasonable terms 
and conditions from the Divestiture Mills that are sold to the 
Acquirer(s). Such agreement(s) shall have a term of no longer than 
three (3) years. The Acquirer of a Divestiture Mill shall have the 
right to require Defendants to purchase up to 100 percent of the volume 
of containerboard supplied by the particular Divestiture Mill in 2011 
to Defendants in the first year of the contract, up to 75 percent of 
this volume during the second year, and up to 50 percent during the 
third year. Defendants may agree to purchase more containerboard 
produced by the Divestiture Mill(s) than the amounts specified. The 
foregoing limitations and requirements do not affect Defendants' 
ability to (1) maintain or enter into current or future ordinary-course 
containerboard trade agreements with the Acquirer(s) or (2) enter into 
ordinary-course containerboard supply agreements with the Acquirer(s) 
after the end of the three-year term of the purchase agreement(s) 
described in this sub-paragraph.

V. Appointment of Trustee

    A. If Defendants have not divested some or all of the Divestiture 
Assets ordered by Section IV(A) of this Final Judgment within the time 
period

[[Page 10570]]

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 
and approved by the Court to effect the divestiture of any Divestiture 
Mills that Defendants have not divested (the ``remaining Divestiture 
Assets'') in the following manner:
    (1) If Defendants have not divested the New Johnsonville Mill and/
or the Ontario Mill, the Divestiture Trustee will divest the mill(s).
    (2) If Defendants have not divested the Port Hueneme Mill and have 
not divested the Henderson Mill, the Divestiture Trustee must divest 
one of these mills, but not both mills. The Divestiture Trustee shall 
have the discretion to decide whether to divest the Port Hueneme Mill 
or the Henderson Mill. The Divestiture Trustee shall make this 
determination based on the price and terms of the divestiture and the 
speed with which it can be accomplished, but timeliness is paramount.
    B. After the appointment of a Divestiture Trustee becomes 
effective, only the Divestiture Trustee shall have the right to sell 
the remaining Divestiture Assets. The Divestiture Trustee shall have 
the power and authority to accomplish the divestiture to 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, V, and VI of this Final 
Judgment, and shall have such other powers as this Court deems 
appropriate. Subject to Section V(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 10 calendar days after the 
Divestiture Trustee has provided the notice required under Section VI.
    D. The 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 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 remaining 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 
remaining Divestiture Assets, and Defendants shall develop financial 
and other information relevant to the remaining Divestiture Assets as 
the Divestiture Trustee may reasonably request, subject to reasonable 
protection for trade secrets 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 remaining 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 remaining 
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 the report contains information that the Divestiture 
Trustee deems confidential, the report 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 this 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.

VI. Notice of Proposed Divestitures

    A. Within two business days following execution of a definitive 
divestiture agreement, Defendants or the Divestiture Trustee, whichever 
is then responsible for effecting the divestitures required herein, 
shall notify the United States of any proposed divestiture required by 
Section IV or V of this Final Judgment. If the Divestiture Trustee is 
responsible, it shall similarly notify Defendants. 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 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(s). 
Defendants and the Divestiture Trustee shall furnish to the United 
States any additional information requested within 15 calendar days of 
the receipt of the request, unless the parties shall otherwise agree.
    C. Within 30 calendar days after receipt of the notice, or within 
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 
approves or objects to the proposed

[[Page 10571]]

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 V(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 V shall not 
be consummated. Upon objection by Defendants under Section V(C), a 
divestiture proposed under Section V shall not be consummated unless 
approved by the Court.

VII. Financing

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

VIII. Asset Preservation

    Until the divestitures required by this Final Judgment have 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 divestitures 
ordered by this Court.

IX. Appointment of Monitoring Trustee

    A. Upon the filing of this Final Judgment, the United States may, 
in its sole discretion, 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 IX(D) of this Final Judgment, the Monitoring Trustee may hire 
any consultants, accountants, attorneys, or other persons reasonably 
necessary in the Monitoring Trustee's judgment. These individuals shall 
be solely accountable to the Monitoring Trustee.
    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 10 calendar days after the action taken by the Monitoring 
Trustee giving rise to the Defendants' objection.
    D. The Monitoring Trustee and any consultants, accountants, 
attorneys, and other persons retained by the Monitoring Trustee shall 
serve, without bond or other security, at the cost and expense of 
Defendants, 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 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 
Monitoring 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 
of the Divestiture Assets is finalized pursuant to either Section IV or 
Section V of this Final Judgment and any transitional or purchase 
agreements described in Sections IV(H) and (J) of this Final Judgment 
have expired.
    I. If the United States determines that the Monitoring Trustee has 
ceased to act or failed to act diligently, the United States may 
appoint a substitute Monitoring Trustee in the same manner as provided 
in this Section.
    J. The Monitoring Trustee appointed pursuant to this Final Judgment 
may be the same person or entity appointed as a Divestiture Trustee 
pursuant to Section V of this Final Judgment.

X. Affidavits

    A. Within 20 calendar days of the filing of the Complaint in this 
matter, and every 30 calendar days thereafter until the divestiture has 
been completed under Section IV or V, Defendants shall deliver to the 
United States an affidavit as to the fact and manner of their 
compliance with Section IV or V of this Final Judgment. Each such 
affidavit shall include the name, address, and telephone number of each 
person who, during the preceding 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 limitations, if 
any, on such information. Provided that the information set forth in 
the affidavit is true and complete, any objection by the United States 
to information provided by Defendants, including limitations on the 
information, shall be made within 14 calendar days of receipt of such 
affidavit.
    B. Within 20 calendar days of the filing of the Complaint in this 
matter, Defendants shall deliver to the United States 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 VIII of this Final Judgment. Defendants shall deliver to 
the United States an affidavit describing any changes to the efforts 
and actions outlined in Defendants' earlier affidavits filed pursuant 
to this section within 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. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment, or of determining whether the Final Judgment should be 
modified or vacated, and subject to any legally recognized privilege, 
from time to time authorized representatives of the United States, 
including consultants and other persons retained by the United States, 
shall, upon written request of an authorized representative of the 
Assistant Attorney General in charge of

[[Page 10572]]

the Antitrust Division, and on reasonable notice to Defendants, be 
permitted:
    (1) Access during Defendants' office hours to inspect and copy or, 
at the option of the United States, to require Defendants to provide 
hard copy or electronic copies of all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control of 
Defendants, relating to any matters contained in this Final Judgment; 
and
    (2) to interview, either informally or on the record, Defendants' 
officers, employees, or agents, who may have their individual counsel 
present, regarding such matters. The interviews shall be subject to the 
reasonable convenience of the interviewee and without restraint or 
interference by Defendants.
    B. Upon the written request of an authorized representative of the 
Assistant Attorney General in charge of the Antitrust Division, 
Defendants shall submit written reports or responses to written 
interrogatories, under oath if requested, relating to any of the 
matters contained in this Final Judgment as may be requested, 
including, but not limited to, any transitional service, supply, or 
purchase agreements entered into between the Acquirer(s) and the 
Defendants pursuant to Section IV(H) or (J) of this Final Judgment.
    C. No information or documents obtained by the means provided in 
this Section shall be divulged by the United States to any person other 
than an authorized representative of the executive branch of the United 
States, except in the course of legal proceedings to which the United 
States is a party (including grand jury proceedings), or for the 
purpose of securing compliance with this Final Judgment, or as 
otherwise required by law.
    D. If, at the time information or documents are furnished by 
Defendants to the United States, Defendants represent and identify in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under Rule 26(c)(1)(G) of the 
Federal Rules of Civil Procedure, and Defendants mark each pertinent 
page of such material, ``Subject to claim of protection under Rule 
26(c)(1)(G) of the Federal Rules of Civil Procedure,'' then the United 
States shall give Defendants 10 calendar days' notice prior to 
divulging such material in any legal proceeding (other than a grand 
jury proceeding).

XII. No Reacquisition

    Defendants may not reacquire any part of the Divestiture Assets 
during the term of this Final Judgment.

XIII. Retention of Jurisdiction

    This Court retains jurisdiction to enable any party to this Final 
Judgment to apply to this Court at any time for further orders and 
directions as may be necessary or appropriate to carry out or construe 
this Final Judgment, to modify any of its provisions, to enforce 
compliance, and to punish violations of its provisions.

XIV. Expiration of Final Judgment

    Unless this Court grants an extension, this Final Judgment shall 
expire 10 years from the date of its entry.

XV. Public Interest Determination

    The parties have complied with the requirements of the Antitrust 
Procedures and Penalties Act, 15 U.S.C. 16, including making copies 
available to the public of this Final Judgment, the Competitive Impact 
Statement, and any comments thereon and the United States' responses to 
those comments. Based upon the record before the Court, which includes 
the Competitive Impact Statement and any comments and responses to 
comments filed with the Court, entry of this Final Judgment is in the 
public interest.

Date:------------------------------------------------------------------

    Court approval subject to procedures of the Antitrust Procedures 
and Penalties Act, 15 U.S.C. Sec.  16.
-----------------------------------------------------------------------

United States District Judge.

[FR Doc. 2012-3975 Filed 2-21-12; 8:45 am]
BILLING CODE P