United States v. Cox Enterprises, Inc. et al.; Proposed Final Judgment and Competitive Impact Statement, 61454-61469 [2015-26042]

Agencies

• Antitrust Division
• Department of Justice

[Federal Register Volume 80, Number 197 (Tuesday, October 13, 2015)]
[Notices]
[Pages 61454-61469]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-26042]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. Cox Enterprises, Inc. 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. 16(b)-(h), that a proposed Final Judgment, 
Hold Separate Stipulation and Order, and Competitive Impact Statement 
have been filed with the United States District Court for the District 
of Columbia in United States of America v. Cox Enterprises, Inc., et 
al., Civil Action No. 1:15-cv-01583 (TFH). On September 29, 2015, the 
United States filed a Complaint alleging that Cox Automotive's proposed 
acquisition of Dealertrack Technologies, Inc.'s automobile dealership 
inventory management solution (IMS) business would violate Section 7 of 
the Clayton Act, 15 U.S.C. Sec.  18. The proposed Final Judgment, filed 
at the same time as the Complaint, requires Defendants to divest 
Dealertrack's IMS business to DealerSocket, Inc. or to another buyer 
approved by the United States. The proposed Final Judgment also: (1) 
Requires Defendants to enable the continuing exchange of data and 
content between the divested IMS business and other data sources, 
Internet sites, and automotive solutions that they control; and (2) 
prevents Defendants from unreasonably using their ownership interest in 
Chrome Data Solutions, LP, a company that compiles and licenses vehicle 
information data used by IMSs and other solutions and Web sites.
    Copies of the Complaint, proposed Final Judgment, and Competitive 
Impact Statement are available for inspection on the Antitrust 
Division's Web site at https://www.justice.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, including the name of the submitter, and 
responses thereto, will be posted on the Antitrust Division's Web site, 
filed with the Court, and, under certain circumstances, published in 
the Federal Register. Comments should be directed to James J. Tierney, 
Chief, Networks &Technology Enforcement Section, Antitrust Division, 
Department of Justice, 450 Fifth Street NW., Suite 7100, Washington, DC 
0530 (telephone: 202-307-6200).

Patricia A. Brink,
Director of Civil Enforcement.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

    UNITED STATES OF AMERICA, U.S. Department of Justice, Antitrust 
Division, 450 Fifth Street NW., Suite 7100, Washington, DC 20530, 
Plaintiff, v. COX ENTERPRISES, INC., 6205 Peachtree Dunwoody Road, 
Atlanta, GA 30328, COX AUTOMOTIVE, INC., 3003 Summit Blvd., Suite 200, 
Atlanta, GA 30319, and DEALERTRACK TECHNOLOGIES, INC., 1111 Marcus Ave, 
Suite M04, Lake Success, NY 11042,Defendants.

Case No. 1:15-cv-01583
Judge: Thomas F. Hogan
Description: Antitrust
Filed: September 29, 2015

COMPLAINT

    The United States of America, acting under the direction of the 
Attorney General of the United States, brings this civil action to 
enjoin the proposed acquisition by Defendants Cox Enterprises, Inc. and 
Cox Automotive, Inc. (collectively, ``Cox'') of Defendant Dealertrack 
Technologies, Inc. (``Dealertrack''). The United States alleges as 
follows:

[[Page 61455]]

I. NATURE OF THE ACTION

    1. Cox intends to acquire all of the outstanding shares of common 
stock of Dealertrack through a cash tender offer totaling approximately 
$4 billion. Cox and Dealertrack are both leading providers of automated 
solutions and marketing services to the automotive industry, and are 
significant direct competitors in the development, marketing, and sale 
of inventory management solutions (``IMSs'') to automotive dealerships 
in the United States.
    2. Cox and Dealertrack are the two leading providers of full-
featured IMSs that are employed primarily for inventory management in 
the used vehicle businesses of larger automotive dealerships, 
particularly those that operate franchises associated with new vehicle 
original equipment manufacturers (``OEMs''). The IMSs of Cox and 
Dealertrack participate in a market with only four significant 
competitors. The two firms compete head-to-head in the development, 
marketing, and sale of their respective IMSs. Cox's proposed 
acquisition of Dealertrack would eliminate this competition, resulting 
in higher prices and lower quality for dealership consumers.
    3. Accordingly, the transaction is likely to substantially lessen 
competition in the provision of full-featured IMSs in the United 
States, in violation of Section 7 of the Clayton Act, 15 U.S.C. Sec.  
18, and should be enjoined.

II. JURISDICTION, VENUE, AND INTERSTATE COMMERCE

    4. The United States brings this action under Section 15 of the 
Clayton Act, 15 U.S.C. Sec.  25, to prevent and restrain Defendants 
from violating Section 7 of the Clayton Act, 15 U.S.C. Sec.  18. This 
Court has subject-matter jurisdiction over this action under Section 15 
of the Clayton Act, 15 U.S.C. Sec.  25, and 28 U.S.C. Sec. Sec.  1331, 
1337(a), and 1345.
    5. Defendants market, sell, operate, and service their products, 
including their IMSs, throughout the United States and regularly and 
continuously transact business and transmit data in connection with 
these activities in the flow of interstate commerce, which has a 
substantial effect upon interstate commerce.
    6. Defendants consent to personal jurisdiction and venue in this 
district. This Court has personal jurisdiction over each Defendant and 
venue is proper under Section 12 of the Clayton Act, 15 U.S.C. Sec.  
22, and 28 U.S.C. Sec.  1391(b) and (c).

III. DEFENDANTS AND THE PROPOSED ACQUISITION

    7. Cox Enterprises, Inc., and its subsidiary, Cox Automotive, Inc., 
are both Delaware corporations headquartered in Atlanta, Georgia. Cox 
develops and sells a diverse portfolio of automated solutions and 
services for automotive dealers and consumers, including vAuto, a full-
featured IMS. The total annual net revenue of Cox's automotive 
businesses in 2014 was approximately $4.9 billion. Its U.S. IMS revenue 
was a relatively small part of its total revenue.
    8. Dealertrack Technologies, Inc. is a Delaware corporation 
headquartered in Lake Success, New York. Dealertrack develops and sells 
a variety of automated solutions and services for automotive dealers, 
including Inventory+, a full-featured IMS that combines the 
functionality from two IMSs that Dealertrack acquired--AAX and 
eCarList. Dealertrack's total annual net revenue in 2014 was 
approximately $854 million. Its U.S. IMS revenue was a relatively small 
part of its total revenue. Dealertrack also owns a 50% interest in 
Chrome Data Solutions, LP (``Chrome''), a company that compiles and 
licenses vehicle information data. The remaining 50% interest in Chrome 
is owned by Autodata Solutions, Inc. and Autodata Solutions Company 
(collectively, ``Autodata'').
    9. On June 12, 2015, Cox Automotive and Dealertrack entered into an 
Agreement and Plan of Merger whereby Cox agreed to commence a cash 
tender offer to acquire all of the outstanding shares of Dealertrack 
for $63.25 per share, for a total of approximately $4 billion.

IV. THE RELEVANT MARKET

A. Industry Background

    10. In the United States, new and used vehicles are typically sold 
to consumers through automotive dealerships. A dealership may be 
``franchised,'' meaning it is associated with an OEM, or 
``independent'' of any association with an OEM. New vehicles are 
acquired by franchised dealers directly from OEMs and resold to 
consumers. Used vehicles are purchased or otherwise acquired (often 
through trade-ins) by franchised or independent dealers and then sold 
to consumers or at wholesale (often at auction). A dealer may have more 
than one physical store (or ``rooftop'') and franchised dealers may be 
associated with more than one OEM. The type of automated products and 
services that a dealer uses to manage its business often depends on its 
size, its level of sophistication, and whether it is franchised or 
independent.
    11. Most franchised and larger independent dealers rely on dealer 
management systems (``DMSs'') to manage the primary functions of their 
businesses, including sales, finance, accounting, service, parts, and 
personnel. The DMS is the central repository for a large amount of data 
about the dealer's day-to-day business activities. IMSs are a type of 
``point'' solution that offer enhanced functionality that is not 
provided in the DMS. IMSs communicate and share data with the dealer's 
DMS and other point solutions.
    12. Full-featured IMSs traditionally have been used to assist 
dealers in managing their used vehicle inventories, although the 
leading IMSs increasingly offer extended functionality to manage new 
vehicle inventories. A full-featured IMS uses algorithms and 
sophisticated analytics to help dealers: (1) optimize their 
inventories; (2) appraise the value of vehicles they want to acquire; 
(3) set prices for vehicles they want to sell; (4) publish listings of 
vehicles that they have for sale; and (5) run detailed reports and 
analytics on vehicle and dealership performance relative to other 
vehicles and dealerships. This combination of automated analytics, 
reporting, optimization, pricing, and merchandising enables dealers 
using full-featured IMSs to operate their businesses more efficiently 
and to increase the rate at which they sell vehicles (``inventory 
turns'') and their overall profitability.
    13. To perform the functionality described above, a full-featured 
IMS must be able to exchange data and communicate with other automated 
solutions. The performance and competitive viability of a full-featured 
IMS depends on the breadth and quality of its data.
    14. A full-featured IMS obtains data about the dealer's current 
inventory and vehicle sales history from its DMS and provides the DMS 
with new or updated information, such as new or changed vehicle prices. 
A full-featured IMS collects a large amount of wholesale and retail 
pricing data, which may include data from auction services, book value 
guides, vehicle history reports, and online listings. It may also 
collect indicators of consumer interest in a particular vehicle, such 
as click data relating to consumers' online browsing activities. 
Further, a full-featured IMS prepares and distributes vehicle listings 
to the dealer's Web site and third-party vehicle retail sites.
    15. Defendants own or otherwise control access to many of the most

[[Page 61456]]

important data sources and destinations for full-featured IMSs. Cox's 
Manheim Market Report is the most comprehensive and widely used source 
of data from auction services. With AutoTrader, Cox controls the 
leading online solution for buying and selling new and used vehicles. 
With Kelly Blue Book, Cox controls the most widely used consumer-facing 
book value guide. With Dealer.com, Dealertrack manages the majority of 
franchised dealer Web sites. With its DMS, Dealertrack manages 
inventory and transaction data for a significant number of franchised 
dealers. As described above, Dealertrack also owns 50% of Chrome, which 
is the primary source of vehicle-specific data relied upon by full-
featured IMSs, DMSs, and many other point solutions and Web sites.
    16. To operate efficiently, a full-featured IMS must access and be 
able to transmit and receive data about specific vehicles with other 
automated solutions. This vehicle-specific data includes, but is much 
broader than, information about the year, make, model, engine, plant 
location, and country of origin of a vehicle that is encoded in the 17-
digit vehicle identification number (``VIN''). A full-featured IMS also 
relies on many additional categories of vehicle-specific data, such as 
editorial content, stock images, stock videos, ordering guide pricing 
data, OEM features and specifications data, configuration data, factory 
service schedule data, accessories data, warranty information, OEM new 
vehicle rebates and incentives data, and OEM build data (the ``as 
built'' equipment manifest and pricing data). Chrome is the leading 
provider of this vehicle-specific information, and Chrome offers 
significantly more vehicle data than any other supplier.
    17. Every full-featured IMS relies on Chrome data, as do most other 
automotive solutions and Web sites with which IMSs exchange vehicle 
data. Chrome has become a de facto standard that these solutions and 
Web sites employ to enable the efficient exchange of information about 
specific vehicles. Incorporation of Chrome data into most major 
automotive solutions has resulted in significant network efficiencies.

B. Relevant Product Market

    18. A hypothetical monopolist of full-featured IMSs profitably 
could increase its prices by at least a small but significant and non-
transitory amount. Full-featured IMSs are most frequently used by large 
franchised and independent dealers. These dealers generally have larger 
information technology budgets, make more decisions centrally, and have 
more complex operating requirements than smaller dealers due to larger 
vehicle inventories, higher inventory turns, and more rooftops. They 
are therefore more dependent on robust, integrated automated solutions 
to effectively manage their businesses. Although some other solutions 
offer dealers certain aspects of inventory management functionality, 
they are less comprehensive and less robust than full-featured IMSs. 
These solutions are used primarily by smaller dealers and are not 
meaningful alternatives to full-featured IMSs. Accordingly, full-
featured IMSs constitute a relevant product market and line of commerce 
for purposes of analyzing the likely competitive effects of the 
proposed acquisition under Section 7 of the Clayton Act, 15 U.S.C. 
Sec.  18.

C. Relevant Geographic Market

    19. Defendants market and sell IMSs to dealerships located across 
the United States, and customers do not differentiate between IMSs on 
the basis of location. A hypothetical monopolist of full-featured IMSs 
profitably could increase its prices to dealers in the United States by 
a small but significant and non-transitory amount. Accordingly, the 
United States is a relevant geographic market for purposes of analyzing 
the likely competitive effects of the proposed acquisition under 
Section 7 of the Clayton Act, 15 U.S.C. Sec.  18.

V. ANTICOMPETITIVE EFFECTS OF THE PROPOSED ACQUISITION

    20. Cox and Dealertrack are the two leading providers of full-
featured IMSs. Cox is the market leader, with a market share of 
approximately 60%. Dealertrack is the second leading provider with a 
market share of approximately 26%. Cox's proposed acquisition of 
Dealertrack would enable the merged firm to control approximately 86% 
of full-featured IMS sales.
    21. Market concentration is often a useful indicator of the level 
of competitive vigor in a market and the likely competitive effects of 
a merger. The more concentrated a market, and the more a transaction 
would increase that concentration, the more likely it is that the 
transaction would result in reduced competition, harming consumers. 
Market concentration commonly is measured by the Herfindahl-Hirschman 
Index (``HHI''), as discussed in Appendix A. Markets in which the HHI 
exceeds 2,500 points are considered highly concentrated, and 
transactions that increase the HHI by more than 200 points in highly 
concentrated markets are presumed likely to enhance market power. Here, 
the proposed acquisition would substantially increase market 
concentration in a highly concentrated market, raising the HHI by 
approximately 3120 points to a post-acquisition HHI of approximately 
7526 points.
    22. Cox and Dealertrack currently compete head-to-head and their 
IMSs are close substitutes. Cox's proposed acquisition of Dealertrack 
would eliminate this competition and further concentrate a market that 
is already highly concentrated. As a result, Cox would emerge as the 
clearly dominant provider of full-featured IMSs with the ability to 
exercise substantial market power, thereby increasing the likelihood 
that Cox could unilaterally increase prices or reduce its investment or 
other efforts to improve the quality of its products and services. 
Moreover, with the acquisition of Dealertrack, Cox would acquire an 
ownership interest in Chrome that could enable Cox to deny or restrict 
access to Chrome data and thereby unilaterally undermine the 
competitive viability of Cox's remaining IMS competitors.

VI. ABSENCE OF COUNTERVAILING FACTORS

    23. It is unlikely that any firm would enter the relevant product 
and geographic markets alleged herein in a timely manner sufficient to 
defeat the likely anticompetitive effects of the proposed acquisition. 
Successful entry in the development, marketing, operation, and sale of 
a full-featured IMS to dealers in the United States is difficult, time-
consuming, and costly.
    24. Any new entrant would be required to expend significant time 
and capital to design and develop an automated solution with 
functionality that is at least comparable to the Defendants' full-
featured IMSs, including developing robust algorithms that could 
accurately source, price, and market a dealer's vehicles. Successful 
entry would also require a substantial effort in identifying and 
obtaining access to the data sources necessary to power the IMS 
algorithms, and significant payments for such data and for access to 
the interfaces necessary to allow the IMS to work with a dealer's DMS 
and other automated solutions. In particular, it is unlikely that any 
such effort would produce an economically viable alternative to Chrome 
data in the near future.

[[Page 61457]]

VII. VIOLATION ALLEGED

    25. The United States incorporates the allegations of paragraphs 1 
through 24 above.
    26. The proposed acquisition of Dealertrack by Cox is likely to 
substantially lessen competition for full-featured IMSs in the United 
States in violation of Section 7 of the Clayton Act, 15 U.S.C. Sec.  
18.
    27. Unless enjoined, the proposed acquisition likely will have the 
following anticompetitive effects, among others:
    (a) actual and potential competition between Cox and Dealertrack in 
the development, marketing, and sale of IMSs in the United States will 
be eliminated;
    (b) competition in the development, marketing, and sale of IMSs in 
general will be substantially lessened;
    (c) prices of IMSs will increase;
    (d) improvements or upgrades to the quality or functionality of 
IMSs will be less frequent and less substantial; and
    (e) the quality of service for IMSs will decline.

VIII. REQUEST FOR RELIEF

    28. The United States requests that this Court:
    (a) adjudge and decree that Cox's proposed acquisition of 
Dealertrack would be unlawful and would violate Section 7 of the 
Clayton Act, 15 U.S.C. 18;
    (b) permanently enjoin and restrain Defendants and all persons 
acting on their behalf from carrying out the Agreement and Plan of 
Merger dated June 12, 2015, or from entering into or carrying out any 
other contract, agreement, plan, or understanding to combine Cox with 
Dealertrack;
    (c) award the United States its costs for this action; and
    (d) award the United States such other and further relief as this 
Court deems just and proper.

Dated: September 29, 2015

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA:

William J. Baer (DC Bar #324723)
Assistant Attorney General for Antitrust

Renata B. Hesse (DC Bar #466107)
Deputy Assistant Attorney General

Patricia A. Brink
Director of Civil Enforcement

James J. Tierney (DC Bar #434610)
Chief, Networks & Technology Enforcement Section

Aaron Hoag
Matthew Hammond
Assistant Chiefs, Networks & Technology Enforcement Section

Ian D. Hoffman
Kent Brown
John C. Filippini (DC Bar #165159)
Patricia L. Sindel (DC Bar #997505)
Trial Attorneys, Networks & Technology Enforcement Section

Antitrust Division
U.S. Department of Justice
450 Fifth Street NW., Suite 7100
Washington, DC 20530
Phone: (202) 598-2456
Facsimile: (202) 616-8544
Email: ian.hoffman@atr.usdoj.gov

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 relevant 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 & Federal Trade Commission, Horizontal 
Merger Guidelines Sec.  5.3 (2010) (``Guidelines''). Transactions that 
increase the HHI by more than 200 points in highly concentrated markets 
presumptively raise antitrust concerns under the Guidelines. Id.

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    UNITED STATES OF AMERICA Plaintiff, v. COX ENTERPRISES, INC., COX 
AUTOMOTIVE, INC., and DEALERTRACK TECHNOLOGIES, INC. Defendants.

Case No. 1:15-cv-01583
Judge: Thomas F. Hogan
Description: Antitrust
Filed: September 29, 2015

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

    On June 12, 2015, Defendant Cox Automotive, Inc., a subsidiary of 
Defendant Cox Enterprises, Inc. (collectively ``Cox''), and Defendant 
Dealertrack Technologies, Inc. (``Dealertrack'') entered into an 
Agreement and Plan of Merger whereby Cox agreed to commence a cash 
tender offer to acquire all of the outstanding shares of Dealertrack 
for $63.25 per share, for a total of approximately $4 billion. The 
United States filed a civil antitrust Complaint on September 29, 2015, 
seeking to enjoin the proposed acquisition. The Complaint alleges that 
the likely effect of this acquisition would be to lessen competition 
substantially for the development, marketing, and sale of full-featured 
inventory management solutions (``IMSs'') in the United States in 
violation of Section 7 of the Clayton Act, 15 U.S.C. 18. This loss of 
competition likely would result in higher prices and lower quality for 
dealership consumers.
    At the same time the Complaint was filed, the United States also 
filed a proposed Final Judgment and Hold Separate Stipulation and Order 
(``Hold Separate''), which are designed to prevent the alleged 
anticompetitive effects of the acquisition. Under the proposed Final 
Judgment, which is explained more fully below, Defendants are required: 
(1) to divest to DealerSocket, Inc., or to another Acquirer that is 
acceptable to the United States, all of Dealertrack's interest in its 
IMS products and related assets; (2) to provide short-term transition 
services and support to enable the Acquirer to operate the divested 
assets without any disruption as of the date of the divestiture; (3) to 
permit for up to four years the continuing exchange of data and content 
between the divested assets and other data sources, Internet sites, and 
automotive solutions that are owned, controlled, provided, or managed 
by Defendants; and (4) to undertake various obligations to prevent 
Defendants from exploiting Dealertrack's interest in Chrome Data 
Solutions, LP. (``Chrome''). The parties have submitted a proposed 
agreement to sell the divestiture assets to DealerSocket, which is 
currently under review by the United States.

[[Page 61458]]

    Under the terms of the Hold Separate, Defendants will take certain 
steps to ensure that the assets to be divested are operated as a 
competitively independent, economically viable, and ongoing business 
concern that will remain independent and uninfluenced by the 
consummation of the acquisition, and that competition is maintained 
during the pendency of the ordered divestiture.
    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA, and the 
Hold Separate provides that Defendants will comply with the terms of 
the proposed Final Judgment pending its entry. 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. DESCRIPTION OF THE EVENTS GIVING RISE TO THE ALLEGED VIOLATION

A. Defendants and the Proposed Transaction

    Cox Automotive, Inc. and Cox Enterprises, Inc. are privately-held 
Delaware corporations, with their headquarters in Atlanta, Georgia. The 
automotive products managed by Cox encompass a broad portfolio of 
automated solutions and services for automotive dealers and consumers, 
including vAuto, a full-featured IMS. Cox's total annual automotive 
revenue in 2014 was about $4.9 billion, of which its U.S. IMS revenue 
was a small part.
    Dealertrack is a Delaware corporation with its headquarters in Lake 
Success, New York. Dealertrack develops and sells a variety of 
automated solutions and services for automotive dealers, including 
Inventory+, a full-featured IMS that combines the functionality from 
two IMSs that Dealertrack acquired--AAX and eCarList. Dealertrack's 
total annual revenue in 2014 was about $854 million, of which its U.S. 
IMS revenue was a small part. Dealertrack also owns a 50% interest in 
Chrome, a company that compiles and licenses vehicle information data 
for use in IMSs and other automated solutions and services for the 
automotive industry. The remaining 50% interest in Chrome is owned by 
Autodata Solutions, Inc. and Autodata Solutions Company (collectively, 
``Autodata'').
    Cox's proposed acquisition of Dealertrack would lessen competition 
substantially in the development, marketing, and sale of full-featured 
IMSs in the United States. The acquisition is the subject of the 
Complaint and proposed Final Judgment filed by the United States on 
September 29, 2015.

B. The Competitive Effects of the Transaction on IMSs in the United 
States

1. Automotive Dealerships and IMSs

    In the United States, new and used vehicles are typically sold to 
consumers through automotive dealerships. A dealership may be 
``franchised,'' meaning it is associated with an original equipment 
manufacturer (``OEM''), or ``independent'' of any association with an 
OEM. New vehicles are acquired by franchised dealers directly from OEMs 
and resold to consumers. Used vehicles are purchased or otherwise 
acquired (often through trade-ins) by franchised or independent dealers 
and then sold to consumers or at wholesale (often at auction). A dealer 
may have more than one physical store (or ``rooftop'') and franchised 
dealers may be associated with more than one OEM. The type of automated 
products and services that a dealer uses to manage its business often 
depends on its size, its level of sophistication, and whether it is 
franchised or independent.
    Most large franchised and independent dealers rely on dealer 
management systems (``DMSs'') to manage the primary functions of their 
businesses, including sales, finance, accounting, service, parts, and 
personnel. The DMS is the central repository for a large amount of data 
about the dealer's day-to-day business activities. IMSs are a type of 
``point'' solution that a dealer may use to obtain enhanced 
functionality that is not provided in its DMS. IMSs communicate and 
share data with the dealer's DMS and other point solutions.
    Full-featured IMSs have traditionally been used to assist dealers 
in managing their used vehicle inventory, although the leading IMSs 
increasingly offer extended functionality to manage new vehicle 
inventories. A full-featured IMS uses algorithms and sophisticated 
analytics to help dealers: (1) Optimize their inventories; (2) appraise 
the value of vehicles they want to acquire; (3) set prices for vehicles 
they want to sell; (4) publish listings of vehicles that they have for 
sale; and (5) run detailed reports and analytics on vehicle and 
dealership performance relative to other vehicles and dealerships. This 
combination of automated analytics, reporting, optimization, pricing, 
and merchandising enables dealers using full-featured IMSs to operate 
their used vehicle businesses more efficiently and to increase the rate 
at which they sell vehicles (``inventory turns'') and their overall 
profitability.

2. IMS Data Exchange Requirements and Sources

    To perform the functionality described above, a full-featured IMS 
must be able to exchange data and communicate with other automated 
solutions. The performance and competitive viability of a full-featured 
IMS depends on the breadth and quality of its data sets.
    To optimize a dealer's inventory, a full-featured IMS obtains data 
about the dealer's current inventory from its DMS and analyzes it 
against certain benchmarks. The IMS recommends vehicles that the dealer 
should add to its inventory and identifies and scores the desirability 
of vehicles that are available for acquisition, thereby allowing 
dealers to pick the fastest-selling or most profitable vehicles. It 
also identifies vehicles in inventory that are not selling well and 
recommends actions the dealer should take to price or dispose of those 
vehicles.
    To appraise and price a vehicle, a full-featured IMS collects, 
aggregates, and analyzes a large amount of wholesale and retail pricing 
data, which may include data from auction services, book value guides, 
vehicle history reports, and online listings, as well as historical 
data from the DMS relating to transactions involving other similar 
vehicles. A full-featured IMS uses this data to provide the dealer with 
a view of the current competitive landscape for a vehicle, including 
suggested prices for meeting various objectives the dealer may have for 
the sale of the vehicle. In addition, a full-featured IMS may provide 
an indication of consumer interest in a particular vehicle, based on an 
analysis of when the current inventory of similar vehicles in an area 
will be exhausted or click data relating to consumers' online browsing 
activities.
    A full-featured IMS also automates the online merchandising of a 
vehicle by preparing online postings with vehicle descriptions and 
uploading the vehicle listings, together with photos and marketing 
descriptions, to the dealer's Web site and third-party vehicle retail 
sites. These tools save time by providing dealers access to multiple 
sites through a single platform and allowing them to create effective, 
professional vehicle listings that are consistent across multiple Web 
sites.
    Defendants own or otherwise control access to many significant data 
sources and destinations for full-featured IMSs.

[[Page 61459]]

Cox's Manheim Market Report is the most comprehensive and widely used 
source of data from auction services. With AutoTrader, Cox controls the 
leading online solution for buying and selling new and used vehicles. 
With Kelly Blue Book, Cox controls the most widely used consumer-facing 
vehicle book value guide. With Dealer.com, Dealertrack manages the 
majority of franchised dealer Web sites. With its DMS, Dealertrack 
manages the inventory and transaction data for a significant number of 
franchised dealers. As described above, Dealertrack also owns 50% of 
Chrome, which is the primary source of vehicle-specific data relied 
upon by full-featured IMSs, DMSs, and many other point solutions and 
Web sites.
    To operate efficiently, a full-featured IMS must access and 
communicate data about specific vehicles with other automated 
solutions. This vehicle-specific data includes, but is much broader 
than, information about the year, make, model, engine, plant location, 
and country of origin of a vehicle that is encoded in the 17-digit 
vehicle identification number (``VIN''). A full-featured IMS also 
relies on many additional categories of vehicle-specific data, such as 
editorial content, stock images, stock videos, ordering guide pricing 
data, OEM features and specifications data, configuration data, factory 
service schedule data, accessories data, warranty information, OEM new 
vehicle rebates and incentives data, and OEM build data (the ``as 
built'' equipment manifest and pricing data). Chrome is the leading 
provider of this vehicle-specific information, and Chrome offers 
significantly more vehicle data than any other supplier
    Every full-featured IMS relies on Chrome data, as do most other 
automotive solutions and Web sites with which the IMSs exchange 
information about specific vehicles. Indeed, Chrome has become the de 
facto standard that these solutions and Web sites employ to enable the 
efficient exchange of information about specific vehicles. 
Incorporation of Chrome data into most major automotive solutions has 
resulted in significant network efficiencies.

3. Market Structure and Competitive Effects

    Full-featured IMSs are most frequently used by large franchised and 
independent dealers. These dealers generally have larger IT budgets, 
make more decisions centrally, and have more complex operating 
requirements than smaller dealers due to larger vehicle inventories, 
higher inventory turns, and more rooftops. These dealers are more 
dependent on full-featured IMSs and other robust, integrated automated 
solutions to effectively manage their businesses. Although some other 
solutions offer dealers certain aspects of inventory management 
functionality, they are less comprehensive and less robust than full-
featured IMSs. These solutions are used primarily by smaller dealers 
and are not meaningful alternatives to full-featured IMSs.
    Cox and Dealertrack are by far the two leading providers of full-
featured IMSs. Cox is the market leader with a market share of 
approximately 60%; Dealertrack has a market share of about 26%.
    Cox and Dealertrack currently compete head-to-head in the 
development, marketing, and sale of their respective full-featured 
IMSs. The proposed acquisition would eliminate this competition, and 
Cox would emerge as the clearly dominant full-featured IMS provider 
with the ability to exercise substantial market power, thereby 
increasing the likelihood that Cox can and would unilaterally increase 
prices or reduce its investment or other efforts to improve the quality 
of its products and services. Moreover, with the acquisition of 
Dealertrack, Cox would acquire an ownership interest in Chrome that 
could enable Cox to deny or restrict access to Chrome data and thereby 
unilaterally undermine the competitive viability of Cox's remaining IMS 
competitors.

III. EXPLANATION OF THE PROPOSED FINAL JUDGMENT

    The divestiture and other remedial measures of the proposed Final 
Judgment will prevent the alleged anticompetitive effects of the 
acquisition by preserving Dealertrack's IMS business as an economically 
viable competitor. Pursuant to Section IV, the proposed Final Judgment 
requires Defendants, within ten (10) days after the Court's signing of 
the Hold Separate or the closing of Cox's acquisition of Dealertrack, 
whichever is later, to divest the products, related assets, and ongoing 
business operations relating to Dealertrack's IMS business operations 
in the United States.\1\ The assets must be divested in such a way as 
to satisfy the United States in its sole discretion that the operations 
can and will be operated by the Acquirer as a viable, ongoing business 
that can compete effectively in providing IMSs.
---------------------------------------------------------------------------

    \1\ Some IMS products that Dealertrack sells in the U.S. are 
also sold in Canada. Defendants are required to divest Dealertrack's 
entire interest in the specified IMS products.
---------------------------------------------------------------------------

    Defendants must use their best efforts to complete the required 
divestiture as expeditiously as possible. Defendants have proposed a 
divestiture to DealerSocket. If the proposed divestiture to 
DealerSocket is delayed, abandoned, or not approved, the United States, 
in its sole discretion, may agree to one or more extensions of the time 
for Defendants to complete the divestiture to DealerSocket or another 
Acquirer that is acceptable to the United States. All such extensions 
may not exceed one hundred and twenty (120) calendar days.
    If Defendants do not complete the divestiture within the prescribed 
time, Section VI of the Final Judgment provides that the Court will 
appoint a trustee selected by the United States to effect the 
divestiture. Defendants are required to use their best efforts to 
assist the trustee in accomplishing the divestiture and will pay the 
trustee's costs and expenses. 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. The trustee will file monthly reports with the Court and 
the United States setting forth his or her efforts to accomplish the 
divestiture. If the trustee does not complete the divestiture within 
six months, the trustee and the United States will make recommendations 
to the Court, which shall enter such orders as appropriate to carry out 
the purpose of the proposed Final Judgment, including potentially 
extending the trust or the term of the trustee's appointment.
    Section V of the proposed Final Judgment imposes additional 
obligations to foster a smooth transfer of Dealertrack's IMS business 
to DealerSocket or another Acquirer and to ensure for a reasonable time 
that Defendants permit the uninterrupted exchange of data and content 
between the divested IMS products and other data sources, Internet 
sites, and automotive solutions that are owned, controlled, provided, 
or managed by Defendants. Section V.A requires Defendants to provide 
for up to one year any transition services that are necessary to enable 
the Acquirer to operate the divested assets and compete effectively in 
the market for IMSs as of the date of the divestiture.
    Section V.B requires Defendants to enable for up to four years the 
exchange of data and other content that is currently being exchanged 
between the divested IMS products and any destinations, sites, or other 
data sources that Defendants control. This section provides for the 
continuing exchange of

[[Page 61460]]

data between the divested IMS products and, for example, Cox's Manheim, 
AutoTrader, and KBB products. Section V.C requires Defendants to 
provide for the exchange of this data on the same terms that were in 
effect before the divestiture and specifies conditions when the 
Acquirer may elect to exchange the data under more favorable terms.
    Section V.F requires Defendants to enable, at cost, for up to four 
years the exchange of an IMS customer's data that is currently being 
exchanged between the divested IMS products and any of the customer's 
other sites or solutions that are provided or managed by Defendants. 
This section provides for the continuing exchange of a customer's data 
between the divested IMS product used by the customer and, for example, 
the customer's Web site that is managed by Dealertrack's Dealer.com or 
the customer's Dealertrack DMS. Section V.G requires Defendants to 
provide for the exchange of this customer data on the same terms that 
were in effect before the divestiture and specifies conditions when the 
Acquirer may elect to exchange the data under more favorable terms.
    Sections V.L through V.P impose various obligations to ensure that 
Defendants do not take any action to disrupt access to Chrome data by 
their IMS competitors, including the Acquirer, or to reduce or limit 
the value that Defendants' IMS competitors derive from Chrome's status 
as a de facto standard in many automotive solutions and Web sites. In 
particular, Defendants are prohibited from taking any action that would 
prevent Autodata from exercising the right it will have to acquire and 
exercise control of Chrome after Cox completes its acquisition of 
Dealertrack (Section V.L); from exercising any rights, other than a 
limited right to veto the renewal of a Chrome license to CDK Global or 
Reynolds and Reynolds (``Reynolds'') (discussed below), with respect to 
the licensing or pricing of Chrome data to any customer or customer 
class that competes with Defendants (Section V.M); from reviewing or 
using the competitively sensitive information of any customer or 
customer class that competes with Defendants (Section V.N); and from 
acquiring any additional assets or interests in Chrome (Section V.O). 
Section V.P requires Defendants to use all reasonable efforts to amend 
the Chrome joint venture and operating agreements to incorporate the 
limitations or rights imposed by Sections V.L through V.O. These 
amendments would allow the requirements in Sections V.L through V.O to 
survive termination of the proposed Final Judgment in a private 
agreement that could be enforced by Autodata and could only be 
withdrawn or modified with Autodata's consent.
    CDK Global and Reynolds currently account for the vast majority of 
all DMS sales, and Dealertrack currently has the right to veto any 
Chrome license with CDK Global or Reynolds. Section V.M would 
substantially limit Defendants' use of this preexisting right to when 
either CDK Global or Reynolds terminates, without reasonable cause, the 
ability of CDK Global's or Reynolds' DMS products to interoperate with 
the Defendants' products. This provision preserves an industry dynamic 
that favors interoperability and benefits consumers.
    Section XI of the proposed Final Judgment provides that, on 
application of the United States, the Court shall appoint a Monitoring 
Trustee selected by the United States. The Monitoring Trustee will have 
the power and authority to investigate and report on Defendants' 
compliance with the Final Judgment and Hold Separate, including 
Defendants' compliance with all of the obligations in Section V 
relating to transition services, data exchange, and Chrome data. The 
Monitoring Trustee will not have any responsibility or obligation for 
the operation of Defendants' businesses. The Monitoring Trustee will 
serve at Defendants' expense, on such terms and conditions as the 
United States approves, and Defendants must use their best efforts to 
assist the trustee in fulfilling its obligations. The Monitoring 
Trustee will file quarterly reports and will serve until the required 
divestiture is complete and for so long as Defendants continue to have 
obligations under Section V.

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 AVAILABLE 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 sixty (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 sixty (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 United States 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. In 
addition, comments will be posted on the U.S. Department of Justice, 
Antitrust Division's Internet Web site and, under certain 
circumstances, published in the Federal Register.
    Written comments should be submitted to:
    James J. Tierney, Chief
    Networks & Technology Enforcement Section
    Antitrust Division
    United States Department of Justice
    450 Fifth Street NW., Suite 7100
    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 continued the litigation and sought 
preliminary and permanent injunctions against Cox's acquisition of 
Dealertrack. The United States is satisfied, however, that the 
divestiture

[[Page 61461]]

of assets and other relief described in the proposed Final Judgment and 
Hold Separate will preserve competition for the provision of IMSs in 
the United States, and thus effectively addresses the violation alleged 
in the Complaint. The proposed Final Judgment would therefore achieve 
all or substantially all of the relief the United States would have 
obtained through litigation, but avoids the time, expense, and 
uncertainty of a full trial on the merits.

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 sixty-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, U.S. Airways 
Group, Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014) (explaining that the 
``court's inquiry is limited'' in Tunney Act settlements); United 
States v. InBev N.V./S.A., No. 08-1965 (JR), 2009-2 Trade Cas. (CCH) ] 
76,736, 2009 U.S. Dist. LEXIS 84787, at *3, (D.D.C. Aug. 11, 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 mechanism to enforce the 
final judgment are clear and manageable.'').\2\
---------------------------------------------------------------------------

    \2\ The 2004 amendments substituted ``shall'' for ``may'' in 
directing relevant factors for courts 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).
---------------------------------------------------------------------------

    As the United States Court of Appeals for the District of Columbia 
Circuit has held, under the APPA a court considers, among other things, 
the relationship between the remedy secured and the specific 
allegations set forth in the government's 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; United States v. Alcoa, Inc., 152 
F. Supp. 2d 37, 40 (D.D.C. 2001); InBev, 2009 U.S. Dist. LEXIS 84787, 
at *3. 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).\3\ 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 U.S. Airways, 38 F. Supp. 3d at 75 (noting 
that a court should not reject the proposed remedies because it 
believes others are preferable); 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).
---------------------------------------------------------------------------

    \3\ 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 U.S. 
Airways, 38 F. Supp. 3d at 76 (noting that room must be made for the 
government to grant concessions in the negotiation process for 
settlements) (citing Microsoft, 56 F.3d at 1461); 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 relationship to the violations that the United States has 
alleged in its Complaint, and 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 U.S. Airways, 
38 F. Supp. 3d at 75 (noting that the court must simply determine 
whether there is a factual foundation for the

[[Page 61462]]

government's decisions such that its conclusions regarding the proposed 
settlements are reasonable); 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, 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); see also U.S. Airways, 38 F. Supp. 3d 
at 76 (indicating that a court is not required to hold an evidentiary 
hearing or to permit intervenors as part of its review under the Tunney 
Act). The language wrote into the statute 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 Sen. 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.\4\ A 
court can make its public interest determination based on the 
competitive impact statement and response to public comments alone. 
U.S. Airways, 38 F. Supp. 3d at 76.
---------------------------------------------------------------------------

    \4\ 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., No. 73-CV-681-W-1, 1977-1 
Trade Cas. (CCH) ] 61,508, at 71,980, *22 (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.''); S. Rep. No. 93-298, at 6 (1973) (``Where the 
public interest can be meaningfully evaluated simply on the basis of 
briefs and oral arguments, that 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: September 29, 2015

 Respectfully submitted,

Ian D. Hoffman
Kent Brown
U.S. Department of Justice, Antitrust Division
Networks & Technology Enforcement Section
450 Fifth Street, NW., Suite 7100
Washington, DC 20530
Phone: (202) 598-2456
Facsimile: (202) 616-8544
Email: ian.hoffman@atr.usdoj.gov

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

    UNITED STATES OF AMERICA Plaintiff, v. COX ENTERPRISES, INC., COX 
AUTOMOTIVE, INC., and DEALERTRACK TECHNOLOGIES, INC. Defendants.

Case No. 1:15-cv-01583
Judge: Thomas F. Hogan
Description: Antitrust
Filed: September 29, 2015

FINAL JUDGMENT

    WHEREAS, Plaintiff United States of America filed its Complaint on 
September 29, 2015, the United States and Defendants, Cox Enterprises, 
Inc., Cox Automotive, Inc., and Dealertrack Technologies, Inc., 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 and to undertake certain actions and refrain from certain 
conduct for the purpose of remedying the loss of competition alleged in 
the Complaint;
    AND WHEREAS, Defendants have represented to the United States that 
the divestiture and conduct restrictions 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 
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'' means DealerSocket, Inc. or another entity to whom 
Defendants divest the Divestiture Assets.
    B. ``Affiliate'' means directly or indirectly controlling, 
controlled by, or under common control with a Person.
    C. ``Autodata'' means Autodata Solutions, Inc., a Delaware 
corporation; Autodata Solutions Company, a Nova Scotia unlimited 
liability company; and all of their successors and assigns, and their 
subsidiaries, divisions, groups, Affiliates, partnerships and joint 
ventures, and their directors, officers, managers, agents, trustees, 
and employees.
    D. ``Chrome'' means Chrome Data Solutions, LP, a Delaware limited 
partnership; Chrome Data Operating, LLC, a Delaware limited liability 
company; AutoChrome Company, a Nova Scotia unlimited liability company; 
and all of their successors and assigns, and their subsidiaries, 
division, groups, Affiliates, partnerships and joint ventures, and 
their directors, officers, managers, agents, trustees and employees.
    E. ``Chrome Agreements'' means the Operating Agreement of Chrome 
Data Operating, LLC, effective as of January 1, 2012; the Amended and 
Restated Agreement of Limited Partnership of Chrome Data Solutions, LP, 
effective as

[[Page 61463]]

of January 1, 2012; and the Shareholders Agreement of AutoChrome 
Company, effective as of January 1, 2012; and all amendments, 
modifications, or codicils to any of them.
    F. ``Chrome Data'' means any vehicle information data, databases, 
or data sets for any make or model of vehicle, and related software and 
services, licensed, sold, or resold by Chrome, including but not 
limited to editorial content, stock images, stock videos, ordering 
guide pricing data, automotive feature and specification data from new 
vehicle original equipment manufacturer (``OEM'') publications, new 
vehicle OEM rebates and incentives data, configuration related data, 
factory service schedule data, Vehicle Identification Number (``VIN'') 
decode data, OEM build data, and accessories data, and including any 
improvement, enhancement, or modification made thereto.
    G. ``Competitively Sensitive Information'' means non-public 
information relating to (i) the terms and conditions (including but not 
limited to fees or prices) of any actual or prospective contract, 
agreement, understanding, or relationship concerning the licensing of 
Chrome Data, to specific or identifiable customers or classes or groups 
of customers, or (ii) the existence of any such prospective contract, 
agreement, understanding, or relationship, as well as any proprietary 
customer information, including but not limited to customer-specific 
vehicle queries, vehicle lists, or vehicle inventory. Competitively 
Sensitive Information does not include information (1) disclosed in 
public materials or otherwise in the public domain through no fault of 
the receiving party, (2) lawfully obtained by the receiving party from 
a third party without any obligation of confidentiality, (3) lawfully 
known to the receiving party prior to disclosure by the disclosing 
party, or (4) independently developed by the receiving party.
    H. ``Cox'' means Cox Automotive, Inc., a Delaware corporation with 
its headquarters in Atlanta, Georgia; Cox Enterprises, Inc., a Delaware 
corporation with its headquarters in Atlanta, Georgia; and all of their 
successors and assigns, and their subsidiaries, divisions, groups, 
Affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, trustees, and employees (including but not 
limited to the Cox Family Voting Trust u/a/d 7/26/13 and its trustees).
    I. ``Dealertrack'' means Dealertrack Technologies, Inc., a Delaware 
corporation with its headquarters in Lake Success, New York, its 
successors and assigns, and its subsidiaries, divisions, groups, 
Affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, trustees, and employees.
    J. ``DealerSocket'' means DealerSocket, Inc., a Delaware 
corporation with its headquarters in San Clemente, California, its 
successors and assigns, and its subsidiaries, divisions, groups, 
Affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, trustees, and employees.
    K. ``Defendants'' means Cox and Dealertrack, acting individually or 
collectively. Where this Final Judgment imposes an obligation to engage 
in or refrain from engaging in certain conduct, that obligation shall 
apply to each Defendant individually and to any combination of 
Defendants.
    L. ``Divested Product'' means Dealertrack eCarList[supreg], 
Dealertrack AAX[supreg], and Dealertrack's Inventory+ and InventoryPro, 
and all products, options, applications, features, functions, modules, 
add-ons, and services relating to any such product, including the 
products listed in Schedule A. A Divested Product includes each 
predecessor version of the product and each version that has been or is 
currently under development or that has been developed but has not been 
sold or distributed.
    M. ``Divestiture Assets'' means the ongoing business relating to 
any Divested Product and all tangible and intangible assets owned or 
licensed by Dealertrack relating to developing, testing, producing, 
marketing, licensing, selling, or distributing any Divested Product on 
a standalone basis or in supplying any support or maintenance services 
for any Divested Product on a standalone basis, including:
    (1) all tangible assets related to the Divested Product, including 
all research and development activities; computer systems, databases, 
networking equipment and data centers; personal property, inventory, 
office furniture, materials, supplies, and other tangible property and 
all assets used exclusively in connection with the Divested Product; 
licenses; permits, licenses and authorizations issued by any 
governmental organization relating to the Divested Product to the 
extent transferrable; contracts, teaming arrangements, supply 
agreements, agreements, leases, commitments, certifications, and 
understandings relating to the Divested Product; customer lists, 
contracts, accounts, and credit records; sales support material; 
repair, maintenance and performance records; and all other records 
relating to the Divested Product; and
    (2) all intangible assets related to the Divested Product, 
including, but not limited to, all vehicle data and information 
accessed by a Divested Product as of August 1, 2015; all patents, 
licenses and sublicenses, including data licenses; intellectual 
property; copyrights, trademarks, trade names, service marks, service 
names; computer software and related documentation, including software 
customizations, optional modules and add-ons for a Divested Product; 
source code, object code, and related documentation; development tools, 
development environments, proprietary programming languages, know-how, 
designs, drawing, specifications, research data, trade secrets, 
historic and current research and development, results of successful 
and unsuccessful designs and experiments, and all other intellectual 
property used to develop, upgrade or maintain a Divested Product; and 
software programs, instructions, manuals and all other technical 
information Dealertrack provides to its own employees, customers, 
suppliers, agents, or licensees to facilitate the operation of any 
Divested Product.
    N. ``DMS'' means dealer management solution software, hardware, or 
services, or any combination thereof, used for automotive dealership 
management, including keeping track of, organizing, or in any way 
managing the operations, including sales, inventory, maintenance, 
service, payroll, accounting, personnel, and other aspects of the 
dealership's business.
    O. ``IMS'' means inventory management solution software, hardware, 
or services, or any combination thereof, used for vehicle inventory 
management, including optimization, analytics, organization, stocking, 
provisioning, appraising, pricing, merchandising, sourcing, buying, 
selling, acquisition or disposal at auction or at wholesale, and inter-
enterprise transfers.
    P. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, agency, 
board, authority, commission, office, trust, or other business or legal 
entity, whether private or governmental.
    Q. ``Transition Services Agreement'' means an agreement between 
Defendants and Acquirer for Defendants to provide all necessary 
transition services and support to enable Acquirer to fully operate the 
Divestiture Assets and compete effectively in the market

[[Page 61464]]

for IMSs as of the date the Divestiture Assets are sold.

III. APPLICABILITY

    A. This Final Judgment applies to Defendants, 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 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 Acquirer of the assets divested pursuant to this Final 
Judgment.

IV. DIVESTITURE

    A. Defendants are ordered and directed, within ten (10) calendar 
days after (i) the Court's signing of the Hold Separate Stipulation and 
Order in this matter, (ii) the closing of Cox's acquisition of 
Dealertrack, whichever is later, to divest the Divestiture Assets in a 
manner consistent with this Final Judgment to DealerSocket or another 
Acquirer 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, with any one extension not to exceed 
sixty (60) calendar days and all extensions not to exceed one hundred 
and twenty (120) 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. As to any 
Divestiture Asset that is not primarily related to the Divested Product 
because its primary use or application is in a product that will be 
retained by the Defendants, the asset may be divested pursuant to 
Section IV or VI of this Final Judgment by granting Acquirer a 
perpetual, non-exclusive license.
    B. In the event Defendants attempt to divest the Divestiture Assets 
to an Acquirer other than DealerSocket, Defendants promptly shall make 
known, by usual and customary means, the availability of the 
Divestiture Assets. Defendants shall inform any Person making an 
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.
    C. In accomplishing the divestiture ordered by 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 other Person.
    D. Defendants shall provide Acquirer and the United States 
information relating to the personnel involved in the operation, 
development, service, maintenance, customer support, license, and sale 
of the Divestiture Assets to enable Acquirer to make offers of 
employment. Defendants shall not interfere with any negotiations, 
offers, or actions by Acquirer to employ any Defendant employee whose 
primary responsibility is in the operation, development, service, 
maintenance, customer support, license, or sale of the Divestiture 
Assets.
    E. Defendants shall permit prospective Acquirers of the Divestiture 
Assets to have reasonable access to personnel and to make inspections 
of the physical facilities of Dealertrack that relate in any way to the 
Divestiture Assets; access to any and all environmental, zoning, and 
other permit documents and information; and 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 Acquirer that each of the 
Divestiture Assets will be in good working condition and repair on the 
date of sale.
    G. Defendants shall not take any action that will impede in any way 
the permitting, operation, or divestiture of the Divestiture Assets.
    H. Defendants shall warrant to Acquirer that the Divestiture Assets 
are in material compliance with the terms of each of, and have not 
received any written notices of violation or alleged violation with 
respect to any of, the environmental, zoning or other permits necessary 
for the operation of each of the Divestiture Assets.
    I. Unless the United States otherwise consents in writing, the 
divestiture required pursuant to this Section IV, or by a Divestiture 
Trustee appointed pursuant to 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 Acquirer as part of 
a viable, ongoing business of providing IMS. The divestiture, whether 
pursuant to Section IV or Section VI of this Final Judgment,
    (1) shall be made to an Acquirer that, in the United States' sole 
judgment, has the intent and capability (including the necessary 
managerial, operational, technical and financial capability) of 
competing effectively in the business of providing IMS; 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 gives Defendants the ability unreasonably to 
raise Acquirer's costs, to lower Acquirer's efficiency, or otherwise to 
interfere in the ability of Acquirer to compete effectively.

V. OTHER REQUIRED CONDUCT

    A. At the election of Acquirer, Defendants and Acquirer shall enter 
into a Transition Services Agreement for a period of up to one (1) year 
from the date of the divestiture. The Transition Services Agreement 
shall enumerate all the duties and services that Acquirer requires of 
Defendants to support the development, marketing, and sale of any 
Divested Product. Defendants shall perform all duties and provide any 
and all services required of Defendants under the Transition Services 
Agreement. Any amendments, modifications, or extensions of the 
Transition Services Agreement may only be entered into with the 
approval of the United States, in its sole discretion.
    B. In order for Acquirer to continue to have the uninterrupted 
ability to transfer, receive, or otherwise exchange content and other 
data between any Divested Product and destinations, sites, or other 
data sources controlled by Defendants, including but not limited to 
Manheim, AutoTrader, Kelly Blue Book (KBB), and any Dealertrack 
solution or database that prepares or stores data in an aggregated, 
normalized, and anonymized form, for three (3) years following the date 
of the sale of the Divestiture Assets, Defendants shall: (1) provide to 
Acquirer for use in its IMS business access to all such data sources 
under their control that were accessed by the Divestiture Assets as of 
August 1, 2015; and (2) allow Acquirer to provide content or other data 
(such as automotive listings) to any such destination or site under 
their control to which the Divestiture Assets provided content or other 
data as of August 1, 2015. Defendants shall, upon receiving a written 
request from Acquirer at least thirty (30) calendar days before 
expiration of the third year, continue to provide the services covered 
by this Section V.B for another one (1) year.
    C. For any data or content subject to Section V.B, Defendants shall 
provide

[[Page 61465]]

for the exchange of such data or content on the same terms that were 
applicable to such data or content exchanges with the Divestiture 
Assets as of August 1, 2015. Provided, however, that if Defendants 
allow for the exchange of any such data or content with any other 
provider's IMS (including any IMS of Defendants) on terms (other than 
price) that are more favorable than the terms made available to 
Acquirer, Defendants shall notify Acquirer of the more favorable terms 
and Acquirer may elect to exchange the data or content on those terms. 
For the avoidance of doubt, the following is a non-exhaustive list of 
terms that may not be more favorable than those that are made available 
to Acquirer:
    (1) speed and frequency of content transmission;
    (2) server lag time and/or uptime;
    (3) database or API synchronization; and
    (4) data content or data fields transmitted or utilized.
    Provided, further, that this Section V.C. does not require 
Defendants:
    (1) To provide, or, if provided, to refrain from charging any 
additional fee for, any additional data fields that were not accessed 
by the Divestiture Assets as of August 1, 2015 and that Defendants do 
not make commercially available to any other third party; or
    (2) to allow Acquirer to cache any data that Cox prohibited 
Dealertrack from caching in connection with the operation or use of any 
Divested Product as of August 1, 2015, and that Defendants prohibit all 
other third parties from caching.
    D. For any data or content subject to Section V.B, Defendants shall 
not change except for good cause the format of any data or content 
exchange provided to Acquirer. For any such change, Defendants shall 
provide adequate notice for Acquirer to modify its IMS products and any 
customer installations to use the new data format without disruption.
    E. Defendants may require as a condition of providing aggregated, 
normalized, and anonymized data that is covered by Section V.B that 
Acquirer provide the same data the Divested Product currently provides 
as an input into the aggregated, normalized, and anonymized data, if 
Acquirer is permitted to provide its data under terms that require 
Defendants to preserve the confidentiality of Acquirer's data and not 
use Acquirer's data except in the aggregated, normalized, and 
anonymized form.
    F. In order for Acquirer to continue to have the uninterrupted 
ability to transfer, receive, or otherwise exchange a customer's 
content and other data between any Divested Product and the customer's 
other sites or solutions that are provided or managed by Defendants, 
and with which any Divested Product exchanges data as of August 1, 2015 
(``Designated Sites or Solutions'') including but not limited to 
Dealer.com Web sites and the Dealertrack DMS, for three (3) years 
following the date of sale of the Divestiture Assets, upon a customer's 
approval, Defendants shall enable, at cost, the exchange of the 
customer's data and content between Acquirer's IMS products and any 
Designated Sites or Solutions . Defendants shall, upon receiving a 
written request from Acquirer at least thirty (30) calendar days before 
expiration of the third year, continue to provide the services covered 
by this Section V.F for another one (1) year.
    G. For any customer data or content subject to Section V.F, 
Defendants shall provide for the exchange of such data or content on 
the same terms that were applicable to such data or content exchanges 
with the Divestiture Assets as of August 1, 2015. Provided, however, 
that if Defendants allow for the exchange of any such data or content 
with any other provider's IMS (including any IMS of Defendants) and any 
of the Designated Sites or Solutions on terms (other than price) that 
are more favorable than the terms made available to Acquirer, 
Defendants shall notify Acquirer of the more favorable terms and 
Acquirer may elect to exchange the data or content on those terms. For 
the avoidance of doubt, the following is a non-exhaustive list of terms 
that may not be more favorable than those that are made available to 
Acquirer:
    (1) Speed and frequency of content transmission;
    (2) server lag time and/or uptime;
    (3) database or API synchronization; and
    (4) data content or data fields transmitted or utilized.
    H. Defendants may impose, with a customer's approval and as a 
condition of enabling the exchange of the customer's data and content 
that is covered by Section V.F, conditions that are reasonably related 
to maintaining the security, integrity and confidentiality of the data, 
except that Defendants may not impose conditions that are materially 
less favorable than the conditions under which Defendants allow the 
exchange of a customer's content or data between any IMS owned or 
controlled by Defendants and any of the customer's other solutions or 
sites that are provided or managed by Defendants.
    I. For any data or content subject to Section V.F, Defendants shall 
not change except for good cause the format of any customer data or 
content exchange. For any such change, Defendants shall provide 
adequate notice for Acquirer to modify its IMS products and any 
customer installations to use the new data format without disruption.
    J. Defendants shall take all reasonable steps to cooperate with and 
assist Acquirer in obtaining any third party license or permission that 
may be required for Defendants to convey, license, sublicense, assign 
or otherwise transfer to Acquirer rights in any of the Divestiture 
Assets or in any data that Defendants are required to provide to 
Acquirer pursuant to this Section V.
    K. Defendants are prohibited from retaining a copy of, using, or 
offering for sale any of the Divestiture Assets other than those items 
provided to Acquirer through a non-exclusive license, except that 
Defendants may retain, use or sell Dealertrack SmartChat[supreg] and 
the Broker Connection access and interoperability software.
    L. Effective immediately upon consummation of Cox's acquisition of 
control of Dealertrack, Defendants are prohibited from taking any 
action that would prevent Autodata from immediately exercising any or 
all of the following rights: (1) Acquiring a majority interest in the 
ownership of Chrome; (2) appointing the Chief Executive Officer of 
Chrome; or (3) appointing a third Director to the Board of Directors of 
Chrome, each pursuant to the change of control provisions of the 
applicable Chrome Agreements (but without requiring any of the 
specified waiting periods); provided, however, that Defendants may 
exercise any right to contest the price that Autodata proposes to pay 
to acquire a majority interest in the ownership of Chrome, as set forth 
in the applicable Chrome Agreements.
    M. Effective immediately upon consummation of Cox's acquisition of 
control of Dealertrack, Defendants are hereby enjoined from exercising 
any rights with respect to the licensing or pricing of Chrome Data to 
any actual or prospective Chrome customer that competes with 
Defendants. Provided, however, that nothing in this Section V.M shall 
prevent Defendants from: (i) Engaging in discussions or negotiations 
relating to the licensing of Chrome Data to Defendants; or (ii) 
exercising any rights that Defendants may hold to prevent the renewal 
of any license that is applicable to the use of Chrome Data in the DMS 
of either CDK Global, Inc. or The Reynolds and Reynolds

[[Page 61466]]

Company (together with their respective Affiliates, ``CDK'' and 
``Reynolds'') solely in the event that CDK or Reynolds terminates, 
without reasonable cause, a Defendant's (or any of its Affiliates') 
ability to integrate its products with the DMS of the company as to 
which the nonrenewal would apply.
    N. Effective immediately upon consummation of Cox's acquisition of 
control of Dealertrack, Defendants are hereby enjoined from reviewing, 
receiving, obtaining, sharing, using, or attempting to obtain, share, 
or use any Competitively Sensitive Information, other than (i) 
Competitively Sensitive Information relating solely to Defendants; (ii) 
Competitively Sensitive Information relating solely to Chrome customers 
with whom Defendants do not compete; or (iii) information about the 
existence and prospective renewal of Chrome Data licensing agreements 
with CDK or Reynolds solely to the extent necessary to exercise 
Defendants' rights in Section V.M.(ii). For the avoidance of doubt, the 
following is a non-exhaustive list of activities as to which Defendants 
are enjoined:
    (1) exercising any otherwise available audit right for the purpose 
of, or which would result in, Defendants obtaining access to any such 
Competitively Sensitive Information;
    (2) participating in discussions or meetings of the Board of 
Directors of Chrome in which any such Competitively Sensitive 
Information is discussed or otherwise disclosed;
    (3) requesting, obtaining, or reviewing any portion of any business 
plan, strategy, periodic report, or other document in which any such 
Competitively Sensitive Information is included or otherwise disclosed; 
and
    (4) sharing or using any such Competitively Sensitive Information 
obtained from, or otherwise disclosed through or by, Chrome, whether 
inadvertently disclosed or otherwise, for any purpose whatsoever.
    O. Defendants shall not acquire, directly or indirectly, any 
additional assets of or interest in Chrome, or any owner of any 
interest in Chrome, including Autodata, other than that which 
Dealertrack owned as of August 1, 2015. If Autodata acquires a majority 
ownership in Chrome, Defendants shall take no action to increase, 
directly or indirectly, their resulting minority interest in Chrome. 
Nothing in this Section V.O shall prohibit Defendants from receiving a 
proportional or less than proportional distribution of Chrome equity 
securities in connection with any equity distribution or any future 
conversion of Chrome into a corporation so long as Defendants' economic 
share in Chrome does not increase as a result of such distribution.
    P. Promptly after Cox's acquisition of control of Dealertrack, 
Defendants shall use all reasonable efforts to amend or otherwise 
change the Chrome Agreements to incorporate into such agreements all of 
the requirements in Sections V.L through V.O. The required amendments 
or changes shall: (i) be acceptable to the United States, in its sole 
discretion; (ii) have no expiration date; and (iii) provide that they 
may not be withdrawn, amended, or otherwise changed without the consent 
of Autodata and, prior to the expiration of this Final Judgment, the 
United States. Provided, however, that any such amendments or changes 
to the Chrome Agreements may be applicable only to Defendants and may 
automatically terminate upon Defendants' sale of their entire interest 
in Chrome.

VI. APPOINTMENT OF DIVESTITURE TRUSTEE

    A. If Defendants have not divested the Divestiture Assets within 
the time period specified in Section IV.A of this Final Judgment, 
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 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 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, VI and VII 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. Any such investment 
bankers, attorneys, or other agents shall serve on such terms and 
conditions as the United States approves, including confidentiality 
requirements and conflict of interest certifications.
    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 of this Final Judgment.
    D. The Divestiture Trustee shall serve at the cost and expense of 
Defendants pursuant to a written agreement, on such terms and 
conditions as the United States approves, including confidentiality 
requirements and conflict of interest certifications. The Divestiture 
Trustee 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 yet unpaid 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. If the 
Divestiture Trustee and Defendants are unable to reach agreement on the 
Divestiture Trustee's or any agents' or consultants' compensation or 
other terms and conditions of engagement within fourteen (14) calendar 
days of appointment of the Divestiture Trustee, the United States may, 
in its sole discretion, take appropriate action, including making a 
recommendation to the Court. The Divestiture Trustee shall, within 
three (3) business days of hiring any other professionals or agents, 
provide written notice of such hiring and the rate of compensation to 
Defendants and the United States.
    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 agents 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 or any applicable privileges. Defendants shall take no

[[Page 61467]]

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, as appropriate, the Court 
setting forth the Divestiture Trustee's efforts to accomplish the 
divestiture ordered by 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 (6) 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 report contains information that the Divestiture 
Trustee deems confidential, such 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.
    H. If the United States determines that the Divestiture Trustee has 
ceased to act or failed to act diligently or in a reasonably cost-
effective manner, it may recommend that the Court appoint a substitute 
Divestiture Trustee.

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 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. 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, any other third party, or the Divestiture 
Trustee, if applicable, additional information concerning the proposed 
divestiture, the proposed Acquirer, 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 parties 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, 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 
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 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. HOLD SEPARATE

    Until the divestiture required by this Final Judgment has been 
accomplished, Defendants shall take all steps necessary to comply with 
the Hold Separate 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 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 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 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 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. APPOINTMENT OF MONITORING TRUSTEE

    A. Upon application of the United States, the Court shall appoint a 
Monitoring Trustee selected by the United States and approved by the 
Court.

[[Page 61468]]

    B. The Monitoring Trustee shall have the power and authority to 
monitor Defendants' compliance with the terms of this Final Judgment 
and the Hold Separate Stipulation and Order entered by this Court, and 
shall have such other powers as this Court deems appropriate. The 
Monitoring Trustee shall be required to investigate and report on the 
Defendants' compliance with this Final Judgment and the Hold Separate 
Stipulation and Order and the Defendants' progress toward effectuating 
the purposes of this Final Judgment, including but not limited to:
    (1) Defendants' compliance with the terms of the Transition 
Services Agreement; and
    (2) Defendants' compliance with the terms listed in Section V, 
``Other Required Conduct.''
    C. Subject to Section XI.E. of this Final Judgment, the Monitoring 
Trustee may hire at the cost and expense of Defendants any consultants, 
accountants, attorneys, or other agents, who shall be solely 
accountable to the Monitoring Trustee, reasonably necessary in the 
Monitoring Trustee's judgment. Any such consultants, accountants, 
attorneys, or other agents shall serve on such terms and conditions as 
the United States approves, including confidentiality requirements and 
conflict of interest certifications.
    D. 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.
    E. The Monitoring Trustee shall serve at the cost and expense of 
Defendants pursuant to a written agreement with Defendants and on such 
terms and conditions as the United States approves including 
confidentiality requirements and conflict of interest certifications. 
The compensation of the Monitoring Trustee and any consultants, 
accountants, attorneys, and other agents retained by the Monitoring 
Trustee shall be on reasonable and customary terms commensurate with 
the individuals' experience and responsibilities. If the Monitoring 
Trustee and Defendants are unable to reach agreement on the Monitoring 
Trustee's or any agents' or consultants' compensation or other terms 
and conditions of engagement within fourteen (14) calendar days of 
appointment of the Monitoring Trustee, the United States may, in its 
sole discretion, take appropriate action, including making a 
recommendation to the Court. The Monitoring Trustee shall, within three 
(3) business days of hiring any consultants, accountants, attorneys, or 
other agents, provide written notice of such hiring and the rate of 
compensation to Defendants and the United States.
    F. The Monitoring Trustee shall have no responsibility or 
obligation for the operation of Defendants' businesses.
    G. 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 Hold Separate 
Stipulation and Order. The Monitoring Trustee and any consultants, 
accountants, attorneys, and other agents retained by the Monitoring 
Trustee shall have full and complete access to the personnel, books, 
records, and facilities relating to compliance with this Final 
Judgment, 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.
    H. After its appointment, the Monitoring Trustee shall file reports 
quarterly, or more frequently as needed, with the United States, and, 
as appropriate, the Court setting forth Defendants' efforts to comply 
with its obligations under this Final Judgment and under the Hold 
Separate 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.
    I. 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 for so long as the Defendant's 
obligations outlined in Section V persist.
    J. If the United States determines that the Monitoring Trustee has 
ceased to act or failed to act diligently or in a reasonably cost-
effective manner, it may recommend the Court appoint a substitute 
Monitoring Trustee.

XII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with this 
Final Judgment, or of any related orders such as any Hold Separate or 
Asset Preservation Order, 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 Department of Justice, 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 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 response to written 
interrogatories, under oath if requested, relating to any of the 
matters contained in this Final Judgment as may be requested.
    C. No information or documents obtained by the means provided in 
this Section XII 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 ten (10) calendar days notice prior to 
divulging such material in any legal proceeding (other than a grand 
jury proceeding).

[[Page 61469]]

XIII. NO REACQUISITION

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

XIV. 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.

XV. EXPIRATION OF FINAL JUDGMENT

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

XVI. PUBLIC INTEREST DETERMINATION

    Entry of this Final Judgment is in the public interest. 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 comments. 
Based upon the record before the Court, which includes the Competitive 
Impact Statement and any comments and response to comments filed with 
the Court, entry of this Final Judgment is in the public interest.

Dated this _ day of___, 2015.

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

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United States District Judge

SCHEDULE A

    List of products and functionality included in ``Divested 
Product,'' as defined in Section II.L of this Final Judgment:

Dealertrack eCarList[supreg];
Dealertrack AAX[supreg];
Inventory+;
InventoryPro;
PriceDriver;
TrueTarget[supreg] (including TrueTarget[supreg] Appraisal and 
TrueTarget[supreg] Pricing Reports);
TrueTarget[supreg] Mobile;
Inventory+Mobile (including Inventory+ for iPhone[supreg] and Android);
Inventory Management Stocking and Sourcing;
TrueScore;
Inventory+ Appraisal Workflow;
Inventory+ Merchandising;
AutoInk and eBay Listing and Merchandising Tools (including integrated 
AutoInk description writer and direct distribution to leading Web sites 
such as backpage.com, Craigslist, eBay Motors);
Dealer Web sites (eCarList only);
Dealertrack AutoReel[supreg] with TruVoice\TM\;
Inventory+ integrated, ``multi-site'' lead Management system (including 
Email Lead Management);
Dealertrack Interactive Automated Incentives;
OutClick\TM\;
Inventory Health Report;
Lot Services;
PROShots;
Inventory+ New Car Pricing;
Dealertrack Inventory+ integration;
Inventory+ Multiplatform Listing;
Appraisal Central;
GroupTrade;
Software code for Inventory+ Exchange (including Social Trade and 
OpenTrade) and its predecessor Dealertrack Marketplace;
Ability to enable Dealertrack SmartChat[supreg] reporting within 
Inventory+ for customers who have both Inventory+ and 
SmartChat[supreg]; and
Fully integrated access and interoperability with Broker Connection.

[FR Doc. 2015-26042 Filed 10-9-15; 8:45 am]
BILLING CODE P