[Federal Register Volume 59, Number 62 (Thursday, March 31, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-7672]


[[Page Unknown]]

[Federal Register: March 31, 1994]


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DEPARTMENT OF JUSTICE
Antitrust Division

 

United States v. Airline Tariff Publishing Company, et al., 
Proposed Final Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. Section 16 (b) through (h), that a proposed 
Final Judgment, Stipulation and Competitive Impact Statement have been 
filed with the United States District Court for the District of 
Columbia, in United States v. Airline Tariff Publishing Company, et 
al., Civil Action No. 92-2854.
    The Complaint in this case alleged that eight airline defendants, 
Alaska Airlines, Inc., American Airlines, Inc., Continental Airlines, 
Inc., Delta Air Lines, Inc., Northwest Airlines, Inc., Trans World 
Airlines, Inc., United Air Lines, Inc., and USAir, Inc., engaged in 
various combinations and conspiracies with other of the airline 
defendants and co-conspirators to increase fares, eliminate discounted 
fares and set far restrictions for tickets purchased for travel between 
cities in the United States. These combinations and conspiracies were 
reached and effectuated through the airline defendants' use of the 
computerized fare dissemination services of the defendant Airline 
Tariff Publishing Company (``ATP'').
    The Complaint also alleged that the airline defendants, ATP, and 
co-conspirators engaged in a combination and conspiracy to create, 
maintain, operate and participate in the ATP fare dissemination system. 
This fare dissemination system has been formulated and operated in a 
manner that unnecessarily facilitates coordinated interaction among the 
airline defendants and co-conspirators. On December 21, 1992, the 
United States, United and USAir filed a Stipulation in which they 
consented to the entry of a proposed Final Judgment providing the 
relief the United States seeks in the Complaint, and that Final 
Judgment (the ``United/USAir Decree'') was entered on November 1, 1993.
    The proposed Final Judgment enjoins the remaining airline 
defendants, for a period of ten years, from entering into any 
agreements with any other airline to fix, establish, raise, stabilize, 
or maintain any fare or fare restriction. Further, the proposed Final 
Judgment enjoins the remaining airline defendants from engaging in 
certain practices, including those related to the dissemination of 
information regarding contemplated changes to fares and fare 
restrictions, and would prevent them from continuing or renewing the 
alleged conspiracies. The portions of the proposed Final Judgment that 
apply to the airline defendants are substantially similar to the Final 
Judgment entered in this case against United States and USAir on 
November 1, 1993. Other provisions of the proposed Final Judgment would 
prohibit ATP from disseminating certain information, such as first 
ticket dates, and would rectrict the manner in which ATP may 
disseminate certain other types of information, such as footnotes and 
tags.
    Public comment is invited within the statutory 60-day comment 
period. Such comments, and responses thereto, will be published in the 
Federal Register and filed with the Court. Comments should be directed 
to Roger W. Fones, Chief, Transportation, Energy and Agriculture 
Section, Antitrust Division, Department of Justice, Room 9104, 555 
Fourth Street NW., Washington, DC 20001, (telephone: 202-307-6351).
Constance K. Robinson,
Director of Operations Antitrust Division.

In the United States District Court for the District of Columbia

    United States of America, Plaintiff, v. Airline Tariff 
Publishing Company, et al., Defendants. Civil Action No.: 92-2854 
(SSH)

Stipulation

    It is stipulated by and between the undersigned parties, by their 
respective attorneys that:
    1. The Court has jurisdiction over the subject matter of this 
action and over each of the parties thereto, and venue of this action 
is proper in the District of Columbia;
    2. The parties consent that a Final Judgment in the form hereto 
attached may be filed and entered by the Court, upon the motion of any 
party or upon the Court's own motion, at any time after compliance with 
the requirements of the Antitrust Procedures and Penalties Act (15 
U.S.C. 16), and without further notice to any party or other 
proceedings, provided that Plaintiff has not withdrawn its consent, 
which it may do at any time before the entry of the proposed Final 
Judgment by serving notice thereof on Defendants and by filing that 
notice with the Court;
    3. In consenting to entry of this Final Judgment each Defendant has 
relied upon, as a material factor, plaintiff's representations and 
interpretations of the proposed Final Judgment set forth in a letter 
dated January 21, 1994 by Michael A. Doyle, counsel for American 
Airlines, and confirmed by Roger Fones, Antitrust Division, U.S. 
Department of Justice, and Plaintiff agrees that those representations 
and interpretations apply equally to each Defendant as if it were named 
in and a signatory to the letter;
    4. In the event Plaintiff withdraws its consent or if the proposed 
Final Judgment is not entered pursuant to this Stipulation, this 
Stipulation shall be no effect whatsoever, and the making of this 
Stipulation shall be without prejudice to any party in this or in any 
other proceeding; and
    5. The parties to this Stipulation, by Consent Motion of this date, 
are moving the Court to enter an Order staying all further proceedings 
in this action as to the undersigned parties, except for those matters 
necessary to comply with the requirements of the Antitrust Procedures 
and Penalties Act described in paragraph 2 above.
    This 17th day of March, 1994.

    For plaintiff United States of America.
Mary Jean Moltenbrey,

Donna N. Kooperstein,

Michael D. Billiel,

Susan L. Edelheit,

Jill A. Ptacek,

Bradley S. Lui,
Attorneys, U.S. Department of Justice, Antitrust Division, 555 4th 
Street NW., Room 9104, Washington, DC 20001, (202) 307-6349.

    For Defendant Airline Tariff Publishing Company.
Dow, Lohnes & Albertson,
    By: Jonathan B. Hill, A Member of the Firm.
Jonathan B. Hill,
1225 Twenty-third Street NW., Washington, DC 20037, (202) 857-2725.
Mark Leddy,
Cleary, Gottlieb, Steen & Hamilton,
Rue de la Loi 23, Bte 5, 1040 Brussels, Belgium, 011-32-2-287-2000.

    For Defendant American Airlines, Inc.

Alston & Bird,
By: Michael A. Doyle, A Member of the Firm.
Michael A. Doyle,
Michael P. Kenny,
1201 West Peachtree Street, Atlanta, Georgia 30309-3424, (404) 881-
7000.
Irving Scher,
Weil, Gotshal & Manges,
767 Fifth Avenue, New York, New York 10153, (212) 310-8000.
Peter D. Isakoff,
Weil, Gotshal & Manges,
1615 L Street NW., Suite 700, Washington, DC 20036, (202) 682-7000.

    For Defendant Delta Air Lines, Inc.

Bondurant, Mixson & Elmore
By: Emmet J. Bondurant, A Member of the Firm.
Emmet J. Bondurant, II,
Edward B. Krugman,
1201 W. Peachtree Street NW., Atlanta, Georgia 30309, (404) 881-
4100.

James R. Weiss,
Preston Gates Ellis & Rouvelas Meeds,
Suite 500, 1735 New York Avenue NW., Washington, DC 20006-4759, 
(202) 628-1700.

    For Defendant Northwest Airlines, Inc.

Crowell & Moring,
By: Wm. Randolph Smith, A Member of the Firm.
Donald L. Flexner,
Wm. Randolph Smith,
Megan R. Poldy,
1001 Pennsylvania Avenue NW., Washington, DC 20004, (202) 624-2500.

    For Defendant Continental Airlines, Inc.

Crowell & Moring,
By: Wm. Randolph Smith, A Member of the Firm.
Donald L. Flexner,
Wm. Randolph Smith,
Megan R. Poldy,
1001 Pennsylvania Avenue NW., Washington, DC 20004, (202) 624-2500.

    For Defendant Alaska Airlines, Inc.

Squire, Sanders & Dempsey,
By: James V. Dick, A Member of the Firm.
James V. Dick,
Marshall S. Sinick,
1201 Pennsylvania Avenue NW., Suite 500, Washington, DC 20004, (202) 
626-6600.

    For Defendant Trans World Airlines, Inc.

Jones day, Reavis & Pogue,
By: Thomas Demitrack, A Member of the Firm.
Thomas Demitrack,
North Point, 901 Lakeside Avenue, Cleveland, Ohio 44114, (216) 586-
7141.

    United States of America, Plaintiff, v. Airline Tariff 
Publishing Company, et al. Defendants. Civil Action: No. 92-2854 
(SSH); Filed: March 17, 1994.

Final Judgment

    Plaintiff, United States of America, filed its Complaint on 
December 21, 1992. Plaintiff and defendants, by their respective 
attorneys, have consented to the entry of the Final Judgment without 
trial or adjudication of any issue of fact or law. This Final Judgment 
shall not be evidence against or an admission by any party with respect 
to any issue of fact or law. Therefore, before the taking of any 
testimony and without trial or adjudication of any issue of fact or law 
herein, and upon consent of the parties, it is hereby
    Ordered, Adjudged, and Decreed, as follows:

I

Jurisdiction

    This Court has jurisdiction of the subject matter of this action 
and of each of the parties consenting hereto. The Complaint states a 
claim upon which relief may be granted against the defendants under 
Section 1 of the Sherman Act, 15 U.S.C. Sec. 1.

II

Definitions

    As used herein, the term:
    (A) Airline means any scheduled air passenger carrier as defined in 
49 U.S.C. Sec. 1301(3), its officers, directors, employees, agents, and 
any other persons acting on its behalf;
    (B) ATP means the Airline Tariff Publishing Company;
    (C) Change means abandon, add, alter, modify, discontinue, drip, 
exchange, replace, substitute, switch, or transform;
    (D) Coupon means a coupon or similar voucher offering either a 
discount off existing fares or a special fare not otherwise available;
    (E) CRS means computer reservation system;
    (F) Defendant airlines means Alaska Airlines, Inc., American 
Airlines, Inc., Continental Airlines, Inc., Delta Air Lines, Inc., 
Northwest Airlines, Inc., and Trans World Airlines, Inc.;
    (G) Defendants means ATP, Alaska Airlines, Inc., American Airlines, 
Inc., Continental Airlines, Inc., Delta Air Lines, Inc., Northwest 
Airlines, Inc., and Trans World Airlines, Inc.;
    (H) Document means all ``writings and recordings'' as that phrase 
is defined in Rule 1001(1) of the Federal Rules of Evidence;
    (I) Fare means the price charged for domestic U.S. passenger 
transportation by any airline, and any ticket dates, restrictions, 
rules, terms or conditions governing the availability or use of any 
such price, but does not include any contract or other negotiated price 
or any coupon;
    (J) Fare class means a group of fares treated similarly for seat 
allocation purposes;
    (K) First ticket date means the first date that a fare is available 
for sale;
    (L) Footnote means the mechanism used by ATP to store and transmit 
first ticket dates, last ticket dates, and other limitations on the use 
of a fare;
    (M) Footnote designator means an alphanumeric designator used to 
identify a footnote;
    (N) Including means including but not limited to;
    (O) Last ticket date means the last date that a fare is available 
for sale;
    (P) Matching city or airport pair means a city or airport pair 
whose origin and destination points, respectively, are the same or 
within 100 miles of the origin and destination points, respectively, of 
the city or airport pair as to which the other airline's fare is 
applicable;
    (Q) New fare means a fare that is different from an airline's 
existing fares in regard to price or any restrictions, rules, terms or 
conditions;
    (R) Person means any natural person, corporation, firm, company, 
sole proprietorship, partnership, association, institution, 
governmental unit, or other legal entity;
    (S) Promotional fare means a new fare that, in conjunction with its 
first being offered for sale, is advertised as being available for 
purchase for a specified and limited period of time;
    (T) Relate to means discuss, refer to, reflect, evidence, concern, 
or pertain to, in whole or in part;
    (U) Sale fare means a new fare that has a last ticket date at the 
time it is first offered for sale;
    (V) Tag means a code used by an airline solely to identify a group 
of fares for similar processing by ATP; and
    (W) Travel date means a date that limits when a passenger may 
travel on a fare.

III

Applicability

    (A) This Final Judgment applies to the defendants and to each of 
their successors, assigns, and to all other persons in active concert 
or participation with any of them who shall have received actual notice 
of the Final Judgment by personal service or otherwise.
    (B) Nothing herein contained shall suggest that any portion of this 
Final Judgment is or has been created for the benefit of any third 
party and nothing herein shall be construed to provide any rights to 
any third party.

IV

Prohibited Conduct

    (A) Each of the defendant airlines is enjoined and restrained from:
    (1) Agreeing with any other airline to fix, establish, raise, 
stabilize, or maintain any fare;
    (2) Disseminating any first ticket dates, last ticket dates, or any 
other information concerning the defendant's planned or contemplated 
fares or changes to fares;
    (3) Making visible or disseminating its own tags or any other 
similar designating mechanism to any other airline;
    (4) Making visible or disseminating to any other airline any fare 
that is intended solely to communicate a defendant's planned or 
contemplated fares or changes to fares;
    (5) Making visible or disseminating two or more footnote 
designators that identify footnotes that contain identical information, 
or making visible or disseminating any footnote designator that 
identifies a footnote that contains no information; and
    (6) Using fare codes that convey information other than fare class 
or terms and conditions of sale or travel. (B) ATP is enjoined and 
restrained from:
    (1) Disseminating or conveying any fare with a first ticket date;
    (2) Making visible or disseminating an airline's tags or any other 
similar designating mechanism to any person other than that airline;
    (3) Making visible or disseminating two or more footnote 
designators for any airline that identify footnotes that contain 
identical information, or making visible or disseminating any footnote 
designator that identifies a footnote that contains no information;
    (4) Making visible or disseminating to any airline changes to any 
other airline's fares prior to disseminating or conveying such changes 
to the domestic CRSs; and
    (5) After reasonable inquiry, knowingly making visible or 
disseminating any changes to fares more frequently than the number of 
times a day that at least one domestic CRS updates its fare data base 
with such changes to fares.

V

Limiting Conditions

    (A) Nothing in this Final Judgment shall prohibit any defendant 
airline from submitting its fare changes to ATP for processing, or 
disseminating to CRSs or other reservations systems rules that do not 
contain or describe any first ticket date, last ticket date, or planned 
or contemplated fare level.
    (B) Nothing in this Final Judgment shall prohibit any defendant 
airline from engaging in communications with another airline when such 
communications are reasonably necessary to establish, implement, or 
modify: (i) a joint, code share, commuter, or other interline fare with 
that airline; or (ii) an otherwise lawful transaction involving the 
provision of management services which may include pricing and yield 
management services.
    (C) (1) Nothing in this Final Judgment shall prohibit any defendant 
airline from advertising that a promotional fare shall cease to be 
available for purchase on a specified date or after a specified period 
of time, or that a last ticket date on a fare shall be extended to a 
later date, and in conjunction therewith otherwise disseminating such 
information, provided that such advertising occurs (i) in media of 
general circulation or through mass mailings, and (ii) in a manner 
designed to directly reach a meaningful number of potential consumers 
likely to purchase such fare, provided further that, where a group of 
fares is being so advertised, it shall be sufficient to provide a 
general description of included city or airport pairs and fare levels 
without specifically identifying each city or airport pair and fare 
level.
    (2) After any defendant airline, United Air Lines, Inc. of USAir, 
Inc. has disseminated a fare with a last ticket date or extended a last 
ticket date, or any non-defendant airline has disseminated a sale fare 
or extended the last ticket date on a sale fare, in any city or airport 
pair, nothing in Section IV(A) (1)-(3) and (5)-(6) of this Final 
Judgment shall prohibit a defendant airline from promptly thereafter, 
in matching city or airport pairs, (i) disseminating a new fare with 
the same price, restrictions, and last ticket date as that airline's 
fare, or (ii) extending to the same date, the last ticket date on a 
fare with the same price and restrictions as that airline's fare, 
provided that no defendant airline shall extend the last ticket date on 
any fare more than one time pursuant to Section V(C)(2).
    (3) The dissemination of a last ticket date in accordance with 
Section V(C), in and of itself, does not constitute a violation of this 
Final Judgment.
    (D) Nothing in this Final Judgment shall prohibit any defendant 
airline from disseminating public statements regarding contemplated 
changes in fares, provided such statements describe neither effective 
dates nor the particular amounts or rules relating to particular city 
or airport pairs or sets of city or airport pairs.
    (E) Nothing in this Final Judgment shall prohibit any defendant 
from advocating or discussing, in accordance with the doctrine 
established in Eastern Railroad Presidents Conference v. Noerr Motor 
Freight, Inc., 365 U.S. 127 (1961), and its progeny, legislative, 
judicial or regulatory actions, or governmental policies or actions.
    (F) The dissemination of travel dates, in and of itself, does not 
constitute a violation of this Final Judgment.
    (G) Nothing in this Final Judgment shall be construed to prohibit 
any defendant airline, in unilaterally determining its own fares, from 
considering all publicly available information relating to the fares of 
other airlines.
    (H) Regardless of what fares any airline offers in any city or 
airport pair, offering any fare in the same or any other city or 
airport pair, in and of itself, does not constitute a violation of this 
Final Judgment.

VI

Compliance Program

    (A) Each defendant is ordered to maintain an antitrust compliance 
program which shall include designating, within 30 days of entry of 
this Final Judgment, an Antitrust Compliance Officer with 
responsibility for accomplishing the antitrust compliance program and 
with the purpose of achieving compliance with this Final Judgment. The 
Antitrust Compliance Officer shall, on a continuing basis, supervise 
the review of the current and proposed activities of his or her 
defendant company to ensure that it complies with this Final Judgment.
    (B) The Antitrust Compliance Officer for a defendant airline shall 
be responsible for accomplishing the following activities:
    (1) Distributing, within 60 days from the entry of this Final 
Judgment, a copy of this Final Judgment to all officers and employees 
who have any responsibility for approving, disapproving, analyzing, 
monitoring, studying, recommending, or implementing any fares, or 
disseminating any fares to ATP, CRSs or any airlines;
    (2) Distributing in a timely manner a copy of this Final Judgment 
to any officer or employee who succeeds to a position described in 
Section VI(B)(1);
    (3) Briefing annually those persons designated in Section VI(B)(1) 
on the meaning and requirements of this Final Judgment and the 
antitrust laws and advising them that the defendant's legal advisors 
are available to confer with them regarding compliance with the Final 
Judgment and the antitrust laws;
    (4) Obtaining from each officer or employee designated in Section 
VI(B)(1) an annual written certification that he or she: (1) Has read, 
understands, and agrees to abide by the terms of this Final Judgment; 
and (2) has been advised and understands that his or her failure to 
comply with this Final Judgment may result in conviction for criminal 
contempt of court; and
    (5) Maintaining a record of recipients to whom the Final Judgment 
has been distributed and from whom the certification in Section 
VI(B)(4) has been obtained.
    (C) The Antitrust Compliance Officer for ATP shall be responsible 
for accomplishing the following activities:
    (1) Distributing, within 60 days from the entry of this Final 
Judgment, a copy of this Final Judgment to all officers of ATP;
    (2) Distributing in a timely manner a copy of this Final Judgment 
to any person who succeeds an officer;
    (3) Briefing annually all officers on the meaning and requirements 
of this Final Judgment and the antitrust laws and advising them that 
the defendant's legal advisors are available to confer with them 
regarding compliance with the Final Judgment and the antitrust laws;
    (4) Obtaining from each officer an annual written certification 
that he or she: (1) has read, understands, and agrees to abide by the 
terms of this Final Judgment; and (2) has been advised and understands 
that his or her failure to comply with this Final Judgment may result 
in conviction for criminal contempt of court; and
    (5) Maintaining a record of recipients to whom the Final Judgment 
has been distributed and from whom the certification in Section 
VI(C)(4) has been obtained.
    (D) At any time, if a defendant's Antitrust Compliance Officer 
learns of any past or future violations of Section IV of this Final 
Judgment, that defendant shall, within 45 days after such knowledge is 
obtained, take appropriate action to terminate or modify the activity 
so as to comply with this Final Judgment.
    (E) For each last ticket date a defendant airline disseminates 
through ATP or a CRS pursuant to Section V(C), that defendant airline 
(1) shall retain a record of the dates that such last ticket date was 
disseminated in the system and the specific fares and city or airport 
pairs to which the last ticket date was attached, and (2) shall retain 
either (a) a representative copy or transcript of its advertisement 
that was used in conjunction with any such last ticket date and a 
record of the use of any such advertising or (b) a representative 
record of the fare to which the defendant was responding. Such records 
and representative copies or transcripts shall be maintained in a 
manner that facilitates prompt retrieval and review of the 
documentation required by this section. These documents shall be 
retained for a period of three years from the first date any such 
advertising appeared or the first date any such last ticket date 
appeared in ATP or a CRS.

VII

Certification

    (A) Within 75 days after the entry of this Final Judgment, each 
defendant shall certify to the plaintiff whether it has designated an 
Antitrust Compliance Officer and has distributed the Final Judgment in 
accordance with Section VI above.
    (B) For 10 years after the entry of this Final Judgment, on or 
before its anniversary date, each defendant shall file with the 
plaintiff a statement as to the fact and manner of its compliance with 
the provisions of Section VI.

VIII

Plaintiff Access

    (A) To determine or secure compliance with this Final Judgment and 
for no other purpose, duly authorized representatives of the plaintiff 
shall, upon written request of the Assistant Attorney General in charge 
of the Antitrust Division, and on reasonable notice to any defendant 
made to its principal office, be permitted, subject to any legally 
recognized privilege:
    (1) Access during such defendant's office hours to inspect and copy 
all documents in the possession or under the control of such defendant, 
who may have counsel present, relating to any matters contained in this 
Final Judgment; and
    (2) Subject to the reasonable convenience of such defendant and 
without restraint or interference from it, to interview officers, 
employees or agents of such defendant, who may have counsel present, 
regarding such matters.
    (B) Upon the written request of the Assistant Attorney General in 
charge of the Antitrust Division made to any defendant's principal 
office, such defendant shall submit such written reports, under oath if 
requested, relating to any matters contained in this Final Judgment as 
may be reasonably requested, subject to any legally recognized 
privilege.
    (C) No information or documents obtained by the means provided in 
Section VIII shall be divulged by the plaintiff to any person other 
than a duly 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, 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 any 
defendant to plaintiff, such defendant represents and identifies in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under Rule 26(c)(7) of the Federal 
Rules of Civil Procedure, and such defendant marks each pertinent page 
of such material, ``Subject to claim of protection under Rule 26(c)(7) 
of the Federal Rules of Civil Procedure,'' then 10 days notice shall be 
given by plaintiff to such defendant prior to divulging such material 
in any legal proceeding (other than a grand jury proceeding) to which 
that defendant is not a party.

IX

Further Elements of the Final Judgment

    (A) This Final Judgment shall expire ten years from the date of its 
entry.
    (B) Section IV(B) of this Final Judgment shall become effective 
three months from the date of entry of this Final Judgment.
    (C) If, subsequent to the entry of this Final Judgment, it or a 
previously entered stipulated final judgment in this matter is modified 
in any respect, any defendant, in its sole discretion, may move this 
Court, and the Court shall grant such a motion, to substitute such 
modified stipulated final judgment for this Final Judgment.
    (D) Jurisdiction is retained by this Court for the purpose of 
enabling any of the parties 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 
or terminate any of its provisions, to enforce compliance, and to 
punish violations of its provisions.
    (E) Entry of this Final Judgment is in the public interest.

    Dated:

----------------------------------------------------------------------
United States District Judge.

    United States of America, Plaintiff, v. Airline Tariff 
Publishing Company; et al., Defendants. Civil Action No. 92-2854 
(SSH)

Competitive Impact Statement

    Pursuant to Section 2(b) of the Antitrust Procedures and Penalties 
Act, 15 U.S.C. 16 (b)-(h), the United States submits this Competitive 
Impact Statement relating to the proposed Final Judgment submitted for 
entry with the consent of Airline Tariff Publishing Company, Alaska 
Airlines, Inc., American Airlines, Inc., Continental Airlines, Inc., 
Delta Air Lines, Inc., Northwest Airlines, Inc., and Trans World 
Airlines Inc. in this civil antitrust proceeding.

I

Nature and Purpose of the Proceeding

    On December 21, 1992, the United States filed a civil antitrust 
complaint alleging that Alaska Airlines, American Airlines, Continental 
Airlines, Delta Air Lines, Northwest Airlines, Trans World Airlines, 
United Air Lines, and USAir (``airline defendants''), Airline Tariff 
Publishing Company (``ATP'') and co-conspirators conspired unreasonably 
to restrain competition among themselves in violation of Section 1 of 
the Sherman Act, 15 U.S.C. 1. The Complaint alleges two causes of 
action.
    The first cause of action alleged in the Complaint is that, from at 
least as early as April 1988 and continuing through at least May 1990, 
each of the airline defendants and co-conspirators engaged in various 
combinations and conspiracies with other airline defendants and co-
conspirators. These consisted of agreements, understandings, and 
concerted actions to fix prices by increasing fares, eliminating 
discount fares, and setting fare restrictions for tickets purchased for 
travel between cities in the United States. These agreements, 
understandings, and concerted actions were reached and effectuated 
through the airline defendants' use of the computerized fare 
dissemination services of ATP to: (1) Exchange proposals and negotiate 
fare changes; (2) trade fare changes in certain markets in exchange for 
fare changes in other markets; and (3) exchange mutual assurances 
concerning the level, scope, and timing of fare changes. The Complaint 
seeks relief that will prevent the airline defendants from continuing 
or renewing the alleged conspiracies, or engaging in any other 
conspiracy having a similar purpose or effect.
    The second cause of action alleged in the Complaint is that from at 
least as early as April 1988 and continuing through to the date of the 
Complaint, the airline defendants, ATP, and co-conspirators engaged in 
a combination and conspiracy, consisting of an agreement, 
understanding, and concert of action to create, maintain, operate, and 
participate in the ATP fare dissemination system. This fare 
dissemination system has been formulated and operated in a manner that 
unnecessarily facilitates coordinated interaction among the airline 
defendants and co-conspirators, enabling them to: (1) Communicate more 
effectively with each other to increase fares, change fare 
restrictions, and eliminate discounts; (2) show links between proposed 
fare changes in different city-pair markets; (3) monitor each other's 
proposals on fare changes; and (4) lessen uncertainty concerning each 
other's pricing intentions. As a result, coordinated interaction among 
the airline defendants and co-conspirators has been more frequent, 
successful, and complete, and consumers have been deprived of the 
benefits of free and open competition in the sale of air passenger 
transportation services. The Complaint seeks to enjoin the airline 
defendants from using ATP to restrain competition by prohibiting the 
dissemination of certain information.
    On December 21, 1992, the United States, United and USAir filed a 
Stipulation in which they consented to the entry of a proposed Final 
Judgment providing, with respect to United and USAir, all of the relief 
the United States seeks in the Complaint. After reviewing the proposed 
Final Judgment pursuant to the Antitrust Procedures and Penalties Act 
(the ``Tunney Act''), the Court concluded that the Judgment was in the 
public interest within the meaning of the Tunney Act, and it became 
final with respect to United and USAir on November 1, 1993.
    On March 17, 1994, the United States, ATP, Alaska Airlines, 
American Airlines, Continental Airlines, Delta Air Lines, Northwest 
Airlines, and Trans World Airlines filed with the Court a Stipulation 
consenting to the entry of a new proposed Final Judgment with respect 
to the remaining defendants following compliance with the Antitrust 
Procedures and Penalties Act, 15 U.S.C. 16(b)-(h), unless the United 
States withdraws its consent. The proposed Final Judgment is 
substantially identical to the Final Judgment entered against United 
and USAir (the ``United/USAir decree'') with the following exceptions. 
Section V(B) clarifies that the proposed Final Judgment does not 
prohibit an airline defendant from selling management services to 
another airline. Section V(C) permits the airline defendants to 
disseminate last ticket dates through ATP in some specified 
circumstances where the United/USAir decree prohibits the use of last 
ticket dates. The record keeping provisions in Section VI(E) has been 
changed to reflect the changes to Section V(C). Finally, the proposed 
Final Judgment provides the relief the United States is seeking against 
defendant ATP.
    Entry of the proposed Final Judgment will terminate this action 
against all remaining defendants, except that the Court will retain 
jurisdiction over the matter for further proceedings that may be 
required to interpret, enforce, or modify the Final Judgment, or to 
punish violations of any of its provisions.

II

Description of the Practices Involved in the Alleged Violations

A. Industry Background
    The domestic passenger airline industry generates annual sales in 
the tens of billions of dollars. Each of the airline defendants is a 
significant competitor, providing scheduled nonstop, one-stop, and 
multi-stop domestic air passenger services between a large number of 
origin and destination cities (city pairs).
    Through hub and spoke route systems, the airlines are able to 
consolidate passengers from many points at a single location (the hub) 
and then transport them, along with passengers originating at the hub, 
to a common destination. These competing hub and spoke networks overlap 
one another but are not identical. All airlines do not serve all city 
pairs, and the type of service offered by airlines on the same city 
pair may vary (nonstop versus one or more stops). The times and 
frequencies of service offered also may vary considerably among 
airlines. These service variations, as well as differences in passenger 
mixes and cost structures, often result in some airlines serving a 
particular city-pair market preferring to charge lower prices than 
others.
    For each of the thousands of city pairs served by each airline, 
numerous fares are offered to customers. Many of these fares carry 
restrictions that are designed to segment the market for air travel 
into groups with varying sensitivities to price and time of travel. For 
example, lower fares designed to attract only leisure travelers may 
require advance purchase and a Saturday night stay.
    Airlines constantly alter fares in response to changes in costs, 
both industrywide and airline-specific, and to changes in consumer 
demand, both for travel generally and travel on particular city pairs. 
Moreover, the availability to consumers of a seat on a particular 
flight at a particular fare is controlled by each airline's continuous 
adjustment, based upon projected and actual demand, of the inventory of 
seats available at that fare.
    ATP is the central source for the collection, organization, and 
dissemination of fare information for virtually every domestic airline. 
(ATP does not receive seat inventory or allocation information.) Each 
of the airline defendants owns and participates in the ATP fare 
dissemination system through which information is exchanged about 
fares. ATP also provides this information to computer reservation 
systems (``CRSs'') and other subscribers.
    Each airline supplies ATP with basic information about its fares. 
This information includes fare codes (which indicate the names of the 
fares--e.g., ``F'' is first class; ``Y'' is full coach), fare amounts, 
rules, and routings. Rules contain restrictions that limit or condition 
the use of the fare, including advance purchase requirements and 
penalties for itinerary changes. Routings are used to limit fares to 
travelers using a particular itinerary, for example, connecting flights 
over a particular hub.
    An airline also can attach up to two footnotes to any fare in the 
ATP data base. Footnotes are identified by alphanumeric codes 
(``footnote designators''), such as ``A'' or ``32.'' Footnotes are used 
by airlines to identify, among other things, first or last ticket dates 
or travel dates.
    A first ticket date indicates a future date at which a fare is 
supposed to become available for purchase by consumers. A last ticket 
date indicates a future date at which a current fare is supposed to 
end. The airlines have no obligation to offer fares on their first 
ticket dates or remove them on their last ticket dates. In fact, the 
airlines often change first and last ticket dates to an earlier or 
later date than originally announced, or increase or withdraw fares 
without regard to their first or last ticket dates.
    The travel dates contained in footnotes indicate when a consumer 
can travel using a particular fare. A first travel date indicates the 
first date upon which travel on a particular fare may commence. A last 
travel date indicates the last date upon which travel may commence.
    At least once every workday, the airlines submit their ``fare 
changes'' to ATP. Some of these change the restrictions on, or level of 
fares currently being sold to consumers; many others simply change the 
footnotes--adding, postponing or withdrawing ticket dates or switching 
designators.
    ATP processes the fare changes and disseminates them to the airline 
defendants and other ATP subscribers, including CRSs. The airline 
defendants, either directly or by contract with third parties, massage 
this data with sophisticated computer programs to produce detailed 
daily reports. These reports sort and display information on all 
markets in a variety of ways so that the airline defendants, using 
ticket dates and footnote designators, can identify and track their 
competitors' proposed changes to fares, discerning any 
interrelationships the airlines establish among the proposed fare 
changes and assessing their competitors' intentions to implement the 
changes.
    By contrast, the CRSs use the ATP fare changes to update their fare 
data bases, and travel agents in turn use the CRSs to make reservations 
and price tickets on fares currently available for sale. Travel agents 
using the CRSs cannot sort and analyze the fare change data as the 
airlines do. The CRSs display fare information only one market at a 
time, most often for a specific flight on a given day and do not 
display any airline's footnote designators. Thus, the travel agents 
have neither the incentive nor ability to re-sort or otherwise piece 
together the information to find patterns or interrelationships among 
proposed changes to fares or to predict whether or when the airlines 
will implement their proposed changes.
B. Illegal Agreements To Fix Prices by Increasing Fares, Eliminating 
Discount Fares, and Setting Fare Restrictions in Various City-Pair 
Markets
    The first cause of action alleges that, beginning as early as April 
1988 and continuing through at least May 1990, the airline defendants 
used the ATP fare dissemination system to enter into a series of 
agreements to fix prices by increasing fares, eliminating discount 
fares, and increasing fare restrictions in various city pairs. Such 
agreements are per se illegal under Section One of the Sherman Act.
    The ATP fare dissemination system provided a forum for the airline 
defendants to communicate about their prices. Using, among other 
things, first and last ticket dates and footnote designators, they 
exchanged clear and concise messages setting forth the fares each 
wanted the others to charge, and identifying fares each wanted the 
others to eliminate. Through this electronic dialogue, they conducted 
negotiations, offered explanations, traded concessions with one 
another, took actions against their independent self-interests, 
punished recalcitrant airlines that discounted fares, and exchanged 
commitments and assurances--all to the end of reaching agreements to 
increase fares, eliminate discounts, and set fare restrictions.
    The government identified over fifty agreements among the airline 
defendants and their co-conspirators. These agreements increased fares 
in hundreds of city pairs from heavily travelled business markets such 
as New York--Chicago to smaller leisure travel markets such as Klamath 
Falls, Oregon--Tampa, Florida.
    There were two types of price fixing agreements. In the first type 
of agreement, the airline defendants used ATP to reach agreements to 
increase fares. Typically, one airline began the process by filing its 
proposed higher fares in particular markets with a first ticket date in 
the future. In this way, it told other airlines when, where and how 
much it wanted fares to increase. Other airlines responded to such a 
proposal in different ways. If an airline wanted that increase, it 
conveyed its agreement by filing the same proposed increase in the same 
city pairs with the same first ticket date. If an airline wanted a 
different increase, it made a counterproposal, filing fares with first 
ticket dates in the future to communicate which fares it wanted to 
increase, by how much and in what city pairs. To facilitate 
negotiations, an airline typically used a common footnote designator on 
the fares included in its proposal, such as all leisure fares or all 
fares in certain city pairs. This highlighted for the other airlines 
which fares it wanted bundled together to receive common treatment.
    Often, the airlines exchanged proposals over several weeks, with 
the first ticket dates repeatedly postponed (``rolled'') in order to 
allow more time for negotiation. At times they took steps to secure the 
agreement of recalcitrant airlines. Where a dissenting airline wanted a 
smaller or no increase, the others signaled their displeasure by filing 
reduced fares in city-pair markets important to that airline and 
offering to remove those fares if the dissenter agreed to the proposed 
increase. Where a dissenting airline wanted to increase fewer fares or 
fares in fewer city pairs, the others refused to increase any fares 
unless the dissenter agreed to the broader proposed increase. The 
negotiation process continued until all significant airlines were lined 
up with the same proposed fare increase and the same first ticket date, 
thus providing each other with commitments and assurances as to the 
amount, scope, and timing of the proposed fare increase. On that first 
ticket date, the fares for all the airlines increased. As a Continental 
employee explained, ``When using ticketing dates to file an increase--
the actual new levels can be delayed again and again until we have the 
full cooperation of all participating . . . carriers.''\1\
---------------------------------------------------------------------------

    \1\H020641, attached as Exhibit 8 to the United States' Response 
to Questions in Appendix A of the Court's Order dated May 24, 1993, 
filed June 28, 1993.
---------------------------------------------------------------------------

    These agreements have had a substantial effect on consumers. 
Consider only one out of the many agreements identified by the 
government and only 29 out of the 400 markets affected by that 
agreement. An economic expert estimated that in those 29 markets alone, 
because of that one agreement alone, consumers paid at least 11 million 
dollars more for air transportation than they would have paid in the 
absence of the agreement.\2\
---------------------------------------------------------------------------

    \2\Declaration of Jonathan B. Baker, attached as Exhibit 1 to 
the United States' Response to Questions in Appendix A of the 
Court's Order dated May 24, 1993, filed June 28, 1993.
---------------------------------------------------------------------------

    In the second type of agreement, the airline defendants used ATP to 
reach agreements to eliminate discount fares offered to consumers. They 
conveyed their proposals and commitments to end certain widely-
available discounts on a given date with last ticket dates and footnote 
designators, much as they had used first ticket dates and footnote 
designators to convey their increase proposals and commitments. 
Additionally, they targeted particular discounts offered by one or a 
few competitors and solicited agreements to eliminate these fares. In 
these cases, the soliciting airline would punish the disruptive airline 
by filing similar discounts in the city pairs where the disruptive 
airline preferred higher fares. The soliciting airline would use fare 
basis codes, last ticket dates and footnote designators to communicate 
to the disruptive competitor, and other interested airlines, the 
limited reason (punishment) for the soliciting airline's discount and 
its willingness to eliminate the discount in exchange for the 
competitor eliminating the original discount.
    An agreement identified by the government illustrates this conduct. 
In April 1989, American offered certain discount fares between its hubs 
in Dallas and Chicago on a few select flights on that route each day. 
Delta observed American's fares but decided to offer the discount fares 
on all of its flights between Dallas and Chicago because demand for 
tickets on all of those flights was low. American then took a number of 
actions to convey its proposal to Delta that the discounts be limited 
to only a few flights. First, American matched Delta's action by filing 
the discount fares on all of its flights in Dallas-Chicago, but it 
added a last ticket date to those fares of only a few days away, 
communicating that it did not want the fares to continue on all 
flights. American also refiled the discounts restricted to two flights, 
with a first ticket date in the future, thereby telling Delta that 
American wanted the availability of the discounts limited. At the same 
time, American filed fares between Dallas and Atlanta, two of Delta's 
hubs, using the same fare levels, footnote designator and last ticket 
date that it used on the fares in Dallas-Chicago. American thus linked 
the fares in the two city pairs, and communicated to Delta its offer to 
withdraw the fares in Dallas-Atlanta if, and only if, Delta restricted 
the availability of its fares in Dallas-Chicago.
    A Delta pricing employee, observing the same dollar amounts and 
footnotes on American's fares in the two city pairs, noted that 
American's fares in Dallas-Atlanta were an ``obvious retaliation'' for 
Delta's fares in Dallas-Chicago.\3\ Delta immediately accepted 
American's offer by withdrawing its discount fares in Dallas-Chicago 
and filing discount fares that were restricted to two specific flights. 
American then withdrew the discounts from Dallas-Atlanta, even before 
their last ticket date, demonstrating that the last ticket date 
American had placed on the fares was intended to send a message to 
Delta, not to consumers. The agreement between American and Delta 
raised the price of a roundtrip ticket between Dallas and Chicago by as 
much as $138 for many travellers.
---------------------------------------------------------------------------

    \3\DL II 38405, attached as Exhibit 13 to the United States' 
Response to Questions in Appendix A of the Court's Order dated May 
24, 1993, filed June 28, 1993.
---------------------------------------------------------------------------

C. Illegal Agreement To Operate a Fare Dissemination System That 
Unreasonably Facilitates Fare Coordination
    The second cause of action is based on the airline defendants' 
joint ownership and participation in ATP, beginning as early as April 
1988 and continuing until the date of the Complaint. The core of the 
second cause of action is that the airline defendants agreed to 
exchange fare information with one another through ATP in a manner that 
unnecessarily and unreasonably allowed them to coordinate fares. The 
Complaint challenged these activities as illegal under a Sherman Act 
Section 1 ``rule of reason'' analysis.
    ATP provides the airlines with a number of communication devices 
that allow them to coordinate better on fares. These communication 
devices, primarily first ticket dates, last ticket dates, and footnote 
designators, enabled the airline defendants on many occasions to reach 
overt price-fixing agreements of the type described in the first cause 
of action. These same devices also facilitate pervasive coordination of 
airline fares short of price fixing--coordination that would not occur 
simply by virtue of the structure of the airline industry.
    1. ATP Communication Devices Facilitate Successful Coordination. 
The likelihood of successful coordination among horizontal competitors 
is substantially enhanced when firms are able to identify mutually 
beneficial terms of coordination, detect deviations (or ``cheating'') 
from the coordinated outcome, and punish or credibly threaten to punish 
those deviations (that is, make the deviation less profitable than 
adhering to the coordinated price). Because of the structure and nature 
of the airline industry, some coordination among the airlines on fares 
is inevitable. As currently operated, however, ATP enables the airlines 
to coordinate more frequently and more successfully than they otherwise 
would.
    First, the ATP communication devices facilitate the identification 
of mutually beneficial terms for coordination. While certain 
characteristics of the airline industry make it easier for airlines to 
identify mutually beneficial terms for coordination--the small number 
of airlines in many city-pair markets and the necessarily wide 
dissemination of current fares--other inherent characteristics make the 
identification of mutually beneficial terms more difficult. There are a 
vast number of city-pair markets, and frequent fare changes. In 
addition, the airlines serving a city-pair market often have quite 
different prices that they prefer to charge.
    ATP helps the airlines to overcome these impediments. By filing 
fares with first ticket dates in the future and linking the fares with 
a common footnote designator, the airlines can float proposals to 
increase fares, see how their competitors react to the proposals, 
consider alternative proposals, and identify a mutually acceptable fare 
increase--all without the risk of losing sales during the process to a 
competitor with lower fares. Similarly, by placing a last ticket date 
on discount fares and linking the fares with a common footnote 
designator, airlines can communicate their desire to eliminate those 
fares and determine their competitors' willingness to do likewise. The 
airlines thus can develop at virtually no cost a consensus on whether 
and when fares should increase or discounts should end, and they can 
increase fares or remove discounts with greater certainty of their 
competitors' likely actions.
    ATP also enables the airlines to work out any differences they have 
on what price to charge. By using first and last ticket dates and 
footnote designators to link markets, the airlines can make complex 
deals, trading price increases desired by some airlines for price 
increases desired by others in different markets. Often such trades 
reflect the different hubs involved. Each airline tends to prefer 
higher fares on routes to or from its hub cities, where it tends to 
have high market shares and generates the highest profits. An airline 
thus may make a trade: it will charge higher fares than it would 
otherwise charge on other airlines' hub routes in return for the other 
airlines charging the higher fares that it desires on its own hub 
routes.
    Second, ATP makes coordination more likely by making it more 
effective and less costly to punish deviations. When coordinated prices 
are above the competitive level, an airline will have an incentive to 
deviate from the coordinated price, that is, to lower its price. The 
greater the incentive to deviate, the less likely it is that firms will 
attempt to coordinate prices in the first place, and the less effective 
will be any coordination. However, if deviations from coordinated fare 
levels can be detected quickly and made unprofitable (``punished'') by 
other airlines, effective coordination becomes more likely.
    The necessarily broad dissemination of fares and fare availability 
means that airlines can quickly detect any competitor's fare changes. 
However, the number of markets and frequency of fare changes make it 
difficult to determine whether a fare change is a punishing action--one 
that is intended to discipline a competitor for cheating--or a fare 
change that is itself a deviation from a coordinated fare level. ATP 
enables an airline to use ticket dates and footnote designators to 
label the fare changes that it intends as punishment. Through ATP, an 
airline can communicate to a competitor that the reason it is cutting 
fares in markets important to the competitor is to punish the 
competitor for taking some fare action--for example, cutting fares in 
another market or refusing to increase fares. By clearly identifying 
the purpose of its actions, the airline decreases the risk that other 
airlines will misinterpret the fare change as a deviation that itself 
should be punished, and increases the likelihood that the ``cheating'' 
airline will receive the intended message and return to the coordinated 
fare or agree to a proposed increase.
    Thus, without the ATP communication devices (or some substitute), 
each airline is more likely to act independently, charging low prices 
in certain city pairs, such as those in which it is the low cost 
carrier, or matching low prices in other markets where it would have 
preferred a higher price. With the ATP communication devices, the 
airlines can coordinate and achieve fare levels above those that 
otherwise would have prevailed.
    2. ATP Communication Devices Provide Little or No Benefit to 
Consumers. While first and last ticket dates and footnote designators 
are of immeasurable value to the airlines in facilitating pricing 
coordination, they provide little benefit to consumers. Ticketing dates 
have neither the purpose nor effect of protecting consumers from 
unanticipated fare changes. None of the airline defendants has a policy 
or consistent practice with respect to the number of days in advance of 
a fare change it places a last ticket date (or corresponding first 
ticket date) on fares. Whether an airline defendant places a last 
ticket date on a fare two weeks in advance, one week in advance, one 
day in advance, does not use a last ticket date at all before 
increasing fares, or increases fares before the last ticket date 
arrives, depends not on the amount of time necessary to ensure that 
consumers are protected from unexpected increases, but on how much (or 
how little) time is necessary to reach agreement or coordinate with its 
competitors.
    Because the airlines change the ticket dates frequently as they 
react to each other's messages, ticket dates are extremely unreliable 
and misleading. On average, ticketing dates are inaccurate 54 percent 
of the time. Moreover, when ticket dates are inaccurate, they tend to 
be very inaccurate: 28 percent of the time, a fare continues to be 
available for fifteen or more days after its last ticket date, and 13 
percent of the time, a fare is withdrawn prior to its last ticket date. 
Thus, consumers cannot rely on the presence or absence of a last ticket 
date on a fare as assurance that the fare will be available for a 
certain period of time--the airlines are more likely either to continue 
offering the fare or to withdraw the fare without prior notice than to 
actually make the proposed fare change on the posted date. With little 
reason to rely on the accuracy of ticket dates, consumers are harmed 
far more by the coordinated pricing that ticket dates facilitate than 
they are benefited by the information those dates contain.

III

Explanation of the Proposed Final Judgment

    The proposed Final Judgment is intended to ensure that the airline 
defendants do not continue to use the ATP fare dissemination system or 
any similar mechanism in a manner that unnecessarily facilitates fare 
coordination or that enables them to reach specific price-fixing 
agreements. It prohibits the airline defendants from disseminating 
first ticket dates or using designating mechanisms, and substantially 
restricts their use of last ticket dates. The proposed Final Judgment 
also prohibits other conduct that would allow the airline defendants to 
communicate without market risk their pricing intentions or signal 
competitors that fare actions in different markets are linked. The 
proposed Final Judgment does not prevent the airline defendants from 
disseminating their currently available fares through ATP to CRSs for 
consumer booking and ticketing, from advertising current fare 
information to consumers, or from offering for sale fares for which 
travel can only begin in the future, for example, offering fares in the 
summer that apply to winter travel to Florida. Neither does it regulate 
the independent pricing decisions of an airline, whether or not those 
prices are a response to or evoke a response from other airlines.
A. Prohibited Airline Defendants Conduct
    Section IV(A) of the proposed Final Judgment contains six 
categories of prohibited conduct. Certain exceptions to these 
prohibitions are contained in the limiting conditions in Section V. 
Section IV(A) is identical to Section IV of the United/USAir decree.
    Section IV(A)(1) contains general prohibitions on agreement between 
airlines ``to fix, establish, raise, stabilize, or maintain any fare.'' 
This provision prohibits the airline defendants from any further price 
fixing whether by the means alleged in the Complaint or by other means 
violative of the Sherman Act.
    Section IV(A)(2) contains one of the key provisions of the proposed 
Final Judgment. It prohibits the airline defendants from 
``disseminating any first ticket dates, last ticket dates, or any other 
information concerning the defendant airline's planned or contemplated 
fares for changes to fares.'' This provision bars, with limited 
exceptions discussed below, the airline defendants' use of first and 
last ticket dates, as well as any alternative means of communicating 
their future pricing intentions. For example, it prevents the airline 
defendants from, with any precision, negotiating fare increases through 
press releases. Similarly, it prevents the airline defendants from 
beginning to use travel dates to coordinate fare changes rather than to 
communicate meaningful information to consumers on the relevant travel 
periods for particular fares. This provision will eliminate the 
extensive and costless negotiation over the amount, scope and timing of 
fare changes, thus making coordination or agreement on fares far more 
difficult.
    The ban on the airline defendants' use of first ticket dates is 
absolute. All of the airline defendants' fares, whether in ATP, a CRS 
or elsewhere, must be currently available for sale to consumers.
    The airline defendants may continue to use last ticket dates, but 
only in very limited circumstances. Section V(C) permits the airline 
defendants, through advertising in media of general circulation or 
through mass mailings, and in a manner designed to directly reach a 
meaningful number of likely potential consumers, to state that a 
promotional fare will end on a particular date or that a last ticket 
date on a sale fare has been extended to a later date. Once an airline 
defendant has informed consumers through the required advertising, it 
may then disseminate the fare's last ticket date in a CRS and 
elsewhere.
    After an airline defendant has disseminated a fare with a last 
ticket date, or a non-defendant airline has disseminated a sale fare 
with a last ticket date or extended the last ticket date on a sale 
fare, an airline defendant may, without advertising, disseminate a new 
fare with the same price, restrictions and last ticket date as the 
other airline's fare. Additionally, an airline defendant may extend one 
time, without advertising, the last ticket date on that sale fare to 
the same last ticket date as another airline's sale fare that has the 
same price and restrictions. In either case, a defendant airline's fare 
must be applicable in the same city or airport pair as the other 
airline's fare or in a city or airport pair with origin and 
destination, respectively, within 100 miles of the origin and 
destination of the city or airport pair of the other airline's fare.
    Section V(C) of the proposed Final Judgment allows the airline 
defendants to use last ticket dates in a few narrow circumstances where 
the United/USAir decree does not. For instance, if a non-defendant 
introduces a sale fare, Section V(C) allows an airline defendant to 
match that sale fare with the same last ticket date. However, Section 
V(C) of the proposed Final Judgment contains an additional safeguard. 
In disseminating any unadvertised fares with last ticket dates, whether 
they match a defendant or non-defendant, the airline defendants remain 
subject to the proposed Final Judgment's prohibition against using 
fares solely to communicate pricing intentions.
    The restrictions in Section IV(A)(2) and V(C) on the dissemination 
of last ticket dates lessen the likelihood that last ticket dates will 
be used by the airline defendants to coordinate fare changes. The 
requirements that the fares be new fares and that the last ticket dates 
be disseminated at the time the fares are first offered for sale, 
together with the limitations on extensions of the ticket dates, will 
make it difficult for the airline defendants to use last ticket dates 
to negotiate the elimination of discounts or to facilitate trades 
across markets. Also, the requirement that certain fares with last 
ticket dates be advertised will help ensure that the airline defendants 
use the dates to inform consumers of the ending dates of sales, rather 
than to communicate with competitors.
    The restrictions in Section V(C) apply only when an airline 
defendant chooses to use a last ticket date. The airline defendants 
remain free to advertise and market their services and fares in any 
other manner they choose, including any marketing or advertising that a 
fare will be available only for a short period of time.
    Section V(D) provides another limited exception to the prohibition 
on disseminating information relating to planned or contemplated fair 
changes. It will allow the airline defendants to continue to give 
consumers general information on impending fare changes. For example, 
airlines may make general public statements that because of increases 
in costs they expect fares to increase, or may advertise that certain 
low fares are available for a limited time only. Because the 
information is general, it is unlikely that the airline defendants 
could use it to coordinate fares.
    Section IV(A)(3) prohibits the airline defendants from ``making 
visible or disseminating its own tags or any other similar designating 
mechanism to any other airline.'' This provision prohibits the airline 
defendants from using any other device to link markets and coordinate 
fare changes in the way that they currently use footnote designators. 
It would, for example, prevent the airline defendants from attaching 
arbitrary but unique travel complete dates to fares in different 
markets in order to communicate a connection or link between those 
fares.
    Section IV(A)(4) prohibits the airline defendants from ``making 
visible or disseminating to any other airline any fair that is intended 
solely to communicate a defendant airline's planned or contemplated 
fare or contemplated changes to fares.'' This provision would proscribe 
fares that, although technically currently available for sale, will 
not, as a practical matter, be considered by consumers and that have no 
other legitimate purpose. For example, Section IV(A)(4) would preclude 
an airline defendant from communicating its intention to increase fares 
by filing fares that are higher but otherwise identical to existing 
fares, and they awaiting for other airlines to file identical higher 
fares before withdrawing its lower fares. Because no rational consumer 
would purchase the higher fares as long as the lower fares were 
available, the higher fares would be ``intended solely to communicate'' 
an airline defendant's contemplated changes to fares.
    Section IV(A)(5) prohibits the airline defendants from 
``disseminating two or more footnote designators that identify 
footnotes that contain identical information.'' This provision will 
prevent the airline defendants from continuing to use multiple 
footnotes, each with different designators, that contain the same 
ticketing and travel date information. In addition, Section IV(A)(5) 
prohibits the airline defendants from disseminating any footnote 
designator that identifies an ``empty'' footnote, that is, one that has 
no travel dates, last ticket date or other information. In both cases, 
the footnote designator serves no purpose other than to communicate 
connections between fares or to call competitors' attention to 
particular fares.
    Section IV(A)(6) prohibits the airline defendants from ``using fare 
codes that convey information other than fare class or terms and 
conditions of sale or travel.'' Certain standard fare codes are used 
throughout the industry to identify the class as well as the 
restrictions associated with a fare, such as advance purchase 
requirements. This provision is intended to prevent the airline 
defendants from using codes not related to either the fare class or the 
terms and conditions of sale or travel to send messages and link 
markets. For example, Section IV(A)(6) prevents an airline defendant 
from sending a message to another airline by placing letters that 
identify that airline in the airline defendant's fare code.
B. Prohibited ATP Conduct
    Section IV(B)(1) prohibits ATP from disseminating or conveying 
fares with first ticket dates. This provision parallels the prohibition 
in Section IV(A)(2) against the airline defendants' dissemination of 
first ticket dates. Section IV(B)(1) will ensure that ATP is not used 
for extensive and costless negotiations of fare increases through fares 
not available for actual sale. Section IV(B)(1) does not prohibit ATP 
from disseminating last ticket dates because the airline defendants 
will continue to be able to disseminate last ticket dates in certain 
limited circumstances.
    Section IV(B)(2) prohibits ATP from disseminating any airlines' 
tags or similar designating mechanism to any other airline. This 
provision, which parallels a prohibition on the airlines (Section 
IV(A)(3)), prevents ATP from replacing footnote designators with any 
new mechanism by which airlines can communicate links or ties between 
fares. Section IV(B)(3), which also parallels a prohibition on the 
airlines (Section IV(A)(5)), limits the type of footnote designator 
information that ATP may disseminate. This provision is intended to 
prevent ATP from disseminating footnote designators that have been 
designed to facilitate fare coordination by the airline defendants.
    Section IV(B)(4) prohibits ATP from ``making visible or 
disseminating to any airline changes to any other airline's fares prior 
to disseminating or conveying such changes to the domestic CRSs.'' This 
provision will bar ATP from disseminating fare changes to airlines 
before such fare changes can be made available to the general public 
through CRSs. Section IV(B)(5) prohibits ATP from ``making visible or 
disseminating any changes to fares more frequently than the number of 
times a day that at least one domestic CRS updates its fare data base 
with such changes to fares.'' This provision ensures that ATP does not 
disseminate fare changes to the airlines more frequently than such 
changes are actually made available to the general public through CRSs. 
In tandem, Sections IV(B) (4) and (5) prevent ATP from facilitating a 
completely private exchange of information among the airline defendants 
and thereby enabling them to negotiate fare changes, as they do 
currently, through the use of fares that are not available for sale to 
the public through CRSs.
C. Compliance Program and Certification
    In addition to the prohibitions contained in Sections IV and V, 
each defendant would be obligated to implement an antitrust compliance 
program. This program would require each defendant to designate an 
Antitrust Compliance Officer within 30 days of entry of the Final 
Judgment. The Antitrust Compliance Officer for each settling defendant 
would be responsible for distributing copies of the Final Judgment to 
all relevant officers or employees of that defendant. These persons 
would be required annually to certify that they understand and agree to 
abide by the terms of the Final Judgment. Each defendant must, within 
45 days after the Antitrust Compliance Officer learns of any violations 
of the Final Judgment, take appropriate action to terminate or modify 
the activity so as to comply with the Final Judgment. Finally, the 
airline defendants must maintain records relating to their use of last 
ticket dates under the limited exception provided in Section V(C). The 
record keeping requirements of the proposed Final Judgment differ 
slightly from those in the United/USAir decree to reflect the changes 
made to Section V(C).
D. Effect of the Proposed Final Judgment on Competition
    The relief in the proposed Final Judgment is designed to remove the 
artificial restraints that the defendants have imposed on competition 
and create an environment in which more vigorous competition may take 
place. The Department of Justice believes that the proposed Final 
Judgment contains sufficient provisions to prevent further violations 
of the type alleged in the Complaint and to remedy the effects of the 
alleged conspiracies.
    The Final Judgment entered against United and USAir gives them the 
right to have this proposed Final Judgment substituted for theirs. Such 
a substitution would not materially affect the ability of United and 
USAir to coordinate or agree on prices.

IV

Remedies Available to Potential Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. Sec. 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 suffered, as well as costs and reasonable attorney's fees. 
Entry of the proposed Final Judgment will neither impair nor assist the 
bringing of such actions. Under the provisions of Section 5(a) of the 
Clayton Act, 15 U.S.C. Sec. 16(a), the Judgment has no prima facie 
effect in any subsequent lawsuits that may be brought against any 
defendant in this matter.

V

Procedures Available for Modification of the Proposed Final Judgment

    As provided by the Antitrust Procedures and Penalties Act, any 
person believing that the proposed Final Judgment should be modified 
may submit written comments to Roger W. Fones, Chief, Transportation, 
Energy and Agriculture Section, U.S. Department of Justice, Antitrust 
Division, 555 Fourth Street, N.W., Room 9104, Washington, D.C. 20001, 
within the 60-day period provided by the Act. These comments, and the 
Department's responses, will be filed with the Court and published in 
the Federal Register. All comments will be given due consideration by 
the Department of Justice, which remains free to withdraw its consent 
to the proposed Final Judgment at any time prior to entry.

VI

Alternative to the Proposed Final Judgment

    Although the Department considered alternatives to the proposed 
Final Judgment, such as the United/USAir decree, none of these were 
substantially different from the proposed Final Judgment. The only real 
alternative would be a full trial of the case. In the view of the 
Department of Justice, such a trial would involve substantial cost to 
the United States and is not warranted because the proposed Final 
Judgment provides relief that will remedy the violations of the Sherman 
Act alleged in the United States' Complaint.

VII

Determinative Materials and Documents

    No materials and documents of the type described in Section 2(b) of 
the Antitrust Procedures and Penalties Act, 15 U.S.C. Sec. 16(b), were 
used in formulating the proposed Final Judgment.

    Dated: March 17, 1994.

    Respectfully submitted,
Mary Jean Moltenbrey,
Assistant Chief, Transportation, Energy, and Agriculture Section, 
Antitrust Division, U.S. Department of Justice, 555 Fourth Street NW., 
Room 9104, Washington, DC 20001, (202) 307-6349.

    United States of America, Plantiff, v. Airline Tariff Publishing 
Company, et al. Defendants. Civil Action No. 92-2854 SSH (DAR)

Motion and Supporting Memorandum of Points and Authorities on 
Consent To Make Part of the Official Record the Attached Letter of 
January 21, 1994, From Michael Doyle

    The plaintiff United States of America and defendants today filed 
with the Court a proposed Final Judgment and Stipulation of consent to 
entry of the proposed Final Judgment. The attached letter dated January 
21, 1994, by Michael A. Doyle, counsel for American Airlines, and 
confirmed by Roger Fones, Antitrust Division, U.S. Department of 
Justice, which sets forth plaintiff's interpretation of the proposed 
Final Judgment, is a material factor in each of the defendants' 
decisions to consent to entry of this proposed Final Judgment, and the 
plaintiff acknowledges that defendants are relying upon that letter as 
if each were named therein. Accordingly, the plaintiff, with consent of 
counsel for the defendants, hereby moves the Court to make this letter 
part of the official record in this case.
    A proposed order is attached.

    Dated: March 17, 1994.

    Respectfully submitted,
Mary Jean Moltenbrey,
Attorney, Antitrust Division, U.S. Department of Justice, 555 Fourth 
Street NW., room 9104, Washington, DC 20001, (202) 307-6349.

Alston & Bird

One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax 404-881-7777 Telex 54-2996

Michael A. Doyle
Direct Dial (404) 881-7340
January 21, 1994

Roger W. Fones, Esq., Section Chief, Transportation, Energy and 
Agriculture Section, U.S. Department of Justice, Antitrust Division, 
555 4th Street, NW., room 9104, Washington, DC 20001.

    Dear Mr. Fones: I write on behalf of American Airlines, Inc. in 
connection with United States v. Airline Tariff Publishing Company, 
et al., Civil Action No. 92-2854 (SSH), United States District Court 
for the District of Columbia (the ``Civil Action'').
    The Complaint in the Civil Action alleges that certain pricing 
practices of the defendants (relating to the dissemination of fare 
information through ATPCO and the use of first and last ticketing 
dates) have violated Section One of the Sherman Act. Two of the 
defendants, United Airlines and USAir, have earlier consented to a 
Final Judgment (which the Court entered as to them on November 1, 
1993) (the ``Decree''). American has vigorously denied the pertinent 
allegations of the Complaint.
    We have, as counsel to American, advised the Department of 
Justice of the following:
    1. American has been unwilling to consent to the entry of the 
Decree for two reasons. First, American believes that its pricing 
practices challenged by the Complaint are legal under the Sherman 
Act. Second, American believes that the Decree, which clearly bans 
the use of first ticketing dates (in all instances) and last 
ticketing dates (except for certain advertised promotions), creates 
great uncertainty with respect to a number of pricing practices 
which are functionally similar to the use of ticketing dates.
    2. American is uncertain as to whether these particular pricing 
practices are intended by the Department of Justice to be prohibited 
by the Decree.
    3. American is thus uncertain whether, if it agrees to be bound 
by the Decree, it will be exposed to enforcement actions, with the 
attendant risk of treble damages, with respect to practices it 
believes to be lawful but which American believes are not 
specifically addressed by the Decree. American also fears the 
competitive disadvantage it will inevitably suffer if other carriers 
engage in pricing actions that American has foresworn because of 
uncertainty about the Decree's meaning.
    You have advised us that the Antitrust Division continues to 
believe that the pricing practices challenged by the Complaint 
violate the Sherman Act, and that the relief embodied in the Decree 
is appropriate and adequate. You have also advised us that the 
Division is interested in encouraging a satisfactory settlement, and 
accordingly it is willing to respond to certain questions posed by 
American concerning the applicability of the Decree to particular 
kinds of conduct. We, therefore, have requested the Antitrust 
Division to advise us whether in its view the pricing practices 
described below are prohibited by the Decree.

Particular Pricing Actions and Practices

1. Weekend and Off-Hour Fare Increases.
A. Description Of Airline Pricing Action.

    1. At noon on Friday an airline transmits fare increases on 
certain city-pairs to the Airline Tariff Publishing Company 
(``ATPCO''). The increased fares become available for sale through 
computerized reservation systems (CRS) later that same day or early 
the next morning.\1\ The airline withdraws the fare increases on the 
following Sunday when it learns that some or all competitors have 
failed to implement matching fares for all of the same city-pairs.
---------------------------------------------------------------------------

    \1\We presume that all fares described in these Statements are 
for city-pairs on which the airline offering the fares provides 
service, are accompanied by fare basis codes that convey only the 
fare class and terms or conditions of sale or travel, are fares 
likely to be considered for purchase by reasonable, informed 
consumers during the time they are available, or are fares having 
some other legitimate use (e.g., prorate fares) and are disseminated 
by the airline to ATPCO to be immediately effective, without first 
or last ticket dates. However, ATPCO technical constraints currently 
require that all fares have an effective date no sooner than the 
next calendar day.
---------------------------------------------------------------------------

    2. Same as paragraph 1.A.1., except that all competitors 
implement matching fare increases on Saturday for all of the same 
city-pairs, and the increased fares are left in place.
    3. Same as paragraph 1.A.1., except that the fare increases with 
immediate effective dates are initially transmitted to ATPCO 
Saturday noon.
    4. At noon on Friday Airline A transmits 10% fare increases on 
certain city-pairs to ATPCO. The increased fares become available 
for sale through CRS at 5 p.m. that same day. On Saturday, Airline B 
transmits 5% fare increases to ATPCO on the same city-pairs. Airline 
A withdraws its 10% fare increases on Sunday when it learns that 
competing airlines have not offered matching fares for sale. Airline 
B withdraws its 5% increased fares. The following week, on Friday, 
Airline A raises its fares 5% on those city-pairs where Airline B 
had raised its fares 5% the previous week. On Saturday, Airline B 
matches Airline A's 5% fare increases, and both Airlines thereafter 
offer those fares for sale.
    5. On Friday Airline A transmits to ATPCO increases in two 
categories of fares (for example, full Y and 14-day advance 
purchase). On Saturday, Airline B matches only the full Y fare 
increase, and then on Sunday, Airline A withdraws both fare 
increases, and Airline B withdraws its increase. The following week, 
on Friday, Airline A increases its full Y fare for travel in the 
same city-pairs that it had raised that fare the prior week, Airline 
B matches that full Y fare increase on Saturday, and both Airlines 
thereafter continue to offer that full Y fare.
    6. Over time, the practices described in paragraphs 1.A.1., 
1.A.2., 1.A.3., 1.A.4. and 1.A.5., above become a pattern for 
airline pricing.

B. Antitrust Division's Statement of Decree Applicability.

    The pricing actions described above are not prohibited by the 
Decree.
    The fares in all of the pricing actions described in 1.A. above 
are bona fide fares--fares actually available when they are 
published through ATPCO, and likely to be considered for purchase by 
reasonable, informed consumers during the time they are available or 
are fares that have some other legitimate use during that period 
(for example, prorate fares). In each scenario, the airline that 
publishes the increased fares is, for at least twenty-four hours, at 
risk of losing sales as a result of its fare increase. Thus, the 
increased fares are bona fide and not fares ``intended solely to 
communicate a defendant's planned or contemplated fares or changes 
to fares'' within the meaning of Section IV(D) of the Decree. 
Moreover, although there may be an element of communication inherent 
in fares that are actually available and intended to be sold, the 
fares do not convey ``other information concerning the defendant's 
planned or contemplated fares or changes to fares'' within the 
meaning of Section IV(B) of the Decree. Indeed, the Decree 
specifically provides that it does not prohibit a defendant, ``in 
unilaterally determining its own fares, from considering all 
publicly available information relating to the fares of other 
airlines.'' Section V(G). Publicly available information encompasses 
information concerning other airlines' current and prior bona fide 
fares and fare changes, as well as any ``pattern'' that emerges from 
changes in such fares. Because the fares described are bona fide 
fares, the Antitrust Division has no present intention to challenge 
the pricing actions described in 1.A. under the Decree, nor, given 
the totality of the circumstances of the airline industry, the 
antitrust laws.

2. Cross Market Initiatives.
A. Description of Airline Pricing Action.

    1. Airline A offers for sale a low fare (e.g., $101) for travel 
on a city-pair route that is important to Airline B. Airline B 
matches the $101 fare for travel on the same city-pair and also 
offers for sale a $101 fare for travel on a city-pair that is 
important to Airline A. Airline B withdraws both $101 fares after 
one day. Airline A then withdraws its initial $101 fare the next 
day.
    2. Same as 2.A.1., except that Airline A does not withdraw the 
initial $101 fare, and Airline B then offers for sale $101 fares for 
travel on several city-pair routes important to Airline A. After two 
days, Airline A withdraws the initial $101 fare, and Airline B then 
withdraws its $101 fare.

B. Antitrust Division's Statement Of Decree Applicability.

    All of the fares described in 2.A. above are bona fide fares 
that are actually available for purchase when they are published 
through ATPCO, and are likely to be considered by reasonable, 
informed consumers during the time they are available. Accordingly, 
the fares are bona fide fares and not fares ``intended solely to 
communicate a defendant's planned or contemplated fares or changes 
to fares'' within the meaning of Section IV(D) of the Decree. 
Moreover, although there may be some communication inherent in these 
fares, the fares do not convey ``other information concerning the 
defendant's planned or contemplated fares or changes to fares'' 
within the meaning of Section IV(B) of the Decree. Thus, the pricing 
actions described above are not prohibited by the Decree. Indeed, 
the Decree specifically states that ``[r]egardless of what fares any 
airline offers in any city or airport pair, offering any fare in the 
same or any other city pair, in and of itself, does not constitute a 
violation of this judgment.'' Section V(H). Because the fares 
described are bona fide fares, the Antitrust Division has no present 
intention to challenge the pricing actions described in 2.A. under 
the Decree, nor, given the totality of the circumstances of the 
airline industry, the antitrust laws.
    The foregoing statements represent the position of the Antitrust 
Division concerning the applicability of the Decree to the specific 
pricing practices described, and the Division will not urge a 
contrary position in any adversarial, administrative, or regulatory 
proceeding. If so requested by American, the Division will consider 
in good faith a request to state the position of the United States, 
and to argue its correctness, in any adversarial, administrative, or 
regulatory proceeding, if the position of the United States is 
germane to issues in such proceeding, even if the United States is 
not a party to or otherwise directly involved in the proceeding.
    I enclose a proposed Final Judgment attached to a Stipulation I 
have executed on behalf of American, which makes the following 
previously agreed upon changes to the Final Judgment entered on 
November 1, 1993:
    1. Adding otherwise lawful sales of airline management services 
to other airlines to Section V(B);
    2. Expanding the limitation of Section V(C); and
    3. Modifying slightly the record keeping obligation in Section 
VI(C).
    Although American continues to deny that its past pricing 
activities challenged in the Civil Action were unlawful, American 
has agreed to consent to the entry of the Decree in order to avoid 
the burden and expense of litigation and in consideration of the 
Division's statements of its position concerning the applicability 
of the Decree as set out above.
    A stipulation executed by American through its counsel is 
enclosed herewith and made a part of this letter of understanding.
    Your signature below confirms that the foregoing Statements of 
Decree Applicability accurately reflect the position of the 
Antitrust Division.
      Sincerely,
Michael A. Doyle,
Counsel for American Airlines, Inc.
Confirmed:
Roger W. Fones,
Section Chief, Transportation, Energy and Agriculture Section, U.S. 
Department of Justice, Antitrust Division.

    United States of America, Plaintiff, v. Airline Tariff 
Publishing Company; et al., Defendants. Civil Action No. 92-2854 SSH 
(DAR).

Order

    Upon Consideration of the plaintiff's motion to make the letter 
of January 21, 1994, from Michael A. Doyle, counsel for American 
Airlines, to Roger Fones, Antitrust Division, U.S. Department of 
Justice, part of the official record in this case, it is this ______ 
day of ______ , 1994, hereby
    Ordered, that the plaintiff's motion is Granted; and it is,
    Further ordered that the clerk will make the letter from Michael 
A. Doyle part of the official record in this case.
Dated:-----------------------------------------------------------------
----------------------------------------------------------------------
Stanley S. Harris
United States District Judge

    Upon entry copies to:

Mary Jean Moltenbrey, Antitrust Division, U.S. Department of 
Justice, 555 Fourth Street, NW, Washington, DC 20001
for plaintiff United States

Mark Leddy, Michael J. Byrnes, Cleary, Gottlieb, Steen & Hamilton, 
1752 N Street, NW, Washington, DC 20036
Jonathan B. Hill, Dow, Lohnes & Albertson, 1255 Twenty-third Street, 
NW, Washington, DC 20037
for defendant Airline Tariff Publishing Company

James V. Dick, Squire, Sanders & Dempsey, 1201 Pennsylvania Avenue, 
NW, Washington, DC 20044
for defendant Alaska Airlines, Inc.

Michael Doyle, Alston & Bird, 700 Thirteenth St., NW, suite 350, 
Washington, DC 20005-3960
Irving Scher, Weil Gotshal & Manges, 767 Fifth Avenue, New York, NY 
10153
Peter D. Isakoff, Weil, Gotshal & Manges, 1615 L Street, NW, suite 
700, Washington, DC 20036
for defendant American Airlines, Inc.

Donald L. Flexner, Crowell & Moring, 1001 Pennsylvania Avenue, NW, 
Washington, DC 20004-2595
for defendants Continental Airlines, Inc., and Northwest Airlines, 
Inc.

Emmet J. Bondurant II, Bondurant, Mixson & Elmore, 1201 West 
Peachtree Street, NW, 39th Floor, Atlanta, Georgia 30309
James R. Weiss, Preston Gates Ellis & Rouvelas Meeds, 1735 New York 
Ave., NW, suite 500, Washington, DC 20006
for defendant Delta Air Lines, Inc.

Thomas Demitrack, Jones, Day, Reavis & Pogue, North Point, 901 
Lakeside Avenue, Cleveland, Ohio 44114
James E. Anklam, Jones, Day, Reavis & Pogue, 1450 G Street, NW, 
Washington, DC 20005-3939
for defendant Trans World Airlines, Inc.

Certificate of Service

    I hereby certify that I have caused a copy of the foregoing 
STIPULATION, proposed FINAL JUDGMENT, COMPETITIVE IMPACT STATEMENT, 
and MOTION ON CONSENT TO MAKE PART OF THE OFFICIAL RECORD LETTER OF 
JANUARY 21, 1994, FROM MICHAEL DOYLE to be served upon counsel in 
this matter in the manner set forth below:

By hand:

Mark Leddy, Michael J. Byrnes, Cleary, Gottlieb, Steen & Hamilton, 
1752 N Street, NW, Washington, DC 20036
Jonathan B. Hill, Dow, Lohnes & Albertson, 1255 Twenty-third Street, 
NW, Washington, DC 20037
for defendant Airline Tariff Publishing Company

James V. Dick, Squire, Sanders & Dempsey, 1201 Pennsylvania Avenue, 
NW, Washington, DC 20044
for defendant Alaska Airlines, Inc.

Peter D. Isakoff, Weil, Gotshal & Manges, 1615 L Street, NW, suite 
700, Washington, DC 20036
for defendant American Airlines, Inc.

Donald L. Flexner, Crowell & Moring, 1001 Pennsylvania Avenue, NW, 
Washington, DC 20004-2595
for defendants Continental Airlines, Inc., and Northwest Airlines, 
Inc.

James R. Weiss, Preston Gates Ellis & Rouvelas Meeds, 1735 New York 
Ave., NW, suite 500, Washington, DC 20006
for defendant Delta Air Lines, Inc.

James E. Anklam, Jones, Day, Reavis & Pogue, 1450 G Street, NW, 
Washington, DC 20005-3939
for defendant Trans World Airlines, Inc.

By Federal Express:

Michael Doyle, Alston & Bird, One Atlantic Center, 1201 West 
Peachtree Street, Atlanta, GA 30309-3960
Irving Scher, Weil Gotshal & Manges, 767 Fifth Avenue, New York, NY 
10153
for defendant American Airlines, Inc.

Emmet J. Bondurant II, Bondurant, Mixson & Elmore, 1201 West 
Peachtree Street, NW, 39th Floor, Atlanta, Georgia 30309
for defendant Delta Air Lines, Inc.

Thomas Demitrack, Jones, Day, Reavis & Pogue, North Point, 901 
Lakeside Avenue, Cleveland, Ohio 44114
    Dated: March 17, 1994.
for defendant Trans World Airlines Inc.

Mary Jean Moltenbrey,
Antitrust Division, U.S. Department of Justice, 555 Fourth St., NW, 
Washington, DC 20001, (202) 307-6396.
[FR Doc. 94-7672 Filed 3-30-94; 8:45 am]
BILLING CODE 4410-01-M