[Federal Register Volume 70, Number 240 (Thursday, December 15, 2005)]
[Notices]
[Pages 74334-74350]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-23814]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. SBC Communications Inc. and AT&T Corp.; 
Competitive Impact Statement, Proposed Final Judgment, Complaint, 
Amended Stipulation

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a Complaint, proposed Final 
Judgment, Amended Stipulation, and Competitive Impact Statement have 
been filed with the U.S. District Court for the District of Columbia in 
United States v. SBC Communications Inc., Civil Case No. 1:05CV02102 
(EGS). On October 27, 2005, the United States filed a complaint 
alleging that the proposed acquisition of AT&T Corp. (``AT&T'') by SBC 
Communications Inc. (``SBC'') would violate Section 7 of the Clayton 
Act, 15 U.S.C. 18, by substantially lessening competition in the 
provision of local private lines (also called ``special access'') and 
other telecommunications services that rely on local private lines in 
eleven metropolitan areas: Chicago; Dallas-Fort Worth; Detroit; 
Hartford-New Haven, Connecticut; Indianapolis; Kansas City; Los 
Angeles; Milawaukee; San Diego; San Francisco-San Jose; and St. Louis. 
The proposal Final Judgment requires the defendants to divest assets in 
those eleven metropolitan areas in order to proceed with SBC's $16 
billion acquisition of AT&T. A Competitive Impact Statement filed by 
the United States on November 16, 2005 describes the Complaint, the 
proposed Final Judgment, the industry, and the remedies available to 
private litigants who may have been injured by the alleged violation.
    Copies of the Complaint, proposed Final Judgment, Amended 
Stipulation, Competitive Impact Statement, and all further papers filed 
with the Court in connection with this Complaint will be available for 
inspection at the Antitrust Documents Group, Antitrust Division, 
Liberty Place Building, Room 215, 325 7th Street, NW., Washington, DC 
20503 (202-514-2481), and at the Office of the Clerk of the U.S. 
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.
    Interested persons may submit comments in writing regarding the 
proposed consent decree to the United States. Such comments must be 
received by the Antitrust Division within sixty (60) days and will be 
filed with the Court by the United States. Comments should be addressed 
to Nancy Goodman, Chief, Telecommunications & Media Enforcement 
Section, Antitrust Division, U.S. Department of Justice, 1401 H Street, 
NW., Suite 8000, Washington, DC 20530 (202-514-5621). At the conclusion 
of the sixty (60) day comment period, the U.S. District Court for the 
District of Columbia may enter the proposed consent decree upon finding 
that it serves the public interest.

J. Robert Kramer II,
Director of Operations, Antitrust Division.

In the United States District Court for the District of Columbia

United States of America, United States Department of Justice, 
Antitrust Division, 1401 H Street, NW., Suite 8000, Washington, DC 
20530, Plaintiff; v. SBC Communications, Inc., 175 East Houston, San 
Antonio, TX 78205; and AT&T Corp., One AT&T Way, Bedminster, NJ 07921, 
Defendants

    Case Number 1:05CV02102
    Judge: Emmet G. Sullivan
    Deck Type: Antitrust
    Date Stamp: 10/27/2005

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 merger of two of the largest providers of telecommunications 
services in the United States, SBC Communications, Inc. (``SBC'') and 
AT&T Corp. (``AT&T''), and alleges as follows:
    1. On January 30, 2005, SBC entered into an agreement to acquire 
AT&T. If approved, the transaction would create the nation's largest 
provider of telecommunications services. Plaintiff seeks to enjoin this 
transaction because it will substantially lessen competition for (a) 
Local Private Lines that connect hundreds of commercial buildings in 
SBC's franchised territory to a carrier's network or other local 
destination, and (b) other telecommunications services that rely on 
Local Private Lines.
    2. SBC and AT&T compete in the sale of wireline telecommunications 
services to retail and wholesale customers in the United States.

[[Page 74335]]

    3. For hundreds of commercial buildings in the metropolitan areas 
of Chicago, Illinois; Dallas-Fort Worth, Texas; Detroit, Michigan; 
Hartford-New Haven, Connecticut; Indianapolis, Indiana; Kansas City, 
Missouri; Los Angeles, California; Milwaukee, Wisconsin; San Diego, 
California; San Francisco-San Jose, California; and St. Louis, 
Missouri, SBC and AT&T are the only two firms that own or control a 
direct wireline connection to the building. These building connections 
are used to supply voice and data telecommunications services to 
business customers. As described in this Complaint, the proposed merger 
is likely to substantially reduce competition for Local Private Lines 
and telecommunications services that rely on Local Private Lines to 
those buildings.

I. Jurisdiction and Venue

    4. This action is filed by the United States under Section 15 of 
the Clayton Act, 15 U.S.C. 25, to prevent and restrain the Defendants 
from violating Section 7 of the Clayton Act, 15 U.S.C. 18.
    5. SBC and AT&T are engaged in interstate commerce and in 
activities substantially affecting interstate commerce. The Court has 
jurisdiction over this action pursuant to Sections 15 and 16 of the 
Clayton Act, 15 U.S.C. 25, 26, and 28 U.S.C. 1331, 1337.
    6. SBC and AT&T transact business and are found in the District of 
Columbia. Venue is proper under Section 12 of the Clayton Act, 15 
U.S.C. 22, and 28 U.S.C. 1391(c).

II. The Defendants and the Transaction

    7. SBC is a corporation organized and existing under the laws of 
the State of Delaware, with its headquarters in San Antonio, Texas. 
SBC, formerly Southwestern Bell, is a regional bell operating company 
(``RBOC''), formed as part of the seven regional holding companies to 
result from the breakup of AT&T's local telephone business in 1984. In 
1996, SBC acquired another of the seven original holding companies, 
Pacific Telesis, and in 1999 it acquired a third RBOC, Ameritech. SBC 
acquired another incumbent local exchange carrier (``ILEC''), Southern 
New England Telephone Corporation, in 1998. SBC's wireline 
telecommunications operations currently serve around 52 million 
switched access lines, including 27.5 million residential and 17.6 
million business lines in 13 states. In 2004, SBC earned approximately 
$36.9 billion in revenues from its wireline services, including almost 
$13 billion attributable to business customers. SBC has fiber optic or 
copper connections to virtually all of the commercial buildings in its 
franchised territory.
    8. AT&T is a corporation organized and existing under the laws of 
the State of New York, with its headquarters in Bedminster, New Jersey. 
AT&T is the nation's largest interexchange carrier (``IXC''), offering 
traditional long distance telephone service, as well as one of the 
largest competitive local exchange carriers (``CLEC''), offering local 
network exchange and access for voice and data services. AT&T serves 
consumers and businesses across the United States and around the globe, 
and owns significant local network assets within SBC's 13-state 
operating territory including direct fiber optic connections to 
numerous commercial buildings. In 2004, AT&T earned approximately $30.5 
billion in revenues, including $22.6 billion from business customers.
    9. Pursuant to an Agreement and Plan of Merger dated January 30, 
2005, SBC agreed to acquire AT&T for approximately $16 billion.

III. Trade and Commerce

A. Nature of Trade and Commerce
    10. SBC owns and operates local telecommunications networks 
throughout its territory and provides local and long distance voice and 
data services to, inter alia, business customers and other 
telecommunications carriers.
    11. AT&T owns and operates local networks in dozens of metropolitan 
areas in the United States, a substantial number of which are in SBC 
territory. Like SBC, AT&T also provides local and long distance voice 
and data services to business customers and other telecommunications 
carriers. Significant numbers of AT&T's customers have locations in 
SBC's franchised territory, and the two firms compete to serve those 
wholesale and retail customers.
    12. One element of the parties' local networks are local loops, 
sometimes referred to as ``last-mile'' connections, which are typically 
either copper or fiber-optic transmission facilities that connect 
commercial buildings to a carrier's network. These last-mile 
connections are a critically important asset for providing service to 
business customers.
    13. A Local Private Line is a dedicated, point-to-point circuit 
offered over copper and/or fiber-optic transmission facilities that 
originates and terminates within a single metropolitan area and 
typically includes at least one local loop. Local Private Lines are 
sold at both retail (to business customers) and wholesale (to other 
carriers). SBC refers to local Private Line circuits as ``special 
access.''
    14. Depending on how they are configured, Local Private Lines can 
be used to carry voice traffic, data, or a combination of the two. 
Local Private Lines may be purchased as stand-alone products but are 
also an important input to value-added voice and data 
telecommunications services that are offered to business customers.
    15. For the vast majority of commercial buildings in its territory, 
SBC is the only carrier that owns a last-mile connection to the 
building. Thus, in order to provide voice or data telecommunications 
services to customers in those SBC-only buildings, competing carriers 
typically must lease the connection from SBC as Local Private Line 
service (special access).
    16. For a small percentage of commercial buildings (though one that 
accounts for a substantial percentage of customer demand and revenue), 
SBC's CLEC competitors have built or acquired their own last-mile 
fiber-optic connections, separate from SBC's, to connect their networks 
to the buildings. The CLECs typically refer to buildings with these 
connections as their ``lit buildings'' or ``on-net buildings.'' Once a 
CLEC has incurred the high fixed cost to construct a last-mile 
connection to a building, the CLEC can usually provide service to 
business customers in the building at a lower marginal cost than it 
would otherwise be able to do if it had to lease the connection from 
the RBOC. It can also provide alternative access to other CLECs seeking 
to serve business customers in the building.
    17. AT&T is among leading CLECs in SBC's territory in the number of 
buildings it has connected with its own last-mile fiber facilities. For 
hundreds of buildings in SBC's territory, the only two carriers that 
own or control the direct building connection are AT&T and SBC.
    18. In the hundreds of buildings where AT&T is the only CLEC with a 
last-mile connection, the merger of SBC and AT&T would reduce the 
number of carriers with an owned or controlled last-mile connection 
from two to one.
B. Relevant Product Markets
    19. The relevant product markers affected by this transaction are 
the markets for: (a) Local Private Lines, and (b) voice and data 
telecommunications services that rely on Local Private Lines.
    20. SBC is the dominant provider of Local Private Lines (special 
access) in its franchised territory with approximately $4.4 billion in 
special access sales in 2004. AT&T is one of SBC's largest competitors 
with $311

[[Page 74336]]

million in Local Private Line sales in 2004, of which over $90 million 
were in SBC territory.
    21. Local Private Lines are a recognized service category among 
telecommunications carriers and end-user business customers. Customers 
typically purchase Local Private Lines in standard bandwidth increments 
such as DS1 (``T1,'' 1.54 megabits per second), DS3 (44.74 megabits per 
second), OC3 (155.52 megabits per second), and higher. Local Private 
Lines can interconnect with industry-standard data networking and 
telephone equipment, and can be ``channelized'' to carry various 
amounts of voice and/or data traffic.
    22. Local Private Lines are distinct from switched local exchange 
telephone services. Switched local exchange lines route calls through a 
voice switch in the local carrier's central office and do not 
necessarily use a dedicated circuit. These switched circuits do not 
offer the guaranteed bandwidth, high service levels, and security that 
Local Private Lines provide.
    23. Competing carriers often rely on Local Private Line (special 
access) circuits to connect an end-user customer's location to their 
networks, enabling the competitor to supply value-added data 
networking, Internet access, local voice and long distance services to 
the customer. Although carriers can provide some types of voice and 
data services over switched local exchange lines (e.g., when an access 
line is pre-subscribed to a long distance carrier), most large business 
customers do not find those services to be a viable or cost-effective 
substitute for voice and data telecommunications services provided via 
Local Private Lines. In the event of a small, but significant, 
nontransitory increase in price for either Local Private Lines or voice 
and data telecommunications services provided via Local Private Lines, 
insufficient customers would switch to switched circuits to render the 
increase unprofitable.
C. Relevant Geographic Markets
    24. The relevant geographic markets for both Local Private Lines, 
as well as voice and data telecommunications services that rely on 
Local Private Lines, are no broader than each metropolitan area and no 
more narrow than each individual building.

IV. Anticompetitive Effects

    25. SBC and AT&T are the only two carriers that own or control a 
Local Private Line connection to many buildings in each region. The 
merger would, therefore, effectively eliminate competition for 
facilities-based Local Private Line service to those buildings, and 
many retail and wholesale customers would be longer have AT&T as a 
competitive alternative to SBC. Although other competitors might resell 
Local Private Lines from SBC, those competitors would not be as 
effective a competitive constraint because SBC would control the price 
of the resold circuits. The merged firm would, therefore, have the 
ability to raise price to retail and wholesale customers of Local 
Private Lines.
    26. In addition, because the cost of dedicated local access via 
Local Private Line represents an important cost component of many 
value-added voice and data telecommunications services provided over 
such access, by (a) eliminating AT&T as the only competitive 
alternative to SBC for such services with its own Local Private Line 
connection to hundreds of buildings, and (b) depriving other carriers 
seeking to provide such value-added services of the only fully-
facilities based wholesale competitive alternative to SBC in those 
buildings, the merger would tend to lessen competition for retail voice 
and data telecommunications services provided over dedicated access.

V. Entry

    27. Although other CLECs can, theoretically, build their own fiber 
connection to each building in response to a price increase by the 
merged firm, such entry is a difficult, time-consuming, and expensive 
process. Whether a CLEC builds a last mile connection to a given 
building depends upon many factors, including:
    a. The proximity of the building to the CLEC's existing network 
interconnection points;
    b. The capacity required at the customer's location (and thus the 
revenue opportunity);
    c. The availability of capital;
    d. The existence of physical barriers, such as rivers and railbeds, 
between the CLEC's network and the customer's location; and
    e. The ease or difficulty of securing the necessary consent from 
building owners and municipal officials.
    28. The costs of building a last-mile connection vary substantially 
for each location. Even if all the above criteria favor the 
construction of a last-mile connection in a particular case, a single 
such connection typically costs tens, sometimes hundreds, of thousands 
of dollars to build and activate. Thus, CLECs will typically only build 
in to a particular building after they have secured a customer contract 
of sufficient size to justify the anticipated construction costs for 
that building.
    29. Although entry may occur in response to a post-merger price 
increase in some of buildings where AT&T is the only connected CLEC, 
the conditions for entry are unlikely to be met in hundreds of those 
buildings. Thus, entry is unlikely to eliminate the competitive harm 
that would likely result from the proposed merger.

VI. Violation Alleged

    30. The United States hereby incorporates paragraphs 1 through 29.
    31. Pursuant to an Agreement and Plan of Merger dated January 30, 
2005, SBC and AT&T intend to merge their businesses.
    32. The effect of the proposed acquisition of AT&T by SBC would be 
to lessen competition substantially in interstate trade and commerce in 
numerous geographic markets for (a) Local Private Lines and (b) voice 
and data telecommunications services that rely on Local Private Lines, 
in violation of Section 7 of the Clayton Act, 15 U.S.C. Sec. 18.
    33. The transaction would likely have the following effects, among 
others:
    a. competition in the provision and sale of Local Private Lines in 
numerous geographic markets would be eliminated or substantially 
lessened;
    b. competition in the provision and sale of voice and data 
telecommunications services that rely on Local Private Lines in 
numerous geographic markets would be substantially lessened; and
    c. prices for Local Private Lines, as well as voice and data 
telecommunications services provided via Local Private Lines, would 
likely increase to levels above those that would prevail absent the 
merger.

VII. Prayer for Relief

    The United States requests:
    34. That SBC's proposed acquisition of AT&T be adjudged to violate 
Section 7 of the Clayton Act, 15 U.S.C. 18;
    35. That Defendants be permanently enjoined and restrained from 
carrying out the Agreement and Plan of Merger dated January 30, 2005 or 
from entering into or carrying out any agreement, understanding, or 
plan by which SBC would merge with or acquire AT&T, its capital stock 
or any of its assets;
    36. That the United States be awarded costs of this action; and
    37. That the United States have such other relief as the Court may 
deem just and proper.

Dated: October 27, 2005.

 Respectfully submitted,


[[Page 74337]]


For Plaintiff United States:

Thomas O. Barnett,
Acting Assistant Attorney General.

J. Bruce McDonald,
Deputy Assistant Attorney General.

J. Robert Krammer II,
Director of Operations.

Nancy M. Goodman,
Chief, Telecommunications and Media Enforcement Section (D.C. Bar No 
251694).

Laury E. Bobbish,
Assistant Chief, Telecommunications and Media Enforcement Section.

Lawrence M. Frankel, (D.C. Bar No. 441532).
Claude F. Scott, Jr. (D.C. Bar No. 414906).
Mary N. Strimel (D.C. Bar No. 455303).
Matthew C. Hammond
Lauren J. Fishbein (D.C. Bar No. 451889).
Conrad J. Smucker (D.C. Bar No. 434590).
Jeremiah M. Luongo
Jared A. Hughes
David T. Blonder
William Lindsey Wilson
William B. Michael
Trial Attorneys, U.S. Department of Justice, Antitrust Division, 
Telecommunications and Media Enforcement Section, 1401 H Street, 
NW., Suite 8000, Washington, DC 20530. Telephone (202) 514-5621. 
Facsimile: (202) 514-6381.

In the United States District Court for the District of Columbia

United States of America, Plaintiff; v. SBC Communications, Inc. and 
AT&T Corp., Defendants

    Civil Action No. 1:05CV02102 (EGS)

Final Judgment

    Whereas, plaintiff, United States of America, filed its Complaint 
on October 27, 2005, plaintiff and defendants, SBC Communications Inc. 
(``SBC'') and AT&T Corp. (``AT&T''), 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 an 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, plaintiff requires defendants to make certain 
divestitures for the purpose of remedying the loss of competition 
alleged in the Complaint;
    And Whereas, defendants have represented to the United States that 
the divestitures required below can and will be made and that 
defendants will later raise no claim of hardship or difficulty as 
grounds for asking the Court to modify any of the divestiture 
provisions contained below;
    Now Therefore, before any testimony is taken, without trial or 
adjudication of any issue of fact or law, and upon consent of the 
parties, it its 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. ``SBC'' means defendant SBC Communications Inc., a Delaware 
corporation with its headquarters in San Antonio, Texas, its successors 
and assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships and joint ventures, and their directors, officers, 
managers, agents, and employees.
    B. ``At&T'' means defendant AT&T Corp., a New York corporation with 
its headquarters in Bedminster, New Jersey, its successors and assigns, 
and its subsidiaries, divisions, groups, affiliates, partnerships and 
joint ventures, and their directors, officers, managers, agents, and 
employees.
    C. ``Acquirer'' or ``Acquirers'' means the entity or entities to 
whom defendants divest the Divestiture Assets.
    D. ``Divestiture Assets'' means IRUs for Lateral Connections to the 
locations listed in Appendix A and sufficient transport as described 
below and all additional rights necessary to enable those assets to be 
used by the Acquirer to provide telecommunications services. The 
Divestiture Assets shall include IRUs for transport facilities 
sufficient to connect the Lateral Connections to locations mutually 
agreed upon by defendants and the Acquirer, subject to the approval of 
the United States in its sole judgment. The term ``Divestiture Assets'' 
shall be construed broadly to accomplish the complete divestiture of 
assets and the purposes of this Final Judgment and is subject to the 
following:
    (1) With the approval of the United States, in its sole discretion, 
in locations listed in Appendix A for which AT&T's interest in the 
fiber serving the location is an IRU rather than full ownership and if 
the United States determines that such an alternative disposition will 
meet the aims of this Final Judgment, defendants may (1) Enter into a 
dark fiber service agreement or other commercial arrangement for the 
Lateral Connections and associated transport with the Acquirer or (2) 
relinquish its IRU rights in the greater of (i) eight (8) fiber strands 
or (ii) one-half of the currently unused fiber strands in AT&T's 
facilities serving the locations, measured at the time of the filing of 
the Complaint, back to the owner of the fiber; and
    (2) With the approval of the United States, in its sole discretion, 
and at the Acquirer's option, the Divestiture Assets may be modified to 
exclude assets and rights that are not necessary to meet the aims of 
this Final Judgment.
    E. ``IRU'' means indefeasible right of use, a long-term leasehold 
interest that gives the holder the right to use specified strands of 
fiber in a telecommunications facility. An IRU granted by defendants 
under this Final Judgment shall (1) Be for a minimum of 10 years; (2) 
not require the Acquirer to pay monthly or other recurring fee to 
preserve or make use of its rights; (3) include all additional rights 
and interests necessary to enable the IRU to be used by the Acquirer to 
provide telecommunications services; and (4) contain other commercially 
reasonable and customary terms, including terms for payment to the 
grantor for ancillary services, such as maintenance fees on a per 
occurrence basis; and (5) not unreasonably limit the right of the 
Acquirer to use the asset as it wishes (e.g., the Acquirer shall be 
permitted to splice into the IRU fiber, though such splice points must 
be mutually agreed upon by Defendants and Acquirer).
    F. ``Lateral Connection'' means fiber strands from the point of 
entry of the building to the splice point with fiber used to serve 
different buildings and shall consist of the greater of (1) eight (8) 
fiber strands or (2) one-half of the currently unused fiber strands in 
AT&T's facilities serving the building measured at the time of the 
filing of the complaint. The fiber strands may be provided from those 
owned or controlled by either SBC or AT&T, as mutually agreed by 
defendants and Acquirer.

III. Applicability

    A. This Final Judgment applies to SBC and AT&T, as defined above, 
and all other persons in active concert or participation with any of 
them who receive actual notice of this Final Judgment by personal 
service or otherwise.
    B. Defendants shall require, as a condition of the sale or other 
disposition of all or substantially all of their assets or of lesser 
business units that include the Divestiture Assets, that the purchasers 
agree to be bound by the

[[Page 74338]]

provisions of this Final Judgment, provided, however, that defendants 
need to obtain such an agreement from the Acquirers.

IV. Divestitures

    A. Defendants are ordered and directed, within 120 calendar days 
after the closing of SBC's acquisition of AT&T, or five (5) days after 
notice of the entry of this Final Judgment by the Court, whichever is 
later, to divest the Divestiture Assets in a manner consistent with 
this Final Judgment to an acquirer and on terms acceptable to the 
United States in its sole discretion. The United States , in its sole 
discretion, may agree to one or more extensions of this time period not 
to exceed sixty (60) days in total, and shall notify the Court in such 
circumstances. If approval or consent from any government unit is 
necessary with respect to divestiture of the Divestiture Assets by 
defendants or the Divestiture Trustee and if applications or requests 
for approval or consent have been filed with the appropriate 
governmental unit within 120 calendar days after the closing of SBC's 
acquisition of AT&T, but an order or other dispositive action on such 
applications has not been issued before the end of the period permitted 
for divestiture, the period shall be extended with respect to 
divestiture of those Divestiture Assets for which governmental approval 
or consent has not been issued until five (5) days after such approval 
or consent is received. Defendants agree to use their best efforts to 
divest the Divestiture Assets and to seek all necessary regulatory or 
other approvals or consents necessary for such divestitures as 
expeditiously as possible. This Final Judgment does not limit the 
Federal Communications Commission's exercise of its regulatory powers 
and process with respect to the Divestiture Assets. Authorization by 
the Federal Communications Commission to conduct the divestiture of a 
Divestiture Asset in a particular manner will not modify any of the 
requirements of this decree.
    B. In accomplishing the divestitures ordered by this Final 
Judgment, defendants promptly shall make known, by usual and customary 
means, the availability of the Divestiture Assets. Defendants shall 
inform any person making inquiry regarding a possible purchase of the 
Divestiture Assets that they are being divested pursuant to this Final 
Judgment and provide that person with a copy of this Final Judgment. 
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 or work-product privileges. Defendants shall make 
available such information to the United States at the same time that 
such information is made available to any other person.
    C. Defendants shall permit prospective Acquirers of the Divestiture 
Assets to have reasonable access to personnel and to make inspections 
of the physical facilities of 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.
    D. Defendants shall warrant to all Acquirers of the Divestiture 
Assets that each asset will be operation on the date of sale.
    E. Defendants shall not take any action that will impede in any way 
the permitting, operation, or divestiture of the Divestiture Assets.
    F. At the option of the Acquirers, defendants shall enter into a 
contract for a period of up to one (1) year for transition services 
customarily necessary to maintain, operate, provision, monitor, or 
otherwise support the Divestiture Assets. The terms and conditions of 
any contractual arrangement meant to satisfy this provision must be 
reasonably related to market conditions.
    G. Defendants shall warrant to the Acquirer of the Divestiture 
Assets that there are no material defects in the environmental, zoning, 
or other permits pertaining to the operation of each asset, and that 
following the sale of the Divestiture Assets, defendants will not 
undertake, directly or indirectly, any challenges to the environmental, 
zoning, or other permits relating to the operation of the Divestiture 
Assets.
    H. Unless the United States otherwise consents in writing, the 
divestitures pursuant to Section IV, or by trustee appointed pursuant 
to Section V, of this Final Judgment, shall include the entire 
Divestiture Assets, and shall be accomplished in such a way as to 
satisfy the United States, in its sole discretion, that the Divestiture 
Assets can and will be used by the Acquirer as part of a viable, 
ongoing telecommunications business. Divestiture of the Divestiture 
Assets may be made to more than one Acquirer, provided that (i) all 
Divestiture Assets in a given metropolitan area are divested to a 
single Acquirer unless otherwise approved by the United States, in its 
sole discretion, and (ii) in each instance it is demonstrated to the 
sole satisfaction of the United States that the Divestiture Assets will 
remain viable and the divestiture of such assets will remedy the 
competitive harm alleged in the Complaint. The divestitures, whether 
pursuant to Section IV or Section V of this Final Judgment,
    (1) shall be made to an Acquirer (or Acquirers) that, in the United 
State's sole judgment, has the intent and capability (including the 
necessary managerial, operation, technical, and financial capability) 
of competing effectively in the provision of telecommunications 
services; 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 (or Acquirers) and defendants gives defendants the ability 
unreasonably to raise the Acquirer's costs, to lower the Acquier's 
efficiency, or otherwise to interfere in the ability of the Acquirer to 
compete effectively.
    I. To the extent leases, contracts, agreements, intellectual 
property rights, licenses, or other commitments with third-parties are 
not assignable or transferrable without the consent of the licensor or 
other third parties, defendants shall use their best efforts to obtain 
those consents.

V. Appointment of Trustee

    A. If defendants have not divested the Divestiture Assets within 
the time period specified in Section IV(A), defendants shall notify the 
United States of that fact in writing, specifically identifying the 
Divestiture Assets that have not been divested. Upon application of the 
United States, the Court shall appoint a 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 trustee becomes effective, only the 
trustee shall have the right to sell the Divestiture Assets. The 
trustees shall have the power and authority to accomplish the 
divestiture to Acquirers acceptable to the United States, in its sole 
judgment, at such price and on such terms as are then obtainable upon 
reasonable effort by the trustee, subject to the provisions of Sections 
IV, V, and VI of this Final Judgment, and shall have such other powers 
as this Court deems appropriate. Subject to Section V(D) of this Final 
Judgment, the trustee may hire at the cost and expense of defendants 
any investment bankers, attorneys, technical experts, or other agents, 
who shall be solely accountable to the trustee,

[[Page 74339]]

reasonably necessary in the trustee's judgment to assist in the 
divestiture.
    C. Defendants shall not object to a sale by the trustee on any 
ground other than the trustee's malfeasance. Any such objections by 
defendants must be conveyed in writing to the United States and the 
trustee within ten (10) calendar days after the trustee has provided 
the notice required under Section VI.
    D. The trustee shall serve at the cost and expense of defendants, 
on such terms and conditions as the plaintiff approves, and shall 
account for all monies derived from the sale of the assets sold by the 
trustee and all costs and expenses so incurred. After approval by the 
Court of the trustee's accounting, including fees for its services and 
those of any professionals and agents retained by the trustee, all 
remaining money shall be paid to defendants and the trust shall then be 
terminated. The compensation of the trustee and any professionals and 
agents retained by the trustee shall be reasonable in light of the 
value of the Divestiture Assets and based on a fee arrangement 
providing the trustee with an incentive based on the price and terms of 
the divestiture and the speed with which it is accomplished, but 
timeliness is paramount.
    E. Defendants shall use their best efforts to assist the trustee in 
accomplishing the required divestitures, including their best efforts 
to effect all necessary regulatory or other approvals or consents and 
will provide necessary representations or warranties as appropriate, 
related to the sale of the Divestiture Assets. The trustee and any 
consultants, accountants, attorneys, technical experts, and other 
persons retained by the trustee shall have full and complete access to 
the personnel, books, records, and facilities related to the 
Divestiture Assets, and defendants shall develop financial and other 
information relevant to the Divestiture Assets as the trustee may 
reasonably request, subject to reasonable protection for trade secret 
or other confidential research, development, or commercial information. 
Defendants shall take no action to interfere with or to impede the 
trustee's accomplishment of the divestiture.
    F. After its appointment, the trustee shall file monthly reports 
with the United States and the Court setting forth the trustee's 
efforts to accomplish the divestiture ordered under this Final 
Judgment. To the extent such reports contain information that the 
trustee deems confidential, such reports shall not be filed in the 
public docket of the Court. 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 trustee 
shall maintain full records of all efforts made to divest the 
Divestiture Assets.
    G. If the trustee has not accomplished such divestiture within six 
months after its appointment, the trustee shall promptly file with the 
Court a report setting forth (1) The trustee's efforts to accomplish 
the required divestiture, (2) the reasons, in the trustee's judgment, 
why the required divestiture has not been accomplished, and (3) the 
trustee's recommendations. To the extent such reports contain 
information that the trustee deems confidential, such reports shall not 
be filed in the public docket of the Court. The trustee shall at the 
same time furnish such report to the plaintiff who shall have the right 
to make additional recommendations consistent with the purpose of the 
trust. The Court thereafter shall enter such orders as it shall deem 
appropriate to carry out the purpose of the Final Judgment, which may, 
if necessary, include extending the trust and the term of the trustee's 
appointment by a period requested by the United States.
    H. In addition, notwithstanding any provision to the contrary, the 
United States, in its sole discretion, may require defendants to 
include additional assets, or allow, with the written approval of the 
United States, defendants to substitute substantially similar assets, 
which substantially relate to the Divestiture Assets to be divested by 
the trustee to facilitate prompt divestiture to an acceptable Acquirer 
or Acquirers.

VI. Notice of Proposed Divestiture

    A. Within two (2) business days following execution of a definitive 
divestiture agreement, defendants or the 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 
V of this Final Judgment. If the 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 or Acquirers, any other third party, or the 
trustee, if applicable, additional information concerning the proposed 
divestiture, the proposed Acquirer or Acquirers, and any other 
potential Acquirer. Defendants and the 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 or Acquirers, any third party, and the trustee, 
whichever is later, the United States shall provide written notice to 
defendants and the trustee, if there is one, stating whether or not it 
objects to the prosed divestiture. If the United States provides 
written notice that it does not object, the divestiture may be 
consummated, subject only to defendants' limited right to object to the 
sale under Section V(C) of this Final Judgment. Absent written notice 
that the United States does not object to the proposed Acquirer or upon 
objection by the United States, a divestiture proposed under Section IV 
or Section V shall not be consummated. Upon objection by defendants 
under Section V(C), a divestiture proposed under Section V shall not be 
consummated unless approved by the Court.

VII. Financing

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

VIII. Preservation of Assets

    Until the divestiture required by this Final Judgment has been 
accomplished, defendants shall take all steps necessary to comply with 
the Stipulation signed by defendants and the United States. Defendants 
shall take no action that would jeopardize the divestiture ordered by 
this Court.

IX. 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 V, defendants 
shall deliver to the United States an affidavit as to the face and 
manner of its compliance with Section IV or V of this Final Judgment. 
Each such affidavit shall include the name, address, and telephone 
number of each person who, during the preceding thirty

[[Page 74340]]

(30) 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 the 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 VIII of this Final Judgment. Defendants 
shall deliver to the United States an affidavit describing any changes 
to the efforts and actions outlined in defendants' earlier affidavits 
filed pursuant to this section within 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.

X. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment, or of determining whether the Final Judgment should be 
modified or vacated, and subject to any legally recognized privilege, 
from time to time duly authorized representatives of the United States 
Department of Justice, including consultants and other persons retained 
by the United States, shall, upon written request of a duly 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 plaintiff's option, to require that defendants provide copies of, 
all books, ledgers, accounts, records 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 a duly authorized representative of 
the Assistant Attorney General in charge of the Antitrust Division, 
defendants shall submit written reports, 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 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)(7) of the Federal 
Rules of Civil Procedure, and defendants mark each pertinent page of 
such material, ``Subejct to claim of protection under rule 26(c)(7) 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 then grand jury proceedings).

XI. No Reacquisition

    Defendants may not reacquire (or lease back without the approval of 
the United States, in its sole discretion) any part of the Divestiture 
Assets during the term of this Final Judgment.

XII. 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.

XIII. Expiration of Final Judgment

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

XIV. Public Interest Determination

    The parties have complied with the requirements of the Antitrust 
Procedures and Penalties Act, 15 U.S.C. 16, including making copies 
available to the public of this Final Judgment, the Competitive Impact 
Statement, and any comments thereon and the United States' response 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.

Date:
-----------------------------------------------------------------------
Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16.
-----------------------------------------------------------------------
United States District Judge

                                                                       Appendix A
--------------------------------------------------------------------------------------------------------------------------------------------------------
               Address                           City                 State         Zip                          Metropolitan Area
--------------------------------------------------------------------------------------------------------------------------------------------------------
Renaissance Blvd.....................  Oakbrook Terrace.......  IL..............    60181  Chicago.
10 N Martingale Rd...................  Schaumburg.............  IL..............    60173  Chicago.
10024 Skokie Blvd....................  Skokie.................  IL..............    60077  Chicago.
11 S La Salle St.....................  Chicago................  IL..............    60603  Chicago.
1400 Waukegan Rd.....................  McGaw Park.............  IL..............    60085  Chicago.
1666 E Touhy Ave.....................  Des Plaines............  IL..............    60018  Chicago.
200 Wilmot Rd........................  Deerfield..............  IL..............    60015  Chicago.
2300 60th St.........................  Kenosha................  WI..............    53140  Chicago.
2320 N Kenmore Ave...................  Chicago................  IL..............    60614  Chicago.
243 S Wabash Ave.....................  Chicago................  IL..............    60604  Chicago.
26 W 171 Roosevelt Rd................  Wheaton................  IL..............    60187  Chicago.

[[Page 74341]]

 
2801 80th St.........................  Kenosha................  WI..............    53140  Chicago.
3050 Highland Pkwy...................  Downers Grove..........  IL..............    60515  Chicago.
3060 W Salt Creek Ln.................  Arlington Heights......  IL..............    60005  Chicago.
340 N Milwaukee Ave..................  Vernon Hills...........  IL..............    60061  Chicago.
50 S La Salle St.....................  Chicago................  IL..............    60603  Chicago.
600 N Rte 45.........................  Libertyville...........  IL..............    60048  Chicago.
610 S Canal St.......................  Chicago................  IL..............    60607  Chicago.
610 S Maple Ave......................  Oak Park...............  IL..............    60304  Chicago.
640 N La Salle Dr....................  Chicago................  IL..............    60610  Chicago.
7000 High Grove Blvd.................  Burr Ridge.............  IL..............    60521  Chicago.
770 N Halsted St.....................  Chicago................  IL..............    60622  Chicago.
7955 S Cass Ave......................  Darien.................  IL..............    60561  Chicago.
9700 S Cass Ave......................  Argonne................  IL..............    60439  Chicago.
10935 Estate Ln......................  Dallas.................  TX..............    75238  Dallas-Fort Worth.
1145 Empire Central Pl...............  Dallas.................  TX..............    75247  Dallas-Fort Worth.
1233 Regal Row.......................  Dallas.................  TX..............    75247  Dallas-Fort Worth.
12750 Merit Dr.......................  Dallas.................  TX..............    75251  Dallas-Fort Worth.
12800 Abrams Rd......................  Dallas.................  TX..............    75243  Dallas-Fort Worth.
1330 River Bend Rd...................  Dallas.................  TX..............    75247  Dallas-Fort Worth.
13510 N Central Expy.................  Dallas.................  TX..............    75243  Dallas-Fort Worth.
13536 N Central Expy.................  Dallas.................  TX..............    75243  Dallas-Fort Worth.
13725 Montfort Dr....................  Dallas.................  TX..............    75240  Dallas-Fort Worth.
1508 E Mockingbird Ln................  Dallas.................  TX..............    75214  Dallas-Fort Worth.
1701 N Greenville Ave................  Richardson.............  TX..............    75081  Dallas-Fort Worth.
1900 S Central Expy..................  Dallas.................  TX..............    75215  Dallas-Fort Worth.
2220 Campbell Creek Blvd.............  Richardson.............  TX..............    75082  Dallas-Fort Worth.
2280 Greenville Ave..................  Dallas.................  TX..............    75206  Dallas-Fort Worth.
2534 Royal Ln........................  Dallas.................  TX..............    75229  Dallas-Fort Worth.
2735 N Stemmons Freeway..............  Dallas.................  TX..............    75207  Dallas-Fort Worth.
3890 W Northwest Hwy.................  Dallas.................  TX..............    75220  Dallas-Fort Worth.
3911 Sthwy 12 Loop...................  Dallas.................  TX..............    75236  Dallas-Fort Worth.
3939 Valley View.....................  Farmers Branch.........  TX..............    75244  Dallas-Fort Worth.
4001 Airport Frwy Rt 59.....  For Worth..............  TX..............    76117  Dallas-Fort Worth.
4201 Spring Valley Rd................  Dallas.................  TX..............    75244  Dallas-Fort Worth.
4849 W Illinois......................  Dallas.................  TX..............    75211  Dallas-Fort Worth.
6011 Lemmon Ave......................  Dallas.................  TX..............    75209  Dallas-Fort Worth.
7517 Campbell Rd.....................  Dallas.................  TX..............    75248  Dallas-Fort Worth.
7834 C F Hawn Fwy....................  Dallas.................  TX..............    75217  Dallas-Fort Worth.
7920 Belt Line Rd....................  Dallas.................  TX..............    75254  Dallas-Fort Worth.
801 Main St..........................  Dallas.................  TX..............    75202  Dallas-Fort Worth.
12225 Stephens Rd....................  Warren.................  MI..............    48089  Detroit-Ann Arbor.
12345 Nine Mile......................  Warren.................  MI..............    48090  Detroit-Ann Arbor.
1235 E Big Beaver Rd.................  Troy...................  MI..............    48083  Detroit-Ann Arbor.
18101 Oakwood Blvd...................  Dearborn...............  MI..............    48120  Detroit-Ann Arbor.
20 Oak Hollow St.....................  Southfield.............  MI..............    48034  Detroit-Ann Arbor.
201 W Fort St........................  Detroit................  MI..............    48226  Detroit-Ann Arbor.
2050 Auburn Rd.......................  Auburn Hills...........  MI..............    48326  Detroit-Ann Arbor.
25400 Denso..........................  Southfield.............  MI..............    48034  Detroit-Ann Arbor.
26400 Southfield Rd..................  Lathrup Village........  MI..............    48076  Detroit-Ann Arbor.
26600 Telegraph Rd...................  Southfield.............  MI..............    48034  Detroit-Ann Arbor.
27500 Drake Rd.......................  Farmington Hills.......  MI..............    48331  Detroit-Ann Arbor.
29129 Ecorse Rd......................  Romulus................  MI..............    48174  Detroit-Ann Arbor.
32991 Hamilton Ct E..................  Farmington Hills.......  MI..............    48334  Detroit-Ann Arbor.
3800 Howard Rd.......................  Farmington Hills.......  MI..............    48331  Detroit-Ann Arbor.
38281 Schoolcraft Rd.................  Livonia................  MI..............    48150  Detroit-Ann Arbor.
3937 Campus Dr.......................  Pontiac................  MI..............    48341  Detroit-Ann Arbor.
40 Oak Hollow St.....................  Southfield.............  MI..............    48034  Detroit-Ann Arbor.
500 Griswold St......................  Detroit................  MI..............    48236  Detroit-Ann Arbor.
500 Kirts Rd.........................  Troy...................  MI..............    48088  Detroit-Ann Arbor.
500 Renaissance Ctr..................  Detroit................  MI..............    48243  Detroit-Ann Arbor.
911 W Big Beaver Rd..................  Troy...................  MI..............    48084  Detroit-Ann Arbor.
1 Atlantic St........................  Bridgeport.............  CT..............    06604  Hartford-New-Haven.
10 Univac Ln.........................  Windsor................  CT..............    06095  Hartford-New-Haven.
102 Addison Rd.......................  Windsor................  CT..............    06095  Hartford-New-Haven.
121 Wawarme St.......................  Hartford...............  CT..............    06114  Hartford-New-Haven.
125 Powder Forest Dr.................  Simsbury...............  CT..............    06089  Hartford-New-Haven.
199 Benson Rd........................  Middlebury.............  CT..............    06762  Hartford-New-Haven.
20 Old Windsor Rd....................  Bloomfield.............  CT..............    06002  Hartford-New-Haven.
200 Grove St.........................  New Haven..............  CT..............    06511  Hartford-New-Haven.
2000 Day Hill Rd.....................  Windsor................  CT..............    06095  Hartford-New-Haven.
3 Waterside Xing.....................  Windsor................  CT..............    06095  Hartford-New-Haven.
300 Kensington Ave...................  New Britain............  CT..............    06051  Hartford-New-Haven.

[[Page 74342]]

 
32 Valley St.........................  Bristol................  CT..............    06010  Hartford-New-Haven.
45 Glover Ave........................  Norwalk................  CT..............    06850  Hartford-New-Haven.
500 Day Hill Rd......................  Windsor................  CT..............    06095  Hartford-New-Haven.
550 Marshall Phelps Rd...............  Windsor................  CT..............    06095  Hartford-New-Haven.
7 Waterside Xing.....................  Windsor................  CT..............    06095  Hartford-New-Haven.
71 Deerfield Ln......................  Meriden................  CT..............    06450  Hartford-New-Haven.
11313 US Pkwy........................  Fishers................  IN..............    46038  Indianapolis.
1481 W 10th St.......................  Indianapolis...........  IN..............    46202  Indianapolis.
1600 Albany St.......................  Beech Grove............  IN..............    46107  Indianapolis.
1800 N Meridian St...................  Indianapolis...........  IN..............    46202  Indianapolis.
200 W 103rd St.......................  Indianapolis...........  IN..............    46280  Indianapolis.
250N Shadeland Ave...................  Indianapolis...........  IN..............    46219  Indianapolis.
302 S State Ave......................  Indianapolis...........  IN..............    46201  Indianapolis.
307 Sthwy 37.........................  Indianapolis...........  IN..............    46204  Indianapolis.
3120 N Post Rd.......................  Indianapolis...........  IN..............    46226  Indianapolis.
3210 E 96th St.......................  Carmel.................  IN..............    46240  Indianapolis.
3266 N Meridian St...................  Indianapolis...........  IN..............    46208  Indianapolis.
3308 N Mitthoeffer Rd................  Indianapolis...........  IN..............    46236  Indianapolis.
402 Kentucky Ave.....................  Indianapolis...........  IN..............    46225  Indianapolis.
4550 Victory Ln......................  Indianapolis...........  IN..............    46203  Indianapolis.
46 E Ohio St.........................  Indianapolis...........  IN..............    46204  Indianapolis.
4880 Century Plaza Rd................  Indianapolis...........  IN..............    46254  Indianapolis.
4919 W 78th St.......................  Indianapolis...........  IN..............    46268  Indianapolis.
5000 W 86th St.......................  Indianapolis...........  IN..............    46268  Indianapolis.
5380 W 81St..........................  Indianapolis...........  IN..............    46268  Indianapolis.
5520 W 76th St.......................  Indianapolis...........  IN..............    46204  Indianapolis.
5804 Churchman Byp...................  Beech Grove............  IN..............    46203  Indianapolis.
5940 W Raymond St....................  Indianapolis...........  IN..............    46241  Indianapolis.
6270 Corporate Dr....................  Indianapolis...........  IN..............    46278  Indianapolis.
6612 E 75th St.......................  Indianapolis...........  IN..............    46250  Indianapolis.
6640 Parkdale Pl.....................  Indianapolis...........  IN..............    45254  Indianapolis.
6666 E 75th St.......................  Indianapolis...........  IN..............    46250  Indianapolis.
6810 N Shadeland Ave.................  Indianapolis...........  IN..............    46220  Indianapolis.
6850 Parkdale Pl.....................  Indianapolis...........  IN..............    46254  Indianapolis.
700 W 16th St........................  Indianapolis...........  IN..............    46202  Indianapolis.
7240 Shadeland Station Way...........  Indianapolis...........  IN..............    46256  Indianapolis.
7301 Woodland Dr.....................  Indianapolis...........  IN..............    46278  Indianapolis.
7444 Shadeland Station Way...........  Indianapolis...........  IN..............    46256  Indianapolis.
7445 Company Dr......................  Indianapolis...........  IN..............    46237  Indianapolis.
755 E Main St........................  Greenwood..............  IN..............    46143  Indianapolis.
8101 Clearvista Pkwy.................  Indianapolis...........  IN..............    46256  Indianapolis.
8111 S Emerson Ave...................  Indianapolis...........  ................    46237  Indianapolis.
8320 Allison Point Trl...............  Indianapolis...........  IN..............    46250  Indianapolis.
8450 Northwest Blvd..................  Indianapolis...........  IN..............    46278  Indianapolis.
8555 River Rd........................  Indianapolis...........  IN..............    46240  Indianapolis.
8600 Allisonville Rd.................  Indianapolis...........  IN..............    46250  Indianapolis.
8600 Roberts Dr N....................  Fishers................  IN..............    46038  Indianapolis.
8650 Commerce Park Pl................  Indianapolis...........  IN..............    46268  Indianapolis.
8677 Logo 7 Ct.......................  Indianapolis...........  IN..............    46219  Indianapolis.
8802 N Meridan St....................  Indianapolis...........  IN..............    46260  Indianapolis.
8820 S Meridan St....................  Indianapolis...........  IN..............    46217  Indianapolis.
8868 E 56th St.......................  Indianapolis...........  IN..............    46216  Indianapolis.
8940 Vincennes Cir...................  Indianapolis...........  IN..............    46268  Indianapolis.
9100 Purdue Rd.......................  Indianapolis...........  IN..............    46268  Indianapolis.
941 N Meridan St.....................  Indianapolis...........  IN..............    46204  Indianapolis.
9601 E 21st St.......................  Indianapolis...........  IN..............    46229  Indianapolis.
9650 E Washington St.................  Indianapolis...........  IN..............    46229  Indianapolis.
9660 E Washington St.................  Indianapolis...........  IN..............    46229  Indianapolis.
9704 Beaumont Rd.....................  Ft. Benjamin Harrison..  IN..............    46216  Indianapolis.
1 Royal Way..........................  Kansas City............  MO..............    64129  Kansas City.
1 Ward Pkwy..........................  Kansas City............  MO..............    64112  Kansas City.
1000 Carondelet Dr...................  Kansas City............  MO..............    64114  Kansas City.
1000 Walnut St.......................  Kansas City............  MO..............    64106  Kansas City.
10236 Marion Park Dr.................  Kansas City............  MO..............    64137  Kansas City.
104 W 42nd St........................  Kansas City............  MO..............    64105  Kansas City.
10500 Barkley St.....................  Overland Park..........  KS..............    66212  Kansas City.
10525 N Ambassador Dr................  Kansas City............  MO..............    64153  Kansas City.
10561 Barkley St.....................  Overland Park..........  KS..............    66212  Kansas City.
10910 W 87th St......................  Lenexa.................  KS..............    66214  Kansas City.
10930 N Pomona St....................  Kansas City............  MO..............    64153  Kansas City.
1100 Rockhurst Rd....................  Kansas City............  MO..............    64110  Kansas City.
11020 N Ambassador Dr................  Kansas City............  MO..............    64152  Kansas City.

[[Page 74343]]

 
112 W 9th St.........................  Kansas City............  MO..............    64105  Kansas City.
11221 Roe Ave........................  Leawood................  KS..............    66211  Kansas City.
11401 Lamar..........................  Overland Park..........  KS..............    66211  Kansas City.
11600 College Blvd...................  Overland Park..........  KS..............    66103  Kansas City.
12076 W Santa Fe Dr..................  Lenexa.................  KS..............    66215  Kansas City.
12851 Foster St......................  Overland Park..........  KS..............    66213  Kansas City.
12900 Foster St......................  Overland Park..........  KS..............    66213  Kansas City.
1300 Cherry..........................  Kansas City............  MO..............    64106  Kansas City.
1300 Summit St.......................  Kansas City............  MO..............    64105  Kansas City.
13202 W 98th St......................  Lenexa.................  KS..............    66215  Kansas City.
1414 Genessee St.....................  Kansas City............  MO..............    64102  Kansas City.
14303 W 95th St......................  Lenexa.................  KS..............    66215  Kansas City.
14502 W 105th St.....................  Lenexa.................  KS..............    66215  Kansas City.
1500 Meadow Lake Pkwy................  Kansas City............  MO..............    64114  Kansas City.
15095 W 116th St.....................  Olathe.................  KS..............    66062  Kansas City.
1524 N Corrington Ave................  Kansas City............  MO..............    64120  Kansas City.
15940 111th Blvd.....................  Lenexa.................  KS..............    66219  Kansas City.
16011 College Blvd...................  Lenexa.................  KS..............    66215  Kansas City.
1616 N Corrington....................  Kansas City............  MO..............    64120  Kansas City.
1801 Main St.........................  Kansas City............  MO..............    64108  Kansas City.
1828 Walnut St.......................  Kansas City............  MO..............    64108  Kansas City.
 1900 W 47th Pl......................  Kansas City............  KS..............    66106  Kansas City.
1901 W 47............................  Westwood...............  KS..............    66205  Kansas City.
1925 Baltimore Ave...................  Kansas City............  MO..............    64108  Kansas City.
1925 Central.........................  Kansas City............  MO..............    64108  Kansas City.
2 Brush Creek Blvd...................  Kansas City............  MO..............    64112  Kansas City.
20 W 9th St..........................  Kansas City............  MO..............    64105  Kansas City.
2000 County..........................  Kansas City............  KS..............    66106  Kansas City.
2000 Shawnee Mission Pkwy............  Mission Woods..........  KS..............    66205  Kansas City.
210 W 10th St........................  Kansas City............  MO..............    64105  Kansas City.
2400/2401 Gillham Rd.................  Kansas City............  MO..............    64110  Kansas City.
2501 McGee...........................  Kansas City............  MO..............    64108  Kansas City.
3130 Broadway St.....................  Kansas City............  MO..............    64111  Kansas City.
323 W 8th............................  Kansas City............  MO..............    64105  Kansas City.
3420 Broadway Rd.....................  Kansas City............  MO..............    64111  Kansas City.
3900 Rainbow Blvd....................  Kansas City............  KS..............    66103  Kansas City.
400 E 9th St.........................  Kansas City............  MO..............    64106  Kansas City.
4739 Belleview Ave...................  Kansas City............  MO..............    64112  Kansas City.
4800 Main St.........................  Kansas City............  Mo..............    64112  Kansas City.
5121 E Front St......................  Kansas City............  MO..............    64120  Kansas City.
5700 Broadmoor St....................  Mission................  KS..............    66202  Kansas City.
5750 W 95th St.......................  Overland Park..........  KS..............    66207  Kansas City.
5808 W 110th St......................  Overland Park..........  KS..............    66211  Kansas City.
601 E 12th Ave.......................  North Kansas City......  MO..............    64116  Kansas City.
6201 College Blvd....................  Overland Park..........  KS..............    66211  Kansas City.
6300 Lamar Ave.......................  Overland Park..........  KS..............    66202  Kansas City.
6407 Roanridge.......................  Kansas City............  MO..............    64151  Kansas City.
6900 Squibb Rd.......................  Mission................  KS..............    66202  Kansas City.
6950 Squibb Rd.......................  Mission................  KS..............    66202  Kansas City.
7015 College Blvd....................  Overland Park..........  KS..............    66211  Kansas City.
7045 College Blvd....................  Overland park..........  KS..............    66211  Kansas City.
7223 W 95th St.......................  Overland Park..........  KS..............    66212  Kansas City.
7300 College Blvd....................  Overland Park..........  KS..............    66210  Kansas City.
7400 College Blvd....................  Overland Park..........  KS..............    66210  Kansas City.
7401 W 129th St......................  Overland Park..........  KS..............    66213  Kansas City.
7401 NW Tiffany Springs Pkwy.........  Kansas City............  MO..............    64153  Kansas City.
7500 College Blvd....................  Overland Park..........  KS..............    66210  Kansas City.
7800 W 110th St......................  Overland Park..........  KS..............    66210  Kansas City.
7950 College Blvd....................  Overland Park..........  KS..............    66210  Kansas City.
801 Walnut St........................  Kansas City............  MO..............    64106  Kansas City.
8101 Lenexa Dr.......................  Lenxa..................  KS..............    66214  Kansas City.
818 Grand Blvd.......................  Kansas City............  MO..............    64106  Kansas City.
8228 Flagor Ave......................  Kansas City............  MO..............    64118  Kansas City.
8281 NW 107 St.......................  Kansas City............  MO..............    64153  Kansas City.
8300 College Blvd....................  Overland Park..........  KS..............    66210  Kansas City.
8320 Ward Pkwy.......................  Kansas City............  MO..............    64114  Kansas City.
8400 NW 107th Ter....................  Kansas City............  MO..............    64153  Kansas City.
8425 Quivira.........................  Lenaxa.................  KS..............    66215  Kansas City.
8700 State Line Rd...................  Leawood................  KS..............    66206  Kansas City.
8900 State Line Rd...................  Kansas City............  KS..............    66103  Kansas City.
9219 Quivira Rd......................  Overland Park..........  KS..............    66215  Kansas City.
9435 Holmes Rd.......................  Kansas City............  MO..............    64131  Kansas City.

[[Page 74344]]

 
9700 Commerce Pkwy...................  Lenexa.................  KS..............    66219  Kansas City.
1 MacArthur Pl.......................  Santa Ana..............  CA..............    92707  Los Angeles-Riverside-Orange County.
1149 S Broadway St...................  Los Angeles............  CA..............    90015  Los Angeles-Riverside-Orange County.
1375 Sunflower Ave...................  Costa Mesa.............  CA..............    92626  Los Angeles-Riverside-Orange County.
1615 N Lake Ave......................  Pasadena...............  CA..............    91104  Los Angeles-Riverside-Orange County.
17682 Cowan Ave......................  Irvine.................  CA..............    92614  Los Angeles-Riverside-Orange County.
1830 E Warner Ave....................  Santa Ana..............  CA..............    92705  Los Angeles-Riverside-Orange County.
1901 W Malvern Ave...................  Fullerton..............  CA..............    92833  Los Angeles-Riverside-Orange County.
2049 Century Park E..................  Los Angeles............  CA..............    90067  Los Angeles-Riverside-Orange County.
2060 E Imperial Hwy..................  El Segundo.............  CA..............    90245  Los Angeles-Riverside-Orange County.
2100 E Grand Ave.....................  El Segundo.............  CA..............    90245  Los Angeles-Riverside-Orange County.
21300 Victory Blvd...................  Los Angeles............  CA..............    91367  Los Angeles-Riverside-Orange County.
21550 Oxnard St......................  Los Angeles............  CA..............    91367  Los Angeles-Riverside-Orange County.
21600 Oxnard St......................  Los Angeles............  CA..............    91367  Los Angeles-Riverside-Orange County.
21650 Oxnard St......................  Los Angeles............  CA..............    91367  Los Angeles-Riverside-Orange County.
21700 Oxnard St......................  Los Angeles............  CA..............    91367  Los Angeles-Riverside-Orange County.
2230 E Imperial Hwy..................  El Segundo.............  CA..............    90245  Los Angeles-Riverside-Orange County.
2260 E Imperial Hwy..................  El Segundo.............  CA..............    90245  Los Angeles-Riverside-Orange County.
27700 Medical Center Rd..............  Mission Viejo..........  CA..............    92691  Los Angeles-Riverside-Orange County.
333 S Anita Dr.......................  Orange.................  CA..............    92868  Los Angeles-Riverside-Orange County.
3440 Flair Dr........................  El Monte...............  CA..............    91731  Los Angeles-Riverside-Orange County.
3530 Wilshire Blvd...................  Los Angeles............  CA..............    90010  Los Angeles-Riverside-Orange County.
376 Valencia Ave.....................  Brea...................  CA..............    92823  Los Angeles-Riverside-Orange County.
5230 Pacific Concourse Dr............  Del Aire...............  CA..............    90045  Los Angeles-Riverside-Orange County.
550 Continental......................  El Segundo.............  CA..............    90245  Los Angeles-Riverside-Orange County.
5800 W Sunset Blvd...................  Los Angeles............  CA..............    90028  Los Angeles-Riverside-Orange County.
5901 De Soto Ave.....................  Woodland Hills.........  CA..............    91364  Los Angeles-Riverside-Orange County.
601 W 5th St.........................  Los Angeles............  CA..............    90017  Los Angeles-Riverside-Orange County.
610 Newport Ctr Dr...................  Newport Beach..........  CA..............    92660  Los Angeles-Riverside-Orange County.
620 Newport Ctr Dr...................  Newport Beach..........  CA..............    92660  Los Angeles-Riverside-Orange County.
6300 Canoga Ave......................  Los Angeles............  CA..............    91367  Los Angeles-Riverside-Orange County.
6320 Canoga Ave......................  Los Angeles............  CA..............    91367  Los Angeles-Riverside-Orange County.
660 Newport Ctr Dr...................  Newport Beach..........  CA..............    92660  Los Angeles-Riverside-Orange County.
7001 S Central Ave...................  Los Angeles............  CA..............    90052  Los Angeles-Riverside-Orange County.
800 N State College Blvd.............  Fullerton..............  CA..............    92831  Los Angeles-Riverside-Orange County.
830 N La Brea Ave....................  Los Angeles............  CA..............    90038  Los Angeles-Riverside-Orange County.
950 S Grand Ave......................  Los Angeles............  CA..............    90015  Los Angeles-Riverside-Orange County.
10920 W Lincoln Ave..................  West Allis.............  WI..............    53227  Milwaukee.
11200 W Parkland Ave.................  Milwaukee..............  WI..............    53224  Milwaukee.
1126 S 70th St.......................  Milwaukee..............  WI..............    53214  Milwaukee.
11270 W Park Pl......................  Milwaukee..............  WI..............    53224  Milwaukee.
11300 W Burleigh St..................  Wauwatosa..............  WI..............    53222  Milwaukee.
1190 W Rawson Ave....................  Oak Creek..............  WI..............    53154  Milwaukee.
12000 W Park Pl......................  Milwaukee..............  WI..............    53224  Milwaukee.
1233 N Mayfair Rd....................  Wauwatosa..............  WI..............    53226  Milwaukee.
1563 S 101...........................  West Allis.............  WI..............    53214  Milwaukee.
15740 W Cleveland Ave................  New Berlin.............  WI..............    53151  Milwaukee.
18500 W Corporate Dr.................  Brookfield.............  WI..............    53045  Milwaukee.
1912 S 82nd St.......................  West Allis.............  WI..............    53219  Milwaukee.
230 W Wells St.......................  Milwaukee..............  WI..............    53203  Milwaukee.
2861 S James Dr......................  New Berlin.............  WI..............    53151  Milwaukee.
432 E Kilbourn Ave...................  Milwaukee..............  WI..............    53202  Milwaukee.
433 E Michigan St....................  Milwaukee..............  WI..............    53202  Milwaukee.
4701 W Greenfield Ave................  West Milwaukee.........  WI..............    53214  Milwaukee.
507 E Michigan St....................  Milwaukee..............  WI..............    53202  Milwaukee.
5151 W State St......................  Milwaukee..............  WI..............    53208  Milwaukee.
525 N 6th St.........................  Milwaukee..............  WI..............    53203  Milwaukee.
5300 Sthwy 38........................  Milwaukee..............  WI..............    53207  Milwaukee.
5315 S 3rd St........................  Milwaukee..............  WI..............    53207  Milwaukee.
555 Air Cargo Way....................  Milwaukee..............  WI..............    53207  Milwaukee.
600 E Greenfield Ave.................  Milwaukee..............  WI..............    53204  Milwaukee.
635 S 28th St........................  Milwaukee..............  WI..............    53215  Milwaukee.
6801 N Yates Rd......................  Fox Point..............  WI..............    53217  Milwaukee.
6980 N Port Washington Rd............  Milwaukee..............  WI..............    53217  Milwaukee.
7930 N Faulkner Rd...................  Milwaukee..............  WI..............    53224  Milwaukee.
800 W Wells St.......................  Milwaukee..............  WI..............    53233  Milwaukee.
8112 W Bluemound Rd..................  Wauwatosa..............  WI..............    53213  Milwaukee.
8213 Durand Ave......................  Sturtevant.............  WI..............    53177  Milwaukee.
8332 Corporate Dr....................  Racine.................  WI..............    53406  Milwaukee.
8900 N Arbon Dr......................  Brown Deer.............  WI..............    53223  Milwaukee.
9015 W Maple St......................  West Allis.............  WI..............    53214  Milwaukee.
9201 Washington Ave..................  Sturtevant.............  WI..............    53406  Milwaukee.

[[Page 74345]]

 
N16 W234155 Stoneridge Dr............  Waukesha...............  WI..............    53186  Milwaukee.
N19 W24133 Riverwood Dr..............  Pewaukee...............  WI..............    53072  Milwaukee.
N56 W17000 Ridgewood Dr..............  Menomonee Falls........  WI..............    53051  Milwaukee.
101 Civic Centre Dr..................  Santee.................  CA..............    92071  San Diego.
10505 Sorrento Valley Rd.............  San Diego..............  CA..............    92121  San Diego.
10666 N Torrey Pines Rd..............  San Diego..............  CA..............    92037  San Diego.
1120 27th St.........................  San Diego..............  CA..............    92154  San Diego.
11355 North Torrey Pines Rd..........  San Diego..............  CA..............    92037  San Diego.
12365 Crosthwaite Cir................  Poway..................  CA..............    92064  San Diego.
12650 Danielson Ct...................  Poway..................  CA..............    92064  San Diego.
1849 Diamond St......................  San Marcos.............  CA..............    92069  San Diego.
1940 Diamond St......................  San Marcos.............  CA..............    92069  San Diego.
1950 Corporate Ctr...................  Oceanside..............  CA..............    92056  San Diego.
2251 San Diego Ave...................  San Diego..............  CA..............    92110  San Diego.
3111 Camino Del Rio N................  San Diego..............  CA..............    92108  San Diego.
3115 Merryfield Row..................  San Diego..............  CA..............    92121  San Diego.
3131 Camino Del Rio North............  San Diego..............  CA..............    92108  San Diego.
330 Lewis St.........................  San Diego..............  CA..............    92103  San Diego.
333 W Harbor Dr......................  San Diego..............  CA..............    92131  San Diego.
3380 Norman Scott Rd.................  San Diego..............  CA..............    92136  San Diego.
3851 Rosecrans St....................  San Diego..............  CA..............    92110  San Diego.
3900 Lomaland Dr.....................  San Diego..............  CA..............    92106  San Diego.
4077 5th Ave.........................  San Diego..............  CA..............    92103  San Diego.
4310 Landis St.......................  San Diego..............  CA..............    92105  San Diego.
435 H St.............................  Chula Vista............  CA..............    91910  San Diego.
5055 Viewridge Ave...................  San Diego..............  CA..............    92123  San Diego.
5555 Overland Ave....................  San Diego..............  CA..............    92123  San Diego.
5601 Oberlin Dr......................  San Diego..............  CA..............    92121  San Diego.
5670 Oberlin Dr......................  San Diego..............  CA..............    92121  San Diego.
5754 Pacific Center Blvd.............  San Diego..............  CA..............    92121  San Diego.
5880 Oberlin Dr......................  San Diego..............  CA..............    92121  San Diego.
6150 Nancy Ridge Dr..................  San Diego..............  CA..............    92121  San Diego.
8355 Aero Dr.........................  San Diego..............  CA..............    92123  San Diego.
8520 Tech Way........................  San Diego..............  CA..............    92123  San Diego.
9089 Clairemont Mesa Blvd............  San Diego..............  CA..............    92123  San Diego.
9233 Balbora Ave.....................  San Diego..............  CA..............    92123  San Diego.
9888 Genesee Ave.....................  San Diego..............  CA..............    92117  San Diego.
9950 Barnes Canyon Rd................  San Diego..............  CA..............    92121  San Diego.
Naval Air Station....................  San Diego..............  CA..............    92135  San Diego.
1025 2nd Ave.........................  Oakland................  CA..............    94606  San Francisco-Oakland-San Jose.
221 Main St..........................  San Francisco..........  CA..............    94105  San Francisco-Oakland-San Jose.
2325 Orchard Pkwy....................  San Jose...............  CA..............    95131  San Francisco-Oakland-San Jose.
245 Market St........................  San Francisco..........  CA..............    94105  San Francisco-Oakland-San Jose.
4665 Business Center Dr..............  Fairfield..............  CA..............    94585  San Francisco-Oakland-San Jose.
5858 Horton St.......................  Emeryville.............  CA..............    94608  San Francisco-Oakland-San Jose.
601 Montgomery St....................  San Francisco..........  CA..............    94111  San Francisco-Oakland-San Jose.
650 California St....................  San Francisco..........  CA..............    94108  San Francisco-Oakland-San Jose.
717 Potter St........................  Berkeley...............  CA..............    94710  San Francisco-Oakland-San Jose.
720 Parker St........................  Berkeley...............  CA..............    94710  San Francisco-Oakland-San Jose.
75 E Trimble Rd......................  San Jose...............  Ca..............    95131  San Francisco-Oakland-San Jose.
10101 Woodfield......................  Creve Coeur............  MO..............    63132  St. Louis.
10401 Baur Blvd......................  Olivette...............  MO..............    63132  St. Louis.
10430 Baur Blvd......................  Olivette...............  MO..............    63132  St. Louis.
10845 Baur...........................  Creve Coeur............  MO..............    63132  St. Louis.
1100 Eastport Plaza Dr...............  Collinsville...........  IL..............    62234  St. Louis.
1111 Woods Mill......................  St. Louis..............  MO..............    63011  St. Louis.
11330 Olive Blvd.....................  St. Louis..............  MO..............    63141  St. Louis.
11700 Dunlap Industrial Dr...........  Maryland Heights.......  MO..............    63043  St. Louis.
11975 Westline Industrial Dr.........  Maryland Heights.......  MO..............    63146  St. Louis.
12312 Olive Blvd.....................  Creve Coeur............  MO..............    63141  St. Louis.
13045 Tesson Ferry Rd................  Tesson Ferry...........  MO..............    63128  St. Louis.
14440 S Outer Forty Rd...............  Town and County........  MO..............    63141  St. Louis.
14515 N Outer Rd.....................  Chesterfield...........  MO..............    63017  St. Louis.
14528 S Outer 40 Rd..................  Chesterfield...........  MO..............    63017  St. Louis.
1699 S Hanley Rd.....................  Brentwood..............  MO..............    63144  St. Louis.
1706 Washington Ave..................  St. Louis..............  MO..............    63103  St. Louis.
1850 Borman Ct.......................  Maryland Heights.......  MO..............    63146  St. Louis.
1945 Craig Rd........................  Maryland Heights.......  MO..............    63141  St. Louis.
210 N 13th St........................  St. Louis..............  MO..............    63103  St. Louis.
2100 Schuetz Rd......................  Maryland Heights.......  MO..............    63146  St. Louis.
232 S Woods Mill Rd..................  Chesterfield...........  MO..............    63017  St. Louis.
25 Research Ct.......................  Weldon Spring..........  MO..............    63304  St. Louis.

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2600 Washington......................  St. Louis..............  MO..............    63103  St. Louis.
305 Rock Industrial Park Dr..........  Bridgeton..............  MO..............    63044  St. Louis.
3635 Vista @ Grand Blvd..............  St. Louis..............  MO..............    63110  St. Louis.
41 Village Square Dr.................  St. Louis..............  MO..............    63042  St. Louis.
424 S Woods Mill Rd..................  Town and Country.......  MO..............    63017  St. Louis.
425 S Woods Mill Rd..................  Chesterfield...........  MO..............    63017  St. Louis.
525 Couch Ave........................  Kirkwood...............  MO..............    63122  St. Louis.
600 Mason Ridge Center Dr............  Town and Country.......  MO..............    63141  St. Louis.
8 Park Pl............................  Swansea................  IL..............    62226  St. Louis.
8020 Forsyth Blvd....................  Clayton................  MO..............    63105  St. Louis.
900 N Tucker Blvd....................  St. Louis..............  MO..............    63101  St. Louis.
Bldg P-5.............................  Scott Air Force Base...  IL..............    62225  St. Louis.
--------------------------------------------------------------------------------------------------------------------------------------------------------

In the United States District Court for the District of Columbia

United States of America, Plaintiff v.SBC Communications Inc. and AT&T 
Corp., Defendants

    Civil Action No. 1:05CV02102 (EGS)
    Filed: November 16, 2005

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

    Defendants entered into an Agreement and Plan of Merger dated 
January 30, 2005, pursuant to which SBC Communications Inc. (``SBC'') 
will acquire AT&T Corp. (``AT&T''). The United States filed a civil 
antitrust Complaint on October 27, 2005 seeking to enjoin the proposed 
acquisition. The Complaint alleges that the likely effect of this 
acquisition would be to lessen competition substantially for Local 
Private Lines and other telecommunications services that rely on Local 
Private Lines located in 11 metropolitan areas in violation of Section 
7 of the Clayton Act, 15 U.S.C. 18. This loss of competition would 
result in customers facing higher prices for Local Private Lines and 
other telecommunications services that rely on Local Private Lines than 
they would absent the merger.
    At the same time the Complaint was filed, the United States filed a 
Stipulation and proposed Final Judgment that are designed to eliminate 
the anticompetitive effects of the acquisition. Under the proposed 
Final Judgment, which is explained more fully below, Defendants are 
required to divest, in most situations, indefeasible rights of use 
(``IRUs'') for lateral connections to certain buildings located in a 
number of metropolitan areas as listed in Appendix A of the proposed 
Final Judgment (collectively the ``Divestiture Assets''). Under the 
terms of the Stipulation, Defendants will take certain steps to ensure 
that these assets are preserved and maintained.
    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry of 
the proposed Final Judgment would terminate this action, except that 
the Court would retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and to punish violations 
thereof. Defendants have also stipulated that they will comply with the 
terms of the Stipulation and the proposed Final Judgment from the date 
of signing of the Stipulation, pending entry of the proposed Final 
Judgment by the Court and the required divestitures. Should the Court 
decline to enter the proposed Final Judgment, Defendants have also 
committe to continue to abide by its requirements and those of the 
Stipulation until the expiration of time for appeal.

II. Description of the Events Giving Rise to the Alleged Violation

A. The Defendants and the Proposed Transaction
    SBC is a corporation organized and existing under the laws of the 
State of Delaware, with its headquarters in San Antonio, Texas. SBC, 
formerly Southwestern Bell, is a regional bell operation company 
(``RBOC''), formed as one of the seven regional holding companies 
created as a result of the breakup of AT&T's telephone business into 
local and long distance components initially in 1984. Since then, SBC 
has acquired two other RBOCs--Pacific Telsis and Ameritech--as well as 
an incumbent local exchange carrier (``ILEC''), Southern New England 
Telephone Corporation. SBC owns and operates local telecommunications 
networks throughout is 13-state territory and provides local and long 
distance voice and data services to, inter alia, business customers and 
other telecommunications carriers. SBC's wireline telecommunications 
operations currently serve around 52 million switched access lines, 
including 27.5 million residential and 17.6 million business lines. In 
2004, SBC earned approximately $36.9 billion in revenues from its 
wireline services, including almost $13 million attributable to 
business customers.
    AT&T is a corporation organized and existing under the laws of the 
State of New York, with its headquarters in Bedminsiter, New Jersey. 
After the 1984 breakup, AT&T was primarily a long distance provider and 
is still the nation's largest interexchange carrier (``IXC''), offering 
traditional long distance telephone service, as well as one of the 
largest competitive local exchange carriers (``CLEC''), offering local 
network access for voice and data services. AT&T serves consumers and 
businesses across the United States and around the globe. It also owns 
and operates local networks in dozens of metropolitan areas in the 
United States, a substantial number of which are in SBC territory. Like 
SBC, AT&T also provides local and long distance voice and data services 
to business customers and other telecommunications carriers. AT&T 
competes with SBC to serve wholesale and retail customers' locations in 
SBC's franchised territory. IN 2004, AT&T earned approximately $30.5 
billion in revenues, including $22.6 billion from business customers.
    Pursuant to an Agreement and Plan of Merger dated January 30, 2005, 
SBC agreed to acquire AT&T for approximately $16 billion. The proposed 
transaction, as initially agreed to by Defendants, would lessen

[[Page 74347]]

competition substantially for Local Private Lines and other 
telecommunication services that rely on Local Private Lines in 11 
metropolitan areas. This acquisition is the subject of the Complaint 
and proposed Final Judgment filed by the United States.
B. Local Private Lines
    A Local Private Line is a dedicated, point-to-point circuit offered 
over copper and/or fiber-optic transmission facilities that originates 
and terminates within a single metropolitan area and typically includes 
at least one local loop. A local loop, sometimes referred to as a 
``last-mile'' connection, is typically either a copper or fiber-optic 
transmission facility that connects commercial buildings to a carrier's 
network, making the local loop a critically important asset for 
providing telecommunications services to business customers.
    Local Private Lines are a recognized service category among 
telecommunications carriers and end-user business customers and are 
sold at both retail (to business customers) and wholesale (to other 
carriers). Depending on how they are configured, Local Private Lines 
can be used to carry voice traffic, data, or a combination of the two. 
Local Private Lines may be purchased as stand-alone products but are 
also an important input to value-added voice and data 
telecommunications services for business customers and represent a 
significant portion of the costs incurred in providing those services. 
Customers typically purchase Local Private Lines in standard bandwidth 
increments such as DS1 (``T1,'' 1.54 megabits per second), DS3 (44.74 
megabits per second), OC3 (155.52 megabits per second), and higher. 
Local Private Lines can interconnect with industry-standard data 
networking and telephone equipment, and can be ``channelized'' to carry 
various amounts of voice and/or data traffic. Local Private Lines are 
distinct from switched local exchange telephone servicers, which route 
calls through a voice switch in the local carrier's central office and 
do not necessarily use a dedicated circuit. customers do not consider 
switched local exchange services to be a substitute because they do not 
offer the guaranteed bandwidth, high service levels, and security that 
Local Private Lines provide.
    Competing carriers often rely on Local Private Line circuits to 
connect an end-user customer's location to their networks, enabling the 
competitor to supply value-added data networking, Internet access, 
local voice and long distance services to the customer. although 
carriers can provide some types of voice and data services over 
switched local exchange lines (e.g., when an access line is pre-
subscribed to a long distance carrier), most large business customers 
do not find those services to be a viable or cost-effective substitute 
for voice and data telecommunications services provided via Local 
Private Lines or voice and data telecommunications services provided 
via Local Private Lines, insufficient customers would switch to 
switched circuits to render the increase unprofitable.
    For the vast majority of commercial buildings in its territory, SBC 
is the only carrier that owns a last-mile connection to the building. 
Thus, in order to provide Local Private Line circuits or voice or data 
telecommunications services to customers in those SBC-only buildings, 
competing carriers typically must lease the connection from SBC as 
Local Private Line service, which SBC refers to as ``special access.'' 
For a small percentage of commercial buildings (though these buildings 
account for a significant amount of customer demand and revenue), SBC's 
CLEC competitors have built or acquired their own last-mile fiber-optic 
connections, separate from SBC's, to connect their networks to the 
buildings. The CLECs typically refer to buildings with these 
connections as their ``lit buildings'' or ``on-net buildings.'' Once a 
CLEC has incurred the high fixed cost to construct a last-mile 
connection to a building, the CLEC can usually provide service to 
business customers in the building at a lower marginal cost than it 
would otherwise be able to do if it had to lease the connection from 
the RBOC. It an also provide alternative access to other CLECs seeking 
to service business customers in the building.
    The relevant geographic market for both Local Private Lines, as 
well as voice and data telecommunications services that rely on Local 
Private Lines, is no broader than each metropolitan area and no more 
narrow than each individual building.
C. The Competitive Effects of the Transaction on Local Private Lines
    SBC's acquisition of AT&T will substantially lessen competition in 
the markets for (a) Local Private Lines and (b) voice and data 
telecommunications services that rely on Local Private Lines. SBC is 
the dominant provider of Local Private Lines in its franchised 
territory, and AT&T is one of its largest competitors. AT&T is among 
the leading CLECs in SBC's territory in the number of buildings it has 
connected with its own last-mile fiber facilities. For hundreds of 
commercial buildings located in the metropolitan areas of Chicago, 
Illinois; Dallas-Fort Worth, Texas; Detroit, Michigan; Hartford-New 
Haven, Connecticut; Indianapolis, Indiana; Kansas City, Missouri; Los 
Angeles, California; Milwaukee, Wisconsin; San Diego, California; San 
Francisco-San Jose, California; and St. Louis, Missouri, SBC and AT&T 
are the only two firms that own or control a direct wireline connection 
to the building. In these buildings, the merger of SBC and AT&T would 
reduce the number of carriers with an owned or controlled last-mile 
connection from two to one.
    The merger would, therefore, effectively eliminate competition for 
facilities-based Local Private Line service to those buildings, and 
many retail and wholesale customers would no longer have AT&T as a 
competitive alternative to SBC. Although other competitors might resell 
Local Private Lines from SBC, those competitors would not be as 
effective a competitive constraint because SBC would control the price 
of the resold circuits. The merged firm would, therefore, have the 
ability to raise price to retail and wholesale customers of Local 
Private Lines. In addition, because the cost of dedicated local access 
via Local Private Lines represents an important cost component of many 
value-added voice and data telecommunications services provided over 
such access, the merger would tend to lessen competition for retail 
voice and data telecommunications services provided over dedicated 
access by (a) eliminating AT&T as the only competitive alternative to 
SBC for such services with its own Local Private Line connection to 
hundreds of buildings and (b) depriving other carriers seeking to 
provide such value-added network services of the only fully-facilities 
based wholesale competitive alternative to SBC in those buildings.
    Although other CLECs can, theoretically, build their own fiber 
connection to each building in response to a price increase by the 
merged firm, such entry is a difficult, time-consuming, and expensive 
process. Whether a CLEC builds a last-mile connection to a given 
building depends upon many factors, as noted in the Complaint, and the 
costs of building a last-mile fiber-optic connection vary substantially 
for each location. Because a single such connection may cost hundreds 
of thousands of dollars to build and light, CLECs will typically only 
build in to a particular building after they have secured a customer

[[Page 74348]]

contract of sufficient size and length to justify the anticipated 
construction costs for that building. While entry may occur in some 
buildings where AT&T is the only CLEC present in response to a post-
merger price increase, the conditions for entry are unlikely to be met 
in the hundreds of buildings that are the subject to the Complaint. For 
these buildings, the expected customer demand and proximity of other 
CLEC fiber to the building (two important factors in the decision to 
build in) indicate that such entry, even in the face of a price 
increase, is unlikely to be profitable for any CLEC. Thus, entry would 
not be timely, likely, or sufficient to eliminate the competitive harm 
that would likely result from SBC's proposed acquisition of AT&T.
    For these seasons, the United States concluded that SBC's proposed 
acquisition of AT&T will likely substantially lessen competition, in 
violation of Section 7 of the Clayton Act, in the provision of Local 
Private Lines and other telecommunications services that rely on Local 
Private Lines in the 11 metropolitan areas listed above.

III. Explanation of the Proposed Final Judgment

    The divestiture requirements of the proposed Final Judgment will 
eliminate the anticompetitive effects of the acquisition of Local 
Private Lines and other telecommunications services that rely on Local 
Private Lines in the relevant areas. The proposed Final Judgment 
requires Defendants, within 120 days after the closing of SBC's 
acquisition of AT&T, or five (5) days after notice of the entry of the 
Final Judgment by the Court, whichever is later, to divest the 
Divestiture Assets. The Divestiture Assets consist of IRUs for lateral 
connections (or last-mile connection) to hundreds of buildings in the 
identified metropolitan areas along with transport facilities 
sufficient to enable the IRUs to be used by the purchaser to provide 
telecommunications services. Defendants must take all reasonable steps 
necessary to accomplish the divestitures quickly and shall cooperate 
with prospective purchasers.
    These assets must be divested in such a way as to satisfy the 
United States in its sole discretion that they will be used by the 
purchaser to compete effectively and remedy the harm alleged in the 
Complaint in the markets for Local Private Lines and other 
telecommunications services that rely on Local Private Lines. In 
reviewing the purchaser or purchasers of the Divestiture Assets, the 
United States will be particularly focused on the purchaser's ability 
to be a viable competitor in offering Local Private Lines on both a 
retail and/or wholesale basis. Purchasers that are already offering 
similar services in or near the metropolitan area are more likely to be 
viable competitors than other potential purchasers.
    Divesting the last-mile connections to the hundreds of buildings in 
SBC's territory will remedy the harm alleged in the Complaint. Although 
other CLEC's have local fiber networks in each of the metropolitan 
areas at issue, they cover only a small percentage of buildings, and 
the buildings covered vary from CLEC and CLEC. As a result, there are 
numerous buildings where AT&T is the only CLEC with a last-mile 
connection. It is the decreased competition in the provision of these 
last-mile connections to buildings where AT&T is the only CLEC that 
creates the harm alleged in the Complaint. Whether the geographic 
market for the sale of Local Private Line or other telecommunications 
services that rely on Local Private Lines is as broad as the 
metropolitan area or as narrow as individual locations or building, 
divesting these last-mile connections will restore the lost facilities-
based competition. The proposed Final Judgment also strengthens 
metropolitan area competition by divesting to a single purchaser in 
each area all of the buildings that were unique to AT&T.
    To ensure that the purchaser has adequate capacity to serve 
customers in a given location, the lateral or last-mile connection to 
be divested will consist of an IRU for the grater of (1) eight (8) 
fiber strands or (2) one-half of the currently unused fiber strands in 
AT&T's facilities serving the building measured at the time of the 
filing of the Complaint, from the point of entry of the building to the 
splice point with fiber used to serve different buildings. This should 
be sufficient capacity for the purchaser to serve current demand and 
allow for future growth and changes in the local service area while 
allowing SBC to retain the AT&T circuits being used to serve current 
customers without disruption to their service. In addition, to 
accommodate network engineering and design requirements, the 
divestiture IRUs can be granted for fiber strands owned or controlled 
by either SBC or AT&T, as mutually agreed by Defendants and the 
purchaser.
    Last-mile connections, however, are of little use if they are not 
connected to a network. Therefore, the proposed Final Judgment also 
requires the divestiture of IRUs for transport facilities sufficient to 
connect the divested last-mile connections to locations mutually agreed 
upon by Defendants and the purchaser. This will ensure that the 
purchaser can connect the last-mile connections to its network 
facilities and provide both Local Private Lines and any other 
telecommunications services that rely on Local Private Lines that a 
customer in the building may require.
    An IRU (or indefeasible right of use) is a long-term leasehold 
interest commonly used in the telecommunications industry that gives 
the holder the right to use specified strands of fiber in a 
telecommunications facility. The proposed Final Judgment contemplates 
that the purchaser and Defendants will negotiate commercially 
reasonable IRUs that must meet minimum requirements, including: (1) To 
ensure that the purchaser has the asset for a long enough time period 
to serve customers while taking into account the dynamic nature of the 
telecommunications industry and the useful life of the existing fiber, 
the IRU must be for a minimum of 10 years; (2) to minimize ongoing 
carrying costs for the IRU, the IRU cannot contain a monthly or other 
recurring fee; and (3) to ensure that Defendants cannot limit the 
purchasers' use of the last-mile connection, the IRU cannot 
unreasonably limit the right of the purchaser to use the asset as it 
wishes (e.g., the purchaser shall be permitted to splice into the IRU 
fiber, though such splice points must be mutually agreed upon by 
Defendants and purchaser). This last requirement, allows the purchaser 
to splice into the IRUs to serve locations other than those listed in 
Appendix A of the proposed Final Judgment, at mutually agreed upon 
splice points.
    The requirements of the proposed Final Judgment ensure that the 
purchasers can use the Divested Assets to begin competing immediately 
for customers in these buildings and will have the rights and cost 
structure necessary to be effective by (1) minimizing carrying costs so 
that viability is not threatened if customers are not immediately 
procured and (2) giving the purchaser flexibility in use of the last-
mile connections by allowing splicing into the fiber.
    In some locations, AT&T serves the building using fiber that it 
controls through an IRU, rather than full ownership. In these locations 
if the United States determines in its sole discretion that such an 
alternative disposition will meet the aims of the proposed Final 
Judgment, Defendants may alternatively (1) enter into a dark

[[Page 74349]]

fiber service agreement or other commercial arrangement for the last-
mile connections and, if necessary, associated transport with the 
purchaser or (2) relinquish a portion of AT&T's IRU rights back to the 
owner of the fiber. In either of these circumstances, as with approving 
a purchaser, the United States will consider whether the fiber is 
likely to be used it in a manner that will remedy the competitive harm 
alleged in the Complaint.
    Lastly, with the approval of the United States, in its sole 
discretion, and at the purchaser's option, the Divestiture Assets may 
be modified to exclude assets and rights that are not necessary to meet 
the aims of this Final Judgment. This will allow for minor 
modifications of the Divestiture Assets to exclude assets that may not 
be necessary in order to remedy the competitive harm.
A. Timing of Divestitures
    To rapidly restore lost competition, the United States requires 
divestitures to be completed within the shortest time period reasonable 
under the circumstances. In this case, the proposed Final Judgment 
requires, in Section IV.A, divestiture of the Divestiture Assets, 
within 120 days after the closing of SBC's acquisition of AT&T, or five 
(5) days after notice of the entry of the Final Judgment by the Court, 
whichever is later. The United States in its sole discretion may extend 
the date for divestiture of the Divestiture Assets by up to sixty (60) 
days. The divestiture timing provisions of the proposed Final Judgment 
will ensure that the divestitures are carried out in a timely manner, 
and at the same time will permit Defendants an adequate opportunity to 
accomplish the divestitures through a fair and orderly process.
B. Use of a Divestiture Trustee
    In the event that Defendants do not accomplish the divestiture 
within the periods prescribed in the proposed Final Judgment, the Final 
Judgment provides that the Court will appoint a trustee selected by the 
United States to effect the divestitures. To ensure that the 
divestiture trustee can promptly locate and divest to an acceptable 
purchaser, the United States, in its sole discretion, may require 
Defendants to include additional assets, or allow Defendants to 
substitute substantially similar assets, which substantially relate the 
Divestiture Assets to be divested by the divestiture trustee.
    The proposed Final Judgment provides that Defendants will pay all 
costs and expenses of the divestiture trustee. The divestiture 
trustee's commission will be structured, under Section V.D of the 
proposed Final Judgment, so as to provide an incentive for the 
divestiture trustee based on the price obtained and the speed with 
which the divestitures are accomplished. After his or her appointment 
becomes effective, the divestiture trustee will file monthly reports 
with the Court and the United States setting forth his or her efforts 
to accomplish the divestitures. Section V.G of the proposed Final 
Judgment requires the divestiture trustee to divest the Divestiture 
Assets to an acceptable purchaser or purchasers no later than six (6) 
months after his or her appointment. At the end of six (6) months, if 
all divestitures have not been accomplished, the trustee and the United 
States will make recommendations to the Court, which shall enter such 
orders as appropriate in order to carry out the purpose of the trust, 
including extending the trust or term of the trustee's appointment.

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 Untied States has not 
withdrawn its consent. The APA 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. All comments received during 
this period will be considered by the Department of Justice, which 
remains free to withdraw its consent to the proposed Final Judgment at 
any time prior to the Court's entry of judgment. The comments and the 
response of the United States will be filed with the Court and 
published in the Federal Register.
    Written comments should be submitted to: Nancy M. Goodman, Chief, 
Telecommunications and Media Enforcement Section, Antitrust Division, 
U.S. Department of Justice, 1401 H Street, NW., Suite 8000, 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 SBC's acquisition of 
AT&T. The United States is satisfied, however, that the divestiture of 
assets and other relief described in the proposed Final Judgment will 
preserve competition for Local Private Lines and other 
telecommunications services that rely on Local Private Lines in the 
metropolitan areas identified in the Complaint.

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

    The APPA requires that proposed consent judgments in antitrust 
cases brought by the United States be subject to a sixty (60) day 
comment period, after which the Court shall determine whether entry of 
the proposed Final Judgment ``is in the public interest.'' 15 U.S.C. 
Sec.  16(e)(1). In making that determination, the Court shall consider:

    (A) The competitive impact of such judgment, including 
termination of alleged violations, provisions for enforcement and 
modification, duration or 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

[[Page 74350]]

violations set forth in the complaint including consideration of the 
public benefit, if any, to be derived from a determination of the 
issues at trail.

15 U.S.C. Sec.  16(e)(1)(A) & (B). As the United States Court of 
Appeals for the District of Columbia Circuit has held, the APPA permits 
a court to consider, among other things, the relationship between the 
remedy secured and the specific allegations set forth in the 
government's complaint, whether the consent judgment is sufficiently 
clear, whether enforcement mechanisms are sufficient, and whether the 
consent judgment may positively harm third parties. See United States 
v. Microsoft Corp., 56 F.3d 1448, 1458-62 (D.C. Cir. 1995).
    ``Nothing 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. Sec.  16(e)(2). Thus, in conducting 
this inquiry, ``[t]he court is nowhere compelled to go to trial or to 
engage in extended proceedings which might have the effect of vitiating 
the benefits of prompt and less costly settlement through the consent 
decree process.'' 119 Cong. Rec. 24,598 (1973) (statement of Senator 
Tunney).\1\
---------------------------------------------------------------------------

    \1\ See United States v. Gillette Co., 406 F. Supp. 713, 716 (D. 
Mass. 1975) (recognizing it was not the court's duty to settle; 
rather, the court must only answer ``whether the settlement achieved 
[was] within the reaches of the public interest''). A ``public 
interest'' determination can be made properly on the basis of the 
Competitive Impact Statement and Response to Comments filed by the 
Department of Justice pursuant to the APPA. Although the APPA 
authorizes the use of additional procedures, 15 U.S.C. 16(f), those 
procedures are discretionary. A court need not invoke any of them 
unless it believes that the comments have raised significant issues 
and that further proceedings would aid the court in resolving those 
issues. See H.R. Rep. No. 93-1463, 93d Cong., 2d Sess. 8-9 (1974), 
reprinted in 1974 U.S.C.C.A.N. 6535, 6538-39.
---------------------------------------------------------------------------

    Rather:

[a]bsent 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.

United States v. Mid-America Dairymen, Inc., 1977-1 Trade Cass. (CCH) ] 
61,508, at 71,980 (W.D. Mo. 1977).
    Accordingly, with respect to the adequacy of the relief secured by 
the proposed Final Judgment, 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) (citing 
United States v. Bechtel Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see 
also Microsoft, 56 F.3d at 1460-62. Courts have held that:

[t]he balancing of competing social and political interests affected 
by a proposed antitrust consent decree must be left, in the first 
instance, to the discretion of the Attorney General. The court's 
role in protecting the public interest is one of insuring that the 
government has not breached its duty to the public in consenting to 
the decree. The court is required to determine not whether a 
particular decree is the one that will best serve society, but 
whether the settlement is ``within the reaches of the public 
interest.'' More elaborate requirements might undermine the 
effectiveness of antitrust enforcement by consent decree.

Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).\2\
---------------------------------------------------------------------------

    \2\ Cf. BNS, 858 F.2d at 464 (holding that the court's 
``ultimate authority under the [APPA] is limited to approving or 
disapproving the consent decree''); Gillette, 406 F. Supp. at 716 
(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' '').
---------------------------------------------------------------------------

    The proposed Final Judgment, therefore, should not be reviewed 
under a standard of whether it is certain to eliminate every 
anticompetitive effect of a particular practice or whether it mandates 
certainty of free competition in the future. Court approval of a final 
judgment requires a standard more flexible and less strict than the 
standard required for a finding of liability. ``[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. AT&T Corp., 552 F. Supp. 131, 151 (D.D.C. 1982) (citations 
omitted) (quoting Gillette, 406 F. Supp. at 716), aff'd sub nom. 
Maryland v.  United States, 460 U.S. 1001 (1983); see also United 
States v. Alcan Aluminum Ltd., 605 F. Supp 619, 622 (W.D. Ky. 1985) 
(approving the consent judgment even though the court would have 
imposed a greater remedy).
    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. 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. Id. 
at 1459-60.

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: November 16, 2005.
 Respectfully submitted,

 /s/-------------------------------------------------------------------
Laury E. Bobbish,
Assistant Chief.

 /s/-------------------------------------------------------------------
Lawrence M. Frankel
    (D.C. Bar No. 441532)
Claude F. Scott, Jr.
    (D.C. Bar No. 414906)
Mary N. Strimel
    (D.C. Bar No. 455303)
Matthew C. Hammond
Lauren J. Fishbein
    (D.C. Bar No. 451889)
Conrad J. Smucker
    (D.C. Bar No. 434590)
Jeremiah M. Luongo
Jared A. Hughes
David T. Blonder
William Lindsey Wilson
William B. Michael
Trial Attorneys, U.S. Department of Justice, Antitrust Division, 
Telecommunications and Media Enforcement Section, 1401 H Street, 
NW., Suite 8000, Washington, DC 20530. Telephone: (202) 514-5621. 
Facsimile: (202) 514-6381.
[FR Doc. 05-23814 Filed 12-14-05; 8:45 am]
BILLING CODE 4410-11-M