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


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DEPARTMENT OF JUSTICE

Antitrust Division


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

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, 
Stipulation and Competitive Impact Statement have been filed with the 
United States District Court for the District of Columbia in United 
States of America v. The Thomson Corp. and Reuters Group PLC, Civil 
Action No. 1:08-cv-00262. On February 19, 2008, the United States filed 
a Complaint alleging that the proposed acquisition by The Thomson 
Corporation of Reuters Group PLC would violate section 7 of the Clayton 
Act, 15 U.S.C. 18. The proposed Final Judgment, filed the same time as 
the Complaint, requires The Thomson Corporation to divest a copy of its 
WorldScope fundamentals product, along with certain other assets, and 
requires Reuters Group PLC to divest copies of its Estimates and 
Aftermarket (Embargoed) Research Database product, along with certain 
other assets.
    Copies of the Complaint, proposed Final Judgment and Competitive 
Impact Statement are available for inspection at the Department of 
Justice, Antitrust Division, Antitrust Documents Group, 325 7th Street, 
NW., Room 215, Washington, DC 20530 (telephone: 202-514-2481), on the 
Department of Justice's Web site at: http://www.usdoj.gov/atr, and at 
the Office of the Clerk of the United States District Court for the 
District of Columbia. Copies of these materials may be obtained from 
the Antitrust Division upon request and payment of the copying fee set 
by Department of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, and responses thereto, will be published in the 
Federal Register and filed with the Court. Comments should be directed 
to James Tierney, Chief, Networks and Technology Section, Antitrust 
Division, Department of Justice, 600 E. Street NW., Suite 9500, 
Washington, DC 20530, (telephone: 202-307-6200).

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

United States District Court for the District of Columbia

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

Complaint

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

I. Nature of the Action

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

[[Page 15197]]

II. Parties to the Proposed Acquisition

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

III. Jurisdiction and Venue

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

IV. Trade and Commerce

A. Financial Data

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

B. The Relevant Product Markets

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

[[Page 15198]]

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

C. The Relevant Geographic Market

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

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

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

[[Page 15199]]

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

[[Page 15200]]

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

IV. Violations Alleged

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

V. Request for Relief

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

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

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

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

Final Judgment

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

1. Jurisdiction

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

II. Definitions

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

[[Page 15201]]

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

III. Applicability

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

IV. Divestitures

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

[[Page 15202]]

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

[[Page 15203]]

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

V. Appointment of Monitoring Trustee

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

VI. Appointment of Divestiture Trustee

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

[[Page 15204]]

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

VII. Notice of Proposed Divestiture

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

VIII. Financing

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

IX. Preservation of Assets

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

X. Affidavits

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

[[Page 15205]]

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

XI. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment, or of determining whether the Final Judgment should be 
modified or vacated, and subject to any legally recognized privilege, 
from time to time authorized representatives of the United States 
Department of Justice, including consultants and other persons retained 
by the United States, shall, upon written request of an authorized 
representative of the Assistant Attorney General in charge of the 
Antitrust Division, and on reasonable notice to Defendants, be 
permitted:
    (1) Access during Defendants' office hours to inspect and copy, or 
at the option of the United States, to require Defendants to provide 
hard copy or electronic copies of, all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control of 
Defendants, relating to any matters contained in this Final Judgment; 
and
    (2) to interview, either informally or on the record, Defendants' 
officers, employees, or agents, who may have their individual counsel 
present, regarding such matters. The interviews shall be subject to the 
reasonable convenience of the interviewee and without restraint or 
interference by Defendants.
    B. Upon the written request of an authorized representative of the 
Assistant Attorney General in charge of the Antitrust Division, 
Defendants shall submit written reports or response to written 
interrogatories, under oath if requested, relating to any of the 
matters contained in this Final Judgment as may be requested.
    C. No information or documents obtained by the means provided in 
this section 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, ``Subject 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 than a grand jury proceeding).

XII. No Reacquisition

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

XIII. Retention of Jurisdiction

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

XIV. Expiration of Final Judgment

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

XV. Public Interest Determination

    Entry of this Final Judgment is in the public interest. The 
Defendants have complied with the requirements of the Antitrust 
Procedures and Penalties Act, 15 U.S.C. Sec.  16, including making 
copies available to the public of this Final Judgment, the Competitive 
Impact Statement, and any comments thereon and the United States' 
responses to comments. Based upon the record before the Court, which 
includes the Competitive Impact Statement and any comments and response 
to comments filed with the Court, entry of this Final Judgment is in 
the public interest.
    Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16.
    Dated:
    United States District Judge.

Schedule 1--Description of Divestiture Assets

    A. The Thomson Fundamentals Divestiture Assets means copies of all 
master source Fundamentals databases used in, or in the production of 
Thomson's Fundamentals products, comprising the complete electronic 
collection of ``as reported'' Fundamentals that Thomson uses for the 
``Enterprise FX'' product and the complete electronic collection of 
``standardized'' Fundamentals that Thomson uses for the ``Worldscope 
File2'' product (individually and collectively, the ``Fundamentals 
Databases''), and all tangible and intangible assets (or separable 
portions thereof) that Thomson uses in the compilation, production, 
operation, updating, or maintenance of the Fundamentals Databases, 
subject to the exclusions in Paragraphs B and G below, including:
    1. A copy of the Fundamentals Databases, including any Third-Party 
Owned Fundamentals for which any requisite consents are obtained;
    2. A copy (including any third-party owned data or materials for 
which any requisite consents are obtained) of all data, source 
documents, and other documentary materials used, and all database 
annotations made, by Thomson in the collection, aggregation, 
normalization, standardization, updating, indexing, or tagging of the 
Fundamentals Databases, current as of the Closing Date;
    3. A perpetual, worldwide, assignable, sublicensable, transferable, 
royalty-free, non-exclusive license to market, distribute, and prepare 
derivative works of the Fundamentals Databases, data and documentary 
materials described in sub-paragraphs A.I and A.2 above (and to 
manufacture, reproduce, and have reproduced such derivative works), 
subject to the third-party consents described therein, without further 
compensation to Thomson and without any restriction other than those 
permitted in Paragraph B.5 below;
    4. A perpetual, worldwide, assignable, sublicensable, transferable, 
royalty free, nonexclusive license of all intellectual property rights, 
formulations, specifications, trade secrets, know-how, and technical 
information embodied in

[[Page 15206]]

the Fundamentals Databases or used in their compilation, production, 
operation, updating, or maintenance, subject to the third-party 
consents described above;
    5. Copies of and a perpetual, worldwide, assignable, non-
licensable, transferable, royalty-free, non-exclusive license to use 
and to prepare derivative works of (and to manufacture, reproduce, or 
have reproduced such derivative works) all training and other manuals, 
workflow documents, business processes, data definitions, and 
instructions used by Thomson in connection with the above-described 
databases, including all business logic used to map between ``as 
reported'' and ``standardized'' data, including a guide to standardized 
data definitions;
    6. At the option of the Acquirer, copies of and a perpetual, 
worldwide, assignable, non-licensable, transferable, royalty-free, non-
exclusive license to use and to prepare derivative works of (and to 
manufacture, reproduce, or have reproduced such derivative works) the 
following software (including source code and all documentation 
relating thereto):
    i. All software used to compile, produce, operate, update, or 
maintain the Fundamentals Databases, including without limitation (a) 
software for collection, aggregation, normalization, standardization, 
updating, indexing, or tagging of Fundamentals, and (b) software 
providing ``click-through'' functionality to access the source 
documents underlying the Thomson Fundamentals Databases; and
    ii. Any improvements, research or developments regarding the 
software described in Paragraph 6(i) above in existence at any time 
between January 1, 2007 and the Closing Date;
    7. To the extent assignable, all Thomson customer contracts or 
assignable portions thereof for Direct Content Datafeed delivery of 
Fundamentals, including any contracts for delivery to clients by or 
through redistributors; and
    8. To the extent assignable as set forth in Section IV.I of the 
Final Judgment, all contracts for the supply to Thomson of Fundamentals 
or other third-party contributor data (including industry standard 
symbology such as CUSIP, SEDOL, classification codes such as ICB sector 
codes, price and corporate action data, ADR information and currency 
exchange rates) that Thomson uses in the compilation, production, 
operation, updating, or maintenance of the Fundamentals Databases.
    B. Exclusions: The Thomson Fundamentals Divestiture Assets do not 
include:
    1. Any commercially available hardware or software (including any 
superseded hardware or software for which more recent compatible 
versions are available), except to the extent of custom software 
modifications made by or for Thomson;
    2. Any Thomson trademarks, service marks or brands or any licenses 
thereto (including without limitation any rights to use the names 
``Thomson'' or ``Worldscope,'' alone or in connection with any of the 
Thomson Fundamentals Divestiture Assets); 3. any proprietary 
identification systems of Thomson that are used to produce non-
Worldscope offerings and that are not necessary to the compilation, 
production, operation, updating, or maintenance of the Fundamentals 
Databases;
    4. Any customer contracts other than those assigned pursuant to 
Paragraph A.7 above, any customer lists, or any customer account 
information except as needed to effectuate the assignment of contracts 
described in Paragraph A.7 above; and
    5. Where Thomson uses any formulation, specification, trade secret, 
software program, patent, or source data (other than the contents of 
the Fundamentals Databases) described above substantially in the 
production or distribution of offering(s) other than Worldscope or 
Enterprise FX, Defendants may limit the Acquirer's transferable license 
to use of such intellectual property solely in activities relating to 
the field of Fundamentals data.
    C. The Reuters Estimates Divestiture Assets means copies of all 
master source Estimates databases used in, or in the production of 
Reuters Estimates offerings, comprising the complete collection of 
``detailed'' and ``consensus'' Estimates as included in the Reuters 
Knowledge Direct--Estimates product (individually and collectively, the 
``Estimates Databases''), and all tangible and intangible assets (or 
separable portions thereof) that Reuters uses in the compilation, 
production, operation, updating, or maintenance of the Estimates 
Databases, subject to the exclusions in Paragraphs D and G below, 
including:
    1. A copy of the Estimates Databases, including any Third-Party 
Owned Estimates for which any requisite consents are obtained;
    2. A copy (including any third-party owned data or material for 
which any requisite consents are obtained) of all data, notes and other 
documentary material and source documents (as such source documents are 
used and maintained in the ordinary course of business in' connection 
with the Estimates Databases) used, and all database annotations made, 
by Reuters in the aggregation, verification, annotation, 
standardization, updating, indexing or tagging of Estimates, current as 
of the Closing Date, such as data relating to inclusions/exclusions of 
Estimates from consensus values, accounting treatments of particular 
earnings or charges, and collection practices, current as of the 
Closing Date;
    3. A perpetual, worldwide, assignable, sublicensable, transferable, 
royalty-free, non-exclusive license to market, distribute, and prepare 
derivative works of the Estimates Databases, data and documentation 
described in Paragraphs C.I and C.2 (and to manufacture, reproduce, and 
have reproduced such derivative works), subject to the third-party 
consents described therein, without further compensation to Reuters and 
without any restriction other than those permitted in Paragraph D.6 
below;
    4. A perpetual, worldwide, assignable, sublicensable, transferable, 
royalty free, non-exclusive license of all intellectual property 
rights, formulations, specifications, trade secrets, know-how, and 
technical information embodied in the Estimates Databases or used in 
their compilation, production, operation, updating, or maintenance, 
subject to the third-party consents described above;
    5. Copies of and a perpetual, worldwide, assignable, non-
licensable, transferable, royalty-free, non-exclusive license to use 
and to prepare derivative works of (and to manufacture, reproduce, or 
have reproduced such derivative works) all training and other manuals, 
workflow documents, business processes, data definitions, and 
instructions used by Reuters in connection with the Estimates 
Databases, including all information and processes used to calculate 
consensus estimates;
    6. At the option of the Acquirer, copies of and a perpetual, 
worldwide, assignable, non licensable, transferable, royalty-free, non-
exclusive license to use and to prepare derivative works of (and to 
manufacture, reproduce, or have reproduced such derivative works) the 
following software (including source code and all documentation 
relating thereto):
    i. All software used to compile, produce, operate, update, or 
maintain the Estimates Databases, including without limitation, 
software for collection, aggregation, verification, annotation, 
standardization, updating, indexing or tagging of Estimates (including 
the software components used to implement contributor permissioning of 
detailed estimates); and

[[Page 15207]]

    ii. Any improvements, research or developments regarding the 
software described in Paragraph 5(i) above in existence at any time 
between January 1, 2007 and the Closing Date;
    7. To the extent assignable, all Reuters customer contracts or 
assignable portions thereof for Direct Content Datafeed delivery of 
Estimates, including any contracts for delivery to clients by or 
through redistributors; and
    8. To the extent assignable as set forth in Section IV.H of the 
Final Judgment, all contracts for the supply of Estimates or other 
third-party contributor data (including corporate actions and currency 
exchange rates) used by Reuters in the compilation, production, 
operation, updating, or maintenance of the Estimates Databases.
    D. Exclusions: The Reuters Estimates Divestiture Assets do not 
include:
    1. Any commercially-available hardware or software (including any 
superseded hardware or software for which more recent compatible 
versions are available), except to the extent of custom software 
modifications made by or for Reuters;
    2. Any Reuters trademarks, service marks or brands or any licenses 
thereto (including without limitation any rights to use the names 
``Reuters'' or ``Multex,'' alone or in connection with any of the 
Reuters Estimates Divestiture Assets);
    3. Any Reuters Instrument Codes or license(s) to use or distribute 
such codes, or any other proprietary identification systems of Reuters 
that are used to produce Reuters offerings other than Reuters Knowledge 
Direct--Estimates and that are not necessary to the compilation, 
production, operation, updating, or maintenance of the Estimates 
Databases;
    4. Any customer contracts, except those assigned pursuant to 
Paragraph C.7 above;
    5. Customer lists or customer account information, except as needed 
to effectuate the assignment of contracts described in Paragraph C.7 
above;
    6. Where Reuters uses any formulation, specification, trade secret, 
software program, patent, or source data (other than the contents of 
the Estimates Databases) described above substantially in the 
production or distribution of offering(s) other than the Estimates 
Databases, Defendants may limit the Acquirer's transferable license to 
use of such intellectual property solely in activities relating to the 
field of Estimates data.
    E. The Reuters Aftermarket Research Divestiture Assets means copies 
of all master source databases containing Aftermarket Research used in, 
or in the production of Reuters Aftermarket Research offerings, 
comprising the complete collection of Aftermarket Research as included 
in the Reuters Knowledge product, but excluding any research reports in 
such databases which' Reuters is not licensed to sell as Aftermarket 
Research (individually and collectively, the ``Aftermarket Research 
Databases''), and all tangible and intangible assets (or separable 
portions thereof) that Reuters uses in the compilation, production, 
operation, updating, or maintenance of the Aftermarket Research 
Databases, subject to the exclusions in Paragraphs F and G below, 
including:
    1. A copy of the Aftermarket Research Databases, including any 
Third-Party Owned Aftermarket Research for which any requisite consents 
are obtained, and including any Aftermarket Research described in 
Schedule 5 for which the Acquirer agrees to the most favorable (to the 
redistributor) terms, including royalty rate, then provided by the 
owner of such Aftermarket Research to any other redistributor as of the 
Closing Date;
    2. A copy (including any third-party owned data or material for 
which any requisite consents are obtained) of all data and other 
documentary material used, and all database annotations made, by 
Reuters in the collection, aggregation, normalization, standardization, 
updating, indexing or tagging of Aftermarket Research, including all 
data (subject to any requisite third-party consents) used to implement 
``embargo'' periods, to block certain classes of users from accessing 
certain subsets of Aftermarket Research, or for purchase tracking, 
reporting and billing;
    3. A perpetual, worldwide, assignable, sublicensable, transferable, 
royalty-free, non-exclusive license to market, distribute, and prepare 
derivative works of the Aftermarket Research Databases, data and 
documentation described in Paragraphs E.1 and E.2 (and to manufacture, 
reproduce, and have reproduced such derivative works), subject to the 
third-party consents described therein and any agreement(s) described 
in Paragraph E. I above, without further compensation to Reuters and 
without any restriction other than as agreed to in Paragraph E.1 above 
or permitted in Paragraph F.5 below;
    4. A perpetual, worldwide, assignable, sublicensable, transferable, 
royalty free, non-exclusive license of all intellectual property 
rights, formulations, specifications, trade secrets, know-how, and 
technical information embodied in the Aftermarket Research Databases or 
used in their compilation, production, operation, updating, or 
maintenance, subject to the third-party consents described above;
    5. Copies of and a perpetual, worldwide, assignable, non-
licensable, transferable, royalty-free, non-exclusive license to use 
and to prepare derivative works of (and to-manufacture, reproduce, or 
have reproduced such derivative works) all training and other manuals, 
workflow documents, business processes, data definitions, and 
instructions used by Reuters in connection with the Aftermarket 
Research Databases; and
    6. At the option of the Acquirer, copies of and a perpetual, 
worldwide, assignable, non-licensable, transferable, royalty-free, non-
exclusive license to use and to prepare derivative works of (and to 
manufacture, reproduce, or have reproduced such derivative works) the 
following software (including source code and all documentation 
relating thereto):
    i. All software used to compile, produce, operate, update, or 
maintain the Aftermarket Research Databases, including without 
limitation software for collection, aggregation, normalization, 
standardization, updating, indexing, or tagging of Aftermarket Research 
(including any software component used to implement ``embargo'' 
periods, to block certain classes of users from accessing certain 
subsets of Aftermarket Research, or for purchase tracking, reporting 
and billing), and
    ii. Any improvements, research or developments regarding the 
software described in subparagraph 6(i) above in existence at any time 
between January 1, 2007 and the Closing Date;
    7. To the extent assignable as set forth in Section N.H of the 
Final Judgment, all contracts for the supply of Aftermarket Research 
used by Reuters in the compilation, production, operation, updating, or 
maintenance of the Aftermarket Research databases; and
    8. A license to redistribute updates, additions, or future versions 
of any Aftermarket Research described in Schedule 5, on the most 
favorable (to the redistributor) terms, including royalty rate, then 
provided by the owner of such Aftermarket Research to any other 
redistributor as of the Closing Date.
    F. Exclusions: The Reuters Aftermarket Research Divestiture Assets 
do not include:
    1. Any commercially-available hardware or software (including any 
superseded hardware or software for which more recent compatible 
versions are available), except to the extent of custom software 
modifications made by or for Reuters;

[[Page 15208]]

    2. Any Reuters trademarks, service marks or brands or any licenses 
thereto (including without limitation any rights to use the names 
``Reuters'' or ``Multex,'' alone or in connection with any of the 
Reuters Aftermarket Research Divestiture Assets);
    3. Any Reuters Instrument Codes or license(s) to use or distribute 
such codes or any other proprietary identification systems of Reuters 
that are used to produce Reuters offerings other than Aftermarket 
Research and that are not necessary to the compilation, production, 
operation, updating, or maintenance of the Aftermarket Research 
Databases;
    4. Customer contracts, customer lists, or customer account 
information other than (i) information about contributors' embargo 
periods and billing arrangements as described in Paragraph E.2 above or 
(ii) information needed to effectuate the assignment of contracts in 
E.7 above; and
    5. Where Reuters uses any formulation, specification, trade secret, 
software program, patent, or source data (other than the contents of 
the Aftermarket Research Database) described above substantially in the 
production or distribution of offering(s) other than Aftermarket 
Research, Defendants may limit the Acquirer's transferable license to 
use of such intellectual property solely in activities relating to the 
field of Aftermarket Research.
    G. General Exclusions: The Divestiture Assets do not include:
    1. Land and buildings;
    2. Goodwill;
    3. Advertising materials;
    4. Backup or archival copies of software, data or documents to the 
extent they duplicate the materials being delivered to the relevant 
Acquirer(s) pursuant to Paragraphs A, C or E;
    5. Personnel other than such employees described in Schedule 2; and
    6. Any obligation to support or maintain any software or other 
intellectual property transferred to the Acquirer except as set forth 
herein or in any agreement for transitional services described in 
Section IV of the Final Judgment or in the Asset Preservation 
Stipulation and Order entered by this Court.
    H. For the avoidance of doubt, the parties shall not be required to 
divest any desktop product, including RMDS, ThomsonOnc, Thomson 
Datastream, Reuters Knowledge desktop interface, or Reuters 3000Xtra, 
except any component thereof to the limited extent, if any, that such 
component is included in the definition of Divestiture Assets, in which 
case such component(s) shall be subject to Paragraphs B.5, D.6, and 
F.5, as applicable.

                       Schedule 2.--Key Personnel
------------------------------------------------------------------------
            Role               Description of role    Location (number)
------------------------------------------------------------------------
                       1. FUNDAMENTALS [REDACTED]
------------------------------------------------------------------------
 
 
------------------------------------------------------------------------
 
 
------------------------------------------------------------------------
 
 
------------------------------------------------------------------------
                  2. RESEARCH AND ESTIMATES [REDACTED]
------------------------------------------------------------------------
 
 
------------------------------------------------------------------------
 
 
------------------------------------------------------------------------


                                                                  Additional Personnel
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                           Bangalore                Manila                  Cardiff                 Other                  Total
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                               1. FUNDAMENTALS [REDACTED]
--------------------------------------------------------------------------------------------------------------------------------------------------------
 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
 

[[Page 15209]]

 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
 
    Total
--------------------------------------------------------------------------------------------------------------------------------------------------------


 
------------------------------------------------------------------------
            Role               Description of role    Location (number)
------------------------------------------------------------------------
                         2. ESTIMATES [REDACTED]
------------------------------------------------------------------------
 
 
------------------------------------------------------------------------
 
 
------------------------------------------------------------------------
 
 
------------------------------------------------------------------------


                               Schedule 3
 
 
 
1
2
3
4
5
6
7
8
9
10
11
12
13 [REDACTED]
14
15
16
17
18
19
20
21
22
23
24
25
 


                               Schedule 4
 
 
 
1
2
3
4
5
6
7
8
9
10
11
12
13 [REDACTED]
14
15
16
17
18
19
20
21
22
23
24
25
 


                               Schedule 5
 
 
 
Lipper Fact Sheets
Lipper Mutual Fund Research
Lipper Hedge Fund Research
Reuters Company Research
Reuters Investment Profiles
StockVal Research Reports\*\
 
\*\ Discontinued in 2005.

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. The Thomson Corporation and 
Reuters Group PLC, Defendants.
    Case No.:

Competitive Impact Statement

    Plaintiff United States of America, 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

    Defendant The Thomson Corporation (``Thomson'') and Defendant 
Reuters Group PLC (``Reuters'') entered into a dual-listing agreement, 
dated May 15, 2007, pursuant to which Thomson will control 
approximately 70% of the combined businesses. The United States filed a 
civil antitrust Complaint on February 19, 2008, seeking to enjoin the 
proposed acquisition. The Complaint alleges that the likely effect of 
this acquisition would be to lessen competition substantially for the 
distribution and sale of: (1) Fundamentals data; (2) earnings estimates 
data; and (3) aftermarket research reports in violation of Section 7 of 
the Clayton Act, 15 U.S.C. 18. This loss of competition likely would 
result in increased prices for customers.
    At the same time the Complaint was filed, the United States also 
filed an Asset Preservation Stipulation and Order (``Stipulation'') and 
proposed Final Judgment, which 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 copies of Thomson's fundamentals database, Reuters' earnings 
estimates database, and Reuters' aftermarket research reports and all 
associated tangible and intangible assets necessary to operate and 
distribute the databases in a competitive manner (hereafter the 
``Divestiture Assets''). Under the terms of the Stipulation, Defendants 
will take steps to ensure that the Divestiture Assets are preserved, 
maintained and operated as economically viable and ongoing competitive 
businesses.
    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.

[[Page 15210]]

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

A. The Defendants and the Proposed Transaction

    Thomson and Reuters are information services companies with a 
substantial presence in the distribution and sale of financial data, 
software, and associated services to financial professionals. Thomson 
is a Canadian corporation with its principal place of business in 
Stamford, Connecticut--Of Thomson's 2007 annual revenue of $7.3 
billion, $2.2 billion came from the collection and distribution of a 
wide variety of financial data including securities prices, company 
profile and financial information (known as ``fundamentals''), 
financial news, earnings estimates, analyst research, and economic 
data. Thomson's leading brands include Thomson ONE terminals, FirstCall 
estimates and research, IIB/E/S estimates, and Worldscope fundamentals. 
Thomson has operations in all of the World's major markets and has 
customers around the globe.
    Reuters is a British public limited company with its principal 
place of business in London, England. Though Reuters is best known to 
consumers through its global media brand, $3.6 billion of the 
approximately $3.9 billion annual revenue through September 30, 2007, 
came from the sale of financial data products, services, and software. 
Like Thomson, Reuters collects and aggregates a broad range of 
financial and economic data, including fundamentals data, earnings 
estimates data, and aftermarket research reports. Reuters' major brands 
include its 3000 Xtra, Trader, and Station terminals; Reuters Market 
Data System software for disseminating data feeds throughout 
enterprises; Reuters Fundamentals (formerly Multex Fundamentals); and 
Reuters Estimates (formerly Multex Estimates). Reuters has operations 
and significant revenues in all major markets around the world.
    The proposed transaction, as initially agreed by Defendants on May 
15, 2007, would lessen competition substantially in the markets for 
fundamentals data, earnings estimates data, and aftermarket research 
reports. This acquisition is the subject of the Complaint and proposed 
Final Judgment filed by the United States on February 19, 2008.

B. The Competitive Effects of the Transaction on the Relevant Markets 
for Fundamentals Data, Earnings Estimates Data, and Aftermarket 
Research Reports

1. Financial Data
    Investment managers, investment bankers, traders, corporate 
managers, and others (``institutional financial data users'') use 
financial data to support investment decisions and to provide advice to 
their firms or clients. These data include relevant news information, 
pricing information on various types of investment vehicles, and 
descriptive and predictive data about individual companies, market 
sectors, and the economy. Although some financial information, such as 
delayed stock prices and basic news, is available for no charge on 
public web sites, most institutional financial data users need, and are 
willing to pay for, higher quality data such as real-time securities 
prices, real-time standardized earnings estimates, comprehensive and 
error-checked fundamentals data, pricing data for fixed-income 
securities, financial, analytic tools, and proprietary news and 
analysis.
    Financial data firms such as Thomson and Reuters deliver financial 
data and other products to their institutional financial data users 
through a variety of distribution channels. The largest is the so-
called ``terminals'' channel, whereby financial data providers package 
a number of different types of financial data, such as quotes and 
prices for a variety of financial instruments, fundamentals data, 
earnings estimates data, macroeconomic data, and real-time and 
aftermarket research: reports, as well as news, charting, and other 
analytic tools--These types of financial data, analytic tools, and 
news, sold in a variety of packaged configurations with optional 
content and features, are delivered through customized graphical user 
interfaces to institutional financial data users' desktop computers: 
These products are sold by subscription, generally on a per-user or 
enterprise basis, with pricing generally based on a single price for 
the bundled products and separately priced optional additions.
    Financial data providers like Thomson and Reuters also deliver 
financial data through electronic data feeds. Some such feeds are sold 
directly to institutional financial data users, allowing those users to 
assemble their own package of financial data, analytic tools, and news; 
integrate the data with its own applications; and distribute the data 
within its own organization to users' desktops. Feeds are also sold on 
a wholesale basis to third parties, along with redistribution rights 
allowing those firms to distribute the data to their own terminal or 
internet-based customers. Thomson and Reuters have competed to 
redistribute such data to third party providers of financial data 
terminals to institutional financial data users; These third party 
providers of financial data terminals rely on access to certain types 
of financial data, for which Thomson or Reuters are the principal 
providers.
2. Relevant Product Markets
    The Complaint alleges that the combination of Thomson and 
Reuters,--as initially agreed to by Defendants, would cause competitive 
harm in the markets for the distribution and sale of fundamentals data, 
earnings estimates data, and aftermarket research reports.
a. Fundamentals Data
    Fundamentals are data concerning the financial performance and 
other attributes of companies, including information from financial 
statements, calculated financial ratios, per share data, product 
information, and company profile data. Fundamentals data can pertain to 
both publicly traded or privately held companies and both U.S. and 
foreign companies. Financial data providers produce their fundamentals 
data by harvesting ``as reported'' information from the financial 
statements of thousands of companies and inputting the information in a 
database. The as-reported financial data then undergo processes of 
``normalization'' into a consistent language and format, and 
``standardization'' to a common accounting convention so that 
institutional financial data users can compare companies across 
currencies, geographies, and accounting standards. Financial data 
providers add additional value by combining the company data with share 
data from stock exchanges, calculating a variety of financial ratios, 
error-checking the data, and maintaining electronic distribution 
systems to reach subscribers.
    Institutional financial data users place significant value on 
fundamentals data that is available for a long time period using a 
consistent methodology. Many financial analysts and designers of 
electronic trading programs (sometimes known as ``algorithmic 
traders'') use statistical methods to decide when to buy or sell 
securities. Such institutional financial data users rely on the 
availability of many years of uniformly calculated, error-checked 
fundamentals data with which to develop and test their statistical 
models.
    Fundamentals data constitute a relevant antitrust market under 
section

[[Page 15211]]

7 of the Clayton Act. A hypothetical monopolist of fundamentals data 
would be able to impose a small but significant, non-transitory 
increase in price without losing sufficient sales to make the price 
increase unprofitable.
b. Earnings Estimates Data
    An earnings estimate is a prediction of a company's earnings, often 
expressed in terms of quarterly or yearly earnings per share. Financial 
data providers collect earnings estimates from broker reports on an 
ongoing basis. Collecting earnings estimates data involves obtaining 
the research reports from a wide range of brokerage houses and other 
financial institutions. Some firms maintain databases of published 
earnings estimates going back years or decades. Errors in the data are 
corrected, and as-reported data is normalized according to common 
accounting conventions. Financial data providers also calculate various 
consensus estimates across industries or sectors. These functions add 
significant value.
    Institutional financial data users use earnings estimates data when 
they decide whether to trade or invest in individual securities. Some 
institutional financial data users use historical earnings estimates 
data to evaluate investment strategies. For example, an analyst with a 
quantitative model for evaluating stock investments may back-test the 
proposed model with ten years of earnings history data to determine 
whether the model would have accurately predicted past price movements.
    The distribution and sale of earnings estimates data is a relevant 
antitrust market under Section 7 of the Clayton Act. A hypothetical 
monopolist in the distribution of earnings estimates data would be able 
to impose a small but significant, non-transitory increase in price 
without losing sufficient sales to make the price increase 
unprofitable.
c. Aftermarket Research Reports
    Research reports are detailed research documents prepared by 
analysts at investment banks and brokerage firms which evaluate the 
prospects of specific securities. These reports explain analysts' 
opinions and include financial projections, such as the company's 
projected earnings per share of stock at the end of the company's next 
fiscal quarter.
    A financial institution typically provides research reports to its 
customers immediately, so that customers can use the research in 
trading--Such customers may obtain reports through a financial data 
terminal, by email, or from authorized password-protected websites. 
Later, after an embargo period of days or weeks, banks and brokerages 
typically allow their reports to be released, sometimes for a fee, to 
other third parties.
    Financial data providers aggregate and distribute research reports 
from hundreds of investment banks and brokerages, distribute them in 
real-time to entitled customers of the authoring investment banks and 
brokerages upon publication, and offer to sell them to other third 
parties once they are no longer embargoed (i.e., in the 
``aftermarket''). As relevant here, in order to provide their 
aftermarket research distribution services, financial data providers 
have developed infrastructure including a database of the reports and 
an electronic distribution system. These finis also create and maintain 
indices, tables of contents, and search tools so that third parties 
interested in purchasing research in the aftermarket can locate and 
compare the research reports available for purchase without having to 
contact individual banks and brokerages.
    The distribution and sale of aftermarket research reports 
constitutes a relevant antitrust market under section 7 of the Clayton 
Act. A hypothetical monopolist in the distribution and sale of such 
reports would be able to impose a small but significant, non-transitory 
increase in price without losing sufficient sales to make the price 
increase unprofitable.
3. Relevant Geographic Market
    Fundamentals data, earnings estimates data, and aftermarket 
research reports are purchased and sold throughout the world by firms 
that offer their products on a global basis. The world constitutes a 
relevant geographic market for the distribution and sale of 
fundamentals data, earnings estimates data, and aftermarket research 
reports.
4. Anticompetitive Effects
a. Fundamentals Data
    Defendants are two of the world's top four providers of 
fundamentals data. Their products, Thomson Worldscope and Reuters 
Fundamentals, are highly regarded and well-accepted among institutional 
financial data users, including investment bankers, traders, money 
managers, and corporate managers. For institutional financial data 
users who require global coverage and significant historical content, 
Thomson's and Reuters' fundamentals products are each others' closest 
competitive substitutes. The loss of head-to-head competition between 
Thomson and Reuters will make it likely that Thomson will unilaterally 
increase the price of fundamentals data. The combined firm likely would 
increase price both to institutional financial data users to whom they 
sell fundamentals data directly, either via data feed or as part of a 
financial data terminal product sold by Thomson or Reuters, as well as 
to institutional financial data users to whom Thomson and Reuters sell 
indirectly, via resellers that offer financial data terminals in 
competition with Thomson and Reuters. The combined firm would have the 
incentive and ability to increase the cost of data sold to resellers, 
or to discontinue such supply of fundamentals data altogether.
    The response of other financial data providers will not prevent or 
undo the competitive harm that will likely result from the proposed 
merger. To the extent other providers rely on fundamentals data 
acquired from Thomson or Reuters, the combined firm would control the 
cost and availability of such data. Responses by firms with independent 
access to fundamentals data also would be unlikely to prevent or undo 
the transaction's competitive share. A significant number of 
institutional financial data users regard the products of Thomson and 
Reuters as their first and second choices when purchasing fundamentals 
data, and consider fundamentals data products offered by other 
financial data providers to be distant third choices. An insufficient 
number of institutional financial data users would switch to a 
competing fundamentals data product to defeat a price increase imposed 
unilaterally by the merged firm. Nor would entry or expansion by other 
financial data providers be sufficient to defeat the likely 
anticompetitive effects of Thomson's proposed acquisition of Reuters 
because entry into the market for fundamentals data is difficult, time 
consuming and costly.
    Thomson and Reuters currently constrain each others' prices in the 
market for fundamentals data, and the elimination of competition 
between them will cause competitive harm in the form of an increased 
likelihood of higher prices and reduced quality for fundamentals data 
in violation of section 7 of the Clayton Act.
b. Earnings Estimates Data
    Defendants are two of the three largest suppliers of earnings 
estimates data in the world, with a combined market share in excess of 
70%. Moreover, for institutional financial data users that require 
earnings estimates data with broad, global, and historical coverage,

[[Page 15212]]

Defendants' earnings estimates products are each others' closest 
competitive substitutes. The loss of head-to-head competition between 
Thomson and Reuters will make it likely that Thomson will unilaterally 
increase the price of earnings estimates data. The combined firm likely 
would increase the price of earnings estimates data both to 
institutional financial data users to whom they sell estimates data 
directly, either via data feed or as part of a financial data terminal 
product sold by Thomson or Reuters, as well as to institutional 
financial data users to whom Thomson and Reuters sell indirectly, via 
resellers that offer financial data terminals in competition with 
Thomson and Reuters. The combined firm would have the incentive and 
ability to increase the cost of data sold to resellers, or to 
discontinue such supply of earnings estimates data altogether.
    The response of other financial data providers will not prevent or 
undo the competitive harm that will likely result from the proposed 
merger. To the extent other financial data providers rely on earnings 
estimates data acquired from Thomson or Reuters, the combined firm 
would control the cost and availability of such data. Responses by 
firms with independent access to earnings estimates data also would be 
unlikely to prevent or undo the transaction's competitive harm. A 
significant number of institutional financial data users regard the 
products of Thomson and Reuters as their first and second choices when 
purchasing earnings estimates data, and consider earnings estimates 
data offered by other financial data providers to be distant third 
choices. An insufficient number of institutional financial data users 
would switch to a competing earnings estimates data product to defeat 
an anticompetitive price increase. Nor would entry or expansion by 
other financial data providers be sufficient to defeat the likely 
anticompetitive effects of Thomson's proposed acquisition of Reuters 
because entry into the market for earnings estimates data is difficult, 
time consuming and costly.
    Thomson and Reuters currently constrain each others' prices in the 
market for earnings estimates data, and the elimination of competition 
between them will cause competitive harm in the form of an increased 
likelihood of higher prices and reduced quality for earnings estimates 
data in violation of section 7 of the Clayton Act.
c. Aftermarket Research Reports
    Defendants are the number one and two distributors of aftermarket 
research reports in the world, with a combined market share in excess 
of 90%. Both are significantly larger than the third largest 
distributor of aftermarket research reports. Thomson and Reuters are 
each others' two closest substitutes in the distribution and sale of 
aftermarket research reports. The loss of head-to-head competition 
between Thomson and Reuters will make it likely that Thomson will 
unilaterally increase the price of aftermarket research reports.
    The responses of other financial data providers would not prevent 
or undo the competitive harm that will likely result from the proposed 
merger. Other firms lack the requisite relationships with hundreds of 
investment banks and brokerage fines and a comprehensive collection of 
research reports, which is both highly valued by institutional 
financial data users and extremely costly to duplicate. A significant 
number of financial data users regard the products distributed by 
Thomson and Reuters as their first and second choices when purchasing 
aftermarket research reports, and consider aftermarket research report 
distribution offered by other financial data providers to be distant 
third choices. An insufficient number of institutional financial data 
users would switch to a competing aftermarket research report 
distributor to defeat a price increase imposed unilaterally by the 
merged firm. Nor would entry or expansion by other financial data 
providers be sufficient to defeat the likely anticompetitive effects of 
Thomson's proposed acquisition of Reuters because entry into the market 
for aftermarket research reports is difficult, time consuming, and 
costly.
    Thomson and Reuters currently constrain each others' prices in the 
market for aftermarket research reports, and the elimination of 
competition between them will cause competitive harm in the form of an 
increased likelihood of higher prices and reduced quality for 
aftermarket research reports in violation of section 7 of the Clayton 
Act.

III. Explanation of the Proposed Final Judgment

A. The Divestiture Assets

    The Divestiture Assets, described in detail in Schedule 1 to the 
proposed Final Judgment, include all of the assets necessary for an 
Acquirer(s) that possesses the capability to service institutional 
financial data users to provide independent and economically viable 
competition to the merged firm in the markets for distribution and sale 
of fundamentals data, earnings estimates data, and aftermarket research 
reports. The sale of the Divestiture Assets to a qualified Acquirer(s) 
will thus remedy the anticompetitive effects alleged in the Complaint.
    The Divestiture Assets have been carefully tailored to maintain the 
level of competition that currently exists while avoiding significant 
and unnecessary disruption for Defendants' customers that purchase 
bundled terminal services and respecting the intellectual property 
rights of third parties. The Divestiture Assets include (1) 
Intellectual property (copies of databases, along with software and 
technical information), (2) rights to hire necessary personnel, (3) 
assignment of contributor contracts, (4) assignment of certain customer 
contracts that will provide the Acquirer(s) access to an on-going 
revenue stream, and (5) a variety of transitional support services. 
Specifically, the Defendants are required to divest copies of the 
source databases of (1) Thomson's Worldscope fundamentals products, 
(ii) Reuters' earnings estimates products, and (iii) Reuters' 
aftermarket research products (which together encompass all of the data 
and/or research contained in the databases used by Thomson or Reuters 
to compete in the relevant markets), along with all tangible and 
intangible assets that an Acquirer(s) would need to operate and 
maintain the databases and promptly use them to produce competitively 
viable fundamentals, earnings estimates, and aftermarket research 
products. The proposed Final Judgment requires the Defendants to 
provide the Acquirer(s) rights to intellectual property, such as 
software or trade secrets, used to produce and maintain fundamentals 
data, earnings estimates data, or aftermarket research reports, even if 
Thomson or Reuters also use those assets for products that are not 
being divested. With respect to those Divestiture Assets that 
Defendants make substantial use of for products other than those 
relating to fundamentals, earnings estimates, and aftermarket research, 
the Defendants may restrict the use by the Acquirer(s) of such assets 
to the field of fundamentals, earnings estimates, and aftermarket 
research, as appropriate. Finally, the proposed Final Judgment does not 
require the Defendants to divest certain tangible and intangible assets 
used in connection with the Defendants' fundamentals, earnings 
estimates, and aftermarket research products the divestiture of which 
would not advance the ability of the Acquirer(s) to compete effectively 
in the pertinent market, given that the Acquirer(s) would have its own 
access

[[Page 15213]]

to such assets. For example, the Defendants need not divest 
commercially available hardware and software, their trademarks, or land 
and buildings.

B. Selected Provisions of the Proposed Final Judgment

    The proposed Final Judgment requires Defendants to take several 
steps to assist the Acquirer(s) in using the Divestiture Assets in 
order to enable the Acquirer(s) to provide prompt and effective 
competition in the relevant markets. Paragraph IV(C) provides that the 
Defendants must provide the Acquirer(s) with information about key 
personnel, identified in Schedule 2 to the proposed Final Judgment, 
involved in operating the Divestiture Assets, so that the Acquirer(s) 
can make offers of employment to such persons. That Paragraph also 
prohibits Defendants from interfering with any negotiations by the 
Acquirer(s) to employ such personnel Paragraph IV(D) prohibits the 
Defendants from re-hiring any such persons for a period of 18 months 
from the date of filing of the Complaint.
    Because the Acquirer(s) may need assistance in developing a 
detailed understanding of the databases and software comprising the 
Divestiture Assets, and may need time to develop their own capabilities 
to update the databases on an ongoing basis, Paragraph IV(K) of the 
proposed Final Judgment gives the Acquirer(s) the option to enter into 
a transitional support agreement for up to one year for aftermarket 
research reports and up to 1.8 months for fundamentals and earnings 
estimates data. At the option of the Acquirer(s), such a transitional 
support agreement may require the combined firm to provide consulting 
and support services as well as regular updates to the databases 
comparable to those made by the combined firm to its own comparable 
databases.
    In order to enable the Acquirer(s) to become a viable competitor in 
the markets for earnings estimates data and aftermarket research, 
Paragraph N(G) of the proposed Final Judgment, for a period of two (2) 
years, prohibits Defendants from entering into any new exclusive 
agreements with third-party contributors of such data, and limits the 
terms and conditions under which Defendants may renew existing 
exclusive agreements with third-party contributors of such data.
    Other provisions of the proposed Final Judgment also take into 
account that the fundamentals, earnings estimates, and aftermarket 
research databases to be divested contain material contributed by third 
parties over which those third parties assert continuing intellectual 
property rights pursuant to contracts with the Defendants. The proposed 
Final Judgment gives the Acquirer(s) access to such third-party 
contributed data in a manner that respects the third parties' rights. 
Specifically, Paragraph IV(H), regarding earnings estimates data and 
aftermarket research reports, requires that the Defendants use their 
best efforts to assign to the Acquirer(s) all contracts with third 
parties for contributed data. Where the Defendants obtain assignment of 
the contribution contracts to the Acquirer(s) (or otherwise obtain the 
third parties' consent), copies of the third-party content will pass to 
the Acquirer(s) as part of the Divestiture Assets. Where such 
assignments or other third-party consent are not obtained on or before 
the sale of the applicable Divestiture Assets, Defendants must continue 
to use their best efforts to obtain assignments of such contracts until 
the earlier of (1) The date on which the Acquirer(s) of the Reuters 
earnings estimates and aftermarket research databases have contribution 
agreements with eighty percent (80%) of all third-party contributors 
and 22 of the 25 most significant contributors (identified in Schedules 
3 and 4 to the proposed Final Judgment) that provided earnings 
estimates data and/or aftermarket research reports to Reuters pursuant 
to contract as of the filing date of the Complaint; or (2) two years 
after the date of entry of the Final Judgment. Paragraph IV(I) contains 
similar requirements relating to the assignment of third-party 
contracts for fundamentals data. To the extent necessary third-party 
consents for fundamentals data, earnings estimates data, or aftermarket 
research reports are not obtained before Defendants complete the sale 
of the applicable Divestiture Assets, Paragraph IV(J) obligates the 
Defendants to maintain copies of third-party content, which will be 
provided to the Acquirer(s), with all intervening updates, at the same 
time as needed consents are obtained.
    Paragraph V of the proposed Final Judgment permits the appointment 
of a Monitoring Trustee by the United States in its sole discretion and 
in good faith consultation with the European Commission, subject to the 
Court's approval. If appointed, the Monitoring Trustee will have the 
power and authority to monitor Defendants' compliance with the terms of 
the Final Judgment and the Stipulation. The Monitoring Trustee will 
have access to all personnel, books, records, and information necessary 
to monitor such compliance, and will serve at the cost and expense of 
Thomson. The Monitoring Trustee will file monthly reports with the 
United States and the Court setting forth Defendants' efforts to comply 
with their obligations under the proposed Final Judgment and the 
Stipulation.
    1. The European Commission (``EC'') conducted a parallel 
investigation of the proposed acquisition of Reuters by Thomson. To 
remedy competition concerns in Europe, the Defendants have entered into 
Commitments to the EC to restore competition in certain markets, 
including those for fundamentals data, earnings estimates data, and 
aftermarket research reports. Although the substantive provisions of 
the proposed Final Judgment and the EC Commitments are much the same, 
there will be a need for consultations between the Department of 
Justice and EC regarding certain events such as the selection of the 
Monitoring Trustee, Old Divestiture Trustee, if necessary, and approval 
of the Acquirer(s).
    When the United States seeks a divestiture to remedy an antitrust 
harm in the context of an acquisition, it requires that the divestiture 
be completed within the shortest period of time reasonable under the 
circumstances. Paragraph IV(A) of the proposed Final Judgment requires 
the Defendants to complete the sale of the Divestiture Assets within 60 
calendar days after the filing of the Complaint, or five calendar days 
after notice of the entry of this Final Judgment by the Court, 
whichever is later.
    2. The proposed Final Judgment also provides that this 60-day time 
period may be extended by the United States in its sole discretion for 
a total period not exceeding 60 calendar days, and that the Court will 
receive prior notice of any such extension.
    Sale of the Divestiture Assets may be made to one or more 
Acquirers, provided that in each instance it is demonstrated to the 
sole satisfaction of the United States that the assets will remain 
viable and the divestiture of the assets will remedy the competitive 
harm alleged in the Complaint. The assets must be divested in such a 
way as to satisfy the United States in its sole discretion that the 
assets can and will be used by the Acquirer(s) as part of a viable, 
ongoing business that can compete effectively in the relevant markets. 
Defendants must take all reasonable steps necessary to accomplish the 
divestitures quickly and shall cooperate with prospective purchasers.

[[Page 15214]]

    Paragraph VI of the proposed Final Judgment provides that, in the 
event the Defendants do not accomplish the divestitures within the 
periods prescribed in the proposed Final Judgment, the Court will 
appoint a Divestiture Trustee, selected by the United States in good 
faith consultation with the European Commission, to effect the 
divestitures. If a Divestiture Trustee is appointed, the proposed Final 
Judgment provides that Defendants will pay all costs and expenses of 
the Divestiture Trustee. The Divestiture Trustee's fee arrangement will 
be structured 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. At the end of six months, if the divestitures have not 
been accomplished, the Divestiture 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 the term of the Divestiture Trustee's 
appointment.
    Taken together, the assets to be divested and the other obligations 
imposed by the proposed Final Judgment will enable a qualified 
Acquirer(s) with a demonstrated ability to distribute financial data to 
institutional financial data users to provide prompt and effective 
competition with the combined firm in the markets for fundamentals 
data, earnings estimates data, and aftermarket research, both by 
distributing such data directly to institutional financial data 
customers on a stand-alone basis, and by ensuring that providers of 
financial data terminal services have access to such data front a 
source other than the combined fine and are thus able to distribute 
such data to institutional financial data customers that purchase such 
data through financial data terminals.

C. Asset Presentation: Stipulations and Order

    Defendants have entered into the Stipulation, filed simultaneously 
with the Court, to ensure that, pending the divestitures, the 
Divestiture Assets are maintained as ongoing, economically viable, and 
active business concerns, and Defendants will accomplish the 
divestitures required by the proposed Final Judgment. The Stipulation 
will ensure that the Assets are preserved and maintained in a condition 
that allows the divestitures to be effective. It specifically requires 
that the Defendants not take any steps to disrupt the provision of data 
to firms that resell such data in competition with them until the 
Acquirer(s) are able to be a viable alternative source for such data. 
It also requires that the parties independently price the stand-alone 
sale of any relevant product; Defendants' compliance with these 
provisions will be monitored by the independent Monitoring Trustee and 
enforced by the Court.
    The Stipulation does not more broadly require the Defendants to 
operate their own products that include the databases to be divested as 
separate and independent businesses: The United States concluded in the 
unique circumstances of this case that such a requirement was not 
necessary to ensure effective relief or protect competition pending the 
completion of the required divestitures.

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 will have no prima facie effect in 
any subsequent private lawsuit that may be brought against Defendants.

V. Procedures Available for Modification of the Proposed Final Judgment

    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered by the Court after compliance with the 
provisions of the APPA, provided that the United States has not 
withdrawn its consent. The APPA conditions entry upon the Court's 
determination that the proposed Final Judgment is in the public 
interest.
    The APPA provides a period of at least 60 days preceding the 
effective date of the proposed Final Judgment within which any person 
may submit to the United States written comments regarding the proposed 
Final Judgment. Any person who wishes to comment should do so within 
sixty (60) days of the date of publication of this Competitive Impact 
Statement in the Federal Register, or the last date of publication in a 
newspaper of the summary of this Competitive Impact Statement, 
whichever is later. All comments received during this period will be 
considered by the United States Department of Justice, which remains 
free to withdraw its consent to the proposed Final Judgment at any time 
prior to the Court's entry of judgment. The comments and the response 
of the United States will be filed with the Court and published in the 
Federal Register.
    Written comments should be submitted to: James J. Tierney, Chief, 
Networks and Technology Enforcement Section, Antitrust Division, United 
States Department of Justice, 600 E Street, NW., Suite 9500, 
Washington, DC 20530.
    The proposed Fit-tat 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 Thomson's acquisition of 
Reuters. The United States is satisfied, however, that the divestiture 
of assets described in the proposed Final Judgment will preserve 
competition for the distribution and sale of fundamentals data, 
earnings estimates data and aftermarket research reports. Thus, the 
proposed Final Judgment would achieve all or substantially all of the 
relief the United States would have obtained through litigation, but 
avoids the time, expense, and uncertainty of a full trial on the merits 
of the Complaint.

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

    The Clayton Act, as amended by the APPA, requires that proposed 
consent judgments in antitrust cases brought by the United States be 
subject to a 60-day comment period, after which the court shall 
determine whether entry of the proposed Final Judgment ``is in the 
public interest.'' 15 U.S.C. 16(e)(1). In making that determination, 
the court, in accordance with the statute as amended in 2004, is 
required to consider:

    (A) The competitive impact of such judgment, including 
termination of alleged violations, provisions for enforcement and 
modification, duration of relief sought, anticipated effects of 
alternative remedies

[[Page 15215]]

actually considered, whether its terms are ambiguous, and any other 
competitive considerations bearing upon the adequacy of such 
judgment that the court deems necessary to a determination of 
whether the consent judgment is in the public interest; and
    (B) the impact of entry of such judgment upon competition in the 
relevant market or markets, upon the public generally and 
individuals alleging specific injury from the violations set forth 
in the complaint including consideration of the public benefit, if 
any, to be derived from a determination of the issues at trial.

    15 U.S.C. 16(c)(1)(A) & (B). In considering these statutory 
factors, the court's inquiry is necessarily a limited one as the 
government is entitled to 'broad discretion to settle with the 
defendant within the reaches of the public interest,'' United States v. 
Microsoft Corp.; 56 F.3d 1448, 1461 (D.C. Cir. 1995); see generally 
United States v. SBC Commc'ns, Inc., 489 F. Supp. 2d 1 (D.D.C 2007) 
(assessing public interest standard under the Tunney Act).
    3. The 2004 amendments substituted ``shall'' for ``may'' in 
directing relevant factors for court to consider and amended the list 
of factors to focus on competitive considerations and to address 
potentially ambiguous judgment terms. Compare 15 U.S.C. 16(e) (2004), 
with 15 U.S.C.. 16(e)(1) (2006); see also SBCCommc'ns, 489 F. Supp. 2d 
at 1 t (concluding that the 2004 amendments ``effected minimal 
changes'' to Tunney Act review);
    As the United States Court of Appeals for the District of Columbia 
Circuit has held, under the APPA a court considers, among other things, 
the relationship between the remedy secured and the specific 
allegations set forth in the government's complaint, whether the decree 
is sufficiently clear, whether enforcement mechanisms are sufficient, 
and whether the decree may positively harm third parties. See 
Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the 
relief secured by the decree, a court may not ``engage in an 
unrestricted evaluation of what relief would best serve the public.'' 
United States v BNS, Inc., 858 F.2d 456, 462 (9th Cir. 1988) (citing 
United States', Bechtel Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see 
also.Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 
F. Supp. 2d 37.40 (D.D.C. 2001). 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).4 In 
determining whether a proposed settlement is in the public interest, a 
district court ``must accord deference to the government's predictions 
about the efficacy of its remedies, and may not require that the 
``remedies perfectly match the alleged violations' '' SBC Commc'ns, 489 
F. Stipp. 2d at 17; see also Microsoft, 56 F.3d at 1461 (noting the 
need for courts to be ``deferential to the government's predictions as 
to the effect of the proposed remedies'); United States v. Archer-
Daniels , Midland Co., 272 F. Supp., 2d 1, 6 (D.D.C. 2003) (noting that 
the court should grant due respect to the United States' prediction as 
to the effect of proposed remedies, its perception of the market 
structure, and its views of the nature of the case).
    4. Cf. BNS, 858 F.2d at 464 (holding that the court's ``ultimate 
authority under the [APPA] is limited to approving or disapproving the 
consent decree'); United States v. Gillette Co., 406 F. Supp. 713, 716 
(D. Mass. 1975) (noting that, in this way, the court is constrained to 
``look at the overall picture not hypercritically, nor with a 
microscope, but with an artist's reducing glass''). See generally 
Microsoft, 56 F.3 d at 1461 (discussing whether ``the remedies 
[obtained in the decree are] so inconsonant with the allegations 
charged as to fall outside of the `reaches of the public interest' '').
    Courts have greater flexibility in approving proposed consent 
decrees than in crafting their own decrees following a finding of 
liability in a litigated matter. ``[A] proposed decree must be approved 
even if it falls short of the remedy the court would impose on its own, 
as long as it falls within the range of acceptability or is `within the 
reaches of public interest.' '' United States v. Am. Tel & Tel. Co., 
552 F. Supp. 131, 151 (D.D.C. 1982) (citations omitted) (quoting United 
States v. Gillette Co., 406 F. Supp. 713, 716 (D. Mass. 1975)), aff'd 
sub norn. Maryland v. United States, 460 U.S. 100 1 (1983); see also 
United States v. Alcan Aluminum Ltd., 605 F. Supp.. 619, 622 (W.D. Ky. 
1985) (approving the consent decree even though the court would have 
imposed a greater remedy). To meet this standard, the United States 
``need only provide a factual basis for concluding that the settlements 
are reasonably adequate remedies for the alleged harms.'' SBCCoinmc'ns, 
489 F. Supp. 2d at 17.
    Moreover, the court's role under the APPA is limited to reviewing 
the remedy in relationship to the violations that the United States has 
alleged in its Complaint, and does not authorize the court to 
``construct [its] own hypothetical case and then evaluate the decree 
against that case.'' Microsoft, 56 F.3d at 1459. 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. As this Court recently confirmed in SBC Communications, 
courts ``cannot look beyond the complaint in making the public interest 
determination unless the complaint is drafted so narrowly as to make a 
mockery of judicial power.'' SBCL'ornmc'ns, 489 F. Supp. 2d at 15.
    In its 2004 amendments, Congress made clear its intent to preserve 
the practical benefits of utilizing consent decrees in antitrust 
enforcement, adding the unambiguous instruction that ``[n]othing in 
this section shall be construed to require the court to conduct an 
evidentiary hearing or to require the court to permit anyone to 
intervene.'' 15 U.S.C. 16(e)(2). The language wrote into the statute 
what Congress intended when it enacted the Tunney Act in 1974, as 
Senator Tunney explained: ``[t]he court is nowhere compelled to go to 
trial or to engage in extended proceedings which might have the effect 
of vitiating the benefits of prompt and less costly settlement through 
the consent decree process-.'' 119 Cong. Rec. 24,598 (1973) (statement 
of Senator Tunney). Rather, the procedure for the public interest 
determination is left to the discretion of the court, with the 
recognition that the court's ``scope of review remains sharply 
proscribed by precedent and the nature of Tunney Act proceedings.'' SBC 
Commc'ns, 489 F. Supp, 2d at 11.
    5. See United States v. Enova Corp., 107 F. Supp. 2d 10, 17 (D.D.C. 
2000) (noting that the ``Tunney Act expressly allows the court to make 
its public interest determination on the basis of the competitive 
impact statement and response to comments alone''); S. Rep. No. 93-298, 
93d Cong., 1st Sess., at 6 (1973)(''Where the public interest can be 
meaningfully evacuated simply on the basis of beefs and oral arguments, 
that

[[Page 15216]]

is the approach that should be utilized.''); United States v. Hid-Ant. 
Dairymen, Inc., 1977-1 Trade Cas. (CCH) Sec.  61,508; at 71,980 (W.D. 
Mo. 1977) (``Absent a showing of corrupt failure of the government to 
discharge its duty, the Court, in making its public interest finding, 
should ... carefully consider the explanations of the government in the 
competitive impact statement and its responses to comments in order to 
determine whether those explanations are reasonable under the 
circumstances'').

VIII. Determinative Documents

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

Dated: February 19, 2008.

    Respectfully submitted,

Robert P. Mahnke
N. Scott Sacks
Mary N. Strimel (D.C. Bar 455303)
Aaron Comenetz (D.C. Bar 479572)
Adam T. Severt
Ryan S. Struve (D.C. Bar 495406)
Aaron G. Brodsky,
Attorneys
U.S. Department of Justice, Antitrust Division, Networks and, 
Technology Enforcement Section, 600 E Street, NW., Suite 9500, 
Washington, DC 20530, (202) 307-6200.

[FR Doc. E8-5577 Filed 3-20-08; 8:45 am]
BILLING CODE 4410-11-M