[Federal Register Volume 80, Number 183 (Tuesday, September 22, 2015)]
[Notices]
[Pages 57205-57216]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-24044]



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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. General Electric Company, et al.; Proposed Final 
Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 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. General Electric Company, et. al., Civil Action 
No. 15-1460. On September 8, 2015, the United States filed a Complaint 
alleging that General Electric's proposed acquisition of Alstom S.A.'s 
power-related businesses would violate Section 7 of the Clayton Act, 15 
U.S.C. 18. The proposed Final Judgment, filed at the same time as the 
Complaint, requires General Electric to divest Power Systems Mfg., LLC.
    Copies of the Complaint, proposed Final Judgment, and Competitive 
Impact Statement are available for inspection on the Antitrust 
Division's Web site at http://www.justice.gov/atr and at the Office of 
the Clerk of the United States District Court for the District of 
Columbia. Copies of these materials may be obtained from the Antitrust 
Division upon request and payment of the copying fee set by Department 
of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, including the name of the submitter, and 
responses thereto, will be posted on the Antitrust Division's Web site, 
filed with the Court, and, under certain circumstances, published in 
the Federal Register. Comments should be directed to Maribeth Petrizzi, 
Chief, Litigation II Section, Antitrust Division, Department of 
Justice, 450 Fifth Street NW., Suite 8700, Washington, DC 20530 
(telephone: 202-307-0924).

Patricia A. Brink,
Director of Civil Enforcement.

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    UNITED STATES OF AMERICA, U.S. Department of Justice, Antitrust 
Division, 450 Fifth Street NW., Suite 8700, Washington, DC 20530, 
Plaintiff, v. GENERAL ELECTRIC COMPANY, 3135 Easton Turnpike, 
Fairfield, Connecticut 06828, ALSTOM S.A., 3, Avenue Andr[eacute] 
Malraux, 92309 Levallois-Perret Cedex, France, and POWER SYSTEMS 
MFG., LLC, 1440 West Indiantown Road, Jupiter, Florida 33458, 
Defendants.

CASE NO.: 1:15-cv-01460-RMC
JUDGE: Amy Berman Jackson
FILED: 09/08/2015

COMPLAINT

    The United States of America (``United States''), acting under the 
direction of the Attorney General of the United States, brings this 
civil antitrust action to enjoin the proposed acquisition of Alstom 
S.A. and Power Systems Mfg., LLC (``PSM'') by General Electric Company 
(``GE'') and to obtain other equitable relief. The United States 
alleges as follows:

I. NATURE OF THE ACTION

    1. GE proposes to acquire PSM, a Florida-based wholly owned 
subsidiary of Alstom. GE is a leading producer of large gas turbines 
used in the United States for the production of electricity. GE and PSM 
are the two leading providers of aftermarket parts and service for the 
most common gas turbine model used for power generation in the United 
States, the GE 7FA, which represents nearly 70 percent of the GE 
installed base of gas turbines.
    2. The proposed acquisition would eliminate head-to-head 
competition between GE and PSM. For a significant number of customers, 
typically power generation companies, GE and PSM are by far the two 
best sources of aftermarket parts and service for GE 7FA gas turbines, 
with a combined market share of approximately 92 percent. The proposed 
acquisition likely would give GE the ability to raise prices or 
decrease the quality of service provided to these customers. In 
addition, the proposed acquisition would eliminate PSM as a vigorous 
product innovator for the GE installed base and likely would reduce 
GE's incentive to innovate in response to PSM. As a result, the 
proposed acquisition likely would substantially lessen competition in 
the development, manufacture, and sale of gas turbine aftermarket parts 
and service in the United States, in violation of Section 7 of the 
Clayton Act, 15 U.S.C. 18.

II. THE DEFENDANTS AND THE TRANSACTION

    3. Defendant General Electric Company is a New York corporation 
with its principal offices in Fairfield, Connecticut. GE is a global 
manufacturing, technology and services company. GE's subsidiary, GE 
Power and Water, provides power generation, energy delivery, and water 
process technologies in a number of areas of the energy industry, 
including wind and solar, biogas and alternative fuels, and coal, oil, 
natural gas, and nuclear energy. GE offers a wide spectrum of heavy-
duty gas turbines. GE also is the dominant supplier of aftermarket 
parts and service for GE gas turbines. In 2014, GE's worldwide revenues 
were $148.6 billion, and its U.S. revenues from aftermarket parts and 
service for GE 7FA gas turbines were approximately $730 million.
    4. Defendant Power Systems Mfg., LLC, a Delaware corporation 
headquartered in Jupiter, Florida, is a wholly owned subsidiary of 
Alstom, a French corporation headquartered in Levallois-Perret, France. 
Alstom offers global power generation, electric grid, and rail solution 
products and services. PSM provides aftermarket parts and service for a 
variety of engines manufactured by other companies and for GE gas 
turbine engines, including the GE 7FA model. In 2014, PSM's worldwide 
revenues were approximately $226 million, and its U.S. revenues for 
aftermarket parts and service for GE 7FA gas turbines were 
approximately $90 million.
    5. Pursuant to a set of agreements dated November 4, 2014, GE 
intends to enter a multi-stage transaction with Alstom. First, GE will 
purchase Alstom's thermal and renewable power and grid business. Then, 
Alstom will acquire GE's rail signaling business. Finally, GE and 
Alstom will enter three joint ventures, each 51 percent owned by GE, 
involving the renewable energy businesses, the grid, and a global 
nuclear and French steam turbine business, in which the French 
government subsequently will obtain preferred shares and governance 
rights. GE will maintain complete ownership of the thermal power 
business, including PSM, acquired from Alstom. The value of the multi-
stage transaction is approximately $13.8 billion.

III. JURISDICTION AND VENUE

    6. The United States brings this action pursuant to 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 Action, 15 U.S.C. 
18.
    7. Defendants GE and PSM develop, manufacture, and sell aftermarket 
parts and service for GE 7FA gas turbines in the flow of interstate 
commerce. Defendants' activities in the development, manufacture, and 
sale of aftermarket parts and service for GE 7FA gas turbines 
substantially affect interstate commerce. The Court has subject-matter 
jurisdiction over this action pursuant to Section 15 of the Clayton 
Act, 15 U.S.C. 25, and 28 U.S.C. 1331, 1337(a), and 1345.
    8. Defendants have consented to venue and personal jurisdiction in 
the District of Columbia. Venue is therefore proper in this District 
under Section 12

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of the Clayton Act, 15 U.S.C. 22, and 28 U.S.C. 1391(c).

IV. TRADE AND COMMERCE

A. Industry Background

    9. Gas turbines are a type of internal combustion engine in which 
burning of an air-fuel mixture produces hot gases that spin a turbine 
to produce power. Gas turbines have been used to generate electricity 
since the 1930s. Today, gas turbines are widely used for power 
generation throughout the United States.
    10. The key internal working parts of a gas turbine engine are the 
rotor, the buckets (also known as blades), and the nozzles (also known 
as vanes). The rotor is the main rotating component of the turbine. The 
buckets and nozzles are located in the combustion chamber and for the 
GE 7FA are configured in three stages. Stage one parts are the most 
difficult to design and manufacture, due to required heat tolerances, 
and are the most costly. The combustion chamber of the turbine is 
super-heated during its operation and the bucket and nozzle parts must 
be cooled to prevent melting the alloy materials that comprise the 
chamber. A full set of replacement parts typically can range in price 
from several million dollars up to $15 million.
    11. Gas turbines may be classified as mature or non-mature. 
Maturity relates to whether the gas turbine has been in operation long 
enough for aftermarket firms to reverse engineer and manufacture 
formerly proprietary replacement parts. Generally, a turbine is 
considered mature within 10 to 15 years after it is introduced into the 
market or installed. Mature turbines, like other mechanical equipment, 
require servicing and new or refurbished replacement parts.
    12. GE 7FA gas turbines have life spans of approximately 30 years. 
Service is needed every three to eight years, with major overhauls 
required every 10 to 16 years. Gas turbine aftermarket parts and 
service can be provided by the original equipment manufacturer 
(``OEM'') that manufactured the original equipment or by an independent 
service provider. With the initial sale of the gas turbine, the OEM and 
the customer usually enter into a long-term service agreement 
(``LTSA''), which may range from five to 15 years in duration. LTSAs, 
which are typically based on total hours of operation, cover the 
provision of replacement parts and service after the installation of 
the turbine. If a customer enters into a LTSA with the OEM, typically 
an independent service provider is unable to compete for the 
replacement parts or service business of that customer for the length 
of that LTSA. Independent service providers may compete for a 
customer's replacement parts and service business only upon the 
expiration of the LTSA. The OEM, however, often seeks to enter another 
LTSA when the first LTSA expires.
    13. Some independent service providers offer only aftermarket 
service or a limited range of aftermarket parts. Generally, more firms 
provide older parts or basic services; fewer are able to provide parts 
or services that satisfy the heat tolerances of the first stage of the 
hot gas portion of the gas turbine. GE's 7FA gas turbine was first 
installed in 1990 and remains the most common and one of the most 
technologically advanced GE models installed today. Only a limited 
number of firms have the capability and experience to reverse engineer, 
manufacture, and improve the formerly proprietary parts.
    14. Currently, GE's U.S. installed base numbers more than 1220 
machines and comprises approximately 68 percent of all gas turbines in 
service in the power generation industry (generally, large gas turbines 
over 90 megawatts). Of this installed base, GE 7FAs represent 54 
percent.

B. The Relevant Product Market

    15. Gas turbine aftermarket parts and service are distinct for each 
brand and model. A rotor for a non-GE machine could not be used on a GE 
7FA, and a nozzle for a GE 7FA engine likely could not be used on 
another GE model machine. Moreover, other types of parts and service 
cannot be substituted for GE 7FA aftermarket parts and service. For 
instance, aftermarket parts and service for steam or wind turbines 
cannot be used for GE 7FA gas turbines.
    16. A small but significant increase in the price of aftermarket 
parts and service for GE 7FA gas turbines would not cause customers of 
those parts and service to substitute a different kind of aftermarket 
part or service, or to reduce purchases of aftermarket parts or service 
for GE 7FA gas turbines, in volumes sufficient to make such a price 
increase unprofitable. Accordingly, the development, manufacture, and 
sale of aftermarket parts and service for GE 7FA gas turbines is a line 
of commerce and relevant market within the meaning of Section 7 of the 
Clayton Act.

C. The Relevant Geographic Market

    17. Although aftermarket parts for GE 7FA gas turbines may be 
manufactured outside of the United States, suppliers of aftermarket 
parts for GE 7FA gas turbines typically deliver them to their 
customer's locations in the United States.
    18. Most U.S. customers of aftermarket parts and service for GE 7FA 
gas turbines consider only those qualified suppliers with a strong 
national presence and local support, including regional parts 
distribution centers. U.S. customers insist on facilities located in 
the United States for timely delivery of parts and prompt deployment of 
personnel.
    19. A small but significant increase in the price of aftermarket 
parts and service for GE 7FA gas turbines in the United States would 
not cause a sufficient number of U.S. customers to turn to providers of 
those parts and service that do not have a substantial presence in the 
United States so as to make such a price increase unprofitable. 
Accordingly, the United States is a relevant geographic market within 
the meaning of Section 7 of the Clayton Act.

D. Anticompetitive Effects of the Proposed Acquisition

    20. GE's acquisition of PSM would eliminate competition between GE 
and PSM for aftermarket parts and service for GE 7FA gas turbines in 
the United States. The competition between GE and PSM in the 
development, manufacture, and sale of aftermarket parts and service for 
GE 7FA gas turbines in the United States has benefitted customers. GE 
and PSM compete directly on price, innovation, and quality of service.
    21. Only three competitors, including GE and PSM, develop, 
manufacture, and sell aftermarket parts to offer with their service for 
GE 7FA gas turbines in the United States. GE and PSM have market shares 
of 83 and nine percent respectively. A third firm, which manufactures 
some aftermarket parts, has a market share of two percent. The 
remaining fringe participants in aftermarket service in the United 
States do not manufacture their own parts and must provide either 
refurbished parts or parts made by PSM or the third firm because GE 
does not make parts available to third-party service providers.
    22. Customers with an expiring GE LTSA who want a provider of new 
aftermarket parts other than GE have two options, PSM or the third 
firm. Accordingly, the acquisition would reduce the number of 
competitors for the development, manufacture, and sale of aftermarket 
parts and service for GE 7FAs from three to two.
    23. The third firm does not provide a complete line of 7FA 
aftermarket parts. In addition, the third firm does not meet the 
supplier qualification standards of some customers. For a customer 
trying

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to purchase a 7FA part not sold by the third firm or who has 
qualification standards not met by the third firm, the acquisition 
would reduce the number of suppliers for the development, manufacture, 
and sale of aftermarket parts and service for GE 7FAs to only one.
    24. The response of the third firm and the fringe participants in 
aftermarket service would not be sufficient to constrain a unilateral 
exercise of market power by GE after the acquisition. The effect of 
PSM's entry on prices shows the impact of its presence in the market. 
Since 1998, when PSM began competing with GE to provide aftermarket 
parts and service for GE 7FA gas turbines, prices of GE 7FA replacement 
parts dropped by 60 to 70 percent. Further, gas turbine life-cycle 
costs (prices for GE LTSAs and renewed GE LTSAs) dropped by as much as 
50 percent when PSM began to offer replacement parts for the GE 7FA gas 
turbines. Although other firms, including the third firm, since have 
entered the market with some aftermarket parts and services offerings, 
no firm, or combination of firms, is positioned to constrain a 
unilateral exercise of market power by GE after the acquisition.
    25. A merged GE and PSM also likely would reduce innovation in the 
development of improved aftermarket parts for GE gas turbines. PSM has 
led innovation for aftermarket parts for GE 7FA turbines. Some of the 
aftermarket parts developed by PSM for GE turbines are superior in 
performance to GE parts.
    26. As articulated in the Horizontal Merger Guidelines issued by 
the Department of Justice and the Federal Trade Commission, the 
Herfindahl-Hirschman Index (``HHI''), discussed in Appendix A, is a 
measure of market concentration. Market concentration is often a useful 
indicator of the level of competitive vigor in a market and the likely 
competitive effects of a merger. The more concentrated a market, the 
more likely it is that a transaction would result in a meaningful 
reduction in competition, harming consumers.
    27. In the U.S. market for the development, manufacture, and sale 
of aftermarket parts and service for GE 7FA gas turbines, the pre-
merger HHI is 6,994; the post-merger HHI is 8,448, with an increase in 
the HHI of 1,494. Consistent with the Horizontal Merger Guidelines, 
this market is highly concentrated and would become significantly more 
concentrated as a result of the proposed acquisition.
    28. The proposed transaction, therefore, likely would substantially 
lessen competition in the development, manufacture, and sale of 
aftermarket parts and service for GE 7FA gas turbines in the United 
States and lead to higher prices and decreased innovation and quality 
of service in violation of Section 7 of the Clayton Act.

E. Difficulty of Entry

    29. Entry of additional competitors into the development, 
manufacture, and sale of aftermarket parts and service for GE 7FA gas 
turbines in the United States is unlikely to be timely or sufficient to 
prevent the harm to competition caused by the elimination of PSM as a 
supplier of aftermarket products and service for the GE 7FA gas 
turbine.
    30. Firms attempting to enter into the development, manufacture, 
and sale of aftermarket parts and service for GE 7FA gas turbines face 
substantial entry barriers in terms of cost and time. While many of the 
patents have expired on older GE 7FA models, a competitor must have the 
capability to produce the most complex replacement parts.
    31. First, entrants must have the technical capabilities necessary 
to design and manufacture the parts. Specific, unique buckets and 
nozzles are cast, and highly customized coatings are required to 
protect these metal alloy parts from melting in the combustion chamber. 
The required capabilities include design expertise, metals casting 
technology, and metals coating technology.
    32. Second, customers of aftermarket parts or service that involve 
a shutdown of the gas turbine (``outage'') often require the provider 
to have a comprehensive list of parts, expertise with the specific gas 
turbine model and parts or service, and a superior record and 
reputation with customers. Such shutdowns involve significant expense 
and effort, so customers minimize the risk of extended or additional 
outages. Customers often take advantage of planned service outages to 
invite potential suppliers to obtain measurements and conduct 
inspections required for bids for the next round of planned aftermarket 
parts and service. Obtaining each of the qualifications required for 
aftermarket parts or service that involves outages is a significant 
challenge for a new entrant.
    33. As a result of these barriers, entry into the development, 
manufacture, and sale of aftermarket parts and service for GE 7FA gas 
turbines in the United States would not be timely, likely, or 
sufficient to defeat the substantial lessening of competition that 
likely would result from GE's acquisition of PSM.

V. VIOLATION ALLEGED

    34. The acquisition of PSM by GE likely would substantially lessen 
competition for the development, manufacture, and sale of aftermarket 
parts and service for GE 7FA gas turbines in the United States in 
violation of Section 7 of the Clayton Act, 15 U.S.C. Sec.  18.
    35. Unless enjoined, the transaction likely would have the 
following anticompetitive effects, among others:
    a. actual and potential competition between GE and PSM in the 
market for the development, manufacture, and sale of aftermarket parts 
and service for GE 7FA gas turbines in the United States would be 
eliminated;
    b. competition generally in the market for the development, 
manufacture, and sale of aftermarket parts and service for GE 7FA gas 
turbines in the United States would be substantially lessened;
    c. prices for aftermarket parts and service for GE 7FA gas turbines 
in the United States likely would be less favorable, and innovation and 
quality of service relating to aftermarket parts and service for GE 7FA 
gas turbines in the United States likely would decline.

VI. REQUESTED RELIEF

    36. The United States requests that this Court:
    a. adjudge and decree GE's proposed acquisition of PSM to be 
unlawful and in violation of Section 7 of the Clayton Act, 15 U.S.C. 
Sec.  18;
    b. preliminarily and permanently enjoin and restrain defendants and 
all persons acting on their behalf from consummating the proposed 
acquisition of PSM by GE or from entering into or carrying out any 
contract, agreement, plan, or understanding, the effect of which would 
be to combine PSM with the operations of GE;
    c. award the United States its costs of this action; and
    d. award the United States such other and further relief as the 
Court deems just and proper.

Respectfully submitted,
FOR PLAINTIFF UNITED STATES OF AMERICA

/s/
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Renata B. Hesse
Acting Assistant Attorney General
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Maribeth Petrizzi
Chief, Litigation II Section
D.C. Bar # 435204
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David I. Gelfand
Deputy Assistant Attorney General

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D.C. Bar # 416596
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Dorothy B. Fountain
 Assistant Chief, Litigation II Section
 D.C. Bar # 439469
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Patricia A. Brink
Director of Civil Enforcement
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James K. Foster
Stephen A. Harris
Kerrie J. Freeborn (D.C. Bar # 503143)
Doha G. Mekki
Attorneys
U.S. Department of Justice
Antitrust Division, Litigation II Section
450 Fifth Street, NW., Suite 8700
Washington, DC 20530
Tel.: (202) 514-8362
Fax: (202) 514-9033
Email: james.foster@;usdoj.gov

Dated: September 8, 2015

APPENDIX A

DEFINITION OF HHI

    The term ``HHI'' means the Herfindahl-Hirschman Index, a commonly 
accepted measure of market concentration. The HHI is calculated by 
squaring the market share of each firm competing in the market and then 
summing the resulting numbers. For example, for a market consisting of 
four firms with shares of 30, 30, 20, and 20 percent, the HHI is 2,600 
(30\2\ + 30\2\ + 20\2\ + 20\2\ = 2,600). The HHI takes into account the 
relative size distribution of the firms in a market. It approaches zero 
when a market is occupied by a large number of firms of relatively 
equal size and reaches a maximum of 10,000 points when it is controlled 
by a single firm. The HHI increases both as the number of firms in the 
market decreases and as the disparity in size between those firms 
increases.
    Markets in which the HHI is between 1,500 and 2,500 points are 
considered to be moderately concentrated and markets in which the HHI 
is in excess of 2,500 points are considered to be highly concentrated. 
See Horizontal Merger Guidelines Sec.  5.3 (issued by the U.S. 
Department of Justice and the Federal Trade Commission on August 19, 
2010). Transactions that increase the HHI by more than 200 points in 
highly concentrated markets will be presumed likely to enhance market 
power. Id.

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA,

Plaintiff,
v.

GENERAL ELECTRIC COMPANY,
ALSTOM S.A., and
POWER SYSTEMS MFG., LLC,

Defendants.
CASE NO.: 1:15-cv-01460-RMC
JUDGE: Amy Berman Jackson
FILED: 09/08/2015

COMPETITIVE IMPACT STATEMENT

    Plaintiff United States of America (``United States''), pursuant to 
Section 2(b) of the Antitrust Procedures and Penalties Act (``APPA'' or 
``Tunney Act''), 15 U.S.C. Sec.  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 General Electric Company (``GE'') and defendant Alstom 
S.A. entered into a set of agreements, dated November 4, 2014, pursuant 
to which GE intends to enter a multi-stage transaction with Alstom in 
which GE will acquire all of Alstom's power-related businesses, 
including Alstom's wholly owned subsidiary, defendant Power Systems 
Mfg., LLC (``PSM''). The value of the multi-stage transaction is 
approximately $13.8 billion.
    The United States filed a civil antitrust Complaint on September 8, 
2015, seeking to enjoin the proposed acquisition. The Complaint alleges 
that the likely effect of the acquisition would be to lessen 
competition substantially in the development, manufacture, and sale of 
aftermarket parts and service for GE 7FA gas turbines in the United 
States in violation of Section 7 of the Clayton Act, 15 U.S.C. Sec.  
18. This loss of competition likely would give GE the ability to raise 
prices, lessen innovation, and lower the quality of service for 
customers in the United States.
    At the same time the Complaint was filed, the United States also 
filed a Hold Separate Stipulation and Order 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, GE is required to divest PSM, which 
includes the research, development, manufacturing, and repair and 
reconditioning facilities located in Jupiter, Florida, and Missouri 
City, Texas, and all of PSM's tangible and intangible assets. Under the 
terms of the Hold Separate Stipulation and Order, defendants will take 
certain steps to ensure that PSM is operated as a competitively 
independent, economically viable and ongoing business concern that will 
remain independent and uninfluenced by the consummation of the 
acquisition, and that competition is maintained during the pendency of 
the ordered divestiture.
    The United States and defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry of 
the proposed Final Judgment would terminate this action, except that 
the Court would retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and to punish violations 
thereof.

II. DESCRIPTION OF THE EVENTS GIVING RISE TO THE ALLEGED VIOLATION

A. The Defendants and the Transaction
    Defendant GE is a New York corporation with its principal offices 
in Fairfield, Connecticut. GE is a global manufacturing, technology and 
services company. GE's subsidiary, GE Power and Water, provides power 
generation, energy delivery, and water process technologies in a number 
of areas of the energy industry, including wind and solar, biogas and 
alternative fuels, and coal, oil, natural gas, and nuclear energy. GE 
offers a wide spectrum of heavy-duty gas turbines. GE also is the 
dominant supplier of aftermarket parts and service for GE gas turbines. 
In 2014, GE's worldwide revenues were $148.6 billion, and its revenues 
from aftermarket parts and service for the relevant GE gas turbines 
were approximately $730 million.
    Defendant PSM, a Delaware corporation headquartered in Jupiter, 
Florida, is a wholly and directly owned subsidiary of defendant Alstom, 
a French corporation headquartered in Levallois-Perret, France. Alstom 
offers global power generation, electric grid, and rail solution 
products and services. PSM provides aftermarket parts and service for a 
variety of engines manufactured by other companies and for GE gas 
turbine engines, including the GE 7FA model (described below). In 2014, 
PSM's worldwide revenues were approximately $226 million, and revenues 
for aftermarket parts and service for the GE 7FA gas turbines were 
approximately $90 million.
    Pursuant to a set of agreements dated November 4, 2014, GE intends 
to enter a multi-stage transaction with Alstom. First, GE will purchase 
Alstom's thermal and renewable power and grid business. Then, Alstom 
will acquire GE's rail signaling business. Finally, GE and Alstom will 
enter three joint ventures, each 51 percent owned by GE, involving the 
renewable energy businesses, the grid, and a global

[[Page 57209]]

nuclear and French steam turbine business, in which the French 
government will hold preferred shares and governance rights. GE will 
maintain complete ownership of the thermal power business, including 
PSM, acquired from Alstom. The value of the multi-stage transaction is 
approximately $13.8 billion.
B. Competitive Effects of the Transaction
    An extensive investigation by the Department revealed that PSM is 
GE's primary competitor in the aftermarket sale of parts and services 
for the installed base of GE gas turbines in the United States, and 
that GE's acquisition of PSM likely would eliminate competition between 
GE and PSM in this market. A substantial number of power generation 
customers indicated that they currently experience the advantages of 
vigorous competition between PSM and GE, and the status of PSM as GE's 
primary competitor is confirmed in the firms' respective business 
documents. The competition between GE and PSM in the development, 
manufacture, and sale of aftermarket parts and service, particularly 
for GE 7FA gas turbines, clearly has benefitted customers on price, 
quality of service, and innovation.
    Gas turbines are a type of internal combustion engine in which 
burning of an air-fuel mixture produces hot gases that spin a turbine 
to produce power. Gas turbines have been used to generate electricity 
since the 1930s. Today, gas turbines are widely used for power 
generation throughout the United States. The key internal working parts 
of a gas turbine engine are the rotor, the buckets (also known as 
blades), and the nozzles (also known as vanes). A full set of 
replacement parts typically can range in price from several million 
dollars up to $15 million.
    Mature turbines, like other mechanical equipment, require servicing 
and new or refurbished replacement parts. Service is needed every three 
to eight years, with major overhauls required every 10 to 16 years. Gas 
turbine aftermarket parts and service are provided by the original 
equipment manufacturer or by an independent service provider. GE 7FA 
gas turbines have life spans of approximately 30 years. With the 
initial sale of the gas turbine, the OEM and the customer usually enter 
into a long-term service agreement (LTSA), which may range from five to 
15 years in duration. LTSAs, which are typically based on total hours 
of operation, cover the provision of replacement parts and service 
after the installation of the turbine. If a customer enters into a LTSA 
with the original equipment manufacturer, typically an independent 
service provider is unable to compete for the replacement parts or 
service business of that customer for the length of that LTSA. The 
original equipment manufacturer, however, often seeks to enter another 
LTSA when the first LTSA expires, and at that time competes with 
independent service providers.
    GE's 7FA gas turbines remain the most common and one of the most 
technologically advanced GE models installed today. Only a limited 
number of firms have the capability and experience to reverse engineer, 
manufacture, and improve the formerly proprietary parts. Currently, 
GE's U.S. installed base is approximately 68 percent of all gas 
turbines in service in the power generation industry (generally, large 
gas turbines over 90 megawatts) and numbers over 1,220 machines; of 
these, 663 are GE 7FAs.
    The Complaint alleges that, because gas turbine aftermarket parts 
and service are used exclusively for gas turbines, and because 
aftermarket parts and service for use in other types of turbines, such 
as steam or wind turbines, cannot be used in gas turbines, a small but 
significant increase in the price of aftermarket parts and service for 
GE 7FA gas turbines would not cause customers of those parts and 
service to substitute a different kind of aftermarket part or service, 
or to reduce purchases of aftermarket parts or service for GE 7FA gas 
turbines, in volumes sufficient to make such a price increase 
unprofitable. Accordingly, the development, manufacture, and sale of 
aftermarket parts and service for GE 7FA gas turbines is a line of 
commerce and relevant market within the meaning of Section 7 of the 
Clayton Act.
    Further, according to the Complaint, most U.S. customers of 
aftermarket parts and service for GE 7FA gas turbines consider only 
those qualified suppliers with a strong national presence and local 
support, including regional parts distribution centers. U.S. customers 
insist on facilities located in the United States for timely delivery 
of parts and prompt deployment of personnel. A small but significant 
increase in the price of aftermarket parts and service for GE 7FA gas 
turbines in the United States would not cause a sufficient number of 
U.S. customers to turn to providers of those parts and service that do 
not have a substantial presence in the United States so as to make such 
a price increase unprofitable. Accordingly, the United States is a 
relevant geographic market within the meaning of Section 7 of the 
Clayton Act.
    The Complaint also alleges that currently only three competitors, 
including GE and PSM, develop, manufacture, and sell new aftermarket 
parts to offer with their service for GE 7FA gas turbines in the United 
States. GE and PSM have market shares of 83 and nine percent 
respectively. A third firm, which manufactures some aftermarket parts, 
has a market share of only two percent. The remaining fringe 
participants in aftermarket service in the United States do not 
manufacture their own new parts and must provide either refurbished 
parts or parts made by PSM or the third firm because GE does not make 
parts available to third-party service providers.
    According to the Complaint, the response of the third firm and the 
fringe participants in aftermarket parts and service would not be 
sufficient to constrain a unilateral exercise of market power by GE 
after the acquisition, nor would entry deter the expected competitive 
harm. Firms attempting to enter or expand into the development, 
manufacture, and sale of new aftermarket parts and service for GE 7FA 
gas turbines face substantial entry barriers in terms of cost and time. 
While many of the patents have expired on older GE 7FA models, a 
competitor must have the capability to produce the most complex 
replacement parts. Entrants must have extensive technical capabilities 
necessary to design and manufacture the parts, for example, unique 
buckets and nozzles are cast, and highly customized coatings are 
required to protect these metal alloy parts from melting in the 
combustion chamber. The required capabilities include design expertise, 
metals casting technology, and metals coating technology. Moreover, 
proven quality, extensive testing, and certification from customers is 
required before a new firm would be acceptable to customers.
    The Complaint also alleges that the effect of PSM's successful 
entry on prices shows the beneficial impact of its presence in the 
market. Since 1998, when PSM began competing with GE to provide 
aftermarket parts and service for GE 7FA gas turbines, prices of GE 7FA 
replacement parts dropped by 60 to 70 percent. Further, gas turbine 
life-cycle costs (prices for GE LTSAs and renewed GE LTSAs) dropped by 
as much as 50 percent when PSM began to offer replacement parts for the 
GE 7FA gas turbines. Although other firms since have entered the market 
with some aftermarket parts and services, no firm, or combination of 
firms, is now positioned to constrain a unilateral exercise of market 
power by GE after the acquisition.

[[Page 57210]]

    The Complaint also alleges that a merged GE and PSM likely would 
reduce innovation in the development of improved aftermarket parts for 
GE gas turbines.

III. EXPLANATION OF THE PROPOSED FINAL JUDGMENT

    The divestiture requirement of the proposed Final Judgment will 
eliminate the anticompetitive effects of the acquisition in the sale 
aftermarket parts and service used in the installed base of GE 7FA gas 
turbines by preserving an independent and economically viable 
competitor. Section IV of the proposed Final Judgment requires GE, 
within 90 days after the filing of the Complaint, or 5 days after 
notice of the entry of the Final Judgment by the Court, whichever is 
later, to divest PSM as a viable ongoing business. PSM must be divested 
in such a way as to satisfy the United States, in its sole discretion, 
that the operations can and will be operated by the purchaser as a 
viable, ongoing business that can compete effectively in the relevant 
market. Defendants must take all reasonable steps necessary to 
accomplish the divestiture quickly and shall cooperate with prospective 
purchasers.
    Pursuant to Paragraph IV(H), final approval of the divestiture of 
PSM, including the identity of the acquirer, is left to the sole 
discretion of the United States to ensure the continued independence 
and viability of PSM in the relevant market. Ansaldo Energia S.P.A has 
been identified by GE as the expected purchaser of PSM and is currently 
in negotiations with GE for a final purchase agreement. As provided in 
Paragraph IV(B), in the event Ansaldo is not approved by the Department 
as the acquirer, another acquirer may buy PSM, also subject to approval 
by the Department in its sole discretion.
    In Section X, the proposed Final Judgment also provides that the 
United States may appoint a Monitoring Trustee with the power and 
authority to investigate and report on defendants' compliance with the 
terms of the proposed Final Judgment and the Hold Separate Stipulation 
and Order during the pendency of the divestiture, including regular 
reports on the process of the divestiture. In this matter, the European 
Commission also expects to appoint a Monitoring Trustee to facilitate 
the accomplishment of a divestiture of assets relating to competitive 
issues outside the United States. Coordination between the Department 
and the European Commission relating to of the appointment of a 
Monitoring Trustee will help ensure that the agencies' respective 
divestitures will be consistent and will be accomplished effectively.
    The Monitoring Trustee would not have any responsibility or 
obligation for the operation of the parties' businesses. The Monitoring 
Trustee would serve at GE's expense, on such terms and conditions as 
the United States approves, and defendants must assist the trustee in 
fulfilling its obligations. The Monitoring Trustee would file monthly 
reports and would serve until the divestiture is complete. The 
Monitoring Trustee would serve until the divestiture of PSM is 
finalized pursuant to either Section IV or Section V of the proposed 
Final Judgment.
    According to Section V of the proposed Final Judgment, in the event 
that GE does not accomplish the divestiture within the periods 
prescribed in the proposed Final Judgment, the Final Judgment provides 
that the Court will appoint a Divestiture Trustee selected by the 
United States to effect the divestiture. If a Divestiture Trustee is 
appointed, the proposed Final Judgment provides that GE will pay all 
costs and expenses of the trustee. The Divestiture Trustee's commission 
will be structured so as to provide an incentive for the trustee based 
on the price obtained and the speed with which the divestiture is 
accomplished. After its appointment becomes effective, the Divestiture 
Trustee will file monthly reports with the Court and the United States 
setting forth its efforts to accomplish the divestiture. At the end of 
six months, if the divestiture has 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 trustee's appointment.
    The divestiture provisions of the proposed Final Judgment will 
eliminate the anticompetitive effects of the acquisition in the 
provision of aftermarket parts and service used in the installed base 
of GE 7FA gas turbines by preserving PSM as an independent and vigorous 
competitor to GE.

IV. REMEDIES AVAILABLE TO POTENTIAL PRIVATE LITIGANTS

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

V. PROCEDURES AVAILABLE FOR MODIFICATION OF THE PROPOSED FINAL JUDGMENT

    The United States and defendants have stipulated that the proposed 
Final Judgment may be entered by the Court after compliance with the 
provisions of the APPA, provided that the United States has not 
withdrawn its consent. The APPA conditions entry upon the Court's 
determination that the proposed Final Judgment is in the public 
interest.
    The APPA provides a period of at least sixty (60) days preceding 
the effective date of the proposed Final Judgment within which any 
person may submit to the United States written comments regarding the 
proposed Final Judgment. Any person who wishes to comment should do so 
within sixty (60) days of the date of publication of this Competitive 
Impact Statement in the Federal Register, or the last date of 
publication in a newspaper of the summary of this Competitive Impact 
Statement, whichever is later. All comments received during this period 
will be considered by the United States Department of Justice, which 
remains free to withdraw its consent to the proposed Final Judgment at 
any time prior to the Court's entry of judgment. The comments and the 
response of the United States will be filed with the Court. In 
addition, comments will be posted on the U.S. Department of Justice, 
Antitrust Division's internet Web site and, under certain 
circumstances, published in the Federal Register.
    Written comments should be submitted to:

Maribeth Petrizzi
Chief, Litigation II Section
Antitrust Division
United States Department of Justice
450 Fifth Street, NW.
Washington, DC 20530

The proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the Court 
for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. ALTERNATIVES TO THE PROPOSED FINAL JUDGMENT

    The United States considered, as an alternative to the proposed 
Final Judgment, a full trial on the merits

[[Page 57211]]

against defendants. The United States could have litigated and sought 
preliminary and permanent injunctions against GE's acquisition of 
Alstom's entre power business. The United States is satisfied, however, 
that the divestiture of PSM described in the proposed Final Judgment 
will preserve competition for the provision of aftermarket parts and 
service for the installed base of GE 7FA gas turbines in the United 
States. 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 sixty-day comment period, after which the court shall 
determine whether entry of the proposed Final Judgment ``is in the 
public interest.'' 15 U.S.C. 16(e)(1). In making that determination, 
the court, in accordance with the statute as amended in 2004, is 
required to consider:
    (A) the competitive impact of such judgment, including termination 
of alleged violations, provisions for enforcement and modification, 
duration of relief sought, anticipated effects of alternative remedies 
actually considered, whether its terms are ambiguous, and any other 
competitive considerations bearing upon the adequacy of such judgment 
that the court deems necessary to a determination of whether the 
consent judgment is in the public interest; and
    (B) the impact of entry of such judgment upon competition in the 
relevant market or markets, upon the public generally and individuals 
alleging specific injury from the violations set forth in the complaint 
including consideration of the public benefit, if any, to be derived 
from a determination of the issues at trial.

15 U.S.C. 16(e)(1)(A) & (B). In considering these statutory factors, 
the court's inquiry is necessarily a limited one as the government is 
entitled to ``broad discretion to settle with the defendant within the 
reaches of the public interest.'' United States v. Microsoft Corp., 56 
F.3d 1448, 1461 (D.C. Cir. 1995); see generally United States v. SBC 
Commc'ns, Inc., 489 F. Supp. 2d 1 (D.D.C. 2007) (assessing public 
interest standard under the Tunney Act); United States v, U.S. Airways 
Group, Inc., No. 13-cv-1236 (CKK), 2014-1 Trade Cas. (CCH) ] 78, 748, 
2014 U.S. Dist. LEXIS 57801, at *7 (D.D.C. Apr. 25, 2014) (noting the 
court has broad discretion of the adequacy of the relief at issue); 
United States v. InBev N.V./S.A., No. 08-1965 (JR), 2009-2 Trade Cas. 
(CCH) ] 76,736, 2009 U.S. Dist. LEXIS 84787, at *3, (D.D.C. Aug. 11, 
2009) (noting that the court's review of a consent judgment is limited 
and only inquires ``into whether the government's determination that 
the proposed remedies will cure the antitrust violations alleged in the 
complaint was reasonable, and whether the mechanism to enforce the 
final judgment are clear and manageable.'').\1\
---------------------------------------------------------------------------

    \1\ 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 SBC Commc'ns, 
489 F. Supp. 2d at 11 (concluding that the 2004 amendments 
``effected minimal changes'' to Tunney Act review).
---------------------------------------------------------------------------

    As the United States Court of Appeals for the District of Columbia 
Circuit has held, under the APPA a court considers, among other things, 
the relationship between the remedy secured and the specific 
allegations set forth in the government's complaint, whether the decree 
is sufficiently clear, whether enforcement mechanisms are sufficient, 
and whether the decree may positively harm third parties. See 
Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the 
relief secured by the decree, a court may not ``engage in an 
unrestricted evaluation of what relief would best serve the public.'' 
United States v. BNS, Inc., 858 F.2d 456, 462 (9th Cir. 1988) (quoting 
United States v. Bechtel Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see 
also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 
F. Supp. 2d 37, 40 (D.D.C. 2001); InBev, 2009 U.S. Dist. LEXIS 84787, 
at *3. Courts have held that:

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

Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).\2\ In 
determining whether a proposed settlement is in the public interest, a 
district court ``must accord deference to the government's predictions 
about the efficacy of its remedies, and may not require that the 
remedies perfectly match the alleged violations.'' SBC Commc'ns, 489 F. 
Supp. 2d at 17; see also U.S. Airways, 2014 U.S. Dist. LEXIS 57801, at 
*16 (noting that a court should not reject the proposed remedies 
because it believes others are preferable); Microsoft, 56 F.3d at 1461 
(noting the need for courts to be ``deferential to the government's 
predictions as to the effect of the proposed remedies''); United States 
v. Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) 
(noting that the court should grant due respect to the United States' 
prediction as to the effect of proposed remedies, its perception of the 
market structure, and its views of the nature of the case).
---------------------------------------------------------------------------

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

    Courts have greater flexibility in approving proposed consent 
decrees than in crafting their own decrees following a finding of 
liability in a litigated matter. ``[A] proposed decree must be approved 
even if it falls short of the remedy the court would impose on its own, 
as long as it falls within the range of acceptability or is `within the 
reaches of public interest.''' United States v. Am. Tel. & Tel. Co., 
552 F. Supp. 131, 151 (D.D.C. 1982) (citations omitted) (quoting United 
States v. Gillette Co., 406 F. Supp. 713, 716 (D. Mass. 1975)), aff'd 
sub nom. Maryland v. United States, 460 U.S. 1001 (1983); see also U.S. 
Airways, 2014 U.S. Dist. LEXIS 57801, at *8 (noting that room must be 
made for the government to grant concessions in the negotiation process 
for settlements (citing Microsoft, 56 F.3d at 1461); United States v. 
Alcan Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 1985) (approving 
the consent decree even though the court would have imposed a greater 
remedy). To meet this standard, the United States ``need only provide a 
factual basis for concluding that the settlements are reasonably 
adequate remedies for the alleged harms.'' SBC Commc'ns, 489 F. Supp. 
2d at 17.

[[Page 57212]]

    Moreover, the court's role under the APPA is limited to reviewing 
the remedy in relationship to the violations that the United States has 
alleged in its Complaint, and does not authorize the court to 
``construct [its] own hypothetical case and then evaluate the decree 
against that case.'' Microsoft, 56 F.3d at 1459; see also U.S. Airways, 
2014 U.S. Dist. LEXIS 57801, at *9 (noting that the court must simply 
determine whether there is a factual foundation for the government's 
decisions such that its conclusions regarding the proposed settlements 
are reasonable; InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (``the 
`public interest' is not to be measured by comparing the violations 
alleged in the complaint against those the court believes could have, 
or even should have, been alleged''). Because the ``court's authority 
to review the decree depends entirely on the government's exercising 
its prosecutorial discretion by bringing a case in the first place,'' 
it follows that ``the court is only authorized to review the decree 
itself,'' and not to ``effectively redraft the complaint'' to inquire 
into other matters that the United States did not pursue. Microsoft, 56 
F.3d at 1459-60. As this Court 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.'' SBC Commc'ns, 489 F. 
Supp. 2d at 15.
    In its 2004 amendments, Congress made clear its intent to preserve 
the practical benefits of utilizing consent decrees in antitrust 
enforcement, adding the unambiguous instruction that ``[n]othing in 
this section shall be construed to require the court to conduct an 
evidentiary hearing or to require the court to permit anyone to 
intervene.'' 15 U.S.C. 16(e)(2); see also U.S. Airways, 2014 U.S. Dist. 
LEXIS 57801, at *9 (indicating that a court is not required to hold an 
evidentiary hearing or to permit intervenors as part of its review 
under the Tunney Act). The language wrote into the statute what 
Congress intended when it enacted the Tunney Act in 1974, as Senator 
Tunney explained: ``[t]he court is nowhere compelled to go to trial or 
to engage in extended proceedings which might have the effect of 
vitiating the benefits of prompt and less costly settlement through the 
consent decree process.'' 119 Cong. Rec. 24,598 (1973) (statement of 
Sen. Tunney). Rather, the procedure for the public interest 
determination is left to the discretion of the court, with the 
recognition that the court's ``scope of review remains sharply 
proscribed by precedent and the nature of Tunney Act proceedings.'' SBC 
Commc'ns, 489 F. Supp. 2d at 11.\3\ A court can make its public 
interest determination based on the competitive impact statement and 
response to public comments alone. U.S. Airways, 2014 U.S. Dist. LEXIS 
57801, at *9.
---------------------------------------------------------------------------

    \3\ See United States v. Enova Corp., 107 F. Supp. 2d 10, 17 
(D.D.C. 2000) (noting that the ``Tunney Act expressly allows the 
court to make its public interest determination on the basis of the 
competitive impact statement and response to comments alone''); 
United States v. Mid-Am. Dairymen, Inc., No. 73-CV-681-W-1, 1977-1 
Trade Cas. (CCH) ] 61,508, at 71,980, *22 (W.D. Mo. 1977) (``Absent 
a showing of corrupt failure of the government to discharge its 
duty, the Court, in making its public interest finding, should . . . 
carefully consider the explanations of the government in the 
competitive impact statement and its responses to comments in order 
to determine whether those explanations are reasonable under the 
circumstances.''); S. Rep. No. 93-298, at 6 (1973) (``Where the 
public interest can be meaningfully evaluated simply on the basis of 
briefs and oral arguments, that is the approach that should be 
utilized.'').
---------------------------------------------------------------------------

VIII. DETERMINATIVE DOCUMENTS

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

Dated: September 8, 2015
Respectfully submitted,

/s/
-----------------------------------------------------------------------
James K. Foster
United States Department of Justice
Antitrust Division, Litigation II Section
450 Fifth Street, NW
Suite 8700
Washington, DC 20530
Tel.: (202) 514-8362
Fax: (202) 514-9033
Email: usdoj.gov">james.foster@usdoj.gov

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    UNITED STATES OF AMERICA,

Plaintiff,
v.

GENERAL ELECTRIC COMPANY,
ALSTOM S.A., and
POWER SYSTEMS MFG., LLC,
Defendants.

CASE NO.: 1:15-cv-01460-RMC
JUDGE: Amy Berman Jackson
FILED: 09/08/2015

PROPOSED FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its Complaint 
on September 8, 2015, the United States and defendants, General 
Electric Company, Alstom S.A., and Power Systems Mfg., LLC, 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 
parties, it is ORDERED, ADJUDGED AND DECREED:

I. JURISDICTION

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

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Acquirer'' means Ansaldo or another entity to which defendants 
divest the Divestiture Assets.
    B. ``GE'' means defendant General Electric Company, a New York 
corporation with its headquarters in Fairfield, Connecticut, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships and joint ventures, and their directors, 
officers, managers, agents, and employees.
    C. ``Alstom'' means defendant Alstom S.A., a French corporation 
with its headquarters in Levallois-Perret, France, its successors and 
assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships and joint ventures, and their directors, officers, 
managers, agents, and employees.
    D. ``Closing'' means the consummation of the divestiture of all the 
Divestiture Assets pursuant to either Section IV or V of this Final 
Judgment.

[[Page 57213]]

    E. ``Completion of the Transaction'' means the closing of GE's 
acquisition of Alstom.
    F. ``PSM'' means defendant Power Systems Mfg., LLC, a Delaware 
company with its headquarters in Jupiter, Florida, its successors and 
assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships and joint ventures, and their directors, officers, 
managers, agents, and employees.
    G. ``Ansaldo'' means Ansaldo Energia S.P.A., an Italian corporation 
with its headquarters in Genoa, Italy, its successors and assigns, and 
its subsidiaries, divisions, groups, affiliates, partnerships and joint 
ventures, and their directors, officers, managers, agents, and 
employees.
    H. ``Divestiture Assets'' means PSM and the assets owned or under 
the control of PSM, including, but not limited to:
    1. PSM's rights with respect to the facilities located at 1440 West 
Indiantown Road, Jupiter, Florida 33458 and 4318 South Dr., Missouri 
City, Texas 77489;
    2. All tangible assets, including research and development 
activities; all manufacturing equipment, tooling and fixed assets, 
personal property, inventory, office furniture, materials, supplies, 
and other tangible property; all licenses, permits and authorizations 
issued by any governmental organization; all contracts, teaming 
arrangements, agreements, leases, commitments, certifications, and 
understandings, including supply agreements; all customer lists, 
contracts, accounts, and credit records; all repair and performance 
records and all other records; and
    3. All intangible assets, including, but not limited to, all 
patents, licenses and sublicenses, intellectual property, copyrights, 
trademarks, trade names, service marks, service names, technical 
information, computer software and related documentation, know-how, 
trade secrets, drawings, blueprints, designs, design protocols, 
specifications for materials, specifications for parts and devices, 
safety procedures for the handling of materials and substances, quality 
assurance and control procedures, design tools and simulation 
capability, all manuals and technical information PSM provides to its 
own employees, customers, suppliers, agents or licensees, and all 
research data relating to PSM, including, but not limited to, designs 
of experiments, and the results of successful and unsuccessful designs 
and experiments.

III. APPLICABILITY

    A. This Final Judgment applies to GE, Alstom, and PSM, 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 V of this Final 
Judgment, defendants sell or otherwise dispose of all or substantially 
all of their assets or of lesser business units that include the 
Divestiture Assets, they shall require the purchaser to be bound by the 
provisions of this Final Judgment. Defendants need not obtain such an 
agreement from the Acquirer of the assets divested pursuant to this 
Final Judgment.

IV. DIVESTITURES

    A. GE is ordered and directed, within ninety (90) 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 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 agree to use their best efforts to 
divest the Divestiture Assets as expeditiously as possible.
    B. In the event that Ansaldo is not the Acquirer, GE shall make 
known, by usual and customary means, the availability of the 
Divestiture Assets. Defendants shall inform any person making an 
inquiry regarding a possible purchase of the Divestiture Assets that 
they are being divested pursuant to this Final Judgment and provide 
that person with a copy of this Final Judgment. Defendants shall offer 
to furnish to all prospective acquirers, subject to customary 
confidentiality assurances, all information and documents relating to 
the Divestiture Assets customarily provided in a due diligence process 
except such information or documents subject to the attorney-client 
privileges or work-product doctrine. Defendants shall make available 
such information to the United States at the same time that such 
information is made available to any other person.
    C. Defendants shall provide the Acquirer and the United States 
information relating to PSM personnel to enable the Acquirer to make 
offers of employment. Defendants will not interfere with any 
negotiations by the Acquirer to employ any PSM employee or any Alstom 
employee whose primary responsibility is the production, development 
and sale of aftermarket parts and service for GE 7FA gas turbines.
    D. Defendants shall permit prospective acquirers of the Divestiture 
Assets to have reasonable access to personnel and to make inspections 
of the physical facilities of PSM; access to any and all environmental, 
zoning, and other permit documents and information; and access to any 
and all financial, operational, or other documents and information 
customarily provided as part of a due diligence process.
    E. Defendant GE shall warrant to the Acquirer that the Divestiture 
Assets will be operational on the Closing date.
    F. Defendants shall not take any action that will impede in any way 
the permitting, operation, or divestiture of the Divestiture Assets.
    G. Defendant GE shall warrant to the Acquirer that there are no 
material defects in the environmental, zoning or other permits 
pertaining to the operation of each asset, and that following the sale 
of the Divestiture Assets, defendants will not undertake, directly or 
indirectly, any challenges to the environmental, zoning, or other 
permits relating to the operation of the Divestiture Assets.
    H. Unless the United States otherwise consents in writing, the 
divestiture pursuant to Section IV, or by Divestiture Trustee appointed 
pursuant to Section V, of this Final Judgment, shall include the entire 
Divestiture Assets, and shall be accomplished in such a way as to 
satisfy the United States, in its sole discretion, that the Divestiture 
Assets can and will be used by the Acquirer as part of a viable, 
ongoing business in the development, manufacture, and sale of 
aftermarket parts and service for GE 7FA gas turbines. The 
divestitures, whether pursuant to Section IV or V of this Final 
Judgment,
    (1) shall be made to an Acquirer 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 development, manufacture, and sale of 
aftermarket parts and service for GE 7FA gas turbines; and
    (2) shall be accomplished so as to satisfy the United States, in 
its sole discretion, that none of the terms of any agreement between an 
Acquirer and defendants give defendants the ability unreasonably to 
raise the Acquirer's costs, to lower the Acquirer's efficiency,

[[Page 57214]]

or otherwise to interfere in the ability of the Acquirer to compete 
effectively.

V. APPOINTMENT OF DIVESTITURE TRUSTEE

    A. If GE has not divested the Divestiture Assets within the time 
period specified in Paragraph IV(A), defendants shall notify the United 
States of that fact in writing. Upon application of the United States, 
the Court shall appoint a Divestiture Trustee selected by the United 
States and approved by the Court to effect the divestiture of the 
Divestiture Assets.
    B. After the appointment of a Divestiture Trustee becomes 
effective, only the Divestiture Trustee shall have the right to sell 
the Divestiture Assets. The Divestiture Trustee shall have the power 
and authority to accomplish the divestiture to an Acquirer acceptable 
to the United States at such price and on such terms as are then 
obtainable upon reasonable effort by the Divestiture Trustee, subject 
to the provisions of Sections IV, V, and VI of this Final Judgment, and 
shall have such other powers as this Court deems appropriate. Subject 
to Paragraph V(D) of this Final Judgment, the Divestiture Trustee may 
hire at the cost and expense of defendants any investment bankers, 
attorneys, or other agents, who shall be solely accountable to the 
Divestiture Trustee, reasonably necessary in the Divestiture Trustee's 
judgment to assist in the divestiture. Any such investment bankers, 
attorneys, or other agents shall serve on such terms and conditions as 
the United States approves including confidentiality requirements and 
conflict of interest certifications.
    C. Defendants shall not object to a sale by the Divestiture Trustee 
on any ground other than the Divestiture Trustee's malfeasance. Any 
such objections by defendants must be conveyed in writing to the United 
States and the Divestiture Trustee within ten (10) calendar days after 
the Divestiture Trustee has provided the notice required under Section 
VI.
    D. The Divestiture Trustee shall serve at the cost and expense of 
GE pursuant to a written agreement, on such terms and conditions as the 
United States approves, including confidentiality requirements and 
conflict of interest certifications. The Divestiture Trustee shall 
account for all monies derived from the sale of the assets sold by the 
Divestiture Trustee and all costs and expenses so incurred. After 
approval by the Court of the Divestiture Trustee's accounting, 
including fees for its services yet unpaid and those of any 
professionals and agents retained by the Divestiture Trustee, all 
remaining money shall be paid to GE and the trust shall then be 
terminated. The compensation of the Divestiture Trustee and any 
professionals and agents retained by the Divestiture Trustee shall be 
reasonable in light of the value of the Divestiture Assets and based on 
a fee arrangement providing the Divestiture Trustee with an incentive 
based on the price and terms of the divestiture and the speed with 
which it is accomplished, but timeliness is paramount. If the 
Divestiture Trustee and GE are unable to reach agreement on the 
Divestiture Trustee's or any agent's or consultant's compensation or 
other terms and conditions of engagement within fourteen (14) calendar 
days of appointment of the Divestiture Trustee, the United States may, 
in its sole discretion, take appropriate action, including making a 
recommendation to the Court. The Divestiture Trustee shall, within 
three (3) business days of hiring any other professionals or agents, 
provide written notice of such hiring and the rate of compensation to 
defendants and the United States.
    E. Defendants shall use their best efforts to assist the 
Divestiture Trustee in accomplishing the required divestiture. The 
Divestiture Trustee and any consultants, accountants, attorneys, and 
other agents retained by the Divestiture Trustee shall have full and 
complete access to the personnel, books, records, and facilities of the 
business to be divested, and defendants shall develop financial and 
other information relevant to such business as the Divestiture Trustee 
may reasonably request, subject to reasonable protection for trade 
secret or other confidential research, development, or commercial 
information or any applicable privileges. Defendants shall take no 
action to interfere with or to impede the Divestiture Trustee's 
accomplishment of the divestiture.
    F. After its appointment, the Divestiture Trustee shall file 
monthly reports with the United States and, as appropriate, the Court 
setting forth the Divestiture Trustee's efforts to accomplish the 
divestiture ordered 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 report's contains information that the Divestiture 
Trustee deems confidential, such report's 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.
    H. If the United States determines that the Divestiture Trustee has 
ceased to act or failed to act diligently or in a reasonably cost-
effective manner, it may recommend the Court appoint a substitute 
Divestiture Trustee.

VI. NOTICE OF PROPOSED DIVESTITURE

    A. Within two (2) business days following execution of a definitive 
divestiture agreement, GE or the Divestiture Trustee, whichever is then 
responsible for effecting the divestiture required herein, shall notify 
the United States of any proposed divestiture required by Section IV or 
V of this Final Judgment. If the Divestiture Trustee is responsible, it 
shall similarly notify defendants. The notice shall set forth the 
details of the proposed divestiture and list the name, address, and 
telephone number of each person not previously identified who offered 
or expressed an interest in or desire to acquire any ownership interest 
in the Divestiture Assets, together with full details of the same.
    B. Within fifteen (15) calendar days of receipt by the United 
States of such notice, the United States may request from GE and PSM, 
the proposed Acquirer, any other third party, or the Divestiture 
Trustee, if applicable, additional information concerning the

[[Page 57215]]

proposed divestiture, the proposed Acquirer, and any other potential 
Acquirer. Defendants and the Divestiture Trustee shall furnish any 
additional information requested within fifteen (15) calendar days of 
the receipt of the request, unless the parties shall otherwise agree.
    C. Within thirty (30) calendar days after receipt of the notice or 
within twenty (20) calendar days after the United States has been 
provided the additional information requested from defendants, the 
proposed Acquirer, any third party, and the Divestiture Trustee, 
whichever is later, the United States shall provide written notice to 
defendants and the Divestiture Trustee, if there is one, stating 
whether or not it objects to the proposed divestiture. If the United 
States provides written notice that it does not object, the divestiture 
may be consummated, subject only to defendants' limited right to object 
to the sale under Paragraph V(C) of this Final Judgment. Absent written 
notice that the United States does not object to the proposed Acquirer 
or upon objection by the United States, a divestiture proposed under 
Section IV or V shall not be consummated. Upon objection by defendants 
under Paragraph V(C), a divestiture proposed under Section V shall not 
be consummated unless approved by the Court.

VII. FINANCING

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

VIII. HOLD SEPARATE

    Until the divestiture required by this Final Judgment has been 
accomplished, Alstom shall until the Completion of the Transaction, and 
GE shall until Closing, take all steps necessary to comply with the 
Hold Separate Stipulation and Order entered by this Court. Defendants 
shall take no action that would jeopardize the divestiture ordered by 
this Court.

IX. AFFIDAVITS

    A. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, and every thirty (30) calendar days thereafter until 
the divestiture has been completed under Section IV or V, Alstom shall 
until the Completion of the Transaction, and GE shall until Closing, 
deliver to the United States an affidavit as to the fact and manner of 
its compliance with Section IV or V of this Final Judgment. Each such 
affidavit shall include the name, address, and telephone number of each 
person who, during the preceding thirty (30) calendar days, made an 
offer to acquire, expressed an interest in acquiring, entered into 
negotiations to acquire, or was contacted or made an inquiry about 
acquiring, any interest in the Divestiture Assets, and shall describe 
in detail each contact with any such person during that period. Each 
such affidavit shall also include a description of the efforts 
defendants have taken to solicit buyers for the Divestiture Assets, and 
to provide required information to prospective Acquirers, including the 
limitations, if any, on such information. Assuming the information set 
forth in the affidavit is true and complete, any objection by the 
United States to information provided by defendants, including 
limitation on information, shall be made within fourteen (14) calendar 
days of receipt of such affidavit.
    B. Within twenty (20) calendar days of the filing of the Complaint 
in this matter, Alstom shall until the Completion of the Transaction, 
and GE shall until Closing, deliver to the United States an affidavit 
that describes in reasonable detail all actions defendants have taken 
and all steps defendants have implemented on an ongoing basis to comply 
with Section VIII of this Final Judgment. Defendants shall deliver to 
the United States an affidavit describing any changes to the efforts 
and actions outlined in defendants' earlier affidavits filed pursuant 
to this section within fifteen (15) calendar days after the change is 
implemented.
    C. Defendants shall keep all records of all efforts made to 
preserve and divest the Divestiture Assets until one year after such 
divestiture has been completed.

X. APPOINTMENT OF MONITORING TRUSTEE

    A. Upon application of the United States, the Court shall appoint a 
Monitoring Trustee selected by the United States and approved by the 
Court.
    B. The Monitoring Trustee shall have the power and authority to 
monitor defendants' compliance with the terms of this Final Judgment 
and the Hold Separate Stipulation and Order entered by this Court, and 
shall have such other powers as this Court deems appropriate. The 
Monitoring Trustee shall be required to investigate and report on the 
defendants' compliance with this Final Judgment and the Hold Separate 
Stipulation and Order and the defendants' progress toward effectuating 
the purposes of this Final Judgment.
    C. Subject to Paragraph X(E) of this Final Judgment, the Monitoring 
Trustee may hire at the cost and expense of GE any consultants, 
accountants, attorneys, or other agents, who shall be solely 
accountable to the Monitoring Trustee, reasonably necessary in the 
Monitoring Trustee's judgment. Any such consultants, accountants, 
attorneys, or other agents shall serve on such terms and conditions as 
the United States approves, including confidentiality requirements and 
conflict of interest certifications.
    D. Defendants shall not object to actions taken by the Monitoring 
Trustee in fulfillment of the Monitoring Trustee's responsibilities 
under any Order of this Court on any ground other than the Monitoring 
Trustee's malfeasance. Any such objections by defendants must be 
conveyed in writing to the United States and the Monitoring Trustee 
within ten (10) calendar days after the action taken by the Monitoring 
Trustee giving rise to the defendants' objection.
    E. The Monitoring Trustee shall serve at the cost and expense of GE 
pursuant to a written agreement with defendants and on such terms and 
conditions as the United States approves, including confidentiality 
requirements and conflict of interest certifications. The compensation 
of the Monitoring Trustee and any consultants, accountants, attorneys, 
and other agents retained by the Monitoring Trustee shall be on 
reasonable and customary terms commensurate with the individuals' 
experience and responsibilities. If the Monitoring Trustee and GE are 
unable to reach agreement on the Monitoring Trustee's or any agent's or 
consultant's compensation or other terms and conditions of engagement 
within fourteen (14) calendar days of appointment of the Monitoring 
Trustee, the United States may, in its sole discretion, take 
appropriate action, including making a recommendation to the Court. The 
Monitoring Trustee shall, within three (3) business days of hiring any 
consultants, accountants, attorneys, or other agents, provide written 
notice of such hiring and the rate of compensation to defendants and 
the United States.
    F. The Monitoring Trustee shall have no responsibility or 
obligation for the operation of defendants' businesses.
    G. Defendants shall use their best efforts to assist the Monitoring 
Trustee in monitoring defendants' compliance with their individual 
obligations under this Final Judgment and under the Hold Separate 
Stipulation and Order. The Monitoring Trustee and any consultants, 
accountants, attorneys, and other agents retained by the Monitoring 
Trustee shall have full and complete access to the personnel, books, 
records, and facilities

[[Page 57216]]

relating to compliance with this Final Judgment, subject to reasonable 
protection for trade secret or other confidential research, 
development, or commercial information or any applicable privileges. 
Defendants shall take no action to interfere with or to impede the 
Monitoring Trustee's accomplishment of its responsibilities.
    H. After its appointment, the Monitoring Trustee shall file reports 
monthly, or more frequently as needed, with the United States, and, as 
appropriate, the Court setting forth defendants' efforts to comply with 
their obligations under this Final Judgment and under the Hold Separate 
Stipulation and Order. To the extent such reports contain information 
that the Monitoring Trustee deems confidential, such reports shall not 
be filed in the public docket of the Court.
    I. The Monitoring Trustee shall serve until the divestiture of all 
the Divestiture Assets is finalized pursuant to either Section IV or V 
of this Final Judgment.
    J. If the United States determines that the Monitoring Trustee has 
ceased to act or failed to act diligently or in a reasonably cost-
effective manner, it may recommend the Court appoint a substitute 
Monitoring Trustee.

XI. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with this 
Final Judgment, or of any related orders such as any Hold Separate 
Order, or of determining whether the Final Judgment should be modified 
or vacated, and subject to any legally recognized privilege, from time 
to time authorized representatives of the United States Department of 
Justice, including consultants and other persons retained by the United 
States, shall, upon written request of an authorized representative of 
the Assistant Attorney General in charge of the Antitrust Division, and 
on reasonable notice to defendants, be permitted:
    (1) access during defendants' office hours to inspect and copy, or 
at the option of the United States, to require defendants to provide 
hard copy or electronic copies of, all books, ledgers, accounts, 
records, data, and documents in the possession, custody, or control of 
defendants, relating to any matters contained in this Final Judgment; 
and
    (2) to interview, either informally or on the record, defendants' 
officers, employees, or agents, who may have their individual counsel 
present, regarding such matters. The interviews shall be subject to the 
reasonable convenience of the interviewee and without restraint or 
interference by defendants.
    B. Upon the written request of an authorized representative of the 
Assistant Attorney General in charge of the Antitrust Division, 
defendants shall submit written reports or response to written 
interrogatories, under oath if requested, relating to any of the 
matters contained in this Final Judgment as may be requested.
    C. No information or documents obtained by the means provided in 
this section shall be divulged by the United States to any person other 
than an authorized representative of the executive branch of the United 
States, except in the course of legal proceedings to which the United 
States is a party (including grand jury proceedings), or for the 
purpose of securing compliance with this Final Judgment, or as 
otherwise required by law.
    D. If at the time information or documents are furnished by 
defendants to the United States, defendants represent and identify in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under Rule 26(c)(1)(g) of the 
Federal Rules of Civil Procedure, and defendants mark each pertinent 
page of such material, ``Subject to claim of protection under Rule 
26(c)(1)(g) of the Federal Rules of Civil Procedure,'' then the United 
States shall give defendants ten (10) calendar days notice prior to 
divulging such material in any legal proceeding (other than a grand 
jury proceeding).

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 years from the date of its entry.

XV. PUBLIC INTEREST DETERMINATION

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

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

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United States District Judge

[FR Doc. 2015-24044 Filed 9-21-15; 8:45 am]
BILLING CODE P