[Federal Register Volume 84, Number 163 (Thursday, August 22, 2019)]
[Notices]
[Pages 44124-44159]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-17987]



[[Page 44123]]

Vol. 84

Thursday,

No. 163

August 22, 2019

Part IV





 Department of Justice





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Antitrust Division





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 United States v. Sinclair Broadcast Group, Inc., et al.; Proposed 
Final Judgments and Competitive Impact Statement; Notice

  Federal Register / Vol. 84, No. 163 / Thursday, August 22, 2019 / 
Notices  

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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. Sinclair Broadcast Group, Inc., et al., Proposed 
Final Judgments and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that proposed Final Judgments, 
Stipulations, and a Competitive Impact Statement as to CBS Corporation 
(``CBS''), Cox Enterprises, Inc. (``Cox''), The E.W. Scripps Company 
(``Scripps''), Fox Corporation (``Fox''), and TEGNA Inc. (``TEGNA'') 
have been filed with the United States District Court for the District 
of Columbia in United States of America v. Sinclair Broadcast Group, 
Inc., et al., Civil Action No. 1:18-cv-2609. On August 1, 2019, a 
Second Amended Complaint was filed, alleging that CBS, Cox, Scripps, 
Fox, and TEGNA, among others, violated Section 1 of the Sherman Act, 15 
U.S.C. 1, by agreeing to unlawfully exchange station-specific, 
competitively sensitive information regarding spot advertising 
revenues. The proposed Final Judgments, filed on August 13, 2019, 
prohibit sharing of competitively sensitive information, require 
Defendants to implement antitrust compliance training programs, and 
impose cooperation and reporting requirements on Defendants.
    Copies of the Complaint, proposed Final Judgments, and Competitive 
Impact Statement are available for inspection on the Antitrust 
Division's website 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 website, 
filed with the Court, and, under certain circumstances, published in 
the Federal Register. Comments should be directed to Owen Kendler, 
Chief, Media, Entertainment, and Professional Services Section, 
Antitrust Division, Department of Justice, 450 Fifth Street NW, Suite 
4000, Washington, DC 20530 (telephone: 202-616-5935).

Amy R. Fitzpatrick,
Counsel to the Director of Civil Enforcement.

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States Of America, 450 Fifth Street NW, Washington, DC 
20530; Plaintiff, v. Sinclair Broadcast Group, Inc., 10706 Beaver 
Dam Road, Hunt Valley, MD 21030; Raycom Media, Inc., 201 Monroe 
Street, Montgomery, AL 36104; Tribune Media Company, 435 North 
Michigan Avenue, Chicago, IL 60611; Meredith Corporation, 1716 
Locust Street, Des Moines, IA 50309; Griffin Communications, LLC, 
7401 N. Kelley Avenue, Oklahoma City, OK 73111; Dreamcatcher 
Broadcasting, LLC, 2016 Broadway, Santa Monica, CA 90404; Nexstar 
Media Group, Inc., 545 E. John Carpenter Freeway, Suite 700, Irving, 
TX 75062; CBS Corporation, 51 West 52nd Street, New York, NY 10019; 
Cox Enterprises, Inc., 6205-A Peachtree Dunwoody Road, Atlanta, GA 
30328;, The E.W. Scripps Company, Scripps Center, 312 Walnut Street, 
Suite 2800, Cincinnati, OH 45202; Fox Corporation, 1211 Avenue of 
the Americas, New York, NY 10036; and, TEGNA Inc., 8350 Broad 
Street, Suite 2000, McLean, VA 22102, Defendants.

Case No. 1:18-cv-2609-TSC

SECOND AMENDED COMPLAINT

    The United States of America, acting under the direction of the 
Attorney General of the United States, brings this civil antitrust 
action to obtain equitable relief against Defendants Sinclair Broadcast 
Group, Inc. (``Sinclair''), Raycom Media, Inc. (``Raycom''), Tribune 
Media Company (``Tribune''), Meredith Corporation (``Meredith''), 
Griffin Communications, LLC (``Griffin''), Dreamcatcher Broadcasting, 
LLC (``Dreamcatcher''), Nexstar Media Group, Inc. (``Nexstar''), CBS 
Corporation (``CBS''), Cox Enterprises, Inc. (``Cox''), The E.W. 
Scripps Company (``Scripps''), Fox Corporation (``Fox''), and TEGNA 
Inc. (``TEGNA'') alleging as follows:

I. NATURE OF THE ACTION

    1. This action challenges under Section 1 of the Sherman Act 
Defendants' agreements to unlawfully exchange competitively sensitive 
information among broadcast television stations.
    2. Sinclair, Raycom, Tribune, Meredith, Griffin, Dreamcatcher, 
Nexstar, CBS, Cox, Scripps, Fox, and TEGNA (``Defendants'') and certain 
other television broadcast station groups (``Other Broadcasters'') 
compete in various configurations in a number of designated marketing 
areas (``DMAs'') in the market for broadcast television spot 
advertising. Certain national sales representation firms (``Sales Rep 
Firms''), including Cox subsidiary Cox Reps, Inc. (``Cox Reps'') 
represent broadcast station groups, including the Defendants, in their 
sales of spot advertising to advertisers. Defendants', Other 
Broadcasters', and Sales Rep Firms' concerted behavior in exchanging 
competitively sensitive information has enabled the Defendants and 
Other Broadcasters to reduce competition in the sale of broadcast 
television spot advertising where they purport to compete head to head.
    3. Defendants' agreements are restraints of trade that are unlawful 
under Section 1 of the Sherman Act, 15 U.S.C. Sec.  1. The Court should 
therefore enjoin Defendants from exchanging competitively sensitive 
information with and among competing broadcast television stations.

II. JURISDICTION AND VENUE

    4. Each Defendant sells spot advertising to advertisers throughout 
the United States, or owns and operates broadcast television stations 
in multiple states or in DMAs that cross state lines. Sales Rep Firms 
represent broadcast stations throughout the United States, including 
each of the Defendants, in the sale of spot advertising to advertisers 
throughout the United States. Such activities, including the exchanges 
of competitively sensitive information featured in this Complaint, are 
in the flow of and substantially affect interstate commerce. The Court 
has subject matter jurisdiction under Section 4 of the Sherman Act, 15 
U.S.C. Sec.  4, and under 28 U.S.C. Sec. Sec.  1331 and 1337, to 
prevent and restrain the Defendants from violating Section 1 of the 
Sherman Act, 15 U.S.C. Sec.  1.
    5. Defendants have consented to venue and personal jurisdiction in 
this District. Venue is proper in this judicial district under Section 
12 of the Clayton Act, 15 U.S.C. Sec.  22, and 28 U.S.C. Sec.  1391.

III. DEFENDANTS

    6. Defendant Sinclair is a Maryland corporation with its principal 
place of business in Hunt Valley, Maryland. Sinclair owns or operates 
191 television stations in 89 DMAs and had over $3.0 billion in 
revenues in 2018.
    7. Defendant Raycom was a Delaware corporation with its principal 
place of business in Montgomery, Alabama. Raycom owned or operated 55 
television stations in 43 DMAs and had over $670 million in revenues in 
2017. On January 2, 2019, Gray Television, Inc. closed on its 
acquisition of Raycom.
    8. Defendant Tribune is a Delaware corporation with its principal 
place of business in Chicago, Illinois. Tribune

[[Page 44125]]

owns or operates 44 television stations in 33 DMAs and had over $2.0 
billion in revenues in 2018.
    9. Defendant Meredith is an Iowa corporation with its principal 
place of business in Des Moines, Iowa. Meredith owns or operates 17 
television stations in 12 DMAs and had over $2.2 billion in revenues in 
2018.
    10. Defendant Griffin is an Oklahoma corporation with its principal 
place of business in Oklahoma City, Oklahoma. Griffin owns or operates 
four television stations in two DMAs and had over $74 million in 
revenues in 2018.
    11. Defendant Dreamcatcher is a Delaware limited liability company 
with its principal place of business in Santa Monica, California. 
Dreamcatcher owns or operates three television stations in two DMAs and 
had over $50 million in revenues in 2017.
    12. Defendant Nexstar is a Delaware corporation with its principal 
place of business in Irving, Texas. Nexstar owns or operates 171 
television stations in 100 DMAs and had over $2.8 billion in revenues 
in 2018.
    13. Defendant CBS is a Delaware corporation with its principal 
place of business in New York, New York. CBS owns or operates 28 
television stations in 18 DMAs, and had over $14.5 billion in revenues 
in 2018.
    14. Defendant Cox is a Delaware corporation with its principal 
place of business in Atlanta, Georgia. Cox owns or operates 14 
television stations in 10 DMAs, owns Cox Reps, and had an estimated $20 
billion in revenues in 2018.
    15. Defendant Scripps is an Ohio corporation with its principal 
place of business in Cincinnati, Ohio. Scripps owns or operates 60 
television stations in 42 DMAs, and had over $917 million in revenues 
in 2018.
    16. Defendant Fox is a Delaware corporation with its principal 
place of business in New York, New York. Fox owns or operates 17 
television stations in 17 DMAs. Fox is a corporate entity recently 
created from certain former 21st Century Fox assets, including its 
broadcast station assets, after The Walt Disney Company acquired 21\st\ 
Century Fox and spun-out Fox. 21\st\ Century Fox's television segment 
earned over $5 billion in 2017.
    17. Defendant TEGNA is a Delaware corporation with its principal 
place of business in McLean, Virginia. TEGNA owns or operates 49 
television stations in 41 DMAs, and had $2.2 billion in revenues in 
2018.

IV. INDUSTRY BACKGROUND

    18. Broadcast television is important to both viewers and 
advertisers. For viewers, broadcast stations, including local 
affiliates of the networks ABC, CBS, FOX, and NBC (collectively, the 
``Big 4'' stations), offer not only highly rated entertainment and 
sports programming, but also local reporting of the news and events in 
their own communities and regions. The wide popularity of broadcast 
station programming--and the concomitant opportunity to reach a large 
local audience--also make broadcast television critical to advertisers, 
including local businesses that seek to reach potential customers in 
their own communities.
    19. Broadcast stations sell advertising ``spots'' during breaks in 
their programming. An advertiser purchases spots from a broadcast 
station to communicate its message to viewers within the DMA in which 
the broadcast television station is located.
    20. Broadcast stations typically divide their sale of spot 
advertising into two categories: local sales and national sales. Local 
sales are sales a broadcast station makes through its own local sales 
staff, typically to advertisers located within the DMA. National sales 
are sales a broadcast station makes through either a Sales Rep Firm or 
through a centrally located broadcast group staff, typically to 
regional or national advertisers.
    21. Sales Rep Firms represent broadcast stations in negotiations 
with advertisers' or advertisers' agents regarding the sale of 
broadcast stations' spot advertising. There are two primary Sales Rep 
Firms in the United States, including Cox Reps. Often a Sales Rep Firm 
represents two or more competing stations in the same DMA. In those 
cases, the Sales Rep Firms purportedly erect firewalls to prevent 
coordination and information sharing between sales teams representing 
competing stations.

V. THE UNLAWFUL AGREEMENTS

    22. Defendants, Other Broadcasters, and Sales Rep Firms have agreed 
in many DMAs across the United States to reciprocally exchange revenue 
pacing information. Certain Defendants also engaged in the exchange of 
other forms of competitively sensitive sales information in certain 
DMAs. Pacing compares a broadcast station's revenues booked for a 
certain time period to the revenues booked for the same point in time 
in the previous year. Pacing indicates how each station is performing 
versus the rest of the market and provides insight into each station's 
remaining spot advertising inventory for the period.
    23. Defendants' exchange of competitively sensitive information has 
taken at least two forms.
    24. First, Defendants and Other Broadcasters regularly exchanged 
pacing information through the Sales Rep Firms, exchanges which the 
Sales Rep Firms agreed to facilitate or knowingly facilitated. At least 
once per quarter, but frequently more often, the Sales Rep Firms 
representing the Big 4 stations in a DMA exchanged real-time pacing 
information regarding each station's revenues, and reported the 
information to the Defendants and the other Big 4 station owners in the 
DMA. Typically, the exchanges included data on individual stations' 
booked sales for current and future months as well as a comparison to 
past periods. To the extent a Sales Rep Firm represents more than one 
Big 4 station in a DMA through sales teams separated by a supposed 
firewall, the exchange of pacing and other competitively sensitive 
information occurred between the sales teams and through those 
firewalls. Once given to the Defendants and Other Broadcasters in the 
DMA, the competitors' pacing information was then disseminated to the 
stations' sales managers and other individuals with authority over 
pricing and sales for the broadcast stations. These exchanges occurred 
with Defendants' knowledge and frequently at Defendants' instruction, 
and occurred in DMAs across the United States.
    25. Second, in some DMAs, Defendants and Other Broadcasters 
exchanged competitively sensitive information, including real-time 
pacing information for booked sales for current and future months, 
directly between broadcast station employees. These exchanges 
predominantly concerned local sales, but sometimes pertained to all 
sales or national sales.
    26. These exchanges of pacing information allowed stations to 
better understand, in real time, the availability of inventory on 
competitors' stations, which is often a key factor affecting 
negotiations with buyers over spot advertising prices. The exchanges 
also helped stations to anticipate whether competitors were likely to 
raise, maintain, or lower spot advertising prices. Understanding 
competitors' pacing can help stations gauge competitors' and 
advertisers' negotiation strategies, inform their own pricing 
strategies, and help them resist more effectively advertisers' attempts 
to obtain lower prices by playing stations off of one another. 
Defendants' information exchanges therefore distorted the normal price-
setting mechanism in the spot advertising market and harmed the 
competitive process.

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    27. Defendants' and Other Broadcasters' regular information 
exchanges, directly and through the Sales Rep Firms, reflect concerted 
action between horizontal competitors in the broadcast television spot 
advertising market.

VI. VIOLATION ALLEGED

(Violation of Section 1 of the Sherman Act)

    28. The United States repeats and realleges paragraphs 1 through 26 
as if fully set forth herein.
    29. Defendants violated Section 1 of the Sherman Act, 15 U.S.C. 
Sec.  1, by agreeing to exchange competitively sensitive information, 
either directly or through Sales Rep Firms. Cox Reps also violated 
Section 1 of the Sherman Act, 15 U.S.C. Sec.  1, by agreeing to or 
knowingly facilitating the exchange of competitively sensitive 
information among another Sales Rep Firm, certain Defendants, and Other 
Broadcasters. Defendants' exchange of pacing information resulted in 
anticompetitive effects in the broadcast television spot advertising 
markets in many DMAs throughout the United States.
    30. The scheme consists of exchanges between Defendants and Other 
Broadcasters, either directly or through the Sales Rep Firms, in many 
DMAs, of their stations' revenue pacing information or, for certain 
Defendants in certain DMAs, other competitively sensitive information 
concerning spot advertising sales.
    31. These unlawful information sharing agreements between 
Defendants, Other Broadcasters, and Sales Rep Firms have had, and 
likely will continue to have, anticompetitive effects in spot 
advertising markets by disrupting the normal mechanisms for negotiating 
and setting prices and harming the competitive process.
    32. Defendants' agreements to exchange competitively sensitive 
information are unreasonable restraints of interstate trade and 
commerce. This offense is likely to continue and recur unless the 
requested relief is granted.

VII. REQUESTED RELIEF

    33. The United States requests that the Court:
    a. adjudge that the information sharing agreements unreasonably 
restrain trade and are unlawful under Section 1 of the Sherman Act, 15 
U.S.C. Sec.  1;
    b. permanently enjoin and restrain Defendants from sharing pacing 
or other competitively sensitive information or agreeing to share such 
information with any other broadcast station or broadcast station 
group, directly or indirectly, and requiring Defendants to take such 
internal measures as are necessary to ensure compliance with that 
injunction;
    c. permanently enjoin and restrain Cox, acting through Cox Reps, 
from sharing competitively sensitive information, agreeing to share 
competitively sensitive information, facilitating the sharing of pacing 
or other competitively sensitive information or agreeing to facilitate 
the sharing of such information among any broadcast stations or 
broadcast station groups, directly or indirectly, and requiring Cox to 
take such internal measures as are necessary to ensure compliance with 
that injunction;
    d. award the United States the costs of this action; and
    e. award such other relief to the United States as the Court may 
deem just and proper.

Dated: June 17, 2019

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA,

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MAKAN DELRAHIM (D.C. Bar 457795),
Assistant Attorney General for Antitrust.

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WILLIAM J. RINNER,
Chief of Staff and Senior Counsel.

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PATRICIA A. BRINK,
Director of Civil Enforcement.

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OWEN M. KENDLER,
Chief, Media, Entertainment & Professional Services Section.

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YVETTE TARLOV (D.C. Bar 442452),
Assistant Chief, Media, Entertainment & Professional Services 
Section.

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LEE F. BERGER (D.C. Bar 482435),
MEAGAN K. BELLSHAW,
GREGG MALAWER (D.C. Bar 481685),
BENNETT J. MATELSON (D.C. Bar 454551),
KATE M. RIGGS (D.C. Bar 984784),
ETHAN D. STEVENSON,

United States Department of Justice, Antitrust Division, Media, 
Entertainment & Professional Services Section, 450 Fifth Street NW, 
Suite 4000, Washington, DC 20530, Telephone: (202) 514-0230, 
Facsimile: (202) 514-730.

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al., Defendants.

Case No.

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its Second 
Amended Complaint on ___, 2019, alleging that Defendant CBS 
Corporation, among others, violated Section 1 of the Sherman Act, 15 
U.S.C. Sec.  1, the United States and Defendant, 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 WHEREAS, this Final Judgment does not constitute any evidence 
against or admission by any party regarding any issue of fact or law;
    AND WHEREAS, the United States and Defendant agree to be bound by 
the provisions of this Final Judgment pending its approval by this 
Court;
    AND WHEREAS, the Defendant agrees to undertake certain actions and 
to refrain from engaging in certain forms of information sharing with 
its competitors;
    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 and each of the 
parties to this action. The allegations in the Second Amended Complaint 
arise under Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  
1. See 28 U.S.C. Sec.  1331.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Advertiser'' means an advertiser, an advertiser's buying 
agent, or an advertiser's representative.
    B. ``Agreement'' means any agreement, understanding, pact, 
contract, or arrangement, formal or informal, oral or written, between 
two or more Persons.
    C. ``Communicate,'' ``Communicating,'' and ``Communication(s)'' 
means to provide, send, discuss, circulate, exchange, request, or 
solicit information, whether directly or indirectly, and regardless of 
the means by which it is accomplished, including orally or by written 
means of any kind, such as electronic communications, e-mails, 
facsimiles, telephone communications, voicemails, text messages, audio 
recordings, meetings, interviews, correspondence, exchange of written 
or recorded information, or face-to-face meetings.
    D. ``Competitively Sensitive Information'' means any of the 
following information, less than eighteen months old, of Defendant, or 
any broadcast television station regarding the sale of spot advertising 
on broadcast television stations: Non-Public Information relating to 
pricing or

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pricing strategies, pacing, holding capacity, revenues, or market 
shares. Reports containing only aggregated market-level or national 
data are not Competitively Sensitive Information, but reports 
(including by paid subscription) that are customized or confidential to 
a particular Station or broadcast television station group are 
Competitively Sensitive Information. For the avoidance of doubt, spot 
advertising does not include network television advertising sold by the 
Defendant or television advertising sold by the Defendant in its 
capacity as an agent of the owners of syndicated programming.
    E. ``Cooperative Agreement'' means (1) joint sales agreements, 
joint operating agreements, local marketing agreements, news share 
agreements, or shared services agreements, or (2) any agreement through 
which a Person exercises control over any broadcast television station 
not owned by the Person.
    F. ``CTS'' means the CBS Television Stations group, its successors 
and assigns, and its officers and employees. CTS is an unincorporated 
division of CBS Corporation that consists of Defendant's 29 owned-and-
operated broadcast television stations. CTS functions as an independent 
operating group within Defendant with its own officers and directors. 
To the extent any Defendant-owned broadcast television station comes 
under the control or operation of a division or subsidiary of Defendant 
other than the CBS Television Stations group, that other division or 
subsidiary is included in the definition of ``CTS.''
    G. ``CTS Management'' means all directors and officers of CTS, or 
any other Defendant employee with management or supervisory 
responsibilities for CTS's business or operations related to the sale 
of spot advertising on any Station.
    H. ``Defendant'' means CBS Corporation, a Delaware corporation with 
its headquarters in New York, New York, its successors and assigns, and 
its subsidiaries, divisions, and Stations, and their directors, 
officers, and employees.
    I. ``DMA'' means Designated Market Area as defined by A.C. Nielsen 
Company and used by the Investing in Television BIA Market Report 2018.
    J. ``Management'' means all directors and executive officers of 
Defendant, or any other employee with management or supervisory 
responsibilities for Defendant's business or operations related to the 
sale of spot advertising on any Station.
    K. ``Non-Public Information'' means information that is not 
available from public sources or generally available to the public. 
Measurement or quantification of a Station's future holding capacity is 
Non-Public Information, but measurement or quantification of a 
Station's past holding capacity is not Non-Public Information. For the 
avoidance of doubt, the fact that information is available by paid 
subscription does not on its own render the information public.
    L. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, agency, 
board, authority, commission, office, or other business or legal 
entity, whether private or governmental.
    M. ``Sales Representative Firm'' means any organization, including 
without limitation Katz Media Group, Inc. and Cox Reps, Inc., and their 
respective subsidiaries and divisions, that represents a Station or its 
owner in the sale of spot advertising.
    N. ``Sales Staff'' means Defendant's employees with responsibility 
for the sale of spot advertising on any Station.
    O. ``Station'' means any broadcast television station, its 
successors and assigns, and its subsidiaries, divisions, groups, and 
its owner or operator and its directors, officers, managers, and 
employees, unless a Station owns, is owned by, or is under common 
ownership with a Sales Representative Firm, in which case that Sales 
Representative Firm will not be considered a Station.

III. APPLICABILITY

    This Final Judgment applies to Defendant, other Persons in active 
concert or participation with Defendant who receive actual notice of 
this Final Judgment by personal service or otherwise, and any Person 
that signs an Acknowledgment of Applicability, attached as Exhibit 2, 
to the extent set forth therein, as a condition of the purchase of a 
Station owned by Defendant as of February 1, 2019. This Final Judgment 
applies to Defendant's actions performed under any Cooperative 
Agreement, even if those actions are taken on behalf of a third party. 
This Final Judgment is fully enforceable, including by penalty of 
contempt, against all of the foregoing.

IV. PROHIBITED CONDUCT

    A. Defendant's Management and Sales Staff shall not, directly or 
indirectly:
    1. Communicate Competitively Sensitive Information to any Station 
in the same DMA Defendant does not own or operate;
    2. Knowingly use Competitively Sensitive Information from or 
regarding any Station in the same DMA Defendant does not own or 
operate;
    3. Encourage or facilitate the Communication of Competitively 
Sensitive Information to or from any Station in the same DMA Defendant 
does not own or operate; or
    4. Attempt to enter into, enter into, maintain, or enforce any 
agreement to Communicate Competitively Sensitive Information with any 
Station in the same DMA Defendant does not own or operate.
    B. The prohibitions under Paragraph IV(A) apply to Defendant's 
Communicating or agreeing to Communicate through a Sales Representative 
Firm or a third-party agent at Defendant's instruction or request.
    C. Defendant shall not sell any Station owned by the Defendant as 
of February 1, 2019 to any Person unless that Person has first executed 
the Acknowledgment of Applicability, attached as Exhibit 2. Defendant 
shall submit any Acknowledgement of Applicability to the United States 
within 15 days of consummating the sale of such Station. The United 
States, in its sole discretion, may waive the prohibition in this 
Paragraph IV(C) on a Station-by-Station basis. Alternatively, the 
United States and the Person signing the Acknowledgement of 
Applicability may agree to void the Acknowledgement of Applicability at 
any time. The first sentence of this paragraph shall not apply to the 
sale of any Station to a Person already bound to a final judgment 
entered by a court regarding the Communication of Competitively 
Sensitive Information.

V. CONDUCT NOT PROHIBITED

    A. Nothing in Section IV shall prohibit Defendant from 
Communicating, using, or encouraging or facilitating the Communication 
of, Competitively Sensitive Information with an actual or prospective 
Advertiser, except that, if the Advertiser is another Station, 
Defendant's Communicating, using, or encouraging or facilitating the 
Communication of, Competitively Sensitive Information is excluded from 
the prohibitions of Section IV only insofar as is reasonably necessary 
to negotiate the sale of spot advertising on broadcast television 
stations. For the avoidance of doubt, Defendant is not prohibited from 
internally using Competitively Sensitive Information received from an 
Advertiser that is a Station under the preceding sentence, but 
Defendant is prohibited from Communicating that Competitively

[[Page 44128]]

Sensitive Information to a Station in the same DMA that it does not own 
or operate.
    B. Nothing in Section IV shall prohibit Defendant from, after 
securing advice of counsel and in consultation with the Antitrust 
Compliance Officer, Communicating, using, encouraging or facilitating 
the Communication of, or attempting to enter into, entering into, 
maintaining, or enforcing any agreement to Communicate Competitively 
Sensitive Information with any Station when such Communication or use 
is (a) for the purpose of evaluating or effectuating a bona fide 
acquisition, disposition, or exchange of Stations or related assets, or 
(b) reasonably necessary for achieving the efficiencies of any other 
legitimate competitor collaboration. With respect to any such 
agreement:
    1. For all agreements under Part V(B)(a) with any other Station to 
Communicate Competitively Sensitive Information that Defendant enters 
into, renews, or affirmatively extends after the date of entry of this 
Final Judgment, Defendant shall maintain documents sufficient to show:
    i. the specific transaction or proposed transaction to which the 
sharing of Competitively Sensitive Information relates;
    ii. the employees, identified with reasonable specificity, who are 
involved in the sharing of Competitively Sensitive Information; and
    iii. the termination date or event of the sharing of Competitively 
Sensitive Information.
    2. All agreements under Part V(B)(b) with any other Station to 
Communicate Competitively Sensitive Information that Defendant enters 
into, renews, or affirmatively extends after the date of entry of this 
Final Judgment shall be in writing, and shall:
    i. identify and describe, with specificity, the collaboration to 
which it is ancillary;
    ii. be narrowly tailored to permit the Communication of 
Competitively Sensitive Information only when reasonably necessary and 
only to the employees reasonably necessary to effectuate the 
collaboration;
    iii. identify with reasonable specificity the Competitively 
Sensitive Information Communicated pursuant to the agreement and 
identify the employees to receive the Competitively Sensitive 
Information;
    iv. contain a specific termination date or event; and
    v. be signed by all parties to the agreement, including any 
modifications to the agreement.
    3. For Communications under Part V(B)(a) above, Defendant shall 
maintain copies of all materials required under Paragraph V(B)(1) for 
five years or the duration of the Final Judgment, whichever is shorter, 
following entry into any agreement to Communicate or receive 
Competitively Sensitive Information, and Defendant shall make such 
documents available to the United States upon request, if such request 
is made during the preservation period.
    4. For Communications under Part V(B)(b) above, Defendant shall 
furnish a copy of all materials required under Paragraph V(B)(2) to the 
United States within thirty days of the entry, renewal, or extension of 
the agreement.
    5. For purposes of this Section V(B) only, a joint sales agreement, 
local marketing agreement, or similar agreement pursuant to which 
Defendant Communicates, uses, encourages or facilitates the 
Communication of, or attempts to enter into, enters into, maintains, or 
enforces any agreement to Communicate Competitively Sensitive 
Information related solely to the sale of spot advertising for which 
Defendant is responsible on a Station, shall be considered a 
``legitimate competitor collaboration'' under Part V(B)(b).
    C. Nothing in Section IV shall prohibit Defendant from engaging in 
conduct in accordance with the doctrine established in Eastern Railroad 
Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127 
(1961), United Mine Workers v. Pennington, 381 U.S. 657 (1965), and 
their progeny.
    D. Nothing in Section IV prohibits Defendant from (1) 
Communicating, encouraging or facilitating the Communication of, or 
attempting to enter into, entering into, maintaining, or enforcing any 
agreement to Communicate Competitively Sensitive Information for the 
purpose of aggregation if (a) Competitively Sensitive Information is 
sent to or received from, and the aggregation is managed by, a third 
party not owned or operated by any Station; (b) the information 
disseminated by the aggregator is limited to historical total broadcast 
television station revenue or other geographic or characteristic 
categorization (e.g., national, local, or political sales revenue); and 
(c) any information disseminated is sufficiently aggregated such that 
it would not allow a recipient to identify, deduce, or estimate the 
prices or pacing of any individual broadcast television station not 
owned or operated by that recipient; or (2) using information that 
meets the requirements of Parts V(D)(1)(a)-(c).

VI. REQUIRED CONDUCT

    A. Within ten days of entry of this Final Judgment, Defendant shall 
appoint an Antitrust Compliance Officer who is an internal employee or 
officer of Defendant, and identify to the United States the Antitrust 
Compliance Officer's name, business address, telephone number, and 
email address. Within forty-five days of a vacancy in the Antitrust 
Compliance Officer position, Defendant shall appoint a replacement, and 
shall identify to the United States the Antitrust Compliance Officer's 
name, business address, telephone number, and email address. 
Defendant's initial or replacement appointment of an Antitrust 
Compliance Officer is subject to the approval of the United States, in 
its sole discretion.
    B. The Antitrust Compliance Officer shall have, or shall retain 
outside counsel who has, the following minimum qualifications:
    1. be an active member in good standing of the bar in any U.S. 
jurisdiction; and
    2. have at least five years' experience in legal practice, 
including experience with antitrust matters, unless finding an 
Antitrust Compliance Officer or outside counsel meeting this experience 
requirement is a hardship on or is not reasonably available to 
Defendant, under which circumstances Defendant may select an Antitrust 
Compliance Officer or shall retain outside counsel who has at least 
five years' experience in legal practice, including experience with 
regulatory or compliance matters.
    C. The Antitrust Compliance Officer shall, directly or through the 
employees or counsel working at the Antitrust Compliance Officer's 
responsibility and direction:
    1. within fourteen days of entry of the Final Judgment, furnish to 
all of Defendant's Management and Sales Staff a copy of this Final 
Judgment, the Competitive Impact Statement filed by the United States 
with the Court, and a cover letter in a form attached as Exhibit 1;
    2. within fourteen days of entry of the Final Judgment, in a manner 
to be devised by Defendant and approved by the United States, provide 
Defendant's Management and Sales Staff reasonable notice of the meaning 
and requirements of this Final Judgment;
    3. annually brief CTS Management and Sales Staff on the meaning and 
requirements of this Final Judgment and the U.S. antitrust laws;
    4. brief any Person who succeeds a Person in any position 
identified in Paragraph VI(C)(3), within sixty days of such succession;

[[Page 44129]]

    5. obtain from each Person designated in Paragraph VI(C)(3) or 
VI(C)(4), within thirty days of that Person's receipt of the Final 
Judgment, a certification that the Person (i) has read and understands 
and agrees to abide by the terms of this Final Judgment; (ii) is not 
aware of any violation of the Final Judgment that has not been reported 
to Defendant; and (iii) understands that failure to comply with this 
Final Judgment may result in an enforcement action for civil or 
criminal contempt of court;
    6. annually communicate to Defendant's Management and Sales Staff 
that they may disclose to the Antitrust Compliance Officer, without 
reprisal for such disclosure, information concerning any violation or 
potential violation of this Final Judgment or the U.S. antitrust laws 
by Defendant;
    7. within thirty days of the latest filing of the Second Amended 
Complaint, Proposed Final Judgment, or Competitive Impact Statement in 
this action, Defendant shall provide notice, in each DMA in which 
Defendant owns or operates a Station, to every full power Station in 
that DMA that sells broadcast television spot advertising that 
Defendant does not own or operate of the Second Amended Complaint, 
Proposed Final Judgment, and Competitive Impact Statement in a form and 
manner to be proposed by Defendant and approved by the United States in 
its sole discretion. Defendant shall provide the United States with its 
proposal, including the list of recipients, within ten days of the 
filing of the Second Amended Complaint; and
    8. maintain for five years or until expiration of the Final 
Judgment, whichever is shorter, a copy of all materials required to be 
issued under Paragraph VI(C), and furnish them to the United States 
within ten days if requested to do so, except documents protected under 
the attorney-client privilege or the attorney work-product doctrine. 
For all materials required to be furnished under Paragraph VI(C) which 
Defendant claims are protected under the attorney-client privilege or 
the attorney work-product doctrine, Defendant shall furnish to the 
United States a privilege log.
    D. Defendant shall:
    1. upon Management (including CTS Management) or the Antitrust 
Compliance Officer learning of any violation or potential violation of 
any of the terms and conditions contained in this Final Judgment, (i) 
promptly take appropriate action to investigate, and in the event of a 
violation, terminate or modify the activity so as to comply with this 
Final Judgment,
    (ii) maintain all documents related to any violation or potential 
violation of this Final Judgment for a period of five years or the 
duration of this Final Judgment, whichever is shorter, and (iii) 
maintain, and furnish to the United States at the United States' 
request, a log of (a) all such documents and documents for which 
Defendant claims protection under the attorney- client privilege or the 
attorney work product doctrine, and (b) all potential and actual 
violations, even if no documentary evidence regarding the violations 
exist;
    2. within thirty days of Management or the Antitrust Compliance 
Officer learning of any such violation or potential violation of any of 
the terms and conditions contained in this Final Judgment, file with 
the United States a statement describing any violation or potential 
violation of any of the terms and conditions contained in this Final 
Judgment, which shall include a description of any Communications 
constituting the violation or potential violation, including the date 
and place of the Communication, the Persons involved, and the subject 
matter of the Communication;
    3. establish a whistleblower protection policy, which provides that 
any employee may disclose, without reprisal for such disclosure, to the 
Antitrust Compliance Officer information concerning any violation or 
potential violation by the Defendant of this Final Judgment or U.S. 
antitrust laws;
    4. have Defendant's CEO, President, or Executive Vice President, 
General Counsel certify in writing to the United States annually on the 
anniversary date of the entry of this Final Judgment that CTS has 
complied with the provisions of this Final Judgment;
    5. maintain and produce to the United States upon request: (i) a 
list identifying all employees having received the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) 
copies of all materials distributed as part of the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4). For all 
materials requested to be produced under this Paragraph VI(D)(5) for 
which Defendant claims is protected under the attorney-client privilege 
or the attorney work-product doctrine, Defendant shall furnish to the 
United States a privilege log; and
    E. For the avoidance of doubt, the term ``potential violation'' as 
used in Paragraph VI(D) does not include the discussion of future 
conduct.
    F. If Defendant acquires a Station after entry of this Final 
Judgment, this Section VI will not apply to that acquired Station or 
the employees of that acquired Station until 120 days after closing of 
the acquisition of that acquired Station.

VII. DEFENDANT'S COOPERATION

    A. Defendant shall cooperate fully and truthfully with the United 
States in any investigation or litigation concerning whether or 
alleging that Defendant, any Station that Defendant does not own or 
operate, or any Sales Representative Firm Communicated Competitively 
Sensitive Information with or among Defendant or any other Station or 
any Sales Representative Firm in violation of Section 1 of the Sherman 
Act, as amended, 15 U.S.C. Sec.  1. Defendant shall use its best 
efforts to ensure that all current and former officers, directors, 
employees, and agents also fully and promptly cooperate with the United 
States, as described herein. The full, truthful, and continuing 
cooperation of Defendant shall include, but not be limited to:
    1. providing sworn testimony, that is not protected by the 
attorney-client privilege or the attorney work product doctrine, to the 
United States regarding the Communicating of Competitively Sensitive 
Information or any agreement with any other Station Defendant does not 
own or such other Station's Sales Representative Firm to Communicate 
Competitively Sensitive Information while an employee of the Defendant;
    2. producing, upon request of the United States, all documents, 
data, and other materials, wherever located, to the extent not 
protected under the attorney-client privilege or the attorney work-
product doctrine, in the possession, custody, or control of Defendant, 
that relate to the Communication of Competitively Sensitive Information 
or any agreement with any other Station or such other Station's Sales 
Representative Firm to Communicate Competitively Sensitive Information, 
and a log of documents protected by the attorney-client privilege or 
the attorney work product doctrine;
    3. making available for interview any officers, directors, and 
employees of Defendant if so requested on reasonable notice by the 
United States; and
    4. testifying at trial and other judicial proceedings fully, 
truthfully, and under oath, when called upon to do so by the United 
States;
    5. provided however, that the obligations of Defendant to cooperate 
fully with the United States as described in this Section VII shall 
cease upon the conclusion of all of the United States' investigations 
and the United States' litigations examining whether or alleging that 
Defendant, any Station that Defendant does not own or operate or

[[Page 44130]]

such other Station's Sales Representative Firm Communicated 
Competitively Sensitive Information with or among Defendant or any 
other Station or any Sales Representative Firm in violation of Section 
1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1, including 
exhaustion of all appeals or expiration of time for all appeals of any 
Court ruling in each such matter, at which point the United States will 
provide written notice to Defendant that its obligations under this 
Section VII have expired.
    B. Defendant is obligated to impose a litigation hold until the 
United States provides written notice to the Defendant that its 
obligations under this Section VII have expired. This Paragraph VII(B) 
does not apply to documents created after entry of this Final Judgment.
    C. Subject to the full, truthful, and continuing cooperation of 
Defendant, as defined in Paragraph VII(A), the United States will not 
bring any further civil action or any criminal charges against 
Defendant related to any Communication of Competitively Sensitive 
Information or any agreement to Communicate Competitively Sensitive 
Information with any other Station it does not own or operate or such 
other Station's Sales Representative Firm when that Communication or 
agreement:
    1. was Communicated, entered into and terminated on or before the 
date of the filing of the Second Amended Complaint in this action (or 
in the case of a Station that is acquired by Defendant after entry of 
this Final Judgment, was Communicated or entered into before the 
acquisition and terminated within 120 days after the closing of the 
acquisition); and
    2. does not constitute or include an agreement to fix prices or 
divide markets.
    D. The United States' agreement set forth in Paragraph VII(C) does 
not apply to any acts of perjury or subornation of perjury (18 U.S.C. 
Sec. Sec.  1621-22), making a false statement or declaration (18 U.S.C. 
Sec. Sec.  1001, 1623), contempt (18 U.S.C. Sec. Sec.  401-402), or 
obstruction of justice (18 U.S.C. Sec.  1503, et seq.) by the Defendant 
or its officers, directors, and employees. The United States' agreement 
set forth in Paragraph VII(C) does not release any claims against any 
Sales Representative Firm.

VIII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with this 
Final Judgment or of any related orders, or of determining whether the 
Final Judgment should be modified, 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 Defendant, be permitted:
    1. to access during Defendant's office hours to inspect and copy, 
or at the option of the United States, to require Defendant to provide 
electronic or hard copies of all books, ledgers, accounts, records, 
data, and documents in the possession, custody, or control of 
Defendant, relating to any matters that are the subject of this Final 
Judgment, not protected by the attorney- client privilege or the 
attorney work product doctrine; and
    2. to interview, either informally or on the record, Defendant's 
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 Defendant; and
    3. to obtain from Defendant written reports or responses to written 
interrogatories, of information not protected by the attorney-client 
privilege or attorney work product doctrine, under oath if requested, 
relating to any matters that are the subject of this Final Judgment as 
may be requested.
    B. No information or documents obtained by the means provided in 
this Section VIII 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 for law 
enforcement purposes, or as otherwise required by law.
    C. If at the time information or documents are furnished by 
Defendant to the United States, Defendant represents and identifies in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under Rule 26(c)(1)(G) of the 
Federal Rules of Civil Procedure, and Defendant marks 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 Defendant ten calendar days' notice prior to 
divulging such material in any legal proceeding (other than a grand 
jury proceeding).

IX. 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.

X. ENFORCEMENT OF FINAL JUDGMENT

    A. The United States retains and reserves all rights to enforce the 
provisions of this Final Judgment, including its right to seek an order 
of contempt from this Court. Defendant agrees that in any civil 
contempt action, any motion to show cause, or any similar civil action 
brought by the United States regarding an alleged violation of this 
Final Judgment, the United States may establish a violation of the 
Final Judgment and the appropriateness of any remedy therefor by a 
preponderance of the evidence, and Defendant waives any argument that a 
different standard of proof should apply.
    B. The Final Judgment should be interpreted to give full effect to 
the procompetitive purposes of the antitrust laws and to restore all 
competition the United States alleged was harmed by the challenged 
conduct. Defendant agrees that it may be held in contempt of, and that 
the Court may enforce, any provision of this Final Judgment that, as 
interpreted by the Court in light of these procompetitive principles 
and applying ordinary tools of interpretation, is stated specifically 
and in reasonable detail, whether or not it is clear and unambiguous on 
its face. In any such interpretation, the terms of this Final Judgment 
should not be construed against either party as the drafter.
    C. In any enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may apply 
to the Court for a one-time extension of this Final Judgment, together 
with such other relief as may be appropriate. In connection with any 
successful effort by the United States to enforce this Final Judgment 
against Defendant, whether litigated or resolved prior to litigation, 
Defendant agrees to reimburse the United States for the fees and 
expenses of its attorneys, as well as any other costs including 
experts' fees, incurred in connection with that enforcement effort, 
including in the investigation of the potential violation.

[[Page 44131]]

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire seven years from the date of its entry, except that after five 
years from the date of its entry, this Final Judgment may be terminated 
upon notice by the United States to the Court and Defendant that the 
continuation of the Final Judgment no longer is necessary or in the 
public interest.

XII. NOTICE

    For purposes of this Final Judgment, any notice or other 
communication required to be provided to the United States shall be 
sent to the person at the address set forth below (or such other 
addresses as the United States may specify in writing to Defendant): 
Chief, Media, Entertainment, and Professional Services Section, U.S. 
Department of Justice Antitrust Division, 450 Fifth Street NW, Suite 
4000, Washington, DC 20530.
    For purposes of this Final Judgment, any notice or other 
communication required to be provided to Defendant shall be sent to the 
person at the address set forth below (or such other addresses as 
Defendant may specify in writing to the United States): Andrew J. 
Siegel, Senior Vice President, Law CBS Law Department, CBS Television 
Stations, 51 West 52nd Street, New York, NY 10019.
    With a courtesy copy sent to: Yehudah L. Buchweitz, Partner, Weil, 
Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153. Counsel for 
Defendant.

XIII. 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. 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.
    IT IS SO ORDERED by the Court, this__ day of___, 201_.

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

-----------------------------------------------------------------------
United States District Judge
EXHIBIT 1
[Company Letterhead]
Andrew J. Siegel
Senior Vice President, Law
CBS Law Department
CBS Television Stations
51 West 52nd Street
New York, NY 10019 T: 212-975-4480
Re: Prohibitions Against Sharing of Competitively Sensitive Information
Dear [XX]:
    I provide you this notice regarding a judgment recently entered by 
a federal judge in Washington, D.C. prohibiting the sharing of certain 
information with other broadcast television station(s).
    The judgment applies to our company and all of its employees, 
including you, so it is important that you understand the obligations 
it imposes on us. CEO or President of CBS Corp. has asked me to let 
each of you know that he expects you to take these obligations 
seriously and abide by them.
    The judgment prohibits us from sharing or receiving, directly or 
indirectly (including through a national sales representative firm), 
competitively sensitive information with or from any employee, agent, 
or representative of another broadcast television station in the same 
DMA it does not own or operate. Competitively sensitive information 
means any non-public information regarding the sale of spot advertising 
on broadcast television stations, including information relating to any 
pricing or pricing strategies, pacing, holding capacity, revenues, or 
market shares. There are limited exceptions to this restriction, which 
are listed in the judgment. We will provide briefing on the legitimate 
or illegitimate exchange of information. You must consult with me if 
you have any questions on whether a particular circumstance is subject 
to an exception under the judgment.
    A copy of the judgment is attached. Please read it carefully and 
familiarize yourself with its terms. The judgment, rather than the 
above description, is controlling. If you have any questions about the 
judgment or how it affects your sale of spot advertising, please 
contact me as soon as possible.
    Please sign and return the attached Employee Certification to 
[Defendant's Antitrust Compliance Officer] within thirty days of your 
receipt of this letter. Thank you for your cooperation.

Sincerely,
Andrew J. Siegel
Senior Vice President, Law
CBS Law Department
CBS Television Stations

Employee Certification

    I,____[name], ____[position] at ____[station or location] do hereby 
certify that I (i) have read and understand, and agree to abide by, the 
terms of the Final Judgment; (ii) am not aware of any violation of the 
Final Judgment that has not been reported to CBS Corporation; and (iii) 
understand that my failure to comply with this Final Judgment may 
result in an enforcement action for civil or criminal contempt of 
court.

-----------------------------------------------------------------------
Name:
Date:

EXHIBIT 2

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al., Defendants.

Case No.

ACKNOWLEDGEMENT OF APPLICABILITY

    The undersigned acknowledges that [Full Buyer Name], including its 
successors and assigns, and its subsidiaries, divisions, and broadcast 
television stations, and their directors, officers, and employees 
(``Acquirer''), following consummation of the Acquirer's acquisition of 
[insert names of station or stations acquired] (each, an ``Acquired 
Station''), is bound by the Final Judgment entered by this Court in the 
above-captioned action (``Final Judgment''), as if the Acquirer were a 
Defendant under the Final Judgment, as follows:
    1. The Acquirer shall be bound in full by all Sections of the 
Consent Decree not specifically discussed below.
    2. As to Sections IV, V, and VII of the Final Judgment, the 
Acquirer is bound to the Final Judgment only as to (i) each Acquired 
Station, each Acquired Station's successors and assigns, and each 
Acquired Station's subsidiaries and divisions, and each Acquired 
Station's directors, officers, and employees, (ii) Acquirer's officers 
and directors only with respect to any responsibilities or actions 
regarding any Acquired Stations, and (iii) employees with management or 
supervisory responsibilities for Acquirer's business or operations 
related to the sale of spot advertising on any Acquired Station, only 
with respect to those responsibilities.
    3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), 
VI(E), and VIII of the Final Judgment, the Acquirer is bound to the 
Final Judgment only as to (i) each Acquired Station, each

[[Page 44132]]

Acquired Station's successors and assigns, and each Acquired Station's 
subsidiaries and divisions, and each Acquired Station's directors, 
officers, and employees, (ii) Acquirer's officers and directors, and 
(iii) employees with management or supervisory responsibilities for 
Acquirer's business or operations related to the sale of spot 
advertising on any Acquired Station.
    4. The release contained in Sections VII(C) and (D) applies to the 
Acquirer, but only to civil actions or criminal charges arising from 
actions taken by any Acquired Station.
    5. The Acquirer shall not be bound by Sections VI(C)(1), 
VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all, 
unless the Acquirer acquires the Acquired Stations earlier than 45 days 
after entry of the Final Judgment.
    6. Section VI(A) applies to the Acquirer, but, unless the Acquirer 
acquires the Acquired Stations earlier than 45 days after entry of the 
Final Judgment, Section VI(A) is modified to make the initial period 
for appointing an Antitrust Compliance Officer in the first sentence 
120 days from consummation of the Acquirer's acquisition of the 
Acquired Station or Acquired Stations.
    This Acknowledgement of Applicability may be voided by a joint 
written agreement between the United States and the Acquirer.

Dated: [ ]

Respectfully submitted,
-----------------------------------------------------------------------
[Counsel for Acquirer]

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al., Defendants.

Case No.

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its Second 
Amended Complaint on
    ___, 2019, alleging that Defendant Cox Enterprises, Inc., among 
others, violated Section 1 of the Sherman Act, 15 U.S.C. Sec.  1, the 
United States and Defendant, 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 WHEREAS, this Final Judgment does not constitute any evidence 
against or admission by any party regarding any issue of fact or law;
    AND WHEREAS, the United States and Defendant agree to be bound by 
the provisions of this Final Judgment pending its approval by this 
Court;
    AND WHEREAS, the Defendant agrees to undertake certain actions and 
to refrain from engaging in certain forms of information sharing with 
its competitors and with its clients' competitors referenced herein;
    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 and each of the 
parties to this action. The allegations in the Second Amended Complaint 
arise under Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  
1. See 28 U.S.C. Sec.  1331.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Advertiser'' means an advertiser, an advertiser's buying 
agent, or an advertiser's representative.
    B. ``Agreement'' means any agreement, understanding, pact, 
contract, or arrangement, formal or informal, oral or written, between 
two or more Persons.
    C. ``Client Station'' means a Station for which Defendant, 
including through Cox Reps, acts as a Sales Representative Firm. If 
Defendant, including through Cox Reps, represents a Cox Station, the 
Cox Station is a Client Station, notwithstanding any corporate 
relationship between Defendant and the Cox Station.
    D. ``Client Station Group'' means a broadcast station group that 
owns or operates one or more Client Stations, including all, each and 
any of the stations the broadcast station group owns.
    E. ``Communicate,'' ``Communicating,'' and ``Communication(s)'' 
means to provide, send, discuss, circulate, exchange, request, or 
solicit information, whether directly or indirectly, and regardless of 
the means by which it is accomplished, including orally or by written 
means of any kind, such as electronic communications, e-mails, 
facsimiles, telephone communications, voicemails, text messages, audio 
recordings, meetings, interviews, correspondence, exchange of written 
or recorded information, or face-to-face meetings.
    F. ``Competitively Sensitive Information'' means any of the 
following information, less than eighteen months old, of Defendant, a 
Client Station, a Client Station Group, or any broadcast television 
station regarding the sale of spot advertising on broadcast television 
stations: Non-Public Information relating to pricing or pricing 
strategies, pacing, holding capacity, revenues, or market shares. 
Reports containing only aggregated market-level or national data are 
not Competitively Sensitive Information, but reports (including by paid 
subscription) that are customized or confidential to a particular 
Station or broadcast television station group are Competitively 
Sensitive Information. For the avoidance of doubt, spot advertising 
does not include network television advertising sold by the Defendant 
or television advertising sold by the Defendant in its capacity as an 
agent of the owners of syndicated programming.
    G. ``Cooperative Agreement'' means (1) joint sales agreements, 
joint operating agreements, local marketing agreements, news share 
agreements, or shared services agreements, or (2) any agreement through 
which a Person exercises control over any broadcast television station 
not owned by the Person.
    H. ``Cox Media Group'' means Defendant's subsidiary Cox Media 
Group, LLC, a Delaware corporation with its headquarters in Atlanta, 
Georgia, its successors and assigns, and its subsidiaries, divisions, 
and groups, and their directors, officers, and employees, including 
without limitation each Cox Station.
    I. ``Cox Station'' means any Station owned or operated by 
Defendant.
    J. ``Cox Reps'' means Defendant's indirect subsidiary Cox Reps, 
Inc., a Delaware corporation with its headquarters in New York, its 
successors and assigns, and its subsidiaries, divisions, and groups, 
and their directors, officers, and employees, including Harrington 
Richter & Parsons LLC, MMT Sales, LLC, and Telerep, LLC.
    K. ``Defendant'' means Cox Enterprises, Inc., a Delaware 
corporation with its headquarters in Atlanta, Georgia, its successors 
and assigns, and its subsidiaries, divisions, and Stations, and their 
directors, officers, and employees, including without limitation Cox 
Media Group, each Cox Station, and Cox Reps.
    L. ``DMA'' means Designated Market Area as defined by A.C. Nielsen 
Company and used by the Investing in Television BIA Market Report 2018.
    M. ``Management'' means all directors and executive officers of 
Defendant, or any other employee with management or supervisory 
responsibilities for Defendant's business or operations related to the 
sale of spot advertising on any Cox Station or Client Station.

[[Page 44133]]

    N. ``Non-Public Information'' means information that is not 
available from public sources or generally available to the public. 
Measurement or quantification of a Station's future holding capacity is 
Non-Public Information, but measurement or quantification of a 
Station's past holding capacity is not Non-Public Information. For the 
avoidance of doubt, the fact that information is available by paid 
subscription does not on its own render the information public.
    O. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, agency, 
board, authority, commission, office, or other business or legal 
entity, whether private or governmental.
    P. ``Sales Representative Firm'' means any organization, including 
without limitation Katz Media Group, Inc. and Cox Reps, Inc., and their 
respective subsidiaries and divisions, that represents or assists a 
Station or its owner in the sale of spot advertising.
    Q. ``Sales Staff'' means Defendant's employees or contractors with 
responsibility for
    (1) the sale of spot advertising on any Station, or (2) 
representation of a Client Station or Client Station Group in the sale 
of spot advertising on any Station.
    R. ``Station'' means any broadcast television station, its 
successors and assigns, and its subsidiaries, divisions, groups, and 
its owner or operator and its directors, officers, managers, and 
employees.
    S. ``Station Group'' means a broadcast station group that owns one 
or more Stations, including all, each and any of the Stations the 
broadcast station group owns.

III. APPLICABILITY

    This Final Judgment applies to Defendant, other Persons in active 
concert or participation with Defendant who receive actual notice of 
this Final Judgment by personal service or otherwise, and any Person 
that signs an Acknowledgment of Applicability, attached as Exhibit 2, 
to the extent set forth therein, as a condition of the purchase of 
either Cox Reps or a Station owned by Defendant as of February 1, 2019. 
This Final Judgment applies to Defendant's actions performed under any 
Cooperative Agreement of Defendant, a Client Station, or a Client 
Station Group, even if those actions are taken on behalf of a third 
party or a party that is not a Client Station or Client Station Group. 
This Final Judgment is fully enforceable, including by penalty of 
contempt, against all of the foregoing.

IV. PROHIBITED CONDUCT

    A. As to any Cox Station, Defendant's Management and Sales Staff 
shall not, directly or indirectly:
    1. Communicate Competitively Sensitive Information to any Station 
in the same DMA it does not own or operate;
    2. Knowingly use Competitively Sensitive Information from or 
regarding any Station in the same DMA it does not own or operate;
    3. Encourage or facilitate the Communication of Competitively 
Sensitive Information to or from any Station in the same DMA it does 
not own or operate; or
    4. Attempt to enter into, enter into, maintain, or enforce any 
Agreement to Communicate Competitively Sensitive Information with any 
Station in the same DMA it does not own or operate.
    B. As to Cox Reps, Defendant's Management and Sales Staff shall 
not, directly or indirectly:
    1. Communicate to any Station, or to any Sales Staff or other Sales 
Representative Firm representing that Station, Competitively Sensitive 
Information from or regarding another Station in the same DMA that is 
not part of the same Station Group;
    2. Communicate to any Station Group, or to any Sales Staff or other 
Sales Representative Firm representing that Station Group, 
Competitively Sensitive Information from or regarding any Station, not 
part of that Station Group, that operates in the same DMA as one or 
more of that Station Group's Stations;
    3. Communicate Competitively Sensitive Information to any other 
Sales Representative Firm;
    4. Knowingly use Competitively Sensitive Information on behalf of 
any Station operating in a given DMA from or regarding any other 
Station in that same DMA that is not within the same Client Station 
Group;
    5. Encourage or facilitate the Communication of Competitively 
Sensitive Information between two or more Stations in the same DMA that 
are not part of the same Client Station Group; or
    6. Attempt to enter into, enter into, maintain, or enforce any 
agreement to Communicate Competitively Sensitive Information between 
two or more Stations in the same DMA that are not part of the same 
Client Station Group.
    C. The prohibitions under Paragraph IV(A) apply to Cox Media 
Group's Communicating or agreeing to Communicate through a Sales 
Representative Firm or a third- party agent at Cox Media Group's 
instruction or request. The prohibitions of Paragraph IV(A) do not 
apply to Cox Reps' Management and Sales Staff to the extent Cox Reps' 
Management or Sales Staff acts in their capacity as representatives of 
a Client Station other than a Cox Station.
    D. Defendant shall not sell Cox Reps or any Station owned by 
Defendant as of February 1, 2019 to any Person unless that Person has 
first executed the Acknowledgment of Applicability, attached as Exhibit 
2. Defendant shall submit any Acknowledgement of Applicability to the 
United States within 15 days of consummating the sale of such Station. 
The United States, in its sole discretion, may waive the prohibition in 
this Paragraph IV(D) as to Cox Reps or as to any Cox Station on a 
Station-by-Station basis. Alternatively, the United States and the 
Person signing the Acknowledgement of Applicability may agree to void 
the Acknowledgement of Applicability at any time. The first sentence of 
this paragraph shall not apply to the sale of Cox Reps or any Station 
to a Person already bound to a final judgment entered by a court 
regarding the Communication of Competitively Sensitive Information.

V. CONDUCT NOT PROHIBITED

    A. Nothing in Section IV shall prohibit Defendant from 
Communicating, using, or encouraging or facilitating the Communication 
of, Competitively Sensitive Information with an actual or prospective 
Advertiser, except that, if the Advertiser is a Station, Defendant's 
Communicating, using, or encouraging or facilitating the Communication 
of, Competitively Sensitive Information is excluded from the 
prohibitions of Section IV only insofar as is reasonably necessary to 
negotiate the sale of spot advertising on broadcast television 
stations. Nothing in Section IV shall prohibit a Cox Station's 
Management and Sales Staff from internally using Competitively 
Sensitive Information received from an Advertiser, but Defendant is 
prohibited from Communicating that Competitively Sensitive Information 
to a Station in the same DMA that, with respect to Cox Media, it does 
not own or operate or, with respect to Cox Reps, is not part of the 
same Client Station Group. Nothing in Section IV shall prohibit Cox 
Reps' Management and Sales Staff from internally using Competitively 
Sensitive Information received from an Advertiser for purposes of the 
Client Station or Client Station Group they represented when receiving 
that Competitively Sensitive Information, but Defendant is prohibited 
from Communicating that

[[Page 44134]]

Competitively Sensitive Information to any other Station that is not 
part of the same Client Station Group Cox Reps represented when 
receiving that Competitively Sensitive Information and that operates in 
the same DMA(s) as the Client Station or Client Station Group that Cox 
Reps represented when receiving the Competitively Sensitive 
Information.
    B. Nothing in Section IV shall prohibit Defendant from, after 
securing advice of counsel and in consultation with the Antitrust 
Compliance Officer, Communicating, using, encouraging or facilitating 
the Communication of, or attempting to enter into, entering into, 
maintaining, or enforcing any Agreement to Communicate Competitively 
Sensitive Information with any Station when such Communication or use 
is (a) for the purpose of evaluating or effectuating a bona fide 
acquisition, disposition, or exchange of Stations or related assets, or 
(b) reasonably necessary for achieving the efficiencies of any other 
legitimate competitor collaboration. With respect to any such 
agreement:
    1. For all Agreements under Part V(B)(a) with any other Station to 
Communicate Competitively Sensitive Information that Defendant enters 
into, renews, or affirmatively extends after the date of entry of this 
Final Judgment, Defendant shall maintain documents sufficient to show:
    i. the specific transaction or proposed transaction to which the 
sharing of Competitively Sensitive Information relates;
    ii. the employees, identified with reasonable specificity, who are 
involved in the sharing of Competitively Sensitive Information; and
    iii. the termination date or event of the sharing of Competitively 
Sensitive Information.
    2. All Agreements under Part V(B)(b) with any other Station to 
Communicate Competitively Sensitive Information that Defendant enters 
into, renews, or affirmatively extends after the date of entry of this 
Final Judgment shall be in writing, and shall:
    i. identify and describe, with specificity, the collaboration to 
which it is ancillary;
    ii. be narrowly tailored to permit the Communication of 
Competitively Sensitive Information only when reasonably necessary and 
only to the employees reasonably necessary to effectuate the 
collaboration;
    iii. identify with reasonable specificity the Competitively 
Sensitive Information Communicated pursuant to the agreement and 
identify the employees to receive the Competitively Sensitive 
Information;
    iv. contain a specific termination date or event; and
    v. be signed by all parties to the agreement, including any 
modifications to the agreement.
    3. For Communications under Part V(B)(a) above, Defendant shall 
maintain copies of all materials required under Paragraph V(B)(1) for 
five years or the duration of the Final Judgment, whichever is shorter, 
following entry into any agreement to Communicate or receive 
Competitively Sensitive Information, and Defendant shall make such 
documents available to the United States upon request, if such request 
is made during the preservation period.
    4. For Communications under Part V(B)(b) above, Defendant shall 
furnish a copy of all materials required under Paragraph V(B)(2) to the 
United States within thirty days of the entry, renewal, or extension of 
the agreement.
    5. For purposes of this Section V(B) only, a Joint Sales Agreement, 
Local Marketing Agreement, or similar Agreement pursuant to which the 
Defendant Communicates, uses, encourages or facilitates the 
Communication of, or attempts to enter into, enters into, maintains, or 
enforces any Agreement to Communicate Competitively Sensitive 
Information related solely to the sale of spot advertising for which 
Defendant is responsible on a Station, shall be considered a 
``legitimate competitor collaboration'' under Part V(B)(b).
    C. Nothing in Section IV shall prohibit Defendant from engaging in 
conduct in accordance with the doctrine established in Eastern Railroad 
Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127 
(1961), United Mine Workers v. Pennington, 381 U.S. 657 (1965), and 
their progeny.
    D. Nothing in Section IV prohibits Defendant from (1) 
Communicating, encouraging or facilitating the Communication of, or 
attempting to enter into, entering into, maintaining, or enforcing any 
Agreement to Communicate Competitively Sensitive Information for the 
purpose of aggregation if (a) Competitively Sensitive Information is 
sent to or received from, and the aggregation is managed by, a third 
party not owned or operated by any Station; (b) the information 
disseminated by the aggregator is limited to historical total broadcast 
television station revenue or other geographic or characteristic 
categorization (e.g., national, local, or political sales revenue); and 
(c) any information disseminated is sufficiently aggregated such that 
it would not allow a recipient to identify, deduce, or estimate the 
prices or pacing of any individual broadcast television station not 
owned or operated by that recipient; or (2) using information that 
meets the requirements of Parts V(D)(1)(a)-(c).

VI. REQUIRED CONDUCT

    A. Within ten days of entry of this Final Judgment, Defendant shall 
appoint an Antitrust Compliance Officer who is an internal employee or 
Officer of Defendant, and identify to the United States the Antitrust 
Compliance Officer's name, business address, telephone number, and 
email address. Within forty-five days of a vacancy in the Antitrust 
Compliance Officer position, Defendant shall appoint a replacement, and 
shall identify to the United States the Antitrust Compliance Officer's 
name, business address, telephone number, and email address. 
Defendant's initial or replacement appointment of an Antitrust 
Compliance Officer is subject to the approval of the United States, in 
its sole discretion.
    B. The Antitrust Compliance Officer shall have, or shall retain 
outside counsel who has, the following minimum qualifications:
    1. be an active member in good standing of the bar in any U.S. 
jurisdiction; and
    2. have at least five years' experience in legal practice, 
including experience with antitrust matters, unless finding an 
Antitrust Compliance Officer or outside counsel meeting this experience 
requirement is a hardship on or is not reasonably available to 
Defendant, under which circumstances Defendant may select an Antitrust 
Compliance Officer or shall retain outside counsel who has at least 
five years' experience in legal practice, including experience with 
regulatory or compliance matters.
    C. The Antitrust Compliance Officer shall, directly or through the 
employees or counsel working at the Antitrust Compliance Officer's 
responsibility and direction:
    1. within fourteen days of entry of the Final Judgment, furnish to 
all of Defendant's Management and Sales Staff a copy of this Final 
Judgment, the Competitive Impact Statement filed by the United States 
with the Court, and a cover letter in a form attached as Exhibit 1(A), 
and to Defendant's Client Stations and Client Station Groups a copy of 
this Final Judgment, the Competitive Impact Statement filed by the 
United States with the Court, and a cover letter in a form attached as 
Exhibit 1(B);
    2. within fourteen days of entry of the Final Judgment, in a manner 
to be devised by Defendant and approved by the United States, provide 
Defendant's

[[Page 44135]]

Management and Sales Staff reasonable notice of the meaning and 
requirements of this Final Judgment;
    3. annually brief (i) Management of Cox Media Group, (ii) 
Management of Cox Reps, and (iii) Sales Staff on the meaning and 
requirements of this Final Judgment and the U.S. antitrust laws;
    4. brief any Person who succeeds a Person in any position 
identified in Paragraph VI(C)(3), within sixty days of such succession;
    5. obtain from each Person designated in Paragraph VI(C)(3) or 
VI(C)(4), within thirty days of that Person's receipt of the Final 
Judgment, a certification that the Person (i) has read and understands 
and agrees to abide by the terms of this Final Judgment; (ii) is not 
aware of any violation of the Final Judgment that has not been reported 
to Defendant; and (iii) understands that failure to comply with this 
Final Judgment may result in an enforcement action for civil or 
criminal contempt of court;
    6. annually communicate to Defendant's Management and Sales Staff 
that they may disclose to the Antitrust Compliance Officer, without 
reprisal for such disclosure, information concerning any violation or 
potential violation of this Final Judgment or the U.S. antitrust laws 
by Defendant;
    7. within thirty days of the latest filing of the Second Amended 
Complaint, Proposed Final Judgment, or Competitive Impact Statement in 
this action, Defendant shall provide notice of the Second Amended 
Complaint, Proposed Final Judgment, and Competitive Impact Statement, 
in each DMA in which Defendant owns or operates a Station or in which 
Defendant's Client Station operates, to every full power Station in 
that DMA that sells broadcast television spot advertising. Excluded 
from the preceding sentence is any Cox Station or Client Station. Such 
notice shall be in a form and manner to be proposed by Defendant and 
approved by the United States in its sole discretion. Defendant shall 
provide the United States with its proposal, including the list of 
recipients, within ten days of the filing of the Second Amended 
Complaint; and
    8. maintain for five years or until expiration of the Final 
Judgment, whichever is shorter, a copy of all materials required to be 
issued under Paragraph VI(C), and furnish them to the United States 
within ten days if requested to do so, except documents protected under 
the attorney-client privilege or the attorney work-product doctrine. 
For all materials required to be furnished under Paragraph VI(C) which 
Defendant claims are protected under the attorney-client privilege or 
the attorney work-product doctrine, Defendant shall furnish to the 
United States a privilege log.
    D. Defendant shall:
    1. upon Management or the Antitrust Compliance Officer learning of 
any violation or potential violation of any of the terms and conditions 
contained in this Final Judgment involving a Station or Sales 
Representative Firm in which Defendant has a controlling interest at 
the time of the violation or potential violation, (i) promptly take 
appropriate action to investigate, and in the event of a violation, 
terminate or modify the activity so as to comply with this Final 
Judgment, (ii) maintain all documents related to any violation or 
potential violation of this Final Judgment for a period of five years 
or the duration of this Final Judgment, whichever is shorter, and (iii) 
maintain, and furnish to the United States at the United States' 
request, a log of (a) all such documents and documents for which 
Defendant claims protection under the attorney-client privilege or the 
attorney work product doctrine, and (b) all potential and actual 
violations, even if no documentary evidence regarding the violations 
exist;
    2. within thirty days of Management or the Antitrust Compliance 
Officer learning of any such violation or potential violation of any of 
the terms and conditions contained in this Final Judgment, file with 
the United States a statement describing any violation or potential 
violation of any of the terms and conditions contained in this Final 
Judgment, which shall include a description of any Communications 
constituting the violation or potential violation, including the date 
and place of the Communication, the Persons involved, and the subject 
matter of the Communication;
    3. establish a whistleblower protection policy, which provides that 
any employee may disclose, without reprisal for such disclosure, to the 
Antitrust Compliance Officer information concerning any violation or 
potential violation by the Defendant of this Final Judgment or U.S. 
antitrust laws;
    4. put into place, maintain, and monitor policies and procedures at 
Cox Reps that ensure that Management and Sales Staff representing a 
Client Station do not have access to the Competitively Sensitive 
Information of any other Client Station Group operating in the same DMA 
as the Client Station, including without limitation database access 
restrictions;
    5. have its CEO, General Counsel or Chief Legal Officer certify in 
writing to the United States annually on the anniversary date of the 
entry of this Final Judgment that Defendant has complied with the 
provisions of this Final Judgment;
    6. maintain and produce to the United States upon request: (i) a 
list identifying all employees having received the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4); (ii) copies 
of all materials distributed as part of the annual antitrust briefing 
required under Paragraphs VI(C)(3) and VI(C)(4); and (iii) copies of 
policies and procedures, or descriptions of policies and procedures not 
documented in writing, required under Paragraph VI(D)(4). For all 
materials requested to be produced under this Paragraph VI(D)(6) for 
which Defendant claims is protected under the attorney-client privilege 
or the attorney work-product doctrine, Defendant shall furnish to the 
United States a privilege log; and
    7. in a form and manner to be proposed by Defendant and approved by 
the United States in its sole discretion, maintained and produced to 
the United States upon request, notify each Client Station and Client 
Station Group that the Defendant will refuse any explicit or implicit 
instruction or request to Communicate any of the Client Station's or 
Client Station Group's Competitively Sensitive Information or 
Communicate another Station's Competitively Sensitive Information in a 
way that would violate Sections IV and V of this Final Judgment, within 
14 days of entry of the Final Judgment.
    E. For the avoidance of doubt, the term ``potential violation'' as 
used in Paragraph VI(D) does not include the discussion of future 
conduct.
    F. If Defendant acquires a Station after entry of this Final 
Judgment, this Section VI will not apply to that acquired Station or 
the employees of that acquired Station until 120 days after closing of 
the acquisition of that acquired Station.
    G. Subsections (i), (ii) and (iii) of Paragraph VI(C)(3), and the 
provisions of Paragraphs VI(C)(4), VI(C)(5), and VI(D)(4) shall not 
apply if (1) Defendant no longer has a controlling interest in Cox 
Reps, Cox Media Group, or a Cox Station, as specified in those 
subsections or paragraphs, and (2) the Person acquiring the controlling 
interest in Cox Reps, Cox Media Group, or a Cox Station, as specified 
in those subsections or paragraphs, has executed the Acknowledgement of 
Applicability as to those entities.

VII. DEFENDANT'S COOPERATION

    A. Defendant shall cooperate fully and truthfully with the United 
States in any investigation or litigation

[[Page 44136]]

concerning whether or alleging that Defendant, any Station that 
Defendant does not own or operate, or any Sales Representative Firm 
Communicated Competitively Sensitive Information or agreed to 
Communicate Competitively Sensitive Information, in a manner that 
violated Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. 
Defendant shall use its best efforts to ensure that all current and 
former officers, directors, employees, and agents also fully and 
promptly cooperate with the United States. The full, truthful, and 
continuing cooperation of Defendant shall include, but not be limited 
to:
    1. providing sworn testimony, excluding testimony that is protected 
by the attorney-client privilege or the attorney work product doctrine, 
to the United States regarding the Communicating of Competitively 
Sensitive Information or any Agreement to Communicate Competitively 
Sensitive Information;
    2. producing, upon request of the United States, all documents, 
data, and other materials, wherever located, to the extent not 
protected under the attorney-client privilege or the attorney work-
product doctrine, in the possession, custody, or control of Defendant, 
that relate to the Communication of Competitively Sensitive Information 
or any Agreement to Communicate Competitively Sensitive Information, 
and a log of any such documents protected by the attorney-client 
privilege or the attorney work product doctrine;
    3. making available for interview any officers, directors, 
employees, and agents of Defendant if so requested on reasonable notice 
by the United States; and
    4. testifying at trial and other judicial proceedings fully, 
truthfully, and under oath, when called upon to do so by the United 
States;
    5. provided however, that the obligations of Defendant to cooperate 
fully with the United States as described in this Section VII shall 
cease upon the conclusion of all of the United States' investigations 
and the United States' litigations examining whether or alleging that 
Defendant, any Station that Defendant does not own or operate, or any 
Sales Representative Firm Communicated Competitively Sensitive 
Information or agreed to Communicate Competitively Sensitive 
Information, in violation of Section 1 of the Sherman Act, as amended, 
15 U.S.C. Sec.  1, including exhaustion of all appeals or expiration of 
time for all appeals of any Court ruling in each such matter, at which 
point the United States will provide written notice to Defendant that 
its obligations under this Section VII have expired.
    B. Defendant is obligated to impose a litigation hold until the 
United States provides written notice to the Defendant that its 
obligations under this Section VII have expired. This Paragraph VII(B) 
does not apply to documents created after entry of this Final Judgment.
    C. Subject to the full, truthful, and continuing cooperation of 
Defendant, as defined in Paragraph VII(A), the United States will not 
bring any further civil action or any criminal charges against 
Defendant related to any Communication of Competitively Sensitive 
Information or any Agreement to Communicate Competitively Sensitive 
Information provided such Communication or Agreement:
    1. occurred before the date of the filing of the Second Amended 
Complaint in this action (or in the case of a Station that is acquired 
by Defendant after entry of this Final Judgment, was Communicated or 
entered into before the acquisition and terminated within 120 days 
after the closing of the acquisition);
    2. does not involve the Defendant acting as a joint sales agent for 
Stations from different Station Groups competing in the same DMA; and
    3. does not constitute or include an agreement to fix prices or 
divide markets.
    D. The United States' agreement set forth in Paragraph VII(C) does 
not apply to any acts of perjury or subornation of perjury (18 U.S.C. 
Sec. Sec.  1621-22), making a false statement or declaration (18 U.S.C. 
Sec. Sec.  1001, 1623), contempt (18 U.S.C. Sec. Sec.  401-402), or 
obstruction of justice (18 U.S.C. Sec.  1503, et seq.) by the Defendant 
or its officers, directors, and employees. The United States' agreement 
set forth in Paragraph VII(C) does not release any claims against any 
Client Station (except any Cox Station), Client Station Group (except 
Cox Media Group), any Station that is not a Cox Station, or any Sales 
Representative Firm (except Cox Reps).

VIII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with this 
Final Judgment or of any related orders, or of determining whether the 
Final Judgment should be modified, 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 Defendant, be permitted:
    1. to access during Defendant's office hours to inspect and copy, 
or at the option of the United States, to require Defendant to provide 
electronic or hard copies of all books, ledgers, accounts, records, 
data, and documents in the possession, custody, or control of 
Defendant, relating to any matters that are the subject of this Final 
Judgment, not protected by the attorney- client privilege or the 
attorney work product doctrine; and
    2. to interview, either informally or on the record, Defendant's 
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 Defendant; and
    3. to obtain from Defendant written reports or responses to written 
interrogatories, of information not protected by the attorney-client 
privilege or attorney work product doctrine, under oath if requested, 
relating to any matters that are the subject of this Final Judgment as 
may be requested.
    B. No information or documents obtained by the means provided in 
this Section VIII 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 for law 
enforcement purposes, or as otherwise required by law.
    C. If at the time information or documents are furnished by 
Defendant to the United States, Defendant represents and identifies in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under Rule 26(c)(1)(G) of the 
Federal Rules of Civil Procedure, and Defendant marks 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 Defendant ten calendar days' notice prior to 
divulging such material in any legal proceeding (other than a grand 
jury proceeding).

IX. 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

[[Page 44137]]

construe this Final Judgment, to modify any of its provisions, to 
enforce compliance, and to punish violations of its provisions.

X. ENFORCEMENT OF FINAL JUDGMENT

    A. The United States retains and reserves all rights to enforce the 
provisions of this Final Judgment, including its right to seek an order 
of contempt from this Court. Defendant agrees that in any civil 
contempt action, any motion to show cause, or any similar civil action 
brought by the United States regarding an alleged violation of this 
Final Judgment, the United States may establish a violation of the 
Final Judgment and the appropriateness of any remedy therefor by a 
preponderance of the evidence, and Defendant waives any argument that a 
different standard of proof should apply.
    B. The Final Judgment should be interpreted to give full effect to 
the procompetitive purposes of the antitrust laws and to restore all 
competition the United States alleged was harmed by the challenged 
conduct. Defendant agrees that it may be held in contempt of, and that 
the Court may enforce, any provision of this Final Judgment that, as 
interpreted by the Court in light of these procompetitive principles 
and applying ordinary tools of interpretation, is stated specifically 
and in reasonable detail, whether or not it is clear and unambiguous on 
its face. In any such interpretation, the terms of this Final Judgment 
should not be construed against either party as the drafter.
    C. In any enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may apply 
to the Court for a one-time extension of this Final Judgment, together 
with such other relief as may be appropriate. In connection with any 
successful effort by the United States to enforce this Final Judgment 
against Defendant, whether litigated or resolved prior to litigation, 
Defendant agrees to reimburse the United States for the fees and 
expenses of its attorneys, as well as any other costs including 
experts' fees, incurred in connection with that enforcement effort, 
including in the investigation of the potential violation.

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire seven years from the date of its entry, except that after five 
years from the date of its entry, this Final Judgment may be terminated 
upon notice by the United States to the Court and Defendant that the 
continuation of the Final Judgment no longer is necessary or in the 
public interest.

XII. NOTICE

    For purposes of this Final Judgment, any notice or other 
communication required to be provided to the United States shall be 
sent to the person at the address set forth below (or such other 
addresses as the United States may specify in writing to Defendant): 
Chief, Media, Entertainment, and Professional Services Section, U.S. 
Department of Justice Antitrust Division, 450 Fifth Street NW, Suite 
4000, Washington, DC 20530.

XIII. 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. 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.
    IT IS SO ORDERED by the Court, this __ day of __, 201_.

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

EXHIBIT 1(A)

[Company Letterhead]
[Name and Address of Antitrust Compliance Officer]
Re: Prohibitions Against Sharing of Competitively Sensitive Information
Dear [XX]:
    I provide you this notice regarding a judgment recently entered by 
a federal judge in Washington, D.C. prohibiting the sharing of certain 
information with or among stations competing in the same DMA, other 
national sales representative firms, or Cox Reps' sales staff 
representing client stations in the same DMA that are not part of the 
same station group.
    The judgment applies to our company and all of its employees, 
including you, so it is important that you understand the obligations 
it imposes on us. [CEO Name] has asked me to let each of you know that 
[s/he] expects you to take these obligations seriously and abide by 
them.
    The judgment prohibits us from sharing or receiving, directly or 
indirectly, including through another national sales representative 
firm, competitively sensitive information with or from any employee, 
agent, or representative of another broadcast television station in the 
same DMA we do not own or operate or that Cox Reps does not represent. 
In addition, while the judgment does not prevent Cox Reps from 
obtaining competitively sensitive information from our client stations, 
we cannot share client's competitively sensitive information with 
another station in the same DMA that is not part of the same station 
group, even if that other station is also a client of Cox Reps. 
Competitively sensitive information means any non-public information 
regarding the sale of spot advertising on broadcast television 
stations, including information relating to any pricing or pricing 
strategies, pacing, holding capacity, revenues, or market shares. There 
are limited exceptions to this restriction, which are listed in the 
judgment. The company will provide further training on what exchanges 
of information are appropriate. You must consult with me if you have 
any questions on whether a particular circumstance is subject to an 
exception under the judgment.
    A copy of the judgment is attached. Please read it carefully and 
familiarize yourself with its terms. The judgment, rather than the 
above description, is controlling. If you have any questions about the 
judgment or how it affects your sale of spot advertising or 
representation of our client broadcast stations, please contact me as 
soon as possible.
    Please sign and return the attached Employee Certification to 
[Defendant's Antitrust Compliance Officer] within thirty days of your 
receipt of this letter. Thank you for your cooperation.

Sincerely,

[Defendant's Antitrust Compliance Officer]

Employee Certification

    I, ____ [name], ____ [position] at ____ [station or location] do 
hereby certify that I (i) have read and understand, and agree to abide 
by, the terms of the Final Judgment; (ii) am not aware of any violation 
of the Final Judgment that has not been reported to [Defendant]; and 
(iii) understand that my failure to comply with this Final Judgment may 
result in an enforcement action for civil or criminal contempt of 
court.

-----------------------------------------------------------------------

[[Page 44138]]

Name:
Date:

EXHIBIT 1(B)

[Company Letterhead]
[Name and Address of Antitrust Compliance Officer]
Re: Prohibitions Against Sharing of Competitively Sensitive Information
Dear [XX]:
    I provide you this notice regarding a judgment recently entered by 
a federal judge in Washington, D.C. prohibiting the sharing of certain 
information with or among stations competing in the same DMA, other 
national sales representative firms, or Cox Reps' sales staff 
representing client stations in the same DMA that are not part of the 
same station group.
    The judgment prohibits Cox Reps from sharing with or receiving from 
any employee, agent, or representative of a broadcast television 
station--whether directly or indirectly, including through another 
national sales representative firm--competitively sensitive information 
from or regarding another station in the same DMA that is not part of 
the same broadcast station group. In addition, while the judgment does 
not prevent Cox Reps from obtaining competitively sensitive information 
from its client stations, Cox Reps cannot share a client's 
competitively sensitive information with another station in the same 
DMA that is not part of the same station group, even if that other 
station is also a client of Cox Reps. Competitively sensitive 
information means any non-public information regarding the sale of spot 
advertising on broadcast television stations, including information 
relating to any pricing or pricing strategies, pacing, holding 
capacity, revenues, or market shares. There are limited exceptions to 
this restriction, which are listed in the judgment.
    A copy of the judgment is attached. The judgment, rather than the 
above description, is controlling. If you have any questions about this 
letter, please feel free to contact me.

Sincerely,

[Defendant's Antitrust Compliance Officer]

EXHIBIT 2

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al., Defendants.

Case No.

ACKNOWLEDGEMENT OF APPLICABILITY

    The undersigned acknowledges that [Full Buyer Name], including its 
successors and assigns, and its subsidiaries, divisions, and broadcast 
television stations, and their directors, officers, and employees 
(``Acquirer''), following consummation of the Acquirer's acquisition of 
[insert names of Cox Reps or station or stations acquired] (each, an 
``Acquired Station'' \1\), is bound by the Final Judgment entered by 
this Court in the above-captioned action against Cox Enterprises, Inc. 
(``Final Judgment''), as if the Acquirer were a Defendant under the 
Final Judgment, as follows:
---------------------------------------------------------------------------

    \1\ The term ``Cox Reps'' can be substituted for ``Acquired 
Station'' throughout this Acknowledgement if the acquired asset is 
Cox Reps. If both Cox Reps and a Cox Station are acquired, use both 
terms.
---------------------------------------------------------------------------

    1. The Acquirer shall be bound in full by all Sections of the 
Consent Decree not specifically discussed below.
    2. As to Sections IV, V, and VII of the Final Judgment, the 
Acquirer is bound to the Final Judgment only as to (i) each Acquired 
Station, each Acquired Station's successors and assigns, and each 
Acquired Station's subsidiaries and divisions, and each Acquired 
Station's directors, officers, and employees, (ii) Acquirer's officers 
and directors only with respect to any responsibilities or actions 
regarding any Acquired Stations, and (iii) employees with management or 
supervisory responsibilities for Acquirer's business or operations 
related to the sale of spot advertising on any Acquired Station, only 
with respect to those responsibilities.
    3. As to Sections VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), 
VI(E), and VIII of the Final Judgment, the Acquirer is bound to the 
Final Judgment only as to (i) each Acquired Station, each Acquired 
Station's successors and assigns, and each Acquired Station's 
subsidiaries and divisions, and each Acquired Station's directors, 
officers, and employees, (ii) Acquirer's officers and directors, and 
(iii) employees with management or supervisory responsibilities for 
Acquirer's business or operations related to the sale of spot 
advertising on any Acquired Station.
    4. The release contained in Sections VII(C) and (D) applies to the 
Acquirer, but only to civil actions or criminal charges arising from 
actions taken by any Acquired Station.
    5. The Acquirer shall not be bound by Sections VI(C)(1), VI(C)(2), 
VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all, unless the 
Acquirer acquires the Acquired Stations earlier than 45 days after 
entry of the Final Judgment.
    6. Section VI(A) applies to the Acquirer, but, unless the Acquirer 
acquires the Acquired Stations earlier than 45 days after entry of the 
Final Judgment, Section VI(A) is modified to make the initial period 
for appointing an Antitrust Compliance Officer in the first sentence 
120 days from consummation of the Acquirer's acquisition of the 
Acquired Station or Acquired Stations.
    This Acknowledgement of Applicability may be voided by a joint 
written agreement between the United States and the Acquirer.

Dated: [ ]

Respectfully submitted,

/s/--------------------------------------------------------------------
[Counsel for Acquirer]

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States Of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al., Defendants.

Case No.

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its Amended 
Complaint on ___, 2019, alleging that Defendant Fox Corporation, among 
others, violated Section 1 of the Sherman Act, 15 U.S.C. Sec.  1, the 
United States and Defendant, 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 WHEREAS, this Final Judgment does not constitute any evidence 
against or admission by any party regarding any issue of fact or law;
    AND WHEREAS, the United States and Defendant agree to be bound by 
the provisions of this Final Judgment pending its approval by this 
Court;
    AND WHEREAS, the Defendant agrees to undertake certain actions and 
to refrain from engaging in certain forms of information sharing with 
its competitors;
    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 and each of the 
parties to this action.
    The allegations in the Complaint arise under Section 1 of the 
Sherman Act, as amended, 15 U.S.C. Sec.  1. See 28 U.S.C. Sec.  1331.

[[Page 44139]]

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Advertiser'' means an advertiser, an advertiser's buying 
agent, or an advertiser's representative.
    B. ``Agreement'' means any agreement, understanding, pact, 
contract, or arrangement, formal or informal, oral or written, between 
two or more Persons.
    C. ``Communicate,'' ``Communicating,'' and ``Communication(s)'' 
means to provide, send, discuss, circulate, exchange, request, or 
solicit information, whether directly or indirectly, and regardless of 
the means by which it is accomplished, including orally or by written 
means of any kind, such as electronic communications, e-mails, 
facsimiles, telephone communications, voicemails, text messages, audio 
recordings, meetings, interviews, correspondence, exchange of written 
or recorded information, or face-to-face meetings.
    D. ``Competitively Sensitive Information'' means any of the 
following information, less than eighteen months old, of Defendant or 
any broadcast television station regarding the sale of spot advertising 
on broadcast television stations: Non-Public Information relating to 
pricing or pricing strategies, pacing, holding capacity, revenues, or 
market shares. Reports containing only aggregated market-level or 
national data are not Competitively Sensitive Information, but reports 
(including by paid subscription) that are customized or confidential to 
a particular Station or broadcast television station group are 
Competitively Sensitive Information. For the avoidance of doubt, spot 
advertising does not include network television advertising sold by the 
Defendant or television advertising sold by the Defendant in its 
capacity as an agent of the owners of syndicated programming.
    E. ``Cooperative Agreement'' means (1) joint sales agreements, 
joint operating agreements, local marketing agreements, news share 
agreements, or shared services agreements, or (2) any agreement through 
which a Person exercises control over any broadcast television station 
not owned by the Person.
    F. ``Defendant'' means Fox Corporation, a Delaware corporation with 
its headquarters in New York, New York, its successors and assigns, and 
its subsidiaries, divisions, and Stations, and their directors, 
officers, and employees.
    G. ``DMA'' means Designated Market Area as defined by A.C. Nielsen 
Company and used by the Investing in Television BIA Market Report 2018.
    H. ``Management'' means all directors and executive officers of 
Defendant, or any other employee with management or supervisory 
responsibilities for Defendant's business or operations related to the 
sale of spot advertising on any Station.
    I. ``Non-Public Information'' means information that is not 
available from public sources or generally available to the public. 
Measurement or quantification of a Station's future holding capacity is 
Non-Public Information, but measurement or quantification of a 
Station's past holding capacity is not Non-Public Information. For the 
avoidance of doubt, the fact that information is available by paid 
subscription does not on its own render the information public.
    J. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, agency, 
board, authority, commission, office, or other business or legal 
entity, whether private or governmental.
    K. ``Sales Representative Firm'' means any organization, including 
without limitation Katz Media Group, Inc. and Cox Reps, Inc., and their 
respective subsidiaries and divisions, that represents a Station or its 
owner in the sale of spot advertising.
    L. ``Sales Staff'' means Defendant's employees with responsibility 
for the sale of spot advertising on any Station.
    M. ``Station'' means any broadcast television station, its 
successors and assigns, and its subsidiaries, divisions, groups, and 
its owner or operator and its directors, officers, managers, and 
employees, unless a Station owns, is owned by, or is under common 
ownership with a Sales Representative Firm, in which case that Sales 
Representative Firm will not be considered a Station.

III. APPLICABILITY

    This Final Judgment applies to Defendant, other Persons in active 
concert or participation with Defendant who receive actual notice of 
this Final Judgment by personal service or otherwise, and any Person 
that signs an Acknowledgment of Applicability, attached as Exhibit 2, 
to the extent set forth therein, as a condition of the purchase of a 
Station owned by Defendant as of February 1, 2019. This Final Judgment 
applies to Defendant's actions performed under any Cooperative 
Agreement, even if those actions are taken on behalf of a third party. 
This Final Judgment is fully enforceable, including by penalty of 
contempt, against all of the foregoing.

IV. PROHIBITED CONDUCT

    A. Defendant's Management and Sales Staff shall not, directly or 
indirectly: Communicate Competitively Sensitive Information to any 
Station in the same DMA it does not own or operate;
    1. Knowingly use Competitively Sensitive Information from or 
regarding any Station in the same DMA it does not own or operate;
    2. Encourage or facilitate the Communication of Competitively 
Sensitive Information to or from any Station in the same DMA it does 
not own or operate; or
    3. Attempt to enter into, enter into, maintain, or enforce any 
agreement to Communicate Competitively Sensitive Information with any 
Station in the same DMA it does not own or operate.
    B. The prohibitions under Paragraph IV(A) apply to Defendant's 
Communicating or agreeing to Communicate through a Sales Representative 
Firm or a third-party agent at Defendant's instruction or request.
    C. Defendant shall not sell any Station owned by the Defendant as 
of February 1, 2019 to any Person unless that Person has first executed 
the Acknowledgment of Applicability, attached as Exhibit 2. Defendant 
shall submit any Acknowledgement of Applicability to the United States 
within 15 days of consummating the sale of such Station. The United 
States, in its sole discretion, may waive the prohibition in this 
Paragraph IV(C) on a Station-by-Station basis. Alternatively, the 
United States and the Person signing the Acknowledgement of 
Applicability may agree to void the Acknowledgement of Applicability at 
any time. The first sentence of this paragraph shall not apply to the 
sale of any Station to a Person already bound to a final judgment 
entered by a court regarding the Communication of Competitively 
Sensitive Information.

V. CONDUCT NOT PROHIBITED

    A. Nothing in Section IV shall prohibit Defendant from 
Communicating, using, or encouraging or facilitating the Communication 
of, Competitively Sensitive Information with an actual or prospective 
Advertiser, except that, if the Advertiser is another Station, 
Defendant's Communicating, using, or encouraging or facilitating the 
Communication of, Competitively Sensitive Information is excluded from 
the prohibitions of Section IV only insofar as is reasonably necessary 
to negotiate the sale of spot

[[Page 44140]]

advertising on broadcast television stations. For the avoidance of 
doubt, Defendant is not prohibited from internally using Competitively 
Sensitive Information received from an Advertiser that is a Station 
under the preceding sentence, but Defendant is prohibited from 
Communicating that Competitively Sensitive Information to a Station in 
the same DMA that it does not own or operate.
    B. Nothing in Section IV shall prohibit Defendant from, after 
securing advice of counsel and in consultation with the Antitrust 
Compliance Officer, Communicating, using, encouraging or facilitating 
the Communication of, or attempting to enter into, entering into, 
maintaining, or enforcing any agreement to Communicate Competitively 
Sensitive Information with any Station when such Communication or use 
is (a) for the purpose of evaluating or effectuating a bona fide 
acquisition, disposition, or exchange of Stations or related assets, or 
(b) reasonably necessary for achieving the efficiencies of any other 
legitimate competitor collaboration. With respect to any such 
agreement:
    1. For all agreements under Part V(B)(a) with any other Station to 
Communicate Competitively Sensitive Information that Defendant enters 
into, renews, or affirmatively extends after the date of entry of this 
Final Judgment, Defendant shall maintain documents sufficient to show:
    i. the specific transaction or proposed transaction to which the 
sharing of Competitively Sensitive Information relates;
    ii. the employees, identified with reasonable specificity, who are 
involved in the sharing of Competitively Sensitive Information; and
    iii. the termination date or event of the sharing of Competitively 
Sensitive Information.
    2. All agreements under Part V(B)(b) with any other Station to 
Communicate Competitively Sensitive Information that Defendant enters 
into, renews, or affirmatively extends after the date of entry of this 
Final Judgment shall be in writing, and shall:
    i. identify and describe, with specificity, the collaboration to 
which it is ancillary;
    ii. be narrowly tailored to permit the Communication of 
Competitively Sensitive Information only when reasonably necessary and 
only to the employees reasonably necessary to effectuate the 
collaboration;
    iii. identify with reasonable specificity the Competitively 
Sensitive Information Communicated pursuant to the agreement and 
identify the employees to receive the Competitively Sensitive 
Information;
    iv. contain a specific termination date or event; and
    v. be signed by all parties to the agreement, including any 
modifications to the agreement.
    3. For Communications under Part V(B)(a) above, Defendant shall 
maintain copies of all materials required under Paragraph V(B)(1) for 
five years or the duration of the Final Judgment, whichever is shorter, 
following entry into any agreement to Communicate or receive 
Competitively Sensitive Information, and Defendant shall make such 
documents available to the United States upon request, if such request 
is made during the preservation period.
    4. For Communications under Part V(B)(b) above, Defendant shall 
furnish a copy of all materials required under Paragraph V(B)(2) to the 
United States within thirty days of the entry, renewal, or extension of 
the agreement.
    5. For purposes of this Section V(B) only, a Joint Sales Agreement, 
Local Marketing Agreement, or similar agreement pursuant to which the 
Defendant Communicates, uses, encourages or facilitates the 
Communication of, or attempts to enter into, enters into, maintains, or 
enforces any agreement to Communicate Competitively Sensitive 
Information related solely to the sale of spot advertising for which 
Defendant is responsible on a Station, shall be considered a 
``legitimate competitor collaboration'' under Part V(B)(b).
    C. Nothing in Section IV shall prohibit Defendant from engaging in 
conduct in accordance with the doctrine established in Eastern Railroad 
Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127 
(1961), United Mine Workers v. Pennington, 381 U.S. 657 (1965), and 
their progeny.
    D. Nothing in Section IV prohibits Defendant from (1) 
Communicating, encouraging or facilitating the Communication of, or 
attempting to enter into, entering into, maintaining, or enforcing any 
agreement to Communicate Competitively Sensitive Information for the 
purpose of aggregation if (a) Competitively Sensitive Information is 
sent to or received from, and the aggregation is managed by, a third 
party not owned or operated by any Station; (b) the information 
disseminated by the aggregator is limited to historical total broadcast 
television station revenue or other geographic or characteristic 
categorization (e.g., national, local, or political sales revenue); and 
(c) any information disseminated is sufficiently aggregated such that 
it would not allow a recipient to identify, deduce, or estimate the 
prices or pacing of any individual broadcast television station not 
owned or operated by that recipient; or (2) using information that 
meets the requirements of Parts V(D)(1)(a)-(c).

VI. REQUIRED CONDUCT

    A. Within ten days of entry of this Final Judgment, Defendant shall 
appoint an Antitrust Compliance Officer who is an internal employee or 
Officer of the Defendant, and identify to the United States the 
Antitrust Compliance Officer's name, business address, telephone 
number, and email address. Within forty-five days of a vacancy in the 
Antitrust Compliance Officer position, Defendant shall appoint a 
replacement, and shall identify to the United States the Antitrust 
Compliance Officer's name, business address, telephone number, and 
email address. Defendant's initial or replacement appointment of an 
Antitrust Compliance Officer is subject to the approval of the United 
States, in its sole discretion.
    B. The Antitrust Compliance Officer shall have, or shall retain 
outside counsel who has, the following minimum qualifications:
    1. be an active member in good standing of the bar in any U.S. 
jurisdiction; and
    2. have at least five years' experience in legal practice, 
including experience with antitrust matters, unless finding an 
Antitrust Compliance Officer or outside counsel meeting this experience 
requirement is a hardship on or is not reasonably available to the 
Defendant, under which circumstances the Defendant may select an 
Antitrust Compliance Officer or shall retain outside counsel who has at 
least five years' experience in legal practice, including experience 
with regulatory or compliance matters.
    C. The Antitrust Compliance Officer shall, directly or through the 
employees or counsel working at the Antitrust Compliance Officer's 
responsibility and direction:
    1. within fourteen days of entry of the Final Judgment, furnish to 
all of Defendant's Management and Sales Staff a copy of this Final 
Judgment, the Competitive Impact Statement filed by the United States 
with the Court, and a cover letter in a form attached as Exhibit 1;
    2. within fourteen days of entry of the Final Judgment, in a manner 
to be devised by Defendant and approved by the United States, provide 
Defendant's Management and Sales Staff reasonable notice of the meaning 
and requirements of this Final Judgment;

[[Page 44141]]

    3. annually brief Defendant's Management and Sales Staff on the 
meaning and requirements of this Final Judgment and the U.S. antitrust 
laws;
    4. brief any Person who succeeds a Person in any position 
identified in Paragraph VI(C)(3), within sixty days of such succession;
    5. obtain from each Person designated in Paragraph VI(C)(3) or 
VI(C)(4), within thirty days of that Person's receipt of the Final 
Judgment, a certification that the Person (i) has read and understands 
and agrees to abide by the terms of this Final Judgment; (ii) is not 
aware of any violation of the Final Judgment that has not been reported 
to Defendant; and (iii) understands that failure to comply with this 
Final Judgment may result in an enforcement action for civil or 
criminal contempt of court;
    6. annually communicate to Defendant's Management and Sales Staff 
that they may disclose to the Antitrust Compliance Officer, without 
reprisal for such disclosure, information concerning any violation or 
potential violation of this Final Judgment or the U.S. antitrust laws 
by Defendant;
    7. within thirty days of the latest filing of the Complaint, 
Proposed Final Judgment, or Competitive Impact Statement in this 
action, Defendant shall provide notice, in each DMA in which Defendant 
owns or operates a Station, to every full power Station in that DMA 
that sells broadcast television spot advertising that Defendant does 
not own or operate, of the Complaint, Proposed Final Judgment, and 
Competitive Impact Statement in a form and manner to be proposed by 
Defendant and approved by the United States in its sole discretion. 
Defendant shall provide the United States with its proposal, including 
the list of recipients, within ten days of the filing of the Complaint; 
and
    8. maintain for five years or until expiration of the Final 
Judgment, whichever is shorter, a copy of all materials required to be 
issued under Paragraph VI(C), and furnish them to the United States 
within ten days if requested to do so, except documents protected under 
the attorney-client privilege or the attorney work-product doctrine. 
For all materials required to be furnished under Paragraph VI(C) which 
Defendant claims are protected under the attorney-client privilege or 
the attorney work-product doctrine, Defendant shall furnish to the 
United States a privilege log.
    D. Defendant shall:
    1. upon Management or the Antitrust Compliance Officer learning of 
any violation or potential violation of any of the terms and conditions 
contained in this Final Judgment, (i) promptly take appropriate action 
to investigate, and in the event of a violation, terminate or modify 
the activity so as to comply with this Final Judgment, (ii) maintain 
all documents related to any violation or potential violation of this 
Final Judgment for a period of five years or the duration of this Final 
Judgment, whichever is shorter, and (iii) maintain, and furnish to the 
United States at the United States' request, a log of (a) all such 
documents and documents for which Defendant claims protection under the 
attorney-client privilege or the attorney work product doctrine, and 
(b) all potential and actual violations, even if no documentary 
evidence regarding the violations exist;
    2. within thirty days of Management or the Antitrust Compliance 
Officer learning of any such violation or potential violation of any of 
the terms and conditions contained in this Final Judgment, file with 
the United States a statement describing any violation or potential 
violation of any of the terms and conditions contained in this Final 
Judgment, which shall include a description of any Communications 
constituting the violation or potential violation, including the date 
and place of the Communication, the Persons involved, and the subject 
matter of the Communication;
    3. establish a whistleblower protection policy, which provides that 
any employee may disclose, without reprisal for such disclosure, to the 
Antitrust Compliance Officer information concerning any violation or 
potential violation by the Defendant of this Final Judgment or U.S. 
antitrust laws;
    4. have its CEO, General Counsel or Chief Legal Officer certify in 
writing to the United States annually on the anniversary date of the 
entry of this Final Judgment that Defendant has complied with the 
provisions of this Final Judgment; and
    5. maintain and produce to the United States upon request: (i) a 
list identifying all employees having received the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) 
copies of all materials distributed as part of the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4). For all 
materials requested to be produced under this Paragraph VI(D)(5) for 
which Defendant claims is protected under the attorney-client privilege 
or the attorney work-product doctrine, Defendant shall furnish to the 
United States a privilege log.
    E. For the avoidance of doubt, the term ``potential violation'' as 
used in Paragraph VI(D) does not include the discussion of future 
conduct.
    F. If Defendant acquires a Station after entry of this Final 
Judgment, this Section VI will not apply to that acquired Station or 
the employees of that acquired Station until 120 days after closing of 
the acquisition of that acquired Station.

VII. DEFENDANT'S COOPERATION

    A. Defendant shall cooperate fully and truthfully with the United 
States in any investigation or litigation concerning whether or 
alleging that Defendant, any Station that Defendant does not own or 
operate, or any Sales Representative Firm Communicated Competitively 
Sensitive Information with or among Defendant or any other Station or 
any Sales Representative Firm in violation of Section 1 of the Sherman 
Act, as amended, 15 U.S.C. Sec.  1. Defendant shall use its best 
efforts to ensure that all current and former officers, directors, 
employees, and agents also fully and promptly cooperate with the United 
States. The full, truthful, and continuing cooperation of Defendant 
shall include, but not be limited to:
    1. providing sworn testimony, that is not protected by the 
attorney-client privilege or the attorney work product doctrine, to the 
United States regarding the Communicating of Competitively Sensitive 
Information or any agreement with any other Station it does not own or 
such other Station's Sales Representative Firm to Communicate 
Competitively Sensitive Information while an employee of the Defendant;
    2. producing, upon request of the United States, all documents, 
data, and other materials, wherever located, to the extent not 
protected under the attorney-client privilege or the attorney work-
product doctrine, in the possession, custody, or control of Defendant, 
that relate to the Communication of Competitively Sensitive Information 
or any agreement with any other Station or such other Station's Sales 
Representative Firm to Communicate Competitively Sensitive Information, 
and a log of documents protected by the attorney-client privilege or 
the attorney work product doctrine;
    3. making available for interview any officers, directors, 
employees, and agents of Defendant if so requested on reasonable notice 
by the United States; and
    4. testifying at trial and other judicial proceedings fully, 
truthfully, and under oath, when called upon to do so by the United 
States;
    5. provided however, that the obligations of Defendant to cooperate

[[Page 44142]]

fully with the United States as described in this Section VII shall 
cease upon the conclusion of all of the United States' investigations 
and the United States' litigations examining whether or alleging that 
Defendant, any Station that Defendant does not own or operate or such 
other Station's Sales Representative Firm Communicated Competitively 
Sensitive Information or with or among Defendant or any other Station 
or any Sales Representative Firm in violation of Section 1 of the 
Sherman Act, as amended, 15 U.S.C. Sec.  1, including exhaustion of all 
appeals or expiration of time for all appeals of any Court ruling in 
each such matter, at which point the United States will provide written 
notice to Defendant that its obligations under this Section VII have 
expired.
    B. Defendant is obligated to impose a litigation hold until the 
United States provides written notice to the Defendant that its 
obligations under this Section VII have expired. This Paragraph VII(B) 
does not apply to documents created after entry of this Final Judgment.
    C. Subject to the full, truthful, and continuing cooperation of 
Defendant, as defined in Paragraph VII(A), the United States will not 
bring any further civil action or any criminal charges against 
Defendant related to any Communication of Competitively Sensitive 
Information or any agreement to Communicate Competitively Sensitive 
Information with any other Station it does not own or operate or such 
other Station's Sales Representative Firm when that agreement:
    1. was Communicated, entered into and terminated on or before the 
date of the filing of the Complaint in this action (or in the case of a 
Station that is acquired by Defendant after entry of this Final 
Judgment, was Communicated or entered into before the acquisition and 
terminated within 120 days after the closing of the acquisition); and
    2. does not constitute or include an agreement to fix prices or 
divide markets.
    D. The United States' agreement set forth in Paragraph VII(C) does 
not apply to any acts of perjury or subornation of perjury (18 U.S.C. 
Sec. Sec.  1621-22), making a false statement or declaration (18 U.S.C. 
Sec. Sec.  1001, 1623), contempt (18 U.S.C. Sec. Sec.  401-402), or 
obstruction of justice (18 U.S.C. Sec.  1503, et seq.) by the Defendant 
or its officers, directors, and employees. The United States' agreement 
set forth in Paragraph VII(C) does not release any claims against any 
Sales Representative Firm.

VIII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with this 
Final Judgment or of any related orders, or of determining whether the 
Final Judgment should be modified, 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 Defendant, be permitted:
    1. to access during Defendant's office hours to inspect and copy, 
or at the option of the United States, to require Defendant to provide 
electronic or hard copies of all books, ledgers, accounts, records, 
data, and documents in the possession, custody, or control of 
Defendant, relating to any matters that are the subject of this Final 
Judgment, not protected by the attorney- client privilege or the 
attorney work product doctrine; and
    2. to interview, either informally or on the record, Defendant's 
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 Defendant; and
    3. to obtain from Defendant written reports or responses to written 
interrogatories, of information not protected by the attorney-client 
privilege or attorney work product doctrine, under oath if requested, 
relating to any matters that are the subject of this Final Judgment as 
may be requested.
    B. No information or documents obtained by the means provided in 
this Section VIII 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 for law 
enforcement purposes, or as otherwise required by law.
    C. If at the time information or documents are furnished by 
Defendant to the United States, Defendant represents and identifies in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under Rule 26(c)(1)(G) of the 
Federal Rules of Civil Procedure, and Defendant marks 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 Defendant ten calendar days' notice prior to 
divulging such material in any legal proceeding (other than a grand 
jury proceeding).

IX. 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.

X. ENFORCEMENT OF FINAL JUDGMENT

    A. The United States retains and reserves all rights to enforce the 
provisions of this Final Judgment, including its right to seek an order 
of contempt from this Court. Defendant agrees that in any civil 
contempt action, any motion to show cause, or any similar civil action 
brought by the United States regarding an alleged violation of this 
Final Judgment, the United States may establish a violation of the 
Final Judgment and the appropriateness of any remedy therefor by a 
preponderance of the evidence, and Defendant waives any argument that a 
different standard of proof should apply.
    B. The Final Judgment should be interpreted to give full effect to 
the procompetitive purposes of the antitrust laws and to restore all 
competition the United States alleged was harmed by the challenged 
conduct. Defendant agrees that it may be held in contempt of, and that 
the Court may enforce, any provision of this Final Judgment that, as 
interpreted by the Court in light of these procompetitive principles 
and applying ordinary tools of interpretation, is stated specifically 
and in reasonable detail, whether or not it is clear and unambiguous on 
its face. In any such interpretation, the terms of this Final Judgment 
should not be construed against either party as the drafter.
    C. In any enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may apply 
to the Court for a one-time extension of this Final Judgment, together 
with such other relief as may be appropriate. In connection with any 
successful effort by the United States to enforce this Final Judgment 
against Defendant, whether litigated or resolved prior to litigation,

[[Page 44143]]

Defendant agrees to reimburse the United States for the fees and 
expenses of its attorneys, as well as any other costs including 
experts' fees, incurred in connection with that enforcement effort, 
including in the investigation of the potential violation.

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire seven years from the date of its entry, except that after five 
years from the date of its entry, this Final Judgment may be terminated 
upon notice by the United States to the Court and Defendant that the 
continuation of the Final Judgment no longer is necessary or in the 
public interest.

XII. NOTICE

    For purposes of this Final Judgment, any notice or other 
communication required to be provided to the United States shall be 
sent to the person at the address set forth below (or such other 
addresses as the United States may specify in writing to Defendant): 
Chief, Media, Entertainment, and Professional Services Section, U.S. 
Department of Justice Antitrust Division, 450 Fifth Street NW, Suite 
4000, Washington, DC 20530.

XIII. 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. 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.
    IT IS SO ORDERED by the Court, this __ day of ___, 201_.

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

-----------------------------------------------------------------------
United States District Judge

EXHIBIT 1

[Company Letterhead]
[Name and Address of Antitrust Compliance Officer]
Re: Prohibitions Against Sharing of Competitively Sensitive Information
Dear [XX]:
    I provide you this notice regarding a judgment recently entered by 
a federal judge in Washington, D.C. prohibiting the sharing of certain 
information with other broadcast television station(s).
    The judgment applies to our company and all of its employees, 
including you, so it is important that you understand the obligations 
it imposes on us. [CEO Name] has asked me to let each of you know that 
[s/he] expects you to take these obligations seriously and abide by 
them.
    The judgment prohibits us from sharing or receiving, directly or 
indirectly (including through a national sales representative firm), 
competitively sensitive information with or from any employee, agent, 
or representative of another broadcast television station in the same 
DMA it does not own or operate. Competitively sensitive information 
means any non-public information regarding the sale of spot advertising 
on broadcast television stations, including information relating to any 
pricing or pricing strategies, pacing, holding capacity, revenues, or 
market shares. There are limited exceptions to this restriction, which 
are listed in the judgment. The company will provide briefing on the 
legitimate or illegitimate exchange of information.
    You must consult with me if you have any questions on whether a 
particular circumstance is subject to an exception under the judgment.
    A copy of the judgment is attached. Please read it carefully and 
familiarize yourself with its terms. The judgment, rather than the 
above description, is controlling. If you have any questions about the 
judgment or how it affects your sale of spot advertising, please 
contact me as soon as possible.
    Please sign and return the attached Employee Certification to 
[Defendant's Antitrust Compliance Officer] within thirty days of your 
receipt of this letter. Thank you for your cooperation.

Sincerely,

[Defendant's Antitrust Compliance Officer]

Employee Certification

    I, ____ [name], ____ [position] at ____ [station or location] do 
hereby certify that I (i) have read and understand, and agree to abide 
by, the terms of the Final Judgment; (ii) am not aware of any violation 
of the Final Judgment that has not been reported to [Defendant]; and 
(iii) understand that my failure to comply with this Final Judgment may 
result in an enforcement action for civil or criminal contempt of 
court.

Name:
Date:
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EXHIBIT 2

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al., Defendants.

Case No.

ACKNOWLEDGEMENT OF APPLICABILITY

    The undersigned acknowledges that [Full Buyer Name], including its 
successors and assigns, and its subsidiaries, divisions, and broadcast 
television stations, and their directors, officers, and employees 
(``Acquirer''), following consummation of the Acquirer's acquisition of 
[insert names of station or stations acquired] (each, an ``Acquired 
Station''), is bound by the Final Judgment entered by this Court in the 
above-captioned action (``Final Judgment''), as if the Acquirer were a 
Defendant under the Final Judgment, as follows:
    1. The Acquirer shall be bound in full by all Sections of the 
Consent Decree not specifically discussed below.
    2. As to Sections IV, V, and VII of the Final Judgment, the 
Acquirer is bound to the Final Judgment only as to (i) each Acquired 
Station, each Acquired Station's successors and assigns, and each 
Acquired Station's subsidiaries and divisions, and each Acquired 
Station's directors, officers, and employees, (ii) Acquirer's officers 
and directors only with respect to any responsibilities or actions 
regarding any Acquired Stations, and (iii) employees with management or 
supervisory responsibilities for Acquirer's business or operations 
related to the sale of spot advertising on any Acquired Station, only 
with respect to those responsibilities.
    3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), 
VI(E), and VIII of the Final Judgment, the Acquirer is bound to the 
Final Judgment only as to (i) each Acquired Station, each Acquired 
Station's successors and assigns, and each Acquired Station's 
subsidiaries and divisions, and each Acquired Station's directors, 
officers, and employees, (ii) Acquirer's officers and directors, and 
(iii) employees with management or supervisory responsibilities for 
Acquirer's business or operations related to the sale of spot 
advertising on any Acquired Station.
    4. The release contained in Sections VII(C) and (D) applies to the 
Acquirer, but only to civil actions or criminal charges arising from 
actions taken by any Acquired Station.

[[Page 44144]]

    5. The Acquirer shall not be bound by Sections VI(C)(1), 
VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all, 
unless the Acquirer acquires the Acquired Stations earlier than 45 days 
after entry of the Final Judgment.
    6. Section VI(A) applies to the Acquirer, but, unless the Acquirer 
acquires the Acquired Stations earlier than 45 days after entry of the 
Final Judgment, Section VI(A) is modified to make the initial period 
for appointing an Antitrust Compliance Officer in the first sentence 
120 days from consummation of the Acquirer's acquisition of the 
Acquired Station or Acquired Stations.
    This Acknowledgement of Applicability may be voided by a joint 
written agreement between the United States and the Acquirer.

Dated: [ ]

Respectfully submitted,

-----------------------------------------------------------------------
[Counsel for Acquirer]

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al., Defendants.

Case No.

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its Amended 
Complaint on___, 2019, alleging that Defendant The E.W. Scripps 
Company, among others, violated Section 1 of the Sherman Act, 15 U.S.C. 
Sec.  1, the United States and Defendant, 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 WHEREAS, this Final Judgment does not constitute any evidence 
against or admission by any party regarding any issue of fact or law;
    AND WHEREAS, the United States and Defendant agree to be bound by 
the provisions of this Final Judgment pending its approval by this 
Court;
    AND WHEREAS, the Defendant agrees to undertake certain actions and 
to refrain from engaging in certain forms of information sharing with 
its competitors;
    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 and each of the 
parties to this action. The allegations in the Complaint arise under 
Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. See 28 
U.S.C. Sec.  1331.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Advertiser'' means an advertiser, an advertiser's buying 
agent, or an advertiser's representative.
    B. ``Agreement'' means any agreement, understanding, pact, 
contract, or arrangement, formal or informal, oral or written, between 
two or more Persons.
    C. ``Communicate,'' ``Communicating,'' and ``Communication(s)'' 
means to provide, send, discuss, circulate, exchange, request, or 
solicit information, whether directly or indirectly, and regardless of 
the means by which it is accomplished, including orally or by written 
means of any kind, such as electronic communications, e-mails, 
facsimiles, telephone communications, voicemails, text messages, audio 
recordings, meetings, interviews, correspondence, exchange of written 
or recorded information, or face-to-face meetings.
    D. ``Competitively Sensitive Information'' means any of the 
following information, less than eighteen months old, of Defendant or 
any broadcast television station regarding the sale of spot advertising 
on broadcast television stations: Non-Public Information relating to 
pricing or pricing strategies, pacing, holding capacity, revenues, or 
market shares. Reports containing only aggregated market-level or 
national data are not Competitively Sensitive Information, but reports 
(including by paid subscription) that are customized or confidential to 
a particular Station or broadcast television station group are 
Competitively Sensitive Information. For the avoidance of doubt, spot 
advertising does not include network television advertising sold by the 
Defendant or television advertising sold by the Defendant in its 
capacity as an agent of the owners of syndicated programming.
    E. ``Cooperative Agreement'' means (1) joint sales agreements, 
joint operating agreements, local marketing agreements, news share 
agreements, or shared services agreements, or (2) any agreement through 
which a Person exercises control over any broadcast television station 
not owned by the Person.
    F. ``Defendant'' means The E.W. Scripps Company, an Ohio 
corporation with its headquarters in Cincinnati, Ohio, its successors 
and assigns, and its subsidiaries, divisions, and Stations, and their 
directors, officers, and employees.
    G. ``DMA'' means Designated Market Area as defined by A.C. Nielsen 
Company and used by the Investing in Television BIA Market Report 2018.
    H. ``Management'' means all directors and executive officers of 
Defendant, or any other employee with management or supervisory 
responsibilities for Defendant's business or operations related to the 
sale of spot advertising on any Station.
    I. ``Non-Public Information'' means information that is not 
available from public sources or generally available to the public. 
Measurement or quantification of a Station's future holding capacity is 
Non-Public Information, but measurement or quantification of a 
Station's past holding capacity is not Non-Public Information. For the 
avoidance of doubt, the fact that information is available by paid 
subscription does not on its own render the information public.
    J. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, agency, 
board, authority, commission, office, or other business or legal 
entity, whether private or governmental.
    K. ``Sales Representative Firm'' means any organization, including 
without limitation Katz Media Group, Inc. and Cox Reps, Inc., and their 
respective subsidiaries and divisions, that represents a Station or its 
owner in the sale of spot advertising.
    L. ``Sales Representative Firm Manager'' means, for each of 
Defendant's Sales Representative Firms, the employee of the Sales 
Representative Firm with primary responsibility for the relationship 
with Defendant.
    M. ``Sales Staff'' means Defendant's employees with responsibility 
for the sale of spot advertising on any Station.
    N. ``Station'' means any broadcast television station, its 
successors and assigns, and its subsidiaries, divisions, groups, and 
its owner or operator and its directors, officers, managers, and 
employees, unless a Station owns, is owned by, or is under common 
ownership with a Sales Representative Firm, in which case that Sales 
Representative Firm will not be considered a Station.

III. APPLICABILITY

    This Final Judgment applies to Defendant, other Persons in active 
concert or participation with Defendant who receive actual notice of 
this Final Judgment by personal service or otherwise, and any Person 
that signs an

[[Page 44145]]

Acknowledgment of Applicability, attached as Exhibit 2, to the extent 
set forth therein, as a condition of the purchase of a Station owned by 
Defendant as of February 1, 2019. This Final Judgment applies to 
Defendant's actions performed under any Cooperative Agreement, even if 
those actions are taken on behalf of a third party. This Final Judgment 
is fully enforceable, including by penalty of contempt, against all of 
the foregoing.

IV. PROHIBITED CONDUCT

    A. Defendant's Management and Sales Staff shall not, directly or 
indirectly:
    1. Communicate Competitively Sensitive Information to any Station 
in the same DMA it does not own or operate;
    2. Knowingly use Competitively Sensitive Information from or 
regarding any Station in the same DMA it does not own or operate;
    3. Encourage or facilitate the Communication of Competitively 
Sensitive Information to or from any Station in the same DMA it does 
not own or operate; or
    4. Attempt to enter into, enter into, maintain, or enforce any 
agreement to Communicate Competitively Sensitive Information with any 
Station in the same DMA it does not own or operate.
    B. The prohibitions under Paragraph IV(A) apply to Defendant's 
Communicating or agreeing to Communicate through a Sales Representative 
Firm or a third-party agent at Defendant's instruction or request.
    C. Defendant shall not sell any Station owned by the Defendant as 
of February 1, 2019 to any Person unless that Person has first executed 
the Acknowledgment of Applicability, attached as Exhibit 2. Defendant 
shall submit any Acknowledgement of Applicability to the United States 
within 15 days of consummating the sale of such Station. The United 
States, in its sole discretion, may waive the prohibition in this 
Paragraph IV(C) on a Station-by-Station basis. Alternatively, the 
United States and the Person signing the Acknowledgement of 
Applicability may agree to void the Acknowledgement of Applicability at 
any time. The first sentence of this paragraph shall not apply to the 
sale of any Station to a Person already bound to a final judgment 
entered by a court regarding the Communication of Competitively 
Sensitive Information.

V. CONDUCT NOT PROHIBITED

    A. Nothing in Section IV shall prohibit Defendant from 
Communicating, using, or encouraging or facilitating the Communication 
of, Competitively Sensitive Information with an actual or prospective 
Advertiser, except that, if the Advertiser is another Station, 
Defendant's Communicating, using, or encouraging or facilitating the 
Communication of, Competitively Sensitive Information is excluded from 
the prohibitions of Section IV only insofar as is reasonably necessary 
to negotiate the sale of spot advertising on broadcast television 
stations. For the avoidance of doubt, Defendant is not prohibited from 
internally using Competitively Sensitive Information received from an 
Advertiser that is a Station under the preceding sentence, but 
Defendant is prohibited from Communicating that Competitively Sensitive 
Information to a Station in the same DMA that it does not own or 
operate.
    B. Nothing in Section IV shall prohibit Defendant from, after 
securing advice of counsel and in consultation with the Antitrust 
Compliance Officer, Communicating, using, encouraging or facilitating 
the Communication of, or attempting to enter into, entering into, 
maintaining, or enforcing any agreement to Communicate Competitively 
Sensitive Information with any Station when such Communication or use 
is (a) for the purpose of evaluating or effectuating a bona fide 
acquisition, disposition, or exchange of Stations or related assets, or 
(b) reasonably necessary for achieving the efficiencies of any other 
legitimate competitor collaboration. With respect to any such 
agreement:
    1. For all agreements under Part V(B)(a) with any other Station to 
Communicate Competitively Sensitive Information that Defendant enters 
into, renews, or affirmatively extends after the date of entry of this 
Final Judgment, Defendant shall maintain documents sufficient to show:
    i. the specific transaction or proposed transaction to which the 
sharing of Competitively Sensitive Information relates;
    ii. the employees, identified with reasonable specificity, who are 
involved in the sharing of Competitively Sensitive Information; and
    iii. the termination date or event of the sharing of Competitively 
Sensitive Information.
    2. All agreements under Part V(B)(b) with any other Station to 
Communicate Competitively Sensitive Information that Defendant enters 
into, renews, or affirmatively extends after the date of entry of this 
Final Judgment shall be in writing, and shall:
    i. identify and describe, with specificity, the collaboration to 
which it is ancillary;
    ii. be narrowly tailored to permit the Communication of 
Competitively Sensitive Information only when reasonably necessary and 
only to the employees reasonably necessary to effectuate the 
collaboration;
    iii. identify with reasonable specificity the Competitively 
Sensitive Information Communicated pursuant to the agreement and 
identify the employees to receive the Competitively Sensitive 
Information;
    iv. contain a specific termination date or event; and
    v. be signed by all parties to the agreement, including any 
modifications to the agreement.
    3. For Communications under Part V(B)(a) above, Defendant shall 
maintain copies of all materials required under Paragraph V(B)(1) for 
five years or the duration of the Final Judgment, whichever is shorter, 
following entry into any agreement to Communicate or receive 
Competitively Sensitive Information, and Defendant shall make such 
documents available to the United States upon request, if such request 
is made during the preservation period.
    4. For Communications under Part V(B)(b) above, Defendant shall 
furnish a copy of all materials required under Paragraph V(B)(2) to the 
United States within thirty days of the entry, renewal, or extension of 
the agreement.
    5. For purposes of this Section V(B) only, a Joint Sales Agreement, 
Local Marketing Agreement, or similar agreement pursuant to which the 
Defendant Communicates, uses, encourages or facilitates the 
Communication of, or attempts to enter into, enters into, maintains, or 
enforces any agreement to Communicate Competitively Sensitive 
Information related solely to the sale of spot advertising for which 
Defendant is responsible on a Station, shall be considered a 
``legitimate competitor collaboration'' under Part V(B)(b).
    C. Nothing in Section IV shall prohibit Defendant from engaging in 
conduct in accordance with the doctrine established in Eastern Railroad 
Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127 
(1961), United Mine Workers v. Pennington, 381 U.S. 657 (1965), and 
their progeny.
    D. Nothing in Section IV prohibits Defendant from (1) 
Communicating, encouraging or facilitating the Communication of, or 
attempting to enter into, entering into, maintaining, or enforcing any 
agreement to Communicate Competitively Sensitive Information for the 
purpose of

[[Page 44146]]

aggregation if (a) Competitively Sensitive Information is sent to or 
received from, and the aggregation is managed by, a third party not 
owned or operated by any Station; (b) the information disseminated by 
the aggregator is limited to historical total broadcast television 
station revenue or other geographic or characteristic categorization 
(e.g., national, local, or political sales revenue); and (c) any 
information disseminated is sufficiently aggregated such that it would 
not allow a recipient to identify, deduce, or estimate the prices or 
pacing of any individual broadcast television station not owned or 
operated by that recipient; or (2) using information that meets the 
requirements of Parts V(D)(1)(a)-(c).

VI. REQUIRED CONDUCT

    A. Within ten days of entry of this Final Judgment, Defendant shall 
appoint an Antitrust Compliance Officer who is an internal employee or 
Officer of the Defendant, and identify to the United States the 
Antitrust Compliance Officer's name, business address, telephone 
number, and email address. Within forty-five days of a vacancy in the 
Antitrust Compliance Officer position, Defendant shall appoint a 
replacement, and shall identify to the United States the Antitrust 
Compliance Officer's name, business address, telephone number, and 
email address. Defendant's initial or replacement appointment of an 
Antitrust Compliance Officer is subject to the approval of the United 
States, in its sole discretion.
    B. The Antitrust Compliance Officer shall have, or shall retain 
outside counsel who has, the following minimum qualifications:
    1. be an active member in good standing of the bar in any U.S. 
jurisdiction; and
    2. have at least five years' experience in legal practice, 
including experience with antitrust matters, unless finding an 
Antitrust Compliance Officer or outside counsel meeting this experience 
requirement is a hardship on or is not reasonably available to the 
Defendant, under which circumstances the Defendant may select an 
Antitrust Compliance Officer or shall retain outside counsel who has at 
least five years' experience in legal practice, including experience 
with regulatory or compliance matters.
    C. The Antitrust Compliance Officer shall, directly or through the 
employees or counsel working at the Antitrust Compliance Officer's 
responsibility and direction:
    1. within fourteen days of entry of the Final Judgment, furnish to 
all of Defendant's Management and Sales Staff and Sales Representative 
Firm Managers a copy of this Final Judgment, the Competitive Impact 
Statement filed by the United States with the Court, and a cover letter 
in a form attached as Exhibit 1;
    2. within fourteen days of entry of the Final Judgment, in a manner 
to be devised by Defendant and approved by the United States, provide 
Defendant's Management and Sales Staff reasonable notice of the meaning 
and requirements of this Final Judgment;
    3. annually brief Defendant's Management and Sales Staff on the 
meaning and requirements of this Final Judgment and the U.S. antitrust 
laws;
    4. brief any Person who succeeds a Person in any position 
identified in Paragraph VI(C)(3), within sixty days of such succession;
    5. obtain from each Person designated in Paragraph VI(C)(3) or 
VI(C)(4), within thirty days of that Person's receipt of the Final 
Judgment, a certification that the Person (i) has read and understands 
and agrees to abide by the terms of this Final Judgment; (ii) is not 
aware of any violation of the Final Judgment that has not been reported 
to Defendant; and (iii) understands that failure to comply with this 
Final Judgment may result in an enforcement action for civil or 
criminal contempt of court;
    6. annually communicate to Defendant's Management and Sales Staff 
that they may disclose to the Antitrust Compliance Officer, without 
reprisal for such disclosure, information concerning any violation or 
potential violation of this Final Judgment or the U.S. antitrust laws 
by Defendant;
    7. within thirty days of the latest filing of the Complaint, 
Proposed Final Judgment, or Competitive Impact Statement in this 
action, Defendant shall provide notice, in each DMA in which Defendant 
owns or operates a Station, to (i) every full power Station in that DMA 
that sells broadcast television spot advertising that Defendant does 
not own or operate and (ii) any Sales Representative Firm selling 
advertising in that DMA on behalf of Defendant, of the Complaint, 
Proposed Final Judgment, and Competitive Impact Statement in a form and 
manner to be proposed by Defendant and approved by the United States in 
its sole discretion. Defendant shall provide the United States with its 
proposal, including the list of recipients, within ten days of the 
filing of the Complaint; and
    8. maintain for five years or until expiration of the Final 
Judgment, whichever is shorter, a copy of all materials required to be 
issued under Paragraph VI(C), and furnish them to the United States 
within ten days if requested to do so, except documents protected under 
the attorney-client privilege or the attorney work-product doctrine. 
For all materials required to be furnished under Paragraph VI(C) which 
Defendant claims are protected under the attorney-client privilege or 
the attorney work-product doctrine, Defendant shall furnish to the 
United States a privilege log.
    D. Defendant shall:
    1. upon Management or the Antitrust Compliance Officer learning of 
any violation or potential violation of any of the terms and conditions 
contained in this Final Judgment, (i) promptly take appropriate action 
to investigate, and in the event of a violation, terminate or modify 
the activity so as to comply with this Final Judgment, (ii) maintain 
all documents related to any violation or potential violation of this 
Final Judgment for a period of five years or the duration of this Final 
Judgment, whichever is shorter, and (iii) maintain, and furnish to the 
United States at the United States' request, a log of (a) all such 
documents and documents for which Defendant claims protection under the 
attorney-client privilege or the attorney work product doctrine, and 
(b) all potential and actual violations, even if no documentary 
evidence regarding the violations exist;
    2. within thirty days of Management or the Antitrust Compliance 
Officer learning of any such violation or potential violation of any of 
the terms and conditions contained in this Final Judgment, file with 
the United States a statement describing any violation or potential 
violation of any of the terms and conditions contained in this Final 
Judgment, which shall include a description of any Communications 
constituting the violation or potential violation, including the date 
and place of the Communication, the Persons involved, and the subject 
matter of the Communication;
    3. establish a whistleblower protection policy, which provides that 
any employee may disclose, without reprisal for such disclosure, to the 
Antitrust Compliance Officer information concerning any violation or 
potential violation by the Defendant of this Final Judgment or U.S. 
antitrust laws;
    4. have its CEO, General Counsel or Chief Legal Officer certify in 
writing to the United States annually on the anniversary date of the 
entry of this Final Judgment that Defendant has complied with the 
provisions of this Final Judgment;
    5. maintain and produce to the United States upon request: (i) a 
list identifying

[[Page 44147]]

all employees having received the annual antitrust briefing required 
under Paragraphs VI(C)(3) and VI(C)(4); and (ii) copies of all 
materials distributed as part of the annual antitrust briefing required 
under Paragraphs VI(C)(3) and V(C)(4). For all materials requested to 
be produced under this Paragraph VI(D)(5) for which Defendant claims is 
protected under the attorney-client privilege or the attorney work-
product doctrine, Defendant shall furnish to the United States a 
privilege log; and
    6. within 14 days of entry of the Final Judgment, instruct each 
Sales Representative Firm Manager that the Sales Representative Firm 
shall not Communicate any of Defendant's Competitively Sensitive 
Information in a way that would violate Sections IV and V of this Final 
Judgment if the Sales Representative Firm were included in the 
definition of ``Defendant'' in Paragraph II(F), in a form and manner to 
be proposed by Defendant and approved by the United States in its sole 
discretion, maintained and produced to the United States upon request.
    E. For the avoidance of doubt, the term ``potential violation'' as 
used in Paragraph VI(D) does not include the discussion of future 
conduct.
    F. If Defendant acquires a Station after entry of this Final 
Judgment, this Section VI will not apply to that acquired Station or 
the employees of that acquired Station until 120 days after closing of 
the acquisition of that acquired Station.

VII. DEFENDANT'S COOPERATION

    A. Defendant shall cooperate fully and truthfully with the United 
States in any investigation or litigation concerning whether or 
alleging that Defendant, any Station that Defendant does not own or 
operate, or any Sales Representative Firm Communicated Competitively 
Sensitive Information with or among Defendant or any other Station or 
any Sales Representative Firm in violation of Section 1 of the Sherman 
Act, as amended, 15 U.S.C. Sec.  1.
    Defendant shall use its best efforts to ensure that all current and 
former officers, directors, employees, and agents also fully and 
promptly cooperate with the United States. The full, truthful, and 
continuing cooperation of Defendant shall include, but not be limited 
to:
    1. providing sworn testimony, that is not protected by the 
attorney-client privilege or the attorney work product doctrine, to the 
United States regarding the Communicating of Competitively Sensitive 
Information or any agreement with any other Station it does not own or 
such other Station's Sales Representative Firm to Communicate 
Competitively Sensitive Information while an employee of the Defendant;
    2. producing, upon request of the United States, all documents, 
data, and other materials, wherever located, to the extent not 
protected under the attorney-client privilege or the attorney work-
product doctrine, in the possession, custody, or control of Defendant, 
that relate to the Communication of Competitively Sensitive Information 
or any agreement with any other Station or such other Station's Sales 
Representative Firm to Communicate Competitively Sensitive Information, 
and a log of documents protected by the attorney-client privilege or 
the attorney work product doctrine;
    3. making available for interview any officers, directors, 
employees, and agents of Defendant if so requested on reasonable notice 
by the United States; and
    4. testifying at trial and other judicial proceedings fully, 
truthfully, and under oath, when called upon to do so by the United 
States;
    5. provided however, that the obligations of Defendant to cooperate 
fully with the United States as described in this Section VII shall 
cease upon the conclusion of all of the United States' investigations 
and the United States' litigations examining whether or alleging that 
Defendant, any Station that Defendant does not own or operate or such 
other Station's Sales Representative Firm Communicated Competitively 
Sensitive Information or with or among Defendant or any other Station 
or any Sales Representative Firm in violation of Section 1 of the 
Sherman Act, as amended, 15 U.S.C. Sec.  1, including exhaustion of all 
appeals or expiration of time for all appeals of any Court ruling in 
each such matter, at which point the United States will provide written 
notice to Defendant that its obligations under this Section VII have 
expired.
    B. Defendant is obligated to impose a litigation hold until the 
United States provides written notice to the Defendant that its 
obligations under this Section VII have expired. This Paragraph VII(B) 
does not apply to documents created after entry of this Final Judgment.
    C. Subject to the full, truthful, and continuing cooperation of 
Defendant, as defined in Paragraph VII(A), the United States will not 
bring any further civil action or any criminal charges against 
Defendant related to any Communication of Competitively Sensitive 
Information or any agreement to Communicate Competitively Sensitive 
Information with any other Station it does not own or operate or such 
other Station's Sales Representative Firm when that agreement:
    1. was Communicated, entered into and terminated on or before the 
date of the filing of the Complaint in this action (or in the case of a 
Station that is acquired by Defendant after entry of this Final 
Judgment, was Communicated or entered into before the acquisition and 
terminated within 120 days after the closing of the acquisition); and
    2. does not constitute or include an agreement to fix prices or 
divide markets.
    D. The United States' agreement set forth in Paragraph VII(C) does 
not apply to any acts of perjury or subornation of perjury (18 U.S.C. 
Sec. Sec.  1621-22), making a false statement or declaration (18 U.S.C. 
Sec. Sec.  1001, 1623), contempt (18 U.S.C. Sec. Sec.  401-402), or 
obstruction of justice (18 U.S.C. Sec.  1503, et seq.) by the Defendant 
or its officers, directors, and employees. The United States' agreement 
set forth in Paragraph VII(C) does not release any claims against any 
Sales Representative Firm.

VIII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with this 
Final Judgment or of any related orders, or of determining whether the 
Final Judgment should be modified, 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 Defendant, be permitted:
    1. to access during Defendant's office hours to inspect and copy, 
or at the option of the United States, to require Defendant to provide 
electronic or hard copies of all books, ledgers, accounts, records, 
data, and documents in the possession, custody, or control of 
Defendant, relating to any matters that are the subject of this Final 
Judgment, not protected by the attorney-client privilege or the 
attorney work product doctrine; and
    2. to interview, either informally or on the record, Defendant's 
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 Defendant; and
    3. to obtain from Defendant written reports or responses to written

[[Page 44148]]

interrogatories, of information not protected by the attorney-client 
privilege or attorney work product doctrine, under oath if requested, 
relating to any matters that are the subject of this Final Judgment as 
may be requested.
    B. No information or documents obtained by the means provided in 
this Section VIII 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 for law 
enforcement purposes, or as otherwise required by law.
    C. If at the time information or documents are furnished by 
Defendant to the United States, Defendant represents and identifies in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under Rule 26(c)(1)(G) of the 
Federal Rules of Civil Procedure, and Defendant marks 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 Defendant ten calendar days' notice prior to 
divulging such material in any legal proceeding (other than a grand 
jury proceeding).

IX. 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.

X. ENFORCEMENT OF FINAL JUDGMENT

    A. The United States retains and reserves all rights to enforce the 
provisions of this Final Judgment, including its right to seek an order 
of contempt from this Court. Defendant agrees that in any civil 
contempt action, any motion to show cause, or any similar civil action 
brought by the United States regarding an alleged violation of this 
Final Judgment, the United States may establish a violation of the 
Final Judgment and the appropriateness of any remedy therefor by a 
preponderance of the evidence, and Defendant waives any argument that a 
different standard of proof should apply.
    B. The Final Judgment should be interpreted to give full effect to 
the procompetitive purposes of the antitrust laws and to restore all 
competition the United States alleged was harmed by the challenged 
conduct. Defendant agrees that it may be held in contempt of, and that 
the Court may enforce, any provision of this Final Judgment that, as 
interpreted by the Court in light of these procompetitive principles 
and applying ordinary tools of interpretation, is stated specifically 
and in reasonable detail, whether or not it is clear and unambiguous on 
its face. In any such interpretation, the terms of this Final Judgment 
should not be construed against either party as the drafter.
    C. In any enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may apply 
to the Court for a one-time extension of this Final Judgment, together 
with such other relief as may be appropriate. In connection with any 
successful effort by the United States to enforce this Final Judgment 
against Defendant, whether litigated or resolved prior to litigation, 
Defendant agrees to reimburse the United States for the fees and 
expenses of its attorneys, as well as any other costs including 
experts' fees, incurred in connection with that enforcement effort, 
including in the investigation of the potential violation.

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire seven years from the date of its entry, except that after five 
years from the date of its entry, this Final Judgment may be terminated 
upon notice by the United States to the Court and Defendant that the 
continuation of the Final Judgment no longer is necessary or in the 
public interest.

XII. NOTICE

    For purposes of this Final Judgment, any notice or other 
communication required to be provided to the United States shall be 
sent to the person at the address set forth below (or such other 
addresses as the United States may specify in writing to Defendant): 
Chief, Media, Entertainment, and Professional Services Section, U.S. 
Department of Justice Antitrust Division, 450 Fifth Street NW, Suite 
4000, Washington, DC 20530.

XIII. 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. 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.
    IT IS SO ORDERED by the Court, this __ day of ___, 201_.

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

-----------------------------------------------------------------------
United States District Judge

EXHIBIT 1

[Company Letterhead]
[Name and Address of Antitrust Compliance Officer]
Re: Prohibitions Against Sharing of Competitively Sensitive Information
Dear [XX]:
    I provide you this notice regarding a judgment recently entered by 
a federal judge in Washington, D.C. prohibiting the sharing of certain 
information with other broadcast television station(s).
    The judgment applies to our company and all of its employees, 
including you, so it is important that you understand the obligations 
it imposes on us. [CEO Name] has asked me to let each of you know that 
[s/he] expects you to take these obligations seriously and abide by 
them.
    The judgment prohibits us from sharing or receiving, directly or 
indirectly (including through our national sales representative firm), 
competitively sensitive information with or from any employee, agent, 
or representative of another broadcast television station in the same 
DMA it does not own or operate. Competitively sensitive information 
means any non-public information regarding the sale of spot advertising 
on broadcast television stations, including information relating to any 
pricing or pricing strategies, pacing, holding capacity, revenues, or 
market shares. There are limited exceptions to this restriction, which 
are listed in the judgment. The company will provide briefing on the 
legitimate or illegitimate exchange of information.
    You must consult with me if you have any questions on whether a 
particular circumstance is subject to an exception under the judgment.
    A copy of the judgment is attached. Please read it carefully and 
familiarize yourself with its terms. The judgment,

[[Page 44149]]

rather than the above description, is controlling. If you have any 
questions about the judgment or how it affects your sale of spot 
advertising, please contact me as soon as possible.
    Please sign and return the attached Employee Certification to 
[Defendant's Antitrust Compliance Officer] within thirty days of your 
receipt of this letter. Thank you for your cooperation.

Sincerely,
[Defendant's Antitrust Compliance Officer]

Employee Certification

    I, ____[name], ____[position] at ____ [station or location] do 
hereby certify that I (i) have read and understand, and agree to abide 
by, the terms of the Final Judgment; (ii) am not aware of any violation 
of the Final Judgment that has not been reported to [Defendant]; and 
(iii) understand that my failure to comply with this Final Judgment may 
result in an enforcement action for civil or criminal contempt of 
court.

-----------------------------------------------------------------------
Name:
Date:

EXHIBIT 2

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al., Defendants.

Case No.

ACKNOWLEDGEMENT OF APPLICABILITY

    The undersigned acknowledges that [Full Buyer Name], including its 
successors and assigns, and its subsidiaries, divisions, and broadcast 
television stations, and their directors, officers, and employees 
(``Acquirer''), following consummation of the Acquirer's acquisition of 
[insert names of station or stations acquired] (each, an ``Acquired 
Station''), is bound by the Final Judgment entered by this Court in the 
above-captioned action (``Final Judgment''), as if the Acquirer were a 
Defendant under the Final Judgment, as follows:
    1. The Acquirer shall be bound in full by all Sections of the 
Consent Decree not specifically discussed below.
    2. As to Sections IV, V, and VII of the Final Judgment, the 
Acquirer is bound to the Final Judgment only as to (i) each Acquired 
Station, each Acquired Station's successors and assigns, and each 
Acquired Station's subsidiaries and divisions, and each Acquired 
Station's directors, officers, and employees, (ii) Acquirer's officers 
and directors only with respect to any responsibilities or actions 
regarding any Acquired Stations, and (iii) employees with management or 
supervisory responsibilities for Acquirer's business or operations 
related to the sale of spot advertising on any Acquired Station, only 
with respect to those responsibilities.
    3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), 
VI(E), and VIII of the Final Judgment, the Acquirer is bound to the 
Final Judgment only as to (i) each Acquired Station, each Acquired 
Station's successors and assigns, and each Acquired Station's 
subsidiaries and divisions, and each Acquired Station's directors, 
officers, and employees, (ii) Acquirer's officers and directors, and 
(iii) employees with management or supervisory responsibilities for 
Acquirer's business or operations related to the sale of spot 
advertising on any Acquired Station.
    4. The release contained in Sections VII(C) and (D) applies to the 
Acquirer, but only to civil actions or criminal charges arising from 
actions taken by any Acquired Station.
    5. The Acquirer shall not be bound by Sections VI(C)(1), 
VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all, 
unless the Acquirer acquires the Acquired Stations earlier than 45 days 
after entry of the Final Judgment.
    6. Section VI(A) applies to the Acquirer, but, unless the Acquirer 
acquires the Acquired Stations earlier than 45 days after entry of the 
Final Judgment, Section VI(A) is modified to make the initial period 
for appointing an Antitrust Compliance Officer in the first sentence 
120 days from consummation of the Acquirer's acquisition of the 
Acquired Station or Acquired Stations.
    This Acknowledgement of Applicability may be voided by a joint 
written agreement between the United States and the Acquirer.

Dated: [ ]

Respectfully submitted,

-----------------------------------------------------------------------
[Counsel for Acquirer]

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al., Defendants.

Case No.

[PROPOSED] FINAL JUDGMENT

    WHEREAS, Plaintiff, United States of America, filed its Amended 
Complaint on__, 2019, alleging that Defendant TEGNA Inc., among others, 
violated Section 1 of the Sherman Act, 15 U.S.C. Sec.  1, the United 
States and Defendant, 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 WHEREAS, this Final Judgment does not constitute any evidence 
against or admission by any party regarding any issue of fact or law;
    AND WHEREAS, the United States and Defendant agree to be bound by 
the provisions of this Final Judgment pending its approval by this 
Court;
    AND WHEREAS, the Defendant agrees to undertake certain actions and 
to refrain from engaging in certain forms of information sharing with 
its competitors;
    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 and each of the 
parties to this action. The allegations in the Complaint arise under 
Section 1 of the Sherman Act, as amended, 15 U.S.C. Sec.  1. See 28 
U.S.C. Sec.  1331.

II. DEFINITIONS

    As used in this Final Judgment:
    A. ``Advertiser'' means an advertiser, an advertiser's buying 
agent, or an advertiser's representative.
    B. ``Agreement'' means any agreement, understanding, pact, 
contract, or arrangement, formal or informal, oral or written, between 
two or more Persons.
    C. ``Communicate,'' ``Communicating,'' and ``Communication(s)'' 
means to provide, send, discuss, circulate, exchange, request, or 
solicit information, whether directly or indirectly, and regardless of 
the means by which it is accomplished, including orally or by written 
means of any kind, such as electronic communications, e-mails, 
facsimiles, telephone communications, voicemails, text messages, audio 
recordings, meetings, interviews, correspondence, exchange of written 
or recorded information, or face-to-face meetings.
    D. ``Competitively Sensitive Information'' means any of the 
following information, less than eighteen months old, of Defendant or 
any broadcast television station regarding the sale of spot advertising 
on broadcast television stations: Non-Public Information relating to 
pricing or pricing strategies, pacing, holding capacity, revenues, or 
market shares. Reports containing only aggregated market-level or 
national data are not

[[Page 44150]]

Competitively Sensitive Information, but reports (including by paid 
subscription) that are customized or confidential to a particular 
Station or broadcast television station group are Competitively 
Sensitive Information. For the avoidance of doubt, spot advertising 
does not include network television advertising sold by the Defendant 
or television advertising sold by the Defendant in its capacity as an 
agent of the owners of syndicated programming.
    E. ``Cooperative Agreement'' means (1) joint sales agreements, 
joint operating agreements, local marketing agreements, news share 
agreements, or shared services agreements, or (2) any agreement through 
which a Person exercises control over any broadcast television station 
not owned by the Person.
    F. ``Defendant'' means TEGNA Inc., a Delaware corporation with its 
headquarters in McLean, Virginia, its successors and assigns, and its 
subsidiaries, divisions, and Stations, and their directors, officers, 
and employees.
    G. ``DMA'' means Designated Market Area as defined by A.C. Nielsen 
Company and used by the Investing in Television BIA Market Report 2018.
    H. ``Management'' means all directors and executive officers of 
Defendant, or any other employee with management or supervisory 
responsibilities for Defendant's business or operations related to the 
sale of spot advertising on any Station.
    I. ``Non-Public Information'' means information that is not 
available from public sources or generally available to the public. 
Measurement or quantification of a Station's future holding capacity is 
Non-Public Information, but measurement or quantification of a 
Station's past holding capacity is not Non-Public Information. For the 
avoidance of doubt, the fact that information is available by paid 
subscription does not on its own render the information public.
    J. ``Person'' means any natural person, corporation, company, 
partnership, joint venture, firm, association, proprietorship, agency, 
board, authority, commission, office, or other business or legal 
entity, whether private or governmental.
    K. ``Sales Representative Firm'' means any organization, including 
without limitation Katz Media Group, Inc. and Cox Reps, Inc., and their 
respective subsidiaries and divisions, that represents a Station or its 
owner in the sale of spot advertising.
    L. ``Sales Representative Firm Manager'' means, for each of 
Defendant's Sales Representative Firms, the employee of the Sales 
Representative Firm with primary responsibility for the relationship 
with Defendant.
    M. ``Sales Staff'' means Defendant's employees with responsibility 
for the sale of spot advertising on any Station.
    N. ``Station'' means any broadcast television station, its 
successors and assigns, and its subsidiaries, divisions, groups, and 
its owner or operator and its directors, officers, managers, and 
employees, unless a Station owns, is owned by, or is under common 
ownership with a Sales Representative Firm, in which case that Sales 
Representative Firm will not be considered a Station.

III. APPLICABILITY

    This Final Judgment applies to Defendant, other Persons in active 
concert or participation with Defendant who receive actual notice of 
this Final Judgment by personal service or otherwise, and any Person 
that signs an Acknowledgment of Applicability, attached as Exhibit 2, 
to the extent set forth therein, as a condition of the purchase of a 
Station owned by Defendant as of February 1, 2019. This Final Judgment 
applies to Defendant's actions performed under any Cooperative 
Agreement, even if those actions are taken on behalf of a third party. 
This Final Judgment is fully enforceable, including by penalty of 
contempt, against all of the foregoing.

IV. PROHIBITED CONDUCT

    A. Defendant's Management and Sales Staff shall not, directly or 
indirectly:
    1. Communicate Competitively Sensitive Information to any Station 
in the same DMA it does not own or operate;
    2. Knowingly use Competitively Sensitive Information from or 
regarding any Station in the same DMA it does not own or operate;
    3. Encourage or facilitate the Communication of Competitively 
Sensitive Information to or from any Station in the same DMA it does 
not own or operate; or
    4. Attempt to enter into, enter into, maintain, or enforce any 
agreement to Communicate Competitively Sensitive Information with any 
Station in the same DMA it does not own or operate.
    B. The prohibitions under Paragraph IV(A) apply to Defendant's 
Communicating or agreeing to Communicate through a Sales Representative 
Firm or a third-party agent at Defendant's instruction or request.
    C. Defendant shall not sell any Station owned by the Defendant as 
of February 1, 2019 to any Person unless that Person has first executed 
the Acknowledgment of Applicability, attached as Exhibit 2. Defendant 
shall submit any Acknowledgement of Applicability to the United States 
within 15 days of consummating the sale of such Station. The United 
States, in its sole discretion, may waive the prohibition in this 
Paragraph IV(C) on a Station-by-Station basis. Alternatively, the 
United States and the Person signing the Acknowledgement of 
Applicability may agree to void the Acknowledgement of Applicability at 
any time. The first sentence of this paragraph shall not apply to the 
sale of any Station to a Person already bound to a final judgment 
entered by a court regarding the Communication of Competitively 
Sensitive Information.

V. CONDUCT NOT PROHIBITED

    A. Nothing in Section IV shall prohibit Defendant from 
Communicating, using, or encouraging or facilitating the Communication 
of, Competitively Sensitive Information with an actual or prospective 
Advertiser, except that, if the Advertiser is another Station, 
Defendant's Communicating, using, or encouraging or facilitating the 
Communication of, Competitively Sensitive Information is excluded from 
the prohibitions of Section IV only insofar as is reasonably necessary 
to negotiate the sale of spot advertising on broadcast television 
stations. For the avoidance of doubt, Defendant is not prohibited from 
internally using Competitively Sensitive Information received from an 
Advertiser that is a Station under the preceding sentence, but 
Defendant is prohibited from Communicating that Competitively Sensitive 
Information to a Station in the same DMA that it does not own or 
operate.
    B. Nothing in Section IV shall prohibit Defendant from, after 
securing advice of counsel and in consultation with the Antitrust 
Compliance Officer, Communicating, using, encouraging or facilitating 
the Communication of, or attempting to enter into, entering into, 
maintaining, or enforcing any agreement to Communicate Competitively 
Sensitive Information with any Station when such Communication or use 
is (a) for the purpose of evaluating or effectuating a bona fide 
acquisition, disposition, or exchange of Stations or related assets, or 
(b) reasonably necessary for achieving the efficiencies of any other 
legitimate competitor collaboration. With respect to any such 
agreement:

[[Page 44151]]

    1. For all agreements under Part V(B)(a) with any other Station to 
Communicate Competitively Sensitive Information that Defendant enters 
into, renews, or affirmatively extends after the date of entry of this 
Final Judgment, Defendant shall maintain documents sufficient to show:
    i. the specific transaction or proposed transaction to which the 
sharing of Competitively Sensitive Information relates;
    ii. the employees, identified with reasonable specificity, who are 
involved in the sharing of Competitively Sensitive Information; and
    iii. the termination date or event of the sharing of Competitively 
Sensitive Information.
    2. All agreements under Part V(B)(b) with any other Station to 
Communicate Competitively Sensitive Information that Defendant enters 
into, renews, or affirmatively extends after the date of entry of this 
Final Judgment shall be in writing, and shall:
    i. identify and describe, with specificity, the collaboration to 
which it is ancillary;
    ii. be narrowly tailored to permit the Communication of 
Competitively Sensitive Information only when reasonably necessary and 
only to the employees reasonably necessary to effectuate the 
collaboration;
    iii. identify with reasonable specificity the Competitively 
Sensitive Information Communicated pursuant to the agreement and 
identify the employees to receive the Competitively Sensitive 
Information;
    iv. contain a specific termination date or event; and
    v. be signed by all parties to the agreement, including any 
modifications to the agreement.
    3. For Communications under Part V(B)(a) above, Defendant shall 
maintain copies of all materials required under Paragraph V(B)(1) for 
five years or the duration of the Final Judgment, whichever is shorter, 
following entry into any agreement to Communicate or receive 
Competitively Sensitive Information, and Defendant shall make such 
documents available to the United States upon request, if such request 
is made during the preservation period.
    4. For Communications under Part V(B)(b) above, Defendant shall 
furnish a copy of all materials required under Paragraph V(B)(2) to the 
United States within thirty days of the entry, renewal, or extension of 
the agreement.
    5. For purposes of this Section V(B) only, a Joint Sales Agreement, 
Local Marketing Agreement, or similar agreement pursuant to which the 
Defendant Communicates, uses, encourages or facilitates the 
Communication of, or attempts to enter into, enters into, maintains, or 
enforces any agreement to Communicate Competitively Sensitive 
Information related solely to the sale of spot advertising for which 
Defendant is responsible on a Station, shall be considered a 
``legitimate competitor collaboration'' under Part V(B)(b).
    C. Nothing in Section IV shall prohibit Defendant from engaging in 
conduct in accordance with the doctrine established in Eastern Railroad 
Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127 
(1961), United Mine Workers v. Pennington, 381 U.S. 657 (1965), and 
their progeny.
    D. Nothing in Section IV prohibits Defendant from (1) 
Communicating, encouraging or facilitating the Communication of, or 
attempting to enter into, entering into, maintaining, or enforcing any 
agreement to Communicate Competitively Sensitive Information for the 
purpose of aggregation if (a) Competitively Sensitive Information is 
sent to or received from, and the aggregation is managed by, a third 
party not owned or operated by any Station; (b) the information 
disseminated by the aggregator is limited to historical total broadcast 
television station revenue or other geographic or characteristic 
categorization (e.g., national, local, or political sales revenue); and 
(c) any information disseminated is sufficiently aggregated such that 
it would not allow a recipient to identify, deduce, or estimate the 
prices or pacing of any individual broadcast television station not 
owned or operated by that recipient; or (2) using information that 
meets the requirements of Parts V(D)(1)(a)-(c).

VI. REQUIRED CONDUCT

    A. Within ten days of entry of this Final Judgment, Defendant shall 
appoint an Antitrust Compliance Officer who is an internal employee or 
Officer of the Defendant, and identify to the United States the 
Antitrust Compliance Officer's name, business address, telephone 
number, and email address. Within forty-five days of a vacancy in the 
Antitrust Compliance Officer position, Defendant shall appoint a 
replacement, and shall identify to the United States the Antitrust 
Compliance Officer's name, business address, telephone number, and 
email address. Defendant's initial or replacement appointment of an 
Antitrust Compliance Officer is subject to the approval of the United 
States, in its sole discretion.
    B. The Antitrust Compliance Officer shall have, or shall retain 
outside counsel who has, the following minimum qualifications:
    1. be an active member in good standing of the bar in any U.S. 
jurisdiction; and
    2. have at least five years' experience in legal practice, 
including experience with antitrust matters, unless finding an 
Antitrust Compliance Officer or outside counsel meeting this experience 
requirement is a hardship on or is not reasonably available to the 
Defendant, under which circumstances the Defendant may select an 
Antitrust Compliance Officer or shall retain outside counsel who has at 
least five years' experience in legal practice, including experience 
with regulatory or compliance matters.
    C. The Antitrust Compliance Officer shall, directly or through the 
employees or counsel working at the Antitrust Compliance Officer's 
responsibility and direction:
    1. within fourteen days of entry of the Final Judgment, furnish to 
all of Defendant's Management and Sales Staff and Sales Representative 
Firm Managers a copy of this Final Judgment, the Competitive Impact 
Statement filed by the United States with the Court, and a cover letter 
in a form attached as Exhibit 1;
    2. within fourteen days of entry of the Final Judgment, in a manner 
to be devised by Defendant and approved by the United States, provide 
Defendant's Management and Sales Staff reasonable notice of the meaning 
and requirements of this Final Judgment;
    3. annually brief Defendant's Management and Sales Staff on the 
meaning and requirements of this Final Judgment and the U.S. antitrust 
laws;
    4. brief any Person who succeeds a Person in any position 
identified in Paragraph VI(C)(3), within sixty days of such succession;
    5. obtain from each Person designated in Paragraph VI(C)(3) or 
VI(C)(4), within thirty days of that Person's receipt of the Final 
Judgment, a certification that the Person (i) has read and understands 
and agrees to abide by the terms of this Final Judgment; (ii) is not 
aware of any violation of the Final Judgment that has not been reported 
to Defendant; and (iii) understands that failure to comply with this 
Final Judgment may result in an enforcement action for civil or 
criminal contempt of court;
    6. annually communicate to Defendant's Management and Sales Staff 
that they may disclose to the Antitrust Compliance Officer, without 
reprisal for such disclosure, information concerning any violation or 
potential violation of this Final Judgment or the U.S. antitrust laws 
by Defendant;

[[Page 44152]]

    7. within thirty days of the latest filing of the Complaint, 
Proposed Final Judgment, or Competitive Impact Statement in this 
action, Defendant shall provide notice, in each DMA in which Defendant 
owns or operates a Station, to (i) every full power Station in that DMA 
that sells broadcast television spot advertising that Defendant does 
not own or operate and (ii) any Sales Representative Firm selling 
advertising in that DMA on behalf of Defendant, of the Complaint, 
Proposed Final Judgment, and Competitive Impact Statement in a form and 
manner to be proposed by Defendant and approved by the United States in 
its sole discretion. Defendant shall provide the United States with its 
proposal, including the list of recipients, within ten days of the 
filing of the Complaint; and
    8. maintain for five years or until expiration of the Final 
Judgment, whichever is shorter, a copy of all materials required to be 
issued under Paragraph VI(C), and furnish them to the United States 
within ten days if requested to do so, except documents protected under 
the attorney-client privilege or the attorney work-product doctrine. 
For all materials required to be furnished under Paragraph VI(C) which 
Defendant claims are protected under the attorney-client privilege or 
the attorney work-product doctrine, Defendant shall furnish to the 
United States a privilege log.
    D. Defendant shall:
    1. upon Management or the Antitrust Compliance Officer learning of 
any violation or potential violation of any of the terms and conditions 
contained in this Final Judgment, (i) promptly take appropriate action 
to investigate, and in the event of a violation, terminate or modify 
the activity so as to comply with this Final Judgment, (ii) maintain 
all documents related to any violation or potential violation of this 
Final Judgment for a period of five years or the duration of this Final 
Judgment, whichever is shorter, and (iii) maintain, and furnish to the 
United States at the United States' request, a log of (a) all such 
documents and documents for which Defendant claims protection under the 
attorney-client privilege or the attorney work product doctrine, and 
(b) all potential and actual violations, even if no documentary 
evidence regarding the violations exist;
    2. within thirty days of Management or the Antitrust Compliance 
Officer learning of any such violation or potential violation of any of 
the terms and conditions contained in this Final Judgment, file with 
the United States a statement describing any violation or potential 
violation of any of the terms and conditions contained in this Final 
Judgment, which shall include a description of any Communications 
constituting the violation or potential violation, including the date 
and place of the Communication, the Persons involved, and the subject 
matter of the Communication;
    3. establish a whistleblower protection policy, which provides that 
any employee may disclose, without reprisal for such disclosure, to the 
Antitrust Compliance Officer information concerning any violation or 
potential violation by the Defendant of this Final Judgment or U.S. 
antitrust laws;
    4. have its CEO, General Counsel or Chief Legal Officer certify in 
writing to the United States annually on the anniversary date of the 
entry of this Final Judgment that Defendant has complied with the 
provisions of this Final Judgment;
    5. maintain and produce to the United States upon request: (i) a 
list identifying all employees having received the annual antitrust 
briefing required under Paragraphs VI(C)(3) and VI(C)(4); and (ii) 
copies of all materials distributed as part of the annual antitrust 
briefing required under Paragraphs VI(C)(3) and V(C)(4). For all 
materials requested to be produced under this Paragraph VI(D)(5) for 
which Defendant claims is protected under the attorney-client privilege 
or the attorney work-product doctrine, Defendant shall furnish to the 
United States a privilege log; and
    6. within 14 days of entry of the Final Judgment, instruct each 
Sales Representative Firm Manager that the Sales Representative Firm 
shall not Communicate any of Defendant's Competitively Sensitive 
Information in a way that would violate Sections IV and V of this Final 
Judgment if the Sales Representative Firm were included in the 
definition of ``Defendant'' in Paragraph II(F), in a form and manner to 
be proposed by Defendant and approved by the United States in its sole 
discretion, maintained and produced to the United States upon request.
    E. For the avoidance of doubt, the term ``potential violation'' as 
used in Paragraph VI(D) does not include the discussion of future 
conduct.
    F. If Defendant acquires a Station after entry of this Final 
Judgment, this Section VI will not apply to that acquired Station or 
the employees of that acquired Station until 120 days after closing of 
the acquisition of that acquired Station.

VII. DEFENDANT'S COOPERATION

    A. Defendant shall cooperate fully and truthfully with the United 
States in any investigation or litigation concerning whether or 
alleging that Defendant, any Station that Defendant does not own or 
operate, or any Sales Representative Firm Communicated Competitively 
Sensitive Information with or among Defendant or any other Station or 
any Sales Representative Firm in violation of Section 1 of the Sherman 
Act, as amended, 15 U.S.C. Sec.  1. Defendant shall use its best 
efforts to ensure that all current and former officers, directors, 
employees, and agents also fully and promptly cooperate with the United 
States. The full, truthful, and continuing cooperation of Defendant 
shall include, but not be limited to:
    1. providing sworn testimony, that is not protected by the 
attorney-client privilege or the attorney work product doctrine, to the 
United States regarding the Communicating of Competitively Sensitive 
Information or any agreement with any other Station it does not own or 
such other Station's Sales Representative Firm to Communicate 
Competitively Sensitive Information while an employee of the Defendant;
    2. producing, upon request of the United States, all documents, 
data, and other materials, wherever located, to the extent not 
protected under the attorney-client privilege or the attorney work-
product doctrine, in the possession, custody, or control of Defendant, 
that relate to the Communication of Competitively Sensitive Information 
or any agreement with any other Station or such other Station's Sales 
Representative Firm to Communicate Competitively Sensitive Information, 
and a log of documents protected by the attorney-client privilege or 
the attorney work product doctrine;
    3. making available for interview any officers, directors, 
employees, and agents of Defendant if so requested on reasonable notice 
by the United States; and
    4. testifying at trial and other judicial proceedings fully, 
truthfully, and under oath, when called upon to do so by the United 
States; provided however, that the obligations of Defendant to 
cooperate fully with the United States as described in this Section VII 
shall cease upon the conclusion of all of the United States' 
investigations and the United States' litigations examining whether or 
alleging that Defendant, any Station that Defendant does not own or 
operate or such other Station's Sales Representative Firm Communicated 
Competitively Sensitive Information or

[[Page 44153]]

with or among Defendant or any other Station or any Sales 
Representative Firm in violation of Section 1 of the Sherman Act, as 
amended, 15 U.S.C. Sec.  1, including exhaustion of all appeals or 
expiration of time for all appeals of any Court ruling in each such 
matter, at which point the United States will provide written notice to 
Defendant that its obligations under this Section VII have expired.
    B. Defendant is obligated to impose a litigation hold until the 
United States provides written notice to the Defendant that its 
obligations under this Section VII have expired. This Paragraph VII(B) 
does not apply to documents created after entry of this Final Judgment.
    C. Subject to the full, truthful, and continuing cooperation of 
Defendant, as defined in Paragraph VII(A), the United States will not 
bring any further civil action or any criminal charges against 
Defendant related to any Communication of Competitively Sensitive 
Information or any agreement to Communicate Competitively Sensitive 
Information with any other Station it does not own or operate or such 
other Station's Sales Representative Firm when that agreement:
    1. was Communicated, entered into and terminated on or before the 
date of the filing of the Complaint in this action (or in the case of a 
Station that is acquired by Defendant after entry of this Final 
Judgment, was Communicated or entered into before the acquisition and 
terminated within 120 days after the closing of the acquisition); and
    2. does not constitute or include an agreement to fix prices or 
divide markets.
    D. The United States' agreement set forth in Paragraph VII(C) does 
not apply to any acts of perjury or subornation of perjury (18 U.S.C. 
Sec. Sec.  1621-22), making a false statement or declaration (18 U.S.C. 
Sec. Sec.  1001, 1623), contempt (18 U.S.C. Sec. Sec.  401-402), or 
obstruction of justice (18 U.S.C. Sec.  1503, et seq.) by the Defendant 
or its officers, directors, and employees. The United States' agreement 
set forth in Paragraph VII(C) does not release any claims against any 
Sales Representative Firm.

VIII. COMPLIANCE INSPECTION

    A. For the purposes of determining or securing compliance with this 
Final Judgment or of any related orders, or of determining whether the 
Final Judgment should be modified, 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 Defendant, be permitted:
    1. to access during Defendant's office hours to inspect and copy, 
or at the option of the United States, to require Defendant to provide 
electronic or hard copies of all books, ledgers, accounts, records, 
data, and documents in the possession, custody, or control of 
Defendant, relating to any matters that are the subject of this Final 
Judgment, not protected by the attorney- client privilege or the 
attorney work product doctrine; and
    2. to interview, either informally or on the record, Defendant's 
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 Defendant; and
    3. to obtain from Defendant written reports or responses to written 
interrogatories, of information not protected by the attorney-client 
privilege or attorney work product doctrine, under oath if requested, 
relating to any matters that are the subject of this Final Judgment as 
may be requested.
    B. No information or documents obtained by the means provided in 
this Section VIII 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 for law 
enforcement purposes, or as otherwise required by law.
    C. If at the time information or documents are furnished by 
Defendant to the United States, Defendant represents and identifies in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under Rule 26(c)(1)(G) of the 
Federal Rules of Civil Procedure, and Defendant marks 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 Defendant ten calendar days' notice prior to 
divulging such material in any legal proceeding (other than a grand 
jury proceeding).

IX. 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.

X. ENFORCEMENT OF FINAL JUDGMENT

    A. The United States retains and reserves all rights to enforce the 
provisions of this Final Judgment, including its right to seek an order 
of contempt from this Court. Defendant agrees that in any civil 
contempt action, any motion to show cause, or any similar civil action 
brought by the United States regarding an alleged violation of this 
Final Judgment, the United States may establish a violation of the 
Final Judgment and the appropriateness of any remedy therefor by a 
preponderance of the evidence, and Defendant waives any argument that a 
different standard of proof should apply.
    B. The Final Judgment should be interpreted to give full effect to 
the procompetitive purposes of the antitrust laws and to restore all 
competition the United States alleged was harmed by the challenged 
conduct. Defendant agrees that it may be held in contempt of, and that 
the Court may enforce, any provision of this Final Judgment that, as 
interpreted by the Court in light of these procompetitive principles 
and applying ordinary tools of interpretation, is stated specifically 
and in reasonable detail, whether or not it is clear and unambiguous on 
its face. In any such interpretation, the terms of this Final Judgment 
should not be construed against either party as the drafter.
    C. In any enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may apply 
to the Court for a one-time extension of this Final Judgment, together 
with such other relief as may be appropriate. In connection with any 
successful effort by the United States to enforce this Final Judgment 
against Defendant, whether litigated or resolved prior to litigation, 
Defendant agrees to reimburse the United States for the fees and 
expenses of its attorneys, as well as any other costs including 
experts' fees, incurred in connection with that enforcement effort, 
including in the investigation of the potential violation.

[[Page 44154]]

XI. EXPIRATION OF FINAL JUDGMENT

    Unless this Court grants an extension, this Final Judgment shall 
expire seven years from the date of its entry, except that after five 
years from the date of its entry, this Final Judgment may be terminated 
upon notice by the United States to the Court and Defendant that the 
continuation of the Final Judgment no longer is necessary or in the 
public interest.

XII. NOTICE

    For purposes of this Final Judgment, any notice or other 
communication required to be provided to the United States shall be 
sent to the person at the address set forth below (or such other 
addresses as the United States may specify in writing to Defendant): 
Chief, Media, Entertainment, and Professional Services Section, U.S. 
Department of Justice Antitrust Division, 450 Fifth Street NW, Suite 
4000, Washington, DC 20530.

XIII. 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. 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.
    IT IS SO ORDERED by the Court, this __ day of ___, 201_.

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

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United States District Judge

EXHIBIT 1

[Company Letterhead]
[Name and Address of Antitrust Compliance Officer]
Re: Prohibitions Against Sharing of Competitively Sensitive Information
Dear [XX]:

    I provide you this notice regarding a judgment recently entered by 
a federal judge in Washington, D.C. prohibiting the sharing of certain 
information with other broadcast television station(s).
    The judgment applies to our company and all of its employees, 
including you, so it is important that you understand the obligations 
it imposes on us. [CEO Name] has asked me to let each of you know that 
[s/he] expects you to take these obligations seriously and abide by 
them.
    The judgment prohibits us from sharing or receiving, directly or 
indirectly (including through our national sales representative firm), 
competitively sensitive information with or from any employee, agent, 
or representative of another broadcast television station in the same 
DMA it does not own or operate. Competitively sensitive information 
means any non-public information regarding the sale of spot advertising 
on broadcast television stations, including information relating to any 
pricing or pricing strategies, pacing, holding capacity, revenues, or 
market shares. There are limited exceptions to this restriction, which 
are listed in the judgment. The company will provide briefing on the 
legitimate or illegitimate exchange of information.
    You must consult with me if you have any questions on whether a 
particular circumstance is subject to an exception under the judgment.
    A copy of the judgment is attached. Please read it carefully and 
familiarize yourself with its terms. The judgment, rather than the 
above description, is controlling. If you have any questions about the 
judgment or how it affects your sale of spot advertising, please 
contact me as soon as possible.
    Please sign and return the attached Employee Certification to 
[Defendant's Antitrust Compliance Officer] within thirty days of your 
receipt of this letter. Thank you for your cooperation.

Sincerely,

[Defendant's Antitrust Compliance Officer]

Employee Certification

    I, ____ [name], ____ [position] at ____ [station or location] do 
hereby certify that I (i) have read and understand, and agree to abide 
by, the terms of the Final Judgment; (ii) am not aware of any violation 
of the Final Judgment that has not been reported to [Defendant]; and 
(iii) understand that my failure to comply with this Final Judgment may 
result in an enforcement action for civil or criminal contempt of 
court.

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Name:
Date:

EXHIBIT 2

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc., et al., Defendants.

Case No.

ACKNOWLEDGEMENT OF APPLICABILITY

    The undersigned acknowledges that [Full Buyer Name], including its 
successors and assigns, and its subsidiaries, divisions, and broadcast 
television stations, and their directors, officers, and employees 
(``Acquirer''), following consummation of the Acquirer's acquisition of 
[insert names of station or stations acquired] (each, an ``Acquired 
Station''), is bound by the Final Judgment entered by this Court in the 
above-captioned action (``Final Judgment''), as if the Acquirer were a 
Defendant under the Final Judgment, as follows:
    1. The Acquirer shall be bound in full by all Sections of the 
Consent Decree not specifically discussed below.
    2. As to Sections IV, V, and VII of the Final Judgment, the 
Acquirer is bound to the Final Judgment only as to (i) each Acquired 
Station, each Acquired Station's successors and assigns, and each 
Acquired Station's subsidiaries and divisions, and each Acquired 
Station's directors, officers, and employees, (ii) Acquirer's officers 
and directors only with respect to any responsibilities or actions 
regarding any Acquired Stations, and (iii) employees with management or 
supervisory responsibilities for Acquirer's business or operations 
related to the sale of spot advertising on any Acquired Station, only 
with respect to those responsibilities.
    3. As to Section VI(C)(3), VI(C)(4), VI(C)(6), VI(C)(8), VI(D), 
VI(E), and VIII of the Final Judgment, the Acquirer is bound to the 
Final Judgment only as to (i) each Acquired Station, each Acquired 
Station's successors and assigns, and each Acquired Station's 
subsidiaries and divisions, and each Acquired Station's directors, 
officers, and employees, (ii) Acquirer's officers and directors, and 
(iii) employees with management or supervisory responsibilities for 
Acquirer's business or operations related to the sale of spot 
advertising on any Acquired Station.
    4. The release contained in Sections VII(C) and (D) applies to the 
Acquirer, but only to civil actions or criminal charges arising from 
actions taken by any Acquired Station.
    5. The Acquirer shall not be bound by Sections VI(C)(1), 
VI(C)(2),VI(C)(5), VI(C)(7), and VI(F) of the Final Judgment at all, 
unless the Acquirer acquires the Acquired Stations earlier than 45 days 
after entry of the Final Judgment.
    6. Section VI(A) applies to the Acquirer, but, unless the Acquirer

[[Page 44155]]

acquires the Acquired Stations earlier than 45 days after entry of the 
Final Judgment, Section VI(A) is modified to make the initial period 
for appointing an Antitrust Compliance Officer in the first sentence 
120 days from consummation of the Acquirer's acquisition of the 
Acquired Station or Acquired Stations.
    This Acknowledgement of Applicability may be voided by a joint 
written agreement between the United States and the Acquirer.

Dated: [ ]

Respectfully submitted,

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[Counsel for Acquirer]

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

    United States of America; Plaintiff, v. Sinclair Broadcast 
Group, Inc.; Raycom Media, Inc.; Tribune Media Company; Meredith 
Corporation; Griffin Communications, LLC; Dreamcatcher Broadcasting, 
LLC, Nexstar Media Group, Inc.; CBS Corporation; Cox Enterprises, 
Inc.; The E.W. Scripps Company; Fox Corporation; and TEGNA Inc., 
Defendants.

Case No. 1:18-cv-2609-TSC

COMPETITIVE IMPACT STATEMENT

    Plaintiff United States of America (``United States''), pursuant to 
Section 2(b) of the Antitrust Procedures and Penalties Act, 15 U.S.C. 
Sec.  16(b)-(h) (``APPA'' or ``Tunney Act''), files this Competitive 
Impact Statement relating to the proposed Final Judgments against 
Defendants CBS Corporation (``CBS''), Cox Enterprises, Inc. (``Cox''), 
The E.W. Scripps Company (``Scripps''), Fox Corporation (``Fox''), and 
TEGNA Inc. (``TEGNA'') submitted for entry in this civil antitrust 
proceeding.

I. Nature and Purpose of the Proceeding

    On November 13, 2018, the United States filed a civil antitrust 
complaint alleging that six Defendants agreed among themselves and 
other broadcast television stations in many local markets to 
reciprocally exchange station-specific, competitively sensitive 
information regarding spot advertising revenues. The Complaint alleges 
those Defendants' agreements are unreasonable restraints of trade that 
are unlawful under Section 1 of the Sherman Act, 15 U.S.C. Sec.  1. The 
Complaint seeks injunctive relief to prevent those Defendants from 
exchanging competitively sensitive information with and among competing 
broadcast television stations. On December 13, 2018, the United States 
filed an Amended Complaint, adding a seventh defendant. On June 17, 
2019, the United States filed a Second Amended Complaint, adding CBS, 
Cox, Scripps, Fox, and TEGNA as defendants. Besides these additions and 
some additional allegations regarding agreements with certain national 
sales representation firms, the Second Amended Complaint is the same as 
the Amended Complaint in all material respects.
    Along with the Second Amended Complaint, the United States filed 
proposed Final Judgments for CBS, Cox, Scripps, Fox, and TEGNA.\2\ The 
proposed Final Judgments prohibit sharing of competitively sensitive 
information, require CBS, Cox, Scripps, Fox, and TEGNA to implement 
antitrust compliance training programs, and impose cooperation and 
reporting requirements.
---------------------------------------------------------------------------

    \2\ On May 22, 2019, the Court issued orders granting Final 
Judgment with respect to the seven other defendants. See U.S. v. 
Sinclair, No. 1:18-cv-02609-TSC, Dkt. Nos. 34-40 (May 22, 2019).
---------------------------------------------------------------------------

    The United States and each of CBS, Cox, Scripps, Fox, and TEGNA 
have stipulated that the proposed Final Judgments may be entered after 
compliance with the APPA, unless the United States withdraws its 
consent. Entry of the proposed Final Judgments would terminate this 
action, except that the Court would retain jurisdiction to construe, 
modify, or enforce the provisions of the proposed Final Judgments and 
to punish violations thereof.

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

A. Industry Background
    Broadcast television stations sell advertising time to businesses 
that want to advertise their products to television viewers. Broadcast 
television ``spot'' advertising,\3\ which typically comprises the 
majority of a station's revenues, is sold directly by the station 
itself or through its sales representatives to advertisers who want to 
target viewers in specific geographic areas called Designated Market 
Areas (``DMAs'').\4\
---------------------------------------------------------------------------

    \3\ Spot advertising differs from other types of television 
advertising, such as network and syndicated television advertising, 
which are sold by television networks and producers of syndicated 
programs on a nationwide basis and broadcast in every market where 
the network or syndicated program is aired.
    \4\ A DMA is a geographical unit designated by the A.C. Nielsen 
Company, a company that surveys television viewers and furnishes 
data to aid in evaluating television audiences. There are 210 DMAs 
in the United States. DMAs are widely accepted by television 
stations, advertisers, and advertising agencies as the standard 
geographic area to use in evaluating television audience size and 
demographic composition.
---------------------------------------------------------------------------

    Broadcast stations typically make their spot advertising sales 
through two channels: (1) local sales, which are sales made by the 
station's own local sales staff to advertisers who are usually located 
within the DMA; and (2) national sales, which are sales made either by 
the broadcast group's national sales staff or by a national sales 
representative firm (``Sales Rep Firm'') to regional or national 
advertisers.
    CBS is a Delaware corporation with its principal place of business 
in New York, New York. CBS owns or operates 28 television stations in 
18 DMAs, and had over $14.5 billion in revenues in 2018.
    Cox is a Delaware corporation with its principal place of business 
in Atlanta, Georgia. Cox owns or operates 14 television stations in 10 
DMAs, owns Cox Reps, and had an estimated $20 billion in revenues in 
2018.
    Scripps is an Ohio corporation with its principal place of business 
in Cincinnati, Ohio. Scripps owns or operates 60 television stations in 
42 DMAs, and had over $917 million in revenues in 2018.
    Fox is a Delaware corporation with its principal place of business 
in New York, New York. Fox owns or operates 17 television stations in 
17 DMAs. Fox is a corporate entity recently created from certain former 
21st Century Fox assets, including its broadcast station assets, after 
The Walt Disney Company acquired 21st Century Fox and spun-out Fox. 
21st Century Fox's television segment earned over $5 billion in 2017.
    Defendant TEGNA is a Delaware corporation with its principal place 
of business in McLean, Virginia. TEGNA owns or operates 49 television 
stations in 41 DMAs, and had $2.2 billion in revenues in 2018.
    CBS, Cox, Scripps, Fox, and TEGNA, along with certain other 
television broadcast station groups, compete in various configurations 
in multiple DMAs across the United States. CBS, Cox, Scripps, Fox, and 
TEGNA sell spot advertising time to advertisers that seek to target 
viewers in the DMAs in which they operate. Prices are individually 
negotiated with advertisers, and advertisers are able to ``play off'' 
the stations against each other to obtain competitive rates.
    There are two primary Sales Rep Firms in the United States today, 
including Cox's subsidiary Cox Reps, Inc. (``Cox Reps''), and each 
represents hundreds of television stations throughout the country in 
the sale of national advertising time. It is common for one Sales Rep 
Firm to represent multiple competing stations in the same DMA. In such 
cases, the stations and the Sales Rep Firms purportedly create 
firewalls to prevent coordination and

[[Page 44156]]

information sharing between the sales teams representing competing 
stations.
B. The Exchanges of Competitively Sensitive Information
    The Second Amended Complaint alleges that CBS, Cox, Scripps, Fox, 
and TEGNA and other broadcasters and Sales Rep Firms have agreed in 
many DMAs to reciprocally exchange station-specific revenue pacing 
data. Revenue pacing data compares a station's revenues booked for a 
certain time period to the revenues booked for the same point in time 
in the previous year, indicating how each station is performing versus 
the rest of the market and providing insight into each station's 
remaining spot advertising inventory for the current period or future 
periods. The exchanges were systematic and typically included non-
public pacing data on national revenues, local revenues, or both, 
depending on the DMA. The Second Amended Complaint further alleges that 
CBS, Cox, Scripps, Fox, and TEGNA engaged in the exchange of other 
forms of competitively sensitive information relating to spot 
advertising in certain DMAs.
    The Second Amended Complaint alleges that CBS, Cox, Scripps, Fox, 
and TEGNA exchanged pacing information in at least two ways. First, 
CBS, Cox, Scripps, Fox, and TEGNA and other television broadcast 
stations exchanged information through the Sales Rep Firms, exchanges 
which the Sales Rep Firms agreed to facilitate or knowingly 
facilitated. The information was passed both within and between Sales 
Rep Firms representing competing stations, and was done with CBS's, 
Cox's, Scripps', Fox's, and TEGNA's knowledge and frequently at those 
Defendants' instruction. Second, in some DMAs, CBS, Cox, Scripps, Fox, 
and TEGNA and other broadcasters exchanged pacing information directly 
between local station employees.
    The Second Amended Complaint alleges that these exchanges of pacing 
information allowed stations to better understand, in real time, the 
availability of inventory on competitors' stations, which is often a 
key factor affecting negotiations with buyers over spot advertising 
prices. The exchanges also helped stations to anticipate whether 
competitors were likely to raise, maintain, or lower spot advertising 
prices. Understanding competitors' pacing can help stations gauge 
competitors' and advertisers' negotiation strategies, inform their own 
pricing strategies, and help them resist more effectively advertisers' 
attempts to obtain lower prices by playing stations off of one another. 
CBS's, Cox's, Scripps', Fox's, and TEGNA's information exchanges 
therefore distorted the normal price-setting mechanism in the spot 
advertising market and harmed the competitive process within the 
affected DMAs.

III. Explanation of the Proposed Final Judgments

    The provisions of the proposed Final Judgments closely track the 
relief sought in the Second Amended Complaint and are intended to 
provide prompt, certain, and effective remedies that will ensure that 
CBS, Cox, Scripps, Fox, and TEGNA and their employees and Sales Rep 
Firms will not impede competition by sharing competitively sensitive 
information, directly or indirectly, including through Sales Rep Firms, 
with its rival broadcast television stations. The requirements and 
prohibitions in the proposed Final Judgments will terminate CBS's, 
Cox's, Scripps', Fox's, and TEGNA's illegal conduct, prevent recurrence 
of the same or similar conduct, ensure that CBS, Cox, Scripps, Fox, and 
TEGNA establish antitrust compliance programs, and provide the United 
States with cooperation in its ongoing investigation. The proposed 
Final Judgments protect competition and consumers by putting a stop to 
the anticompetitive information sharing alleged in the Second Amended 
Complaint.
A. Prohibited Conduct
    The proposed Final Judgments broadly prohibit CBS, Cox, Scripps, 
Fox, and TEGNA from sharing competitively sensitive information with 
rival broadcast television stations in the same DMA. Specifically, 
Section IV ensures that CBS, Cox, Scripps, Fox, and TEGNA will not, 
directly or indirectly, communicate competitively sensitive 
information, including pricing or pricing strategies, pacing, holding 
capacity, revenues, or market shares, to broadcast television stations 
in the same DMA or to those stations' sales representatives and agents. 
Regarding Cox, Section IV of the proposed Final Judgment also ensures 
that Cox will not facilitate the communication of competitively 
sensitive information between rival broadcast television stations 
through Cox Reps.
    The proposed Final Judgments provide that their provisions will 
apply to stations owned by CBS, Cox, Scripps, Fox, and TEGNA even if 
they sell those stations to new buyers. In particular, Paragraph IV(C) 
provides that each of CBS, Cox, Scripps, Fox, and TEGNA may not sell 
any stations it owns as of October 1, 2018, unless the buyer has 
executed an Acknowledgement that each station will continue to be bound 
by the terms of the proposed Final Judgment. The United States, in its 
discretion, may waive this requirement on a station-by-station basis, 
or alternatively the buyer and the United States may agree to void the 
Acknowledgement after the sale has been consummated.
B. Conduct Not Prohibited
    Section V makes clear that the proposed Final Judgments do not 
prohibit CBS, Cox, Scripps, Fox, and TEGNA from sharing or receiving 
competitively sensitive information in certain specified circumstances 
where the information sharing appears unlikely to cause harm to 
competition. Paragraph V(A) allows CBS, Cox, Scripps, Fox, and TEGNA to 
communicate competitively sensitive information to advertising 
customers or prospective customers. Paragraph V(B) allows for the 
communication of competitively sensitive information with other 
broadcasters (i) for purposes of evaluating or effectuating a 
transaction, such as the purchase or sale of a station; or (ii) when 
reasonably necessary for achieving the efficiencies of a legitimate 
collaboration among competitors, such as a lawful joint venture.\5\ 
Paragraph V(C) confirms that the proposed Final Judgments do not 
prohibit petitioning conduct protected by the Noerr-Pennington 
doctrine. Paragraph V(D) permits the exchange of competitively 
sensitive information through certain third-party aggregation services 
under the conditions listed in that paragraph, including that the 
aggregated data does not permit individual stations to identify, 
deduce, or estimate the prices or pacing of their competitors.
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    \5\ Paragraph V(B)(5) states that, for purposes of Paragraph 
V(B) only, certain types of Joint Sales Agreements, Local Marketing 
Agreements, and similar agreements qualify as a ``legitimate 
competitor collaboration'' under Paragraph V(B)(b). Paragraph 
V(B)(5) was included in recognition of the fact that some 
broadcasters have entered into a number of these agreements in 
various DMAs. The question of whether these agreements have any 
effect on competition was outside the scope of the United States' 
investigation in this matter. Accordingly, Paragraph V(B)(5) should 
not be read as an admission that such agreements otherwise comply 
with the antitrust laws, and the United States takes no position on 
that question for purposes of this proceeding.
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C. Antitrust Compliance Obligations
    Under Section VI of the proposed Final Judgments, CBS, Cox, 
Scripps, Fox, and TEGNA each must designate an Antitrust Compliance 
Officer who is responsible for implementing training and antitrust 
compliance programs and ensuring compliance with the Final

[[Page 44157]]

Judgments. Among other duties, each Antitrust Compliance Officer will 
be required to distribute copies of that Defendant's Final Judgment and 
ensure that training on the Final Judgment and the antitrust laws is 
provided to each of CBS's, Cox's, Scripps', Fox's, and TEGNA's 
respective management and sales staff. Section VI also requires CBS, 
Cox, Scripps, Fox, and TEGNA each to establish an antitrust 
whistleblower policy and remedy and report violations of the Final 
Judgment. Under Paragraph VI(D)(5) of Cox's proposed Final Judgment, 
Cox is required to establish policies and procedures at Cox Reps that 
ensure employees representing one station do not have access to the 
competitively sensitive information of any other client station 
operating in the same DMA, including database access restrictions. 
Under Section VI, CBS, Cox, Scripps, Fox, and TEGNA, through their 
respective CEO, General Counsel, or Chief Legal Officer, must certify 
annual compliance with the Final Judgments. This compliance program is 
necessary in light of the extensive history of communications among 
rival stations that facilitated CBS's, Cox's, Scripps', Fox's, and 
TEGNA's agreements.
D. Defendants' Cooperation
    As outlined in Section VII, CBS, Cox, Scripps, Fox, and TEGNA must 
cooperate fully and truthfully with the United States in any 
investigation or litigation relating to the sharing of competitively 
sensitive information in the broadcast television industry. The 
required cooperation may include providing sworn testimony, employee 
interviews, and/or documents and data.
    Paragraph VII(C) provides that, subject to each of CBS's, Cox's, 
Scripps', Fox's, and TEGNA's truthful and continuing cooperation as 
defined in Paragraphs VII(A) and (B), the United States will not bring 
further civil actions or criminal charges against that Defendant for 
any agreement to share competitively sensitive information with any 
other station or Sales Rep Firm when the agreement: (1) was entered 
into and terminated before the date of the filing of the Complaint and 
(2) does not constitute or include an agreement to fix prices or divide 
markets. As to Cox, an additional requirement for application of this 
release is that the agreement not involve Cox, including through Cox 
Reps, acting as a joint sales agent for Stations from different 
broadcast station groups competing in the same DMA.
E. Enforcement of Final Judgments
    The proposed Final Judgments contain provisions designed to promote 
compliance and make the enforcement of Division consent decrees as 
effective as possible. Paragraph X(A) provides that the United States 
retains and reserves all rights to enforce the provisions of the 
proposed Final Judgments, including its rights to seek an order of 
contempt from the Court. CBS, Cox, Scripps, Fox, and TEGNA have agreed 
that in any civil contempt action, any motion to show cause, or any 
similar action brought by the United States regarding an alleged 
violation of the Final Judgment, the United States may establish the 
violation and the appropriateness of any remedy by a preponderance of 
the evidence and that CBS, Cox, Scripps, Fox, and TEGNA have waived any 
argument that a different standard of proof should apply. This 
provision aligns the standard for compliance obligations with the 
standard of proof that applies to the underlying offense that the 
compliance commitments address.
    Paragraph X(B) provides additional clarification regarding the 
interpretation of the provisions of the proposed Final Judgments. The 
proposed Final Judgments were drafted to restore all competition the 
United States alleged was harmed by CBS's, Cox's, Scripps', Fox's, and 
TEGNA's challenged conduct. CBS, Cox, Scripps, Fox, and TEGNA agree 
that they will abide by the proposed Final Judgments, and that they may 
be held in contempt of this Court for failing to comply with any 
provision of the proposed Final Judgments that is stated specifically 
and in reasonable detail, whether or not it is clear and unambiguous on 
its face, and as interpreted in light of this procompetitive purpose.
    Paragraph X(C) further provides that, should the Court find in an 
enforcement proceeding that CBS, Cox, Scripps, Fox, or TEGNA has 
violated the Final Judgment, the United States may apply to the Court 
for a one-time extension of the respective Final Judgment, together 
with such other relief as may be appropriate. In addition, in order to 
compensate American taxpayers for any costs associated with the 
investigation and enforcement of violations of a proposed Final 
Judgment, Paragraph X(C) provides that in any successful effort by the 
United States to enforce a Final Judgment against CBS, Cox, Scripps, 
Fox, or TEGNA whether litigated or resolved before litigation, each 
respective Defendant agrees to reimburse the United States for any 
attorneys' fees, experts' fees, or costs incurred in connection with 
any enforcement effort against that particular Defendant, including the 
investigation of the potential violation.
    Finally, Section XI of the proposed Final Judgments provides that 
each Final Judgment shall expire seven years from the date of its 
entry, except that after five years from the date of its entry, the 
Final Judgment may be terminated upon notice by the United States to 
the Court and CBS, Cox, Scripps, Fox, or TEGNA, respectively, that the 
continuation of the Final Judgments is no longer necessary or in the 
public interest.

IV. Remedies Available to Potential Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. Sec.  15, provides that any 
person who has been injured as a result of conduct prohibited by the 
antitrust laws may bring suit in federal court to recover three times 
the damages the person has suffered, as well as costs and reasonable 
attorneys' fees. Entry of the proposed Final Judgments 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. 
Sec.  16(a), the proposed Final Judgments have no prima facie effect in 
any subsequent private lawsuit that may be brought against CBS, Cox, 
Scripps, Fox, or TEGNA.

V. Procedures Available for Modification of the Proposed Final 
Judgments

    The United States and CBS, Cox, Scripps, Fox, and TEGNA have 
stipulated that the Court may enter the proposed Final Judgments 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 Judgments are in the 
public interest.
    The APPA provides a period of at least sixty days preceding the 
effective date of the proposed Final Judgments within which any person 
may submit to the United States written comments regarding the proposed 
Final Judgments. Any person who wishes to comment should do so within 
sixty 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

[[Page 44158]]

proposed Final Judgments at any time before 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 website and, under certain 
circumstances, published in the Federal Register.
    Written comments should be submitted to: Owen M. Kendler, Chief, 
Media, Entertainment, & Professional Services Section, Antitrust 
Division, United States Department of Justice, 450 5th Street NW, Suite 
4000, Washington, DC 20530.
    Under Section IX, the proposed Final Judgments provide 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 Judgments.

VI. Alternatives to the Proposed Final Judgments

    The United States considered, as an alternative to the proposed 
Final Judgments, seeking injunctive relief against CBS's, Cox's, 
Scripps', Fox's, and TEGNA's conduct through a full trial on the 
merits. The United States is satisfied, however, that the relief sought 
in the proposed Final Judgments will terminate the anticompetitive 
conduct alleged in the Second Amended Complaint and more quickly 
restore the benefits of competition to advertisers. Thus, the proposed 
Final Judgments would achieve the relief the United States might have 
obtained through litigation, but avoid the time, expense, and 
uncertainty of a full trial on the merits.

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

    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 Judgments ``is in the 
public interest.'' 15 U.S.C. Sec.  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. Sec.  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); United States v. 
U.S. Airways Grp., Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014) 
(explaining that the ``court's inquiry is limited'' in Tunney Act 
settlements); United States v. InBev N.V./S.A., No. 08-1965 (JR), 2009 
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'').
    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 in the government's complaint, whether the decree is 
sufficiently clear, whether its 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. Instead:

[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).\6\
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    \6\ See also 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'').
---------------------------------------------------------------------------

    The United States' predictions with respect to the efficacy of the 
remedy are to be afforded deference by the Court. See, e.g., Microsoft, 
56 F.3d at 1461 (recognizing courts should give ``due respect to the 
Justice Department's . . . view of the nature of its case'''); United 
States v. Iron Mountain, Inc., 217 F. Supp. 3d 146, 152-53 (D.D.C. 
2016) (``In evaluating objections to settlement agreements under the 
Tunney Act, a court must be mindful that [t]he government need not 
prove that the settlements will perfectly remedy the alleged antitrust 
harms[;] it need only provide a factual basis for concluding that the 
settlements are reasonably adequate remedies for the alleged harms.'' 
(internal citations omitted)); United States v. Republic Servs., Inc., 
723 F. Supp. 2d 157, 160 (D.D.C. 2010) (noting ``the deferential review 
to which the government's proposed remedy is accorded''); United States 
v. Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (``A 
district court must accord due respect to the government's prediction 
as to the effect of proposed remedies, its perception of the market 
structure, and its view of the nature of the case.''). The ultimate 
question is 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.''' Microsoft, 56 F.3d at 1461 (quoting 
United States v. Western Elec. Co., 900 F.2d 283, 309 (D.C. Cir. 
1990)).
    Moreover, the court's role under the APPA is limited to reviewing 
the remedy in relationship to the violations that the United States has 
alleged in its complaint, and does not authorize the court to 
``construct [its] own hypothetical case and then evaluate the decree 
against that case.'' Microsoft, 56 F.3d at 1459; see also U.S. Airways, 
38 F. Supp. 3d at 75 (noting that the court must simply determine 
whether there is a factual foundation for the 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

[[Page 44159]]

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.
    In its 2004 amendments to the APPA,\7\ 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. Sec.  16(e)(2); see also U.S. Airways, 38 F. 
Supp. 3d at 76 (indicating that a court is not required to hold an 
evidentiary hearing or to permit intervenors as part of its review 
under the Tunney Act). This language explicitly wrote into the statute 
what Congress intended when it first 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). ``A court can make its public interest determination 
based on the competitive impact statement and response to public 
comments alone.'' U.S. Airways, 38 F. Supp. 3d at 76 (citing United 
States v. Enova Corp., 107 F. Supp. 2d 10, 17 (D.D.C. 2000)).
---------------------------------------------------------------------------

    \7\ Pub. L. 108-237, Sec.  221.
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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 Judgments.

Dated: June 17, 2019

Respectfully submitted,

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Lee F. Berger * (D.C. Bar #482435),
Trial Attorney.

U.S. Department of Justice, Antitrust Division, Media, 
Entertainment, and Professional Services Section, 450 Fifth Street 
NW, Suite 4000, Washington, DC 20530, Phone: 202-598-2698, 
Facsimile: 202-514-7308, Email: [email protected].

* Attorney of Record

[FR Doc. 2019-17987 Filed 8-21-19; 8:45 am]
BILLING CODE 4410-11-P