Federal Register / Vol. 65, No. 194 / Thursday, October 5, 2000 / Notices 59425

to the Northwest because the transfer

and storage terminals they need are

either unavailable or more expensive to

use than Unocal’s Rivergate terminal.

Midwest producers face obstacles to

increasing shipments to the Northwest,

including high transportation costs,

commitments to local customers, the

attractiveness of netbacks closer to their

plants, and differences in seasonal

demand that often make California a

better market for their product.

The proposed consent order would

require that Agrium divest Unocal’s

deepwater terminal at Rivergate, part of

its upriver terminal at Hedges

(containing urea storage and land for

expansion and road access), and leases

on three UAN terminals (including one

with deepwater access) to J.R. Simplot

Company. The order would also require

Agrium to provide Simplot with a longterm lease on the ammonia storage at

Hedges and perpetual access to the

Hedges dock, roadway, rail spur and

weight scales.

The Commission is preliminarily

satisfied that Simplot is well qualified

to reproduce Unocal’s competitive role

in the Northwest. Simplot is a $2.8

billion agribusiness that, among other

things, produces, wholesales and retails

nitrogen and other fertilizers around

North America. It operates a large

nitrogen fertilizer production facility in

Manitoba, numerous phosphate plants,

and a chain of retail outlets. In the

Northwest, Simplot is a substantial

source of phosphate fertilizers, but its

wholesaling of nitrogen fertilizers is

very limited. The proposed divestiture

would enable Simplot to become a

major wholesaler of nitrogen fertilizers

in the Northwest.

The proposed order requires that

respondents divest the specified assets

to Simplot, in accordance with the

agreement between Agrium and

Simplot, immediately after Agrium

acquires Unocal. If, at the time the

Commission decides to make the

proposed consent order final, the

Commission notifies the respondents

that Simplot is not an acceptable

acquirer, or that the agreement with

Simplot is not an acceptable manner of

divestiture, the respondents must

immediately rescind the transaction and

divest those assets to an acceptable

acquirer, and in an acceptable manner,

within four months of the date the

proposed consent order becomes final.

For a period of ten (10) years from the

date the proposed order becomes final,

respondents are required to provide

written notice to the Commission prior

to acquiring any interest in (1) any asset

to be divested or (2) any terminal with

deepwater access used in the transfer

and storage of UAN 32 in the Northwest.

These appear to be the only assets in the

Northwest whose acquisition might

substantially affect competition in the

sale of the relevant products but not

trigger a reporting obligation under the

Hart-Scott-Rodino Act. Respondents are

required to provide to the Commission

a report of compliance with the

proposed order within thirty (30) days

of the date the order becomes final every

sixty (60) days thereafter until

respondents have complied with the

divestiture obligations. Respondents are

also required to provide annual reports

during the term of the order. For Agrium

the term of the order would be ten years;

for Unocal it would be until the assets

to be divested are transferred to Agrium.

The Agreement Containing Consent

Order has been placed on the public

record for thirty (30) days for receipt of

comments by interested persons.

Comments received during this period

will become part of the public record.

After thirty (30) days, the Commission

will again review the proposed order

and the comments received and will

decide whether it should withdraw from

the order or make it final. By accepting

the proposed order subject to final

approval, the Commission anticipates

that the competitive problems alleged in

the complaint will be resolved. The

purpose of this analysis is to invite

public comment on the proposed order,

including the specified divestitures, to

aid the Commission in its determination

of whether it should make the order

final. This analysis is not intended to

constitute an official interpretation of

the proposed order, nor is it intended to

modify the terms of the order in any

way.

By direction of the Commission,

Commissioner Swindle not participating.

Donald S. Clark,

Secretary.

[FR Doc. 00–25570 Filed 10–4–00; 8:45 am]

BILLING CODE 6750–01–M

FEDERAL TRADE COMMISSION

[File No. 991 0103]

Alaska Healthcare Network, Inc.;

Analysis To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

SUMMARY: The consent agreement in this

matter settles alleged violations of

federal law prohibiting unfair or

deceptive acts or practices or unfair

methods of competition. The attached

Analysis to Aid Public Comment

describes both the allegations in the

draft complaint that accompanies the

consent agreement and the terms of the

consent order—embodied in the consent

agreement—that would settle these

allegations.

DATES: Comments must be received on

or before October 20, 2000.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 600 Pennsylvania Avenue,

NW., Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT:

Richard Feinstein, FTC/S–3114, 600

Pennsylvania Avenue, NW.,

Washington, DC 20580, (202) 326–3688;

or Paul J. Nolan, FTC/S–3118, 600

Pennsylvania Avenue, NW.,

Washington, DC 20580, (202) 326–2770.

SUPPLEMENTARY INFORMATION: Pursuant

to Section 6(f) of the Federal Trade

Commission Act, 38 Stat. 721, 15 U.S.C.

46, and § 2.34 of the Commission’s

Rules of Practice (16 CFR 2.34), notice

is hereby given that the above-captioned

consent agreement containing a consent

order to cease and desist, having been

filed with and accepted, subject to final

approval, by the Commission, has been

placed on the public record for a period

of thirty (30) days. The following

Analysis to Aid Public Comment

describes the terms of the consent

agreement, and the allegations in the

complaint. An electronic copy of the

full text of the consent agreement

package can be obtained from the FTC

Home Page (for September 20, 2000), on

the World Wide Web, at ‘‘http://

www.ftc.gov/os/2000/09/index.htm.’’ A

paper copy can be obtained from the

FTC Public Reference Room, Room H–

130, 600 Pennsylvania Avenue, NW.,

Washington, DC 20580, either in person

or by calling (202) 326–3627.

Public comment is invited. Comments

should be directed to: FTC/Office of the

Secretary, Room 159, 600 Pennsylvania

Avenue, NW., Washington, DC 20580.

Two paper copies of each comment

should be filed, and should be

accompanied, if possible, by a 31⁄2 inch

diskette containing an electronic copy of

the comment. Such comments or views

will be considered by the Commission

and will be available for inspection and

copying at its principal office in

accordance with § 4.9(b)(6)(ii) of the

Commission’s Rules of Practice (16 CFR

4.9(b)(6)(ii))

Analysis of Agreement Containing

Consent Order To Aid Public Comment

The Federal Trade Commission has

accepted, subject to final approval, an

agreement with the Alaska Healthcare

Network, Inc. (‘‘AHN’’) containing a

proposed consent order. The agreement

settles charges that AHN violated

59426 Federal Register / Vol. 65, No. 194 / Thursday, October 5, 2000 / Notices

Section 5 of the Federal Trade

Commission Act, 15 U.S.C. 45, by

facilitating or implementing agreements

among its members to fix prices and

other terms of dealing with payors, and

to refuse to deal with payors except on

collectively-determined terms. The

proposed consent order has been placed

on the public record for 30 days to

receive comments from interested

persons. Comments received during this

period will become part of the public

record. After 30 days, the Commission

will review the agreement and the

comments received, and will decide

whether it should withdraw from the

agreement or make the proposed order

final.

The purpose of this analysis is to

facilitate public comment on the

proposed order. The analysis is not

intended to constitute an official

interpretation of the agreement and

proposed order, or to modify in any way

their terms. Further, the proposed

consent order has been entered into for

settlement purposes only and does not

constitute an admission by AHN that it

violated the law or that the facts alleged

in the complaint (other than

jurisdictional facts) are true.

The Complaint

The allegations in the Commission’

proposed complaint are summarized

below.

Respondent AHN is a non-profit

corporation composed of more than 60

percent of the physicians with active

medical staff privileges at Fairbanks

Memorial Hospital (the only private

general acute care hospital in the

Fairbanks area). AHN’s members

include almost half of the family and

general practitioners, and from 70 to 100

percent of the internists, pediatricians,

obstetrician-gynecologists, and general

surgeons in full-time, year-round private

practice in Fairbanks.

AHN has served as a vehicle for its

physician members to negotiate

collectively with health plans. When

AHN was formed, a wide range of health

plans, including PPOs, HMOs, and

government health care purchasing

cooperatives, were seeking to contract

with Fairbanks physicians. AHN

members authorized AHN’s Executive

Director to bargain on their behalf over

the terms and conditions under which

individual physicians would deal with

third-party payors. AHN emphasized to

its members that—as a result of its size

and its members’ agreement to allow

AHN to bargain on their behalf—AHN

would be able to bargain from a position

of strength and thus avert the

competition among physicians that

might otherwise be introduced into the

Fairbanks area by managed care plans.

From early 1997 through 1998, AHN

negotiated price and other contract

terms on behalf of its physician

members with at least seven third-party

payors. It used fee information collected

from its member physicians to develop

a fee schedule to use in contract

negotiations. AHN told its members that

its fee schedule represented members’

usual fees, and that the fee schedule

would be used to obtain a favorable

level of reimbursement for area

physicians. AHN’s Board of Directors

and Contracting Committee also

adopted a model contract that required

payors to use AHN’s fee schedule and

to delegate their credentialing,

utilization review, and formulary

management to AHN rather than

operating their own programs.

AHN purported to operate as a

‘‘messenger model,’’ under which an

agent conveys payors’ contract offers to

individual physicians, who each make

an independent decision whether to

accept or reject each contract. In

practice, however, AHN’s Executive

Director and Contracting Committee

bargained with payors over payment

and other terms, and refused to transmit

contract offers to AHN members unless

the payors agreed to AHN’s terms.

AHN functioned de facto as the

exclusive representative of its members.

Through statements in its newsletters,

documents, and other media, AHN

repeatedly advised members to deal

with payors only through AHN in order

to obtain better prices and other terms.

Some payors who were seeking to enter

the Fairbanks area attempted

unsuccessfully to contract with

individual physicians instead of dealing

with AHN: physicians told the payors

that AHN handled contracting for them

and for other Fairbanks physicians.

Payors believes that they could not go

around AHN to contract individually

with physicians in Fairbanks, and thus

that they had no alternative but to reach

agreement with AHN or give up their

planned entry into Fairbanks. In several

instances, payors approached individual

physicians in mass mailings, requests

for proposals, or phone calls, and

received no responses. This was

complete unprecedented and

contradicted by payors’ favorable

responses to RFPs in other markets,

including Anchorage, Alaska, and

demonstrated the unwillingness of AHN

and its members to deal with an entire

category of payors.

AHN reached agreement with one

payor—NYLCare—in 1998, and

transmitted a contract to individual

AHN members for their approval.

AHN’s Executive Director told the

members that the Contracting

Committee had revised the NYLCare

contract proposal in a way that was

responsive to the common economic

interest of all AHN members. AHN

engaged six other third-party payors in

protracted negotiations over price and

non-price terms that often extended for

more than a year with no resolution.

AHN demanded that the payors use

AHN’s fee schedule and its model

contract that required payors to delegate

credentialing, quality assurance, and

utilization review to AHN physicians.

However, AHN had not implemented

any utilization review, quality

assurance, or credentialing systems, and

it lacked the capacity to implement

some or all of those services. AHN did

not refer contract offers from any of

these payors to its members. As a result

of AHN’s conduct, a wide range of thirdparty payors of physician services,

including PPOs, HMOs, and employer

health care purchasing cooperatives,

were unable to secure physician

contracts and thus were unable to do

business in the Fairbanks area.

AHN did not engage in any activity

that might justify collective agreements

on the prices its members would accept

for their services. Its actions have

restrained price and other competition

among physicians in the Fairbanks area

and thereby harmed consumers

(including third-party payors,

subscribers, and their employers) by

increasing the prices for physician

services, delaying the development of

alternative health care financing and

delivery systems, and limiting

competition among health plans.

The Proposed Consent Order

The proposed order is designed to

prevent recurrence of the illegal

concerted actions alleged in the

complaint, while allowing AHN and its

members to engage in legitimate joint

conduct. The core prohibitions of the

proposed order are contained in

Paragraph II. Paragraph II.A prohibits

AHN from entering into or facilitating

any agreement: (1) To negotiate on

behalf of any physicians with any payor

or provider; (2) to deal or refuse to deal

with any payor or provider; (3)

regarding any term on which any

physicians deal, or are willing to deal,

with any payor or provider; or (4) to

restrict the ability of any physician to

deal with any payor or provider on an

individual basis or through any other

arrangement.

Paragraph II.B prohibits AHN from

exchanging or facilitating the exchange

of information among Fairbanks area

physicians concerning: (1) Negotiation

Federal Register / Vol. 65, No. 194 / Thursday, October 5, 2000 / Notices 59427

with any payor or provider regarding

reimbursement terms; or (2) any

physician’s intentions or decisions with

respect to any dealings with any payor

or provider. Paragraph II.C prohibits

AHN from encouraging, advising, or

pressuring any person, other than the

government, to engage in any action that

would be prohibited if the person were

subject to the order.

Paragraph II contains two provisos.

The first proviso permits respondent to

engage in conduct that is approved and

supervised by the State of Alaska, so

long as that conduct is exempt from

liability under the federal antitrust laws

under the state action doctrine. That

doctrine protects private conduct that is

both: (1) In accordance with a clearly

articulated and affirmatively expressed

state policy to supplant competition;

and (2) actively supervised by the state

itself. See, e.g., FTC v. Ticor Title

Insurance Co., 504 U.S. 621 (1992);

California Retail Liquor Dealers Ass’n v.

Midcal Aluminum, Inc., 445 U.S. 97,

105 (1980).

The second proviso in Paragraph II

allows AHN to engage in conduct

(including collectively determining

reimbursement and other terms of

contracts) that is reasonably necessary

to operate any ‘‘qualified risk-sharing

joint arrangement’’ or ‘‘qualified

clinically-integrated joint arrangement,’’

provided respondent complies with the

prior notification requirements set forth

in Paragraph VI of the order. The prior

notification mechanism will allow the

Commission to evaluate a specific

proposed arrangement and assess its

likely competitive impact.

As defined in the order, a ‘‘qualified

risk-sharing joint arrangement’’ must

satisfy three conditions. First, all

physician participants must share

substantial financial risk through the

arrangement. The definition of financial

risk-sharing tracks the discussion of that

term contained in the 1996 FTC/DOJ

Statements of Antitrust Enforcement

Policy in Health Care. Second, any

agreement on prices or terms of

reimbursement must be reasonably

necessary to obtain significant

efficiencies through the joint

arrangement. Third, the arrangement

must be non-exclusive—that is, it must

not restrict the ability, or facilitate the

refusal, of participating physicians to

deal with payors individually or

through any other network or venture.

A ‘‘qualified clinically-integrated joint

arrangement’’ is one in which the

physicians undertake cooperative

activities to achieve efficiencies in the

delivery of clinical services, without

necessarily sharing substantial financial

risk. This definition also reflects the

analysis contained in the 1996 FTC/DOJ

Statements of Antitrust Enforcement

Policy in Health Care. Participating

physicians must establish a high degree

of interdependence and cooperation

through their use of programs to

evaluate and modify their clinical

practice patterns, in order to control

costs and assure the quality of physician

services provided. In addition, the

arrangement must be non-exclusive, and

any agreement on prices or terms of

reimbursement must be reasonably

necessary to obtaining significant

efficiencies through the arrangement.

The proposed order also imposes a

structural remedy for a period of five

years. Although the Commission has not

routinely imposed structural relief on

physician groups in previous cases,

such relief is not unprecedented. See

e.g., Home Oxygen and Medical

Equipment Co., 118 F.T.C. 661 (1994)

(pulmonologists prohibited for ten years

from acquiring ownership interest in

any entity that provides home oxygen

delivery services if more than 25

percent of the pulmonologists in the

area would be affiliated with the entity),

and Physicians Group, Inc., 120 F.T.C.

567 (1995) (physician organization

ordered to dissolve). The Commission

will continue to consider the option of

structural remedies in these cases when

necessary to achieve effective relief.

Paragraph III.A requires that if AHN

operates a qualified risk-sharing or

clinically-integrated joint arrangement,

its participating physicians must

constitute no more than 30 percent of

Fairbanks physicians in any of the key

medical specialties of family practice

and general internal medicine,

obstetrics and/or gynecology, pediatrics,

general surgery, and orthopedic surgery.

Paragraph III.B of the proposed order

further requires that, when offering the

services of its physicians through any

other arrangement, AHN’s participating

physicians constitute no more than 50

percent of Fairbanks physicians in any

of those specialties. Paragraph III.B

permits participation by a greater

percentage of physicians because it is

intended to apply to arrangements in

which there is no agreement among

AHN participating physicians on price

or other competitively significant terms,

including messenger model

arrangements.

Paragraph III contains two provisos.

The first proviso permits AHN to

include as a participating physician any

single physician or any one pre-existing

physician practice group, without

regard to the percentage limitations. The

single physician exception allows AHN

to exceed the percentage limitations in

instances where there may be only a few

physicians in a designated medical

speciality; and the one pre-existing

practice group exception allows AHN to

exceed the percentage limitations where

the alternative would be to require an

integrated practice group to downsize.

The second proviso permits AHN to

exceed the percentage limitations to the

extent that the excess arises from certain

changes in the marketplace. As a result

of these provisos, once AHN is

operating in conformity with percentage

limitations contained in the order, it

will not be required to reduce its

physician membership because of (1)

the addition of a physician (who was

not already in practice in Fairbanks) to

a member practice group, or (2) a

reduction in the total number of

physicians in a particular specialty (and

thus in the denominator used in

calculating the percentage of physicians

in a specialty who can be AHN

members) as a result of physician exit

from the market.

The structural relief in this case is

necessary to prevent continuing tacit

collusion among AHN members.

Fairbanks is an isolated community

with a relatively small number of

physicians, a high proportion of whom

are AHN members. According to the

allegations of the complaint, these

doctors have demonstrated an

unwillingness to participate in health

plans independently of AHN. In these

circumstances, there is a significant risk

of continuing tacit collusion among

AHN members that cannot adequately

be addressed by an order limited to

prohibiting certain specified conduct

(i.e., AHN members might be able to

coordinate their refusals to deal with

payors without engaging in overt acts of

collusion). Moreover, since AHN

purported to operate as a messenger

model, but in fact actively negotiated

price and nonprice terms on behalf of its

physician members, an order limited to

conduct remedies would have required

detailed provisions governing AHN’s

future operation as a messenger. The

structural relief, by contrast, will permit

AHN, subject to the five-year size limits,

to carry on its activities as it finds most

effective without detailed oversight by

the Commission, so long as the core

prohibitions of Paragraph II are

respected.

The structural relief contained in the

order responds to the particular facts of

this case, and is intended to interrupt

the chain of effects flowing from the

conduct alleged in the complaint and to

permit time for new market structures

and relationships to develop among

Fairbanks physicians and between the

physicians and health plans. The

presence of this provision in the

59428 Federal Register / Vol. 65, No. 194 / Thursday, October 5, 2000 / Notices

proposed order does not suggest that

other physician networks whose

membership exceeds the percentage

limitations are likely to have

anticompetitive effects. The provision is

limited to five years in order to give

AHN the greatest possible freedom to

respond to changing market conditions

thereafter, once the effects of the

challenged conduct have dissipated.

The remaining provisions of the

proposed order impose obligations on

AHN with respect to distributing the

order and complaint to its members and

other specified persons and reporting

information to the Commission. The

order terminates twenty years after the

date it issues.

By direction of the Commission.

Donald S. Clark,

Secretary.

Separate Statement of Commissioners

Orson Swindle and Thomas B. Leary in

Alaska Healthcare Network, Inc., File No.

991 0103

Although we have voted to accept the

consent agreement in this matter

because we believe the conduct remedy

is justified, we also believe that one

component of the relief prescribed by

the proposed order—namely, the

inclusion of a form of ‘‘structural’’

remedy to help cure the effects of

respondent AHN’s allegedly unlawful

conduct—is inappropriate in this

particular case.

If AHN elects to function as a

negotiator or merely as a ‘‘messenger,’’

then Paragraph III of the proposed order

will for five years impose, respectively,

either a 30 percent or a 50 percent ‘‘cap’’

on the number of Fairbanks physicians

in each of five ‘‘relevant physician

markets’’ who may participate in AHN.

Although we believe that limits on a

physician group’s ‘‘market shares’’ in

particular specialties can be appropriate

fencing-in relief for the type of conduct

involved in this case, we are not

persuaded that this provision will

operate in a rational and predictable

way in a market as small as Fairbanks.

This concern is exacerbated by the first

proviso to Paragraph III, which allows

respondent to ‘‘grandfather’’ in ‘‘any one

pre-existing practice group’’—no matter

how large—and thus to perpetuate a

structure inconsistent with the goals of

that paragraph.

The imposition of such structural

relief in a setting like Fairbanks results

in anomalies that would not arise in a

larger urban area. For example, one of

the five ‘‘relevant physician markets’’

affected by the order (pediatrics) has

only seven practitioners, and five are in

a grandfathered group; another

‘‘market’’ (ob/gyn) has only ten

practitioners, six of whom are in a

grandfathered group. We can certainly

understand the desire to refrain from

forcing the breakup of a presumably

efficient practice group, but this proviso

makes the percentage caps ineffective

for those specialties. On the other hand,

the order itself potentially inhibits the

formation of similarly efficient practice

groups in the specialties where the caps

are effective.

Some form of structural relief might

well be warranted in future cases in

which the efficacy of a purely

‘‘conduct’’ (i.e., ‘‘cease-and-desist’’)

order is in doubt. A formerly collusive

group’s compliance with the dictates of

a conduct order (through the cessation

of overtly conspiratorial behavior) does

not necessarily spell the end of tacit

coordination in the future. In a market

with different characteristics from those

involved in this case, some type of

percentage cap on network membership

could go a long way to bolster

competition through the creation of one

or more competing networks. In this

market, however, we question whether

the remedy makes sense.

We hope that the public comment

period on this consent agreement will

yield some illuminating advice from the

bar, the medical community, and the

public at large, both with respect to the

general appropriations of structural

measures in ‘‘conduct’’ cases and with

regard to whether such measures make

sense in a thinly populated market such

as Fairbanks.

[FR Doc. 00–25572 Filed 10–4–00; 8:45 am]

BILLING CODE 6750–01–M

FEDERAL TRADE COMMISSION

[File No. 001–0092]

The Boeing Company; Analysis to Aid

Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

SUMMARY: The consent agreement in this

matter settles alleged violations of

federal law prohibiting unfair or

deceptive acts or practices or unfair

methods of competition. The attached

Analysis to Aid Public Comment

describes both the allegations in the

draft complaint that accompanies the

consent agreement and the terms of the

consent order—embodied in the consent

agreement—that would settle these

allegations.

DATES: Comments must be received on

or before October 27, 2000.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 600 Pennsylvania Avenue,

NW., Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT:

Norman A. Armstrong, Jr., FTC/S–2311,

600 Pennsylvania Avenue, NW.,

Washington, DC 20580, (202) 326–2072.

SUPPLEMENTARY INFORMATION: Pursuant

to Section 6(f) of the Federal Trade

Commission Act, 38 Stat. 721, 15 U.S.C.

46, and Section 2.34 of the

Commission’s Rules of Practice (16 CFR

2.34), notice is hereby given that the

above-captioned consent agreement

containing a consent order to cease and

desist, having been filed with and

accepted, subject to final approval, by

the Commission, has been placed on the

public record for a period of thirty (30)

days. The following Analysis to Aid

Public Comment describes the terms of

the consent agreement, and the

allegations in the complaint. An

electronic copy of the full text of the

consent agreement package can be

obtained from the FTC Home Page (for

September 27, 2000), on the World

Wide Web, at ‘‘http://www.ftc.gov/os/

2000/09/index.htm.’’ A paper copy can

be obtained from the FTC Public

Reference Room, Room H–130, 600

Pennsylvania Avenue, NW.,

Washington, DC 20580, either in person

or by calling (202) 326–3627.

Public comment is invited. Comments

should be directed to: FTC/Office of the

Secretary, Room 159, 600 Pennsylvania

Avenue, NW., Washington, DC 20580.

Two paper copies of each comment

should be filed, and should be

accompanied, if possible, by a 31⁄2 inch

diskette containing an electronic copy of

the comment. Such comments or views

will be considered by the Commission

and will be available for inspection and

copying at its principal office in

accordance with Section 4.9(b)(6)(ii) of

the Commission’s Rules of Practice (16

CFR 4.9(b)(6)(ii)).

Analysis of Proposed Consent Order to

Aid Public Comment

The Federal Trade Commission

(‘‘Commission’’) has accepted, subject to

final approval, an Agreement

Containing Consent Order (‘‘Consent

Agreement’’) from The Boeing Company

(‘‘Boeing’’) designed to remedy the

anticompetitive effects resulting from

Boeing’s acquisition of certain assets of

General Motors Corporation. The

proposed Consent Agreement prohibits

Boeing from providing systems

engineering and technical assistance

(‘‘SETA’’) services to the United States

Department of Defense (‘‘DoD’’) for a

certain classified program. The