`[Federal Register Volume 90, Number 19 (Thursday, January 30, 2025)]
[Notices]
[Pages 8560-8607]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-01886]



[[Page 8559]]

Vol. 90

Thursday,

No. 19

January 30, 2025

Part II





 Department of Justice





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Antitrust Division





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United States of America et al. v. RealPage, Inc. et al.; Proposed 
Final Judgment and Competitive Impact Statement; Notice

  Federal Register / Vol. 90, No. 19 / Thursday, January 30, 2025 / 
Notices  

[[Page 8560]]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States of America et al. v. RealPage, Inc. et al.; 
Proposed Final Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, 
Stipulation, and Competitive Impact Statement have been filed with the 
United States District Court for the Middle District of North Carolina 
in United States of America et al. v. RealPage, Inc. et al., Civil 
Action No. 1:24-cv-00710. On January 7, 2025, the United States filed a 
Complaint alleging that Cortland Management, LLC's (``Cortland'') 
agreements with RealPage and other landlords to share information and 
align pricing violate Section 1 of the Sherman Act, 15 U.S.C. 1. The 
proposed Final Judgment, filed at the same time as the Complaint, 
requires Cortland to end its use of RealPage or other third-party 
revenue management software or, in the alternative, requires use third-
party revenue management software with the appointment of a compliance 
monitor, prohibits the use of certain competitively sensitive data in 
Cortland's own revenue management software, and prohibits Cortland from 
sharing competitively sensitive information with other landlords. 
Cortland must also establish an antitrust compliance policy and 
cooperate with the United States in this litigation.
    Copies of the Complaint, proposed Final Judgment, 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 Middle District 
of North Carolina. 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 submitted in English to Aaron 
Hoag, Chief, Technology and Digital Platforms Section, Antitrust 
Division, Department of Justice, 450 Fifth Street NW, Suite 7100, 
Washington, DC 20530 (email: [email protected]).

Suzanne Morris,
Deputy Director Civil Enforcement Operations, Antitrust Division.

In the United States District Court for the Middle District of North 
Carolina

    United States of America, U.S. Department of Justice, Antitrust 
Division, 950 Pennsylvania Avenue NW, Washington, DC 20530, State of 
North Carolina, 114 W Edenton Street, Raleigh, NC 27603, State of 
California, 300 South Spring Street, Suite 1702, Los Angeles, CA 
90013, State of Colorado, 1300 Broadway, 7th Floor, Denver, CO 
80203, State of Connecticut, 165 Capitol Avenue, Hartford, CT 06106, 
State of Illinois, 115 S LaSalle St., Floor 23, Chicago, IL 60603, 
Commonwealth of Massachusetts, One Ashburton Place, 18th Floor, 
Boston, MA 02108, State of Minnesota, 445 Minnesota Street, St. 
Paul, MN 55101, State of Oregon, 100 SW Market St., Portland, OR 
97201, State of Tennessee, P.O. Box 20207, Nashville, TN 37202, and 
State of Washington, 800 Fifth Avenue, Suite 2000, Seattle, WA 
98104-3188, Plaintiffs, v. RealPage, Inc., 2201 Lakeside Blvd., 
Richardson, TX 75082, Camden Property Trust, 11 Greenway Plaza, Ste. 
2400, Houston, TX 77046, Cortland Management, LLC, 3424 Peachtree 
Rd., Ste. 300, Atlanta, GA 30326, Cushman & Wakefield, Inc., 225 W 
Wacker Dr., Ste. 3000, Chicago, IL 60606, Greystar Real Estate 
Partners, LLC, 465 Meeting St., Ste. 500, Charleston, SC 29403, 
LivCor, LLC, 233 South Wacker Dr., Ste. 4700, Chicago, IL 60606, 
Pinnacle Property Management Services, LLC, 2401 Internet Blvd., 
Ste. 110, Frisco, TX 75034, and Willow Bridge Property Company, LLC, 
2000 McKinney Ave., Ste. 1100, Dallas, TX 75201, Defendants.

AMENDED COMPLAINT
Case No. 1:24-cv-00710-LCB-JLW
JURY TRIAL DEMANDED

Table of Contents

 
 
 
I. Introduction.............................................           1
II. RealPage's Revenue Management Software Is Fueled by                6
 Nonpublic, Competitively Sensitive Information Shared by
 Landlords..................................................
    A. Landlords Agree To Share Nonpublic, Competitively               8
     Sensitive Transactional Data With RealPage for Use in
     Generating Competitors' Pricing Recommendations........
    B. AIRM and YieldStar Users Agree With RealPage To Use            12
     the Software To Align Pricing..........................
    C. RealPage's Transactional Data Is Fundamentally                 14
     Different From Other Data Available to Landlords.......
    D. RealPage Revenue Management Software Uses Nonpublic,           16
     Competitively Sensitive Data To Recommend Prices.......
        1. AIRM and YieldStar Leverage Competitively                  17
         Sensitive Data To Generate Price Recommendations...
            (a) AIRM Model Training Relies on Competitively           17
             Sensitive Data To Generate Learned Parameters..
            (b) AIRM and YieldStar Incorporate Competitors'           17
             Nonpublic Data To Generate Floor Plan Price
             Recommendations................................
            (c) AIRM and YieldStar Use Competitors'                   21
             Nonpublic Data--Including Data on Future
             Occupancy--To Determine Unit-Level Prices......
        2. LRO Relies Primarily on Landlords To Input Data            23
         on Competitors.....................................
    E. RealPage Uses Multiple Mechanisms To Increase                  24
     Compliance With Price Recommendations..................
        1. AIRM and YieldStar Make It Easy To Accept                  24
         Recommendations and More Difficult and Time-
         Consuming To Decline...............................
        2. RealPage Pushes Clients To Adopt Auto-Accept               26
         Settings That Automatically Approve Recommendations
        3. RealPage Pricing Advisors Provide a ``Check and            27
         Balance'' on Property Managers To Increase
         Acceptance of Recommendations......................
        4. Pricing Recommendations Heavily Influence                  29
         Landlords' Behavior................................
III. Coordination Among Competing Landlords Is a Feature of           30
 This Industry..............................................
    A. Rental Housing Is a Necessity for Millions of                  30
     Americans..............................................
    B. The Multifamily Property Industry Is Rife With                 31
     Cooperation Among Ostensible Competitors...............
        1. At the Local Level, the Multifamily Property               31
         Industry Comprises a Small Number of Large
         Landlords Managing Buildings With Different Owners.
        2. Landlords Regularly Discuss Competitively                  32
         Sensitive Topics With Their Competitors and Swap
         Information........................................
        3. At RealPage User Group Meetings, Landlords                 40
         Discuss Competitively Sensitive Topics.............
    C. RealPage Uses Nonpublic Information To Allow                   45
     Landlords To More Easily Compare Units on an Apples-to-
     Apples Basis...........................................
IV. RealPage Harms the Competitive Process and Renters by             46
 Entering Into Unlawful Agreements With Landlords To Share
 and Exploit Competitively Sensitive Data...................
    A. AIRM and YieldStar Have the Purpose and Effect of              47
     Distorting the Competitive Pricing of Apartments.......

[[Page 8561]]

 
    B. AIRM and YieldStar Impose Multiple Guardrails                  54
     Intended To Artificially Keep Prices High or Minimize
     Price Decreases........................................
    C. AIRM and YieldStar Harm the Competitive Process by             58
     Discouraging the Use of Discounts and Price
     Negotiations...........................................
    D. AIRM and YieldStar Increase and Maintain Landlords'            59
     Pricing Power by Using Competitors' Data To Manage
     Lease Expirations......................................
    E. No Procompetitive Benefit Justifies, Much Less                 61
     Outweighs, RealPage's Use of Competitively Sensitive
     Data To Align Competing Landlords......................
V. RealPage Uses Landlords' Competitively Sensitive Data To           61
 Maintain Its Monopoly and Exclude Commercial Revenue
 Management Software Competitors............................
    A. Landlords Are Drawn to RealPage Because of Access to           62
     Nonpublic Transactional Data That Is Used To Increase
     Landlords' Revenue.....................................
    B. RealPage's Collection and Use of Competitively                 65
     Sensitive Data Excludes Competition in Commercial
     Revenue Management Software............................
VI. Relevant Markets........................................          70
    A. Conventional Multifamily Rental Housing Markets......          70
        1. Product Markets..................................          70
            (a) Conventional Multifamily Rentals Are                  70
             Distinct From Other Types of Multifamily
             Housing........................................
            (b) Single-Family Housing Is Not a Reasonable             72
             Substitute to Multifamily Rentals..............
            (c) Conventional Multifamily Rental Units With            74
             Different Bedroom Counts Are Relevant Product
             Markets........................................
        2. Geographic Markets...............................          77
            (a) RealPage-Defined Submarkets Identify                  79
             Relevant Geographic Markets....................
            (b) Core-Based Statistical Areas (CBSAs) Are              81
             Relevant Geographic Markets....................
    B. Commercial Revenue Management Software Market........          85
        1. Product Market...................................          85
        2. Geographic Market................................          88
VII. Jurisdiction, Venue, and Commerce......................          88
VIII. Violations Alleged....................................          95
IX. Request for Relief......................................         114
X. Demand for a Jury Trial..................................         115
Appendix A: Submarkets......................................         127
Appendix B: Submarkets by Bedroom Count.....................         135
 

I. Introduction

    1. Renters are entitled to the benefits of vigorous competition 
among landlords. In prosperous times, that competition should limit 
rent hikes; in harder times, competition should bring down rent, making 
housing more affordable. RealPage has built a business out of 
frustrating the natural forces of competition. In its own words, ``a 
rising tide raises all ships.'' This is more than a marketing mantra. 
RealPage sells software to landlords that collects nonpublic 
information from competing landlords and uses that combined information 
to make pricing recommendations. In its own words, RealPage ``helps 
curb [landlords'] instincts to respond to down-market conditions by 
either dramatically lowering price or by holding price when they are 
losing velocity and/or occupancy. . . . Our tool [ ] ensures that 
[landlords] are driving every possible opportunity to increase price 
even in the most downward trending or unexpected conditions'' (emphases 
added).
    2. In fact, as RealPage's Vice President of Revenue Management 
Advisory Services described, ``there is greater good in everybody 
succeeding versus essentially trying to compete against one another in 
a way that actually keeps the entire industry down'' (emphasis added). 
As he put it, if enough landlords used RealPage's software, they would 
``likely move in unison versus against each other'' (emphasis added). 
To RealPage, the ``greater good'' is served by ensuring that otherwise 
competing landlords rob Americans of the fruits of competition--lower 
rental prices, better leasing terms, more concessions. At the same 
time, the landlords enjoy the benefits of coordinated pricing among 
competitors.
    3. RealPage replaces competition with coordination. It substitutes 
unity for rivalry. It subverts competition and the competitive process. 
It does so openly and directly--and American renters are left paying 
the price.
* * * * *
    4. Americans spend more money on housing than any other expense. On 
average, American households allocate more than one-third of their 
monthly income to housing. Some purchase a home, while others choose 
to, or must, rent. A family's selection of an apartment reflects a 
complex set of values and criteria including comfort, safety, access to 
schools, convenience, and critically, affordability. To ensure they 
secure the greatest value for their needs, renters rely on robust and 
fierce competition between landlords.
    5. RealPage distorts that competition. Across America, RealPage 
sells landlords commercial revenue management software. RealPage 
develops, markets, and sells this software to enable landlords to 
sidestep vigorous competition to win renters' business. Many of the 
largest landlords in the United States, including Greystar, Camden, 
Cortland, Cushman & Wakefield and Pinnacle, LivCor, and Willow Bridge 
(collectively, Defendant Landlords), which would otherwise be competing 
with each other, submit or have submitted on a daily basis their 
competitively sensitive information to RealPage.\1\ This nonpublic, 
material, and granular rental data includes, among other information, a 
landlord's rental prices from executed leases, lease terms, and future 
occupancy. RealPage collects a broad swath of such data from competing 
landlords, combines it, and feeds it to an algorithm.
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    \1\ As used in this Complaint, the term ``landlord'' refers to a 
variety of entities that are responsible for setting rents and other 
lease terms at multifamily properties, including owners, operators, 
and managers.
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    6. Based on this process and algorithm, RealPage provides daily, 
near real-time pricing ``recommendations'' back to competing landlords. 
These recommendations are based on the sensitive information of their 
rivals. But these are more than just ``recommendations.'' Because, in 
its own words, a ``rising tide raises all ships,'' RealPage monitors 
compliance by landlords to its recommendations. RealPage also reviews 
and weighs in on landlords' other policies, including trying to--and 
often succeeding in--ending renter-friendly concessions (like a free 
month's rent or waived fees) to attract or retain renters. A 
significant number of landlords then effectively agree to outsource 
their pricing function to RealPage with auto acceptance or

[[Page 8562]]

other settings such that RealPage as a middleman, and not the free 
market, determines the price that a renter will pay. Competing 
landlords choose to share their information with RealPage to 
``eliminate the guessing game'' about what their competitors are doing 
and ultimately take instructions from RealPage on how to make business 
decisions to ``optimize''--or in reality, maximize--rents.
    7. Each landlord pays steep fees to license RealPage's software. 
RealPage's stated goals and value proposition are not a secret. Its 
executives are blunt: They want landlords to ``avoid the race to the 
bottom in down markets.'' Sometimes RealPage is even more direct, 
acknowledging that its software is aimed at ``driving every possible 
opportunity to increase price'' or observing that among landlords, 
``there is a greater good in everybody succeeding versus essentially 
trying to compete against one another in a way that actually keeps the 
entire industry down.''
    8. But that is not how the free market works. A free market 
requires that landlords compete on the merits, not coordinate pricing. 
Landlords should win renters by offering whatever combination of price 
and quality they think is most attractive. For example, landlords could 
lower rents or provide other financial concessions, like free months of 
rent, or with investments in amenities like gyms, grilling areas, or 
pools. Put differently, the fear of losing a renter to a competitor 
should motivate rival landlords to compete vigorously.
    9. RealPage's revenue management software ingests on a daily basis 
nonpublic rental rates, future apartment availability, and changes in 
competitors' rates and occupancy. As competitor-landlords increase 
their rents, RealPage's software nudges other competing landlords to 
increase their rents as well. RealPage calls this ``maximiz[ing] 
opportunity[.]'' As RealPage explained to one landlord, by using 
competitors' data, they can identify situations where ``we may have a 
$50 increase instead of a $10 increase for that day.'' This is what 
RealPage encourages as ``stretch and pull pricing.''
    10. RealPage allows landlords to manipulate, distort, and subvert 
market forces. One landlord observed that RealPage's software ``can 
eliminate the guessing game'' for landlords' pricing decisions. 
Discussing a different RealPage product, another landlord said: ``I 
always liked this product because your algorithm uses proprietary data 
from other subscribers to suggest rents and term. That's classic price 
fixing . . . .'' A third landlord explained, ``Our very first goal we 
came out with immediately out of the gate is that we will not be the 
reason any particular sub-market takes a rate dive. So for us our 
strategy was to hold steady and to keep an eye on the communities 
around us and our competitors.''
    11. RealPage's scheme not only distorts competition to the 
detriment of renters, but also allows it to reinforce its dominant 
position in the market for commercial revenue management software. By 
its own account, RealPage controls at least 80 percent of that market. 
Its dominant position is protected by substantial data advantages due 
to its massive reservoir of ill-gotten competitively sensitive 
information from competing landlords. No other revenue management 
company can match RealPage's access to landlords' nonpublic, 
competitively sensitive rental data. This is why RealPage acknowledges 
that it ``does not have any true competitors, mainly because our data 
is based on real lease transaction data.'' RealPage's conduct is 
predatory and exclusionary, which has allowed it to distort the market 
opportunities for honest providers of revenue management software.
    12. At bottom, RealPage is an algorithmic intermediary that 
collects, combines, and exploits landlords' competitively sensitive 
information. And in so doing, it enriches itself and compliant 
landlords, including Defendant Landlords, at the expense of renters who 
pay inflated prices and honest businesses that would otherwise compete.
    13. The United States, and the States of North Carolina, 
California, Colorado, Connecticut, Illinois, Minnesota, Oregon, 
Tennessee, and Washington, and the Commonwealth of Massachusetts, 
acting by and through their respective Attorneys General, bring this 
action pursuant to Sections 1 and 2 of the Sherman Act to rid markets 
of (i) RealPage's and Defendant Landlords' unlawful information-sharing 
and pricing alignment schemes, and (ii) RealPage's illegal monopoly in 
commercial revenue management software. In so doing, Plaintiffs seek to 
restore the free market to deserving individuals, families, and honest 
businesses.

II. RealPage's Revenue Management Software Is Fueled by Nonpublic, 
Competitively Sensitive Information Shared by Landlords

    14. RealPage dominates the market for commercial revenue management 
software that landlords use to price apartments, controlling at least 
80 percent of that market, according to its own estimates. RealPage 
currently offers three revenue management systems to landlords: 
YieldStar, AI Revenue Management (AIRM), and Lease Rent Options (LRO). 
The company's main legacy software, YieldStar, is the product of three 
acquisitions and subsequent internal development. Its successor, AIRM, 
uses much of the same codebase as YieldStar, but RealPage claims that 
AIRM's refined models and forecasting are more precise. RealPage 
acquired its other revenue management software, LRO, in 2017. RealPage 
has made plans to sunset both YieldStar and LRO by the end of 2024.
    15. Competitively sensitive data collected from competing landlords 
is a critical input to RealPage's revenue management software. AIRM and 
YieldStar collect this data, such as rental applications, executed new 
leases, renewal offers and acceptances, and forward-looking occupancy, 
and use it to generate price recommendations for the competing 
landlords. This information is among the most competitively sensitive 
data a landlord maintains.
    16. The exploitation of sensitive data from competing landlords is 
central to RealPage's approach. As part of pitching its software to 
landlords, RealPage highlights that its pricing algorithms use their 
competitors' data sourced directly from ``lease transaction data.'' 
RealPage describes this nonpublic data from competitors as one of three 
``building blocks of price'' in AIRM and YieldStar. Landlords thus 
share their competitively sensitive information with RealPage with the 
understanding that RealPage's software will use the data to generate 
recommendations for rivals (and vice versa).

A. Landlords Agree To Share Nonpublic, Competitively Sensitive 
Transactional Data With RealPage for Use in Generating Competitors' 
Pricing Recommendations

    17. RealPage amasses nonpublic, competitively sensitive data from 
competing landlords through use of its pricing algorithms, other rental 
property software, and thousands of monthly phone calls. The combined 
troves of nonpublic, competitively sensitive data are much more 
granular, sensitive, timely, and comprehensive than alternatives--and 
far more detailed than any data publicly available to potential 
renters. RealPage then uses this data in generating competitors' 
pricing recommendations.
    18. Data shared through YieldStar and AIRM. Each AIRM and YieldStar 
client agrees to share detailed data with

[[Page 8563]]

RealPage that are private, updated nightly, and granular. The data 
includes lease-level information on each unit's effective rent (rent 
net of discounts), rent discounts, rent term, and lease status, as well 
as unit characteristics such as layout and amenities. It also includes 
the number of potential future renters who have visited a property or 
submitted a rental application.
    19. Landlords understand that AIRM and YieldStar use their data to 
recommend prices not just for their own units, but also for 
competitors. For example, a revenue management director at Greystar 
testified that she understood that Greystar, and other competing 
landlords who used AIRM or YieldStar, agreed with RealPage to share 
their data, which was combined in a single data pool for use by 
YieldStar and AIRM. An executive at Willow Bridge noted the advantages 
to using YieldStar at a property if others in the property's 
submarket--the small geographic area around the property--also used 
YieldStar because ``the shared data between the models at different 
communities can be a benefit in getting accurate transactional data on 
a timely basis.''
    20. Landlords agree to provide this information for use by their 
competitors because they understand they will be able to leverage the 
sensitive information of their rivals in turn. In its pitch to 
prospective clients, RealPage describes AIRM's and YieldStar's access 
to competitors' granular, transactional data as a meaningful tool that 
it claims enables landlords to outperform their properties' competitors 
by 2-7%. RealPage clients receive training that highlights the role of 
competitors' transactional data in the price recommendation process.
    21. Data Shared Through Other RealPage Products. AIRM and YieldStar 
are not the only ways that RealPage shares nonpublic, competitively 
sensitive information among landlords. RealPage obtains the same 
confidential transactional data from landlords that license at least 
three other programs: OneSite, Performance Analytics with Benchmarking, 
and Business Intelligence.
    22. OneSite is RealPage's property management software, which 
operates as the central source of data for landlords' leasing activity. 
Performance Analytics with Benchmarking allows landlords to compare the 
performance of their properties and floor plans (e.g., a one-bedroom, 
one-bathroom unit) to their competitors. Business Intelligence is a 
data analytics tool that pulls data from a landlord's property 
management software and other products.
    23. Each landlord using RealPage's OneSite, Business Intelligence, 
and Performance Analytics with Benchmarking products agrees to share 
its proprietary data with RealPage and agrees that RealPage's revenue 
management software can use the data to generate pricing 
recommendations. The license agreements for these products specifically 
identify the shared data, such as pricing information, as confidential, 
nonpublic information. RealPage takes this deeply confidential 
information and uses it to provide rent recommendations to competitors 
of these clients.
    24. These agreements grant RealPage access to confidential 
information from over 16 million units across the country, including 
many that do not use its revenue management products. With respect to 
Performance Analytics with Benchmarking alone, a RealPage sales 
representative told a prospective client that ``we have over 16 million 
units of data coming from various source operating systems (PMS) 
[property management software] into the PAB platform,'' making RealPage 
the top choice for ``transactional data benchmarking.'' With properties 
containing approximately 3 million units using AIRM and YieldStar, 
these additional agreements meaningfully multiply the scale of the 
transactional data used by AIRM and YieldStar. This gives RealPage 
greater visibility, including into markets with less penetration by 
AIRM and YieldStar, granting even initial AIRM and YieldStar adopters 
in a new market the benefit of access to a significant amount of 
nonpublic, competitively sensitive information.
    25. Landlords understand that AIRM and YieldStar will use data from 
these products. A revenue management director at Greystar explained 
that RealPage ingests transactional data from several RealPage 
products, besides AIRM and YieldStar, for use in revenue management. A 
property owner requested information from Greystar on which competing 
properties used revenue management software. In an internal response, 
the Greystar director noted that RealPage has ``access to more 
transactional history than anyone and [is] pulling data from anyone 
using RealPage products which includes companies who manually price or 
use other revenue management firms but leveraging their BI [Business 
Intelligence] products.''
    26. A revenue management executive at Willow Bridge asked RealPage 
if other specific landlords were using RealPage's non-revenue 
management products. The landlord's owner client was concerned about 
the data available to YieldStar because competing properties were 
unsophisticated and did not use revenue management. This executive 
wanted to confirm that ``YieldStar will be able to leverage actual 
transactional data behind the scenes and not just look at offered rents 
for their comps.'' RealPage reminded the Willow Bridge executive that 
RealPage collected transactional data for all users of OneSite, 
Business Intelligence, and Performance Analytics with Benchmarking, and 
reassured the executive that YieldStar had ample transactional and 
survey data for that area.
    27. Calling Landlords. RealPage has an additional, complementary 
product called Market Analytics. Market Analytics compiles data from 
over 50,000 monthly phone calls that RealPage makes to landlords across 
the country. On these calls RealPage collects nonpublic, competitively 
sensitive information by floor plan on occupancy rates, effective 
rents, and concessions, as well as information on the owner, management 
company, and any revenue management software used at the property. 
These market surveys cover over 11 million units and approximately 
52,000 properties. Landlords, including but not limited to those that 
use AIRM, YieldStar, or other RealPage products, knowingly share this 
nonpublic information with RealPage.

B. AIRM and YieldStar Users Agree With RealPage To Use the Software To 
Align Pricing

    28. In addition to agreeing to share nonpublic, competitively 
sensitive data with RealPage, each AIRM and YieldStar licensee agrees 
with RealPage to use the AIRM or YieldStar pricing software as RealPage 
designed it.\2\ Landlords are expected to review daily AIRM or 
YieldStar floor plan price recommendations and use the programs to set 
scheduled floor plan rents or even unit-level prices.
---------------------------------------------------------------------------

    \2\ Defendants Camden, Cushman & Wakefield and Pinnacle, 
Greystar, LivCor, and Willow Bridge were active beta testers for 
AIRM and provided feedback to RealPage during the AIRM design 
process.
---------------------------------------------------------------------------

    29. While landlords may not accept every price recommendation, they 
use AIRM or YieldStar as their pricing software, regularly review AIRM 
or YieldStar floor plan recommendations, use AIRM or YieldStar to set a 
scheduled floor plan rent, and use AIRM or YieldStar to set unit-level 
prices.
    30. Landlords who use AIRM and YieldStar know that others are using 
the same software. Some landlords track

[[Page 8564]]

which revenue management software their competitors use, including by 
contacting competing properties directly and exchanging nonpublic 
information. Other landlords, including prospective AIRM and YieldStar 
users, ask RealPage whether there are existing AIRM and YieldStar users 
nearby before they themselves license the products.
    31. An executive at Willow Bridge, for example, explained to her 
team how she would learn from RealPage data or from a property's 
website whether a property used revenue management. This information is 
important because properties that use revenue management tend to update 
prices much more frequently, and so a landlord will react differently 
to those price changes if it knows the competitor is using revenue 
management.
    32. RealPage frequently tells prospective and current clients that 
a ``rising tide raises all ships.'' A RealPage revenue management vice 
president explained that this phrase means that ``there is greater good 
in everybody succeeding versus essentially trying to compete against 
one another in a way that actually keeps the industry down.'' This 
rising tide lifts all landlords, including but not limited to AIRM and 
YieldStar users.
    33. In using AIRM and YieldStar, landlords expect this pricing 
alignment and use RealPage software in part for this reason. One 
landlord echoed the RealPage executive, using the phrase ``a rising 
tide rises [sic] all ships'' to explain that AIRM would move prices in 
a ``similar manner'' to how the top and bottom of the market move. 
Elsewhere that same landlord noted that ``if everyone in the market is 
doing well and everyone in the market has [sic] is having the rates go 
up, so should ours, right?'' An employee at Willow Bridge referenced 
RealPage's use of the phrase ``a rising tide raises all ships'' to 
explain how AIRM would provide price recommendations that amplify 
market trends. Multiple landlords have expressed their preference that 
their competitors use YieldStar and AIRM because widespread use would 
benefit them all. An executive of one landlord (which itself uses 
YieldStar and AIRM) said in a 2021 earnings call that more 
sophisticated, ``high-quality competition'' was better for that 
landlord when ``they all use revenue management. They are all smart. 
They raised rents when they should.'' RealPage highlighted in 
promotional materials the sentiments of another landlord who noted, 
``It actually gives me chills to think about what a disadvantage we'd 
be at if we hadn't adopted YieldStar, knowing others are using it.''

C. RealPage's Transactional Data Is Fundamentally Different From Other 
Data Available to Landlords

    34. The data that RealPage uses and supplies is unique relative to 
public data available to landlords on listing or property websites. As 
compared to public data, RealPage data is much more granular, covers a 
broader array of business information, and includes competitively 
sensitive data across several dimensions. For example:
     Information on Actual Transactions. RealPage's data 
include, for each lease, the unit, floor plan, listed rent, final 
transacted lease price (including any discounts), and lease term.
     Renewals. RealPage's data include the same information for 
lease renewals. Information on renewals is not listed publicly--not 
even asking rents--leaving a significant blind spot for landlords not 
using RealPage.
     Time Span. AIRM and YieldStar have access to current and 
historical lease data, from the previous day and going back two to 
three years.
     Future Demand. The shared data further includes 
information on tenant demand, including detailed information on 
inquiries and applications by potential future tenants.
     Accuracy. Landlords have greater assurance of the accuracy 
of the data because it comes directly from the landlords' own 
databases.
     Coverage. The RealPage data covers millions of units from 
users of its revenue management software and other products.
    35. RealPage touts how its data is different. As one RealPage pitch 
deck put it, ``we have [the] most data and the best data.'' And the 
``[q]uality of data is best in class given that it is `lease 
transaction data'--this provides insight into performance data from 
actual signed leases, both new and renewal, net effective of 
concessions.'' Another noted that without YieldStar ``you'll be pricing 
your renewals in the dark without insight into actual lease transaction 
data that YS uses to help you make pricing decisions. This is critical 
to price renewals right[,] especially in a downturn.''
    36. Access to this data proves important in winning over revenue 
management clients, including skeptical ones. One RealPage senior 
manager noted that a ``highly suspicious CFO'' was won over in part by 
YieldStar's ``lease transaction data'' that allowed his company to 
``achieve what his people couldn't achieve on their own.''
    37. One landlord explained the benefits of YieldStar to its owner 
clients by calling the use of competitors' transactional data a ``game 
changer! We have 100% truth on [competitors'] activity powering 
YieldStar recommendations.''
    38. Another landlord's internal training presentation on YieldStar 
highlighted the importance of having access to competitors' 
transactional data:

[[Page 8565]]

[GRAPHIC] [TIFF OMITTED] TN30JA25.000

D. RealPage Revenue Management Software Uses Nonpublic, Competitively 
Sensitive Data To Recommend Prices

    39. AIRM and YieldStar are built upon similar code and leverage 
competitive data in similar ways. LRO, on the other hand, was 
originally developed outside of RealPage and takes a different 
approach.
1. AIRM and YieldStar Leverage Competitively Sensitive Data To Generate 
Price Recommendations
    40. AIRM uses competitors' nonpublic, transactional data in three 
separate stages of the pricing process: (1) model training, (2) floor 
plan price recommendations, and (3) unit-level prices. YieldStar uses 
competitors' nonpublic, transactional data in stages two and three of 
its process.
(a) AIRM Model Training Relies on Competitively Sensitive Data To 
Generate Learned Parameters
    41. In the first stage, RealPage trains its AIRM models using 
nonpublic data from OneSite and other property management software, 
totaling millions of executed lease transactions, new lead 
applications, renewal applications, and guest cards filled out by 
visiting potential tenants. This data is run through a machine learning 
model to generate learned parameters for supply and demand models that 
are then used for all AIRM clients across the country. Like the 
coefficients in a regression model, the learned parameters are applied 
to the data of a landlord's specific property, and to the data of its 
competitors, when AIRM makes pricing recommendations. RealPage 
generally retrains the models three to four times per year using 
updated nonpublic data.
(b) AIRM and YieldStar Incorporate Competitors' Nonpublic Data To 
Generate Floor Plan Price Recommendations
    42. In the second stage AIRM or YieldStar provides a price 
recommendation for every floor plan of a given property. A floor plan 
is a grouping of units that share similar characteristics, such as the 
number of bedrooms and bathrooms and square footage. Landlords define 
the floor plans in their buildings--for example, a large apartment 
building might have separate sets of floor plans for studios, one-
bedroom, and two-bedroom apartments. As discussed below, AIRM and 
YieldStar use competitors' nonpublic, transactional data in nearly 
every step of setting a recommended floor plan price, including 
identifying peer properties, forecasting occupancy and leasing, 
increasing rents to match competitors' changes, and determining the 
magnitude of price changes.
    43. Identifying Peers. First, AIRM and YieldStar use confidential 
transaction data to identify a property's peer properties, which 
include close competitors. In selecting peer properties, RealPage's 
algorithm generally looks for properties with similar floor plans, 
within close geographic proximity, and with similar effective rents 
over time. AIRM or YieldStar clients may review the list of peer 
properties and request that RealPage add or remove specific properties.
    44. AIRM or YieldStar then uses the nonpublic data from 
competitors' executed leases to generate a market range chart for each 
floor plan. This chart identifies a ``smoothed'' market minimum 
effective rent and market maximum effective rent. The market minimum is 
a hard floor. AIRM and YieldStar will not recommend a rent below the 
market minimum. On the other hand, the market maximum is a ``soft 
ceiling,'' and the programs will recommend prices above the ceiling.
    45. The client has access to the market range chart within the AIRM 
and YieldStar interfaces. As shown below, for each floor plan the 
client can see the smoothed market minimum and market maximum and where 
the client's own floor plan sits within the market range.

[[Page 8566]]

[GRAPHIC] [TIFF OMITTED] TN30JA25.001

    46. Forecasting Occupancy and Leasing. Every night, for each 
participating property, AIRM applies the model's learned parameters to 
that property's internal transactional data to forecast the number of 
expected vacancies and expected lease applications for a certain period 
into the future. AIRM may also use competitors' data to adjust the 
projected supply.
    47. AIRM or YieldStar then determines whether actual leasing for a 
floor plan is on track to meet predicted leasing. To do so, it creates 
a forecast of the number of leases over time, using nonpublic lease and 
application data from the subject property, and potentially from so-
called surrogate properties (similar properties in the surrounding 
area).\3\ When there is an imbalance between a property's actual and 
forecasted leasing, it recommends a price change.
---------------------------------------------------------------------------

    \3\ If there is insufficient historical data for a particular 
building, or floor plan within that building, RealPage will use data 
from what it calls a ``surrogate property,'' which is the 
confidential transactional data from another property with 
characteristics similar to the subject property.
---------------------------------------------------------------------------

    48. Changing Rents to Match Competitors. Even when a property's 
supply and demand are balanced, RealPage's software will still 
recommend a price change, based on competitors' nonpublic data, when it 
determines that the market is moving. For example, if the minimum and 
maximum of the competing floor plans' effective rents increase, it will 
recommend a price increase to maintain the floor plan's market position 
(its price position relative to its competitors).
    49. Determining Magnitude of Price Changes. Once AIRM or YieldStar 
has determined that it will recommend a price increase or a price 
decrease, it again uses competitors' transactional data to determine 
how much the price should move and provide a floor plan price 
recommendation. It uses nonpublic transactional data from peer 
properties, in addition to data from the subject property and surrogate 
properties, to generate a market response curve--analogous to a market 
demand curve--for every floor plan. This demand curve provides an 
estimate of how demand for particular apartments would change in 
response to changes in rents, a measure that RealPage calls elasticity. 
In other words, it uses competitors' nonpublic transactional data to 
calculate how many leases the property will likely gain or lose for a 
particular floor plan, for every price point along the curve. Using 
this data, AIRM or YieldStar can determine how much the price can 
increase and still achieve the target number of leases, or by how 
little price can decrease to maintain a target occupancy.
    50. RealPage describes elasticity as a pivotal input into balancing 
supply and demand and, therefore, price.
    51. The use of surrogate properties in this pricing process has the 
potential to push convergence on price even further. As two properties' 
surrogate sets become closer--and therefore their respective demand 
curves become more similar--AIRM and YieldStar will generate 
increasingly similar prices for the two properties. And the use of 
surrogates is common. One of the largest landlords in the country, for 
example, uses surrogates at over 80% of its properties.
    52. This process repeats for every floor plan in the client's 
property, every night. A new floor plan price recommendation is 
generated daily.
(c) AIRM and YieldStar Use Competitors' Nonpublic Data--Including Data 
on Future Occupancy--To Determine Unit-Level Prices
    53. A property manager at the landlord reviews each floor plan 
recommendation daily and enters the floor plan price. AIRM and 
YieldStar then use the floor plan price to generate prices for every 
unit within the floor plan. The unit price is shown in a pricing 
matrix, which provides the price for each combination of start date and 
lease term. To generate the price for an individual unit, the floor 
plan price is adjusted to account for unit-specific

[[Page 8567]]

factors such as amenities (e.g., a desirable view, the floor level, or 
an in-unit washer and dryer), staleness (i.e., how long that specific 
unit has been vacant), and the timing of lease expirations. AIRM and 
YieldStar again use competitors' nonpublic data during this step in at 
least two ways.
    54. First, AIRM and YieldStar use data on competitors' supply of 
multifamily housing to adjust recommendations to limit ``exposure'' 
with a feature called lease expiration management. Exposure refers to 
the number of units that are available for lease. Managing lease 
expirations is an important element of revenue management software. If 
too many leases expire and the corresponding units become available at 
the same time, supply increases and rents for those units will tend to 
drop. This process will also tend to repeat itself as the same units 
will become available at the same time a year later for leases with a 
standard twelve-month term.
    55. The objective of expiration management is to smooth out this 
exposure so that landlords, as explained by one RealPage employee, 
``remain in a position of pricing power.'' For example, if AIRM or 
YieldStar sees that a large number of units will likely be available in 
twelve months, it will increase the price recommendation for a twelve-
month lease relative to price recommendations for leases of other 
terms, such as 11 months or 13 months, in order to nudge potential 
renters to accept those terms. Expiration management can only raise 
prices--AIRM does not lower a unit's price if the lease term would fall 
in an underexposed period.
    56. This calculation does not rely only on the predicted future 
supply for the client's property. For any landlord who uses a ``market 
seasonality'' setting, AIRM and YieldStar also rely on competitors' 
transactional data and the supply for those competitors--including the 
supply of competitors' existing leases that expire in the future. AIRM 
and YieldStar thus work to manage lease expirations for the client's 
units based on how competitors' supply will change. RealPage strongly 
recommends to landlords that they use market seasonality.
    57. The use of competitors' nonpublic data in expiration management 
to fill out the pricing matrix occurs regardless of whether the 
landlord accepts the AIRM or YieldStar recommendation. Thus, even if a 
landlord were to override every price recommendation, its rental prices 
would still be influenced by nonpublic information about its 
competitors' supply.
    58. Second, AIRM and YieldStar include an amenity optimization 
feature. By pricing specific amenities within units, landlords can 
avoid making wholesale pricing changes to a floor plan if a specific 
unit fails to lease. Within the amenity analysis, AIRM and YieldStar 
provide market values for specific amenities to landlords, allowing 
them to compare their perceived value of an amenity with the nonpublic 
valuation of their competitors. The peer data include the market 
minimum and maximum value for specific amenities.
2. LRO Relies Primarily on Landlords To Input Data on Competitors
    59. RealPage's LRO also provides pricing recommendations to users. 
Each week, LRO users manually input competitor information into the 
system that they have obtained from public websites or more 
questionable means, such as communicating directly with their 
competitors.
    60. A small number of LRO users subscribe to a feature called 
AutoComp. With this feature, RealPage provides information on 
competitors' rents, traffic, and occupancy. This information comes from 
market surveys that RealPage compiles using call centers to call 
competitor properties. Landlords may use LRO without using AutoComp.

E. RealPage Uses Multiple Mechanisms To Increase Compliance With Price 
Recommendations

    61. AIRM and YieldStar provide daily price recommendations. 
RealPage has taken multiple steps to increase compliance with AIRM and 
YieldStar price recommendations. It designed AIRM and YieldStar to make 
it much easier to accept recommendations than to decline them. It built 
an auto-accept function and pushes clients to adopt it and increase its 
role. And its pricing advisors encourage landlords to follow AIRM and 
YieldStar pricing recommendations. Among their duties, pricing advisors 
review any request to override a price recommendation.
1. AIRM and YieldStar Make It Easy To Accept Recommendations and More 
Difficult and Time-Consuming To Decline
    62. Every morning, the landlord's property manager chooses whether 
to accept the floor plan price recommendation, keep the previous day's 
rent, or override the recommendation. These options are the same for 
new leases and renewal leases. RealPage makes it easier and faster for 
a client to accept a recommendation than to decline it. When accepting 
recommendations, the manager can choose to do a bulk acceptance--she 
can accept all or multiple floor plan recommendations at once. But she 
cannot do the same when overriding, or rejecting, the recommendation.
    63. Instead, for every recommendation that she does not accept--
whether overriding or keeping the previous day's rent--the property 
manager must provide ``specific business commentary'' for diverging 
from the recommendation. This justification, RealPage instructs, should 
not be a mere preference for another price but must be based on a 
factor that the model cannot account for, such as local construction or 
renovations occurring in the building. It must be a ``strong sound 
business minded approach.''
    64. The property manager knows that these recommendation rejections 
and accompanying justifications will be sent to a RealPage pricing 
advisor.\4\ If the pricing advisor disagrees with the rejection or 
justification, the disagreement is escalated for resolution to a 
landlord's regional manager, who typically supervises the property 
manager.
---------------------------------------------------------------------------

    \4\ Some clients have internal revenue managers that are 
certified by RealPage. For those clients who have internalized the 
revenue management function, recommendation rejections may be routed 
to the internal revenue manager rather than a RealPage pricing 
advisor.
---------------------------------------------------------------------------

    65. As one client who complained to RealPage explained, RealPage's 
design is ``trying to persuade [clients] to take the recommendations 
(almost like we made it hard to do anything but).''
2. RealPage Pushes Clients To Adopt Auto-Accept Settings That 
Automatically Approve Recommendations
    66. AIRM and YieldStar each include auto-accept functions. This 
functionality automatically accepts price recommendations falling 
within certain parameters. By default, AIRM and YieldStar set auto-
accept parameters of a 3% daily change and an 8% weekly change. The 
landlord can change these parameters, disable or enable auto-accept, 
and even enable partial auto-accept. With partial auto-accept, if the 
recommendation exceeds the auto-accept parameters, the recommendation 
is accepted as far as the parameter permits. For example, if the auto-
accept daily change limit is 4% and the price recommendation is 5%, 
using partial auto-accept will result in an increase of 4%. By enabling 
auto-accept, a landlord functionally delegates pricing authority to 
RealPage (within the bounds of the daily and weekly limits).

[[Page 8568]]

    67. As part of the onboarding process, internal RealPage guidance 
states, ``AUTO ACCEPT should be confirmed as `on' with parameters in 
place.'' Internal AIRM training explained that RealPage wanted to 
``widen auto accept parameters'' by introducing the feature and then 
``creating enough trust so that over time we have client[s] that are 
willing to let auto accept run with very wide parameters . . . AKA--
accept all recommendations.'' RealPage trains pricing advisors to have 
an ``accountability conversation'' or a ``refresher on short term vs 
long term goals'' for clients that show less tolerance for increasing 
auto-accept parameters.
    68. Even if a landlord does not want to use auto-accept, RealPage 
trains its advisors to convince the landlord to turn it on with 0% 
limits--a setting whereby auto-accept will never accept price changes. 
The reason? So that it is no longer a question of whether the client 
turns on auto-accept, but only a matter of convincing them to widen the 
parameters and further delegate pricing decisions. RealPage instructs 
its advisors on best practices: ``[I]f a partner is not ready to use 
auto acceptance, are they ready to use revenue management?''
3. RealPage Pricing Advisors Provide a ``Check and Balance'' on 
Property Managers To Increase Acceptance of Recommendations
    69. RealPage offers landlords pricing advisory services. Landlords 
typically have an assigned pricing advisor, unless the client has 
internal revenue managers that were certified by RealPage. Pricing 
advisors play an important role in the daily review of pricing 
recommendations. Landlords' property managers are asked to review 
recommendations every morning by 9:30 a.m. After their review, a 
pricing advisor accepts agreed-upon pricing within an hour and 
escalates any disputes to the landlord's regional manager.
    70. If a property manager disagrees with the direction of a 
recommended price change--e.g., the manager wants to implement a price 
decrease when the model recommends a price increase--the RealPage 
pricing advisor escalates the dispute to the manager's superior. As a 
pricing advisor manager explained in a client training, the advisor 
would ``stop the process and reach out to our partners''--the property 
manager's supervisors--to ``talk about this further.'' The advisors, 
the manager elaborated, are part of a system of ``checks and 
balances.'' The client confirmed the value of this system to stop 
property managers from acting on emotions, which could limit RealPage's 
influence on their pricing.
    71. Beyond the daily interactions between pricing advisors and 
their own property managers, clients agree to make meaningful changes 
when they use RealPage's pricing advisory services. Under the 
specifications for this service, clients agree to use AIRM or YieldStar 
exclusively to give quotes to potential renters, further tying 
landlords' pricing decisions to RealPage's software. Clients also agree 
to change their commission programs for leasing agents to ``ensure 
these programs motivate sales behavior that is consistent with the 
objectives of revenue growth.'' And clients further agree to revenue 
growth as the official metric to evaluate AIRM and YieldStar, as 
opposed to occupancy rates.
    72. RealPage imposes additional requirements on landlords who want 
to use internal or in-house revenue management advisors with YieldStar 
or AIRM (rather than use RealPage pricing advisors). RealPage requires 
these landlords' employees go through RealPage certification. 
Certification is a multiday course in which landlords are trained--at 
times in the same session--on AIRM and YieldStar use and best 
practices, according to RealPage. Certification includes observing and 
leading pricing calls with property managers and passing a written 
exam. This certification program facilitates the landlords' agreements 
with RealPage to align pricing by ensuring that landlords' internal 
revenue managers are trained and tested to use AIRM and YieldStar in 
the same way.
4. Pricing Recommendations Heavily Influence Landlords' Behavior
    73. RealPage defines an acceptance as where the final floor plan 
price is within 1% of the recommended floor plan price. According to 
that definition, the average acceptance rate across all landlords 
nationally for new leases between January 2017 and June 2023 is between 
40-50%. But RealPage itself recognizes that acceptance rates are not 
necessarily the best measure of its influence; one employee explained 
that the spread between a floor plan recommendation and the final 
scheduled floor plan price is more useful for measuring model 
adoption--and therefore influence--than the binary accept/reject 
decision that the RealPage-defined acceptance rate reflects. Widening 
the definition of acceptance even slightly to account for partial 
acceptances illustrates the influence of recommendations: nearly 60% of 
final floor plan prices are within 2.5% of RealPage's recommendation, 
and more than 85% are within 5% of RealPage's recommendation.
    74. RealPage's preferred measure of acceptance understates the 
influence of RealPage's price recommendations and the effect of 
competitors' data. AIRM and YieldStar use competitors' nonpublic 
transactional data to adjust unit-level pricing, after a floor plan 
recommendation has been accepted or rejected. RealPage's metric does 
not capture the cumulative effect of rate acceptances over time. Nor do 
they capture when a client is influenced by and partially accepts a 
recommendation.

III. Coordination Among Competing Landlords Is a Feature of This 
Industry

    75. Several characteristics of apartment-rental markets make it 
easier for landlords to coordinate with, or accommodate, each other. 
Rental housing is a necessity for many Americans, meaning that demand 
is inelastic--that is, changes in rent produce relatively small changes 
in the number of renters. There is significant concentration among 
landlords in local markets, and these landlords engage in widespread, 
regular communications with one another. And RealPage makes rental 
units more comparable to each other in AIRM and YieldStar, allowing 
landlords to track one another more easily. These industry 
characteristics exacerbate the harm to the competitive process--and 
ultimately to renters--from the exchange of nonpublic, competitively 
sensitive data through RealPage and the use of the AIRM and YieldStar 
models.

F. Rental Housing Is a Necessity for Millions of Americans

    76. Shelter is a basic, foundational necessity of life. And for 
tens of millions of Americans, conventional multifamily apartment 
buildings are the only reasonable option for much of their lives. Many 
renters cannot afford the significant down payment needed to purchase a 
single-family home, among other requirements.
    77. Demand for apartments is relatively inelastic. Rising rents 
have disproportionately affected low-income residents: The percentage 
of income spent on rent for Americans without a college degree 
increased from 30% in 2000 to 42% in 2017. In 2021, the proportion of 
severely burdened households--households spending more than half of 
their income on gross rent--was 25%, or approximately 10.4 million 
households, an increase in approximately 1 million households since 
2019. By 2022, this number increased to 12.1 million households. For 
college graduates, the percentage of

[[Page 8569]]

income spent on rent increased from 26% to 34% from 2000 to 2017.

G. The Multifamily Property Industry Is Rife With Cooperation Among 
Ostensible Competitors

    78. Within particular metropolitan areas and neighborhoods, the 
multifamily property industry is concentrated and replete with 
competitively sensitive discussions among ostensible competitors. 
Landlords have agreed with one another to share nonpublic, sensitive 
information, both indirectly through RealPage software and directly 
outside of RealPage's software. RealPage facilitates some of these 
discussions, while others are made directly between competing 
landlords. These discussions supplement and reinforce the indirect 
information sharing among landlords that occurs through AIRM and 
YieldStar. As a result of this coordination, RealPage's pricing 
algorithms are even more likely to restrain, rather than promote, 
competition.
1. At the Local Level, the Multifamily Property Industry Comprises a 
Small Number of Large Landlords Managing Buildings With Different 
Owners
    79. In 595 zip codes with at least 1,000 total multifamily units 
across 125 core-based statistical areas, five or fewer landlords manage 
more than 50% of the multifamily units. Within the submarkets alleged 
in this complaint, there are at least 214 zip codes, each with at least 
1,000 total multifamily units, in which five or fewer landlords manage 
more than half of those units. Similarly, within the ten core-based 
statistical areas alleged in the complaint, there are 144 zip codes, 
each with at least 1,000 total multifamily units, in which five or 
fewer landlords manage more than half of those units.
    80. The same landlord often oversees nearby properties with 
different owners. In at least 502 zip codes, at least one landlord 
using AIRM or YieldStar oversees properties with different owners.
    81. There is also overlap among RealPage pricing advisor 
assignments. In at least 683 zip codes, within 96 core-based 
statistical areas, a RealPage pricing advisor has responsibility for 
properties managed by different landlords. RealPage takes no steps to 
avoid assigning the same pricing advisor to properties with different 
owners, even if those properties compete with each other or are 
RealPage-mapped competitors.
2. Landlords Regularly Discuss Competitively Sensitive Topics With 
Their Competitors and Swap Information
    82. Landlords regularly solicit and obtain nonpublic information 
about inquiries by prospective renters, occupancy, and rents from their 
direct competitors. Although this information is not as accurate or 
thorough as the transactional-level data shared with AIRM and 
YieldStar, it is nonetheless sensitive competitive information.
    83. Landlords collect this information through a variety of means, 
including weekly phone calls, emails, and in-person visits. Some 
landlords also share information on their local geographic markets 
through shared Google Drive documents. One RealPage employee explained 
to his colleagues, reflecting on his former time working at a landlord, 
that these weekly inquiries ``required cooperation among the 
comp[etitor]s but wasn't hard to get that.'' In June 2023, a senior 
director at Cushman & Wakefield admitted that ``this practice has been 
prevalent in our industry for a long time.''
    84. Landlords not only knew of these so-called ``market surveys,'' 
but expected their property managers to participate. As a manager of 
Cushman & Wakefield's revenue management department explained, ``we 
have always expected our properties to continue doing a traditional 
market survey[,]'' which ``gives us insight into the very specific 
handful of competitors closest to the subject property.''
    85. At a February 2020 industry event, representatives from Cushman 
& Wakefield and two other landlords shared tips on collecting 
information on concessions and net effective rents from competitors. 
The suggestions included bi-weekly and monthly meetings with 
competitors, sponsored ``cocktail hours for regional competitors to 
share info and build relationships and rapport,'' and using Google 
Drive documents to share information on a weekly basis. Building 
relationships with competitors to get accurate data was ``critical.'' 
The representatives cautioned that the collected data was used to make 
``major decisions about pricing,'' so the landlord employees collecting 
data should be trained accordingly to ask such questions as ``are you 
seeing a slow down?'' and ``are you adjusting pricing?''
    86. Some landlords engage in even more sensitive communications 
about price, demand, and market conditions. These communications are 
not isolated instances at a specific property. Rather, they are 
conversations at the corporate revenue management level about 
strategies and approaches to market conditions that apply to the 
landlords' business across all markets.
    87. For example, in January 2018, Willow Bridge's director of 
revenue management reached out to Greystar's director of revenue 
management and asked about Greystar's use of auto accept in YieldStar. 
In response, Greystar's director provided Greystar's standard auto-
accept settings, including daily and weekly limits and for which days 
of the week auto accept was used. The Greystar director, explaining why 
she provided this information, testified that the Willow Bridge 
director was a ``colleague,'' even though Willow Bridge was a 
competitor to Greystar.
    88. In March 2020, Cushman & Wakefield's director of revenue 
management reached out to Willow Bridge's director of revenue 
management. The Cushman & Wakefield director wanted to hold a call 
among revenue management executives at multiple landlords to discuss 
market conditions, use of YieldStar, and strategy plans. The Willow 
Bridge director agreed and suggested a small number of landlords to 
invite to keep the group ``tight.'' The directors agreed to reach out 
to Greystar, as well as several other landlords.
    89. Also in March 2020, a senior executive at Greystar obtained a 
copy of Willow Bridge's sensitive strategic plans regarding the COVID-
19 pandemic. The plans included Willow Bridge's corporate protocols for 
concessions, rent increases, and lease terms. The plans recommended 
that property managers work closely with YieldStar and LRO to preserve 
rent integrity. The Greystar executive forwarded Willow Bridge's plans 
to executives at Cushman & Wakefield and another landlord. All four 
landlords compete with one another.
    90. In September 2020, Camden's director of revenue management 
reached out to Greystar's director of its internal revenue management 
team. Camden asked Greystar--a direct competitor--what increases on 
renewal pricing Greystar had seen in August and offered what it had 
seen. Greystar's director replied with information not only on August 
renewals, but also on how Greystar planned to approach pricing in the 
upcoming quarter. Greystar's director further disclosed its practices 
on accepting YieldStar rates and use of concessions. As the 
conversation continued, the two competitors shared additional highly-
sensitive information on occupancy--including in specific markets--
demand, and the strategic use of concessions.

[[Page 8570]]

    91. At the same time, Camden's director emailed a revenue 
management executive at LivCor and asked how LivCor was faring on 
raising renewal rates. He explained his request by noting that 
Performance Analytics provided some good data, but it was ``hard to see 
what our competitors are signing today.'' The two executives shared 
information about their respective renewal increases. After the Camden 
executive passed this information along internally, he continued his 
outreach with several other landlords and with the LivCor executive--
who in the meantime had reached out to three other landlords about 
their renewal rates. Camden's internal team decided to raise a renewal 
cap to get to the same renewal gains as LivCor.
    92. Camden's director received competitively sensitive information 
from at least four competitors. Another senior executive at Camden 
asked him to compile the information so it could be shared internally. 
That executive noted the usefulness of the competitors' information and 
the need to take advantage of the shared information while it was 
fresh.
    93. In June 2021, Willow Bridge's head of revenue management 
emailed Greystar's revenue management director. She proposed 
collaborating with Greystar to convince a client to move all of its 
properties, including those managed by Willow Bridge and those managed 
by Greystar, to AIRM. But she also noted that, in thinking about ``the 
larger picture as well,'' it could be useful to ``coordinate with the 
other companies that we often share business with'' to prepare to move 
their clients to AIRM as well. Greystar responded favorably to 
transitioning the joint client to AIRM.
    94. In November 2021, a revenue management executive at LivCor 
emailed an executive at Camden to propose a call to discuss Camden's 
``renewal philosophy,'' for the purpose of informing how LivCor 
calculated renewal increases. The two spoke that day. The following 
day, another LivCor executive--who was included on the call--thanked 
the Camden executive for the opportunity to ``connect on industry best 
practices'' and asked another ``operational question'' about 
implementing ``larger renewal increases.'' The executives exchanged 
emails over the next few months, including discussing their respective 
strategies on maximum increases to lease renewal prices. They shared 
not only their increase limits in specific markets but also what price 
increases they were able to achieve. For example, in April 2022, the 
executive at LivCor reached out to Camden to share that ``my current 
thinking (not sure it's right, just where my mind is at) is . . . 
prices for almost everything are up 20%. Therefore, unless there is a 
good reason not to, should we be increasing rates on rentable items by 
20%?'' The Camden executive responded, ``I like your thinking.'' He 
continued, ``Typically, we lean into the demand signals to inspire a 
price increase . . . . I'm divided on whether the default increase 
should be 20% or closer to the 10% . . . . Curious what your thoughts 
are!?''
    95. In September 2021, a property manager at Cortland explained to 
a colleague that the manager had called two competitors and received 
from them pricing information on two-bedroom and three-bedroom units. 
The property manager asked for the information to decide how to act on 
YieldStar's price recommendations.
    96. Landlords also engage in group discussions with local and 
national competitors about sensitive topics. For example, for a number 
of months in 2020, dozens of ``high-level participants'' from competing 
landlords participated in weekly ``multifamily leadership huddle'' 
videoconferences. The organizer informed participants that ``the goal 
of the call is to share information about what our companies are doing, 
share some collateral and resources,'' and then--perhaps recognizing 
the problematic nature of these calls--he claimed that ``then we hang 
up and make our own decisions.''
    97. In one such call in April 2020 with over 100 attendees, 
participants discussed a number of topics, including ``pricing and 
renewal strategies.'' Several senior landlord executives, including a 
Greystar senior managing director and a CEO of another landlord, 
participated and shared their practices on new leases and renewals, use 
of renter payment plans, and use of YieldStar and other revenue 
management software. On a similar call in October 2020, participants 
discussed current and forecast rent prices, renewal strategies, and use 
of concessions. A Willow Bridge employee forwarded a colleague notes 
from the call, and he specifically highlighted information about a 
competitor's use of concessions.
    98. These conversations among competing landlords have extended 
from the national level to local markets across the country. For 
example, in Minnesota, property managers from Cushman & Wakefield, 
Greystar, and other landlords regularly discussed competitively 
sensitive topics, including their future pricing. When a property 
manager from Greystar remarked that another property manager had 
declined to fully participate due to ``price fixing laws,'' the Cushman 
& Wakefield property manager replied to Greystar, ``Hmm . . . Price 
fixing laws huh? That's a new one! Well, I'm happy to keep sharing so 
ask away. Hoping we can kick these concessions soon or at least only 
have you guys be the only ones with big concessions! It's so 
frustrating to have to offer so much.'' The property managers from 
Greystar and Cushman & Wakefield continued to discuss competitively 
sensitive topics. For example, in response to Greystar's tipoff that it 
had reduced concessions and ``hop[ed] the Spring/Summer market allow us 
to pull further back on concessions,'' the Cushman & Wakefield property 
manager replied, ``That's great news and I love hearing about the 
concessions being pulled back. We have done the same and hoping the 
rest of the market follows suit.'' These communications between 
RealPage users that are ostensibly competitors are examples of the 
industry-wide coordination that magnifies the anticompetitive effects 
of RealPage's software.
    99. In addition to contacting each other directly, many landlords 
also exchange information through other intermediaries. One vendor 
offers a tool for landlords to exchange with one another nonpublic 
information on concessions, net effective rents, inquiries and visits 
by prospective renters, and occupancy that is pulled from each 
landlord's property management software. Over 150 landlords nationally 
have used this service, including Greystar, LivCor, and some of the 
other largest landlords across the country. The vendor's CEO described 
this as a ``quid pro quo or give to get'' arrangement among landlords 
where ``if you share this data with me, I'll share the same data.'' A 
RealPage employee noted that this vendor makes it ``quicker and easier 
to get your market surveys.''
    100. Some landlords use this direct exchange of competitively 
sensitive information to update competitor rents within LRO--a practice 
that RealPage is aware of and accepts.
    101. Recently, under the scrutiny of antitrust lawsuits, some 
landlords have adopted internal policies prohibiting ``call arounds'' 
and other direct sharing of competitively sensitive information with 
direct competitors. But even assuming that their property managers 
fully comply with these legally unenforceable internal policies, these 
landlords continue to use RealPage's revenue management software.

[[Page 8571]]

3. At RealPage User Group Meetings, Landlords Discuss Competitively 
Sensitive Topics
    102. RealPage holds monthly ``user group'' meetings attended by 
competing landlords that use RealPage's software. There are separate 
user group meetings for LRO and for YieldStar and AIRM.\5\ One of 
RealPage's stated purposes for the user groups is to ``to promote 
communications between users.'' Attendees include a wide mix of 
competing landlords. For example, the June 2022 YieldStar user group 
included representatives from five of the largest property management 
companies in the country, among a larger group.
---------------------------------------------------------------------------

    \5\ RealPage previously held separate AIRM and YieldStar user 
groups but combined them in 2023.
---------------------------------------------------------------------------

    103. Recurring topics at the user group meetings include product 
enhancements and an ``idea exchange'' on potential changes to the 
products. The user group participants often vote on the proposals 
discussed in the idea exchange. But discussions have covered 
competitively sensitive topics, including managing lease expirations, 
pricing amenities, the use of concessions, pricing strategies, and how 
to manage properties during the COVID-19 pandemic. RealPage encouraged 
landlords to use the user group meetings to discuss such topics in 
their industry and set agendas for these meetings to aid them in doing 
just that, remarking that ``[t]he user group is meant to be self-
governed to a degree and the clients should be leading it.'' These 
RealPage-fostered discussions among competitors enhance and facilitate 
the landlords' agreement with RealPage to use AIRM and YieldStar to 
align pricing.
    104. At an April 2020 YieldStar user group meeting, the 
participants discussed strategies for handling the COVID-19 pandemic. 
In the presentation, two RealPage employees and a landlord led a group 
discussion of trends in rent payments and collections and provided five 
strategic tips. One tip encouraged landlords to ``push for occupancy 
but don't give away the farm (pricing).'' Another counseled landlords 
to ``balance internal and external dynamics'' and, referring to the 
nonpublic information used by YieldStar, to ``use transactional market 
data for decision support and to know when you can be more aggressive'' 
in pushing higher rents. Invited attendees included representatives 
from at least twelve landlords. At this meeting, Greystar and another 
landlord shared information on their usage of payment plans with 
tenants.
    105. In May 2020, RealPage started a YieldStar user group meeting 
by surveying them on concessions. RealPage asked landlords how many of 
their properties offered concessions, whether concessions applied to 
new leases or renewals, and the types of concessions offered (such as 
discounts, gift cards, or other benefits). Invited attendees included 
representatives of thirteen landlords.
    106. In March 2021, the user group meeting included a discussion on 
possible adjustments to how YieldStar calculated lease expiration 
premiums. A RealPage executive shared that she liked the idea of adding 
weekend premiums to incentivize prospective renters to move in during 
the week, and commented that ``the rev[enue] potential would then scale 
up.'' The LivCor representative responded in favor of weekend premiums, 
and another user group member suggested adding the proposal to the user 
group idea exchange. RealPage agreed to do so.
    107. RealPage began its agenda for an April 2021 YieldStar user 
group meeting with ``strategic insights'' from a RealPage economist. 
This employee shared ``21 key strategic insights,'' including ``focus 
on renewals,'' ``be cautious with concessions,'' and ``drive up 
revenues--not just base rent.'' Specifically, he urged the group to 
``push up new and renewal pricing where demand [is] solid'' and warned 
against over-relying on concessions. They were instead to ``trust the 
science'' of YieldStar.
    108. In May 2021, RealPage included a ``Back to Basics'' discussion 
in a YieldStar user group meeting. This discussion covered ``returning 
to renewal increases post-COVID'' and ``declining concessions,'' as 
well as eviction moratoria and areas where acceptance rates were 
``seeing significant uptick in past 6 months.'' The meeting group chat 
is even more revealing. Over a period of approximately fifteen minutes, 
representatives from fifteen landlords shared their plans for renewal 
increases and their use of concessions. The questions were posed, ``At 
what point do we go back to normal? I[f] we go back to normal[,] [i]s 
it now? Is anyone seeing that the model is raising rent and are you 
doing it?'' In response, these representatives made statements on 
renewal increases such as ``increasing, back to normal,'' ``major rent 
growth on the west coast,'' ``increasing the renewals,'' ``almost all 
markets we are raising rents,'' ``actually raising more than before 
covid at some,'' ``raising,'' and ``we are pushing to get back to 
normal. Sending increases.'' A representative from LivCor stated, 
``increasing renewals and pushing new lease rents.''
    109. The user group members were similarly open about their 
disinterest in concessions, signaling to each other that they do not 
intend to offer them or would offer them less frequently. Their 
pronouncements included ``no consessions [sic],'' ``no concessions,'' 
``considerably less concessions,'' ``less frequent and less 
aggressive,'' ``no concessions except in markets with a lot of lease-
ups,'' and ``almost no concessions currently.'' A representative from 
Willow Bridge noted concessions had ``gone away a LOT. People asking 
for a free month on renewals and being denied, but still signing the 
renewal.''
    110. When the discussion turned to acceptance rates, a RealPage 
employee stated that rates had ``pretty much gone back to pre-COVID. 
Rate Acceptance has grown 11% over the past 6 months.'' A landlord 
responded that they had ``seen our acceptance rate increase 
tremendously.'' Another user group member explained to the group, for 
``about \1/3\ of the communities I manage the [YieldStar] model was too 
slow to respond, and we are pushing rates above market and above YS 
rec[ommendation].'' A representative from Willow Bridge concluded, 
``Are we deciding as a group to remove hesitation?:).''
    111. The LivCor representative who attended this May 2021 meeting 
testified that similar discussions happened numerous times during the 
COVID-19 pandemic--specifically, the beginning of 2020 through the 
middle of 2022. In these meetings, user group members discussed new and 
renewal rent increases, concessions, and renewal strategies, as well as 
other sensitive topics.
    112. RealPage claims that this and other user group meetings were 
not recorded.
    113. The July 2021 YieldStar user group meeting, held at RealWorld 
(a RealPage-hosted industry event), included a roundtable discussion 
among competitors. One of the discussion topics? ``What is the one 
thing you consistently consider outside of the model when accepting or 
changing price and why?''
    114. At the October 2021 YieldStar user group meeting, a RealPage 
economist gave a presentation regarding the 2022 market outlook. 
RealPage presented analyses on current occupancy and pricing, and on 
expected occupancy and rent growth in 2022 by geographic regions.
    115. At the July 2022 RealWorld YieldStar user group meeting, 
RealPage

[[Page 8572]]

hosted a ``roundtable discussion'' on market volatility and its impact 
on how to use revenue management, unit amenities and their impact on 
tenant rents, and best practices for conducting lease ups.\6\
---------------------------------------------------------------------------

    \6\ A lease up is typically a pre-leasing period (such as with a 
newly constructed property) where a landlord is seeking to reach a 
certain, initial occupancy threshold.
---------------------------------------------------------------------------

    116. RealPage recognized the sensitive nature of the information 
shared at these meetings. Beginning in late 2022, after public 
reporting about AIRM and YieldStar, RealPage added an antitrust 
compliance statement in the user group presentations. Among other 
directions, the statement instructed participants not to discuss 
``confidential or competitively sensitive information,'' and then noted 
that this included ``you or your competitors' prices or anything that 
may affect prices, such as current or future pricing strategies, costs, 
discounts, concessions or profit margins.'' But these were the very 
topics of previous user group meetings, as described above, that 
RealPage encouraged its users to discuss. And these are the very types 
of nonpublic information that AIRM and YieldStar use to recommend and 
determine prices.
    117. Landlords frequently take advantage of RealPage user group 
meeting invites to email each other directly. In August 2020, for 
example, an employee of Cortland emailed a user group invitee list and 
asked them to support a change to how YieldStar calculated the number 
of leases needed. In response, an employee of a different landlord 
agreed, adding that ``I also rely on comparing available units to 
adj[usted] leases needed, to forecast leases, to gut check the pricing 
recs. These data points are always a factor in my pricing decisions.''

H. RealPage Uses Nonpublic Information To Allow Landlords To More 
Easily Compare Units on an Apples-to-Apples Basis

    118. Renters typically search for a rental unit using certain key 
criteria, including the number of bedrooms and the location. 
Recognizing this market reality, RealPage enables landlords to more 
easily compare unit prices. When picking a property's ``peer set,'' 
RealPage matches floorplans with the same number of bedrooms that are 
geographically proximate. This makes it easier for landlords, through 
AIRM and YieldStar, to track and respond to competitors' movements at 
the floor plan level.
    119. To account for amenities, RealPage instructs landlords to 
identify amenities using standardized naming conventions so that 
RealPage can use machine learning to group amenities together. RealPage 
then provides the market value for specific amenities, allowing 
landlords to more accurately identify and track how their competitors 
value these amenities and adjust their own pricing accordingly. The 
peer data include the market minimum and maximum value, as well as 
market quartile values, for specific amenities.

IV. RealPage Harms the Competitive Process and Renters by Entering Into 
Unlawful Agreements With Landlords To Share and Exploit Competitively 
Sensitive Data

    120. AIRM's and YieldStar's use of nonpublic, competitively 
sensitive data is likely to harm, and has harmed, the competitive 
process and renters. AIRM and YieldStar distort the competitive process 
by using nonpublic data to maximize pricing increases and minimize 
pricing decreases. AIRM and YieldStar incorporate special rules, called 
``guardrails,'' that override the ordinary functioning of the 
algorithms in ways that tend to push rival landlords' rental prices 
higher than would occur in a competitive market. RealPage presses 
landlords to curtail ``concessions'' to renters. And AIRM and 
YieldStar's ``lease expiration management'' features aim to sequence 
vacancies to maximize landlords' pricing power.

I. AIRM and YieldStar Have the Purpose and Effect of Distorting the 
Competitive Pricing of Apartments

    121. As RealPage frequently trumpets to landlords, ``a rising tide 
raises all ships.'' AIRM and YieldStar ensure that the `tide' flows 
primarily one way--higher rental prices. In a hot market, AIRM and 
YieldStar will recommend price increases to test what the market will 
bear, while in a down market AIRM and YieldStar will, to the extent 
possible, still increase or hold prices and minimize price decreases to 
reach the target occupancy rate.
    122. AIRM and YieldStar are designed to help landlords press 
pricing beyond what they could otherwise achieve while reducing the 
risk that other landlords would undercut them. A revenue manager at 
Willow Bridge explained it succinctly: YieldStar is ``designed to 
always test the top of the market whenever it feels it's safe to.'' By 
using competitors' sensitive nonpublic data to generate elasticity 
estimates, among other things, AIRM and YieldStar can recommend higher 
price increases to extract more money from renters without losing an 
additional lease. As RealPage explained to a YieldStar client in 
training, this pricing elasticity measurement informs ``how far do we 
stretch and pull pricing within the market.'' That, in turn, means that 
``we may have a $50 increase instead of a $10 increase for that day.''
    123. That insight, gleaned from competitors sharing sensitive, 
transactional data with RealPage, which is in turn shared with 
landlords through pricing recommendations, removes uncertainty and 
competitive pressure that benefits renters. As one landlord put it, 
these products ``eliminate the guessing game'' on rent.
    124. As RealPage explains to its clients, AIRM and YieldStar reveal 
``hidden yield.'' This extra yield or revenue is hidden in a 
competitive market--a market in which competitors do not share 
sensitive information with each other--because landlords ``can't see 
the opportunity'' and ``fail to capture [the] full opportunity.''
    125. AIRM and YieldStar disrupt the normal competitive bargaining 
process between landlords and renters. They place landlords in a better 
negotiating position vis-[agrave]-vis renters. Landlords using AIRM and 
YieldStar know that these models recommend floor plan prices and price 
units incorporating nonpublic data of their competitors, including 
effective rents and occupancy rates, all of which allow landlords to 
raise price with more certainty.
    126. As landlords appreciate, AIRM and YieldStar use competitors' 
nonpublic data to predict with more certainty the highest price that 
the market will bear for a particular unit. A landlord is therefore 
less likely to negotiate on price. Any potential negotiation instead 
turns on lease term and move-in date, which AIRM and YieldStar adjust 
the pricing for to avoid overexposure for the landlord in the future.
    127. AIRM and YieldStar also encourage landlords to follow each 
other in raising rents. When transactional data reveal that peers are 
raising effective rents--particularly the highest and lowest 
competitors for a given floor plan--AIRM and YieldStar follow with 
recommendations to increase rental prices. This movement with the 
market is ingrained in the AIRM and YieldStar models; AIRM and 
YieldStar will not recommend a floor plan price that falls below the 
market minimum.

[[Page 8573]]

    128. Accordingly, as adoption of AIRM and YieldStar increases among 
peer competitors, the use of AIRM and YieldStar can push prices up 
through a feedback effect. As peers move up, other AIRM or YieldStar 
users may move up accordingly. This phenomenon, where participating 
landlords ``likely move in unison versus against each other,'' a 
RealPage executive testified, explains ``the rising tide.'' The same 
executive saw evidence of this ``rising tide'' in 2020: When looking at 
multiple peer sites using YieldStar, ``we started to see the trajectory 
of performance and trends be eerily similar when comparing subject 
sites and comp sets, thus showing that we are in fact `r[a]ising the 
entire tide.' '' He acknowledged that YieldStar contributed to market 
prices rising as a tide.
    129. Landlords rely on competitors' data within AIRM and YieldStar 
to determine their prices and how hard they need to try to be 
competitive. A revenue management director at Greystar noted in an 
internal AIRM deck that competitors' data is ``like the boundaries of 
the street you are driving on.'' The director elaborated that ``the 
competitive market range are [sic] the edges of the road, staying in 
those boundaries are [sic] necessary to get you to the destination.''
    130. Another landlord that used YieldStar told RealPage that within 
a week of adopting YieldStar they started increasing their rents, and 
within eleven months had raised rents more than 25% and eliminated 
concessions. The landlord added that they were now pricing at the top 
of their peers and, importantly, had ``brought the rest of the Comps 
rents up with us.'' A RealPage executive responded internally that this 
was a ``great case study that highlights performance before, during, 
and a result of YS [YieldStar].''
    131. A landlord explained in an internal presentation that because 
YieldStar recommends floor plan pricing that moves with the market--a 
market position--YieldStar would use competitors' data to inform ``how 
competitive we need to be [e]ach [d]ay.''
[GRAPHIC] [TIFF OMITTED] TN30JA25.002

    132. AIRM uses machine learning to train models on competing 
landlords' sensitive data. The parameters learned in this training are 
then applied to each AIRM client.\7\ As a result, the model uses the 
same method and learned parameters to generate price recommendations 
from the relevant data for each landlord.
---------------------------------------------------------------------------

    \7\ There are separate AI Supply models, and therefore 
potentially different learned model parameters, for clients using 
Yardi's property management software and clients using other 
property management software. But within these two categories the 
learned model parameters for the AI Supply models are the same.
---------------------------------------------------------------------------

    133. This aligns and stabilizes prices in at least two ways. First, 
it reduces volatility in how prices change, compared to a situation in 
which each client sets prices independently. No longer do competitors 
react in distinctive ways to changing market conditions as they would 
in a market without access to competitors' transactional data. Instead, 
AIRM price recommendations tend to standardize those reactions. This 
leads to the second result: pricing recommendations, and consequently 
pricing decisions, become more predictable and aligned among 
competitors as each is using the same set of learned model parameters.
    134. RealPage has even manipulated competitor mappings to increase 
the likelihood that AIRM or YieldStar would recommend price increases. 
For example, a prominent client asked why a subject property had mapped 
peers located more than 100 miles away, in a different metropolitan 
area, when there were satisfactory mapped competitors within five 
miles. RealPage's response was that if these distant properties were

[[Page 8574]]

not mapped, the client's property would be at the top of the market and 
it would be more difficult for AIRM to recommend price increases. 
RealPage had originally mapped these distant properties to give the 
model more room to recommend price increases for the client's property.
    135. This dynamic exists not only in markets with growing demand, 
but also so-called ``down markets,'' where demand is decreasing. In a 
competitive market with a fixed supply (at least in the short run) of 
housing units, a demand decrease would result in prices falling. But 
AIRM and YieldStar resist price decreases in down markets as much as 
possible while achieving targeted occupancy rates. RealPage told one 
prospective AIRM client that the combination of ``AI and the robust 
data in the RealPage ecosystem'' would allow the landlord to ``avoid 
the race to the bottom in down markets.''
    136. Using competitors' transactional data to calibrate and set the 
bounds of its model enables YieldStar and AIRM to decrease prices as 
little as possible in a down market. As one example, in 2023 a landlord 
reached out to RealPage with concerns about price recommendations at a 
property. Despite the property having too many vacancies and peer 
properties decreasing in price, AIRM was recommending price increases, 
frustrating the property owner. A senior RealPage executive responded 
that the model was not lowering prices because ``there isn't much 
elasticity between the recommended position and the current one'' and 
``the model would recommend the highest possible position [i.e., price] 
without affecting demand.''
    137. RealPage succinctly summarized for landlords the effect of 
using AIRM and YieldStar in down markets: it ``curbs [clients'] 
instincts to respond to down-market conditions by either dramatically 
lowering price or by holding price when they are losing velocity and/or 
occupancy.'' These tools instill pricing discipline in landlords, 
curbing normal fully independent competitive reactions by substituting 
them with interdependent decision-making (i.e., through the use of 
pricing recommendations based on shared, competitively sensitive 
information). These products ensure that clients are ``driving every 
possible opportunity to increase price even in the most downward 
trending or unexpected conditions.''
    138. When one client wanted to cancel YieldStar, a RealPage 
executive noted to colleagues that with cancelation the client would 
lose ``our helping them mitigate damage during rent control and 
covid.'' In particular, the client would lose ``us helping them rise 
with the tide given their strategy.''
    139. Landlords understand the sensitivity of the information being 
shared and the likely anticompetitive effects. One potential client put 
it succinctly to RealPage: ``I always liked this product [AIRM] because 
your algorithm uses proprietary data from other subscribers to suggest 
rents and term. That's classic price fixing . . . .''
    140. Cushman & Wakefield recognized the anticompetitive potential 
of sharing this level of detailed competitor data. When a property 
owner asked for information on specific competitors, Cushman & 
Wakefield's director of revenue management replied that the requested 
tool, RealPage's Performance Analytics with Benchmarking, did not 
provide information on specific competitors. The reason? Performance 
Analytics with Benchmarking ``tracks transactional information 
therefore due [to] the potential pricing collusion, it's anonymize[d] 
by RealPage.'' Performance Analytics with Benchmarking draws from the 
same transactional database as AIRM and YieldStar. And while AIRM and 
YieldStar do not display the granular transactional data to the user, 
AIRM and YieldStar see and use that data. The price recommendations are 
based upon the very data that this client recognized could lead to 
collusion.
    141. Even RealPage employees selling LRO recognized the 
anticompetitive harm from using competitors' transactional data to 
recommend prices. In a 2018 training deck provided to clients, RealPage 
explained, ``we often times get the question about if comps are on LRO, 
can we just update the rents for you? Unfortunately, no, we can't. That 
could be considered price collusion, and it's illegal[square].'' But 
this is precisely what AIRM and YieldStar do.

J. AIRM and YieldStar Impose Multiple Guardrails Intended To 
Artificially Keep Prices High or Minimize Price Decreases

    142. Unsatisfied with relying merely on competitively sensitive 
data to advantage landlords, RealPage created ``guardrails'' within 
AIRM and YieldStar to force adjustments to the price recommendation. 
But these guardrails serve as one-way ratchets that help landlords, not 
renters, by increasing price recommendations or limiting a recommended 
decrease. And each of these guardrails makes use of competitively 
sensitive data that landlords agree to share with RealPage. These 
guardrails have even spurred multiple landlords to tell RealPage that 
AIRM and YieldStar are not dropping recommended rents as much as their 
individual conditions, or even market conditions, would warrant.
    143. Hard Floor. AIRM and YieldStar will not recommend a floor plan 
price that falls below the smoothed market minimum effective rent. The 
market minimum is a hard floor. AIRM and YieldStar thus explicitly 
constrain floor plan price recommendations based on the prices of 
competitors, using shared nonpublic information.
    144. Revenue Protection Mode. RealPage created a ``revenue 
protection'' mode that effectively lowers output to increase revenues. 
Revenue protection activates when AIRM or YieldStar predict--using 
calculations incorporating competitors' data--that demand is too low 
for a landlord to meet its target occupancy. Rather than lowering the 
price to stimulate demand, the algorithm reduces the target number of 
leases. AIRM and YieldStar then maximizes revenue for the reduced 
occupancy level, which tends to reduce price decreases or increase 
rental prices.
    145. RealPage acknowledges that revenue protection ``may seem 
counterintuitive to leasing needs.'' In June 2023, a landlord 
complained to RealPage that ``something in your model is broken'' 
because ``the pricing model is not lowering rents dramatically'' 
despite the client's high exposure during a busy summer leasing season. 
RealPage explained that, with revenue protection, ``the model still 
sees the way to make more revenue is to lease fewer units at higher 
prices.'' In other words, the model seeks to ``raise rates to get the 
highest dollar value possible for the leases we can statistically 
achieve'' and ignore those leases that the client wants but the model 
predicts, using competitors' data, the client will not get.
    146. The model's hard price floor can trigger revenue protection 
mode. In May 2022, for example, a landlord complained that AIRM was 
recommending price increases despite a projected shortfall in leases. 
Because revenue protection mode cannot be turned off, the RealPage 
pricing advisor recommended that the client reduce sustainable 
capacity. Sustainable capacity is a client-set parameter that imposes 
an inventory constraint and determines the number of leases AIRM and 
YieldStar will try to achieve. This is, of course, what revenue 
protection mode functionally does on its own: increase inventory 
constraints to reduce output.
    147. This phenomenon, a RealPage employee explained internally, was 
``true revenue protection mode.'' The client's floor plan was priced 
toward the

[[Page 8575]]

bottom of its competitors. AIRM did not see any price decrease that 
would achieve the original target number of leases without dropping 
below the market floor (determined using competitors' data). Because 
AIRM never recommends prices below the market floor, AIRM instead 
reduced the number of leases and optimized against that new, lower 
occupancy rate.
    148. Revenue protection mode interrupts AIRM's and YieldStar's 
normal revenue maximization process. As a RealPage data scientist 
explained, ``the model really wants to reduce rent but is prevented 
from doing so by the revenue protection restriction.'' Revenue 
protection leads to higher prices and lower occupancy.
    149. Sold-Out Mode. Once a landlord reaches its targeted capacity 
for a particular floor plan, the model considers that floor plan ``sold 
out'' even though units may still be physically available. In that 
situation, AIRM and YieldStar recommends the maximum rent charged by a 
property's competitors, even if the floor plan's previous price was far 
lower.
    150. RealPage intentionally designed sold-out mode to use 
competitively sensitive data to lift rents. In an earlier version of 
the software, sold-out mode pushed rents to 95% of that floor plan's 
highest recently achieved rent. But RealPage modified the algorithm in 
2022 to go ``straight to 100% of comps,'' deliberately aligning rents 
with competitors' highest rents, rather than the property's own 
historical performance.\8\
---------------------------------------------------------------------------

    \8\ RealPage has at least considered changing this model logic 
because it introduced meaningful pricing volatility and significant 
price increases. Even if RealPage has implemented this proposed 
logic change, the new model logic still incorporates competitors' 
confidential rents because AIRM and YieldStar recommend a market 
position that is tied to the bottom and top of the market, as 
defined by mapped competitors.
---------------------------------------------------------------------------

    151. The Governor. AIRM and YieldStar favor recommended price 
increases over price decreases. When the model calculates that the 
current day's ``optimal'' price will result in greater revenue than the 
previous day, a feature called the ``governor'' causes the model to 
recommend the current day's optimal price.\9\ But when AIRM or 
YieldStar calculates that the current day's optimal price will result 
in less revenue than the previous day, the governor recommends the 
recent average price even though it is not optimal for the current day. 
In other words, when market conditions weaken and the model calculates 
that a price decrease is warranted, this guardrail kicks in and 
recommends keeping the recent rent even though it is suboptimal. This 
asymmetry favors price increases over price decreases.
---------------------------------------------------------------------------

    \9\ In some circumstances AIRM will cap the floor plan 
recommended price increase at a five percent increase.
---------------------------------------------------------------------------

    152. The effect of these guardrails is intentionally asymmetric. 
AIRM and YieldStar recommend price increases generated by the model. 
But the guardrails reduce or eliminate certain proposed price decreases 
even though the model has determined such deviations may contravene the 
landlord's individual economic interest.

K. AIRM and YieldStar Harm the Competitive Process by Discouraging the 
Use of Discounts and Price Negotiations

    153. RealPage discourages landlords using AIRM and YieldStar from 
discounting rents. In the multifamily property industry, discounts 
typically consist of ``concessions,'' which are financial allowances 
(such as a free month's rent or waived fees) offered to incentivize 
renters. Concessions may be offered generally or negotiated 
individually with a potential tenant.
    154. In a competitive marketplace, each landlord may independently 
decide to offer concessions so that it can better compete in enticing 
lessors. But, again, RealPage seeks to replace fully independent, 
competitive decision-making with collective action by ending 
concessions. AIRM and YieldStar do not work as well when landlords use 
one-off or lumpy concessions. In its ``best practices'' for revenue 
management to landlords, RealPage's guidance is simple: ``Eliminate 
concessions.'' Detailed ``best practices'' documents for both YieldStar 
and AIRM users explain that ``concessions will no longer be used in 
conjunction with'' YieldStar and AIRM.
    155. When onboarding a new property, RealPage emphasizes the 
importance of accepting price recommendations without offering 
discounts, including ``no concessions.'' Concessions cause landlords to 
deviate from what RealPage determines is the maximum revenue-generating 
price.
    156. Landlords have worked to implement RealPage's requests. In one 
YieldStar training, Greystar explained that ``Concessions are gone!'' 
In a client-facing FAQ document about its revenue management products, 
RealPage explained that ``the vast majority of our clients have 
discontinued the use of concessions.'' A 2023 RealPage client 
presentation showed that the number of units offering concessions 
generally trended downward from approximately 30% of units in 2013 to 
under 15% in 2023. A client's refusal to offer concessions is bolstered 
by its awareness of competing landlords receiving the same advice from 
RealPage. In addition to discouraging discounts, RealPage discourages 
negotiating prices with renters. RealPage trains landlords that 
``YieldStar [or AIRM] is managing your Price,'' so the landlord's staff 
can focus on other things. The YieldStar or AIRM rent matrix is to be 
the source of prices that are given to a prospective renter. RealPage 
instructs leasing staff to provide prospective renters the specific 
price from the matrix that corresponds to the prospect's desired move-
in date, unit, and lease term. RealPage cautions landlords not to show 
renters the matrix itself.

L. AIRM and YieldStar Increase and Maintain Landlords' Pricing Power by 
Using Competitors' Data To Manage Lease Expirations

    157. Supply is a basic component of pricing. For this reason, 
information on a company's supply is highly sensitive, and its 
disclosure to competitors is particularly concerning. Yet AIRM and 
YieldStar use competitors' supply data precisely for the purpose of 
adjusting unit-level pricing, regardless of whether the landlord 
accepts the floor plan price recommendation. The goal of this ``lease 
expiration management'' is clear: As a RealPage senior manager 
explained for a client, using this data means that the client's 
property ``will remain in a position of pricing power.''
    158. The purpose of lease expiration management is to avoid too 
many units becoming available in the market at the same time. 
Expiration management only increases unit-level prices. It never 
reduces the price.
    159. Every landlord can choose to use ``market seasonality'' to 
inform its lease expiration management. As the name suggests, market 
seasonality adjusts the landlord's prices based on how many of its 
competitors' units will be vacant--that is, future supply. This feature 
is popular among landlords. For example, one of the largest landlords 
in the United States uses it in 98% of its properties. Every single 
property that uses market seasonality is leveraging RealPage's access 
to this highly sensitive, nonpublic data about its competitors' supply 
to inform pricing. RealPage trains landlords to turn on market 
seasonality as a best practice.
    160. When activated, the market seasonality function changes unit-
level prices across the different possible lease terms regardless of 
whether the landlord accepts the AIRM or YieldStar floor plan price 
recommendation.
    161. RealPage determines for landlords an important input into 
lease

[[Page 8576]]

expiration management: the expirations threshold. This threshold 
influences the point at which expiration premiums are added. The 
threshold calculation relies on nonpublic lease transaction data for 
the property's submarket and pulls from numerous RealPage products, 
including YieldStar, AIRM, OneSite, Business Intelligence, and 
Performance Analytics with Benchmarking. Landlords cannot adjust the 
expirations threshold.
    162. Fueled by competitor data, expiration management results in 
``increased stability'' and ``pricing power.'' Using competitors' data 
reduces the risk of overexposure that ``could erode rent roll growth.'' 
By adjusting price recommendations based on how much total supply is 
forecast in the market for a given time period, AIRM empowers landlords 
to charge higher prices than they could without access to competitors' 
nonpublic data.

M. No Procompetitive Benefit Justifies, Much Less Outweighs, RealPage's 
Use of Competitively Sensitive Data To Align Competing Landlords

    163. AIRM and YieldStar do not benefit the competitive process or 
renters. Any legitimate benefits of revenue management software can be 
achieved through less anticompetitive means, and any theoretical 
additional benefits of AIRM and YieldStar are not cognizable and 
outweighed by harm to the competitive process and to renters.

V. RealPage Uses Landlords' Competitively Sensitive Data To Maintain 
Its Monopoly and Exclude Commercial Revenue Management Software 
Competitors

    164. Landlords are not the only ones that benefit from RealPage's 
rental pricing practices. RealPage benefits too through maintaining its 
monopoly over commercial revenue management software for conventional 
multifamily housing rentals. In that market, RealPage's internal 
documents reflect that it commands an 80% share.
    165. RealPage's core value proposition creates a self-reinforcing 
feedback loop of data and scale advantages. The sharing of 
competitively sensitive information among rivals attracts more 
landlords that seek to maximize revenues and extract more money from 
renters. As a result of its exclusionary conduct, RealPage has been 
able to obstruct rival software providers from competing on the merits 
via revenue management products that do not harm the competitive 
process.
    166. Over time, RealPage has become more entrenched and has stymied 
alternatives unless they too enter into similar unlawful agreements 
with landlords to obtain and use nonpublic transactional data to price 
units. Even then, RealPage's unparalleled troves of competitively 
sensitive data provide an ill-gotten advantage.

N. Landlords Are Drawn to RealPage Because of Access to Nonpublic 
Transactional Data That Is Used To Increase Landlords' Revenue

    167. Landlords prize RealPage's accumulation of nonpublic 
transactional data from competing landlords. For example, Greystar 
noted that ``RealPage supplies the best set of transactional data 
available via their millions of units of data -- this becomes a 
valuable source of truth to our competitive landscape.'' In a training 
document for its employees, the same landlord explained that ``better 
data = better outcomes'' and that AIRM has ``over 15 million units of 
data available.'' From the perspective of Greystar, ``pricing decisions 
start with data'' and that precision in pricing ``comes from data 
driven decisions.'' Importantly, the landlord believed that AIRM's 
ability to ``examine data quality . . . each night'' via its property 
management software integrations, including guest card entry, ``plays 
an important role'' in pricing.
    168. As another example, Cushman & Wakefield identified this data 
as especially helpful in a dense market because of insights into 
competitors' actions in the market. The same landlord also concluded 
that the more data points, the better confidence a landlord has in 
RealPage's rental recommendations. According to Cushman & Wakefield, 
more data--especially data about concessions--enabled the landlord to 
make better decisions because it showed the landlord where the market 
stood. Cushman & Wakefield's director of revenue management explained 
to a colleague that YieldStar ``collects about 14 MILLION transactional 
lease data across the US and has over 20 years of historical records.'' 
The director acknowledged that ``[t]his is huge! Essentially, this is a 
window into the market and the shifts we are going to experience . . . 
Having insight into this data, allows [landlords] to make changes with 
the dynamic changes in the market.''
    169. Willow Bridge, who compared AIRM to another commercial revenue 
management software product, noted that the competing product ``is 
about half of the cost and does a good job in reviewing rents and 
making recommendations but does it without the additional reporting 
capabilities and market data that AIRM uses.'' Ultimately, this 
landlord decided to push their owner clients towards AIRM. The 
landlord's decision to use AIRM was in part based on receiving ``more 
accurate and time sensitive data'' and noted that, although revenue 
management is not changing, ``the amount of data and how that 
information is used to grow revenue is bigger and better than ever'' 
with AIRM.
    170. Landlords want access to RealPage's transactional data because 
RealPage advertises, and landlords believe, that the use of this data 
will increase a landlord's revenue. ``Due to the amount of data 
RealPage possesses,'' Greystar explained, RealPage developed AIRM ``to 
leverage machine learning to improve both the supply and demand 
modeling and provide a tool to further customize to each asset's 
needs.'' The materials sent to the landlord's clients also included a 
flyer explaining that AIRM will ``outperform the market 2-7% year over 
year'' and that it provides ``[a]ctionable intelligence derived from 
the industry's largest lease transaction database of 13M+ units.''
    171. Landlords view the lack of access to transactional data as a 
significant shortcoming in other commercial revenue management 
software. One landlord received a request from a property owner client 
for information on YieldStar and how it compared to another commercial 
revenue management product. A landlord executive explained that 
YieldStar was backed by robust data and ``millions of units of 
transactional data to support not only their demand and forecast 
modeling but also their market/competitive set information.'' She 
concluded that the other revenue management software was ``in a 
completely different class'' than YieldStar. More than two years later, 
the same executive again concluded that this company's new revenue 
management product was inferior to AIRM because AIRM had far more 
transactional data, supported by RealPage's Market Analytics survey 
data. In another example, a different landlord compared multiple 
commercial revenue management products to RealPage's YieldStar. He 
concluded that a major weakness of these alternatives was that they 
lacked access to transactional data on competitors' rents.

O. RealPage's Collection and Use of Competitively Sensitive Data 
Excludes Competition in Commercial Revenue Management Software

    172. RealPage recognizes the barriers to competition on the merits 
that its data, scale, and business model provide. RealPage understands 
that ``pricing decisions start with data.'' RealPage

[[Page 8577]]

explains to its clients that ``[t]he data entered into your [property 
management software] and collected each night, along with current 
market data (and lead data if OneSite) provides insight into 
advantageous demand drivers, identifies revenue risk and opportunity, 
and captures this competitive landscape for informed pricing.''
    173. This data and scale advantage is significant and creates a 
feedback loop that further increases barriers to competition for 
commercial revenue management software. RealPage touts its access to an 
``unmatched database.'' In one case from 2023, a RealPage sales 
representative noted that RealPage's ``revenue management is the most 
widely adopted solution in the industry'' and RealPage had 
``approximately 4.8M units on revenue management.'' In a 2023 
presentation for AIRM, RealPage advertised that the ``[a]mount of data 
we have (~17mm units) is unique to RealPage'' and that the ``[q]uality 
of data is best in class given that it is `Lease Transaction Data.' '' 
RealPage claimed this ``supports that fact that the industry views 
RealPage as the source of truth for performance data.''
    174. RealPage has used this competitively sensitive data to develop 
an AI-driven revenue management solution that leverages the scale and 
scope of its data. RealPage's plan to use this database as fuel for its 
AI pricing model is spelled out in a Go-To-Market summary from 2019. In 
that document, RealPage describes that:

    RealPage can achieve $10 Million in organic ACV growth through 
delivery of the next generation of revenue management. Failure to do 
so reduces the opportunity to harvest gains from our $300M 
investment in LRO and places a portion of current $100M revenue 
management revenue at risk to emerging competitors, including Yardi 
and low-cost alternatives that say `all revenue management is the 
same.' Over time we can sunset YieldStar and LRO reducing expense, 
and leverage LRO capabilities as a revenue management lite offering.

    175. This plan came to fruition with the introduction of AIRM. In a 
RealPage training presentation from February 2020--right before the 
launch of AIRM--RealPage discusses a new optimization solution that is 
built on the ``RealPage Foundation'' which is defined as ``13.5m units 
of lease transactional data informing our models with real actionable 
intelligence in near real time.'' As described earlier in the deck, 
RealPage's competitors ``lack the foundational capabilities on which to 
build upon'' leaving RealPage with the possibility ``to tie together 
each capability . . . in a single view.''
    176. RealPage knows that its rivals do not have access to similar 
data sets. In one presentation from 2022, RealPage discussed competing 
revenue management products from Yardi and Entrata. Yardi and Entrata 
have fewer than 250,000 units, RealPage concluded, while RealPage had 
at least 4 million. Unlike RealPage, Yardi had a limited data set that 
used data only from Yardi's property management software. RealPage 
likewise explained that Entrata lacked much data outside of student 
housing and Entrata's revenue management software worked only with its 
own property management software, meaning Entrata could not pull data 
from RealPage's OneSite or other property management software products. 
RealPage further criticized manual in-house pricing options for having 
biased data, introducing errors through manual pricing, and being 
inefficient.
    177. RealPage pitches prospective clients on its unique access to 
and use of nonpublic transactional data that is competitively 
sensitive. In 2021, RealPage discussed internally how to pitch AIRM to 
a prospective client who was considering an alternative revenue 
management solution. A RealPage employee pointed to the competitor's 
lack of ``AI driven competitor information derived from lease 
transaction data.'' Another employee added that the salesperson should 
amplify the prospective client's concerns about the competitor's lack 
of nonpublic transactional data, comparing it to buying a ``Ferrari 
without an engine.'' RealPage's chief economist concurred.
    178. RealPage's use of competitors' nonpublic transactional data 
provides it an important advantage on pricing renewals. Information on 
renewals is not available publicly. Competing revenue management 
vendors who do not use nonpublic, competitively sensitive data are left 
partially blind to this important part of the rental market. In 2022, a 
RealPage salesperson stressed this advantage to a prospective client 
who was also considering a competing commercial revenue management 
solution. The salesperson noted the lease transaction data RealPage 
collected on a nightly basis and declared that RealPage had an 
``unequaled ability to stress test renewals nightly and drive amenity 
optimization.''
    179. RealPage recognizes that its use of competitively sensitive 
data minimizes any competitive pressure it faces. A RealPage senior 
vice president explained in a strategy document that RealPage's unique 
nonpublic data on leasing decisions was a ``data moat,'' protecting 
RealPage from competitors. In 2020 RealPage's chief economist noted 
that RealPage's access to this data was a ``major competitive 
advantage'' and a ``major reason we can do what we do.'' In 2021 a 
prospective client asked RealPage why AIRM cost three times the amount 
of a competing revenue management product. Internally, a RealPage 
employee pointed to AIRM leveraging daily transactional data of over 13 
million units to collect competitors' rents and forecast demand. He 
noted that multiple large landlords had refused to adopt the competing 
revenue management product rather than AIRM even when the competitor 
offered it for free. The same RealPage employee explained to another 
client that RealPage's leveraging of lease transaction data--with 
access to confidential data for over 14 million units--was a key 
advantage over a competing commercial revenue management provider.
    180. In June 2023 a landlord emailed RealPage and asked, ``who are 
your competitors?'' A RealPage sales executive responded, ``Our revenue 
management solution does not have any true competitors, mainly because 
our data is based on real lease transaction data from all kinds of 
third-party property management systems . . . .''
    181. In addition, when discussing a potential entrant, a RealPage 
executive noted that the entrant needed ``to get the data to enable 
[revenue management].'' He further noted that [g]etting the data (and 
more modern methods) . . . will be hurdles for [the entrant].'' Another 
RealPage senior executive explained that shifting clients from LRO, 
which is less reliant on competitively sensitive information of rivals, 
to AIRM, which is very reliant on such information, reduced the threat 
from new entry when she noted that migrating LRO clients to AIRM was 
``critical to reducing the risk that may come from this new [entrant's] 
offering.''
    182. RealPage's power and conduct in connection with commercial 
revenue management software serves to exclude rivals and maintain its 
monopoly power. RealPage has ensured rivals cannot compete on the 
merits unless they enter into similar agreements with landlords, offer 
to share competitively sensitive information among rival landlords, and 
engage in actions to increase compliance. As a result of its 
exclusionary conduct, RealPage has been able to obstruct rival software 
providers from competing via revenue management products that do not 
harm the competitive process in addition to cementing its massive data 
and scale

[[Page 8578]]

advantage that keeps increasing due to feedback effects.

VI. Relevant Markets

P. Conventional Multifamily Rental Housing Markets

1. Product Markets
    183. Conventional multifamily rental housing is a relevant product 
market. Conventional multifamily rental housing includes apartments 
available to the general public in properties that have five or more 
living units. Conventional rental housing does not include student 
housing, affordable housing, age-restricted or senior housing, or 
military housing. This product market reflects consumer preferences, 
industry practice, and governmental policy.
    184. In 2023, RealPage estimated the conventional multifamily 
rental market to cover approximately 14 million units. The 2021 
American Housing Survey estimated a total of 21.1 million multifamily 
apartments--not limited to conventional--in the United States.
(a) Conventional Multifamily Rentals Are Distinct From Other Types of 
Multifamily Housing
    185. Other types of multifamily apartment buildings are not good 
substitutes for conventional multifamily rentals. Some kinds of 
multifamily buildings are restricted to specific types of renters, such 
as student housing units, affordable housing units (i.e., income-
restricted housing), senior (i.e., age-restricted) housing, and 
military housing. These housing units focused on different classes of 
renters are not reasonable substitutes for conventional multifamily 
rentals. RealPage distinguishes conventional multifamily as being in a 
different market segment from senior, affordable, and student housing 
in the ordinary course of business.
    186. Non-conventional units are not widely available to all renters 
and can exhibit different buying patterns. For example, student housing 
serves individuals enrolled in higher education and is typically 
located on or near universities. Student housing is typically leased by 
the bed instead of by unit, and faces a significantly different leasing 
cycle and different patterns in renewals and leasing practices. 
Recognizing these differences, RealPage will assign to student 
properties surrogates that are distant student assets rather than 
nearby conventional assets. RealPage in fact offers a different version 
of both AIRM and OneSite, its property management software, for the 
``student market.''
    187. Affordable housing units are available only to individuals or 
households whose income falls below certain thresholds. Multiple 
federal affordable housing regulations, for example, require 
participants in affordable housing programs to have incomes lower than 
a set percentage, such as 30%, of the median family income in the local 
area. Affordable housing units are also relatively scarce, with 
families seeking such housing often waiting years on a waitlist. These 
legal and practical restrictions prevent affordable housing from being 
a reasonable substitute to conventional multifamily housing for the 
typical renter.
    188. Senior housing is typically restricted to individuals aged 55 
and older. RealPage separates senior housing into four categories: 
independent living, assisted living, memory care, and nursing care. 
Independent living offers senior-focused amenities--such as 
transportation, meals, and social gatherings among community members--
that materially increase housing costs and are less desirable to 
younger households. The other three categories of senior housing 
provide professional or special care to assist renters with basic tasks 
like eating, bathing, and dressing, and they are not reasonable 
substitutes for conventional multifamily rentals.
    189. Military housing is also not a reasonable substitute to 
conventional multifamily rentals. It is typically geographically 
proximate to military installations, with roughly 95% of military 
housing found on-base. Although civilians may in some cases be able to 
live in military housing properties experiencing low occupancy rates, 
military regulations place them below five higher-priority categories 
of potential renters, including active and retired military personnel.
(b) Single-Family Housing Is Not a Reasonable Substitute to Multifamily 
Rentals
    190. The multifamily industry, government regulators, and policy 
documents distinguish between properties with at least five units, 
which are classified as ``multifamily housing'' and those with fewer 
units, which are classified as ``single-family rentals.''
    191. The purchase of single-family or other types of homes is not a 
reasonable substitute for conventional multifamily housing rentals. A 
former RealPage economist explained that ``the choice between renting 
and owning is first and foremost a life stage and lifestyle choice over 
a financial one.'' Single-family homes also generally require a 
substantial down payment. In March 2023, a RealPage economist estimated 
an ``entry premium'' of $800 per month to home ownership over rentals. 
According to a 2021 RealPage strategic planning guide, the ``myth'' 
that people were abandoning multifamily properties for single-family 
homes is false, stating that ``rising home sales do not hurt apartment 
demand.'' Single-family home sales are not reasonable substitutes for 
conventional multifamily housing.
    192. More broadly, renters living in conventional multifamily 
apartments will not switch to single-family homes--purchases or 
rentals--because of a small increase in rent. The decision to move from 
an apartment building to a single-family home is primarily a life-stage 
and lifestyle choice. For example, the decision by a household to have 
children may spur a move to a single-family home. In many areas, 
relatively few children live in conventional multifamily apartments. 
Multifamily apartments typically offer community amenities and a 
different lifestyle, such as high walkability in an urban area, whereas 
single-family homes generally do not offer the same amenities and offer 
instead increased privacy, including private yards. A RealPage analyst 
explained in 2022 that because a move to a single-family home is a 
``lifestyle choice,'' single-family home rentals were not direct 
competitors to multifamily rental housing. A 2022 RealPage deck, shared 
with a landlord, stated that multifamily rentals and single-family 
rentals were ``complementary, not competitive,'' and targeted different 
renters, with different floor plans, in different locations. Another 
RealPage analyst explained to a multifamily property owner that single-
family rentals offer a different renter profile than multifamily 
rentals.
    193. Industry participants agree that single-family rentals attract 
a different pool of renters from multifamily rentals. A managing 
director of a single-family rental property management company 
explained in 2021 that a renter's journey from multifamily apartment 
living to single-family rentals came as life stages evolved. The CEO of 
a single-family rental developer similarly explained that these single-
family rental homes are for renters who age out of multifamily 
apartments.
    194. Single-family rentals are also typically priced higher than 
multifamily apartments, further reducing potential substitution between 
them. The chairman of one institutional multifamily property owner 
explained in a 2022 earnings call that multifamily housing was 
relatively affordable

[[Page 8579]]

compared to single-family rentals. An industry price index showed that, 
in March 2024, single-family rent was approximately 18% higher than 
multifamily rent.
(c) Conventional Multifamily Rental Units With Different Bedroom Counts 
Are Relevant Product Markets
    195. Different bedroom floor plans also constitute relevant product 
markets. A key criterion by which a current or prospective renter 
searches for a rental unit is the number of bedrooms. One-bedroom units 
are substitutes for other one-bedroom units, two-bedroom units are 
substitutes for other two-bedroom units, and so forth. Individual 
renters may change their desired numbers of bedrooms, but this is 
typically tied to changes in circumstance independent from price. For 
example, the birth of a new child may require a family to shift from a 
one-bedroom unit to a two-bedroom unit.
    196. RealPage adopts this practical reality in the ordinary course 
of business. For every property using AIRM or YieldStar, RealPage maps 
peer floor plans. These mapped floor plans capture reasonable 
substitutes for the subject property floor plan and reflect the 
perceived market by a prospective renter.
    197. To be selected as a peer, a floor plan must have the same 
number of bedrooms. A RealPage employee explained the mapping process 
to a client: ``we are looking specifically at the bedroom level. The 
tool will only map 2b[edroom] with 2b[edroom] or 1b[edroom] with 
1b[edroom].'' The object of mapping peers is to mirror the prospect 
buying experience by identifying properties that a potential tenant 
will see in online searches when searching for a particular floor plan 
and price range.
[GRAPHIC] [TIFF OMITTED] TN30JA25.003

    198. AIRM and YieldStar price the different floor plans, which 
consist of different numbers of bedrooms, independently. RealPage 
testified that the model considers no cross-price elasticity between 
different floor plans: ``when you set up the different floor plans, a 
one bedroom, a two bedroom, or three bedroom, those are completely 
independent. . . . [T]here's no influence in what the pricing is for 
the two bedrooms, for example . . . has no influence on what the 
pricing is for the one bedrooms.'' Landlords also take steps to 
maintain a pricing spread between one- and two-bedroom units and avoid 
pricing one-bedrooms at a higher rate than two-bedroom units.
    199. Landlords recognize that units with different bedroom counts 
face different demand from renters. For example, Greystar explained 
internally in 2022 that demand for studio apartments differs from 
demand for three-bedroom units. A separate 2023 training by Greystar 
reiterated that demand trends, and therefore pricing trends, differ by 
bedroom counts and that staff should not react to a downward trend in 
one category, such as two bedrooms, with discounts in one- or three-
bedroom units. At another time, Greystar emphasized the benefit of 
RealPage's lease expiration management feature because it is managed at 
the bedroom level--not at the property level--so it could match 
seasonal demand for units with that specific number of bedrooms. A 
revenue manager at Willow Bridge similarly explained to colleagues that 
one-bedroom units have drastically different demand patterns from two-
bedroom units and from three-bedroom units.
2. Geographic Markets
    200. Defining relevant geographic markets help courts assess the 
potential anticompetitive impact of the agreements challenged. Here, 
the relevant geographic markets for the purposes of analyzing the 
anticompetitive effects of RealPage's agreements with landlords are the 
areas in which the sellers (the landlords) sell and in which the 
purchasers (potential renters) can practicably turn for alternatives. 
RealPage's agreements are alleged to have suppressed price competition 
in the markets for conventional multifamily housing. The relevant 
geographic markets to assess those agreements are those property 
locations close enough for their apartments to be considered reasonable 
substitutes. In delineating a geographic market for conventional 
multifamily

[[Page 8580]]

housing, the focus is inherently local. Renters are typically tied to a 
particular location for work, family, or other needs.
    201. RealPage recognizes the local nature of geographic markets. 
One RealPage former employee explained that under ``Real Estate 101 
rules, real estate is local, local, local.'' Another RealPage former 
chief economist noted that an effective evaluation of a property's 
performance must be done in comparison to similar properties in the 
property's neighborhood because competitive conditions in the 
neighborhood could differ widely from the city at large. When training 
landlords on lease expiration management, two RealPage executives 
explained that market seasonality was based on the most accurate 
geographic level, such as zip code, neighborhood, or submarket. They 
further explained that renters typically move locally. Similarly, a 
former property manager explained that potential tenants will look at a 
small number of properties in the same neighborhood, and it is on that 
neighborhood level where competition occurs among multifamily 
properties. This individual testified, ``location really does matter in 
real estate.''
    202. RealPage has created a tool called True Comps. Used in 
performance benchmarking products that provide decisional support to 
AIRM and YieldStar, True Comps provides a more accurate mapping of 
competitor properties. It uses an algorithm to find the properties most 
comparable to the subject property, as measured by characteristics 
including distance, effective rent, age, property height, and unit 
count and mix. By default, True Comps picks competitors within a 15-
mile radius. In scoring distance, True Comps applies a ``highly-
punitive model''--the distance score drops from 99% for a distance of 
0.05 miles, to 56% for a distance of 2 miles, and to 10% for a distance 
of 8 miles. Thus, RealPage acknowledges and incorporates small 
geographic areas as the appropriate location in which to find true 
competitive alternatives.
    203. During a property's implementation process, AIRM and YieldStar 
require the mapping of peer properties, including competitors. RealPage 
starts by looking for competitors within a half-mile radius from the 
subject property and then expands as necessary. Geographic proximity is 
in fact so important that YieldStar has a default radius that limits 
its search for competing properties to no more than 5 miles in urban 
settings, and to no more than 10 miles in suburban settings. RealPage 
has an internal process for escalating any proposed peer property that 
is more than 15 miles away.
(a) RealPage-Defined Submarkets Identify Relevant Geographic Markets
    204. RealPage defines geographic submarkets in the ordinary course 
of business. Each submarket reflects the geographic area, defined by a 
set of zip codes, that features similar properties that compete for the 
same pool of potential renters. In constructing submarkets, which are 
generally larger than its neighborhoods, RealPage considers major 
roads, city and county boundaries, and school districts. RealPage also 
considers socioeconomic factors and apartment market characteristics, 
such as the age of properties and rental rates.
    205. Even within a city, apartment demand varies significantly 
based on factors such as employment. Supply may also vary widely as 
existing properties and new construction may be located in different 
parts of a city. A former RealPage chief economist explained that 
because ``real estate is very local . . . you typically want to take a 
. . . more narrow view if you can on what's going on in any given 
submarket.'' \10\
---------------------------------------------------------------------------

    \10\ RealPage also tracks data at a more granular level than a 
submarket, called a neighborhood.
---------------------------------------------------------------------------

    206. The multifamily industry recognizes submarkets as an important 
geographic area for analyzing competition and pools of renters. 
Multiple industry analysts offer data by submarkets. A revenue 
management director at Greystar testified about a submarket that 
``everybody in our industry uses this term.'' She further stated that 
submarkets are a standard categorization system, used by RealPage and 
others, including to benchmark a subject property's performance with 
comparable properties. A revenue manager at Cushman & Wakefield 
circulated a scorecard comparing performance to the submarket, and 
exclaimed that ``we're perfectly aligned with the submarket'' on rent 
roll.
    207. A revenue management executive at Willow Bridge testified that 
submarkets identify specific, smaller areas of a city where renters 
look to live to be close to schools or work. This executive testified 
that submarkets typically identify the area within which a renter is 
comparing apartment options. This landlord tracks other properties' 
rents in a subject property's submarket to make sure the subject 
property remains competitive, and if rents in a submarket increased, 
then the landlord expected that its property in that submarket would 
also raise its rents.
    208. Appendix A lists RealPage-defined submarkets that identify 
relevant local markets in which the agreements among RealPage and 
landlords to share nonpublic, competitively sensitive information for 
use in pricing conventional multifamily rentals have harmed, or are 
likely to harm, competition and thus renters.
    209. The RealPage-defined submarkets identified in Appendix A are 
relevant markets in which the agreements between RealPage and AIRM and 
YieldStar users to align pricing has harmed, or is likely to harm, 
competition and thus renters. In each of these markets, the penetration 
rate for AIRM and YieldStar ranges from at least around 26% to 69%, and 
for AIRM, YieldStar, and OneSite ranges from at least around 30% to 
78%.\11\ In each of these markets, the landlords using AIRM or 
YieldStar and/or sharing competitively sensitive information 
collectively have market power.
---------------------------------------------------------------------------

    \11\ Including penetration rates for RealPage's Business 
Intelligence and Performance Analytics with Benchmarking products, 
which landlord users agree to share nonpublic data with RealPage 
that RealPage then uses in AIRM and YieldStar, would increase the 
data penetration rates subject to unlawful agreements for these and 
all other relevant conventional multifamily rental housing markets 
identified in the Complaint.
---------------------------------------------------------------------------

    210. Appendix B identifies submarkets by bedroom count that are 
relevant markets in which the agreements between RealPage and 
landlords, and agreements among landlords, to share nonpublic, 
competitively sensitive information for use in pricing conventional 
multifamily rentals have harmed, or are likely to harm, competition and 
thus renters.
    211. The markets identified in Appendix B are relevant markets in 
which the agreements between RealPage and AIRM and YieldStar users to 
align pricing collectively have harmed, or are likely to harm, 
competition and thus renters. In each of these markets, the penetration 
rate for AIRM and YieldStar ranges from at least around 26% to 79%, and 
for AIRM, YieldStar, and OneSite ranges from at least around 30% to 
over 80%. In each of these markets, the landlords using AIRM or 
YieldStar and/or sharing competitively sensitive information 
collectively have market power.
(b) Core-Based Statistical Areas (CBSAs) Are Relevant Geographic 
Markets
    212. A core-based statistical area (CBSA) is also a relevant 
geographic market. A CBSA is a geographic area based on a county or 
group of counties.

[[Page 8581]]

A CBSA has at least one core of at least 10,000 individuals. A CBSA 
includes adjacent counties that have a high degree of social and 
economic integration with the core, as measured by commuting ties. A 
CBSA includes both metropolitan statistical areas and micropolitan 
statistical areas. A CBSA includes the set of reasonable conventional 
multifamily rental alternatives to which a renter would turn in 
response to a small but significant, nontransitory price increase.
    213. RealPage itself tracks CBSAs in the ordinary course of 
business and refers to them as ``markets.''
    214. Table 1 identifies relevant markets in which the agreements 
between RealPage and landlords, and agreements among landlords, to 
share nonpublic, competitively sensitive information for use in pricing 
conventional multifamily rentals collectively have harmed, or are 
likely to harm, competition and/or consumers. In each of these markets, 
the penetration rate for AIRM and YieldStar ranges from at least around 
26% to 37%, and for AIRM, YieldStar, and OneSite ranges from at least 
around 35% to 45%. Three of these markets are located in North 
Carolina.

                               Table 1--Core-Based Statistical Area (CBSA) Markets
----------------------------------------------------------------------------------------------------------------
    Core-based statistical area (CBSA)
                 markets                          YS/AIRM 30% or more             YS/AIRM/OneSite 30% or more
----------------------------------------------------------------------------------------------------------------
Atlanta-Sandy Springs-Roswell, GA........  Yes..............................  Yes.
Austin-Round Rock, TX....................  Yes..............................  Yes.
Charleston-North Charleston, SC..........  .................................  Yes.
Charlotte-Concord-Gastonia, NC-SC........  Yes..............................  Yes.
Dallas-Fort Worth-Arlington, TX..........  Yes..............................  Yes.
Denver-Aurora-Lakewood, CO...............  Yes..............................  Yes.
Durham-Chapel Hill, NC...................  Yes..............................  Yes.
Nashville-Davidson--Murfreesboro--         .................................  Yes.
 Franklin, TN.
Orlando-Kissimmee-Sanford, FL............  Yes..............................  Yes.
Raleigh, NC..............................  Yes..............................  Yes.
----------------------------------------------------------------------------------------------------------------

    215. The markets identified in Table 1 are relevant markets in 
which the agreements between RealPage and AIRM and YieldStar users to 
align pricing collectively have harmed, or are likely to harm, 
competition and thus renters.
    216. Table 2 identifies relevant CBSAs by bedroom counts that are 
relevant markets in which the agreements between RealPage and 
landlords, and agreements among landlords, to share nonpublic, 
competitively sensitive information for use in pricing conventional 
multifamily rentals collectively have harmed, or are likely to harm, 
competition and/or consumers. In each of these markets, the penetration 
rate for AIRM and YieldStar ranges from at least around 27% to 42%, and 
for AIRM, YieldStar, and OneSite ranges from at least around 33% to 
45%.

                      Table 2--Core-Based Statistical Area (CBSA) Markets by Bedroom Count
----------------------------------------------------------------------------------------------------------------
  Core-based statistical area (CBSA)    Number of
               markets                     beds          YS/AIRM 30% or more        YS/AIRM/OneSite 30% or more
----------------------------------------------------------------------------------------------------------------
Atlanta-Sandy Springs-Roswell, GA....            1  Yes.........................  Yes.
Atlanta-Sandy Springs-Roswell, GA....            2  Yes.........................  Yes.
Austin-Round Rock, TX................            1  Yes.........................  Yes.
Austin-Round Rock, TX................            2  Yes.........................  Yes.
Charleston-North Charleston, SC......            1  Yes.........................  Yes.
Charleston-North Charleston, SC......            2  ............................  Yes.
Charlotte-Concord-Gastonia, NC-SC....            1  Yes.........................  Yes.
Charlotte-Concord-Gastonia, NC-SC....            2  Yes.........................  Yes.
Dallas-Fort Worth-Arlington, TX......            1  Yes.........................  Yes.
Dallas-Fort Worth-Arlington, TX......            2  Yes.........................  Yes.
Denver-Aurora-Lakewood, CO...........            1  Yes.........................  Yes.
Denver-Aurora-Lakewood, CO...........            2  Yes.........................  Yes.
Durham-Chapel Hill, NC...............            1  Yes.........................  Yes.
Durham-Chapel Hill, NC...............            2  Yes.........................  Yes.
Nashville-Davidson--Murfreesboro--               1  Yes.........................  Yes.
 Franklin, TN.
Nashville-Davidson--Murfreesboro--               2  ............................  Yes.
 Franklin, TN.
Orlando-Kissimmee-Sanford, FL........            1  Yes.........................  Yes.
Orlando-Kissimmee-Sanford, FL........            2  Yes.........................  Yes.
Raleigh, NC..........................            1  Yes.........................  Yes.
Raleigh, NC..........................            2  Yes.........................  Yes.
----------------------------------------------------------------------------------------------------------------

    217. The markets identified in Table 2 are relevant markets in 
which the agreements between RealPage and AIRM and YieldStar users to 
align pricing collectively have harmed, or are likely to harm, 
competition and thus renters.
    218. Even assuming available land and no regulatory constrictions, 
local markets for conventional multifamily rental housing feature 
substantial barriers to entry. Landlords seeking to respond to rising 
rental prices by expanding supply, rather than simply acquiring an 
existing property, typically face substantial lead times to construct a 
new multifamily property. Additionally, there are significant upfront 
capital costs, including to fund expenditures on building material and 
labor, that are recuperated over time,

[[Page 8582]]

which may require landlords to secure financing.

Q. Commercial Revenue Management Software Market

    219. RealPage has monopoly power in the market for commercial 
revenue management software for conventional multifamily housing 
rentals in the United States, with a durable market share over 80%, 
according to internal documents and other information.
1. Product Market
    220. Commercial revenue management software for conventional 
multifamily housing rentals is a relevant antitrust product market.
    221. Other methods for pricing conventional multifamily housing 
units are not reasonable substitutes for commercial revenue management 
software. RealPage and others in the industry recognize that revenue 
management software companies for multifamily housing units compete 
primarily against each other and not manual or do-it-yourself pricing 
methods.
    222. Internal documents from RealPage refer specifically to 
commercial revenue management for multifamily housing and recognize 
RealPage's substantial market share. For example, a 2021 strategy 
presentation described RealPage as ``the market leader in commercial 
revenue management for multifamily [housing] with 45 of the 50 Top NMHC 
Owner and Operators'' all using RealPage's revenue management products.
    223. A presentation to RealPage's board in 2022 noted that 
``[RealPage] has gained [the] pole position in Revenue Management 
largely through the success of AI Revenue Management, which has become 
RealPage's leading differentiating product.'' Additionally, the 
presentation described how ``Revenue Management is experiencing strong 
growth driven by AIRM'' due to its ``PMS agnostic approach'' which 
gives RealPage the ability to aggregate data from its clients resulting 
in ``revenue management [that] has achieved a market share of 95% of 
the top 50 owners and operators.''
    224. RealPage acknowledges its market power and durable market 
position. A 2023 RealPage presentation reviewing the use of artificial 
intelligence in property technology noted that ``RealPage is already 
the de facto market leader in certain key areas at leveraging AI for 
multifamily proptech'' and shows ``revenue management'' as the area 
where it is the furthest ahead.'' Later, the same presentation noted 
that RealPage's current offer for revenue management is ``best-in-
class'' and that ``[n]o other company is cross-pollinating their 
pricing tools with data in a way similar to [RealPage].'' As early as 
2019, a RealPage presentation for clients stated that RealPage ``has 
around 80% of the Revenue Management market share.'' That share has 
proved durable over time. In 2023, during a sales pitch to a property 
owner, a RealPage representative noted that ``[RealPage] has 80% to 85% 
of the market share with the closest competitor around 12% (<750K 
units).''
    225. In late 2021, a RealPage employee preparing competitor 
intelligence explained to RealPage's chief economist that RealPage 
``dominate[d]'' revenue management. He added that RealPage 
``dominate[d]'' Yardi and Entrata, which are the next two largest 
commercial revenue management competitors.
    226. RealPage's monopoly power is protected by barriers to entry, 
including the unlawful collection and use of competitors' nonpublic 
transactional data on millions of multifamily units.
    227. Landlords also recognize RealPage's substantial market share 
and market power over commercial revenue management software. In 2024, 
a landlord revenue management executive testified that manual pricing 
does not compete with AIRM. The same landlord pitched YieldStar to its 
owner clients by explaining that ``it's evident manual pricing cannot 
solve at the level a revenue management tool can.''
    228. In a 2023 pricing dispute with a large landlord, RealPage 
refused to lower the price for its AIRM software. In response, an 
employee employed by the landlord noted that it was no surprise they 
would not decrease their price, remarking that ``[h]ere is the joy of a 
monopoly on a product category.'' In 2021, a different landlord 
commented that ``the entire industry is feeling the monopolizing 
effects of RealPage right now and everyone is hungry for a new 
product.'' A third landlord noted during AIRM renewal negotiations in 
2022 that it had no options besides RealPage, with a senior executive 
stating about RealPage, ``too bad they have a monopoly going here!'' 
Also in 2022, a fourth landlord, in the face of RealPage pushing a 400% 
increase in annual revenue management costs over a five-year period, 
bemoaned the ``limited competition in the market around revenue 
management tools'' and how ``the industry desperately needs a solid 
competitor,'' and then discussed a plan to ``incubate a viable 
alternative to AIRM in the future.'' In 2024, that alternative had less 
than one half of one percent market share.
2. Geographic Market
    229. The United States is a relevant geographic market for 
commercial revenue management software. RealPage sells its commercial 
revenue management software in the United States and tracks its 
business in the United States in the ordinary course of business. 
RealPage sets its subscription prices on a nationwide basis. Further, 
RealPage can deploy its commercial revenue management software, which 
may use inputs from properties located throughout the country, in any 
U.S. state. Landlords in the United States purchase commercial revenue 
management software from RealPage to set rental prices for renters in 
the United States. Many landlords have centralized revenue management 
teams that set nationwide revenue management policies and conduct 
revenue management trainings for their employees across the United 
States.

VII. Jurisdiction, Venue, and Commerce

    230. The United States brings this action pursuant to Section 4 of 
the Sherman Act, 15 U.S.C. 4, to prevent and restrain RealPage's 
violations of Sections 1 and 2 of the Sherman Act, 15 U.S.C. 1, 2.
    231. The Attorneys General assert these claims based on their 
independent authority to bring this action pursuant to Section 16 of 
the Clayton Act, 15 U.S.C. 26, and common law, to obtain injunctive and 
other equitable relief based on RealPage's anticompetitive practices in 
violation of Sections 1 and 2 of the Sherman Act, 15 U.S.C. 1, 2.
    232. The Attorneys General are the chief legal officers of their 
respective States. They have authority to bring actions to protect the 
economic well-being of their States and their residents, and to seek 
injunctive relief to remedy and protect against harm resulting from 
violations of the antitrust laws.
    233. This Court has subject matter jurisdiction over this action 
under Section 4 of the Sherman Act, 15 U.S.C. 4, and 28 U.S.C. 1331, 
1337(a), and 1345.
    234. The Court has personal jurisdiction over RealPage, Inc. 
(``RealPage''); venue is proper in this District under Section 12 of 
the Clayton Act, 15 U.S.C. 22, and under 28 U.S.C. 1391 because 
RealPage transacts business and resides within this District.
    235. RealPage is a privately-owned company organized and existing 
under the laws of the State of Delaware and is headquartered in 
Richardson, Texas. It

[[Page 8583]]

is registered to do business in the State of North Carolina as a 
foreign corporation offering software solutions for the multifamily 
housing industry and software as a service.
    236. RealPage engages in, and its activities substantially affect, 
interstate trade and commerce. RealPage provides a range of products 
and services that are marketed, distributed, and offered to consumers 
throughout the United States and across state lines.
    237. The Court has personal jurisdiction over Camden Property Trust 
(``Camden''); venue is proper in this District under Section 12 of the 
Clayton Act, 15. U.S.C. 22, and under 28 U.S.C. 1391 because Camden 
transacts business and resides within this District.
    238. Camden is a publicly-traded multifamily company organized 
under the laws of the State of Delaware and is headquartered in 
Houston, Texas. Camden is registered to do business in the State of 
North Carolina. Camden owns or manages at least one multifamily rental 
property using AIRM within this District.
    239. Camden engages in, and its activities substantially affect, 
interstate trade and commerce. Camden owns or manages multifamily 
rental units across the United States, including within this District. 
Camden's rental properties are marketed and offered to consumers 
throughout the United States and across state lines.
    240. The Court has personal jurisdiction over Cortland Management, 
LLC (``Cortland''); venue is proper in this District under Section 12 
of the Clayton Act, 15. U.S.C. 22, and under 28 U.S.C. 1391 because 
Cortland transacts business and resides within this District.
    241. Cortland is a privately-owned company organized under the laws 
of the State of Delaware and is headquartered in Atlanta, Georgia. 
Cortland is responsible for the management of multifamily rental 
housing properties, either directly owned by an affiliated entity or 
other third-party owners of multifamily housing properties. Cortland is 
registered to do business in the State of North Carolina. Cortland owns 
or manages multiple multifamily rental properties within this District, 
which use (or recently used) AIRM. Cortland has a registered agent for 
service of process in this District.
    242. Cortland engages in, and its activities substantially affect, 
interstate trade and commerce. Cortland owns or manages multifamily 
rental units across the United States, including within this District. 
Cortland's rental properties are marketed and offered to consumers 
throughout the United States and across state lines.
    243. The Court has personal jurisdiction over Cushman & Wakefield, 
Inc. (``Cushman & Wakefield'') and Pinnacle Property Management 
Services, LLC (``Pinnacle''); venue is proper in this District under 
Section 12 of the Clayton Act, 15 U.S.C. 22, and under 28 U.S.C. 1391 
because Cushman & Wakefield, including its subsidiary Pinnacle, 
transacts business and resides within this District.
    244. Cushman & Wakefield is organized under the laws of the State 
of New York and is headquartered in Chicago, Illinois. Cushman & 
Wakefield's multifamily rental property business is operated through 
its subsidiary Pinnacle, and also under the Cushman & Wakefield name 
since acquiring Pinnacle in March 2020. Pinnacle is organized under the 
laws of the State of Delaware and is headquartered in Frisco, Texas. 
Pinnacle is registered to do business in the State of North Carolina. 
Cushman & Wakefield U.S., Inc. is also registered to do business in the 
State of North Carolina. Pinnacle owns or manages multiple multifamily 
rental properties using YieldStar within this District.
    245. Cushman & Wakefield engages in, and its activities 
substantially affect, interstate trade and commerce. Through Pinnacle, 
Cushman & Wakefield owns or manages multifamily rental units across the 
United States, including within this District. Cushman & Wakefield 
provides a range of multifamily property and revenue management 
services that are marketed and offered to consumers throughout the 
United States and across state lines.
    246. The Court has personal jurisdiction over Greystar Real Estate 
Partners, LLC (``Greystar''); venue is proper in this District under 
Section 12 of the Clayton Act, 15 U.S.C. 22, and under 28 U.S.C. 1391 
because Greystar transacts business and resides within the District.
    247. Greystar is a privately-owned company organized under the laws 
of the State of Delaware and is headquartered in Charleston, South 
Carolina. A Greystar management services entity is registered to do 
business in the State of North Carolina. Greystar owns or manages 
multiple multifamily rental properties using AIRM within this District.
    248. Greystar engages in, and its activities substantially affect, 
interstate trade and commerce. Through its subsidiaries, including 
Greystar Management Services, LLC, Greystar North America Holdings, 
LLC, and GREP Washington, LLC, Greystar owns or manages multifamily 
rental units across the United States, including within this District. 
Greystar provides a range of products and services that are marketed 
and offered to consumers throughout the United States and across state 
lines.
    249. The Court has personal jurisdiction over LivCor, LLC 
(``LivCor''); venue is proper in this District under Section 12 of the 
Clayton Act, 15 U.S.C. 22, and under 28 U.S.C. 1391 because LivCor 
transacts business and resides within this District.
    250. LivCor is a privately-owned company organized under the laws 
of the State of Delaware and is headquartered in Chicago, Illinois. It 
is registered to do business in the State of North Carolina as a 
foreign corporation engaging in ownership and investment in real 
property and related services. LivCor owns or provides asset management 
services at least one multifamily rental property using AIRM within 
this District.
    251. LivCor engages in, and its activities substantially affect, 
interstate trade and commerce. LivCor owns or provides asset management 
services for multifamily rental units across the United States, 
including within this District. LivCor provides multifamily asset 
management services that are marketed and offered to consumers 
throughout the United States and across state lines.
    252. The Court has personal jurisdiction over Willow Bridge 
Property Company LLC (``Willow Bridge''); venue is proper in this 
District under 28 U.S.C. 1391 and Section 12 of the Clayton Act, 15 
U.S.C. 22 because Willow Bridge transacts business and resides within 
this District.
    253. Willow Bridge is a privately-owned company organized under the 
laws of the State of Texas and is headquartered in Dallas, Texas. 
Willow Bridge is registered to do business in the State of North 
Carolina as a foreign corporation offering services for the multifamily 
real estate industry. Willow Bridge owns or manages multiple 
multifamily rental properties using AIRM within this District.
    254. Willow Bridge engages in, and its activities substantially 
affect, interstate trade and commerce. Willow Bridge owns or manages 
multifamily rental units across the United States, including within 
this District. Willow Bridge's rental properties are marketed and 
offered to consumers throughout the United States and across state 
lines.
    255. The Durham-Chapel Hill CBSA is partially or entirely within 
the Middle District of North Carolina.

[[Page 8584]]

    256. RealPage tracks the number of rental housing units that use 
its commercial revenue management software products, including AIRM and 
YieldStar, by market (i.e., a CBSA) and submarket, and several of these 
markets and submarkets are entirely or partially within North Carolina. 
These RealPage-defined markets include Raleigh/Durham, NC; Charlotte-
Concord-Gastonia, NC-SC; Greensboro/Winston-Salem, NC; Wilmington, NC; 
Fayetteville, NC; and Asheville, NC. The submarkets include Southwest 
Durham, Northwest Durham/Downtown, East Durham, and Chapel Hill/
Carrboro, all of which are located entirely or partially within this 
District.
    257. Defendant Landlords each own or manage one or more properties 
in one or more relevant markets within the Middle District of North 
Carolina for which they, along with other landlords and RealPage, 
currently agree (or have in the past agreed) to share information and 
align pricing by using AIRM or YieldStar to generate rental pricing 
using pooled, competitively sensitive information.
    258. A substantial part of the activities and conduct giving rise 
to the claims asserted in this Complaint occurred within this District. 
As alleged in paragraphs 208-211 above and Appendices A and B below, 
relevant local geographic markets in which competition and renters have 
been harmed by RealPage's anticompetitive conduct include the RealPage-
defined submarkets in Raleigh/Durham. As alleged in paragraphs 214-217 
above, relevant geographic markets in which competition and renters 
have been harmed by RealPage's anticompetitive conduct include the 
Durham-Chapel Hill CBSA.

VIII. Violations Alleged

First Claim for Relief: Violation of Section 1 of the Sherman Act by 
Unlawfully Sharing Information for Use in Competitors' Pricing

(By All Plaintiffs Against RealPage, Cushman & Wakefield, Greystar, 
LivCor, and Pinnacle; By All Plaintiffs Except Washington Against 
Camden and Willow Bridge; By the United States, Colorado, and North 
Carolina Against Cortland)
    259. Plaintiffs incorporate the allegations of paragraphs 1 through 
258 above.
    260. Each landlord using AIRM and YieldStar, including each 
Defendant Landlord, has agreed with RealPage to provide RealPage daily 
nonpublic, competitively sensitive data. RealPage invites each landlord 
to share this information so that it can be pooled to generate pricing 
recommendations for the landlord and its competitors. Each of these 
landlords, including Defendant Landlords, uses (or has used) RealPage 
software, knowing or learning that RealPage will use this data to train 
its models and provide floor plan price recommendations and unit-level 
pricing not only for the landlord, but for the landlord's competitors 
(and vice versa). Landlords are therefore joining together in a way 
that deprives the market of fully independent centers of decision-
making on pricing.
    261. Each landlord using OneSite, Business Intelligence, or 
Performance Analytics with Benchmarking has agreed with RealPage to 
provide RealPage daily nonpublic, competitively sensitive data. 
RealPage invites each landlord to share this information, and each of 
these landlords understands that RealPage will use this data in 
RealPage's other products, including revenue management products that 
provide pricing recommendations and prices to competing landlords.
    262. The transactional data these landlords agree to provide to 
RealPage, and indirectly to each other, includes current, forward-
looking, granular, and highly competitively sensitive information. It 
includes information on effective rents, rent discounts, occupancy 
rates, availability, lease dates, lease terms, unit amenities, and unit 
layouts. Landlords also shared information on guest cards and lease 
applications.
    263. Landlords, including Defendant Landlords and other landlords 
that compete with each other in the relevant markets alleged, have 
agreed with one another, through RealPage and directly, to exchange 
nonpublic, competitively sensitive data, both through RealPage's 
revenue management software and by other means. The other means include 
RealPage user groups, direct communications, market surveys, and other 
intermediaries. The information exchanged includes future pricing 
plans, current pricing and occupancy rates, pricing discounts, and 
guest traffic.
    264. RealPage uses this nonpublic, competitively sensitive data to 
train its AIRM models and provide floor plan price recommendations and 
unit-level pricing to AIRM- and YieldStar-using landlords. AIRM and 
YieldStar are designed to increase prices as much as possible and 
minimize price decreases.
    265. RealPage engages in a variety of conduct to increase 
compliance with the output of its products and the objectives it touts.
    266. The sharing of nonpublic, competitively sensitive data with 
RealPage, and its use in AIRM and YieldStar, is anticompetitive. It 
harms or is likely to harm the competitive process and results, or is 
likely to result, in harm to renters and prospective renters in at 
least the relevant antitrust markets identified in this complaint.
    267. In each relevant market, RealPage and participating landlords 
collectively have sufficient market power, including market and data 
penetration, to harm the competitive process and renters.
    268. AIRM and YieldStar do not benefit the competitive process or 
renters. Any theoretical benefits are outweighed by harm to the 
competitive process and to renters.
    269. Less restrictive alternatives are available to RealPage and 
the market. RealPage has recently altered AIRM or YieldStar for some 
clients to remove those clients' access to competitors' nonpublic data 
in at least certain portions of the software. RealPage has the ability 
to make changes to remove broader access to competitors' nonpublic data 
in AIRM and YieldStar. RealPage has the capability to modify its 
software products to eliminate competitive defects. LRO does not 
require the same type and quantity of nonpublic, transactional data 
pulled from competitors' property management software.\12\ RealPage has 
stopped offering LRO to new clients and made plans to discontinue LRO 
for legacy clients by the end of 2024.
---------------------------------------------------------------------------

    \12\ Landlords may nevertheless use LRO in ways that may likely 
harm competition, as illustrated in paragraphs 59-60 and 100 above.
---------------------------------------------------------------------------

Second Claim for Relief: Violation of Section 1 of the Sherman Act 
Through Agreements To Align Pricing

(By All Plaintiffs Against RealPage, Cushman & Wakefield, Greystar, 
LivCor, and Pinnacle; By All Plaintiffs Except Washington Against 
Camden and Willow Bridge; By the United States, Colorado, and North 
Carolina Against Cortland)
    270. Plaintiffs incorporate the allegations of paragraphs 1 through 
268 above.
    271. Each landlord, including Defendant Landlords, that licenses 
AIRM or YieldStar has agreed with RealPage to use the software as it 
has been designed. This includes providing nonpublic, competitively 
sensitive transactional data to RealPage, but more broadly is an 
agreement to use AIRM or YieldStar as the means to price the landlord's 
rental units. The landlord agrees to review AIRM or YieldStar floor 
plan price recommendations, use AIRM

[[Page 8585]]

or YieldStar to set a scheduled floor plan rent, and use the AIRM or 
YieldStar pricing matrix to price units to renters.
    272. AIRM and YieldStar are designed to ``raise the tide'' for all 
landlords, including AIRM- and YieldStar-using landlords. AIRM and 
YieldStar have the likely effect of aligning users' pricing processes, 
strategies, and pricing responses.
    273. These landlords understand this effect, and it is a reason why 
they sign up for and use AIRM or YieldStar and discuss their usage with 
one another in user group meetings and other settings.
    274. RealPage engages in a variety of conduct to increase 
compliance with the output of its products and the objectives it touts.
    275. RealPage's user group meetings and its revenue management 
certification program facilitate landlords' agreements with RealPage to 
align pricing.
    276. Taken together, the agreements between each AIRM or YieldStar 
landlord and RealPage to use AIRM or YieldStar, respectively, harm or 
are likely to harm the competitive process and renters.
    277. The agreement by a landlord to use AIRM or YieldStar is an 
agreement to align users' pricing processes, strategies, and pricing 
responses. Collectively, these agreements between landlords using AIRM 
or YieldStar and RealPage are harmful to the competitive process and to 
renters.
    278. In each relevant submarket and CBSA, RealPage and 
participating AIRM or YieldStar landlords collectively have sufficient 
market power, including market and data penetration, to harm the 
competitive process and renters.
    279. AIRM and YieldStar do not benefit the competitive process or 
renters. Any theoretical benefits are outweighed by harm to the 
competitive process and to renters, and less restrictive alternatives 
are available to RealPage and these landlords.

Third Claim for Relief: Violation of Section 2 of the Sherman Act 
Through Monopolization of the Commercial Revenue Management Software 
Market

(By All Plaintiffs Against RealPage)
    280. Plaintiffs incorporate the allegations of paragraphs 1 through 
279 above.
    281. Commercial revenue management software for conventional 
multifamily housing rentals in the United States is a relevant 
antitrust market, and RealPage has monopoly power in that market.
    282. RealPage has unlawfully monopolized the commercial revenue 
management market through unlawful exclusionary conduct. RealPage has 
amassed a massive reservoir of competitively sensitive data from 
competing landlords and used that data to sell AIRM and YieldStar. 
RealPage has ensured that rivals cannot compete on the merits unless 
they enter into similar agreements with landlords, offer to share 
competitively sensitive information among rival landlords, and engage 
in actions to increase compliance. As a result of its exclusionary 
conduct, RealPage has been able to obstruct rival software providers 
from competing via revenue management products that do not harm the 
competitive process in addition to cementing its massive data and scale 
advantage that keeps increasing due to self-reinforcing feedback 
effects.
    283. RealPage's anticompetitive acts have harmed the competitive 
process and reduced feasible and less restrictive alternatives for 
landlords, which alternatives thereby pose less risk of competitive 
harm to renters.
    284. RealPage's exclusionary conduct lacks a procompetitive 
justification that offsets the harm caused by RealPage's 
anticompetitive and unlawful conduct.

Fourth Claim for Relief, in the Alternative: Violation of Section 2 of 
the Sherman Act Through Attempted Monopolization of the Commercial 
Revenue Management Software Market

(By All Plaintiffs Against RealPage)
    285. Plaintiffs incorporate the allegations of paragraphs 1 through 
284 above.
    286. Commercial revenue management software for conventional 
multifamily housing rentals in the United States is a relevant 
antitrust market.
    287. RealPage has attempted to monopolize that market through 
unlawful exclusionary conduct enhanced by its self-reinforcing data and 
scale advantages. By amassing its massive reservoir of competitively 
sensitive data from competing landlords and the follow-on benefits that 
scale and its feedback effects provide in terms of blunting competition 
among landlords, RealPage's conduct excludes commercial revenue 
management rivals from competing on the merits in a lawful manner. As 
such, it has increased, maintained, or protected RealPage's power.
    288. RealPage's anticompetitive acts have harmed the competitive 
process and reduced feasible and less restrictive alternatives for 
landlords, which alternatives thereby pose less risk of competitive 
harm to renters.
    289. As inferred from the anticompetitive conduct described in 
Sections IV and V, supra, RealPage has acted with a specific intent to 
monopolize, and to eliminate effective competition in, the commercial 
revenue management software market in the United States. There is a 
dangerous probability that, unless restrained, RealPage will succeed in 
monopolizing the commercial revenue management software market in 
violation of Section 2 of the Sherman Act.

Fifth Claim for Relief: Violation of North Carolina Law

    290. Plaintiff State of North Carolina incorporates the allegations 
of Paragraphs 1 through 289 above.
    291. Defendants engaged in the conduct alleged above while 
operating their businesses in North Carolina markets, including, but 
not limited to, the markets alleged in paragraphs 214, 216, 256, and 
Appendices A and B. Defendants' anticompetitive conduct has affected 
commerce in North Carolina to a substantial degree by harming the 
competitive process and renters across the State including, but not 
limited to, in the North Carolina markets identified in paragraphs 214, 
216, 256, and Appendices A and B.
    292. Defendants' acts as alleged in the First and Second claims for 
reliefs stated in paragraphs 259-279 above, violate the North Carolina 
Unfair or Deceptive Trade Practices Act in that they constitute 
contracts in restraint of trade or commerce in North Carolina, and/or 
acts and contracts in restraint of trade or commerce which violate the 
principles of the common law. N.C.G.S. Sec. Sec.  75-1, 75-2.
    293. Defendant Real Page's acts as alleged in the Third and Fourth 
claims for relief stated in paragraphs 280-289, above, violate the 
North Carolina Unfair or Deceptive Trade Practices Act, N.C.G.S. Sec.  
75-1 et seq., in that they constitute unlawful monopolization of a part 
of trade or commerce in North Carolina. N.C.G.S. Sec.  75-2.1.
    294. Plaintiff State of North Carolina seeks the following remedies 
available for claims under federal law and claims under N.C.G.S. 
Sec. Sec.  75-1, 75-2, and 75-2.1, without limitation:
    a. Injunctive and other equitable relief pursuant to Section 16 of 
the Clayton Act, 15 U.S.C. 26, N.C.G.S. Sec.  75-14, and the common law 
of North Carolina;
    b. Civil penalties pursuant to N.C.G.S. Sec.  75-15.2, which 
provides a penalty of up to $5,000 per violation;
    c. Costs of suit, including expert witness fees, costs of 
investigation, and attorney's fees pursuant to Section 16 of

[[Page 8586]]

the Clayton Act, 15 U.S.C. 26 and N.C.G.S. Sec.  75-16.1; and
    d. Other remedies as the court may deem appropriate under the facts 
and circumstances of the case.

Sixth Claim for Relief: Violation of California Law

    295. The State of California incorporates the allegations of 
Paragraphs 1 through 289 above.
    296. Defendants' practices, as alleged above, violate the Sherman 
Act sections 1 and 2 and therefore constitute unlawful business 
practices under California's Unfair Competition Law (``UCL''), Cal. 
Bus. & Prof. Code Sec.  17200, et seq.
    297. Plaintiff State of California seeks the following:
    a. injunctive relief and penalties pursuant to sections 17203 and 
17206 of the UCL,
    b. costs of suit, including expert witness fees, costs of 
investigation, and attorney's fees pursuant to Section 16 of the 
Clayton Act, 15 U.S.C. 26, and
    c. other remedies as the court may deem appropriate under the facts 
and circumstances of the case.

Seventh Claim for Relief: Violation of Colorado Law

    298. Plaintiff State of Colorado repeats and re-alleges and 
incorporates by reference Paragraphs 1 through 289 in this Complaint as 
if fully set forth herein.
    299. The acts alleged in the Complaint violate the Colorado 
Antitrust Act, Sec.  6-4-101 et. seq., including C.R.S. Sec.  6-4-104 
and C.R.S. Sec.  6-4-105. These violations substantially affect the 
people of Colorado and have impacts within the State of Colorado.
    300. Each of the unlawful agreements, arrangements, or acts alleged 
herein constitute at least one distinct violation of the Colorado 
Antitrust Act within the meaning of C.R.S. Sec.  6-4-113.
    301. Defendants' acts alleged herein constitute a continuous 
pattern and practice of behavior within the meaning of C.R.S. Sec.  6-
4-113(2)(c).
    302. Defendants' acts alleged herein were willful within the 
meaning of C.R.S. Sec.  6-4-113(2)(d).
    303. The State of Colorado seeks the following remedies under 
federal law and the Colorado Antitrust Act, including, without 
limitation:
    a. Injunctive and other equitable relief pursuant to Section 16 of 
the Clayton Act, 15 U.S.C. 26 and C.R.S. Sec.  6-4-112;
    b. Civil penalties pursuant to C.R.S. Sec.  6-4-113 for each 
violation of the Colorado Antitrust Act;
    c. Costs and attorneys' fees, pursuant to Section 16 of the Clayton 
Act, 15 U.S.C. 26, and C.R.S. Sec.  6-4-112(5); and
    d. Other remedies as the Court may deem appropriate based on the 
facts properly alleged and proven.

Eighth Claim for Relief: Violation of Connecticut Law

    304. Plaintiff State of Connecticut, acting by and through its 
Attorney General pursuant to Conn. Gen. Stat. Sec.  35-44a, 
incorporates the allegations of paragraphs 1 through 289 above. The 
State of Connecticut brings its state and federal law claims for relief 
against all Defendants except Cortland.
    305. The acts alleged in the Complaint also constitute violations 
of the Connecticut Antitrust Act, Conn. Gen. Stat. Sec.  35-24 et seq. 
These violations had impacts within the State of Connecticut and 
substantially affected the citizens of Connecticut.
    306. Plaintiff State of Connecticut seeks all remedies available 
under federal law and the Connecticut Antitrust Act, including, without 
limitation, the following:
    a. Civil penalties pursuant to Conn. Gen. Stat. Sec.  35-38, which 
provides that in any action instituted by the Attorney General, any 
person who has been held to have violated any of the provisions of the 
Connecticut Antitrust Act shall forfeit and pay to the state a civil 
penalty of not more than one million dollars for each violation;
    b. Injunctive and other equitable relief pursuant to Section 16 of 
the Clayton Act, 15 U.S.C. 26, Conn. Gen. Stat. Sec. Sec.  35-34, 35-
44a;
    c. Costs and fees including, without limitation, costs of 
investigation, litigation, expert witness fees, and attorney's fees 
pursuant to Section 16 of the Clayton Act, 15 U.S.C. 26, Conn. Gen. 
Stat. Sec. Sec.  35-34, 35-44a; and
    d. Other remedies as the Court may deem appropriate under the facts 
and circumstances of the case.

Ninth Claim for Relief: Violation of Illinois Law

    307. Plaintiff State of Illinois, acting by and through its 
Attorney General, incorporates the allegations of paragraphs 1 through 
289 above. The State of Illinois brings its state and federal law 
claims for relief against all Defendants except Cortland.
    308. The acts alleged in the Complaint violate the Illinois 
Antitrust Act, 740 ILCS 10/1 et seq., including 740 ILCS 10/3(1), 740 
ILCS 10/3(2), and 740 ILCS 10/3(3). These violations substantially 
affect the people of Illinois and have impacts within the State of 
Illinois.
    309. The State of Illinois seeks all available remedies under 
federal law and the Illinois Antitrust Act, including, without 
limitation:
    a. Injunctive and other equitable relief pursuant to Section 16 of 
the Clayton Act, 15 U.S.C. 26; and 740 ILCS 10/7;
    b. Civil penalties pursuant to 740 ILCS 10/7(4) for each violation 
of the Illinois Antitrust Act;
    c. Disgorgement, damages, and/or other equitable or monetary relief 
pursuant to federal law including Section 4 of the Sherman Act, 15 
U.S.C. 4, Section 4c of the Clayton Act, 15 U.S.C. 15c and state law 
including 740 ILCS 10/7, and treble damages for injuries sustained, 
directly or indirectly, by individuals residing in Illinois to their 
property, pursuant to the State of Illinois' parens patriae authority 
under 740 ILCS 10/7(2);
    d. Costs and attorneys' fees, pursuant to Section 4c of the Clayton 
Act, 15 U.S.C. 15c, Section 16 of the Clayton Act, 15 U.S.C. 26, 740 
ILCS 10/7(2); and
    e. Other remedies as the Court may deem appropriate on the basis of 
the facts properly alleged and proven.

Tenth Claim for Relief: Violation of Massachusetts Law

    310. Plaintiff Commonwealth of Massachusetts repeats, realleges, 
and incorporates the allegations of paragraphs 1 through 289 above as 
if fully set forth herein. The Commonwealth of Massachusetts brings its 
state and federal law claims for relief against all Defendants except 
Cortland.
    311. The acts alleged in the aforementioned paragraphs of this 
Complaint, including but not limited to unlawful agreements in 
restraint of trade and unlawful monopolization, constitute unfair 
methods of competition and/or unfair or deceptive acts or practices in 
trade or commerce in violation of the Massachusetts Consumer Protection 
Act, M.G.L c. 93A Sec.  2 et seq.
    312. Defendants knew or should have known that their conduct 
violated the Massachusetts Consumer Protection Act, M.G.L c. 93A Sec.  
2 et seq.
    313. Plaintiff Commonwealth of Massachusetts is entitled to and 
seeks the following relief under M.G.L. c. 93A Sec.  4:
    a. Injunctive and other equitable relief pursuant to M.G.L. c. 93A 
Sec.  4;
    b. Civil penalties of up to $5,000 per each violation committed by 
the Defendants pursuant to M.G.L. c. 93A Sec.  4;
    c. Costs and fees including, without limitation, costs of 
investigation, litigation, and attorneys' fees pursuant to M.G.L. c. 
93A Sec.  4; and
    d. Other remedies as the court may deem appropriate under the facts 
and circumstances of the case.

[[Page 8587]]

    314. The Commonwealth of Massachusetts notified the Defendants of 
this intended action at least five days prior to the commencement of 
this action and gave the Defendants an opportunity to confer in 
accordance with M.G. L. c. 93A Sec.  4.

Eleventh Claim for Relief: Violation of Oregon Law

    315. Plaintiff State of Oregon, acting by and through its Attorney 
General, incorporates the allegations of paragraphs 1 through 289 
above. The State of Oregon brings its state and federal law claims for 
relief against all Defendants except Cortland.
    316. The acts alleged in the Complaint also constitute violations 
of the Oregon Antitrust Law, Oregon Revised Statutes (``ORS'') 646.705 
to ORS 646.836. These violations had impacts within the State of Oregon 
and substantially affected the people of Oregon.
    317. The State of Oregon appears in its sovereign or quasi-
sovereign capacities and under its statutory, common law, and equitable 
powers, and as parens patriae on behalf of natural persons residing in 
the State of Oregon pursuant to ORS 646.775(1). The State of Oregon 
seeks all remedies available under federal law and the Oregon Antitrust 
Law, including, without limitation, the following:
    a. Disgorgement and/or other equitable relief pursuant to federal 
law including Section 4 of the Sherman Act, 15 U.S.C. 4, and state law 
pursuant to ORS 646.770, and ORS 646.775;
    b. Injunctive and other equitable relief pursuant to Section 16 of 
the Clayton Act, 15 U.S.C. 26, ORS 646.760, ORS 646.770, and ORS 
646.775;
    c. Civil penalties pursuant to ORS 646.760(1) which provides that a 
court may assess for the benefit of the state a civil penalty of not 
more than $1,000,000 for each violation of the Oregon Antitrust Law,
    d. Costs of suit, including expert witness fees, costs of 
investigation, and attorney's fees pursuant to Section 16 of the 
Clayton Act, 15 U.S.C. 26, ORS 646.760, ORS 646.770, ORS 646.775; and
    e. Other remedies as the court may deem appropriate under the facts 
and circumstances of the case.

Twelfth Claim for Relief: Violation of Tennessee Law

    318. Plaintiff State of Tennessee incorporates the allegations of 
paragraphs 1 through 289 above. The State of Tennessee brings its state 
and federal law claims for relief against all Defendants except 
Cortland.
    319. Defendants engaged in the conduct described above, 
individually and collectively, to thwart competition for multifamily 
housing in Tennessee. This anticompetitive conduct in Tennessee harmed 
thousands of multifamily renters across the state.
    320. Defendants' business practices have caused a reduction in 
competition in relevant Tennessee markets, including, but not limited 
to, in the markets identified in paragraphs 214 and 216 and Appendices 
A and B, and, as a result, Tennesseans have suffered anticompetitive 
harms.
    321. Accordingly, Defendants' actions violate the Tennessee Trade 
Practices Act, Tenn. Code Ann. Sec.  47-25-101, as amended.
    322. Defendant RealPage engaged in the conduct described above to 
maintain its monopoly and exclude competing commercial revenue 
management software competitors.
    323. Accordingly, Defendant RealPage's actions violate the 
Tennessee Trade Practices Act, Tenn. Code Ann. Sec.  47-25-102, as 
amended.
    324. This conduct has affected Tennessee trade and commerce to a 
substantial degree.
    325. To remedy this anticompetitive conduct, the Tennessee Attorney 
General and Reporter seeks all remedies available to which it is 
entitled under federal law and claims under Tenn. Code Ann. Sec. Sec.  
47-25-101, 102, and 106, as amended, including, without limitation, the 
following:
    a. injunctive or other equitable relief; reasonable attorney fees, 
costs, and expenses, pursuant to Section 16 of the Clayton Act, 15 
U.S.C. 26, Tenn. Code Ann. Sec.  47-25-106(b), and the common law of 
Tennessee;
    b. civil penalties pursuant to Tenn. Code Ann. Sec.  47-25-106(g);
    c. costs of suit, including expert witness fees, costs of 
investigation, and attorney's fees pursuant to Section 16 of the 
Clayton Act, 15 U.S.C. 26 and Tenn. Code Ann. Sec.  47-25-106(b); and
    d. other legal and equitable remedies as the court may deem 
appropriate and the interest of justice may require under the facts and 
circumstances of the case.

Thirteenth Claim for Relief: Violation of Washington Law

    326. The State of Washington incorporates the allegations in 
Paragraphs 1 through 289, except for the portions of paragraphs 95, 96, 
97, 117, 131, 171, and 228 that Washington was unable to review due to 
confidentiality redactions. Washington reserves the right to adopt the 
portions of those paragraphs which are later disclosed.
    327. Washington brings its federal and state law claims for relief 
against Defendants RealPage, Cushman & Wakefield, Pinnacle, Greystar, 
and LivCor (``Washington Defendants'').
    328. Washington Defendants engaged in the conduct alleged above 
while operating their businesses in Washington. This anticompetitive 
conduct in Washington harmed the competitive process and renters across 
the State including in, but not limited to, the markets identified in 
Appendices A and B.
    329. The acts alleged in the paragraphs incorporated by the State 
of Washington also constitute antitrust violations of the Washington 
Consumer Protection Act under Wash. Rev. Code Sec.  19.86.030, which 
declares unlawful every contract, combination, or conspiracy in 
restraint of trade or commerce.
    330. The acts alleged in the paragraphs incorporated by the State 
of Washington also constitute antitrust violations of the Washington 
Consumer Protection Act under Wash. Rev. Code Sec.  19.86.040, which 
declares monopolization or attempts to monopolize unlawful.
    331. Washington seeks the following remedies available under the 
Washington Consumer Protection Act and federal law including, without 
limitation, the following:
    a. That the Court adjudge and decree that conduct alleged in the 
complaint to be unlawful and in violation of the Washington Consumer 
Protection Act, Wash. Rev. Code Sec.  19.86.030 and Sec.  19.86.040;
    b. Injunctive and other equitable relief pursuant to Wash. Rev. 
Code Sec.  19.86.080;
    c. Damages including treble damages; disgorgement; and/or 
restitution and any appropriate interest pursuant to federal law 
including Sherman Act, 15 U.S.C. 4, 15c and pursuant to state law 
including Wash. Rev. Code Sec.  19.86.080;
    d. Civil penalties pursuant to Wash. Rev. Code Sec.  19.86.140;
    e. Costs and attorney's fees and any appropriate interest on those 
fees and costs pursuant to Sherman Act, 15 U.S.C. 15c and/or pursuant 
to Wash. Rev. Code Sec.  19.86.080; and
    f. Other remedies, including pre-judgement interest, as the court 
may deem appropriate under the facts and circumstances of the case.

IX. Request for Relief

    332. To remedy these illegal acts, Plaintiffs request that the 
Court:
    a. Adjudge and decree that Defendants have acted unlawfully to 
restrain trade in conventional

[[Page 8588]]

multifamily rental housing markets across the United States in 
violation of Section 1 of the Sherman Act, 15 U.S.C. 1;
    b. Adjust and decree that RealPage has acted unlawfully to 
monopolize, or attempt to monopolize, the commercial revenue management 
software market in the United States in violation of Section 2 of the 
Sherman Act, 15 U.S.C. 2;
    c. Enjoin Defendants from continuing to engage in the 
anticompetitive practices described herein and from engaging in any 
other practices with the same purpose and effect as the challenged 
practices;
    d. Enter any other preliminary or permanent relief necessary and 
appropriate to restore competitive conditions in the markets affected 
by Defendants' unlawful conduct;
    e. Enter any additional relief the Court finds just and proper; and
    f. Award Plaintiffs an amount equal to their costs, including 
reasonable attorneys' fees, incurred in bringing this action.

X. Demand for a Jury Trial

    333. Pursuant to Federal Rule of Civil Procedure 38(b), Plaintiffs 
demand a trial by jury of all issues properly triable to a jury in this 
case.

    Dated this 7th day of January, 2025.

    Respectfully submitted,

For Plaintiff United States of America:

Doha Mekki,
Acting Assistant Attorney General.

Ryan Danks,
Director of Civil Enforcement.

Catherine K. Dick,
Acting Director of Litigation.

George C. Nierlich,
Deputy Director of Civil Enforcement.

Aaron Hoag,
Chief, Technology & Digital Platforms Section.

Danielle Hauck,
Assistant Chief, Technology & Digital Platforms Section.

Adam Severt,
Assistant Chief, Technology & Digital Platforms Section.

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

Henry C. Su,
Senior Litigation Counsel.

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

David A. Geiger, Sarah M. Bartels, Markus A. Brazill, Jessica 
Butler-Arkow, Grant M. Fergusson, Ian Hoffman, John J. Hogan, Claire 
M. Maddox, Arshia Najafi, Kris Anthony P[eacute]rez Hicks, Jariel A. 
Rendell, Christine Sommer, Andrew Tisinger,
Attorneys, United States Department of Justice, Antitrust Division, 
450 Fifth Street NW, Suite 7100, Washington, DC 20530, Telephone: 
(202) 307-6200, Email: [email protected].

* Lead Attorney To Be Noticed.

For Plaintiff State of North Carolina:

Jeff Jackson,
Attorney General of North Carolina.

Daniel P. Mosteller,
Associate Deputy Attorney General.

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

Kunal J. Choksi,
Special Deputy Attorney General, N.C. Bar. No. 55666.
Jessica V. Sutton,
Special Deputy Attorney General, N.C. Bar No. 41652, North Carolina 
Department of Justice, 114 W Edenton Street, Raleigh, NC 27603, 
Telephone: 919-716-6032, Email: [email protected].

Attorneys for Plaintiff State of North Carolina.

For Plaintiff State of California:

Rob Bonta,
Attorney General of California.

Paula Blizzard,
Senior Assistant Attorney General.

Natalie Manzo,
Supervising Deputy Attorney General.

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

Doan-Phuong (Pamela) Pham, Quyen Toland,
Deputy Attorneys General, Office of the Attorney General, California 
Department of Justice, 300 South Spring Street, Suite 1702, Los 
Angeles, CA 90013, Tel: (213) 269-6000, Email: 
[email protected].

Attorneys for Plaintiff State of California.

For Plaintiff State of Colorado:

Philip J. Weiser,
Attorney General.
-----------------------------------------------------------------------

Elizabeth W. Hereford,
Assistant Attorney General.

Bryn Williams,
First Assistant Attorney General, Colorado Department of Law, Office 
of the Attorney General, Ralph L. Carr Judicial Center, 1300 
Broadway, 7th Floor, Denver, CO 80203, Telephone: (720) 508-6000, 
Email: [email protected].

Attorneys for Plaintiff State of Colorado.

For Plaintiff State of Connecticut:

William Tong,
Attorney General of Connecticut.

Jeremy Pearlman,
Associate Attorney General.

Nicole Demers,
Deputy Associate Attorney General.

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

Juli[aacute]n A. Qui[ntilde]ones Reyes,
Assistant Attorney General, Office of the Connecticut Attorney 
General, 165 Capitol Avenue, Hartford, CT 06106, Telephone: (860) 
808-5030, Email: [email protected].

Attorney for Plaintiff State of Connecticut.

For Plaintiff State of Illinois:

Kwame Raoul,
Attorney General of Illinois.

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

Daniel Betancourt,
Assistant Attorney General.
Jennifer M. Coronel,
Assistant Attorney General.
Paul J. Harper,
Assistant Attorney General.
Office of the Illinois Attorney General, 115 S LaSalle St., Floor 
23, Chicago, IL 60603, Tel: (773) 758-4634, Email: 
[email protected].

Attorneys for Plaintiff State of Illinois, Notices of Special 
Appearance forthcoming.

For Plaintiff Commonwealth of Massachusetts:

Andrea Joy Campbell,
Attorney General.

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

Katherine W. Krems,
Assistant Attorney General.
Jennifer E. Greaney,
Assistant Attorney General, Deputy Chief.
Antitrust Division, Office of the Massachusetts Attorney General, 
One Ashburton Place, 18th Floor, Boston, Massachusetts 02108, (617) 
963-2189, [email protected]. [email protected].

Attorneys for Plaintiff Commonwealth of Massachusetts Notices of 
Special Appearance forthcoming.

For Plaintiff State of Minnesota:

Keith Ellison,
Attorney General of Minnesota.

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

Katherine A. Moerke, Elizabeth Odette, Sarah Doktori,
Assistant Attorneys General, Office of the Minnesota Attorney 
General, 445 Minnesota Street, Suite 600, St. Paul, MN 55101-2130, 
[email protected], Telephone: (651) 757-1288, 
[email protected], Telephone: (651) 728-7208, 
[email protected], Telephone: (651) 583-6694.

Attorneys for Plaintiff State of Minnesota.

For Plaintiff State of Oregon:

Dan Rayfield,
Attorney General of Oregon.

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

Timothy D. Smith,
Attorney-in-Charge, Antitrust, False Claims, & Privacy Section, 
Oregon Department of Justice, 100 SW Market St. Portland OR 97201, 
503.798.3297 [verbar] [email protected].

Attorneys for Plaintiff State of Oregon.

For Plaintiff State of Tennessee:

Jonathan Skrmetti,
Attorney General of Tennessee.

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

S. Ethan Bowers,
Senior Assistant Attorney General.
Daniel Lynch,
Assistant Attorney General.
Office of the Tennessee Attorney General, P.O. Box 20207, Nashville, 
Tennessee 37202, 6.15.837.5582 [verbar] [email protected].

Attorneys for State of Tennessee.

For Plaintiff State of Washington:

Robert W. Ferguson,
Attorney General.

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

Brian H. Rowe, Rachel A. Lumen, Sarah Smith-Levy, Kendall Scott 
Cowles,

[[Page 8589]]

Assistant Attorneys General, 800 Fifth Avenue, Suite 2000, Seattle, 
WA 98104-3188, (206) 464-7744, [email protected], 
[email protected], [email protected], 
[email protected].

Attorney for Plaintiff State of Washington.

XI. Appendix A: Submarkets

----------------------------------------------------------------------------------------------------------------
               Area                       Submarket          YS/AIRM 30% or more     YS/AIRM/OneSite 30% or more
----------------------------------------------------------------------------------------------------------------
Anaheim-Santa Ana-Irvine, CA......  South Orange County.  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Alpharetta/Cumming..  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Briarcliff..........  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Buckhead............  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Chamblee/Brookhaven.  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Decatur.............  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Downtown Atlanta....  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Duluth..............  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Dunwoody............  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Kennesaw/Acworth....  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Midtown Atlanta.....  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Norcross............  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Northeast Atlanta...  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Northeast Cobb/       Yes......................  Yes.
                                     Woodstock.
Atlanta-Sandy Springs-Roswell, GA.  Northeast Gwinnett    Yes......................  Yes.
                                     County.
Atlanta-Sandy Springs-Roswell, GA.  Roswell.............  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Sandy Springs.......  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Smyrna..............  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  South Cobb County/    Yes......................  Yes.
                                     Douglasville.
Atlanta-Sandy Springs-Roswell, GA.  Southeast Gwinnett    Yes......................  Yes.
                                     County.
Atlanta-Sandy Springs-Roswell, GA.  Southeast Marietta..  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Southwest Atlanta...  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  Vinings.............  Yes......................  Yes.
Atlanta-Sandy Springs-Roswell, GA.  West Atlanta........  Yes......................  Yes.
Austin-Round Rock, TX.............  Arboretum...........  Yes......................  Yes.
Austin-Round Rock, TX.............  Cedar Park..........  Yes......................  Yes.
Austin-Round Rock, TX.............  Downtown/University.  Yes......................  Yes.
Austin-Round Rock, TX.............  East Austin.........  Yes......................  Yes.
Austin-Round Rock, TX.............  Far South Austin....  Yes......................  Yes.
Austin-Round Rock, TX.............  Far West Austin.....  Yes......................  Yes.
Austin-Round Rock, TX.............  Near North Austin...  Yes......................  Yes.
Austin-Round Rock, TX.............  North Central Austin  Yes......................  Yes.
Austin-Round Rock, TX.............  Northwest Austin....  Yes......................  Yes.
Austin-Round Rock, TX.............  Pflugerville/Wells    Yes......................  Yes.
                                     Branch.
Austin-Round Rock, TX.............  Round Rock/           Yes......................  Yes.
                                     Georgetown.
Austin-Round Rock, TX.............  South Austin........  Yes......................  Yes.
Austin-Round Rock, TX.............  Southwest Austin....  Yes......................  Yes.
Baltimore-Columbia-Towson, MD.....  Columbia/North        Yes......................  Yes.
                                     Laurel.
Birmingham-Hoover, AL.............  Southeast Birmingham  Yes......................  Yes.
Boston-Cambridge-Newton, MA-NH....  Chelsea/Revere/       .........................  Yes.
                                     Charlestown.
Boston-Cambridge-Newton, MA-NH....  East Middlesex        .........................  Yes.
                                     County.
Boston-Cambridge-Newton, MA-NH....  Quincy..............  .........................  Yes.
Boston-Cambridge-Newton, MA-NH....  West Norfolk County.  .........................  Yes.
Charleston-North Charleston, SC...  Downtown/Mount        Yes......................  Yes.
                                     Pleasant/Islands.
Charleston-North Charleston, SC...  West Ashley.........  Yes......................  Yes.
Charlotte-Concord-Gastonia, NC-SC.  Ballantyne..........  Yes......................  Yes.
Charlotte-Concord-Gastonia, NC-SC.  Huntersville/         Yes......................  Yes.
                                     Cornelius.
Charlotte-Concord-Gastonia, NC-SC.  Matthews/Southeast    .........................  Yes.
                                     Charlotte.
Charlotte-Concord-Gastonia, NC-SC.  Myers Park..........  Yes......................  Yes.
Charlotte-Concord-Gastonia, NC-SC.  North Charlotte.....  Yes......................  Yes.
Charlotte-Concord-Gastonia, NC-SC.  South Charlotte.....  Yes......................  Yes.
Charlotte-Concord-Gastonia, NC-SC.  Southwest Charlotte.  Yes......................  Yes.
Charlotte-Concord-Gastonia, NC-SC.  UNC Charlotte.......  Yes......................  Yes.
Charlotte-Concord-Gastonia, NC-SC.  Uptown/South End....  Yes......................  Yes.
Chicago-Naperville-Elgin, IL-IN-WI  The Loop............  Yes......................  Yes.
Colorado Springs, CO..............  North Colorado        Yes......................  Yes.
                                     Springs.
Dallas-Plano-Irving, TX...........  Addison/Bent Tree...  Yes......................  Yes.
Dallas-Plano-Irving, TX...........  Allen/McKinney......  Yes......................  Yes.
Dallas-Plano-Irving, TX...........  Carrollton/Farmers    Yes......................  Yes.
                                     Branch.
Dallas-Plano-Irving, TX...........  Central/East Plano..  Yes......................  Yes.
Dallas-Plano-Irving, TX...........  East Dallas.........  Yes......................  Yes.
Dallas-Plano-Irving, TX...........  Frisco..............  Yes......................  Yes.
Dallas-Plano-Irving, TX...........  Grand Prairie.......  Yes......................  Yes.
Dallas-Plano-Irving, TX...........  Intown Dallas.......  Yes......................  Yes.
Dallas-Plano-Irving, TX...........  Las Colinas/Coppell.  Yes......................  Yes.
Dallas-Plano-Irving, TX...........  Lewisville/Flower     Yes......................  Yes.
                                     Mound.
Dallas-Plano-Irving, TX...........  North Irving........  Yes......................  Yes.
Dallas-Plano-Irving, TX...........  North Oak Cliff/West  Yes......................  Yes.
                                     Dallas.
Dallas-Plano-Irving, TX...........  Oak Lawn/Park Cities  Yes......................  Yes.

[[Page 8590]]

 
Dallas-Plano-Irving, TX...........  Richardson..........  Yes......................  Yes.
Dallas-Plano-Irving, TX...........  Rockwall/Rowlett/     Yes......................  Yes.
                                     Wylie.
Dallas-Plano-Irving, TX...........  The Colony/Far North  Yes......................  Yes.
                                     Carrollton.
Dallas-Plano-Irving, TX...........  West Plano..........  Yes......................  Yes.
Denver-Aurora-Lakewood, CO........  Broomfield..........  Yes......................  Yes.
Denver-Aurora-Lakewood, CO........  Downtown/Highlands/   Yes......................  Yes.
                                     Lincoln Park.
Denver-Aurora-Lakewood, CO........  Highlands Ranch.....  Yes......................  Yes.
Denver-Aurora-Lakewood, CO........  Littleton...........  Yes......................  Yes.
Denver-Aurora-Lakewood, CO........  Northeast Denver....  Yes......................  Yes.
Denver-Aurora-Lakewood, CO........  Parker/Castle Rock..  Yes......................  Yes.
Denver-Aurora-Lakewood, CO........  South Lakewood......  Yes......................  Yes.
Denver-Aurora-Lakewood, CO........  Southeast Aurora/     Yes......................  Yes.
                                     East Arapahoe
                                     County.
Denver-Aurora-Lakewood, CO........  Southeast Denver....  Yes......................  Yes.
Denver-Aurora-Lakewood, CO........  Tech Center.........  Yes......................  Yes.
Denver-Aurora-Lakewood, CO........  Thornton/Northglenn.  Yes......................  Yes.
Denver-Aurora-Lakewood, CO........  Westminster.........  Yes......................  Yes.
Fort Lauderdale-Pompano Beach-      Plantation/Davie/     Yes......................  Yes.
 Deerfield Beach, FL.                Weston.
Fort Worth-Arlington, TX..........  Grapevine/Southlake.  Yes......................  Yes.
Fort Worth-Arlington, TX..........  Northeast Fort Worth/ .........................  Yes.
                                     North Richland
                                     Hills.
Hartford-West Hartford-East         Southeast Hartford/   .........................  Yes.
 Hartford, CT.                       Middlesex County.
Houston-The Woodlands-Sugar Land,   Bear Creek..........  Yes......................  Yes.
 TX.
Houston-The Woodlands-Sugar Land,   Downtown/Montrose/    Yes......................  Yes.
 TX.                                 River Oaks.
Houston-The Woodlands-Sugar Land,   Far West Houston....  Yes......................  Yes.
 TX.
Houston-The Woodlands-Sugar Land,   Friendswood/Pearland  Yes......................  Yes.
 TX.
Houston-The Woodlands-Sugar Land,   Galleria/Uptown.....  Yes......................  Yes.
 TX.
Houston-The Woodlands-Sugar Land,   Greater Heights/      Yes......................  Yes.
 TX.                                 Washington Avenue.
Houston-The Woodlands-Sugar Land,   Greenway/Upper Kirby  Yes......................  Yes.
 TX.
Houston-The Woodlands-Sugar Land,   Katy................  Yes......................  Yes.
 TX.
Houston-The Woodlands-Sugar Land,   Memorial............  Yes......................  Yes.
 TX.
Houston-The Woodlands-Sugar Land,   Sugar Land/Stafford.  Yes......................  Yes.
 TX.
Houston-The Woodlands-Sugar Land,   The Woodlands.......  Yes......................  Yes.
 TX.
Houston-The Woodlands-Sugar Land,   West University/      Yes......................  Yes.
 TX.                                 Medical Center/
                                     Third Ward.
Jacksonville, FL..................  Baymeadows..........  Yes......................  Yes.
Jacksonville, FL..................  Upper Southside.....  Yes......................  Yes.
Kansas City, MO-KS................  Lee's Summit/Blue     Yes......................  Yes.
                                     Springs/Raytown.
Las Vegas-Henderson-Paradise, NV..  Henderson...........  Yes......................  Yes.
Las Vegas-Henderson-Paradise, NV..  Northwest Las Vegas.  Yes......................  Yes.
Las Vegas-Henderson-Paradise, NV..  Summerlin/The Lakes.  Yes......................  Yes.
Los Angeles-Long Beach-Glendale,    Downtown Los Angeles  Yes......................  Yes.
 CA.
Memphis, TN-MS-AR.................  Cordova/Bartlett....  Yes......................  Yes.
Memphis, TN-MS-AR.................  Germantown/           Yes......................  Yes.
                                     Collierville.
Mobile/Daphne, AL.................  North Mobile........  Yes......................  Yes.
Nashville-Davidson-Murfreesboro-    Central Nashville...  Yes......................  Yes.
 Franklin, TN.
Nashville-Davidson-Murfreesboro-    East Nashville......  Yes......................  Yes.
 Franklin, TN.
Nashville-Davidson-Murfreesboro-    Franklin/Brentwood..  Yes......................  Yes.
 Franklin, TN.
Nashville-Davidson-Murfreesboro-    South Nashville.....  Yes......................  Yes.
 Franklin, TN.
Nashville-Davidson-Murfreesboro-    Southeast Nashville.  Yes......................  Yes.
 Franklin, TN.
Nashville-Davidson-Murfreesboro-    West Nashville......  .........................  Yes.
 Franklin, TN.
Orlando-Kissimmee-Sanford, FL.....  Altamonte Springs/    Yes......................  Yes.
                                     Apopka.
Orlando-Kissimmee-Sanford, FL.....  Casselberry/Winter    Yes......................  Yes.
                                     Springs/Oviedo.
Orlando-Kissimmee-Sanford, FL.....  Central Orlando.....  Yes......................  Yes.
Orlando-Kissimmee-Sanford, FL.....  East Orange County..  Yes......................  Yes.
Orlando-Kissimmee-Sanford, FL.....  East Orlando........  Yes......................  Yes.
Orlando-Kissimmee-Sanford, FL.....  Kissimmee/Osceola     Yes......................  Yes.
                                     County.
Orlando-Kissimmee-Sanford, FL.....  Sanford/Lake Mary...  Yes......................  Yes.
Orlando-Kissimmee-Sanford, FL.....  South Orange County.  Yes......................  Yes.
Orlando-Kissimmee-Sanford, FL.....  Southwest Orlando...  Yes......................  Yes.
Orlando-Kissimmee-Sanford, FL.....  Winter Park/Maitland  Yes......................  Yes.
Phoenix-Mesa-Scottsdale, AZ.......  Chandler............  Yes......................  Yes.
Phoenix-Mesa-Scottsdale, AZ.......  Deer Valley.........  Yes......................  Yes.
Phoenix-Mesa-Scottsdale, AZ.......  North Glendale......  Yes......................  Yes.
Phoenix-Mesa-Scottsdale, AZ.......  South Phoenix.......  Yes......................  Yes.
Portland-Vancouver-Hillsboro, OR-   Aloha/West Beaverton  Yes......................  Yes.
 WA.
Portland-Vancouver-Hillsboro, OR-   Central Portland....  Yes......................  Yes.
 WA.
Portland-Vancouver-Hillsboro, OR-   Hillsboro...........  Yes......................  Yes.
 WA.
Portland-Vancouver-Hillsboro, OR-   Lake Oswego/Tualatin/ Yes......................  Yes.
 WA.                                 Wilsonville.
Raleigh/Durham, NC................  Central Raleigh.....  Yes......................  Yes.
Raleigh/Durham, NC................  Chapel Hill/Carrboro  Yes......................  Yes.
Raleigh/Durham, NC................  East Durham.........  Yes......................  Yes.
Raleigh/Durham, NC................  Far North Raleigh...  Yes......................  Yes.
Raleigh/Durham, NC................  Near North Raleigh..  Yes......................  Yes.
Raleigh/Durham, NC................  North Cary/           Yes......................  Yes.
                                     Morrisville.

[[Page 8591]]

 
Raleigh/Durham, NC................  Northeast Raleigh...  Yes......................  Yes.
Raleigh/Durham, NC................  Northwest Durham/     .........................  Yes.
                                     Downtown.
Raleigh/Durham, NC................  Northwest Raleigh...  Yes......................  Yes.
Raleigh/Durham, NC................  South Cary/Apex.....  Yes......................  Yes.
Raleigh/Durham, NC................  Southwest Durham....  Yes......................  Yes.
Reno, NV..........................  South Reno..........  Yes......................  Yes.
Richmond, VA......................  Northwest Richmond..  Yes......................  Yes.
Richmond, VA......................  Tuckahoe/Westhampton  Yes......................  Yes.
Riverside-San Bernardino-Ontario,   Corona..............  .........................  Yes.
 CA.
Riverside-San Bernardino-Ontario,   Rancho Cucamonga/     Yes......................  Yes.
 CA.                                 Upland.
Riverside-San Bernardino-Ontario,   Temecula/Murrieta...  Yes......................  Yes.
 CA.
Salt Lake City/Ogden/Clearfield,    Midvale/Sandy/Draper  Yes......................  Yes.
 UT.
Salt Lake City/Ogden/Clearfield,    Southwest Salt Lake   Yes......................  Yes.
 UT.                                 City.
San Antonio-New Braunfels, TX.....  Far North Central     Yes......................  Yes.
                                     San Antonio.
San Antonio-New Braunfels, TX.....  Far Northwest San     Yes......................  Yes.
                                     Antonio.
San Antonio-New Braunfels, TX.....  North Central San     .........................  Yes.
                                     Antonio.
San Antonio-New Braunfels, TX.....  Northwest San         Yes......................  Yes.
                                     Antonio.
San Diego-Carlsbad, CA............  Downtown San Diego/   .........................  Yes.
                                     Coronado.
San Diego-Carlsbad, CA............  Northeast San Diego.  Yes......................  Yes.
Seattle-Bellevue-Everett, WA......  Downtown Seattle....  .........................  Yes.
Seattle-Bellevue-Everett, WA......  Federal Way/Des       .........................  Yes.
                                     Moines.
Seattle-Bellevue-Everett, WA......  Redmond.............  .........................  Yes.
Seattle-Bellevue-Everett, WA......  Renton..............  Yes......................  Yes.
Tampa-St. Petersburg-Clearwater,    Carrollwood/Citrus    Yes......................  Yes.
 FL.                                 Park.
Tampa-St. Petersburg-Clearwater,    Central Tampa.......  Yes......................  Yes.
 FL.
Tampa-St. Petersburg-Clearwater,    Town and Country/     Yes......................  Yes.
 FL.                                 Westchase.
Tucson, AZ........................  Casas Adobes/Oro      Yes......................  Yes.
                                     Valley.
Tucson, AZ........................  Catalina Foothills..  Yes......................  Yes.
Washington-Arlington-Alexandria,    Germantown..........  Yes......................  Yes.
 DC-VA-MD-WV.
Washington-Arlington-Alexandria,    Loudoun County......  Yes......................  Yes.
 DC-VA-MD-WV.
Washington-Arlington-Alexandria,    Manassas/Far          Yes......................  Yes.
 DC-VA-MD-WV.                        Southwest Suburbs.
Washington-Arlington-Alexandria,    Navy Yard/Capitol     Yes......................  Yes.
 DC-VA-MD-WV.                        South.
Washington-Arlington-Alexandria,    Northeast DC........  Yes......................  Yes.
 DC-VA-MD-WV.
Washington-Arlington-Alexandria,    Reston/Herndon......  Yes......................  Yes.
 DC-VA-MD-WV.
Washington-Arlington-Alexandria,    Tysons Corner/Falls   Yes......................  Yes.
 DC-VA-MD-WV.                        Church/Merrifield.
Washington-Arlington-Alexandria,    West Alexandria.....  Yes......................  Yes.
 DC-VA-MD-WV.
Washington-Arlington-Alexandria,    West Fairfax County.  Yes......................  Yes.
 DC-VA-MD-WV.
Washington-Arlington-Alexandria,    Woodbridge/Dale City  Yes......................  Yes.
 DC-VA-MD-WV.
----------------------------------------------------------------------------------------------------------------

XII. Appendix B: Submarkets by Bedroom Count

----------------------------------------------------------------------------------------------------------------
                                                    Number of                            YS/AIRM/OneSite 30% or
             Area                   Submarket          beds       YS/AIRM 30% or more             more
----------------------------------------------------------------------------------------------------------------
Anaheim-Santa Ana-Irvine, CA..  South Orange                 1  Yes...................  Yes.
                                 County.
Atlanta-Sandy Springs-Roswell,  Alpharetta/                  1  Yes...................  Yes.
 GA.                             Cumming.
Atlanta-Sandy Springs-Roswell,  Briarcliff.......            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Buckhead.........            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Chamblee/                    1  Yes...................  Yes.
 GA.                             Brookhaven.
Atlanta-Sandy Springs-Roswell,  Decatur..........            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Downtown Atlanta.            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Duluth...........            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Dunwoody.........            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Kennesaw/Acworth.            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Midtown Atlanta..            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Norcross.........            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Northeast Atlanta            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Northeast Cobb/              1  Yes...................  Yes.
 GA.                             Woodstock.
Atlanta-Sandy Springs-Roswell,  Northeast                    1  Yes...................  Yes.
 GA.                             Gwinnett County.
Atlanta-Sandy Springs-Roswell,  Roswell..........            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Sandy Springs....            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Smyrna...........            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  South Cobb County/           1  Yes...................  Yes.
 GA.                             Douglasville.
Atlanta-Sandy Springs-Roswell,  Southeast                    1  Yes...................  Yes.
 GA.                             Gwinnett County.
Atlanta-Sandy Springs-Roswell,  Southeast                    1  Yes...................  Yes.
 GA.                             Marietta.
Atlanta-Sandy Springs-Roswell,  Southwest Atlanta            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Vinings..........            1  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  West Atlanta.....            1  Yes...................  Yes.
 GA.
Austin-Round Rock, TX.........  Arboretum........            1  Yes...................  Yes.
Austin-Round Rock, TX.........  Cedar Park.......            1  Yes...................  Yes.

[[Page 8592]]

 
Austin-Round Rock, TX.........  Downtown/                    1  Yes...................  Yes.
                                 University.
Austin-Round Rock, TX.........  East Austin......            1  Yes...................  Yes.
Austin-Round Rock, TX.........  Far South Austin.            1  Yes...................  Yes.
Austin-Round Rock, TX.........  Far West Austin..            1  Yes...................  Yes.
Austin-Round Rock, TX.........  Near North Austin            1  Yes...................  Yes.
Austin-Round Rock, TX.........  North Central                1  Yes...................  Yes.
                                 Austin.
Austin-Round Rock, TX.........  Northwest Austin.            1  Yes...................  Yes.
Austin-Round Rock, TX.........  Pflugerville/                1  Yes...................  Yes.
                                 Wells Branch.
Austin-Round Rock, TX.........  Round Rock/                  1  Yes...................  Yes.
                                 Georgetown.
Austin-Round Rock, TX.........  South Austin.....            1  Yes...................  Yes.
Austin-Round Rock, TX.........  Southwest Austin.            1  Yes...................  Yes.
Baltimore-Columbia-Towson, MD.  Columbia/North               1  Yes...................  Yes.
                                 Laurel.
Birmingham-Hoover, AL.........  Southeast                    1  Yes...................  Yes.
                                 Birmingham.
Boston-Cambridge-Newton, MA-NH  Chelsea/Revere/              1  ......................  Yes.
                                 Charlestown.
Boston-Cambridge-Newton, MA-NH  East Middlesex               1  Yes...................  Yes.
                                 County.
Boston-Cambridge-Newton, MA-NH  Quincy...........            1  Yes...................  Yes.
Boston-Cambridge-Newton, MA-NH  West Norfolk                 1  ......................  Yes.
                                 County.
Charleston-North Charleston,    Downtown/Mount               1  Yes...................  Yes.
 SC.                             Pleasant/Islands.
Charleston-North Charleston,    West Ashley......            1  Yes...................  Yes.
 SC.
Charlotte-Concord-Gastonia, NC- Ballantyne.......            1  Yes...................  Yes.
 SC.
Charlotte-Concord-Gastonia, NC- Huntersville/                1  Yes...................  Yes.
 SC.                             Cornelius.
Charlotte-Concord-Gastonia, NC- Matthews/                    1  Yes...................  Yes.
 SC.                             Southeast
                                 Charlotte.
Charlotte-Concord-Gastonia, NC- Myers Park.......            1  Yes...................  Yes.
 SC.
Charlotte-Concord-Gastonia, NC- North Charlotte..            1  Yes...................  Yes.
 SC.
Charlotte-Concord-Gastonia, NC- South Charlotte..            1  Yes...................  Yes.
 SC.
Charlotte-Concord-Gastonia, NC- Southwest                    1  Yes...................  Yes.
 SC.                             Charlotte.
Charlotte-Concord-Gastonia, NC- UNC Charlotte....            1  Yes...................  Yes.
 SC.
Charlotte-Concord-Gastonia, NC- Uptown/South End.            1  Yes...................  Yes.
 SC.
Chicago-Naperville-Elgin, IL-   The Loop.........            1  Yes...................  Yes.
 IN-WI.
Colorado Springs, CO..........  North Colorado               1  Yes...................  Yes.
                                 Springs.
Dallas-Plano-Irving, TX.......  Addison/Bent Tree            1  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Allen/McKinney...            1  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Carrollton/                  1  Yes...................  Yes.
                                 Farmers Branch.
Dallas-Plano-Irving, TX.......  Central/East                 1  Yes...................  Yes.
                                 Plano.
Dallas-Plano-Irving, TX.......  East Dallas......            1  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Frisco...........            1  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Grand Prairie....            1  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Intown Dallas....            1  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Las Colinas/                 1  Yes...................  Yes.
                                 Coppell.
Dallas-Plano-Irving, TX.......  Lewisville/Flower            1  Yes...................  Yes.
                                 Mound.
Dallas-Plano-Irving, TX.......  North Irving.....            1  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  North Oak Cliff/             1  Yes...................  Yes.
                                 West Dallas.
Dallas-Plano-Irving, TX.......  Oak Lawn/Park                1  Yes...................  Yes.
                                 Cities.
Dallas-Plano-Irving, TX.......  Richardson.......            1  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Rockwall/Rowlett/            1  Yes...................  Yes.
                                 Wylie.
Dallas-Plano-Irving, TX.......  The Colony/Far               1  Yes...................  Yes.
                                 North Carrollton.
Dallas-Plano-Irving, TX.......  West Plano.......            1  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Broomfield.......            1  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Downtown/                    1  Yes...................  Yes.
                                 Highlands/
                                 Lincoln Park.
Denver-Aurora-Lakewood, CO....  Highlands Ranch..            1  Yes...................  Yes
Denver-Aurora-Lakewood, CO....  Littleton........            1  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Northeast Denver.            1  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Parker/Castle                1  Yes...................  Yes.
                                 Rock.
Denver-Aurora-Lakewood, CO....  South Lakewood...            1  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Southeast Aurora/            1  Yes...................  Yes.
                                 East Arapahoe
                                 County.
Denver-Aurora-Lakewood, CO....  Southeast Denver.            1  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Tech Center......            1  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Thornton/                    1  Yes...................  Yes.
                                 Northglenn.
Denver-Aurora-Lakewood, CO....  Westminster......            1  Yes...................  Yes.
Fort Lauderdale-Pompano Beach-  Plantation/Davie/            1  Yes...................  Yes.
 Deerfield Beach, FL.            Weston.
Fort Worth-Arlington, TX......  Grapevine/                   1  Yes...................  Yes.
                                 Southlake.
Fort Worth-Arlington, TX......  Northeast Fort               1  Yes...................  Yes.
                                 Worth/North
                                 Richland Hills.
Hartford-West Hartford-East     Southeast                    1  ......................  Yes.
 Hartford, CT.                   Hartford/
                                 Middlesex County.
Houston-The Woodlands-Sugar     Bear Creek.......            1  Yes...................  Yes.
 Land, TX.
Houston-The Woodlands-Sugar     Downtown/Montrose/           1  Yes...................  Yes.
 Land, TX.                       River Oaks.
Houston-The Woodlands-Sugar     Far West Houston.            1  Yes...................  Yes.
 Land, TX.
Houston-The Woodlands-Sugar     Friendswood/                 1  ......................  Yes.
 Land, TX.                       Pearland.
Houston-The Woodlands-Sugar     Galleria/Uptown..            1  Yes...................  Yes.
 Land, TX.
Houston-The Woodlands-Sugar     Greater Heights/             1  Yes...................  Yes.
 Land, TX.                       Washington
                                 Avenue.
Houston-The Woodlands-Sugar     Greenway/Upper               1  Yes...................  Yes.
 Land, TX.                       Kirby.
Houston-The Woodlands-Sugar     Katy.............            1  Yes...................  Yes.
 Land, TX.
Houston-The Woodlands-Sugar     Memorial.........            1  Yes...................  Yes.
 Land, TX.

[[Page 8593]]

 
Houston-The Woodlands-Sugar     Sugar Land/                  1  Yes...................  Yes.
 Land, TX.                       Stafford.
Houston-The Woodlands-Sugar     The Woodlands....            1  Yes...................  Yes.
 Land, TX.
Houston-The Woodlands-Sugar     West University/             1  Yes...................  Yes.
 Land, TX.                       Medical Center/
                                 Third Ward.
Jacksonville, FL..............  Baymeadows.......            1  Yes...................  Yes.
Jacksonville, FL..............  Upper Southside..            1  Yes...................  Yes.
Kansas City, MO-KS............  Lee's Summit/Blue            1  Yes...................  Yes.
                                 Springs/Raytown.
Las Vegas-Henderson-Paradise,   Henderson........            1  Yes...................  Yes.
 NV.
Las Vegas-Henderson-Paradise,   Northwest Las                1  Yes...................  Yes.
 NV.                             Vegas.
Las Vegas-Henderson-Paradise,   Summerlin/The                1  Yes...................  Yes.
 NV.                             Lakes.
Los Angeles-Long Beach-         Downtown Los                 1  Yes...................  Yes.
 Glendale, CA.                   Angeles.
Memphis, TN-MS-AR.............  Cordova/Bartlett.            1  Yes...................  Yes.
Memphis, TN-MS-AR.............  Germantown/                  1  Yes...................  Yes.
                                 Collierville.
Mobile/Daphne, AL.............  North Mobile.....            1  Yes...................  Yes.
Nashville-Davidson--            Central Nashville            1  Yes...................  Yes.
 Murfreesboro--Franklin, TN.
Nashville-Davidson--            East Nashville...            1  Yes...................  Yes.
 Murfreesboro--Franklin, TN.
Nashville-Davidson--            Franklin/                    1  Yes...................  Yes.
 Murfreesboro--Franklin, TN.     Brentwood.
Nashville-Davidson--            South Nashville..            1  Yes...................  Yes.
 Murfreesboro--Franklin, TN.
Nashville-Davidson--            Southeast                    1  Yes...................  Yes.
 Murfreesboro--Franklin, TN.     Nashville.
Nashville-Davidson--            West Nashville...            1  Yes...................  Yes.
 Murfreesboro--Franklin, TN.
Orlando-Kissimmee-Sanford, FL.  Altamonte Springs/           1  Yes...................  Yes.
                                 Apopka.
Orlando-Kissimmee-Sanford, FL.  Casselberry/                 1  Yes...................  Yes.
                                 Winter Springs/
                                 Oviedo.
Orlando-Kissimmee-Sanford, FL.  Central Orlando..            1  Yes...................  Yes.
Orlando-Kissimmee-Sanford, FL.  East Orange                  1  Yes...................  Yes.
                                 County.
Orlando-Kissimmee-Sanford, FL.  East Orlando.....            1  Yes...................  Yes.
Orlando-Kissimmee-Sanford, FL.  Kissimmee/Osceola            1  Yes...................  Yes.
                                 County.
Orlando-Kissimmee-Sanford, FL.  Sanford/Lake Mary            1  Yes...................  Yes.
Orlando-Kissimmee-Sanford, FL.  South Orange                 1  Yes...................  Yes.
                                 County.
Orlando-Kissimmee-Sanford, FL.  Southwest Orlando            1  Yes...................  Yes.
Orlando-Kissimmee-Sanford, FL.  Winter Park/                 1  Yes...................  Yes.
                                 Maitland.
Phoenix-Mesa-Scottsdale, AZ...  Chandler.........            1  Yes...................  Yes.
Phoenix-Mesa-Scottsdale, AZ...  Deer Valley......            1  Yes...................  Yes.
Phoenix-Mesa-Scottsdale, AZ...  North Glendale...            1  Yes...................  Yes.
Phoenix-Mesa-Scottsdale, AZ...  South Phoenix....            1  Yes...................  Yes.
Portland-Vancouver-Hillsboro,   Aloha/West                   1  Yes...................  Yes.
 OR-WA.                          Beaverton.
Portland-Vancouver-Hillsboro,   Central Portland.            1  Yes...................  Yes.
 OR-WA.
Portland-Vancouver-Hillsboro,   Hillsboro........            1  Yes...................  Yes.
 OR-WA.
Portland-Vancouver-Hillsboro,   Lake Oswego/                 1  Yes...................  Yes.
 OR-WA.                          Tualatin/
                                 Wilsonville.
Raleigh/Durham, NC............  Central Raleigh..            1  Yes...................  Yes.
Raleigh/Durham, NC............  Chapel Hill/                 1  ......................  Yes.
                                 Carrboro.
Raleigh/Durham, NC............  East Durham......            1  Yes...................  Yes.
Raleigh/Durham, NC............  Far North Raleigh            1  ......................  Yes.
Raleigh/Durham, NC............  Near North                   1  Yes...................  Yes.
                                 Raleigh.
Raleigh/Durham, NC............  North Cary/                  1  Yes...................  Yes.
                                 Morrisville.
Raleigh/Durham, NC............  Northeast Raleigh            1  Yes...................  Yes.
Raleigh/Durham, NC............  Northwest Durham/            1  Yes...................  Yes.
                                 Downtown.
Raleigh/Durham, NC............  Northwest Raleigh            1  Yes...................  Yes.
Raleigh/Durham, NC............  South Cary/Apex..            1  Yes...................  Yes.
Raleigh/Durham, NC............  Southwest Durham.            1  Yes...................  Yes.
Reno, NV......................  South Reno.......            1  Yes...................  Yes.
Richmond, VA..................  Northwest                    1  Yes...................  Yes.
                                 Richmond.
Richmond, VA..................  Tuckahoe/                    1  Yes...................  Yes.
                                 Westhampton.
Riverside-San Bernardino-       Corona...........            1  Yes...................  Yes.
 Ontario, CA.
Riverside-San Bernardino-       Rancho Cucamonga/            1  Yes...................  Yes.
 Ontario, CA.                    Upland.
Riverside-San Bernardino-       Temecula/Murrieta            1  Yes...................  Yes.
 Ontario, CA.
Salt Lake City/Ogden/           Midvale/Sandy/               1  Yes...................  Yes.
 Clearfield, UT.                 Draper.
Salt Lake City/Ogden/           Southwest Salt               1  Yes...................  Yes.
 Clearfield, UT.                 Lake City.
San Antonio-New Braunfels, TX.  Far North Central            1  Yes...................  Yes.
                                 San Antonio.
San Antonio-New Braunfels, TX.  Far Northwest San            1  Yes...................  Yes.
                                 Antonio.
San Antonio-New Braunfels, TX.  North Central San            1  Yes...................  Yes.
                                 Antonio.
San Antonio-New Braunfels, TX.  Northwest San                1  Yes...................  Yes.
                                 Antonio.
San Diego-Carlsbad, CA........  Downtown San                 1  Yes...................  Yes.
                                 Diego/Coronado.
San Diego-Carlsbad, CA........  Northeast San                1  Yes...................  Yes.
                                 Diego.
Seattle-Bellevue-Everett, WA..  Downtown Seattle.            1  Yes...................  Yes.
Seattle-Bellevue-Everett, WA..  Federal Way/Des              1  ......................  Yes.
                                 Moines.
Seattle-Bellevue-Everett, WA..  Redmond..........            1  Yes...................  Yes.
Seattle-Bellevue-Everett, WA..  Renton...........            1  Yes...................  Yes.
Tampa-St. Petersburg-           Carrollwood/                 1  Yes...................  Yes.
 Clearwater, FL.                 Citrus Park.

[[Page 8594]]

 
Tampa-St. Petersburg-           Central Tampa....            1  Yes...................  Yes.
 Clearwater, FL.
Tampa-St. Petersburg-           Town and Country/            1  Yes...................  Yes.
 Clearwater, FL.                 Westchase.
Tucson, AZ....................  Casas Adobes/Oro             1  Yes...................  Yes.
                                 Valley.
Tucson, AZ....................  Catalina                     1  Yes...................  Yes.
                                 Foothills.
Washington-Arlington-           Germantown.......            1  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.
Washington-Arlington-           Loudoun County...            1  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.
Washington-Arlington-           Manassas/Far                 1  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.        Southwest
                                 Suburbs.
Washington-Arlington-           Navy Yard/Capitol            1  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.        South.
Washington-Arlington-           Northeast DC.....            1  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.
Washington-Arlington-           Reston/Herndon...            1  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.
Washington-Arlington-           Tysons Corner/               1  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.        Falls Church/
                                 Merrifield.
Washington-Arlington-           West Alexandria..            1  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.
Washington-Arlington-           West Fairfax                 1  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.        County.
Washington-Arlington-           Woodbridge/Dale              1  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.        City.
Anaheim-Santa Ana-Irvine, CA..  South Orange                 2  Yes...................  Yes.
                                 County.
Atlanta-Sandy Springs-Roswell,  Alpharetta/                  2  Yes...................  Yes.
 GA.                             Cumming.
Atlanta-Sandy Springs-Roswell,  Briarcliff.......            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Buckhead.........            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Chamblee/                    2  Yes...................  Yes.
 GA.                             Brookhaven.
Atlanta-Sandy Springs-Roswell,  Decatur..........            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Downtown Atlanta.            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Duluth...........            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Dunwoody.........            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Kennesaw/Acworth.            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Midtown Atlanta..            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Norcross.........            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Northeast Atlanta            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Northeast Cobb/              2  Yes...................  Yes.
 GA.                             Woodstock.
Atlanta-Sandy Springs-Roswell,  Northeast                    2  Yes...................  Yes.
 GA.                             Gwinnett County.
Atlanta-Sandy Springs-Roswell,  Roswell..........            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Sandy Springs....            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Smyrna...........            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  South Cobb County/           2  Yes...................  Yes.
 GA.                             Douglasville.
Atlanta-Sandy Springs-Roswell,  Southeast                    2  Yes...................  Yes.
 GA.                             Gwinnett County.
Atlanta-Sandy Springs-Roswell,  Southeast                    2  Yes...................  Yes.
 GA.                             Marietta.
Atlanta-Sandy Springs-Roswell,  Southwest Atlanta            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  Vinings..........            2  Yes...................  Yes.
 GA.
Atlanta-Sandy Springs-Roswell,  West Atlanta.....            2  Yes...................  Yes.
 GA.
Austin-Round Rock, TX.........  Arboretum........            2  Yes...................  Yes.
Austin-Round Rock, TX.........  Cedar Park.......            2  Yes...................  Yes.
Austin-Round Rock, TX.........  Downtown/                    2  Yes...................  Yes.
                                 University.
Austin-Round Rock, TX.........  East Austin......            2  Yes...................  Yes.
Austin-Round Rock, TX.........  Far South Austin.            2  Yes...................  Yes.
Austin-Round Rock, TX.........  Far West Austin..            2  Yes...................  Yes.
Austin-Round Rock, TX.........  Near North Austin            2  Yes...................  Yes.
Austin-Round Rock, TX.........  North Central                2  Yes...................  Yes.
                                 Austin.
Austin-Round Rock, TX.........  Northwest Austin.            2  Yes...................  Yes.
Austin-Round Rock, TX.........  Pflugerville/                2  Yes...................  Yes.
                                 Wells Branch.
Austin-Round Rock, TX.........  Round Rock/                  2  Yes...................  Yes.
                                 Georgetown.
Austin-Round Rock, TX.........  South Austin.....            2  Yes...................  Yes.
Austin-Round Rock, TX.........  Southwest Austin.            2  Yes...................  Yes.
Baltimore-Columbia-Towson, MD.  Columbia/North               2  Yes...................  Yes.
                                 Laurel.
Birmingham-Hoover, AL.........  Southeast                    2  Yes...................  Yes.
                                 Birmingham.
Boston-Cambridge-Newton, MA-NH  East Middlesex               2  Yes...................  Yes.
                                 County.
Charleston-North Charleston,    Downtown/Mount               2  Yes...................  Yes.
 SC.                             Pleasant/Islands.
Charleston-North Charleston,    West Ashley......            2  Yes...................  Yes.
 SC.
Charlotte-Concord-Gastonia, NC- Ballantyne.......            2  Yes...................  Yes.
 SC.
Charlotte-Concord-Gastonia, NC- Huntersville/                2  Yes...................  Yes.
 SC.                             Cornelius.
Charlotte-Concord-Gastonia, NC- Myers Park.......            2  Yes...................  Yes.
 SC.
Charlotte-Concord-Gastonia, NC- North Charlotte..            2  Yes...................  Yes.
 SC.
Charlotte-Concord-Gastonia, NC- South Charlotte..            2  Yes...................  Yes.
 SC.
Charlotte-Concord-Gastonia, NC- Southwest                    2  Yes...................  Yes.
 SC.                             Charlotte.
Charlotte-Concord-Gastonia, NC- UNC Charlotte....            2  Yes...................  Yes.
 SC.

[[Page 8595]]

 
Charlotte-Concord-Gastonia, NC- Uptown/South End.            2  Yes...................  Yes.
 SC.
Chicago-Naperville-Elgin, IL-   The Loop.........            2  ......................  Yes.
 IN-WI.
Colorado Springs, CO..........  North Colorado               2  Yes...................  Yes.
                                 Springs.
Dallas-Plano-Irving, TX.......  Addison/Bent Tree            2  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Allen/McKinney...            2  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Carrollton/                  2  ......................  Yes.
                                 Farmers Branch.
Dallas-Plano-Irving, TX.......  Central/East                 2  Yes...................  Yes.
                                 Plano.
Dallas-Plano-Irving, TX.......  East Dallas......            2  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Frisco...........            2  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Grand Prairie....            2  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Intown Dallas....            2  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Las Colinas/                 2  Yes...................  Yes.
                                 Coppell.
Dallas-Plano-Irving, TX.......  Lewisville/Flower            2  Yes...................  Yes.
                                 Mound.
Dallas-Plano-Irving, TX.......  North Irving.....            2  ......................  Yes.
Dallas-Plano-Irving, TX.......  North Oak Cliff/             2  Yes...................  Yes.
                                 West Dallas.
Dallas-Plano-Irving, TX.......  Oak Lawn/Park                2  Yes...................  Yes.
                                 Cities.
Dallas-Plano-Irving, TX.......  Richardson.......            2  Yes...................  Yes.
Dallas-Plano-Irving, TX.......  Rockwall/Rowlett/            2  Yes...................  Yes.
                                 Wylie.
Dallas-Plano-Irving, TX.......  The Colony/Far               2  Yes...................  Yes.
                                 North Carrollton.
Dallas-Plano-Irving, TX.......  West Plano.......            2  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Broomfield.......            2  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Downtown/                    2  Yes...................  Yes.
                                 Highlands/
                                 Lincoln Park.
Denver-Aurora-Lakewood, CO....  Highlands Ranch..            2  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Littleton........            2  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Northeast Denver.            2  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Parker/Castle                2  Yes...................  Yes.
                                 Rock.
Denver-Aurora-Lakewood, CO....  South Lakewood...            2  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Southeast Aurora/            2  Yes...................  Yes.
                                 East Arapahoe
                                 County.
Denver-Aurora-Lakewood, CO....  Southeast Denver.            2  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Tech Center......            2  Yes...................  Yes.
Denver-Aurora-Lakewood, CO....  Thornton/                    2  Yes...................  Yes.
                                 Northglenn.
Denver-Aurora-Lakewood, CO....  Westminster......            2  Yes...................  Yes.
Fort Lauderdale-Pompano Beach-  Plantation/Davie/            2  Yes...................  Yes.
 Deerfield Beach, FL.            Weston.
Fort Worth-Arlington, TX......  Grapevine/                   2  Yes...................  Yes.
                                 Southlake.
Fort Worth-Arlington, TX......  Northeast Fort               2  ......................  Yes.
                                 Worth/North
                                 Richland Hills.
Hartford-West Hartford-East     Southeast                    2  Yes...................  Yes.
 Hartford, CT.                   Hartford/
                                 Middlesex County.
Houston-The Woodlands-Sugar     Bear Creek.......            2  ......................  Yes.
 Land, TX.
Houston-The Woodlands-Sugar     Downtown/Montrose/           2  Yes...................  Yes.
 Land, TX.                       River Oaks.
Houston-The Woodlands-Sugar     Far West Houston.            2  Yes...................  Yes.
 Land, TX.
Houston-The Woodlands-Sugar     Friendswood/                 2  Yes...................  Yes.
 Land, TX.                       Pearland.
Houston-The Woodlands-Sugar     Galleria/Uptown..            2  Yes...................  Yes.
 Land, TX.
Houston-The Woodlands-Sugar     Greater Heights/             2  Yes...................  Yes.
 Land, TX.                       Washington
                                 Avenue.
Houston-The Woodlands-Sugar     Greenway/Upper               2  Yes...................  Yes.
 Land, TX.                       Kirby.
Houston-The Woodlands-Sugar     Memorial.........            2  Yes...................  Yes.
 Land, TX.
Houston-The Woodlands-Sugar     Sugar Land/                  2  Yes...................  Yes.
 Land, TX.                       Stafford.
Houston-The Woodlands-Sugar     The Woodlands....            2  Yes...................  Yes.
 Land, TX.
Houston-The Woodlands-Sugar     West University/             2  Yes...................  Yes.
 Land, TX.                       Medical Center/
                                 Third Ward.
Jacksonville, FL..............  Baymeadows.......            2  Yes...................  Yes.
Jacksonville, FL..............  Upper Southside..            2  Yes...................  Yes.
Kansas City, MO-KS............  Lee's Summit/Blue            2  Yes...................  Yes.
                                 Springs/Raytown.
Las Vegas-Henderson-Paradise,   Henderson........            2  Yes...................  Yes.
 NV.
Las Vegas-Henderson-Paradise,   Northwest Las                2  Yes...................  Yes.
 NV.                             Vegas.
Las Vegas-Henderson-Paradise,   Summerlin/The                2  Yes...................  Yes.
 NV.                             Lakes.
Los Angeles-Long Beach-         Downtown Los                 2  Yes...................  Yes.
 Glendale, CA.                   Angeles.
Memphis, TN-MS-AR.............  Cordova/Bartlett.            2  Yes...................  Yes.
Memphis, TN-MS-AR.............  Germantown/                  2  Yes...................  Yes.
                                 Collierville.
Mobile/Daphne, AL.............  North Mobile.....            2  Yes...................  Yes.
Nashville-Davidson--            Central Nashville            2  Yes...................  Yes.
 Murfreesboro--Franklin, TN.
Nashville-Davidson--            East Nashville...            2  Yes...................  Yes.
 Murfreesboro--Franklin, TN.
Nashville-Davidson--            Franklin/                    2  Yes...................  Yes.
 Murfreesboro--Franklin, TN.     Brentwood.
Nashville-Davidson--            South Nashville..            2  Yes...................  Yes.
 Murfreesboro--Franklin, TN.
Nashville-Davidson--            Southeast                    2  Yes...................  Yes.
 Murfreesboro--Franklin, TN.     Nashville.
Orlando-Kissimmee-Sanford, FL.  Altamonte Springs/           2  Yes...................  Yes.
                                 Apopka.
Orlando-Kissimmee-Sanford, FL.  Casselberry/                 2  Yes...................  Yes.
                                 Winter Springs/
                                 Oviedo.
Orlando-Kissimmee-Sanford, FL.  Central Orlando..            2  Yes...................  Yes.
Orlando-Kissimmee-Sanford, FL.  East Orange                  2  Yes...................  Yes.
                                 County.
Orlando-Kissimmee-Sanford, FL.  East Orlando.....            2  Yes...................  Yes.

[[Page 8596]]

 
Orlando-Kissimmee-Sanford, FL.  Kissimmee/Osceola            2  Yes...................  Yes.
                                 County.
Orlando-Kissimmee-Sanford, FL.  Sanford/Lake Mary            2  Yes...................  Yes.
Orlando-Kissimmee-Sanford, FL.  South Orange                 2  Yes...................  Yes.
                                 County.
Orlando-Kissimmee-Sanford, FL.  Southwest Orlando            2  Yes...................  Yes.
Orlando-Kissimmee-Sanford, FL.  Winter Park/                 2  Yes...................  Yes.
                                 Maitland.
Phoenix-Mesa-Scottsdale, AZ...  Chandler.........            2  Yes...................  Yes.
Phoenix-Mesa-Scottsdale, AZ...  Deer Valley......            2  Yes...................  Yes.
Phoenix-Mesa-Scottsdale, AZ...  North Glendale...            2  Yes...................  Yes.
Phoenix-Mesa-Scottsdale, AZ...  South Phoenix....            2  Yes...................  Yes.
Portland-Vancouver-Hillsboro,   Aloha/West                   2  Yes...................  Yes.
 OR-WA.                          Beaverton.
Portland-Vancouver-Hillsboro,   Central Portland.            2  Yes...................  Yes.
 OR-WA.
Portland-Vancouver-Hillsboro,   Hillsboro........            2  Yes...................  Yes.
 OR-WA.
Portland-Vancouver-Hillsboro,   Lake Oswego/                 2  Yes...................  Yes.
 OR-WA.                          Tualatin/
                                 Wilsonville.
Raleigh/Durham, NC............  Central Raleigh..            2  Yes...................  Yes.
Raleigh/Durham, NC............  Chapel Hill/                 2  Yes...................  Yes.
                                 Carrboro.
Raleigh/Durham, NC............  East Durham......            2  Yes...................  Yes.
Raleigh/Durham, NC............  Far North Raleigh            2  Yes...................  Yes.
Raleigh/Durham, NC............  Near North                   2  Yes...................  Yes.
                                 Raleigh.
Raleigh/Durham, NC............  North Cary/                  2  Yes...................  Yes.
                                 Morrisville.
Raleigh/Durham, NC............  Northeast Raleigh            2  Yes...................  Yes.
Raleigh/Durham, NC............  Northwest Raleigh            2  Yes...................  Yes.
Raleigh/Durham, NC............  South Cary/Apex..            2  Yes...................  Yes.
Raleigh/Durham, NC............  Southwest Durham.            2  Yes...................  Yes.
Reno, NV......................  South Reno.......            2  Yes...................  Yes.
Richmond, VA..................  Northwest                    2  Yes...................  Yes.
                                 Richmond.
Richmond, VA..................  Tuckahoe/                    2  Yes...................  Yes.
                                 Westhampton.
Riverside-San Bernardino-       Corona...........            2  Yes...................  Yes.
 Ontario, CA.
Riverside-San Bernardino-       Rancho Cucamonga/            2  Yes...................  Yes.
 Ontario, CA.                    Upland.
Riverside-San Bernardino-       Temecula/Murrieta            2  Yes...................  Yes.
 Ontario, CA.
Salt Lake City/Ogden/           Midvale/Sandy/               2  Yes...................  Yes.
 Clearfield, UT.                 Draper.
Salt Lake City/Ogden/           Southwest Salt               2  Yes...................  Yes.
 Clearfield, UT.                 Lake City.
San Antonio-New Braunfels, TX.  Far North Central            2  Yes...................  Yes.
                                 San Antonio.
San Antonio-New Braunfels, TX.  Far Northwest San            2  Yes...................  Yes.
                                 Antonio.
San Antonio-New Braunfels, TX.  North Central San            2  ......................  Yes.
                                 Antonio.
San Antonio-New Braunfels, TX.  Northwest San                2  ......................  Yes.
                                 Antonio.
San Diego-Carlsbad, CA........  Downtown San                 2  Yes...................  Yes.
                                 Diego/Coronado.
San Diego-Carlsbad, CA........  Northeast San                2  Yes...................  Yes.
                                 Diego.
Seattle-Bellevue-Everett, WA..  Downtown Seattle.            2  Yes...................  Yes.
Seattle-Bellevue-Everett, WA..  Federal Way/Des              2  ......................  Yes.
                                 Moines.
Seattle-Bellevue-Everett, WA..  Renton...........            2  Yes...................  Yes.
Tampa-St. Petersburg-           Carrollwood/                 2  Yes...................  Yes.
 Clearwater, FL.                 Citrus Park.
Tampa-St. Petersburg-           Central Tampa....            2  Yes...................  Yes.
 Clearwater, FL.
Tampa-St. Petersburg-           Town and Country/            2  Yes...................  Yes.
 Clearwater, FL.                 Westchase.
Tucson, AZ....................  Casas Adobes/Oro             2  Yes...................  Yes.
                                 Valley.
Tucson, AZ....................  Catalina                     2  Yes...................  Yes.
                                 Foothills.
Washington-Arlington-           Germantown.......            2  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.
Washington-Arlington-           Loudoun County...            2  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.
Washington-Arlington-           Manassas/Far                 2  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.        Southwest
                                 Suburbs.
Washington-Arlington-           Navy Yard/Capitol            2  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.        South.
Washington-Arlington-           Northeast DC.....            2  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.
Washington-Arlington-           Reston/Herndon...            2  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.
Washington-Arlington-           Tysons Corner/               2  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.        Falls Church/
                                 Merrifield.
Washington-Arlington-           West Alexandria..            2  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.
Washington-Arlington-           West Fairfax                 2  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.        County.
Washington-Arlington-           Woodbridge/Dale              2  Yes...................  Yes.
 Alexandria, DC-VA-MD-WV.        City.
----------------------------------------------------------------------------------------------------------------

United States District Court for the Middle District of North Carolina

    United States of America, Plaintiff, v. Cortland Management, 
LLC, Defendant.

Case No. 1:24-cv-00710-LCB-JLW

Proposed Final Judgment

    Whereas, Plaintiff, United States of America, filed its Complaint 
on January 7, 2025;

[[Page 8597]]

    And whereas, the United States and Defendant, Cortland Management, 
LLC, have consented to entry of this Final Judgment without the taking 
of testimony, without trial or adjudication of any issue of fact or 
law, and without this Final Judgment constituting any evidence against 
or admission by any party relating to any issue of liability or any 
other issue of fact or law;
    And whereas, Defendant agrees to undertake certain actions and 
refrain from certain conduct to remedy the loss of competition alleged 
in the Complaint;
    And whereas, Defendant represents that the relief required by this 
Final Judgment can and will be made and that Defendant will not later 
raise a claim of hardship or difficulty as grounds for asking the Court 
to modify any provision of this Final Judgment;
    Now therefore, it is ordered, adjudged, and decreed:

I. Jurisdiction

    The Court has jurisdiction over the subject matter of and each of 
the parties to this action. The Complaint states a claim upon which 
relief may be granted against Defendant under Section 1 of the Sherman 
Act, 15 U.S.C. 1.

II. Definitions

    As used in this Final Judgment:
    A. ``Cortland'' or ``Defendant'' means Defendant Cortland 
Management, LLC, a Delaware corporation with its headquarters in 
Atlanta, Georgia, its successors and assigns, and all of its 
subsidiaries, divisions, groups, affiliates, parents, partnerships, and 
joint ventures, and their directors, officers, managers, agents, and 
employees.
    B. ``Competitively Sensitive Information'' means, in this Final 
Judgment, property-specific data or information (whether past, present, 
or prospective) which, individually or when aggregated with such data 
or information from other properties, (1) could be reasonably used to 
determine current or future rental supply, demand, or pricing at a 
property or of any property's units, including but not limited to 
executed rents, rental price concessions or discounts, guest traffic, 
guest applications, occupancy or vacancy, lease terms or lease 
expirations; (2) relates to the Property Owner's or Property Manager's 
use of settings or user-specified parameters within Revenue Management 
Products with respect to such property or properties; or (3) relates to 
the Property Owner's or Property Manager's rental pricing amount, 
formula, or strategy, including rental price concessions or discounts, 
in each case, with respect to such property or properties.
    C. ``Cooperation Subject Matter'' means Cortland's use of 
RealPage's Revenue Management Products, the violations of only Section 
2 of the Sherman Act alleged in United States et al. v. RealPage 
(currently docketed as No. 1:24-cv-00710 in the Middle District of 
North Carolina) and includes conduct as well as the effects of conduct. 
Cooperation Subject Matter expressly excludes the prohibited conduct 
described in Paragraph VI.A. and any violation of Section 1 of the 
Sherman Act or any similar state law.
    D. ``External Nonpublic Data'' means all Nonpublic Data from any 
Person other than Defendant. It does not include data for a Cortland 
Property.
    E. ``Cortland Property'' means a residential property, located 
within the United States and its territories, owned or managed by 
Defendant or its agents (collectively referred to as ``Cortland 
Properties'').
    F. ``Cortland Revenue Management Product'' means Cortland's 
internal proprietary revenue management software product that was in 
place as of January 1, 2025, and that has been under development since 
2020.
    G. ``Nonpublic Data'' means any Competitively Sensitive Information 
that is not Public Data.
    H. ``Person'' means any natural person, corporate entity, 
partnership, association, joint venture, limited liability company, 
fund, investment vehicle, or any other legal entity or trust.
    I. ``Property Owner(s)'' means any Person who owns a multifamily 
rental property or that Person's agent.
    J. ``Property Manager(s)'' means any Person, or the Person's agent, 
who manages a multifamily rental property.
    K. ``Pseudocode'' means any description of the steps in an 
algorithm or other software program in plain or natural language.
    L. ``Public Data'' means information on a rental unit's asking 
price (including publicly offered rental price concessions) that is 
readily accessible to the general public on the property's website, 
physical building, brochures, or on an internet listing service. Public 
Data includes information on a rental unit's asking price, concessions, 
amenities, and availability provided by a Property Manager or a 
Property Owner to any natural person who reasonably presents himself as 
a prospective renter. Public Data does not include any Competitively 
Sensitive Information obtained through communications between 
competitors.
    M. ``RealPage'' means RealPage, Inc., a Delaware corporation with 
its headquarters in Richardson, Texas.
    N. ``Revenue Management Product(s)'' means any software or service, 
including software as a service, that sets rental prices or generates 
rental pricing recommendations.
    O. ``Runtime Operation'' means any action taken by a Revenue 
Management Product while it runs, including generating rental prices or 
pricing recommendations for any units or set of units at a property. 
Runtime Operation does not mean training the demand and supply models.
    P. ``Settled Civil Claims'' means any civil claim by the United 
States arising from Defendant's conduct accruing before the filing of 
the complaint in this action relating to (1) Revenue Management 
Products, including RealPage revenue management products that use 
competitors' Competitively Sensitive Information, as well as (2) 
communications described by Paragraph VI.A.
    Q. ``Third-Party'' means any Person other than Cortland 
(collectively referred to as ``Third-Parties'').

III. Applicability

    This Final Judgment applies to Defendant, as defined above, and all 
other Persons in active concert or participation with Defendant who 
receive actual notice of this Final Judgment.

IV. Use of Proprietary Revenue Management Product(s)

    A. The Cortland Revenue Management Product must not set rental 
prices or generate rental pricing recommendations for a Cortland 
Property during its Runtime Operation using (1) External Nonpublic Data 
in any way, or (2) Nonpublic Data from a Cortland Property for another 
Cortland Property with a different Property Owner by pooling or 
combining Nonpublic Data from Cortland Properties that have different 
Property Owners.
    B. Defendant must not train the Cortland Revenue Management 
Product's model (1) using External Nonpublic Data in any way, or (2) by 
pooling or combining rental pricing, concessions, discounts, occupancy 
rates or capacity, or other rental pricing terms from Cortland 
Properties with different Property Owners. For the avoidance of doubt, 
Defendant is not prohibited from training its supply and demand models 
using pooled or combined Nonpublic Data from across all Cortland 
Properties that does not incorporate rental pricing, concessions, 
discounts, occupancy rates

[[Page 8598]]

or capacity, or other rental pricing terms.
    C. The Cortland Revenue Management Product must not disclose in any 
way Nonpublic Data from a Cortland Property to any other Property 
Manager or Property Owner (other than the Property Owner of the 
Cortland Property from which the data arises or relates).
    D. Within 30 calendar days after the Court's entry of the 
Stipulation and Order in this matter, Defendant must cease all direct 
or indirect use of Third-Party Revenue Management Products used as part 
of setting rental prices or generating rental pricing recommendations 
for any Cortland Property.
    E. If, during the term of this Final Judgment, management 
responsibilities or ownership of a property within the United States or 
its territories is transferred from another Property Manager or 
Property Owner to Defendant, Defendant will have 30 days from the date 
of transfer to discontinue use of any Third-Party Revenue Management 
Product for that property and transition the transferred property to 
the Cortland Revenue Management Product.

V. Restrictions Concerning Use of Third-Party Revenue Management 
Product(s)

    A. Notwithstanding Paragraphs IV.D and IV.E, Defendant may license 
or use a Third-Party Revenue Management Product for a Cortland Property 
before the expiration of this Final Judgment as long as Defendant does 
not:
    1. license or use, for any Cortland Property, any Third-Party 
Revenue Management Product that: (1) uses External Nonpublic Data in 
any way to set rental prices or generate rental pricing recommendations 
for a Cortland Property; (2) uses Nonpublic Data from a Cortland 
Property in any way to set rental prices or generate rental pricing 
recommendations for any other Cortland Property with a different 
Property Owner or for a non-Cortland Property; (3) discloses in any way 
Nonpublic Data from a Cortland Property to any other Property Manager 
or Property Owner (other than the Property Owner of the Cortland 
property from which the data arises or relates); (4) pools or combines 
Nonpublic Data from Cortland Properties that have different owners; or 
(5) contains or uses a pricing algorithm that has been trained using 
External Nonpublic Data; or
    2. license or use any Third-Party Revenue Management Product that: 
(1) incorporates a rental price floor or a limit on rental price 
recommendation decreases (excluding a rental price floor, or limit on 
rental price decreases, that Defendant manually selects and is not 
based on competing properties' rental prices); or (2) requires 
Defendant to accept, or provides financial rewards for Defendant to 
accept, any recommended rental prices.
    B. Defendant may not agree, either expressly or implicitly, with 
any Property Owner of a Non-Cortland Property or another Property 
Manager to license or use a particular Revenue Management Product (or 
the utilities or functionalities thereof) or require any other Person 
to license or use a particular Revenue Management Product (or the 
utilities or functionalities thereof), except that Defendant is not 
prohibited from licensing or using a particular Revenue Management 
Product at a particular Cortland Property pursuant to an agreement with 
another Property Manager who, along with Defendant, is also managing 
that particular property on behalf of a Property Owner.
    C. Before licensing or using a Third-Party Revenue Management 
Product, Defendant must first notify the United States, in writing, of 
its intention to license or use a Third-Party Revenue Management 
Product 30 calendar days prior to using a Third-Party Revenue 
Management Product and must secure and submit to the United States a 
certification from the proposed vendor of the Third-Party Revenue 
Management Product that the vendor's product is in compliance with 
Paragraph V.A of this Final Judgment.
    D. If Cortland elects to license or use a Third-Party Revenue 
Management Product, Cortland must secure and submit to the United 
States, on an annual basis, a certification from any vendor of a Third-
Party Revenue Management Product contracted by Cortland certifying each 
vendor's compliance with Paragraph V.A.
    E. Defendant must not license or use a Third-Party Revenue 
Management Product for any Cortland Property until a Compliance Monitor 
has been appointed by the Court in accordance with Section IX and the 
Compliance Monitor's work plan has been approved by the United States.

VI. Other Prohibited Conduct

    A. Defendant must not, directly or indirectly, as part of setting 
rental prices or generating rental pricing recommendations for any 
Cortland Property (1) disclose Nonpublic Data to any other Property 
Manager or Property Owner (except to the Property Owner of the 
particular Cortland Property); (2) solicit External Nonpublic Data from 
any other Property Manager or Property Owner (except from the Property 
Owner of the particular Cortland Property); or (3) use External 
Nonpublic Data obtained from another Property Manager or Property Owner 
(except from the Property Owner of the particular Cortland Property). 
For avoidance of doubt, the restrictions set forth in this Paragraph 
include Nonpublic Data obtained through any form of communication, 
whether directly or through an intermediary, including call arounds or 
market surveys, in-person meetings, calls, text messages, chat 
communications, emails, surveys, spreadsheets, shared documents (e.g., 
Google documents and SharePoint documents), industry meetings (e.g., 
user groups), online fora, private meetings, Revenue Management 
Product, or information-exchange service.
    B. Defendant must not use or access any External Nonpublic Data, or 
data derived from RealPage that used or relied on External Nonpublic 
Data, in Defendant's possession, custody, or control as of the Court's 
entry of the Stipulation and Order in this matter, acquired through any 
means. Within 30 calendar days of the Court's entry of the Stipulation 
and Order in this matter, Defendant must identify to the United States 
in writing the existence and location of any such data and/or datasets. 
For avoidance of doubt, the proscriptions in this Paragraph do not 
apply to data for Cortland Properties maintained in OneSite.

VII. Antitrust Compliance

    A. Within 30 days of entry of the Stipulation and Order, Defendant 
must adopt a written antitrust compliance policy, to be approved by the 
United States in its sole discretion, that complies with the 
obligations set forth in this Final Judgment. Defendant must annually 
train all employees on this written policy. As part of that policy, 
Defendant must designate a chief antitrust compliance officer, who will 
be responsible for implementing and enforcing this policy. The chief 
antitrust compliance officer will conduct an annual antitrust 
compliance audit. The annual audits must, at a minimum, cover: (1) 
employees (including supervisors) in Defendant's residential-property 
revenue management group; and (2) a yearly, randomly selected, local, 
regional, or supervisory employees who manage property operations (at 
least 8 each year). The chief antitrust compliance officer will provide 
the United States with an annual report identifying all individuals 
audited.

[[Page 8599]]

    B. On an annual basis during the term of this Final Judgment, 
Defendant must submit to the Antitrust Division a certification from 
the General Counsel of the Defendant attesting under penalty of perjury 
that (1) Defendant has established and maintained the annual antitrust 
compliance policy and training required by Paragraph VII.A; (2) 
Defendant has provided the Antitrust Division with an annual report 
identifying the individuals audited pursuant to Paragraph VII.A; (3) 
Cortland's Revenue Management Product, if used by Defendant, continues 
to satisfy the requirements in Section IV; (4) Cortland has compiled 
with the requirements in Paragraph VI.A.

VIII. Cooperation

    A. Defendant must cooperate fully and truthfully with the United 
States relating to the Cooperation Subject Matter in any civil 
investigation or civil litigation the United States brings or has 
brought. Defendant must use their best efforts to ensure that all 
current and former officers, directors, employees, and agents also 
fully and promptly cooperate with the United States. Defendant's 
cooperation must include:
    1. as requested on reasonable notice by the Division, making up to 
10 employees available for voluntary interviews for up to 40 hours 
total regarding the Cooperation Subject Matter;
    2. providing full and truthful written or oral testimony in 
deposition, trial, or other proceeding relating to the Cooperation 
Subject Matter and making witnesses available to the United States upon 
reasonable notice before any such testimony;
    3. providing proffers, which may be made by counsel for Defendant, 
describing Defendant's knowledge of and evidence relating to the 
Cooperation Subject Matter;
    4. within 30 days of receiving a written request (whether formal 
process or informal request) from the United States for documents, 
information, or other material relating to the Cooperation Subject 
Matter, (or whatever additional time the Division grants in its sole 
discretion), producing to the United States all responsive documents, 
information, and other materials, wherever located, not protected under 
the attorney-client privilege or the work-product doctrine, in the 
possession, custody, or control of Defendant or its agents, as well as 
a log of any responsive documents, information, or other materials that 
were not provided, including an explanation of the basis for 
withholding such materials;
    5. authenticating or otherwise assisting with establishing the 
evidentiary foundation of any documents Defendant produced or produces 
to the United States; and
    6. taking all necessary steps to preserve all documents, 
information, and other materials relating to the Cooperation Subject 
Matter until the United States provides written notice to Defendant 
that its obligation to do so has expired.
    B. Subject to Defendant's full, truthful, and continuing 
cooperation, as required under Paragraphs VIII.A, Defendant is fully 
and finally discharged and released from Settled Civil Claims.
    C. Nothing in this Section VIII affects Defendant's obligation to 
respond to any formal discovery requests in litigation or a civil 
investigative demand issued by the United States.

IX. Appointment of Monitor

    A. If Defendant elects to license or use a Third-Party Revenue 
Management Product at any Cortland Property, or if a Court finds that 
Cortland has violated the terms of the Final Judgment, such as by using 
External Nonpublic Data in the Cortland Revenue Management Product 
Runtime Operation or training, upon application of the United States, 
which Defendant may not oppose, the Court will appoint an independent 
third-party antitrust compliance monitor (the ``Compliance Monitor'') 
selected by the United States and approved by the Court. Defendant may 
propose to the United States a pool of three candidates to serve as the 
Compliance Monitor, and the United States may consider Defendant's 
perspectives on the proposed candidates or any other candidates 
identified and considered by the United States. The United States will 
retain the ultimate right, in its sole discretion, either to select the 
Compliance Monitor from among the three candidates proposed by 
Defendant or to select a different candidate. Once approved, the 
Compliance Monitor should be considered by the United States and 
Defendant to be an arm and representative of the Court.
    B. The Compliance Monitor will have the power and authority to 
monitor Defendant's compliance with Section IV and Paragraphs V.A, 
VII.A, and VII.B of this Final Judgment, including by determining 
whether employees (including supervisors) in Cortland's residential-
property revenue management group have complied with their obligations 
set forth in those Sections. As part of its monitoring duties, the 
Compliance Monitor may also choose, in consultation with the United 
States, a yearly selection of other local, regional, or supervisory 
employees of Defendant who manage property operations (not to exceed 15 
annually) and investigate whether those individuals have complied with 
the obligations set forth in Paragraphs V.B and VI.A. The Compliance 
Monitor will have other powers as the Court deems appropriate. The 
Compliance Monitor will have no responsibility for operation of the 
Defendant's business. No attorney client relationship will be formed 
between Defendant and the Compliance Monitor.
    C. The Compliance Monitor will have the authority to take such 
steps as, in the Compliance Monitor's discretion and the United States' 
view, may be necessary to accomplish the Compliance Monitor's 
responsibilities. The Compliance Monitor may seek information from 
Defendant's personnel, including in-house counsel, compliance 
personnel, and internal auditors. Defendant will annually communicate 
to all employees that employees may disclose any information to the 
Compliance Monitor without reprisal for such disclosure. Defendant must 
not retaliate against any employee or third party for disclosing 
information to the Compliance Monitor.
    D. Defendant may not object to actions taken by the Compliance 
Monitor in fulfillment of the Compliance Monitor's responsibilities 
under any Order of the Court on any ground other than malfeasance by 
the Compliance Monitor. Disagreements between the Compliance Monitor 
and Defendant related to the scope of the Compliance Monitor's 
responsibilities do not constitute malfeasance. Objections by Defendant 
must be conveyed in writing to the United States and the Compliance 
Monitor within 10 calendar days of the Compliance Monitor's action that 
gives rise to Defendant's objection, or else Defendant will have waived 
any such objections.
    E. The monitor will serve at the cost and expense of Defendant 
pursuant to a written agreement, on terms and conditions, including 
confidentiality requirements and conflict of interest certifications, 
approved by the United States in its sole discretion. If the Compliance 
Monitor and Defendant are unable to reach such a written agreement 
within 14 calendar days of the Court's appointment of the monitor, or 
if the United States, in its sole discretion, declines to approve the 
proposed written agreement, the United States, in its sole discretion, 
may take appropriate action, including making a

[[Page 8600]]

recommendation as to the Compliance Monitor's costs and expenses to the 
Court, which may set the terms and conditions for the Compliance 
Monitor's costs and expenses.
    F. The Compliance Monitor may hire, at the cost and expense of 
Defendant, any agents and consultants, including investment bankers, 
attorneys, and accountants, that are reasonably necessary in the 
Compliance Monitor's judgment to assist with the Compliance Monitor's 
duties. These agents or consultants will be directed by and solely 
accountable to the Compliance Monitor and will serve on terms and 
conditions, including confidentiality requirements and conflict-of-
interest certifications, approved by the United States in its sole 
discretion. Within three business days of hiring any agents or 
consultants, the Compliance Monitor must provide written notice of the 
hiring and the rate of compensation to Defendant and the United States.
    G. The Compliance Monitor must provide yearly reports to the United 
States, with the first report due six months after the Compliance 
Monitor is appointed and subsequent reports due yearly thereafter, 
setting forth Defendant's efforts to comply with its obligations under 
this Final Judgment. If the Compliance Monitor learns of any potential 
violation of the Final Judgment by Defendant's officers, employees, or 
agents, the Compliance Monitor must promptly disclose to the Antitrust 
Division the nature and extent of any such potential violation and the 
Antitrust Division may require, in its sole discretion and without 
prejudice to any other remedy available for any violation of the Final 
Judgment, that the Compliance Monitor conduct additional investigation 
of compliance with this Final Judgment beyond any limits set forth in 
Paragraph IX.B.
    H. The Compliance Monitor must account for all costs and expenses 
incurred. The compensation of the Compliance Monitor and agents or 
consultants retained by the Compliance Monitor must be on reasonable 
and customary terms commensurate with the individuals' experience and 
responsibilities.
    I. Defendant's failure to promptly pay the Compliance Monitor's 
accounted-for costs and expenses, including for agents and consultants, 
will constitute a violation of this Final Judgment and may result in 
sanctions imposed by the Court. If Defendant disputes any part of the 
Compliance Monitor's accounted-for costs and expenses, Defendant must 
establish an escrow account into which Defendant must pay the disputed 
costs and expenses until the dispute is resolved.
    J. Defendants must use best efforts to cooperate fully with the 
Compliance Monitor and to assist the Compliance Monitor to monitor 
Defendants' compliance with their obligations under this Final 
Judgment. Subject to reasonable protection for trade secrets, other 
confidential research, development, or commercial information, or any 
applicable privileges, Defendant must provide the Compliance Monitor 
and agents or consultants retained by the Compliance Monitor with full 
and complete access to all personnel (current and former), agents, 
consultants, books, records, and facilities. Defendant may not take any 
action to interfere with or to impede accomplishment of the Compliance 
Monitor's responsibilities.
    K. If the United States determines that the Compliance Monitor is 
not acting diligently or in a reasonably cost-effective manner, or if 
the Compliance Monitor becomes unable to continue in their role for any 
reason, the United States may recommend that the Court appoint a 
substitute.
    L. Once appointed by the Court, the Compliance Monitor will serve 
until the expiration of the Final Judgment.

X. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment or of related orders such as the Stipulation and Order 
entered in this matter or of determining whether this Final Judgment 
should be modified or vacated, upon written request of an authorized 
representative of the Assistant Attorney General for the Antitrust 
Division, and reasonable notice to Defendant, Defendant must permit, 
from time to time and subject to legally recognized privileges, 
authorized representatives, including agents retained by the United 
States:
    1. to have access during Defendant's office hours to inspect and 
copy, or at the option of the United States, to require Defendant to 
provide electronic copies of all books, ledgers, accounts, records, 
data, and documents in the possession, custody, or control of Defendant 
relating to any matters contained in this Final Judgment; and
    2. to interview, either informally or on the record, Defendant's 
officers, employees, or agents, who may have their individual counsel 
present, relating to any matters contained in this Final Judgment. The 
interviews must be subject to the reasonable convenience of the 
interviewee and without restraint or interference by Defendant.
    B. Upon request of the United States, Defendant must provide 
documents sufficient to show how Cortland's Revenue Management Product 
is trained and how it determines prices for Cortland Properties during 
its Runtime Operation, and changes to these processes.
    C. The United States will have the right to obtain and inspect at 
an Antitrust Division office, or at another location at the Division's 
discretion, the code and pseudocode of the Cortland Revenue Management 
Product to ensure compliance with Section IV. Cortland will be 
responsible for the costs and expenses associated with said inspection 
once annually.

XI. Public Disclosure

    A. No information or documents obtained pursuant to any provision 
or this Final Judgment, including reports the Compliance Monitor 
provides to the United States pursuant to Paragraph IX.G, may be 
divulged by the United States or the Compliance Monitor 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 as 
otherwise required by law.
    B. In the event that the Compliance Monitor should receive a 
subpoena, court order, or other court process seeking production of 
information or documents obtained pursuant to any provision in this 
Final Judgment, including reports the Compliance Monitor provides to 
the United States pursuant to Paragraph IX.G, the Compliance Monitor 
must notify Defendant immediately and prior to any disclosure, so that 
Defendant may address such potential disclosure and, if necessary, 
pursue alternative legal remedies, including intervention in the 
relevant proceedings.
    C. In the event of a request by a third party, pursuant to the 
Freedom of Information Act, 5 U.S.C. 552, for disclosure of information 
obtained pursuant to any provision of this Final Judgment, the 
Antitrust Division will act in accordance with that statute, and the 
Department of Justice regulations at 28 CFR part 16, including the 
provision on confidential commercial information, at 28 CFR 16.7. 
Defendant, when submitting information to the Antitrust Division, 
should designate the confidential commercial information portions of 
all applicable documents and information under 28 CFR 16.7. 
Designations of confidentiality expire 10 years after submission, 
``unless the submitter requests and provides

[[Page 8601]]

justification for a longer designation period.'' See 28 CFR 16.7(b).
    D. If at the time that Defendant furnishes information or documents 
to the United States pursuant to any provision of this Final Judgment, 
Defendant represents and identifies in writing information or documents 
for which a claim of protection may be asserted under Rule 26(c)(1)(G) 
of the Federal Rules of Civil Procedure, and the 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,'' the United 
States must give Defendant 10 calendar days' notice before divulging 
the material in any legal proceeding (other than a grand jury 
proceeding).

XII. Retention of Jurisdiction

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

XIII. Enforcement of Final Judgment

    A. The United States retains and reserves all rights to enforce the 
provisions of this Final Judgment, including the right to seek an order 
of contempt from the Court. Defendant agrees that in a civil contempt 
action, a motion to show cause, or a similar action brought by the 
United States relating to an alleged violation of this Final Judgment, 
the United States may establish a violation of this Final Judgment and 
the appropriateness of a remedy therefor by a preponderance of the 
evidence, and Defendant waives any argument that a different standard 
of proof should apply.
    B. This Final Judgment should be interpreted to give full effect to 
the procompetitive purposes of the antitrust laws and to restore the 
competition the United States alleges 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 an enforcement proceeding in which the Court finds that 
Defendant has violated this Final Judgment, the United States may apply 
to the Court for an extension of this Final Judgment, together with 
other relief that may be appropriate. In connection with a successful 
effort by the United States to enforce this Final Judgment against 
Defendant, whether litigated or resolved before litigation, Defendant 
agrees to reimburse the United States for the fees and expenses of its 
attorneys, as well as all other costs including experts' fees, incurred 
in connection with that effort to enforce this Final Judgment, 
including in the investigation of the potential violation.
    D. For a period of four years following the expiration of this 
Final Judgment, if the United States has evidence that Defendant 
violated this Final Judgment before it expired, the United States may 
file an action against Defendant in this Court requesting that the 
Court order: (1) Defendant to comply with the terms of this Final 
Judgment for an additional term of at least four years following the 
filing of the enforcement action; (2) all appropriate contempt 
remedies; (3) additional relief needed to ensure Defendant complies 
with the terms of this Final Judgment; and (4) fees or expenses as 
called for by this Section.

XIV. Expiration of Final Judgment

    Unless the Court grants an extension, this Final Judgment will 
expire 4 years from the date of its entry, except that after two 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 this Final Judgment is no longer necessary or in the 
public interest.

XV. Reservation of Rights

    The Final Judgment relates only to the resolution of the Settled 
Civil Claims. The United States reserves all rights for any other 
claims against Defendant that may be brought in the future. The entry 
of the Final Judgment does not limit the ability of any non-settling 
attorney general of any State to bring or maintain any action under 
federal or state law against Defendant.

XVI. Public Interest Determination

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

    Date: __________.

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

United States District Judge

United States District Court for the Middle District of North Carolina

    United States of America, et al., Plaintiffs, v. RealPage, INC., 
et al., Defendants.

No. 1:24-cv-00710-LCB-JLW

Competitive Impact Statement

    In accordance with the Antitrust Procedures and Penalties Act, 15 
U.S.C. 16(b)-(h) (the ``APPA'' or ``Tunney Act''), the United States of 
America files this Competitive Impact Statement related to the proposed 
Final Judgment against Defendant Cortland Management, LLC, which has 
been filed in this civil antitrust proceeding (ECF No. 49-1).

I. Nature and Purpose of the Proceeding

    On August 23, 2024, the United States filed a civil antitrust 
Complaint against RealPage, Inc. (``RealPage''). On January 7, 2025, 
the United States amended its civil Complaint (the ``Complaint'') to 
add Cortland Management, LLC (``Cortland'') and five other landlords as 
Defendants. Until January 1, 2025, Cortland licensed a revenue 
management software called YieldStar from RealPage. RealPage also 
licenses YieldStar and its other revenue management software to 
Cortland's competitors, including the other landlords named in the 
United States' Complaint. The Complaint alleges that Cortland's 
licensing and use of RealPage's YieldStar was unlawful under Section 1 
of the Sherman Act, 15 U.S.C. 1.
    The Complaint alleges that, by unlawfully sharing its confidential 
and competitively sensitive information with RealPage for use in its 
and competing landlords' pricing, Cortland violated Section 1 of the 
Sherman Act, 15 U.S.C. 1. Under their licensing agreements with 
RealPage, Cortland and competing landlords have provided RealPage with 
daily, competitively sensitive, nonpublic information relating to their 
leasing businesses, including details like how many leases have been 
renewed, for what terms, and at what price. The transactional data that 
Cortland and other landlords have agreed to provide to RealPage 
includes current, forward-looking, granular, and

[[Page 8602]]

highly competitively sensitive information. RealPage has used 
Cortland's competitively sensitive, nonpublic information to influence 
rental prices and other recommendations across rental properties 
managed by competing landlords. Cortland's rental prices and related 
recommendations were also influenced by its competitors' competitively 
sensitive, nonpublic information. In each relevant market, RealPage and 
participating landlords, including Cortland, have sufficient market 
power, including market and data penetration, to harm renters and the 
competitive process through this unlawful sharing of confidential and 
competitively sensitive information. Moreover, Cortland and other 
landlords can achieve any procompetitive objective of revenue 
management software without sharing this kind of information.
    The Complaint also alleges that Cortland and other landlords, by 
adopting and using RealPage's revenue management software, have agreed 
with RealPage and each other to align their pricing and thereby violate 
Section 1 of the Sherman Act, 15 U.S.C. 1. RealPage has entered into 
agreements with Cortland and its competing landlords relating to how to 
price rental units, including through the licensing of its revenue 
management software--AI Revenue Management (``AIRM''), YieldStar, and 
Lease Rent Options (``LRO'')--to landlords, and the provision by 
landlords of their competitively sensitive, nonpublic transactional 
data to RealPage for training and running its revenue management 
software. Adoption and use of RealPage's revenue management software by 
Cortland and other landlords has the likely effect of aligning their 
pricing processes, strategies, and pricing responses, and Cortland and 
other landlord users understand this likely effect.
    The Complaint alleges monopolization and attempted monopolization 
claims against RealPage, but not against Cortland or any of its 
competing landlords. Through its licensing agreements, RealPage has 
amassed a massive reservoir of competitively sensitive data from 
competing landlords. RealPage has ensured that other providers of 
revenue management software cannot compete on the merits unless they 
enter into similar agreements with landlords, thereby obstructing them 
from competing with products that do not harm the competitive process.
    At the same time the Complaint against Cortland was filed, the 
United States filed a proposed Final Judgment and a Stipulation and 
Order (``Stipulation and Order''), which are designed to remedy the 
loss of competition alleged in the Complaint due to Cortland's conduct.
    The proposed Final Judgment, which is explained more fully below, 
imposes several requirements and restrictions on Cortland that address 
the United States' anticompetitive concerns regarding Cortland's 
conduct alleged in the Complaint. Specifically:
    i. Cortland must move from RealPage revenue management software to 
its proprietary revenue management software within 30 days of entry of 
the Stipulation and Order;
    ii. Cortland's revenue management software cannot use any third-
party nonpublic data, including in training its models or in the run-
time operation;
    iii. Cortland's revenue management software cannot pool pricing 
information across its different owners;
    iv. The supply and demand models for Cortland's revenue management 
software cannot be trained using rental pricing, concessions, 
discounts, occupancy rates or capacity, or other rental pricing terms 
data across different owners;
    v. Cortland cannot disclose, solicit, or use competitively 
sensitive information from competitors that can be used to set rental 
prices or generate pricing;
    vi. Cortland must cooperate in this civil antitrust proceeding 
(United States et al. v. RealPage et al.) with respect to its prior use 
of RealPage's products and the monopolization and attempted 
monopolization claims against RealPage;
    vii. Cortland must adopt a written antitrust compliance policy and 
designate a chief antitrust compliance officer who will train Cortland 
employees on the policy, enforce the policy, and perform annual audits 
for compliance with the policy;
    viii. Cortland must allow the United States to perform inspections 
of its documents, code, and pseudocode relating to its proprietary 
revenue management software as well as to interview its employees to 
ensure compliance with the Final Judgment.
    ix. Cortland cannot license or use any third-party revenue 
management software without the appointment of a compliance monitor who 
will have the ability to seek information from Cortland's employees to 
ensure compliance with certain restrictions related to use of third-
party revenue management software and communications between Cortland 
and other property management companies;
    x. Even with the oversight of a compliance monitor, Cortland cannot 
license or use any third-party revenue management software that (i) 
uses third-party nonpublic data to recommend or set prices or (ii) 
pools information across Cortland properties with different owners; and
    xi. Cortland will also be subject to the appointment of a 
compliance monitor if the Court finds that Cortland has violated the 
terms of the proposed Final Judgment.
    Under the terms of the Stipulation and Order, Cortland must abide 
by and comply with the provisions of the proposed Final Judgment until 
it is entered by the Court or until the time for all appeals of any 
Court ruling declining entry of the proposed Final Judgment has 
expired.
    The United States and Cortland have stipulated that the proposed 
Final Judgment may be entered by the Court after compliance with the 
APPA. Entry of the proposed Final Judgment will terminate this action 
with respect to Cortland, except that the Court will retain 
jurisdiction to construe, modify, or enforce the provisions of the 
proposed Final Judgment and to punish violations thereof by Cortland.

II. Description of Events Giving Rise to the Alleged Sherman Act 
Violations

    RealPage is a provider of commercial revenue management and 
property management software to property management companies, 
including Cortland, who have used that software to set rental prices 
for the properties that they manage and/or own. RealPage currently 
licenses three revenue management software products including its 
legacy product, YieldStar, to landlords. YieldStar uses confidential, 
competitively sensitive data collected from competing landlords as a 
critical input to generate price recommendations for competing 
landlords. This data includes rental applications, executed new leases, 
renewal offers and acceptances, and forward-looking occupancy. The data 
is pulled from property management software, such as RealPage's OneSite 
product. Landlords use property management software to collect and 
track rental payments, manage leases, property maintenance, accounting, 
and other property management functions.
    When deciding where to live, renters often visit numerous 
properties that are owned and managed by competing landlords so that 
they can compare rental offerings and select their best housing option 
considering price and other terms. When competing landlords do not have 
access to each other's

[[Page 8603]]

nonpublic data, or recommendations informed by competitors' nonpublic 
data, they are more likely to act independently and compete more 
vigorously on price and better leasing terms to secure new leases and 
renewals from renters. RealPage, however, provides landlords who use 
its revenue management software with pricing recommendations and 
pricing based on competitors' competitively sensitive data. Widespread 
adoption of RealPage's revenue management software leads to pricing 
decisions by landlords such as Cortland that are based on 
recommendations coming from a common pricing model and powered by 
competitively sensitive, nonpublic data, harming the ability of renters 
to obtain a competitive price for their housing. The use of 
competitors' competitively sensitive data in this manner thus harms 
renters as well as the competitive process itself.
    Cortland, headquartered in Atlanta, Georgia, is one of the largest 
apartment managers in the United States. As of 2024, Cortland managed 
more than 80,000 units and more than 220 properties in the United 
States. As an apartment manager, Cortland makes strategic and 
competitive decisions for the apartments it manages, including 
determination of new lease and renewal terms, such as rental price. 
Before January 1, 2025, Cortland licensed YieldStar from RealPage. Per 
the licensing agreement, Cortland relied on YieldStar to recommend 
rental prices for its units, which was informed by competitively 
sensitive data provided by Cortland's competitors. Cortland also 
provided its competitively sensitive data to RealPage, to be used to 
inform the rental prices that RealPage's software recommended to 
Cortland's competitors. Further, Cortland agreed with RealPage to use 
YieldStar pricing software as RealPage designed it. It reviewed 
YieldStar floor plan price recommendations daily and used the software 
to set scheduled floor plan rents or even unit-level prices.
    In summary, the Complaint alleges that Cortland unlawfully shared 
its competitively sensitive information for use in pricing by competing 
landlords that also license RealPage's software, and that Cortland 
agreed to align its pricing with that of its competitors by using 
RealPage's software in the way that the software has been designed. 
Until January 1, 2025, Cortland used RealPage's revenue management 
software to inform its setting of rental prices and discounts--such as 
concessions of a free month of rent--and to make other competitive and 
strategic decisions relating to rental prices and terms.

III. Explanation of the Proposed Final Judgment

    The relief required by the proposed Final Judgment will remedy the 
loss of competition alleged in the Complaint by precluding Cortland 
from sharing competitively sensitive, nonpublic information, directly 
or indirectly, with competing property management companies and from 
forming agreements, directly or indirectly, to align prices with its 
competitors. The terms described below provide prompt, certain, and 
effective remedies to ensure that Cortland has terminated its alleged 
illegal conduct and prevent Cortland from engaging in the same or 
similar conduct in the future.

A. Cortland's Use of Proprietary Revenue Management Product(s)

    Cortland has agreed to stop licensing and using YieldStar and will 
instead use its own proprietary revenue management software in all of 
its properties within 30 days of the entry of the Stipulation and 
Order. It has further agreed that it will transfer any future 
properties it will manage from third-party revenue management software 
to its proprietary revenue management software within 30 days from the 
date it begins managing such property.
    The proposed Final Judgment requires Cortland to limit the type of 
data it uses in its proprietary software. Paragraph IV.A of the 
proposed Final Judgment precludes Cortland's proprietary revenue 
management software from using other landlords' competitively sensitive 
data to set rental prices. Paragraph IV.A also prevents Cortland from 
pooling different property owners' competitively sensitive data even if 
they are Cortland clients. This prohibition ensures that property 
owners who compete in the multifamily rental housing industry are not 
using their relationship with Cortland to gain access to each other's 
data.
    Paragraph IV.B prohibits Cortland from training its revenue 
management software's models using certain competitively sensitive data 
from other landlords. A model is a set of rules or instructions that 
software relies on to calculate a defined output which, in this case, 
is a recommended rental price for a floorplan or unit. Models are 
trained using data to define and refine the rules or instructions by 
which it operates. Paragraph IV.B restricts Cortland from pooling or 
combining data on rental pricing, concessions, discounts, occupancy 
rates or capacity, or other rental pricing terms from Cortland 
properties for different property owners. The restriction on pooling 
competitors' data thus also prohibits Cortland from training its 
software models using pricing and occupancy data from competing 
property owners, therefore reducing concerns about competitors 
benefiting from each other's competitively sensitive data to plan their 
pricing.
    Paragraph IV.C prohibits Cortland's proprietary revenue management 
software from disclosing any of Cortland's property data to any other 
property management company or property owner.

B. Restrictions Concerning Use of Third-Party Revenue Management 
Software

    The decree prohibits Cortland from using third-party revenue 
management software without an independent, court-appointed monitor and 
without satisfying additional conditions. By shifting to proprietary 
software, which it does not license or otherwise provide to other 
property management companies, Cortland will no longer use revenue 
management software to align prices with its competitors. Additionally, 
Cortland will no longer participate in RealPage-sponsored meetings, in 
which sensitive data has been or may be shared. If Cortland decides to 
use third-party revenue management software, Paragraph V.A requires 
Cortland to select a software product that does not (1) use 
competitively sensitive data from other landlords to set rental prices 
or generate rental pricing recommendations, (2) use data from different 
Cortland owners to set rental prices or generate rental pricing 
recommendations, (3) disclose data from a Cortland property to a rival 
property management company or property owner, (4) pool or combine data 
from different owners, or (5) contain or use a pricing algorithm that 
has been trained using non-Cortland data. Paragraph V.A also prohibits 
Cortland from selecting and using a third-party revenue management 
software product that has rental floors or limits rental pricing 
recommendation decreases based on competing properties' rental prices.
    In the event that Cortland chooses in the future to use third-party 
revenue management software, then pursuant to Paragraph IX.A the Court 
will appoint an independent monitor. Paragraph IX.B provides that the 
monitor will be responsible for ensuring that Cortland complies with 
the requirements for licensing third-party revenue management software, 
as stated in Paragraph V.A. Further, the monitor will have the 
authority to take such steps that may be necessary to ensure

[[Page 8604]]

compliance with these requirements. These steps may include 
interviewing Cortland employees and collecting Cortland documents.
    The proposed Final Judgment includes an additional restriction on 
Cortland's ability to make agreements with non-clients regarding 
revenue management software. Specifically, Paragraph V.B prohibits 
Cortland from agreeing with a non-client property owner or a competing 
property management company to use a particular revenue management 
software. This provision reduces the risk of competitors agreeing with 
each other to use the same revenue management software across their 
clients.
    If Cortland chooses to use third-party revenue management software 
in the future, Paragraph V.C requires Cortland to notify the United 
States 30 days prior to switching to that product. Cortland must also 
submit to the United States a certification from the third-party 
revenue management software vendor that the product complies with the 
requirements in Paragraph V.A of the proposed Final Judgment.

C. Other Prohibited Conduct

    In addition to restrictions and conditions on Cortland's use of 
revenue management software, the proposed Final Judgment also limits 
Cortland's ability to communicate with competitors regarding certain 
competitively sensitive information for the purpose of setting prices. 
Paragraph VI.A prohibits Cortland from disclosing, soliciting, or using 
any competitively sensitive data from competitors as part of setting 
rental prices or generating rental price recommendations except for the 
property owner of a particular Cortland property. Paragraph VI.A 
clarifies that the restrictions include any data obtained through any 
form of communication, including call arounds or market surveys, 
meetings, calls, text messages, emails, or shared documents.
    Paragraph VI.B prevents Cortland from using any competitively 
sensitive data belonging to other landlords, whether Cortland derived 
that non-Cortland data from revenue management software or obtained it 
from direct communications with other landlords. Cortland must also 
identify to the United States the existence and location of any such 
data. This does not apply to any data for Cortland properties 
maintained in OneSite.

D. Cooperation

    Under the terms of the proposed Final Judgment, Cortland must 
cooperate with the United States relating to Cortland's prior use of 
RealPage's revenue management products and the United States' 
monopolization and attempted monopolization claims against RealPage, as 
described above. The cooperation includes voluntary interviews with 10 
employees for up to 40 hours, making witnesses available to the United 
States before trial, proffers of knowledge, and the production of 
documents and other information.

E. Compliance Terms

    Pursuant to Paragraph X.A, Cortland must provide the United States 
with access to Cortland's books, records, data, and documents, 
including communications with other property managers, to enable the 
United States to assess Cortland's compliance with the terms of the 
Final Judgment. Cortland must also permit the United States to 
interview Cortland's officers, employees, or agents relating to any 
matters contained in this Final Judgment. Cortland must also provide 
the United States with documents describing how Cortland's proprietary 
revenue management software is trained and how it determines prices for 
properties it manages, as well as changes to these processes. Cortland 
must also allow the United States to inspect Cortland's software code 
and pseudocode of that software for independent verification.
    Additionally, Paragraph VII.A requires Cortland's chief antitrust 
officer to audit Cortland's operations. The annual audits must, at a 
minimum, include employees in Cortland's revenue management group and a 
randomly selected group of employees who manage property operations. 
Paragraph VI.B requires Cortland to submit an annual certification from 
its General Counsel that Cortland has established and maintained the 
annual antitrust compliance policy and training, that Cortland's 
revenue management software continues to satisfy the requirements in 
the proposed Final Judgment, and that Cortland has complied with the 
requirements in Paragraph VI.A to not disclose, solicit, or share 
competitively sensitive data.

F. Compliance Monitor

    Paragraph IX.A requires that if Cortland decides to use third-party 
revenue management software rather than its own propriety revenue 
management software (as described above), or if a Court finds that 
Cortland has violated the terms of the proposed Final Judgment, 
Cortland agrees to the appointment of an independent third-party 
antitrust compliance monitor selected by the United States in its sole 
discretion and approved by the Court.
    The monitor will assess Cortland's compliance with the Final 
Judgment, in particular, its use of revenue management software and 
communications with other property management companies. Paragraph IX.B 
provides the monitor the authority to select up to 15 Cortland 
employees to investigate their and Cortland's compliance with the Final 
Judgment, such as by interviewing these employees and reviewing their 
files.
    The compliance monitor will serve at Cortland's expense, on such 
terms and conditions as the United States approves, in its sole 
discretion, and Cortland must assist the compliance monitor in 
fulfilling his or her obligations. Among other responsibilities, the 
compliance monitor will provide an annual report to the United States 
setting forth Cortland's efforts to comply with its obligations under 
the Final Judgment. The compliance monitor will not have any 
responsibility or obligation for the operation of Cortland's 
businesses. The compliance monitor will serve for the remainder of the 
term of the consent decree.

G. Other Provisions

    The proposed Final Judgment also contains provisions designed to 
promote compliance with and make enforcement of the Final Judgment as 
effective as possible. Paragraph XIII.A provides that the United States 
retains and reserves all rights to enforce the Final Judgment, 
including the right to seek an order of contempt from the Court. Under 
the terms of this paragraph, Cortland has 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 Cortland has waived any argument that a different standard of 
proof should apply. This provision aligns the standard for compliance 
with the Final Judgment with the standard of proof that applies to the 
underlying offense addressed by the Final Judgment.
    Paragraph XIII.B provides additional clarification regarding the 
interpretation of the provisions of the proposed Final Judgment. 
Pursuant to Paragraph XIII.B of the proposed Final Judgment, Cortland 
agrees that it will abide by the proposed Final Judgment and that it 
may be held in contempt of the Court for failing to comply with any 
provision of the proposed Final Judgment that is

[[Page 8605]]

stated specifically and in reasonable detail, as interpreted in light 
of its procompetitive purpose.
    Paragraph XIII.C provides that if the Court finds in an enforcement 
proceeding that Cortland has violated the Final Judgment, the United 
States may apply to the Court for an extension of the Final Judgment, 
together with such other relief as may be appropriate. In addition, to 
compensate American taxpayers for any costs associated with 
investigating and enforcing violations of the Final Judgment, Paragraph 
XIII.C provides that in any successful effort by the United States to 
enforce the Final Judgment against Cortland, whether litigated or 
resolved before litigation, Cortland must reimburse the United States 
for attorneys' fees, experts' fees, and other costs incurred in 
connection with that effort to enforce this Final Judgment, including 
the investigation of the potential violation.
    Paragraph XVI.D of the proposed Final Judgment states that the 
United States may file an action against a Cortland for violating the 
Final Judgment for up to four years after the Final Judgment has 
expired or been terminated. This provision is meant to address 
circumstances such as when evidence that a violation of the Final 
Judgment occurred during the term of the Final Judgment is not 
discovered until after the Final Judgment has expired or been 
terminated, or when there is not sufficient time for the United States 
to complete an investigation of an alleged violation until after the 
Final Judgment has expired or been terminated. This provision therefore 
makes clear that, for four years after the Final Judgment has expired 
or been terminated, the United States may still challenge a violation 
that occurred during the term of the Final Judgment.
    Finally, Section XIV of the proposed Final Judgment provides that 
the Final Judgment will expire four years from the date of its entry, 
except that after two years from that date, the Final Judgment may be 
terminated upon notice by the United States to the Court and to 
Cortland that continuation of the Final Judgment is no longer necessary 
or in the public interest.

IV. Remedies Available to Potential Private Plaintiffs

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

V. Procedures Available for Modification of the Proposed Final Judgment

    The United States and Cortland have stipulated that the proposed 
Final Judgment may be entered by the Court after compliance with the 
provisions of the APPA, provided that the United States has not 
withdrawn its consent. The APPA conditions entry upon the Court's 
determination that the proposed Final Judgment is in the public 
interest.
    The APPA provides a period of at least 60 days preceding the 
effective date of the proposed Final Judgment within which any person 
may submit to the United States written comments regarding the proposed 
Final Judgment. Any person who wishes to comment should do so within 60 
days of the date of publication of this Competitive Impact Statement in 
the Federal Register, or within 60 days of the first 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 U.S. Department of Justice, which remains 
free to withdraw its consent to the proposed Final Judgment at any time 
before the Court's entry of the Final Judgment. The comments and the 
responses of the United States will be filed with the Court. In 
addition, the comments and the United States' responses will be 
published in the Federal Register unless the Court agrees that the 
United States instead may publish them on the U.S. Department of 
Justice, Antitrust Division's internet website.
    Written comments should be submitted in English to: Aaron Hoag, 
Chief, Technology and Digital Platforms Section, Antitrust Division, 
United States Department of Justice, 450 Fifth St. NW, Suite 7100, 
Washington, DC 20530.
    The proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the Court 
for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. Alternatives to the Proposed Final Judgment

    As an alternative to the proposed Final Judgment, the United States 
considered a full trial on the merits against Cortland. The United 
States could have continued its litigation against Cortland and brought 
the case to trial, seeking relief including an injunction against 
Cortland's sharing of its competitively sensitive, nonpublic data with 
RealPage and other landlords, an injunction against Cortland using 
AIRM, YieldStar, or similar products that use competing properties' 
nonpublic data to recommend prices, and an injunction preventing any 
communication with competitors that leads to alignment of prices. The 
United States is satisfied, however, that the relief required by the 
proposed Final Judgment will remedy the anticompetitive effects alleged 
in the Complaint with respect to Cortland, preserving competition for 
multifamily rental housing. Thus, the proposed Final Judgment achieves 
all or substantially all of the relief the United States would have 
obtained through litigation but avoids the time, expense, and 
uncertainty of a full trial on the merits.

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

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

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

15 U.S.C. 16(e)(1)(A) & (B). In considering these statutory factors, 
the Court's inquiry is necessarily a limited one as the government is 
entitled to

[[Page 8606]]

``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 a court's review of a proposed Final 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 mechanisms to enforce 
the final judgment are clear and manageable''); United States v. 
Charleston Area Med. Ctr., Inc., No. CV 2:16-3664, 2016 WL 6156172, at 
*2 (S.D.W. Va. Oct. 21, 2016) (explaining that in evaluating whether 
the proposed final judgment is in the public interest, the inquiry is 
``a narrow one.''); United States v. Mountain Health Care, 1:02-CV-288-
T, 2003 WL 22359598, at *7 (W.D.N.C. 2003) (``[W]ith 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.' '') citing United States v. BSN, 858 F.2d 456, 462-63 (9th 
Cir. 1988)).
    As the U.S. Court of Appeals for the D.C. 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 proposed Final Judgment is 
sufficiently clear, whether its enforcement mechanisms are sufficient, 
and whether it may positively harm third parties. See Microsoft, 56 
F.3d at 1458-62; United States v. Math Works, No. 02-888-A, 2003 WL 
1922140, *17 (E.D. Va. 2003). With respect to the adequacy of the 
relief secured by the proposed Final Judgment, a court may not ``make 
de novo determination of facts and issues.'' United States v. W. Elec. 
Co., 993 F.2d 1572, 1577 (D.C. Cir. 1993) (quotation marks omitted); 
see also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 
152 F. Supp. 2d 37, 40 (D.D.C. 2001); United States v. Enova Corp., 107 
F. Supp. 2d 10, 16 (D.D.C. 2000); InBev, 2009 U.S. Dist. LEXIS 84787, 
at *3. Instead, ``[t]he balancing of competing social and political 
interests affected by a proposed antitrust decree must be left, in the 
first instance, to the discretion of the Attorney General.'' W. Elec. 
Co., 993 F.2d at 1577 (quotation marks omitted). ``The court should 
also bear in mind the flexibility of the public interest inquiry: the 
court's function is not to determine whether the resulting array of 
rights and liabilities is the one that will best serve society, but 
only to confirm that the resulting settlement is within the reaches of 
the public interest.'' Microsoft, 56 F.3d at 1460 (quotation marks 
omitted); see also United States v. Deutsche Telekom AG, No. 19-2232 
(TJK), 2020 WL 1873555, at *7 (D.D.C. Apr. 14, 2020); Math Works, 2003 
WL 1922140 at *18; Mountain Health Care, 2003 WL 22359598, at *7. More 
demanding requirements would ``have enormous practical consequences for 
the government's ability to negotiate future settlements,'' contrary to 
congressional intent. Microsoft, 56 F.3d at 1456. ``The Tunney Act was 
not intended to create a disincentive to the use of the consent 
decree.'' Id.
    The United States' predictions about 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 by the Final Judgment 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 W. Elec. Co., 900 F.2d at 309).
    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 (``[T]he 
'public interest' is not to be measured by comparing the violations 
alleged in the complaint against those the court believes could have, 
or even should have, been alleged''); Math Works, 2003 WL 1922140 at 
*18; Mountain Health Care 2003 WL 22359598, at *8. 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, Congress made clear its intent 
to preserve the practical benefits of using judgments proposed by the 
United States in antitrust enforcement, Public Law 108-237 Sec.  221, 
and added the unambiguous instruction that ``[n]othing in this section 
shall be construed to require the court to conduct an evidentiary 
hearing or to require the court to permit anyone to intervene.'' 15 
U.S.C. 16(e)(2); see also U.S. Airways, 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 Enova Corp., 107 F. 
Supp. 2d at 17).

VIII. Determinative Documents

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

    Dated: January 23, 2025.

    Respectfully submitted,


[[Page 8607]]


For Plaintiff United States of America:

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

Henry C. Su, David A. Geiger, Danielle Hauck, John J. Hogan, Kris A. 
P[eacute]rez Hicks,

Attorneys, United States Department of Justice, Antitrust Division, 
Technology and Digital Platforms Section, 450 Fifth St. NW, Suite 
7100, Washington DC 20530, Telephone: (202) 307-6200, Email: 
[email protected].

[FR Doc. 2025-01886 Filed 1-29-25; 8:45 am]
BILLING CODE 4410-11-P`