Federal Register / Vol. 73, No. 27 / Friday, February 8, 2008 / Notices 7593 

activity of the group research project. 

Membership in this group research 

project remains open, and Network 

Centric Operations Industry 

Consortium, Inc. intends to file 

additional written notifications 

disclosing all changes in membership. 

On November 19, 2004, Network 

Centric Operations Industry 

Consortium, Inc. filed its original 

notification pursuant to Section 6(a) of 

the Act. The Department of Justice 

published a notice in the Federal 

Register pursuant to Section 6(b) of the 

Act on February 2, 2005 (70 FR 5486). 

The last notification was filed with 

the Department on October 12, 2007. A 

notice was published in the Federal 

Register pursuant to Section 6(b) of the 

Act on November 7, 2007 (72 FR 62866). 

Patricia A. Brink, 

Deputy Director of Operations, Antitrust 

Division. 

[FR Doc. 08–562 Filed 2–7–08; 8:45 am] 

BILLING CODE 4410–11–M 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. Pearson PLC, Pearson 

Education Inc., Reed Elsevier PLC, 

Reed Elsevier NV, and Harcourt 

Assessment Inc.; Proposed Final 

Judgment and Competitive Impact 

Statement 

Notice is hereby given pursuant to the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16(b)–(h), that a proposed 

Final Judgment, Stipulation, and 

Competitive Impact Statement have 

been filed with the United States 

District Court for the District of 

Columbia in United States v. Pearson 

plc, Pearson Education Inc., Reed 

Elsevier PLC, Reed Elsevier NV, and 

Harcourt Assessment Inc., Civil Action 

No. 1:08–cv–00143. On January 24, 

2008, the United States filed a 

Complaint to enjoin the proposed 

acquisition by Pearson plc and Pearson 

Education Inc. (collectively ‘‘Pearson’’), 

of Harcourt Assessment Inc. 

(‘‘Harcourt’’), a wholly-owned 

subsidiary of Reed Elsevier PLC and 

Reed Elsevier, NV, and to obtain 

equitable and other relief. The 

Complaint alleges that Pearson’s 

acquisition of Harcourt would 

substantially lessen competition in the 

markets for adaptive behavior, speech 

and language, and adult abnormal 

personality clinical tests in violation of 

section 7 of the Clayton Act, 15 U.S.C. 

18. The proposed Final Judgment, filed 

at the same time as the Complaint, 

requires Pearson to divest: (1) Harcourt’s 

adaptive behavior clinical test, the 

Adaptive Behavior Assessment System; 

(2) Harcourt’s adult abnormal 

personality clinical test, the Emotional 

Assessment System, which is under 

development; and (3) in the speech and 

language clinical test market, either 

Pearson’s Comprehensive Assessment of 

Spoken Language and the Oral and 

Written Language Scales or Harcourt’s 

Clinical Evaluation of Language 

Fundamentals. 

Copies of the Complaint, proposed 

Final Judgment, and Competitive Impact 

Statement are available for inspection at 

the United States Department of Justice, 

Antitrust Division, Antitrust Documents 

Group, 325 7th Street, NW., Room 215, 

Washington, DC 20530 (telephone: 202–

514–2481), on the United States 

Department of Justice’s Web site at 

http://www.usdoj.gov/atr, and at the 

Office of the Clerk of the United States 

District Court for the District of 

Columbia. Copies of these materials may 

be obtained from the Antitrust Division 

upon request and payment of the 

copying fee set by United States 

Department of Justice regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, and responses thereto, will 

be published in the Federal Register 

and filed with the Court. Comments 

should be directed to James J. Tierney, 

Chief, Networks and Technology 

Enforcement Section, Antitrust 

Division, United States Department of 

Justice, 600 E Street, NW., Suite 9500, 

Washington, DC 20530 (telephone: 202–

307–6200). 

Patricia A. Brink, 

Deputy Director of Operations. 

UNITED STATES OF AMERICA Department 

of Justice, Antitrust Division, 600 E Street, 

NW., Suite 9500, Washington, DC 20530, 

Plaintiff, v. Pearson PLC, 80 Strand WC2R 

0RL London, England; Pearson Education 

Inc., One Lake Street, Upper Saddle River, 

New Jersey 07458; Reed Elsevier PLC, 1–

3 Strand WC2N 5JR London, England; Reed 

Elsevier NV, Radarweg 29, 1043 NX 

Amsterdam, The Netherlands; Harcourt 

Assessment Inc., 14500 Bulverde Road, 

San Antonio, Texas 78259, Defendants. 

[Case No.: 1:08–cv–00143, Judge: KollarKotelly, Colleen, Deck Type: Antitrust, Date 

Stamp: 1/24/2008] 

Complaint 

The United States of America, acting 

under the direction of the Attorney 

General of the United States, brings this 

civil antitrust action to enjoin the 

proposed acquisition by Pearson plc and 

Pearson Education Inc. (collectively 

‘‘Pearson’’), of Harcourt Assessment Inc. 

(hereafter ‘‘Harcourt’’), a wholly-owned 

subsidiary of Reed Elsevier PLC and 

Reed Elsevier, NV (collectively ‘‘Reed 

Elsevier’’), and to obtain equitable and 

other relief. The United States 

complains and alleges as follows: 

I. Nature of the Action 

1. On or about May 4, 2007, and 

amended on May 21, 2007, Pearson and 

Reed Elsevier signed a sale and 

purchase agreement for Pearson to 

acquire all of the outstanding voting 

securities of Harcourt, as well as 

additional Reed Elsevier assets, for 

approximately $950 million in cash. 

2. Pearson and Harcourt both develop, 

publish, market, sell, and distribute 

individually-administered standardized 

norm-referenced comprehensive clinical 

tests (hereafter ‘‘clinical tests’’), 

including adaptive behavior and speech 

and language clinical tests. Pearson’s 

proposed acquisition of Harcourt would 

combine the two largest publishers of 

such tests in the United States. Pearson 

also develops, publishes, markets, sells, 

and distributes market-leading adult 

abnormal personality clinical tests. 

Harcourt has invested substantial 

resources in the development of a new 

adult abnormal personality clinical test 

and plans to enter the market for such 

tests within the next year. 

3. The markets for adaptive behavior, 

speech and language, and adult 

abnormal personality clinical tests are 

highly concentrated and there are high 

barriers to enter these markets. 

Pearson’s proposed acquisition of 

Harcourt will eliminate competition 

between Pearson and Harcourt in these 

markets. 

4. The United States brings this action 

to prevent Pearson’s proposed 

acquisition of Harcourt because it would 

substantially lessen competition in the 

markets for adaptive behavior, speech 

and language, and adult abnormal 

personality clinical tests in violation of 

Section 7 of the Clayton Act, 

15 U.S.C. 18. 

II. Parties to the Proposed Acquisition 

5. Pearson plc, a U.K. corporation 

with its headquarters in London, 

England, operates businesses in 

educational publishing, business 

information, and consumer publishing. 

Pearson Education Inc. (hereafter 

‘‘Pearson Education’’), a wholly-owned 

subsidiary of Pearson plc, is a Delaware 

corporation with its headquarters in 

Upper Saddle River, New Jersey. 

Pearson Education develops, markets, 

sells, and distributes clinical tests 

throughout the United States. 

6. Reed Elsevier PLC; a U. K. 

corporation with its headquarters 

located in London, England, and Reed 

Elsevier NV, a Dutch corporation with 


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its headquarters located in Amsterdam, 

Netherlands, jointly own Harcourt. 

Harcourt, a New York corporation with 

its headquarters located in San Antonio, 

Texas, develops, markets, sells, and 

distributes clinical tests throughout the 

United States. 

III. Jurisdiction and Venue 

7. The United States brings this action 

under Section 15 of the Clayton Act, as 

amended, 15 U.S.C. 25, to prevent and 

restrain the Defendants from violating 

Section 7 of the Clayton Act, 15 U.S.C. 

18. 

8. Defendants develop, market, sell, 

and distribute clinical tests in the flow 

of interstate commerce. Defendants’

activities in developing, marketing, 

selling, and distributing these products 

substantially affect interstate commerce. 

This Court has subject matter 

jurisdiction over this action pursuant to 

Section 12 of the Clayton Act, 15 U.S.C. 

22, and 28 U.S.C. 1331, 1337(a), and 

1345. 

9. Defendants have consented to 

venue and personal jurisdiction in this 

judicial district and venue is proper 

under 28 U.S.C. 1391 (d). 

IV. Trade and Commerce 

A. Clinical Tests Generally 

10. Psychologists and clinicians, 

among others, use a variety of clinical 

tests to test for, and diagnose 

individuals with, certain disorders or 

disabilities, as well as to identify 

individuals at risk for such disorders or 

disabilities. Clinical tests can also be 

used to develop and provide 

intervention strategies for, and to 

monitor the progress of treatments for, 

such disorders or disabilities. 

11. Publishers, including the 

Defendants, develop, edit, standardize, 

norm-reference, market, and distribute 

clinical tests for a wide range of 

disorders and disabilities that have been 

designed and authored by leading 

experts in such disciplines. 

12. Standardization is the process of 

developing a test that reliably, validly, 

and consistently assesses a specific 

discipline. Standardized tests are 

authored, designed, and developed so 

that the test materials, test procedures, 

and test scoring are consistent across 

each test administration. Standardized 

test scores can then be documented 

empirically and compared across test 

administrations. 

13. Norm-referencing is the process of 

determining average test scores across 

demographics. Publishers normreference a standardized test by 

administering the test to a 

representative sample of individuals 

and then determining an average test 

score. Norm-referenced tests can then be 

used to compare an individual’s test 

score to an average test score of 

similarly-situated individuals. 

14. Comprehensive tests are tests that 

fully assess the subject area being tested, 

as well as its various domains and 

degrees of affliction. By contrast, noncomprehensive tests, often termed 

‘‘screeners,’’ are far less thorough and 

may be designed simply to indicate the 

likely presence or absence of a disorder 

or disability. 

15. In addition to clinical tests, nonstandardized, non-norm-referenced 

assessments (e.g., charts published in 

books or journals, single-scale tests, and 

free material available on the internet) 

are available to school psychologists 

and clinicians. However, such test 

materials are inferior to clinical tests 

because they do not provide the same 

levels of validity and reliability, nor can 

they be used in many situations in 

which a clinical test is required, for 

example, where such tests must be 

administered before a certain diagnosis 

or classification can be made in order 

for an individual to qualify for special 

services, such as special education or 

speech and language instruction. 

B. Relevant Product Markets 

1. Adaptive Behavior Clinical Tests 

16. Pearson and Harcourt each 

publish the market-leading adaptive 

behavior clinical tests. Pearson 

publishes the Vineland Adaptive 

Behavior Scales, which is currently in 

its second edition, and Harcourt 

publishes the Adaptive Behavior 

Assessment System, which is currently 

in its second edition. 

17. School psychologists and 

clinicians, among others, use adaptive 

behavior clinical tests to assess an 

individual’s competence in meeting 

their independent needs and satisfying 

the social demands of their 

environment. Generally, adaptive 

behavior tests assess three broad 

domains of adaptive behavior: 

conceptual (e.g., communication, 

functional academics, self-direction, 

and health and safety), social (e.g., 

social skills and leisure), and practical 

(e.g., self-care, home living, community 

use, and work). 

18. Non-comprehensive adaptive 

behavior tests, such as those that only 

assess narrow adaptive behavior 

domains, are not substitutes for adaptive 

behavior clinical tests because such 

tests are not sufficiently broad to assess 

all relevant areas of adaptive behavior. 

Other adaptive behavior assessment 

scales, such as neuropsychological 

behavioral or emotional scales, do not 

assess the same domains as do adaptive 

behavior clinical tests. Moreover, nonstandardized, non-norm-referenced 

adaptive behavior tests are not 

substitutes for adaptive behavior 

clinical tests because they do not 

provide the same levels of validity or 

reliability as clinical tests. 

19. A small but significant postacquisition increase in the price of 

adaptive behavior clinical tests would 

not cause customers to substitute other 

types of tests, or to otherwise reduce 

their purchases of adaptive behavior 

clinical tests, in sufficient quantities so 

as to make such a price increase 

unprofitable. 

20. Accordingly, the development, 

marketing, sale, and distribution of 

adaptive behavior clinical tests 

constitutes a line of commerce and a 

relevant product market pursuant to 

Section 7 of the Clayton Act. 

2. Speech and Language Clinical Tests 

21. Pearson and Harcourt each 

publish market-leading speech and 

language clinical tests. Pearson 

publishes two such tests known as the 

Comprehensive Assessment of Spoken 

Language and the Oral and Written 

Language Scales, each of which is in its 

first edition. Harcourt publishes a 

speech and language clinical test known 

as the Clinical Evaluation of Language 

Fundamentals, which is currently in its 

fourth edition. 

22. Speech-language pathologists, 

among others, use speech and language 

clinical tests to diagnose individuals 

having difficulties with understanding 

others, expressing thoughts and ideas, 

producing speech sounds, as well as 

other related difficulties. Speech and 

language clinical tests assess various 

domains, including receptive and 

expressive language. 

23. Non-comprehensive speech and 

language tests, such as those that only 

assess narrow speech and language 

domains, are not substitutes for speech 

and language clinical tests because such 

tests are not sufficiently broad to assess 

all relevant areas of speech and 

language. Moreover, non-standardized, 

non-norm-referenced speech and 

language tests are not substitutes for 

speech and language clinical tests 

because they do not provide the same 

levels of validity or reliability as clinical 

tests. 

24. A small but significant postacquisition increase in the price of 

speech and language clinical tests 

would not cause customers to substitute 

other types of tests, or to otherwise 

reduce their purchases of speech and 

language clinical tests, in sufficient 


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quantities so as to make such a price 

increase unprofitable. 

25. Accordingly, the development, 

marketing, sale, and distribution of 

speech and language clinical tests 

constitutes a line of commerce and a 

relevant product market pursuant to 

Section 7 of the Clayton Act. 

3. Adult Abnormal Adult Personality 

Clinical Tests 

26. Pearson publishes two series of 

adult abnormal personality clinical tests 

known as the Minnesota Multiphasic 

Personality Inventories, which are 

currently in their second edition, and 

the Millon Clinical Multiaxial 

Inventories, which are currently in their 

third edition. Harcourt is developing an 

adult abnormal personality clinical test 

known as the Emotional Assessment 

System that it expects to make 

commercially available in late 2008. 

27. Adult abnormal personality tests 

are generally used by clinicians and 

psychologists to diagnose and assess 

chronic, inflexible, and maladaptive 

patterns of perceiving, thinking, and 

behaving that seriously impair an 

individual’s ability to function in social 

settings. Such disorders include clinical 

disorders, such as anxiety, as well as 

personality disorders, such as paranoia. 

Many clinicians employ adult abnormal 

personality clinical tests to obtain 

comprehensive diagnoses of both kinds. 

28. Other methods of assessing 

abnormal personality, such as using 

structured interviews or nonstandardized tests (including 

developing one’s own tests), are inferior 

to adult abnormal personality clinical 

tests because they do not have the same 

degree of reliability, and because 

interpreting one’s own tests would 

introduce subjective elements into the 

analysis not present with the use of 

clinical tests. In addition, in some 

locations, for some applications, clinical 

tests are required by law and other 

methods of assessment cannot be used. 

29. Non-comprehensive adult 

abnormal personality tests, such as 

those that only assess certain clinical or 

personality disorders, are not substitutes 

for adult abnormal personality clinical 

tests because such tests are not 

sufficiently broad to assess all relevant 

disorders of adult abnormal personality. 

Moreover, non-standardized, non-normreferenced adult abnormal personality 

tests are not substitutes for adult 

abnormal personality clinical tests 

because they do not provide the same 

levels of validity or reliability as clinical 

tests. 

30. A small but significant postacquisition increase in the price of adult 

abnormal personality clinical tests 

would not cause customers to substitute 

other types of tests, or to otherwise 

reduce their purchases of adult 

abnormal personality clinical tests, in 

sufficient quantities so as to make such 

a price increase unprofitable. 

31. Accordingly, the development, 

marketing, sale, and distribution of 

adult abnormal personality clinical tests 

constitutes a line of commerce and a 

relevant product market pursuant to 

Section 7 of the Clayton Act. 

C. Relevant Geographic Market 

32. The Defendants sell adaptive 

behavior, and speech and language 

clinical tests throughout the United 

States to psychologists, clinicians, 

speech-language pathologists, and 

others. Pearson also sells adult 

abnormal personality tests to 

psychologists, clinicians, and others in 

the United States. In the United States, 

customers would not purchase clinical 

tests published outside the United 

States because such tests have not been 

standardized or norm-referenced on 

samples of individuals located in the 

United States. 

33. A small but significant postacquisition increase in the price of 

adaptive behavior, speech and language, 

and adult abnormal personality clinical 

tests would not cause customers to turn 

to clinical tests published outside of the 

United States for the purchase of such 

tests. 

34. Accordingly, the United States 

constitutes the relevant geographic 

market pursuant to Section 7 of the 

Clayton Act. 

D. Anticompetitive Effects: Reduced 

Price and Innovation Competition 

1. Adaptive Behavior Clinical Tests 

35. The proposed acquisition will 

eliminate price and innovation 

competition between Pearson and 

Harcourt in the market for adaptive 

behavior clinical tests throughout the 

United States. 

36. The adaptive behavior clinical test 

market is highly concentrated. Pearson 

and Harcourt’s revenues currently 

account for approximately 66 percent 

and 26 percent of the revenues of the 

market, respectively. Pearson’s 

proposed acquisition of Harcourt would 

therefore result in a post-merger share of 

approximately 92 percent of the 

adaptive behavior clinical test market. 

37. The proposed acquisition will 

substantially increase the likelihood 

that Pearson will unilaterally increase 

the price, or reduce the number or 

quality, of adaptive behavior clinical 

tests published in the United States. 

38. Any response of competing 

publishers of adaptive behavior clinical 

tests would not be sufficient to 

constrain the unilateral exercise of 

market power by Pearson after the 

acquisition. A significant number of 

customers regard Pearson and Harcourt 

as their first and second choices when 

purchasing adaptive behavior clinical 

tests, and consider such tests from other 

publishers to be a distant third choice. 

Therefore, an insufficient number of 

customers of adaptive behavior clinical 

tests would purchase a competing 

publisher’s test to defeat an anticompetitive price increase by Pearson. 

39. The proposed acquisition will 

therefore substantially lessen 

competition in the development, 

marketing, sale, and distribution of 

adaptive behavior clinical tests in the 

United States in violation of Section 7 

of the Clayton Act. 

2. Speech and Language Clinical Tests 

40. The proposed acquisition will 

eliminate price and innovation 

competition between Pearson and 

Harcourt in the market for speech and 

language clinical tests throughout the 

United States. 

41. The speech and language clinical 

test market is highly concentrated. 

Harcourt and Pearson’s revenues 

currently account for approximately 64 

percent and 26 percent ofthe revenues 

of the market, respectively. Pearson’s 

proposed acquisition of Harcourt would 

therefore result in a post-merger share of 

approximately 90 percent of the speech 

and language clinical test market. Only 

one other firm in the United States 

develops, markets, and publishes a 

competing speech and language clinical 

test, and that test accounts for the 

remaining 10 percent of the market, on 

a revenue basis. 

42. The proposed acquisition will 

substantially increase the likelihood 

that Pearson will unilaterally increase 

the price, or reduce the number or 

quality, of speech and language clinical 

tests published in the United States. 

43. Any response of the competing 

publisher of speech and language 

clinical tests would not be sufficient to 

constrain the unilateral exercise of 

market power by Pearson after the 

acquisition because there are a 

significant number of customers who 

regard Pearson and Harcourt’s speech 

and language clinical tests as their first 

and second choices, and consider the 

competing publisher’s test to be a 

distant third. Therefore, an insufficient 

number of customers of speech and 

language clinical tests would purchase 

the competing publisher’s test to defeat 

an anti-competitive price increase by 

Pearson. 


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44. The proposed acquisition will 

therefore substantially lessen 

competition in the development, 

marketing, sale, and distribution of 

speech and language clinical tests in the 

United States in violation of Section 7 

of the Clayton Act. 

3. Adult Abnormal Personality Clinical 

Tests 

45. The proposed acquisition will 

eliminate price and innovation 

competition between Pearson and 

Harcourt in the market for adult 

abnormal personality clinical tests. 

46. The adult abnormal personality 

clinical test market is highly 

concentrated and dominated by 

Pearson, which accounts for 

approximately 93 percent of the 

revenues for such tests. After many 

years of trying, only one other publisher 

in the United States has managed to 

obtain more than an insignificant share 

of this market. Customers prefer 

Pearson’s tests and have made a 

significant investment in learning how 

to work with and use Pearson’s tests. 

Such customers are committed to 

Pearson’s tests and thus far have been 

unwilling to substitute another test. The 

small share that Pearson’s only 

competitor has gained after many years 

is an indicator that customers consider 

the competitor’s test to be a distant 

second choice to Pearson’s tests. 

47. Harcourt has invested substantial 

resources over a prolonged period of 

time in the development of a new 

computer-based adaptive adult 

abnormal personality clinical test that 

will utilize computer technology to 

reduce test administration time. 

Harcourt is in the standardization and 

norm-referencing phase of development 

and is in the process of collecting data 

from clinical and non-clinical 

examinees. Harcourt plans to enter the 

market for such tests to compete with 

Pearson in 2008. To date, no other 

publisher has formed plans to enter this 

market, and any potential entry by 

another publisher would require 

considerable lead time and development 

effort of the sort that Harcourt has 

already incurred. 

48. Harcourt plans to enter the market 

with a new adult abnormal personality 

clinical test that will offer new features 

and functionality that customers desire. 

Such new features and functionality are 

not currently offered by either Pearson 

or the other competing publisher. 

Accordingly, Harcourt’s entry would 

likely benefit clinicians and their 

patients through price and innovation 

competition for adult abnormal 

personality clinical tests. 

49. The proposed acquisition will 

therefore substantially lessen 

competition in the development, 

marketing, sale, and distribution of 

adult abnormal personality clinical tests 

in the United States in violation of 

section 7 of the Clayton Act. 

E. Entry: New Entrants Will Not Defeat 

an Exercise of Market Power 

50. Successful entry into the markets 

for the development, marketing, sale, 

and distribution of adaptive behavior, 

speech and language, and adult 

abnormal personality clinical tests in 

the United States is difficult, time 

consuming, and costly. 

51. Entry into such markets in the 

United States takes many years. A new 

entrant would need to contract with an 

author qualified to write a clinical test 

and then assemble a sophisticated 

editorial staff to develop the test. 

Clinical test development requires 

analyzing, editing, standardizing, and 

norm-referencing a new test, which 

takes two to four years to complete. 

52. New entrants also would need to 

convince customers to switch from their 

current adaptive behavior, speech and 

language, or adult abnormal personality 

clinical test of choice to the entrant’s 

new test. 

53. Therefore, entry by any firm into 

the markets for the development, 

marketing, sale, and distribution of 

adaptive behavior, speech and language, 

and adult abnormal personality clinical 

tests would not be timely, likely, or 

sufficient to counter the anticompetitive 

effects of Pearson’s proposed acquisition 

of Harcourt. 

V. Violations Alleged 

Cause of Action 

(Violation of Section 7 of the Clayton 

Act) 

54. The United States incorporates the 

allegations of paragraphs 1 through 53 

above. 

55. The proposed acquisition of 

Harcourt by Pearson would 

substantially lessen competition in 

interstate trade and commerce in 

violation of section 7 of the Clayton Act, 

15 U.S.C. 18. 

56. Unless restrained, the acquisition 

will have the following anticompetitive 

effects, among others: 

a. Competition in the adaptive 

behavior clinical test market in the 

United States will be lessened 

substantially; 

b. Actual and potential competition 

between Pearson and Harcourt in the 

development, marketing, sale, and 

distribution of adaptive behavior 

clinical tests in the United States will be 

eliminated; 

c. Prices for adaptive behavior clinical 

tests in the United States likely will 

increase, and innovation likely will 

decline; 

d. Competition in the speech and 

language clinical test market in the 

United States will be lessened 

substantially; 

e. Actual and potential competition 

between Pearson and Harcourt in the 

development, marketing, sale, and 

distribution of speech and language 

clinical tests in the United States will be 

eliminated; 

f. Prices for speech and language 

clinical tests in the United States likely 

will increase, and innovation likely will 

decline; 

g. Competition in the adult abnormal 

personality clinical test market in the 

United States will be lessened 

substantially; 

h. Actual and potential competition 

between Pearson and Harcourt in the 

development, marketing, sale, and 

distribution of adult abnormal 

personality clinical tests in the United 

States will be eliminated; and 

i. Potential decreases in prices for 

adult abnormal personality clinical tests 

in the United States likely will be 

eliminated, and innovation likely will 

decline. 

VI. Request for Relief 

57. The United States requests that 

this Court: 

a. Adjudge and decree the proposed 

acquisition to violate section 7 of the 

Clayton Act, 15 U.S.C. 18; 

b. Enjoin and restrain the Defendants 

and all persons acting on their behalf 

from consummating the proposed 

acquisition or from entering into or 

carrying out any contract, agreement, 

plan, or understanding, the effect of 

which would be to combine Pearson 

with the operations of Harcourt; 

c. Award the United States its costs 

for this action; and 

d. Grant the United States such other 

and further relief as the Court deems 

just and proper. 

Respectfully submitted, 

FOR PLAINTIFF UNITED STATES OF 

AMERICA: 

llll/s/llll 

Thomas O. Barnett (D.C. Bar #426840), 

Assistant Attorney General, Antitrust 

Division. 

llll/s/llll 

David L. Meyer (D.C. Bar #414420), 

Deputy Assistant Attorney General, Antitrust 

Division. 

llll/s/llll 

Patricia A. Brink, 


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Deputy Director of Operations, Antitrust 

Division. 

llll/s/llll 

James J. Tierney (D.C. Bar #434610), 

Chief, Networks and Technology, 

Enforcement Section, Antitrust Division. 

llll/s/llll 

Scott A. Scheele (D.C. Bar #429061), 

Assistant Chief, Networks and Technology, 

Enforcement Section, Antitrust Division. 

llll/s/llll 

Damon J. Kalt 

Sanford M. Adler 

John C. Filippini (D.C. Bar #165159) 

Danielle M. Ganzi 

Attorneys, United States Department of 

Justice, Antitrust Division, Networks and 

Technology, Enforcement Section, 600 E 

Street, NW., Suite 9500, Washington, DC 

20530, (202) 307–6200. 

Dated: January 24, 2008. 

Final Judgment 

Whereas, Plaintiff, United States of 

America, filed its Complaint on January 

24, 2008, and the United States and 

Defendants, Pearson plc and Pearson 

Education Inc. (collectively ‘‘Pearson’’) 

and Reed Elsevier PLC, Reed Elsevier 

NV, and Harcourt Assessment Inc. 

(collectively ‘‘Reed Elsevier’’), by their 

respective attorneys, have consented to 

the entry of this Final Judgment without 

trial or adjudication of any issue of fact 

or law, and without this Final Judgment 

constituting any evidence against or 

admission by any party regarding any 

issue of fact or law; 

And whereas, Defendants agree to be 

bound by the provisions of this Final 

Judgment pending its approval by the 

Court; 

And whereas, the essence of this Final 

Judgment is the prompt and certain 

divestiture of certain rights or assets by 

the Defendants to assure that 

competition is not substantially 

lessened; 

And whereas, the United States 

requires Defendants to make certain 

divestitures for the purpose of 

remedying the loss of competition 

alleged in the Complaint; 

And whereas, Defendants have 

represented to the United States that the 

divestitures required below can and will 

be made and that Defendants will later 

raise no claim of hardship or difficulty 

as grounds for asking the Court to 

modify any of the divestiture provisions 

contained below; 

Now therefore, before any testimony 

is taken, without trial or adjudication of 

any issue of fact or law, and upon 

consent of the parties, it is ordered, 

adjudged and decreed: 

I. Jurisdiction 

This Court has jurisdiction over the 

subject matter and each of the parties to 

this action. The Complaint states a 

claim upon which relief may be granted 

against Defendants under Section 7 of 

the Clayton Act, as amended (15 U.S.C. 

18). 

II. Definitions 

As used in this Final Judgment: 

A. ‘‘Pearson’’ means Defendants 

Pearson plc, a U.K. corporation with its 

headquarters in London, England, and 

Pearson Education Inc., a Delaware 

corporation with its headquarters in 

Upper Saddle River, New Jersey, and 

includes their successors and assigns, 

and their subsidiaries, divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

B. ‘‘Reed Elsevier’’ means Defendants 

Reed Elsevier PLC, a U.K. corporation 

with its headquarters in London, 

England, Reed Elsevier NV, a Dutch 

corporation with its headquarters in 

Amsterdam, Netherlands, and Harcourt 

Assessment Inc., (‘‘Harcourt’’) a New 

York corporation with its headquarters 

in San Antonio, Texas and includes 

their successors and assigns, and their 

subsidiaries, divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

C. ‘‘ABAS Assets’’ means Reed 

Elsevier’s Adaptive Behavior 

Assessment System (‘‘ABAS’’) first- and 

second-edition titles, incorporating the 

Downward Extension of the ABAS, and 

Reed Elsevier’s ABAS Second Edition 

Intervention Planner. 

D. ‘‘Speech and Language Assets’’

means (1) Pearson’s Comprehensive 

Assessment of Spoken Language, 

(‘‘CASL’’) which is in its first edition 

(‘‘CASL Assets’’) and Pearson’s Oral and 

Written Language Scales (‘‘OWLS’’), 

including the Oral Expression and 

Listening Comprehension Scales, the 

Written Expression Scale, and the 

OWLS second edition, which is under 

development (collectively ‘‘OWLS 

Assets’’) or (2) Reed Elsevier’s Clinical 

Evaluation of Language Fundamentals 

(‘‘CELF’’) including the first-, second-, 

third-, and fourth-edition titles, the 

CELF Screener first-, second-, third-, 

and fourth-edition titles, the CELF 

Preschool first- and second-edition 

titles, the CELF Spanish first-, 

second-, third-, and fourth-edition titles, 

and the CELF Spanish Preschool, which 

is under development; excluding 

however, the Retained CMS and WMS 

Content (collectively ‘‘CELF Assets’’). 

E. ‘‘EAS Assets’’ means Reed 

Elsevier’s Emotional Assessment System 

(‘‘EAS’’), which is under development. 

F. ‘‘Divestiture Assets’’ means: (1) the 

ABAS Assets; (2) the Speech and 

Language Assets; and (3) the EAS 

Assets. 

The Divestiture Assets include: 

1. All tangible assets that comprise 

each of the Divestiture Assets including, 

but not limited to, all historic and 

current research data and activities and 

development activities relating to the 

Divestiture Assets; all original and 

digital artwork, film plates and other 

reproductive materials relating to the 

Divestiture Assets including, but not 

limited to, all manuscripts, illustrations, 

any other content, and any revisions or 

revision plans thereof in print or digital 

form; all finished inventory of the 

Divestiture Assets including, but not 

limited to, all examination kits, 

manuals, test booklets, record forms, 

and response booklets; all contracts, 

agreements, commitments, 

certifications, and understandings 

relating to the Divestiture Assets, 

including, but not limited to, publishing 

agreements, author agreements, research 

agreements, author permissions and 

other similar agreements, supply and 

distribution agreements for the 

Divestiture Assets; all customer lists, 

contracts, accounts, and credit records 

or similar records of all sales and 

potential sales of the Divestiture Assets; 

all sales support and promotional 

materials, advertising materials, and 

production, sales and marketing files, 

and all other records relating to the 

Divestiture Assets; 

2. All intangible assets used in the 

development, production, servicing, 

sale and distribution of each of the 

Divestiture Assets, including, but not 

limited to, all patents, licenses and 

sublicenses, adaptation licenses, 

intellectual property, copyrights, 

contract rights, trademarks (registered 

and unregistered), trade names, service 

marks, and service names relating to the 

Divestiture Assets, but excluding 

corporate-level trademarks of Pearson 

and Harcourt; all technical information, 

computer software and related 

documentation, know-how, trade 

secrets, drawings, blueprints, designs, 

design protocols, scoring rules, scoring 

algorithms, and specifications for 

materials relating to the Divestiture 

Assets; all quality assurance and control 

procedures, design tools and simulation 

capability relating to the Divestiture 

Assets; all manuals and technical 

information used for any purpose 

relating to the Divestiture Assets or that 

Defendants provide to their own 

employees, customers, suppliers, agents 

or licensees for use in relation with the 

Divestiture Assets; and all other 

intangible research data concerning 

historic and current research and 

development efforts relating to the 


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Divestiture Assets, including, but not 

limited to, designs of experiments, and 

the results of successful and 

unsuccessful designs and experiments; 

3. The OWLS Assets also specifically 

include all tangible assets relating to the 

development of the OWLS secondedition titles including, but not limited 

to, all research data and development 

activities; all tryout and standardization 

easels, administration materials, record 

forms, tryout data, standardization data, 

and data for reliability and validity 

studies; 

4. The EAS Assets also specifically 

include all tangible and intangible 

assets relating to the development of the 

EAS including, but not limited to, all 

research data and development 

activities; all tryout and standardization 

easels, administration materials, record 

forms, tryout data, standardization data, 

and data for reliability and validity 

studies; and all algorithmic data 

including, but not limited to, data 

relating to item banking, continuous 

item rotation, item analysis, item 

calibration, norming, test equating, scale 

development, computer-based testing, 

and computer-adaptive testing; and all 

applications of Sampling Theory, the 

Generalized Graded Unfolding model, 

Generalizability Theory model, 

Structural Equation model, and other 

Item Response Theory models; 

5. A royalty-free license to the 

Acquirer(s) of the ABAS Assets and 

CELF Assets to use the Harcourt 

corporate trademark and trade name for 

the sole and limited purpose of 

distributing finished inventory of the 

ABAS Assets and CELF Assets; 

6. At the option of the Acquirer( s) of 

the ABAS Assets and CELF Assets, a 

non-exclusive license to distribute the 

Scoring Assistant Software for use with 

the ABAS Assets and CELF Assets; and 

in the event that the Acquirer exercises 

such option, the Defendants shall 

provide to the Acquirer(s) of the ABAS 

Assets and CELF Assets all technical 

information and support necessary for 

the distribution and administration of 

the Scoring Assistant Software; 

7. A royalty-free license to the 

Acquirer of the CASL Assets and OWLS 

Assets to use the Pearson corporate 

trademark and trade name for the sole 

and limited purpose of distributing 

finished inventory of the CASL Assets 

and OWLS Assets; 

8. At the option of the Acquirer of the 

CASL Assets and OWLS Assets, a nonexclusive license to distribute the 

ASSIST Software for use with the CASL 

Assets and OWLS Assets; and in the 

event that the Acquirer exercises such 

option, the Defendants shall provide to 

the Acquirer of the CASL Assets and 

OWLS Assets all technical information 

and support necessary for the 

distribution and administration of the 

ASSIST Software; and 

A license to the Acquirer of the CELF 

Assets to use the Retained CMS and 

WMS Content to market, sell or 

distribute any tests produced by the 

CELF Assets. 

G. ‘‘Acquirer’’ or ‘‘Acquirers’’ means 

the entity or entities to whom 

Defendants divest the Divestiture 

Assets. 

H. ‘‘Scoring Assistant Software’’

means Reed Elsevier’s software for 

computerized scoring of individuallyadministered standardized normreferenced comprehensive clinical tests 

(‘‘clinical tests’’) to assist test 

administrators including, but not 

limited to, software related to scoring of 

test results; tracking test scores and test 

history; raw-to-derived score 

conversion; score interpretation; 

outcomes analysis and reporting 

capabilities; problem identification and 

eligibility determination; discrepancy 

analysis; and intervention 

recommendations. 

1. ‘‘ASSIST Software’’ means 

Pearson’s Automated System for Scoring 

and Interpreting Standardized Tests and 

encompasses software for computerized 

scoring of clinical tests to assist test 

administrators including, but not 

limited to, software related to scoring of 

test results; tracking test scores and test 

history; raw-to-derived score 

conversion; score interpretation; 

outcomes analysis and reporting 

capabilities; problem identification and 

eligibility determination; discrepancy 

analysis; and intervention 

recommendations. 

J. ‘‘Licensed-Back ABAS Content’’

means the two hundred and forty one 

(241) ABAS items described in Exhibit 

A that, as of the filing of the Complaint 

in this matter, are also employed in the 

marketing, sale, and distribution of Reed 

Elsevier’s Bayley Scales of Infant and 

Toddler Development second- and 

third-edition titles. 

K. ‘‘Retained CMS and WMS Content’’

means the fifty (50) Children’s Memory 

Scale (‘‘CMS ’’) and Wechsler Memory 

Scale (‘‘WMS ’’) items that, as of the 

filing of the Complaint in this matter, 

are also employed in the marketing, 

sale, and distribution of the CELF Assets 

appearing as the Number Repetition 1 

(15 items) and Familiar Sequences 1 (12 

items) subtests of the CELF–4, which are 

borrowed from the Numbers and 

Sequences CMS subtests, respectively, 

and Number Repetition 2 (15 items) and 

Familiar Sequences 2 (8 items) subtests 

of the CELF–4, which are borrowed 

from the Digit Span and Mental Control 

WMS subtests, respectively. 

III. Applicability 

A. This Final Judgment applies to 

Pearson and Reed Elsevier, as defined 

above, and all other persons in active 

concert or participation with any of 

them who receive actual notice of this 

Final Judgment by personal service or 

otherwise. 

B. If, prior to complying with Sections 

IV and V of this Final Judgment, 

Defendants sell or otherwise dispose of 

all or substantially all of their assets or 

of lesser business units that include the 

Divestiture Assets, they shall require the 

purchaser to be bound by the provisions 

of this Final Judgment. Defendants need 

not obtain such an agreement from the 

Acquirer(s) of the Divestiture Assets 

pursuant to this Final Judgment. 

IV. Divestitures 

A. Defendants are ordered and 

directed, within ninety (90) calendar 

days after the filing of the Complaint in 

this matter, or five (5) calendar days 

after notice of the entry of this Final 

Judgment by the Court, whichever is 

later, to divest the Divestiture Assets in 

a manner consistent with this Final 

Judgment to one or more Acquirers 

acceptable to the United States, in its 

sole discretion. The United States, in its 

sole discretion, may agree to one or 

more extensions of this time period not 

to exceed sixty (60) calendar days in 

total, and shall notify the Court in such 

circumstances. Defendants agree to use 

their best efforts to divest the 

Divestiture Assets as expeditiously as 

possible. 

B. In accomplishing the divestitures 

ordered by this Final Judgment, 

Defendants promptly shall make known, 

by usual and customary means, the 

availability of the Divestiture Assets. 

Defendants shall inform any person 

making inquiry regarding a possible 

purchase of the Divestiture Assets that 

they are being divested pursuant to this 

Final Judgment and provide that person 

with a copy of this Final Judgment. 

Defendants shall offer to furnish to all 

prospective Acquirers, subject to 

customary confidentiality assurances, 

all information and documents relating 

to the Divestiture Assets customarily 

provided in a due diligence process 

except such information or documents 

subject to the attorney-client privilege or 

work-product doctrine. Defendants shall 

make available such information to the 

United States at the same time that such 

information is made available to any 

other person. 

C. Defendants shall provide the 

Acquirer(s) and the United States the 


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identity of any personnel responsible for 

any editorial content of any Divestiture 

Asset, and any personnel responsible for 

the sale, development, production, 

design, layout, standardization, 

norming, analysis, or research relating 

to any of the Divestiture Assets, to 

enable the Acquirer(s) to make offers of 

employment. Defendants will not 

interfere with any negotiations or 

attempts by the Acquirer(s) to employ or 

contract with any persons responsible 

for any such activity related to any 

Divestiture Asset. 

D. Defendants shall permit 

prospective Acquirers of the Divestiture 

Assets to have reasonable access to 

personnel responsible for the 

Divestiture Assets; and to have access to 

any and all financial, operational, or 

other documents and information 

customarily provided as part of a due 

diligence process. 

E. Defendants shall have the right to 

obtain, from the Acquirer of the ABAS 

assets, a license to use the LicensedBack ABAS Content for a period of time 

no longer than is necessary for 

Defendants to market, sell or distribute 

Reed Elsevier’s Bayley Scales of Infant 

and Toddler Development second- and 

third-edition titles; such license shall be 

subject to final review and approval by 

the United States. 

F. To the extent Defendants receive 

any orders or inquiries for the ABAS, 

the CASL, the OWLS, or the CELF, and 

an Acquirer has obtained the Divestiture 

Assets relating to such test, Defendants 

shall forward such orders and inquiries 

to the respective Acquirer for a period 

of time not to exceed two (2) years. 

G. Defendants shall warrant to the 

respective Acquirer or Acquirers of the 

ABAS Assets, the CASL Assets and 

OWLS Assets, and the CELF Assets, that 

the respective Divestiture Assets will be 

operational on the date of sale. 

Defendants shall warrant to the 

Acquirer of the EAS Assets that the EAS 

Assets have been developed in a manner 

no less vigorous than existing 

development plans, as of the filing of 

the Complaint in this matter, and 

maintained in a manner that has 

preserved the economic viability of the 

assets, and that, upon divestiture, 

Acquirer will receive good title to all the 

assets that comprise the EAS Assets as 

of the date of sale. Defendants shall 

warrant to the Acquirer or Acquirers 

that the Divestiture Assets they acquire 

have been maintained and operated 

separately in a manner as required 

under the Hold Separate Stipulation and 

Order (‘‘Hold Separate’’) filed 

simultaneously with the Court. 

H. Nothing in this Final Judgment 

shall be construed to require the 

Acquirer or Acquirers as a condition of 

any license granted by or to Defendants 

pursuant to Sections II(F)(6), (8), and (9) 

and IV(E) to extend to Defendants the 

right to use any improvements made by 

the Acquirer or Acquirers to any 

software or content used in the 

marketing, sale or distribution of 

clinical tests. 

I. Defendants shall not take any action 

that will impede in any way the 

operation or divestiture of the 

Divestiture Assets. 

J. Unless the United States otherwise 

consents in writing, the divestitures 

pursuant to Section IV, or by trustee 

appointed pursuant to Section V, of this 

Final Judgment, shall include the entire 

Divestiture Assets, and shall be 

accomplished in such a way as to satisfy 

the United States, in its sole discretion, 

that the Divestiture Assets can and will 

be used by the Acquirer(s) as part of a 

viable, ongoing business of publishing 

clinical tests. Divestiture of the 

Divestiture Assets may be made to one 

or more Acquirers, provided that in 

each instance it is demonstrated to the 

sole satisfaction of the United States 

that the Divestiture Assets will remain 

viable and the divestiture of such assets 

will remedy the competitive harm 

alleged in the Complaint. The 

divestitures, whether pursuant to 

Section IV or Section V of this Final 

Judgment, 

(1) Shall be made to an Acquirer(s) 

that, in the United States’s sole 

judgment, has the intent and capability 

(including the necessary managerial, 

operational, technical and financial 

capability) of competing effectively in 

the business of publishing clinical tests; 

and 

(2) Shall be accomplished so as to 

satisfy the United States, in its sole 

discretion, that none of the terms of any 

agreement between an Acquirer(s) and 

Defendants give Defendants the ability 

unreasonably to raise the Acquirer’s 

costs, to lower the Acquirer’s efficiency, 

or otherwise to interfere in the ability of 

the Acquirer to compete effectively. 

V. Appointment of Trustee 

A. If Defendants have not divested the 

Divestiture Assets within the time 

period specified in Section IV(A), 

Defendants shall notify the United 

States of that fact in writing. Upon 

application of the United States, the 

Court shall appoint a trustee selected by 

the United States and approved by the 

Court to effect the divestiture of the 

Divestiture Assets. 

B. After the appointment of a trustee 

becomes effective, only the trustee shall 

have the right to sell the Divestiture 

Assets. The trustee shall have the power 

and authority to accomplish the 

divestiture to an Acquirer(s) acceptable 

to the United States at such price and 

on such terms as are then obtainable 

upon reasonable effort by the trustee, 

subject to the provisions of Sections IV, 

V, and VI of this Final Judgment, and 

shall have such other powers as this 

Court deems appropriate. Subject to 

Section V(D) of this Final Judgment, the 

trustee may hire at the cost and expense 

of Defendants any investment bankers, 

attorneys, or other agents, who shall be 

solely accountable to the trustee, 

reasonably necessary in the trustee’s 

judgment to assist in the divestitures. 

C. Defendants shall not object to a sale 

by the trustee on any ground other than 

the trustee’s malfeasance. Any such 

objections by Defendants must be 

conveyed in writing to the United States 

and the trustee within ten (10) calendar 

days after the trustee has provided the 

notice required under Section VI. 

D. The trustee shall serve at the cost 

and expense of Defendants, on such 

terms and conditions as the United 

States approves, and shall account for 

all monies derived from the sale of the 

assets sold by the trustee and all costs 

and expenses so incurred. After 

approval by the Court of the trustee’s 

accounting, including fees for its 

services and those of any professionals 

and agents retained by the trustee, all 

remaining money shall be paid to 

Defendants and the trust shall then be 

terminated. The compensation of the 

trustee and any professionals and agents 

retained by the trustee shall be 

reasonable in light of the value of the 

Divestiture Assets and based on a fee 

arrangement providing the trustee with 

an incentive based on the price and 

terms of the divestiture and the speed 

with which it is accomplished, but 

timeliness is paramount. 

E. Defendants shall use their best 

efforts to assist the trustee in 

accomplishing the required divestitures. 

The trustee and any consultants, 

accountants, attorneys, and other 

persons retained by the trustee shall 

have full and complete access to the 

personnel, books, records, and facilities 

of the business to be divested, and 

Defendants shall develop financial and 

other information relevant to such 

business as the trustee may reasonably 

request, subject to reasonable protection 

for trade secret or other confidential 

research, development, or commercial 

information. Defendants shall take no 

action to interfere with or to impede the 

trustee’s accomplishment of the 

divestitures. 

F. After its appointment, the trustee 

shall file monthly reports with the 

United States and the Court setting forth 


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the trustee’s efforts to accomplish the 

divestitures ordered under this Final 

Judgment. To the extent such reports 

contain information that the trustee 

deems confidential, such reports shall 

not be filed in the public docket of the 

Court. Such reports shall include the 

name, address, and telephone number of 

each person who, during the preceding 

month, made an offer to acquire, 

expressed an interest in acquiring, 

entered into negotiations to acquire, or 

was contacted or made an inquiry about 

acquiring, any interest in the Divestiture 

Assets, and shall describe in detail each 

contact with any such person. The 

trustee shall maintain full records of all 

efforts made to divest the Divestiture 

Assets. 

G. If the trustee has not accomplished 

the divestitures ordered under this Final 

Judgment within six months after its 

appointment, the trustee shall promptly 

file with the Court a report setting forth 

(1) the trustee’s efforts to accomplish the 

required divestitures, (2) the reasons, in 

the trustee’s judgment, why the required 

divestitures have not been 

accomplished, and (3) the trustee’s 

recommendations. To the extent such 

reports contain information that the 

trustee deems confidential, such reports 

shall not be filed in the public docket 

of the Court. The trustee shall at the 

same time furnish such report to the 

United States which shall have the right 

to make additional recommendations 

consistent with the purpose of the trust. 

The Court thereafter shall enter such 

orders as it shall deem appropriate to 

carry out the purpose of the Final 

Judgment, which may, if necessary, 

include extending the trust and the term 

of the trustee’s appointment by a period 

requested by the United States. 

VI. Notice of Proposed Divestitures 

A. Within two (2) business days 

following execution of a definitive 

divestiture agreement, Defendants or the 

trustee, whichever is then responsible 

for effecting the divestitures required 

herein, shall notify the United States of 

any proposed divestiture required by 

Section IV or V of this Final Judgment. 

If the trustee is responsible, it shall 

similarly notify Defendants. The notice 

shall set forth the details of the 

proposed divestiture and list the name, 

address, and telephone number of each 

person not previously identified who 

offered or expressed an interest in or 

desire to acquire any ownership interest 

in the Divestiture Assets, together with 

full details of the same. 

B. Within fifteen (15) calendar days of 

receipt by the United States of such 

notice, the United States may request 

from Defendants, the proposed 

Acquirer(s), any other third party, or the 

trustee, if applicable, additional 

information concerning the proposed 

divestiture, the proposed Acquirer, and 

any other potential Acquirer. 

Defendants and the trustee shall furnish 

any additional information requested 

within fifteen (15) calendar days of the 

receipt of the request, unless the parties 

shall otherwise agree. 

C. Within thirty (30) calendar days 

after receipt of the notice or within 

twenty (20) calendar days after the 

United States has been provided the 

additional information requested from 

Defendants, the proposed Acquirer, any 

third party, and the trustee, whichever 

is later, the United States shall provide 

written notice to Defendants and the 

trustee, if there is one, stating whether 

or not it objects to the proposed 

divestiture. If the United States provides 

written notice that it does not object, the 

divestiture may be consummated, 

subject only to Defendants’ limited right 

to object to the sale under Section V(C) 

of this Final Judgment. Absent written 

notice that the United States does not 

object to the proposed Acquirer or upon 

objection by the United States, a 

divestiture proposed under Section IV 

or Section V shall not be consummated. 

Upon objection by Defendants under 

Section V(C), a divestiture proposed 

under Section V shall not be 

consummated unless approved by the 

Court. 

VII. Financing 

Defendants shall not finance all or 

any part of any purchase made pursuant 

to Section IV or V of this Final 

Judgment. 

VIII. Hold Separate 

Until the divestitures required by this 

Final Judgment have been 

accomplished, Defendants shall take all 

steps necessary to comply with the Hold 

Separate entered by this Court. 

Defendants shall take no action that 

would jeopardize the divestitures 

ordered by this Court. 

IX. Affidavits 

A. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, and every thirty (30) calendar 

days thereafter until the divestitures 

have been completed under Section IV 

or V, Defendants shall deliver to the 

United States an affidavit as to the fact 

and manner of its compliance with 

Section IV or V of this Final Judgment. 

Each such affidavit shall include the 

name, address, and telephone number of 

each person who, during the preceding 

thirty (30) calendar days, made an offer 

to acquire, expressed an interest in 

acquiring, entered into negotiations to 

acquire, or was contacted or made an 

inquiry about acquiring, any interest in 

the Divestiture Assets, and shall 

describe in detail each contact with any 

such person during that period. Each 

such affidavit shall also include a 

description of the efforts Defendants 

have taken to solicit buyers for the 

Divestiture Assets, and to provide 

required information to prospective 

Acquirers, including the limitations, if 

any, on such information. Assuming the 

information set forth in the affidavit is 

true and complete, any objection by the 

United States to information provided 

by Defendants, including limitation on 

information, shall be made within 

fourteen (14) calendar days of receipt of 

such affidavit. 

B. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, Defendants shall deliver to the 

United States an affidavit that describes 

in reasonable detail all actions 

Defendants have taken and all steps 

Defendants have implemented on an 

ongoing basis to comply with Section 

VIII of this Final Judgment. Defendants 

shall deliver to the United States an 

affidavit describing any changes to the 

efforts and actions outlined in 

Defendants’ earlier affidavits filed 

pursuant to this section within fifteen 

(15) calendar days after the change is 

implemented. 

C. Defendants shall keep all records of 

all efforts made to preserve and divest 

the Divestiture Assets until one year 

after such divestitures have been 

completed. 

X. Compliance Inspection 

A. For the purposes of determining or 

securing compliance with this Final 

Judgment, or of determining whether 

the Final Judgment should be modified 

or vacated, and subject to any legally 

recognized privilege, from time to time 

authorized representatives of the United 

States Department of Justice, including 

consultants and other persons retained 

by the United States, shall, upon written 

request of an authorized representative 

of the Assistant Attorney General in 

charge of the Antitrust Division, and on 

reasonable notice to Defendants, be 

pennitted: 

(1) Access during Defendants’ office 

hours to inspect and copy, or at the 

option of the United States, to require 

Defendants to provide hard copy or 

electronic copies of, all books, ledgers, 

accounts, records, data, and documents 

in the possession, custody, or control of 

Defendants, relating to any matters 

contained in this Final Judgment; and 

(2) To interview, either informally or 

on the record, Defendants’ officers, 


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employees, or agents, who may have 

their individual counsel present, 

regarding such matters. The interviews 

shall be subject to the reasonable 

convenience of the interviewee and 

without restraint or interference by 

Defendants. 

B. Upon the written request of an 

authorized representative of the 

Assistant Attorney General in charge of 

the Antitrust Division, Defendants shall 

submit written reports or response to 

written interrogatories, under oath if 

requested, relating to any of the matters 

contained in this Final Judgment as may 

be requested. 

C. No information or documents 

obtained by the means provided in this 

section shall be divulged by the United 

States to any person other than an 

authorized representative of the 

executive branch of the United States, 

except in the course of legal proceedings 

to which the United States is a party 

(including grand jury proceedings), or 

for the purpose of securing compliance 

with this Final Judgment, or as 

otherwise required by law. 

D. If at the time information or 

documents are furnished by Defendants 

to the United States, Defendants 

represent and identify in writing the 

material in any such information or 

documents to which a claim of 

protection may be asserted under Rule 

26(c)(7) of the Federal Rules of Civil 

Procedure, and Defendants mark each 

pertinent page of such material, 

‘‘Subject to claim of protection under 

Rule 26(c)(7) of the Federal Rules of 

Civil Procedure,’’ then the United States 

shall give Defendants ten (10) calendar 

days notice prior to divulging such 

material in any legal proceeding (other 

than a grand jury proceeding). 

XI. No Reacquisition 

Pearson may not reacquire any part of 

the Divestiture Assets during the term of 

this Final Judgment. 

XII. Retention of Jurisdiction 

This Court retains jurisdiction to 

enable any party to this Final Judgment 

to apply to this Court at any time for 

further orders and directions as may be 

necessary or appropriate to carry out or 

construe this Final Judgment, to modify 

any of its provisions, to enforce 

compliance, and to punish violations of 

its provisions. 

XIII. Expiration of Final Judgment 

Unless this Court grants an extension, 

this Final Judgment shall expire ten 

years from the date of its entry. 

XIV. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest. The parties have 

complied with the requirements of the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16, including making copies 

available to the public of this Final 

Judgment, the Competitive Impact 

Statement, and any comments thereon 

and the United States’s responses to 

comments. Based upon the record 

before the Court, which includes the 

Competitive Impact Statement and any 

comments and response to comments 

filed with the Court, entry of this Final 

Judgment is in the public interest. 

Date: llll 

Court approval subject to procedures of 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16 

lllllllllllllllllll

United States District Judge 

Exhibit A 

The Licensed-Back ABAS Content 

includes all of the items appearing in 

the ABAS–II Parent/Primary Caregiver 

(Ages 0–5) that, as of the filing of the 

Complaint in this matter, also appear as 

the Adaptive Behavior Scale subtest in 

Reed Elsevier’s Bayley Scales of Infant 

and Toddler Development (‘‘BayleyIII’’). Specifically, the shared content 

includes all items in the following 

scales: Communication, Community 

Use, Functional Pre-Academics, Home 

Living, Health and Safety, Leisure, SelfCare, Self-Direction, Social, and Motor. 

In addition to the shared items, the 

shared content within the scales listed 

above also includes the following: 

1. Administration instructions and 

sample items (appearing on pp. 4–5 of 

the Bayley-III Social-Emotional and 

Adaptive Behavior Questionnaire, or the 

‘‘record form’’); 

2. Record form summary page content 

and design, including the following 

tables: raw-score to scaled-score 

conversions, sum of scaled scores to 

composite-score conversions, skill area 

scaled score profile, composite score 

profile and supplemental analysis—

discrepancy comparisons (appearing on 

page 14 of the Bayley-III Social 

Emotional and Adaptive Behavior 

Questionnaire); 

3. Norms for the Bayley-III Adaptive 

Behavior subtest appearing in the 

Bayley-III Administration Manual, 

which include references describing the 

adaptive behavior scale, and 

administration and scoring instructions 

on pages 4, 30–39 and 173–176; and the 

following norms tables: A.3 Adaptive 

Behavior Skill Area Scales Scores by 

Age (p. 191–197), A.6 Sum of GAC and 

Adaptive Domain Scaled Scores 

Converted to Composite Scores and 

GAC and Adaptive Domain Percentile 

Ranks and Confidence Intervals (p. 200–

209), B.3 Differences Between Adaptive 

Domain Composite Scores Required For 

Statistical Significance (p. 216), and B.4 

Differences Between Adaptive Domain 

Composite Scores Obtained By Various 

Percentages (p. 217); and 

4. Norms for the Bayley-III Adaptive 

Behavior subtest appearing in the 

Bayley-III Technical Manual, which 

include references describing the 

adaptive behavior scale, administration 

and scoring instructions, and technical 

information on pages 9, 10, 28, 45–53, 

57–59, 61–62, 64–66, 70, 80–83, 97–98, 

and 116–119. 

Competitive Impact Statement 

Plaintiff United States of America 

(‘‘United States’’), pursuant to Section 

2(b) of the Antitrust Procedures and 

Penalties Act (‘‘APPA’’ or ‘‘Tunney 

Act’’), 15 U.S.C. 16(b)–(h), files this 

Competitive Impact Statement relating 

to the proposed Final Judgment 

submitted for entry in this civil antitrust 

proceeding. 

I. Nature and Purpose of the Proceeding 

The United States filed a civil 

antitrust Complaint on January 24, 2008, 

seeking to enjoin the proposed 

acquisition by Pearson plc and Pearson 

Education Inc. (collectively ‘‘Pearson’’) 

of Harcourt Assessment Inc. (hereafter 

‘‘Harcourt’’), a wholly-owned subsidiary 

of Reed Elsevier PLC and Reed Elsevier 

NV (collectively ‘‘Reed Elsevier’’). The 

Complaint alleges that the likely effects 

of this acquisition would be to lessen 

competition substantially in the markets 

for individually-administered 

standardized norm-referenced 

comprehensive clinical tests (hereafter 

‘‘clinical tests’’) in the subject areas of: 

(1) Adaptive behavior; (2) speech and 

language; and (3) adult abnormal 

personality, in violation of Section 7 of 

the Clayton Act, 15 U.S.C. 18. The loss 

of competition caused by the acquisition 

will result in increased prices and 

decreased innovation for adaptive 

behavior and speech and language 

clinical tests in the United States. It will 

also eliminate likely reductions in 

prices for adult abnormal personality 

clinical tests and increased innovation 

for such tests that would otherwise 

result from Harcourt’s impending entry 

into this market. 

At the same time the Complaint was 

filed, the United States also filed a Hold 

Separate Stipulation and Order (‘‘Hold 

Separate’’) and a proposed Final 

Judgment, which are designed to 

eliminate the anticompetitive effects of 

the acquisition. Under the proposed 


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Final Judgment, which is explained 

more fully below, the Defendants are 

required to divest certain adaptive 

behavior, speech and language, and 

adult abnormal personality clinical tests 

(hereafter ‘‘Divestiture Assets’’). Until 

the divestitures required by the Final 

Judgment have been accomplished, the 

Hold Separate requires Pearson and 

Harcourt to take steps to ensure that 

their clinical assessment businesses—

Pearson Clinical Assessments (as 

defined in the Hold Separate) and 

Harcourt Clinical Assessments (as 

defined in the Hold Separate)—will 

continue to operate as separate, 

independent, economically viable, and 

ongoing competitive businesses; that the 

Divestiture Assets will be maintained 

and operated by Pearson Clinical 

Assessments and Harcourt Clinical 

Assessments as ongoing, economically 

viable, and active business concerns; 

and that competition is maintained 

during the pendency of the ordered 

divestitures. 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment would 

terminate this action, except that the 

Court would retain jurisdiction to 

construe, modify, or enforce the 

provisions of the proposed Final 

Judgment and to punish violations 

thereof. 

II. Description of the Events Giving Rise 

to the Alleged Violations 

A. The Defendants and the Proposed 

Transaction 

Pearson plc, a U.K. corporation with 

its headquarters in London, England, 

operates businesses in educational 

publishing, business information, and 

consumer publishing. Pearson 

Education Inc. (hereafter ‘‘Pearson 

Education’’), a wholly-owned subsidiary 

of Pearson plc, is a Delaware 

corporation with its headquarters in 

Upper Saddle River, New Jersey. 

Pearson Education develops, markets, 

sells, and distributes clinical tests 

throughout the United States. 

Reed Elsevier PLC, a U.K. corporation 

with its headquarters located in London, 

England, and Reed Elsevier NV, a Dutch 

corporation with its headquarters 

located in Amsterdam, Netherlands, 

jointly own Harcourt. Harcourt, a New 

York corporation with its headquarters 

located in San Antonio, Texas, 

develops, markets, sells, and distributes 

clinical tests throughout the United 

States. 

On or about May 4, 2007, and 

amended on May 21, 2007, Pearson and 

Reed Elsevier signed a sale and 

purchase agreement for Pearson to 

acquire all of the outstanding voting 

securities of Harcourt, as well as 

additional assets, for approximately 

$950 million in cash. 

B. The Competitive Effects of the 

Transaction on Clinical Test Publishing 

1. Clinical Test Publishing 

Clinical tests are used to screen, 

diagnose, provide intervention strategies 

for, and to monitor progress of 

individuals with disabilities or 

individuals at risk for disabilities. These 

tests are individually administered and 

scored by trained clinicians such as 

psychologists or speech-language 

pathologists rather than being 

administered and scored on a mass scale 

like state-wide summative educational 

achievement tests. These tests are also 

standardized by publishers. 

Standardization is the process of 

developing a test that reliably, validly, 

and consistently assesses a specific 

discipline. Standardized tests are 

authored, designed, and developed so 

that the test materials, test procedures, 

and test scoring are consistent across 

each test administration. Standardized 

test scores can be documented 

empirically and compared across test 

administrations, and if normed, 

compared across populations and 

relative to others in similarly-situated 

groups. Norming is the expensive and 

time-consuming process of giving a 

standardized test to a representative 

sample of individuals in order to 

determine average (or normal) test 

scores. Norms can then be used to 

compare the scores of an individual 

with those of other individuals in the 

specified representative sample. 

In addition to clinical tests, nonstandardized, non-norm-referenced 

assessments (e.g., charts published in 

books or journals, single-scale tests, and 

free material available on the internet) 

are available to school psychologists 

and clinicians. However, such test 

materials are inferior to clinical tests 

because they do not provide the same 

levels of validity and reliability, nor can 

they be used in many situations in 

which a clinical test is required, for 

example, where such tests must be 

administered before a certain diagnosis 

or classification can be made in order 

for an individual to qualify for special 

services, such as special education or 

speech and language instruction. 

2. Relevant Product Markets 

The Complaint alleges that the 

development and sale of adaptive 

behavior, speech and language, and 

adult abnormal personality clinical tests 

are relevant product markets pursuant 

to Section 7 of the Clayton Act. 

a. Adaptive Behavior Clinical Tests 

Pearson and Harcourt each publish 

the market-leading adaptive behavior 

clinical tests. Pearson publishes the 

Vineland Adaptive Behavior Scales, 

which is currently in its second edition, 

(‘‘Vineland’’) and Harcourt publishes 

the Adaptive Behavior Assessment 

System, which is currently in its second 

edition (‘‘ABAS’’). 

Adaptive behavior generally reflects 

an individual’s competence in meeting 

their independent needs and satisfying 

the social demands of their environment 

in three broad domains: conceptual (i.e., 

communication, functional academics, 

self-direction, and health and safety), 

social (i.e., social skills and leisure), and 

practical (i.e., self-care, home living, 

community use, and work). School 

psychologists and clinicians, among 

others, use adaptive behavior clinical 

tests to assess an individual’s ability to 

meet these needs and demands. Other 

adaptive behavior assessment scales, 

such as neuropsychological behavioral 

or emotional scales, do not assess the 

same domains as do adaptive behavior 

clinical tests. Moreover, nonstandardized charts or scales for 

adaptive behavior provide inferior 

assessments of adaptive behavior and do 

not provide the same levels of validity 

and reliability as do clinical tests. 

A small but significant postacquisition increase in the price of 

adaptive behavior clinical tests would 

not cause customers to substitute other 

types of tests, charts, or scales, or to 

otherwise reduce their purchases of 

adaptive behavior clinical tests, in 

sufficient quantities so as to make such 

a price increase unprofitable. For these 

reasons, such other tests, charts, and 

scales are not in the same product 

market as adaptive behavior clinical 

tests. Accordingly, the development, 

marketing, sale, and distribution of 

adaptive behavior clinical tests 

constitutes a line of commerce and a 

relevant product market pursuant to 

Section 7 of the Clayton Act. 

b. Speech and Language Clinical Tests 

Pearson and Harcourt each publish 

market-leading speech and language 

clinical tests. Pearson publishes two 

such tests, known as the Comprehensive 

Assessment of Spoken Language 

(‘‘CASL’’) and the Oral and Written 

Language Scales (‘‘OWLS’’), which are 

each in their first edition. Harcourt 

publishes a speech and language 

clinical test known as the Clinical 

Evaluation of Language Fundamentals, 


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which is currently in its fourth edition 

(‘‘CELF’’). 

Speech and language disorders 

generally refer to problems with 

understanding others, expressing 

thoughts and ideas, and producing 

speech sounds. Speech and language 

clinical tests may assess several areas 

such as vocabulary, grammar, receptive 

and expressive language, semantics, 

morphology, and pragmatics. Other 

speech and language assessments, such 

as those that only assess narrow areas 

like phonology or grammar, are not as 

broad as clinical tests. Moreover, nonstandardized, non-norm-referenced 

comprehensive speech and language 

tests are inferior to clinical tests as they 

do not provide the same levels of 

validity or reliability as do clinical tests. 

A small but significant postacquisition increase in the price of 

speech and language clinical tests 

would not cause customers to substitute 

other types of tests or non-standardized, 

non-norm-referenced tests, or to 

otherwise reduce their purchases of 

speech and language clinical tests, in 

sufficient quantities so as to make such 

a price increase unprofitable. For these 

reasons, such other tests are not in the 

same product market as speech and 

language clinical tests. Accordingly, the 

development, marketing, sale, and 

distribution of speech and language 

clinical tests constitutes a line of 

commerce and a relevant product 

market pursuant to Section 7 of the 

Clayton Act. 

c. Adult Abnormal Personality Clinical 

Tests 

Pearson publishes two series of adult 

abnormal personality clinical tests 

known as the Minnesota Multiphasic 

Personality Inventories, which are 

currently in their second edition 

(‘‘MMPI’’), and the Millon Clinical 

Multiaxial Inventories, which are 

currently in their third edition 

(‘‘MCMI’’). Harcourt is developing an 

adult abnormal personality clinical test 

known as the Emotional Assessment 

System (‘‘EAS’’) that it expects to make 

commercially available in late 2008. 

Generally, abnormal personality 

disorders are chronic, inflexible, 

maladaptive patterns of perceiving, 

thinking, and behaving that seriously 

impair an individual’s ability to 

function in social settings. Adult 

abnormal personality disorders include: 

(1) Clinical disorders such as anxiety, 

and (2) personality disorders such as 

paranoia. Many clinicians employ adult 

abnormal personality clinical tests to 

obtain comprehensive diagnoses of both 

kinds. Other methods of assessing 

abnormal personality, such as using 

structured interviews or nonstandardized tests (including 

developing one’s own tests), are inferior 

to adult abnormal personality clinical 

tests because they do not have the same 

degree of reliability, and because 

interpreting one’s own tests would 

introduce subjective elements into the 

analysis not present with the use of 

clinical tests. In addition, in some 

locations, for some applications, clinical 

tests are required by law and other 

methods of assessment cannot be used. 

A small but significant postacquisition increase in the price of adult 

abnormal personality clinical tests 

would not cause customers to substitute 

structured interviews or nonstandardized tests, or to otherwise 

reduce their purchases of adult 

abnormal personality clinical tests, in 

sufficient quantities so as to make such 

a price increase unprofitable. For these 

reasons, structured interviews and nonstandardized tests are not in the same 

product market as adult abnormal 

personality clinical tests. Accordingly, 

the development, marketing, sale, and 

distribution of adult abnormal 

personality clinical tests constitutes a 

line of commerce and a relevant product 

market pursuant to Section 7 of the 

Clayton Act. 

3. Relevant Geographic Market 

The Complaint alleges that the 

Defendants sell adaptive behavior and 

speech and language clinical tests 

throughout the United States, and that 

Pearson also sells adult abnormal 

personality clinical tests throughout the 

United States. United States customers 

of Defendants’ clinical tests would not 

purchase other clinical tests published 

outside the United States because such 

other tests have not been standardized 

or norm-referenced on samples of 

individuals located in the United States. 

Because customers in the United States 

would not substitute other clinical tests 

published outside of the United States 

for the Defendants’ clinical tests 

published in the United States, the 

United States constitutes the relevant 

geographic market for all three relevant 

products pursuant to Section 7 of the 

Clayton Act. 

4. Anticompetitive Effects of the 

Acquisition 

a. Adaptive Behavior and Speech and 

Language Clinical Test Markets 

The proposed acquisition will 

eliminate competition between Pearson 

and Harcourt and substantially increase 

market concentration in the already 

highly-concentrated markets for 

adaptive behavior and speech and 

language clinical tests. In the adaptive 

behavior clinical test market, the 

proposed acquisition will result in 

Pearson controlling 92 percent of the 

market for such tests in which Pearson’s 

Vineland and Harcourt’s ABAS are 

considered to be the best substitutes for 

each other. In the speech and language 

clinical test market, the proposed 

acquisition will result in Pearson 

controlling 90 percent of the market for 

such tests where Pearson’s CASL and 

OWLS are considered substitutes for 

Harcourt’s CELF. 

The loss of this head-to-head 

competition in these markets will make 

it likely that Pearson will unilaterally 

increase the price of, or reduce 

innovation with respect to, these 

clinical tests. The responses of other 

publishers of adaptive behavior and 

speech and language clinical tests 

would not be sufficient to constrain a 

unilateral exercise of market power by 

Pearson after the acquisition, and new 

entry would not be timely, likely, or 

sufficient to defeat the likely 

anticompetitive effects of Pearson’s 

proposed acquisition of Harcourt. For 

all of these reasons, the proposed 

transaction would substantially lessen 

competition in the development, 

marketing, sale, and distribution of 

adaptive behavior and speech and 

language clinical tests in the United 

States in violation of Section 7 of the 

Clayton Act. 

b. Adult Abnormal Personality Clinical 

Tests 

Pearson is the dominant supplier of 

adult abnormal personality clinical 

tests, with its MMPI and MCMI having 

approximately 93 percent share of the 

market for such tests sold in the United 

States. Harcourt is developing a 

computer-based adaptive adult 

abnormal personality clinical test 

known as the EAS, which it plans to 

make commercially available in late 

2008. Harcourt is in the standardization 

and norm-referencing phase of 

development and is in the process of 

collecting data from clinical and nonclinical examinees. The EAS will offer 

new, desirable features and 

functionality that are not currently 

offered by either Pearson or the other 

competitor. Harcourt plans to sell and 

market the EAS to Pearson’s adult 

abnormal personality clinical test 

customers and projects that the EAS 

will achieve a significant market share 

within a number of years. 

The proposed acquisition would 

eliminate Harcourt as a new supplier of 

adult abnormal personality clinical tests 

and thereby prevent the reduction in 

prices and greater innovation for such 


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1The proposed Final Judgment also provides that 

this ninety-(90) day time period may be extended 

by the United States in its sole discretion for a total 

period not exceeding sixty (60) calendar days, and 

that the Court will receive prior notice of any such 

extension. 

tests that would have otherwise resulted 

from Harcourt’s entry. Other new entry 

would not be timely, likely, or sufficient 

to defeat the likely anticompetitive 

effects of Pearson’s proposed acquisition 

of Harcourt. For all of these reasons, the 

proposed transaction would 

substantially lessen actual and potential 

competition in the development, 

marketing, sale, and distribution of 

adult abnormal personality clinical tests 

in the United States in violation of 

Section 7 of the Clayton Act. 

III. Explanation of the Proposed Final 

Judgment 

A. The Divestiture Assets 

The proposed Final Judgment requires 

that the Defendants divest all of its 

assets related to clinical tests in these 

markets where competition would 

otherwise be harmed. The divestitures 

provided for in the proposed Final 

Judgment will eliminate the 

anticompetitive effects of the proposed 

acquisition in the markets for adaptive 

behavior, speech and language, and 

adult abnormal personality clinical 

tests. The Divestiture Assets must be 

divested in such a way as to satisfy the 

United States in its sole discretion that 

they can and will be operated by the 

acquirer(s) as viable, ongoing clinical 

test publishing concerns that can 

compete effectively in their respective 

relevant markets; and the Defendants 

must take all reasonable steps necessary 

to accomplish the divestitures quickly 

and shall cooperate with prospective 

acquirers. 

Specifically, the Divestiture Assets 

include: 

a. In the adaptive behavior clinical 

tests market, Harcourt’s ABAS first- and 

second-edition titles, incorporating the 

Downward Extension of the ABAS, and 

Harcourt’s ABAS Second Edition 

Intervention Planner (collectively 

‘‘ABAS Assets’’); 

b. In the speech and language clinical 

tests market, either: 

(1) Pearson’s CASL, which is in its 

first edition (‘‘CASL Assets’’); and, 

Pearson’s OWLS, including the Oral 

Expression and Listening 

Comprehension Scales, the Written 

Expression Scale, and the OWLS second 

edition, which is under development 

(collectively ‘‘OWLS Assets’’); or 

(2) Harcourt’s CELF, including the 

first-, second-, third-, and fourth-edition 

titles, the CELF Screener first-, 

second-, third-, and fourth-edition titles, 

the CELF Preschool first-, and secondedition titles, the CELF Spanish first-, 

second-, third-, and fourth-edition 

titles, and the CELF Spanish Preschool, 

which is under development; excluding 

however, the Retained CMS and WMS 

Content (collectively ‘‘CELF Assets’’); 

and 

c. In the adult abnormal personality 

clinical tests market, Harcourt’s EAS, 

which is under development (‘‘EAS 

Assets’’). 

The Divestiture Assets also include all 

tangible and intangible assets that 

comprise each of the above-listed 

Divestiture Assets; the OWLS Assets 

also include all tangible assets relating 

to the development of the OWLS 

second-edition titles; and the EAS 

Assets also include all tangible and 

intangible assets relating to the 

development of the EAS. 

The sale of the Divestiture Assets 

according to the terms of the proposed 

Final Judgment will eliminate the 

anticompetitive effects of the 

acquisition in the markets for adaptive 

behavior, speech and language, and 

adult abnormal personality clinical 

tests. In each market, the divestitures 

will establish a new, independent, and 

economically viable competitor. 

B. Selected Provisions of the Proposed 

Final Judgment 

In antitrust cases involving 

acquisitions in which the United States 

seeks a divestiture remedy, it requires 

completion of the divestiture within the 

shortest period of time reasonable under 

the circumstances. A quick divestiture 

has the benefits of restoring competition 

lost in the acquisition and reducing the 

possibility of dissipation of the value of 

the assets. Paragraph IV(A) of the 

proposed Final Judgment requires the 

Defendants to divest, as independent 

and economically viable ongoing 

clinical test publishing concerns, the 

Divestiture Assets within ninety (90) 

calendar days after the filing of the 

Complaint in this matter, or five (5) 

calendar days after notice of the entry of 

this Final Judgment by the Court, 

whichever is later.1 The Divestiture 

Assets must be divested in such a way 

as to satisfy the United States in its sole 

discretion that they can and will be 

operated by the acquirer(s) as viable, 

ongoing clinical test publishing 

concerns that can compete effectively in 

their respective relevant markets; and 

Defendants must take all reasonable 

steps necessary to accomplish the 

divestitures quickly and shall cooperate 

with prospective acquirers. 

Several provisions of the proposed 

Final Judgment address licenses needed 

to effectuate the divestitures or to tailor 

the proposed relief to the 

anticompetitive concerns without 

disrupting the Defendants’ other 

businesses. For example, paragraph 

II(F)(5) provides that the acquirer(s) of 

the ABAS Assets and CELF Assets will 

obtain royalty-free licenses to use the 

Harcourt corporate trademark and trade 

name for the purpose of distributing 

finished inventory of the ABAS Assets 

and CELF Assets held by Harcourt. 

Similarly, paragraph II(F)(7) provides 

that the acquirer of the CASL Assets and 

OWLS Assets will obtain a royalty-free 

licenses to use the Pearson corporate 

trademark and trade name for the 

purpose of distributing finished 

inventory of the CASL Assets and 

OWLS Assets held by Pearson. These 

licenses will ensure that the acquirer(s) 

of the Divestiture Assets will not 

infringe the Defendants’ intellectual 

property rights in the course of 

distributing the finished inventory of 

products sold by or under any of the 

Divestiture Assets. 

Paragraphs II(F)(6) and II(F)(8) 

provide for licenses relating to Pearson 

and Harcourt’s scoring software, which 

the Defendants currently distribute for 

use with products sold by or under the 

Divestiture Assets. Paragraph II(F)(6) 

provides that the acquirer(s) of the 

ABAS Assets and CELF Assets will have 

the option to obtain a non-exclusive 

license to distribute Harcourt’s Scoring 

Assistant Software (as defined in the 

proposed Final Judgment) for use with 

the ABAS Assets and CELF Assets; if 

the acquirer(s) exercise this option, the 

Defendants shall provide to the 

acquirer(s) all technical information and 

support necessary for the distribution 

and administration of the Scoring 

Assistant Software. Similarly, paragraph 

II(F)(8) provides that the acquirer of the 

CASL Assets and OWLS Assets will 

have the option to obtain a nonexclusive license to distribute Pearson’s 

ASSIST Software (as defined in the 

proposed Final Judgment) for use with 

the CASL Assets and OWLS Assets; if 

the acquirer exercises this option, the 

Defendants shall provide to the acquirer 

all technical information and support 

necessary for the distribution and 

administration of the ASSIST Software. 

These provisions assure the acquirer(s)’

access to scoring software that may be 

needed to facilitate the future sale and 

marketing of products sold by or under 

the Divestiture Assets by the acquirer(s). 

Paragraphs II(F)(9) and IV(E) provide 

for licenses relating to certain content of 

the Divestiture Assets that is also 

employed in the marketing, sale, and 


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distribution of other Harcourt tests that 

the proposed Final Judgment does not 

require the Defendants to divest. First, 

Harcourt’s CELF employs certain 

content used in Harcourt’s Children’s 

Memory Scale (‘‘CMS’’) and Harcourt’s 

Wechsler Memory Scale (‘‘WMS’’). 

Since the proposed Final Judgment does 

not require the Defendants to divest the 

CMS or WMS, paragraph II(F)(9) 

provides that the acquirer of the CELF 

Assets will obtain a license to use the 

Retained CMS and WMS Content (as 

defined in the proposed Final Judgment) 

to market, sell or distribute any tests 

produced by the CELF Assets. This 

license will permit the acquirer of the 

CELF Assets unfettered rights to use the 

Defendants’ Retained CMS and WMS 

Content, and to do so without infringing 

the Defendants’ intellectual property 

rights. 

Second, Harcourt’s Bayley Scales of 

Infant and Toddler Development (the 

‘‘Bayley’’), another test that the 

proposed Final Judgment does not 

require the Defendants to divest, 

employs certain content used in the 

ABAS. That content will be divested to 

the acquirer, but paragraph IV(E) 

provides that the Defendants shall have 

the right to obtain from the acquirer a 

license to use the Licensed-Back ABAS 

Content (defined in the proposed Final 

Judgment) for a period of time no longer 

than is necessary for the Defendants to 

market, sell or distribute the Bayley, and 

that such license shall be subject to final 

review and approval by the United 

States. This license will permit the 

Defendants to continue to use the 

Licensed-Back ABAS Content without 

interfering with the acquirer’s use of 

that content, and infringing intellectual 

property rights relating to the ABAS 

Assets that will be divested to the 

acquirer. 

Paragraph IV(F) of the Proposed Final 

Judgment provides for an orderly 

transition of the Divestiture Assets to 

the acquirer(s). It addresses the 

possibility that customers might 

continue to place orders for the divested 

clinical tests with Pearson or Harcourt. 

To the extent that Defendants receive 

any purchase orders or inquiries for the 

ABAS, the CASL, the OWLS, or the 

CELF tests, and an acquirer has already 

purchased the Divestiture Assets 

relating to such test, Defendants shall 

forward such orders and inquiries to the 

respective acquirer. The Defendants’

obligation under this provision shall not 

exceed two (2) years. 

Paragraph V of the proposed Final 

Judgment provides that in the event the 

Defendants do not accomplish the 

divestitures within the periods 

prescribed in the proposed Final 

Judgment, the Court will appoint a 

trustee selected by the United States to 

effect the divestitures. If a trustee is 

appointed, the proposed Final Judgment 

provides that Defendants will pay all 

costs and expenses of the trustee. The 

trustee’s commission will be structured 

so as to provide an incentive for the 

trustee based on the price obtained and 

the speed with which the divestitures 

are accomplished. After his or her 

appointment becomes effective, the 

trustee will file monthly reports with 

the Court and the United States setting 

forth his or her efforts to accomplish the 

divestiture. At the end of six (6) months, 

if the divestitures have not been 

accomplished, the trustee and the 

United States will make 

recommendations to the Court, which 

shall enter such orders as appropriate, 

in order to carry out the purpose of the 

trust, including extending the trust or 

the term of the trustee’s appointment. 

C. The Hold Separate Stipulation and 

Order 

In order to help ensure that, pending 

the divestitures, competition between 

the Divestiture Assets and the 

competing assets retained by Defendants 

is preserved, the Divestiture Assets are 

maintained as ongoing, economically 

viable, and active business concerns, 

and Defendants will accomplish the 

divestitures required by the proposed 

Final Judgment, Defendants have 

entered into the Hold Separate filed 

simultaneously with the Court. The 

Hold Separate requires Pearson and 

Harcourt to take steps to ensure that 

their clinical assessment businesses—

Pearson Clinical Assessments and 

Harcourt Clinical Assessments—will 

each continue to operate as separate, 

independent, economically viable, and 

ongoing competitive businesses with 

management, development, sales, and 

marketing held separate and apart from 

those of each other as well as those of 

Defendants’ other operations; and that 

management of the Divestiture Assets by 

Pearson Clinical Assessments and 

Harcourt Clinical Assessments will not 

be influenced by Defendants. In order to 

help implement the Hold Separate 

obligations, Defendants will appoint a 

person or persons to oversee Pearson 

Clinical Assessments and Harcourt 

Clinical Assessments, and those persons 

will be responsible for Defendants’

compliance with the provisions of the 

Hold Separate. The Hold Separate does 

not require the Defendants to operate 

separate and independent support and 

operational services relating to the 

Divestiture Assets. Such support and 

operational services include 

warehousing, printing, order processing, 

accounting, customer service, technical 

assistance, merchandising, distribution, 

and delivery and are used by numerous 

Pearson and Harcourt products that are 

not being divested. The Hold Separate 

requires the Defendants to provide 

support and operational services to the 

businesses being held separate, 

including the Divestiture Assets, and 

also requires them to maintain such 

services relating to the Divestiture 

Assets at 2007 or previously approved 

levels for 2008, whichever are higher. 

IV. Remedies Available to Potential 

Private Litigants 

Section 4 ofthe Clayton Act, 15 U.S.C. 

15, provides that any person who has 

been injured as a result of conduct 

prohibited by the antitrust laws may 

bring suit in federal court to recover 

three times the damages the person has 

suffered, as well as costs and reasonable 

attorneys’ fees. Entry of the proposed 

Final Judgment will neither impair nor 

assist the bringing of any private 

antitrust damage action. Under the 

provisions of Section 5( a) of the 

Clayton Act, 15 U.S.C. 16(a), the 

proposed Final Judgment has no prima 

facie effect in any subsequent private 

lawsuit that may be brought against 

Defendants. 

V. Procedures Available for 

Modification of the Proposed Final 

Judgment 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered by the Court 

after compliance with the provisions of 

the APPA, provided that the United 

States has not withdrawn its consent. 

The APPA conditions entry upon the 

Court’s determination that the proposed 

Final Judgment is in the public interest. 

The APPA provides a period of at 

least sixty (60) days preceding the 

effective date of the proposed Final 

Judgment within which any person may 

submit to the United States written 

comments regarding the proposed Final 

Judgment. Any person who wishes to 

comment should do so within sixty (60) 

days of the date of publication of this 

Competitive Impact Statement in the 

Federal Register, or the last date of 

publication in a newspaper of the 

summary of this Competitive Impact 

Statement, whichever is later. All 

comments received during this period 

will be considered by the United States 

Department of Justice, which remains 

free to withdraw its consent to the 

proposed Final Judgment at any time 

prior to the Court’s entry of judgment. 

The comments and the response of the 

United States will be filed with the 


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2The 2004 amendments substituted ‘‘shall’’ for 

‘‘may’’ in directing relevant factors for a court to 

consider and amended the list of factors to focus on 

competitive considerations and to address 

potentially ambiguous judgment terms. Compare 15 

U.S.C. 16(e) (2004), with 15 U.S.C. 16(e)(1) (2006); 

see also SBC Commc’ns, 489 F. Supp. 2d at 11 

(concluding that the 2004 amendments ‘‘effected 

minimal changes’’ to Tunney Act review). 

3Cf BNS, 858 F.2d at 464 (holding that the court’s 

‘‘ultimate authority under the [APPA] is limited to 

approving or disapproving the consent decree’’); 

United States v. Gillette Co., 406 F. Supp. 713, 716 

(D. Mass. 1975) (noting that, in this way, the court 

is constrained to ‘‘look at the overall picture not 

hypercritically, nor with a microscope, but with an 

artist’s reducing glass’’). See generally Microsoft, 56 

F.3d at 1461 (discussing whether ‘‘the remedies 

[obtained in the decree are] so inconsonant with the 

allegations charged as to fall outside of the ‘reaches 

of the public interest’ ’’). 

Court and published in the Federal 

Register. 

Written comments should be 

submitted to: James J. Tierney, Chief, 

Networks and Technology Enforcement 

Section Antitrust Division, United 

States Department of Justice, 600 E 

Street, NW., Suite 9500, Washington, 

DC 20530. 

The proposed Final Judgment 

provides that the Court retains 

jurisdiction over this action, and the 

Defendants may apply to the Court for 

any order necessary or appropriate for 

the modification, interpretation, or 

enforcement of the Final Judgment. 

VI. Alternatives to the Proposed Final 

Judgment 

The United States considered, as an 

alternative to the proposed Final 

Judgment, a full trial on the merits 

against Defendants. The United States 

could have continued the litigation and 

sought preliminary and permanent 

injunctions against Pearson’s 

acquisition of all of the outstanding 

voting securities of Harcourt, as well as 

additional assets, from Reed Elsevier. 

The United States is satisfied, however, 

that the divestiture of assets described 

in the proposed Final Judgment will 

preserve competition for the provision 

of clinical tests in the relevant markets 

identified by the United States. Thus, 

the proposed Final Judgment would 

achieve all or substantially all of the 

relief the United States would have 

obtained through litigation, but avoids 

the time, expense, and uncertainty of a 

full trial on the merits of the Complaint. 

VII. Standard of Review Under the 

APPA for the Proposed Final Judgment 

The Clayton Act, as amended by the 

APPA, requires that proposed consent 

judgments in antitrust cases brought by 

the United States be subject to a sixtyday comment period, after which the 

Court shall determine whether entry of 

the proposed Final Judgment ‘‘is in the 

public interest’’ 15 U.S.C. 16(e)(1). In 

making that determination, the court, in 

accordance with the statute as amended 

in 2004, is required to consider: 

(A) The competitive impact of such 

judgment, including termination of alleged 

violations, provisions for enforcement and 

modification, duration of relief sought, 

anticipated effects of alternative remedies 

actually considered, whether its terms are 

ambiguous, and any other competitive 

considerations bearing upon the adequacy of 

such judgment that the court deems 

necessary to a determination of whether the 

consent judgment is in the public interest; 

and 

(B) The impact of entry of such judgment 

upon competition in the relevant market or 

markets, upon the public generally and 

individuals alleging specific injury from the 

violations set forth in the complaint 

including consideration of the public benefit, 

if any, to be derived from a determination of 

the issues at trial. 

15 U.S.C. 16(e)(1)(A) & (B). In 

considering these statutory factors, the 

court’s inquiry is necessarily a limited 

one as the government is entitled to 

‘‘broad discretion to settle with the 

defendant within the reaches of the 

public interest’’ United States v. 

Microsoft Corp., 56 F.3d 1448, 1461 

(D.C. Cir. 1995); see generally United 

States v. SBC Commc’ns, Inc., 489 F. 

Supp. 2d 1 (D.D.C. 2007) (assessing 

public interest standard under the 

Tunney Act).2

As the United States Court of Appeals 

for the District of Columbia Circuit has 

held, under the APPA a court considers, 

among other things, the relationship 

between the remedy secured and the 

specific allegations set forth in the 

government’s complaint, whether the 

decree is sufficiently clear, whether 

enforcement mechanisms are sufficient, 

and whether the decree may positively 

harm third parties. See Microsoft, 56 

F.3d at 1458–62. With respect to the 

adequacy of the relief secured by the 

decree, a court may not ‘‘engage in an 

unrestricted evaluation of what relief 

would best serve the public.’’ United 

States v. BNS, Inc., 858 F.2d 456, 462 

(9th Cir. 1988) (citing United States v. 

Bechtel Corp., 648 F.2d 660, 666 (9th 

Cir. 1981)); see also Microsoft, 56 F.3d 

at 1460–62; United States v. Alcoa, Inc., 

152 F. Supp. 2d 37, 40 (D.D.C. 2001). 

Courts have held that: 

[t]he balancing of competing social and 

political interests affected by a proposed 

antitrust consent decree must be left, in the 

first instance, to the discretion of the 

Attorney General. The court’s role in 

protecting the public interest is one of 

insuring that the government has not 

breached its duty to the public in consenting 

to the decree. The court is required to 

determine not whether a particular decree is 

the one that will best serve society, but 

whether the settlement is ‘‘within the reaches 

of the public interest.’’ More elaborate 

requirements might undermine the 

effectiveness of antitrust enforcement by 

consent decree. 

Bechtel, 648 F.2d at 666 (emphasis 

added) (citations omitted).3 In 

determining whether a proposed 

settlement is in the public interest, a 

district court ‘‘must accord deference to 

the government’s predictions about the 

efficacy of its remedies, and may not 

require that the remedies perfectly 

match the alleged violations.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 17; see 

also Microsoft, 56 F.3d at 1461 (noting 

the need for courts to be ‘‘deferential to 

the government’s predictions as to the 

effect of the proposed remedies’’); 

United States v. Archer-DanielsMidland Co., 272 F. Supp. 2d 1,6 

(D.D.C. 2003) (noting that the court 

should grant due respect to the United 

States’ prediction as to the effect of 

proposed remedies, its perception of the 

market structure, and its views of the 

nature of the case). 

Courts have greater flexibility in 

approving proposed consent decrees 

than in crafting their own decrees 

following a finding of liability in a 

litigated matter. ‘‘[A] proposed decree 

must be approved even if it falls short 

of the remedy the court would impose 

on its own, as long as it falls within the 

range of acceptability or is ‘within the 

reaches of public interest.’ ’’ United 

States v. Am. Tel. & Tel. Co., 552 F. 

Supp. 131, 151 (D.D.C. 1982) (citations 

omitted) (quoting United States v. 

Gillette Co., 406 F. Supp. 713, 716 (D. 

Mass. 1975)), aff’d sub nom. Maryland 

v. United States, 460 U.S. 1001 (1983); 

see also United States v. Alcan 

Aluminum Ltd., 605 F. Supp. 619, 622 

(W.D. Ky. 1985) (approving the consent 

decree even though the court would 

have imposed a greater remedy). To 

meet this standard, the United States 

‘‘need only provide a factual basis for 

concluding that the settlements are 

reasonably adequate remedies for the 

alleged harms.’’ SBC Commc’ns, 489 F. 

Supp. 2d at 17. 

Moreover, the court’s role under the 

APPA is limited to reviewing the 

remedy in relationship to the violations 

that the United States has alleged in its 

Complaint, and does not authorize the 

court to ‘‘construct [its] own 

hypothetical case and then evaluate the 

decree against that case.’’ Microsoft, 56 

F.3d at 1459. Because the ‘‘court’s 

authority to review the decree depends 

entirely on the government’s exercising 

its prosecutorial discretion by bringing 

a case in the first place,’’ it follows that 


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Federal Register / Vol. 73, No. 27 / Friday, February 8, 2008 / Notices 7607 

4See United States v. Enova Corp., 107 F. Supp. 

2d 10, 17 (D.D.C. 2000) (noting that the ‘‘Tunney 

Act expressly allows the court to make its public 

interest determination on the basis of the 

competitive impact statement and response to 

comments alone’’); S. Rep. No. 93–298, 93d Cong., 

1st Sess., at 6 (1973) (‘‘Where the public interest can 

be meaningfully evaluated simply on the basis of 

briefs and oral arguments, that is the approach that 

should be utilized.’’); United States v. Mid-Am. 

Dairymen, Inc., 1977–1 Trade Cas. (CCH) ¶ 61,508, 

at 71,980 (W.D. Mo. 1977) (‘‘Absent a showing of 

corrupt failure of the government to discharge its 

duty, the Court, in making its public interest 

finding, should * * * carefully consider the 

explanations of the government in the competitive 

impact statement and its responses to comments in 

order to determine whether those explanations are 

reasonable under the circumstances.’’). 

‘‘the court is only authorized to review 

the decree itself,’’ and not to ‘‘effectively 

redraft the complaint’’ to inquire into 

other matters that the United States did 

not pursue. Id. at 1459–60. As this court 

recently confirmed in SBC 

Communications, courts ‘‘cannot look 

beyond the complaint in making the 

public interest detennination unless the 

complaint is drafted so narrowly as to 

make a mockery of judicial power.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 15. 

In its 2004 amendments, Congress 

made dear its intent to preserve the 

practical benefits of utilizing consent 

decrees in antitrust enforcement, adding 

the unambiguous instruction that 

‘‘[n]othing in this section shall be 

construed to require the court to 

conduct an evidentiary hearing or to 

require the court to permit anyone to 

intervene.’’ 15 U.S.C. 16(e)(2). The 

language wrote into the statute what 

Congress intended when it enacted the 

Tunney Act in 1974, as Senator Tunney 

explained: ‘‘[t]he court is nowhere 

compelled to go to trial or to engage in 

extended proceedings which might have 

the effect of vitiating the benefits of 

prompt and less costly settlement 

through the consent decree process.’’

119 Cong. Rec. 24,598 (1973) (statement 

of Senator Tunney). Rather, the 

procedure for the public interest 

determination is left to the discretion of 

the court, with the recognition that the 

court’s ‘‘scope of review remains 

sharply proscribed by precedent and the 

nature of Tunney Act proceedings.’’

SBC Commc’ns, 489 F. Supp. 2d at 11.4

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 24, 2008. 

Respectfully submitted, 

llll/s/llll 

Damon J. Kalt 

Sanford M. Adler 

John C. Filippini (D.C. Bar # 165159) 

Danielle M. Ganzi 

Attorneys, United States Department of 

Justice, Antitrust Division, Networks and 

Technology Enforcement Section, 600 E 

Street, NW., Suite 9500, Washington, DC 

20530, (202) 307–6200. 

[FR Doc. 08–532 Filed 2–7–08; 8:45 am] 

BILLING CODE 4410–11–M 

DEPARTMENT OF LABOR 

Office of the Secretary 

Submission for OMB Review: 

Comment Request 

February 5, 2008 

The Department of Labor (DOL) 

hereby announces the submission of the 

following public information collection 

request (ICR) to the Office of 

Management and Budget (OMB) for 

review and approval in accordance with 

the Paperwork Reduction Act of 1995 

(Pub. L. 104–13, 44 U.S.C. chapter 35). 

A copy of this ICR, with applicable 

supporting documentation; including 

among other things a description of the 

likely respondents, proposed frequency 

of response, and estimated total burden 

may be obtained from the RegInfo.gov 

Web site at http://www.reginfo.gov/ 

public/do/PRAMain or by contacting 

Darrin King on 202–693–4129 (this is 

not a toll-free number) / e-mail: 

king.darrin@dol.gov. 

Interested parties are encouraged to 

send comments to the Office of 

Information and Regulatory Affairs, 

Attn: Bridget Dooling, OMB Desk 

Officer for the Employment Standards 

Administration (ESA), Office of 

Management and Budget, Room 10235, 

Washington, DC 20503, Telephone: 

202–395–7316 / Fax: 202–395–6974 

(these are not toll-free numbers), E-mail: 

OIRA_submission@omb.eop.gov within 

30 days from the date of this publication 

in the Federal Register. In order to 

ensure the appropriate consideration, 

comments should reference the OMB 

Control Number (see below). 

The OMB is particularly interested in 

comments which: 

• Evaluate whether the proposed 

collection of information is necessary 

for the proper performance of the 

functions of the agency, including 

whether the information will have 

practical utility; 

• Evaluate the accuracy of the 

agency’s estimate of the burden of the 

proposed collection of information, 

including the validity of the 

methodology and assumptions used; 

• Enhance the quality, utility, and 

clarity of the information to be 

collected; and 

• Minimize the burden of the 

collection of information on those who 

are to respond, including through the 

use of appropriate automated, 

electronic, mechanical, or other 

technological collection techniques or 

other forms of information technology, 

e.g., permitting electronic submission of 

responses. 

Agency: Employment Standards 

Administration 

Type of Review: Extension without 

change of currently approved collection 

Title: Pre-Hearing Statement 

OMB Control Number: 1215–0085 

Form Number: LS–18 

Estimated Number of Respondents: 

5,400 

Total Estimated Annual Burden 

Hours: 918 

Total Estimated Cost Burden: $2,376 

Affected Public: Individuals or 

households 

Description: The Form LS–18 is used 

to refer cases to the Department’s Office 

of Administrative Law Judges for formal 

hearing under the Longshore and Harbor 

Workers’ Compensation Act [33 U.S. C. 

901]. 

Darrin A. King, 

Acting Departmental Clearance Officer. 

[FR Doc. E8–2368 Filed 2–7–08; 8:45 am] 

BILLING CODE 4510–CF–P 

DEPARTMENT OF LABOR 

Employment and Training 

Administration 

Science, Technology, Engineering, and 

Mathematics (STEM) Opportunities in 

the Workforce System Initiative; 

Solicitation for Grant Applications 

(SGA) SGA/DFA PY 07–03, Amendment 

Number 1 

AGENCY: Employment and Training 

Administration (ETA), Labor. 

ACTION: Amendment. 

SUMMARY: The Employment and 

Training Administration published a 

document in the Federal Register of 

January 15, 2008, announcing the 

availability of funds and solicitation for 

grant applications for the Science, 

Technology, Engineering, and 

Mathematics (STEM) Opportunities in 

the Workforce System Initiative. This 

amendment will make changes to the 

January 15 document by clarifying and 

correcting this Solicitation. 

FOR FURTHER INFORMATION CONTACT: 

Marsha Daniels, Grants Management 

Specialist, Telephone (202) 693–3504. 

Amendment 

In the Federal Register of January 15, 

2008, in FR Volume 73, Number 10, the 


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