Federal Register / Vol. 79, No. 245 / Monday, December 22, 2014 / Notices 76371 

Rules of Appellate Procedure has been 

canceled: Appellate Rules Hearing, 

January 9, 2015, in Phoenix, Arizona. 

Announcements for this meeting were 

previously published in 79 FR 48250 

and 79 FR 72702. 

FOR FURTHER INFORMATION CONTACT: 

Jonathan C. Rose, Secretary and Chief 

Rules Officer, Rules Committee Support 

Office, Administrative Office of the 

United States Courts, Washington, DC 

20544, telephone (202) 502–1820. 

Dated: December 16, 2014. 

Jonathan C. Rose, 

Secretary and Chief Rules Officer. 

[FR Doc. 2014–29793 Filed 12–19–14; 8:45 am] 

BILLING CODE 2210–55–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. Continental AG and 

Veyance Technologies, 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, Hold Separate 

Stipulation and Order, and Competitive 

Impact Statement have been filed with 

the United States District Court for the 

District of Columbia in United States of 

America v. Continental AG, and 

Veyance Technologies, Inc., Civil No. 

1:14–cv–02087. On December 11, 2014, 

the United States filed a Complaint 

alleging that Continental’s proposed 

acquisition of Veyance would violate 

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

18. The proposed Final Judgment, filed 

the same time as the Complaint, 

requires Continental to divest Veyance’s 

North American commercial vehicle air 

springs business, including 

manufacturing and assembly facilities in 

San Luis Potosi, Mexico; research, 

development, engineering, and 

administrative assets in Fairlawn, Ohio; 

and certain tangible and intangible 

assets. 

Copies of the Complaint, proposed 

Final Judgment and Competitive Impact 

Statement are available for inspection at 

the Department of Justice, Antitrust 

Division, Antitrust Documents Group, 

450 Fifth Street NW., Suite 1010, 

Washington, DC 20530 (telephone: 202– 

514–2481), on the 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 Department of Justice 

regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, including the name of the 

submitter, and responses thereto, will be 

posted on the Department of Justice, 

Antitrust Division’s internet Web site, 

filed with the Court and, under certain 

circumstances, published in the Federal 

Register. Comments should be directed 

to Maribeth Petrizzi, Chief, Litigation II 

Section, Antitrust Division, Department 

of Justice, 450 Fifth Street NW., Suite 

8700, Washington, DC 20530 

(telephone: 202–307–0924). 

Patricia A. Brink, 

Director of Civil Enforcement. 

United States District Court for the District 

of Columbia 

United States of America, U.S. Department 

of Justice, Antitrust Division, 450 Fifth Street, 

NW, Suite 8700, Washington, DC 20530, 

Plaintiff, v. Continental AG, Vanrenwalder 

Strasse 9, D-30165, Hanover, Germany, and 

Veyance Technologies, Inc., 703 S. Cleveland 

Massillon Road, Fairlawn, Ohio 44333, 

Defendants. 

Case: 1:14–cv-–2087 

Filed: 12/11/2014 

Judge: Hon. Reggie B. Walton 

COMPLAINT 

The United States of America 

(‘‘United States’’), acting under the 

direction of the Attorney General of the 

United States, brings this civil antitrust 

action to enjoin the proposed 

acquisition by Defendant Continental 

AG (‘‘Continental’’) of Defendant 

Veyance Technologies, Inc. 

(‘‘Veyance’’). The United States alleges 

as follows: 

I. INTRODUCTION 

1. Pursuant to an Agreement and Plan 

of Merger dated February 10, 2014, 

Continental has agreed to purchase 

Veyance from Carlyle Partners IV, L.P. 

for $1.8 billion. The merger would 

combine two of the three leading 

suppliers of air springs used in 

commercial vehicles in North America. 

2. Continental has competed 

aggressively with Veyance for sales in 

North America, which has resulted in 

lower prices for commercial vehicle air 

springs. Elimination of the competition 

between Continental and Veyance likely 

would result in higher prices and 

decreased quality of service for 

customers, and would increase the 

likelihood that the two remaining 

suppliers would substantially reduce 

competition through successful 

coordination. As a result, the proposed 

acquisition likely would substantially 

lessen competition in the development, 

manufacture, and sale of commercial 

vehicle air springs in North America in 

violation of Section 7 of the Clayton 

Act, 15 U.S.C. § 18. 

II. THE PARTIES TO THE PROPOSED 

TRANSACTION 

3. Defendant Continental AG, a 

corporation organized under the laws of 

the Federal Republic of Germany, is 

based in Hanover, Germany. Continental 

is a leading German automotive 

manufacturing company, specializing in 

tires, brake systems, and components, 

and it is one of the world’s largest 

producers of rubber products. Its annual 

sales for 2013 were approximately $40 

billion. ContiTech North America, Inc., 

of Montvale, New Jersey, is a part of 

ContiTech AG, a division of 

Continental. ContiTech North America 

produces and sells parts, components 

and systems, including commercial 

vehicle air springs, for the automotive 

engineering industry in North America. 

4. Defendant Veyance Technologies, 

Inc. is incorporated in Delaware with its 

headquarters in Fairlawn, Ohio. 

Veyance manufactures engineered 

rubber products for heavy-duty 

industrial, automotive and military 

applications. Veyance produces and 

sells automotive and commercial 

vehicle parts, including commercial 

vehicle air springs, in North America. In 

2013, Veyance had $2.1 billion in sales. 

III. JURISDICTION AND VENUE 

5. The United States brings this action 

pursuant to Section 15 of the Clayton 

Act, 15 U.S.C. § 25, as amended, to 

prevent and restrain Defendants from 

violating Section 7 of the Clayton Act, 

15 U.S.C. § 18. 

6. The Court has subject matter 

jurisdiction over this action pursuant to 

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

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

1345. Defendants produce and sell 

commercial vehicle air springs in a 

regular, continuous, and substantial 

flow of interstate commerce. 

Defendants’ activities in the 

development, manufacture, and sale of 

commercial vehicle air springs have had 

a substantial effect upon interstate 

commerce. 

7. Defendants have consented to 

venue and personal jurisdiction in this 

District. 

8. Venue is proper in this Court under 

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

§ 22, and 28 U.S.C. § 1391(b) and (c). 


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IV. THE RELEVANT MARKET 

A. Product Description 

9. Air springs are load-carrying rubber 

components constructed of a hollow 

rubber bellow sealed to metal plates 

attached at the top and bottom. Through 

the use of air compression, air springs 

dampen road shock and vibration. Air 

springs keep commercial vehicles—such 

as trucks, trailers and buses—at the 

same distance from the road irrespective 

of the weight being carried and also can 

be used as actuators to raise and lower 

objects. For example, air springs are 

used in buses to automatically maintain 

the same vehicle level and ride comfort, 

no matter how many passengers get on 

or off. 

10. As commercial vehicle 

components, air springs are used in 

multiple locations in a vehicle: under 

the driver’s seat, between the cab and 

underlying frame, and in suspensions 

between axle and frame for truck and 

trailer. Air springs in suspension 

systems of trucks, trailers and buses 

help commercial vehicles save fuel, 

reduce tire wear, and provide greater 

reliability. Air springs between the floor 

of the cabin and the seat provide for 

driver comfort and reduce driver 

fatigue. Air springs in the commercial 

vehicle cabin suspension system, 

between the frame and the cabin, 

regulate cabin movement. 

11. The three types of air springs are 

(1) rolling lobe, which are used for 

truck, bus and trailer axles; (2) 

convoluted, or bellows, which serve the 

same function as rolling lobe but also 

are used as actuators to lift axles; and (3) 

sleeves, which are smaller springs 

generally used in cabs and seats for 

driver comfort. The vast majority of air 

springs for commercial vehicle 

applications sold in North America are 

rolling lobe air springs purchased by 

original equipment manufacturers 

(‘‘OEMs’’) for truck, trailer and bus 

suspension systems. 

12. Commercial vehicle OEMs in 

North America determine the type of air 

spring to be used in a particular 

platform. They can source the air 

springs directly from the air spring 

manufacturer or purchase a completed, 

fully integrated suspension system that 

includes air springs from a suspension 

system OEM. Suspension system OEMs 

source commercial vehicle air springs 

directly from the air spring 

manufacturer. 

13. All air springs used by 

commercial vehicle OEMs must be of 

high quality and durability. Commercial 

vehicle OEMs require that commercial 

vehicle air springs meet rigid 

qualifications to ensure performance, 

quality, and engineering design fit. The 

qualification process includes not only 

qualification of the specific air spring to 

be used, via laboratory and road tests, 

but also inspection of the particular 

production facility where the air spring 

is to be produced. The rigorous process 

of qualifying an air spring for 

commercial vehicle OEMs can take 

more than two years. Once the air spring 

is qualified, commercial vehicle OEMs 

work closely with the air spring 

manufacturer to ensure that the air 

spring is integrated into the overall 

design of the platform. 

14. Air springs also are sold in the 

aftermarket, or the market for 

replacement air springs for commercial 

vehicles. Commercial vehicle air springs 

for the aftermarket are purchased by the 

end user to replace, after time and wear, 

the air springs originally installed in 

commercial vehicles. Commercial 

vehicle air springs for the aftermarket do 

not have to meet the rigid qualifications 

that commercial vehicle OEMs require, 

as replacement commercial vehicle air 

springs are not designed for a specific 

commercial vehicle platform. 

B. Relevant Product Markets 

15. Rolling lobe, convoluted and 

sleeve commercial vehicle air springs 

perform distinct functions and, in 

general, cannot be substituted for each 

other. For instance, an air spring used 

in a trailer suspension is not the same 

as an air spring used for a truck seat. 

Accordingly, the three types of 

commercial vehicle air springs are not 

interchangeable or substitutable for one 

another, and demand for each is 

separate. In the event of a small but 

significant increase in price for a given 

type of commercial vehicle air spring, 

customers would not stop using that air 

spring in sufficient numbers so as to 

defeat the price increase. Thus, the 

development, manufacture, and sale of 

each type of commercial vehicle air 

spring is a separate line of commerce 

and a relevant product market within 

the meaning of Section 7 of the Clayton 

Act. 

16. Although narrower product 

markets of rolling lobe, convoluted and 

sleeve air springs for commercial 

vehicles exist, the competitive dynamic 

for each type is nearly identical. The 

same firms manufacture and sell each of 

these products and each type of 

commercial vehicle air spring is sold in 

similar competitive conditions. 

Therefore, the products may be 

aggregated for analytical convenience 

into a single relevant product market for 

the purpose of assigning market shares 

and evaluating the competitive impact 

of the acquisition. 

(1) Commercial Vehicle Air Springs for 

Original Equipment Manufacturers 

17. Commercial vehicle OEMs require 

each air spring to meet rigid 

qualification standards to ensure 

performance, quality, and engineering 

design fit. Commercial vehicle air 

springs sold into the aftermarket for 

replacement purposes are not of 

sufficient quality or reliability to be 

used by commercial vehicle OEMs. 

Accordingly, commercial vehicle air 

springs for OEMs are not 

interchangeable with or substitutable for 

commercial vehicle air springs for the 

aftermarket, and demand for each is 

separate. 

18. A small but significant increase in 

the price of commercial vehicle air 

springs for OEMs would not cause a 

sufficient number of OEMs to substitute 

commercial vehicle air springs 

manufactured for the aftermarket so as 

to make such a price increase 

unprofitable. Thus, the development, 

manufacture, and sale of commercial 

vehicle air springs for OEMs is a line of 

commerce and a relevant product 

market within the meaning of Section 7 

of the Clayton Act. 

(2) Commercial Vehicle Air Springs for 

the Aftermarket 

19. Commercial vehicle air springs for 

the aftermarket are sold for replacement 

purposes. The targeted customer is the 

commercial vehicle owner. Because 

commercial vehicle air springs for the 

aftermarket are not designed for a 

specific commercial vehicle platform, 

they do not have to meet the rigid 

qualifications that commercial vehicle 

OEMs require. Commercial vehicle air 

springs for the aftermarket are of lower 

quality and lesser durability than 

commercial vehicle air springs made for 

OEMs. Accordingly, commercial vehicle 

air springs for the aftermarket are not 

interchangeable or substitutable for 

commercial vehicle air springs sold to 

OEMs. Demand for commercial vehicle 

air springs used by OEMs is separate 

from demand for commercial vehicle air 

springs for the aftermarket. 

20. A small but significant increase in 

the price of commercial vehicle air 

springs for the aftermarket would not 

cause customers to substitute 

commercial vehicle air springs for 

OEMs in sufficient numbers so as to 

make such a price increase unprofitable. 

Thus, the development, manufacture, 

and sale of commercial vehicle air 

springs for the aftermarket is a line of 

commerce and a relevant product 

market within the meaning of Section 7 

of the Clayton Act. 


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C. Relevant Geographic Market 

(1) Commercial Vehicle Air Springs for 

OEMs 

21. Commercial vehicle air springs are 

bulky but relatively lightweight. Despite 

the light weight, the cost of transporting 

commercial vehicle air springs is high 

compared to the value of the product, 

because the manufacturers essentially 

have to pay to ship air. Therefore, while 

shipping commercial vehicle air springs 

from overseas is feasible, it adds 

significant cost—approximately 10 to 15 

percent—to the price of the product. 

Import taxes also add additional costs to 

commercial vehicle air springs that are 

shipped from outside North America. 

22. In addition, commercial vehicle 

OEMs require that the air springs 

production facility be qualified. The 

qualification process includes 

inspection of the production facility by 

the customer. Having to inspect and 

qualify a facility outside of North 

America adds both time and expense to 

the process. 

23. Further, commercial vehicle 

OEMs require timely delivery of air 

springs, as they are an essential input 

into the final vehicle platform. 

Procuring commercial vehicle air 

springs from overseas adds significant 

lead time to delivery, increases the risk 

of shipment delays, and makes more 

difficult the rapid correction of quality 

shortcomings in delivered product. 

Thus, for commercial vehicle OEMs, 

purchasing air springs from outside 

North America involves the assumption 

of an unacceptable level of risk. 

24. Therefore, to successfully sell 

commercial vehicle air springs for OEM 

use in North America, an air spring 

manufacturer must have an air spring 

production facility in North America. 

25. OEM customers for commercial 

vehicle air springs in North America 

would be unwilling to switch to 

commercial vehicle air springs 

manufactured outside of North America 

to defeat a small but significant price 

increase. Accordingly, North America is 

a relevant geographic market for the 

development, manufacture, and sale of 

commercial vehicle air springs for 

OEMs within the meaning of Section 7 

of the Clayton Act. 

(2) Commercial Vehicle Air Springs for 

the Aftermarket 

26. For commercial vehicle air springs 

sold in the aftermarket, purchases are 

based on price, brand or reputation, and 

availability. As with commercial vehicle 

air springs for OEMs, the cost of 

shipping commercial vehicle air springs 

for the aftermarket, individually or in 

small quantities, from outside North 

America would make them more 

expensive than those sold in North 

America. Further, the additional lead 

time to ship commercial vehicle air 

springs for individual demand makes 

direct purchase from overseas 

unattractive to potential purchasers, 

who want their vehicles repaired in a 

timely manner. Therefore, a customer 

typically would not directly purchase 

commercial vehicle air springs for the 

aftermarket from outside of North 

America. 

27. Customers would be unwilling to 

switch to commercial vehicle air springs 

manufactured outside of North America 

to defeat a small but significant price 

increase. Accordingly, North America is 

a relevant geographic market for the 

development, manufacture, and sale of 

commercial vehicle air springs for the 

aftermarket within the meaning of 

Section 7 of the Clayton Act. 

D. Anticompetitive Effects 

(1) Commercial Vehicle Air Springs for 

OEMs 

28. In North America, the market for 

the development, manufacture, and sale 

of commercial vehicle air springs for 

OEMs is highly concentrated and would 

become substantially more concentrated 

as a result of the proposed transaction. 

Continental and Veyance each have 

approximately 30 percent of the North 

American market for commercial 

vehicle air springs sold for OEMs. The 

only other competitor has 

approximately 40 percent of the North 

American market, so the acquisition 

would result in two firms holding 100 

percent of the market. 

29. As articulated in the Horizontal 

Merger Guidelines issued by the 

Department of Justice and the Federal 

Trade Commission, the HerfindahlHirschman Index (‘‘HHI’’), discussed in 

Appendix A, is a measure of market 

concentration. Market concentration is 

often one useful indicator of the level of 

competitive vigor in a market and the 

likely competitive effects of a merger. 

The more concentrated a market, and 

the more a transaction would increase 

concentration in a market, the more 

likely it is that a transaction would 

result in a meaningful reduction in 

competition, harming consumers. 

Markets in which the HHI is between 

1,500 and 2,500 points are considered to 

be moderately concentrated and markets 

in which the HHI is in excess of 2,500 

points are considered to be highly 

concentrated. Transactions that increase 

the HHI by more than 200 points in 

highly concentrated markets are 

presumed likely to enhance market 

power. 

30. In the North American market for 

the development, manufacture, and sale 

of commercial vehicle air springs for 

OEMs, the pre-merger HHI is 3,388; the 

post-merger HHI is 5,224, with an 

increase in the HHI of 1,836. Consistent 

with the Horizontal Merger Guidelines, 

this market is highly concentrated and 

would become substantially more 

concentrated as a result of the proposed 

acquisition. 

31. A combined Continental and 

Veyance would have the ability to 

increase prices of commercial vehicle 

air springs sold to OEMs and to reduce 

the quality of service for these 

customers by limiting availability or 

delivery options. 

32. In addition, Continental’s 

elimination of Veyance as a strong, 

independent competitor in the 

development, manufacture, and sale of 

commercial vehicle air springs for 

OEMs likely would facilitate 

anticompetitive coordination between 

the remaining two suppliers. The two 

suppliers would be able to estimate each 

other’s output, capacity, reserves, and 

costs, making coordinated interaction 

easier. 

33. The transaction would 

substantially lessen competition in the 

development, manufacture, and sale of 

commercial vehicle air springs for 

OEMs in North America and lead to 

higher prices and decreased quality of 

service in violation of Section 7 of the 

Clayton Act. 

(2) Commercial Vehicle Air Springs for 

the Aftermarket 

34. In North America, the market for 

the development, manufacture, and sale 

of commercial vehicle air springs sold 

in the aftermarket is highly concentrated 

and would become substantially more 

concentrated as a result of the proposed 

transaction. Veyance has approximately 

33 percent of the market, Continental 

has approximately 17 percent of the 

market, and one other competitor has 

approximately 45 percent. Were the 

acquisition to proceed, two firms each 

would have close to a 50 percent share 

of the market. 

35. For the North American market for 

the development, manufacture, and sale 

of commercial vehicle air springs sold 

in the aftermarket, the premerger HHI is 

3,403, the post-acquisition HHI is 4,525, 

and the acquisition would produce an 

increase of 1,122 in the HHI. Consistent 

with the Horizontal Merger Guidelines, 

this market is highly concentrated and 

would become substantially more 

concentrated as a result of the proposed 

acquisition. 

36. The proposed transaction likely 

would substantially lessen competition 


tkelley on DSK3SPTVN1PROD with NOTICES
76374 Federal Register / Vol. 79, No. 245 / Monday, December 22, 2014 / Notices 

in the North American market for the 

development, manufacture, and sale of 

commercial vehicle air springs for the 

aftermarket and lead to higher prices 

and decreased quality of service in 

violation of Section 7 of the Clayton 

Act. 

E. Difficulty of Entry 

(1) Commercial Vehicle Air Springs for 

OEMs 

37. Timely and sufficient entry by 

additional competitors into the market 

for the development, manufacture, and 

sale of commercial vehicle air springs 

for OEMs is unlikely, given the 

substantial time and cost required to 

establish a qualified production facility 

and to establish a recognized brand and 

reputation in North America. 

38. Choosing an appropriate factory 

location, ordering the necessary 

equipment and setting up the factory for 

production of commercial vehicle air 

springs likely would take two or more 

years and would require a substantial 

investment. Once a location is chosen 

and the factory is producing, the OEM 

qualification process can take two or 

more additional years. Qualification 

requires a number of steps, and both the 

factory and the particular air springs to 

be used by the commercial vehicle OEM 

must be qualified. 

39. Because of the cost and difficulty 

of establishing a production facility in 

North America and gaining requisite 

OEM qualification, entry into the North 

American market for the development, 

manufacture, and sale of commercial 

vehicle air springs for OEMs would not 

be timely, likely or sufficient to mitigate 

the anticompetitive effects of 

Continental’s proposed acquisition of 

Veyance. 

(2) Commercial Vehicle Air Springs for 

the Aftermarket 

40. The impact of the acquisition in 

the North American market for the 

development, manufacture, and sale of 

commercial vehicle air springs for the 

aftermarket would not be remedied 

quickly by the response of foreign 

suppliers. These suppliers lack a 

recognized brand and reputation in 

North America, and most lack the broad 

product portfolio, to supply commercial 

vehicle air springs that would be 

accepted by most OEMs. Foreign firms 

are not present in the North American 

market for the development, 

manufacture, and sale of commercial 

vehicle air springs for OEMs, so they do 

not have established reputations that 

would contribute to their acceptance in 

the aftermarket. Therefore, entry would 

not be timely, likely, or sufficient to 

mitigate the anticompetitive effects of 

Continental’s proposed acquisition of 

Veyance. 

V. VIOLATIONS ALLEGED 

41. Continental’s proposed 

acquisition of Veyance likely would 

substantially lessen competition in 

North America for (1) the development, 

manufacture, and sale of commercial 

vehicle air springs for OEMs, and (2) the 

development, manufacture, and sale of 

commercial vehicle air springs for the 

aftermarket, in violation of Section 7 of 

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

42. Unless enjoined, the proposed 

acquisition likely would have the 

following anticompetitive effects, 

among others: 

(a) actual and potential competition 

between Veyance and Continental in the 

relevant markets would be eliminated; 

(b) competition generally in the 

relevant markets would be substantially 

lessened; and 

(c) for the relevant products, prices 

would increase and the quality of 

service would decrease. 

VI. REQUESTED RELIEF 

43. The United States requests that 

the Court: 

(a) adjudge and decree that 

Continental’s proposed acquisition of 

Veyance is unlawful and in violation of 

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

18; 

(b) preliminarily and permanently 

enjoin and restrain defendants and all 

persons acting on their behalf from 

consummating the proposed acquisition 

of Veyance by Continental, or from 

entering into or carrying out any other 

contract, agreement, plan, or 

understanding, the effect of which 

would be to combine Continental with 

Veyance; 

(c) award the United States the costs 

for this action; and 

(d) grant the United States such other 

and further relief as the Court deems 

just and proper. 

Respectfully submitted, 

DATED: December 11, 2014 

FOR PLAINTIFF UNITED STATES OF 

AMERICA: 

/s/ lllllllllllllllllll

William J. Baer 

Assistant Attorney General 

/s/ lllllllllllllllllll

David I. Gelfand 

Deputy Assistant Attorney General 

/s/ lllllllllllllllllll

Patricia A. Brink 

Director of Civil Enforcement 

/s/ lllllllllllllllllll

Maribeth Petrizzi (DC Bar #435204) 

Chief, Litigation II Section 

/s/ lllllllllllllllllll

Dorothy B. Fountain (DC Bar #439469) 

Assistant Chief, Litigation II Section 

/s/ lllllllllllllllllll

Suzanne Morris (DC Bar #450208) 

Dando Cellini 

Tara Shinnick (DC Bar #501462) 

Angela Ting (DC Bar #449576) 

Soyoung Choe 

James Tucker 

United States Department of Justice, 

Antitrust Division, Litigation II Section, 450 

Fifth Street NW., Suite 8700, Washington, DC 

20530, (202) 307–0924, (202) 514–9033 (fax), 

Suzanne.Morris@usdoj.gov. 

APPENDIX A 

The U.S. Dep’t of Justice and Federal 

Trade Commission, Horizontal Merger 

Guidelines § 5.3 (2010), available at 

http://www.justice.gov/atr/public/

guidelines/hmg-2010.html, provide the 

method for calculating the HHI. The 

HHI is calculated by squaring the 

market share of each firm competing in 

the market and then summing the 

resulting numbers. For example, for a 

market consisting of four firms with 

shares of 30, 30, 20, and 20 percent, the 

HHI is 2,600 (302 + 302 + 202 + 202 = 

2,600). The HHI takes into account the 

relative size distribution of the firms in 

a market. It approaches zero when a 

market is occupied by a large number of 

firms of relatively equal size and 

reaches its maximum of 10,000 points 

when a market is controlled by a single 

firm. The HHI increases both as the 

number of firms in the market decreases 

and as the disparity in size between 

those firms increases. 

United States District Court for the 

District of Columbia 

United States of America, Plaintiff, v. 

Continental AG and Veyance Technologies, 

Inc. Defendants. 

Case No.: 1:14-cv-02087 

Judge: Hon. Reggie B. Walton 

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. 

NATURE AND PURPOSE OF THE 

PROCEEDING 

Pursuant to an Agreement and Plan of 

Merger dated February 10, 2014, 

Continental AG (‘‘Continental’’) has 

agreed to purchase Veyance 

Technologies, Inc. (‘‘Veyance’’) from 


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Carlyle Partners IV, L.P. for $1.8 billion. 

The merger would combine two of the 

three leading suppliers of air springs 

used in commercial vehicles in North 

America. 

The United States filed a civil 

antitrust Complaint on December 11, 

2014, seeking to enjoin the proposed 

acquisition. The Complaint alleges that 

the acquisition likely would 

substantially lessen competition in 

North America in the development, 

manufacture and sale of commercial 

vehicle air springs, in violation of 

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

18. That loss of competition likely 

would result in higher prices and 

decreased quality of service for 

customers in the North American 

market for commercial vehicle air 

springs. 

At the same time the Complaint was 

filed, the United States filed a Hold 

Separate Stipulation and Order and a 

proposed Final Judgment, which are 

designed to eliminate the 

anticompetitive effects of the 

acquisition. Under the proposed Final 

Judgment, which is explained more 

fully below, the defendants are required 

to divest the Veyance North America 

Air Springs Business, which includes 

Veyance’s manufacturing and assembly 

facilities in San Luis Potosi, Mexico, 

research and development, engineering 

and testing operations, and 

administration assets in Fairlawn, Ohio, 

and all of the tangible and intangible 

assets primarily used in or for the 

business. Under the terms of the Hold 

Separate Stipulation and Order, 

defendants will take certain steps to 

ensure that the Veyance North America 

Air Springs Business is operated as a 

competitively independent, 

economically viable, and ongoing 

business concern; that it will remain 

independent and uninfluenced by the 

consummation of the acquisition; and 

that competition is maintained during 

the pendency of the ordered divestiture. 

The United States and defendants 

have stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment would 

terminate this action, except that the 

Court would retain jurisdiction to 

construe, modify, or enforce the 

provisions of the proposed Final 

Judgment and to punish violations 

thereof. 

II. DESCRIPTION OF THE EVENTS 

GIVING RISE TO THE ALLEGED 

VIOLATION 

A. The Defendants 

Defendant Continental AG, a 

corporation organized under the laws of 

the Federal Republic of Germany, is 

based in Hanover, Germany. Continental 

is a leading German automotive 

manufacturing company, specializing in 

tires, brake systems, and components, 

and it is one of the world’s largest 

producers of rubber products. Its annual 

sales for 2013 were approximately $40 

billion. ContiTech North America, Inc., 

of Montvale, New Jersey, is a part of 

ContiTech AG, a division of 

Continental. ContiTech North America 

produces and sells parts, components 

and systems, including commercial 

vehicle air springs, for the automotive 

engineering industry in North America. 

Defendant Veyance Technologies, Inc. 

is incorporated in Delaware with its 

headquarters in Fairlawn, Ohio. 

Veyance manufactures engineered 

rubber products for heavy-duty 

industrial, automotive and military 

applications. Veyance produces and 

sells automotive and commercial 

vehicle parts, including commercial 

vehicle air springs, in North America. In 

2013, Veyance had $2.1 billion in sales. 

B. The Markets 

1. Commercial Vehicle Air Springs 

Air springs are load-carrying rubber 

components constructed of a hollow 

rubber bellow sealed to metal plates 

attached at the top and bottom. Through 

the use of air compression, air springs 

dampen road shock and vibration. Air 

springs keep commercial vehicles–such 

as trucks, trailers and buses–at the same 

distance from the road irrespective of 

the weight being carried and also can be 

used as actuators to raise and lower 

objects. As commercial vehicle 

components, air springs are used in 

multiple locations in a vehicle: under 

the driver’s seat, between the cab and 

underlying frame, and in suspensions 

between axle and frame for truck and 

trailer. Air springs in suspension 

systems of trucks, trailers and buses 

help commercial vehicles save fuel, 

reduce tire wear, and provide greater 

reliability. Air springs between the floor 

of the cabin and the seat provide for 

driver comfort and reduce driver 

fatigue. Air springs in the commercial 

vehicle cabin suspension system, 

between the frame and the cabin, 

regulate cabin movement. 

The three types of air springs are (1) 

rolling lobe, which are used for truck, 

bus and trailer axles; (2) convoluted, or 

bellows, which serve the same function 

as rolling lobe, but also are used as 

actuators to lift axles; and (3) sleeves, 

which are smaller springs generally 

used in cabs and seats for driver 

comfort. The vast majority of air springs 

for commercial vehicle applications 

sold in North America are rolling lobe 

air springs purchased by original 

equipment manufacturers (‘‘OEMs’’) for 

truck, trailer and bus suspension 

systems. 

Commercial vehicle OEMs in North 

America determine the type of air spring 

to be used in a particular platform. They 

can source the air springs directly from 

the air spring manufacturer or purchase 

a completed, fully integrated suspension 

system that includes air springs from a 

suspension system OEM. Suspension 

system OEMs source commercial 

vehicle air springs directly from the air 

spring manufacturer. All air springs 

used by commercial vehicle OEMs must 

be of high quality and durability. 

Commercial vehicle OEMs require that 

commercial vehicle air springs meet 

rigid qualifications to ensure 

performance, quality, and engineering 

design fit. The qualification process 

includes not only qualification of the 

specific air spring to be used, via 

laboratory and road tests, but also 

inspection of the particular production 

facility where the air spring is to be 

produced. The rigorous process of 

qualifying an air spring for commercial 

vehicle OEMs can take more than two 

years. Once the air spring is qualified, 

commercial vehicle OEMs work closely 

with the air spring manufacturer to 

ensure that the air spring is integrated 

into the overall design of the platform. 

Air springs also are sold in the 

aftermarket, or the market for 

replacement air springs for commercial 

vehicles. Commercial vehicle air springs 

for the aftermarket are purchased by the 

end user to replace, after time and wear, 

the air springs originally installed in 

commercial vehicles. Commercial 

vehicle air springs for the aftermarket do 

not have to meet the rigid qualifications 

that commercial vehicle OEMs require, 

as replacement commercial vehicle air 

springs are not designed for a specific 

commercial vehicle platform. 

2. The North American Market for 

Commercial Vehicle Air Springs for 

Original Equipment Manufacturers 

Rolling lobe, convoluted and sleeve 

commercial vehicle air springs perform 

distinct functions and, in general, 

cannot be substituted for each other. For 

instance, an air spring used in a trailer 

suspension is not the same as an air 

spring used for a truck seat. 

Accordingly, the three types of 

commercial vehicle air springs are not 


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interchangeable or substitutable for one 

another, and demand for each is 

separate. In the event of a small but 

significant increase in price for a given 

type of commercial vehicle air spring, 

customers would not stop using that air 

spring in sufficient numbers to defeat 

the price increase. Thus, the 

development, manufacture, and sale of 

each type of commercial vehicle air 

spring is a separate line of commerce 

and a relevant product market within 

the meaning of Section 7 of the Clayton 

Act. 

Although narrower product markets 

of rolling lobe, convoluted and sleeve 

air springs for commercial vehicles 

exist, the competitive dynamic for each 

type is nearly identical. The same firms 

manufacture and sell each of these 

products and each type of commercial 

vehicle air spring is sold in similar 

competitive conditions. Therefore, the 

products may be aggregated for 

analytical convenience into a single 

relevant product market for the purpose 

of assigning market shares and 

evaluating the competitive impact of the 

acquisition. 

Commercial vehicle OEMs require 

each air spring to meet rigid 

qualification standards to ensure 

performance, quality and engineering 

design fit. Commercial vehicle air 

springs sold into the aftermarket for 

replacement purposes are not of 

sufficient quality or reliability to be 

used by commercial vehicle OEMs. 

Accordingly, commercial vehicle air 

springs for OEMs are not 

interchangeable with or substitutable for 

aftermarket commercial vehicle air 

springs, and demand for each is 

separate. 

A small but significant increase in the 

price of commercial vehicle air springs 

for commercial vehicle OEMs would not 

cause a sufficient number of OEMs to 

substitute commercial vehicle air 

springs manufactured for the 

aftermarket so as to make such a price 

increase unprofitable. Thus, the 

development, manufacture, and sale of 

commercial vehicle air springs for 

OEMs is a line of commerce and a 

relevant product market within the 

meaning of Section 7 of the Clayton Act. 

Commercial vehicle air springs are 

bulky but relatively lightweight. Despite 

the light weight, the cost of transporting 

commercial vehicle air springs is high 

compared to the value of the product, 

because the manufacturers essentially 

have to pay to ship air. Therefore, while 

shipping commercial vehicle air springs 

from overseas is feasible, it adds 

significant cost—approximately 10 to 15 

percent—to the price of the product. 

Import taxes also add additional costs to 

commercial vehicle air springs that are 

shipped from outside North America. 

In addition, commercial vehicle 

OEMs require that the air springs 

production facility be qualified. The 

qualification process includes 

inspection of the production facility by 

the customer. Having to inspect and 

qualify a facility outside of North 

America adds both time and expense to 

the process. 

Further, commercial vehicle OEMs 

require timely delivery of air springs, as 

they are an essential input into the final 

vehicle platform. Procuring commercial 

vehicle air springs from overseas adds 

significant lead time to delivery, 

increases the risk of shipment delays, 

and makes more difficult the rapid 

correction of quality shortcomings in 

delivered product. Thus, for commercial 

vehicle OEMs, purchasing air springs 

from outside North America involves 

the assumption of an unacceptable level 

of risk. 

Therefore, to successfully sell 

commercial vehicle air springs for OEM 

use in North America, an air spring 

manufacturer must have an air spring 

production facility in North America. 

OEM customers for commercial vehicle 

air springs in North America would be 

unwilling to switch to commercial 

vehicle air springs manufactured 

outside of North America to defeat a 

small but significant price increase. 

Accordingly, North America is a 

relevant geographic market for the 

development, manufacture, and sale of 

commercial vehicle air springs for 

OEMs within the meaning of Section 7 

of the Clayton Act. 

3. The North American Market for 

Commercial Vehicle Air Springs for the 

Aftermarket 

Commercial vehicle air springs for the 

aftermarket are sold for replacement 

purposes. The targeted customer is the 

commercial vehicle owner. Because 

commercial vehicle air springs for the 

aftermarket are not designed for a 

specific commercial vehicle platform, 

they do not have to meet the rigid 

qualifications that commercial vehicle 

OEMs require. Commercial vehicle air 

springs for the aftermarket are of lower 

quality and lesser durability than 

commercial vehicle air springs made for 

OEMs. Accordingly, commercial vehicle 

air springs for the aftermarket are not 

interchangeable or substitutable for 

commercial vehicle air springs sold to 

OEMs. Demand for commercial vehicle 

air springs used by OEMs is separate 

from demand for commercial vehicle air 

springs for the aftermarket. 

A small but significant increase in the 

price of commercial vehicle air springs 

for the aftermarket would not cause 

customers to substitute commercial 

vehicle air springs for OEMs in 

sufficient numbers so as to make such 

a price increase unprofitable. Thus, the 

development, manufacture, and sale of 

commercial vehicle air springs for the 

aftermarket is a line of commerce and a 

relevant product market within the 

meaning of Section 7 of the Clayton Act. 

For commercial vehicle air springs 

sold in the aftermarket, purchases are 

based on price, brand or reputation, and 

availability. As with commercial vehicle 

air springs for OEMs, the cost of 

shipping commercial vehicle air springs 

for the aftermarket, individually or in 

small quantities, from outside North 

America would make them more 

expensive than those sold in North 

America. Further, the additional lead 

time to ship commercial vehicle air 

springs for individual demand makes 

direct purchase from overseas 

unattractive to potential purchasers, 

who want their vehicles repaired in a 

timely manner. Therefore, a customer 

typically would not directly purchase 

commercial vehicle air springs for the 

aftermarket from outside of North 

America. 

Customers would be unwilling to 

switch to commercial vehicle air springs 

manufactured outside of North America 

to defeat a small but significant price 

increase. Accordingly, North America is 

a relevant geographic market for the 

development, manufacture, and sale of 

commercial vehicle air springs for the 

aftermarket within the meaning of 

Section 7 of the Clayton Act. 

4. Anticompetitive Effects 

a. Commercial Vehicle Air Springs for 

OEMs 

In North America, the market for the 

development, manufacture, and sale of 

commercial vehicle air springs for 

OEMs is highly concentrated and would 

become substantially more concentrated 

as a result of the proposed transaction. 

Continental and Veyance each have 

approximately 30 percent of the North 

American market for commercial 

vehicle air springs sold for OEMs. The 

only other competitor has 

approximately 40 percent of the North 

American market, so the acquisition 

would result in two firms holding 100 

percent of the market. 

As articulated in the Horizontal 

Merger Guidelines issued by the 

Department of Justice and the Federal 

Trade Commission, and discussed in 

Appendix A of the Complaint, the 

Herfindahl-Hirschman Index (‘‘HHI’’) is 

a measure of market concentration. 

Market concentration is often one useful 


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indicator of the level of competitive 

vigor in a market and the likely 

competitive effects of a merger. The 

more concentrated a market, and the 

more a transaction would increase 

concentration in a market, the more 

likely it is that a transaction would 

result in a meaningful reduction in 

competition, harming consumers. 

Markets in which the HHI is between 

1,500 and 2,500 points are considered to 

be moderately concentrated and markets 

in which the HHI is in excess of 2,500 

points are considered to be highly 

concentrated. Transactions that increase 

the HHI by more than 200 points in 

highly concentrated markets are 

presumed likely to enhance market 

power. 

In the North American market for the 

development, manufacture, and sale of 

commercial vehicle air springs for 

OEMs, the pre-merger HHI is 3,388; the 

post-merger HHI is 5,224, with an 

increase in the HHI of 1,836. Consistent 

with the Horizontal Merger Guidelines, 

this market is highly concentrated and 

would become substantially more 

concentrated as a result of the proposed 

acquisition. 

A combined Continental and Veyance 

would have the ability to increase prices 

of commercial vehicle air springs sold to 

OEMs and to reduce the quality of 

service for these customers by limiting 

availability or delivery options. In 

addition, Continental’s elimination of 

Veyance as a strong, independent 

competitor in the development, 

manufacture, and sale of commercial 

vehicle air springs for OEMs likely 

would facilitate anticompetitive 

coordination between the remaining two 

suppliers. The two suppliers would be 

able to estimate each other’s output, 

capacity, reserves, and costs, making 

coordinated interaction easier. The 

transaction would substantially lessen 

competition in the development, 

manufacture, and sale of commercial 

vehicle air springs for OEMs in North 

America and lead to higher prices and 

decreased quality of service in violation 

of Section 7 of the Clayton Act. 

b. Commercial Vehicle Air Springs for 

the Aftermarket 

In North America, the market for the 

development, manufacture, and sale of 

commercial vehicle air springs sold in 

the aftermarket is highly concentrated 

and would become substantially more 

concentrated as a result of the proposed 

transaction. Veyance has approximately 

33 percent of the market, Continental 

has approximately 17 percent of the 

market, and one other competitor has 

approximately 45 percent. Were the 

acquisition to proceed, the two firms 

each would have close to a 50 percent 

share of the market. 

For the North American market for 

the development, manufacture, and sale 

of commercial vehicle air springs sold 

in the aftermarket, the premerger HHI is 

3,403, the post-acquisition HHI is 4,525, 

and the acquisition would produce an 

increase of 1,122 in the HHI. Consistent 

with the Horizontal Merger Guidelines, 

this market is highly concentrated and 

would become substantially more 

concentrated as a result of the proposed 

acquisition. The proposed transaction 

likely would substantially lessen 

competition in the North American 

market for the development, 

manufacture, and sale of commercial 

vehicle air springs for the aftermarket 

and lead to higher prices and decreased 

quality of service in violation of Section 

7 of the Clayton Act. 

5. Difficulty of Entry 

a. Commercial Vehicle Air Springs for 

OEMs 

Choosing an appropriate factory 

location, ordering the necessary 

equipment and setting up the factory for 

production of commercial vehicle air 

springs likely would take two or more 

years and would require a substantial 

investment. Once a location is chosen 

and the factory is producing, the OEM 

qualification process can take two or 

more additional years. Qualification 

requires a number of steps, and both the 

factory and the particular air springs to 

be used by the commercial vehicle OEM 

must be qualified. 

Because of the cost and difficulty of 

establishing a production facility in 

North America and gaining requisite 

OEM qualification, entry into the North 

American market for the development, 

manufacture, and sale of commercial 

vehicle air springs for OEMs would not 

be timely, likely or sufficient to mitigate 

the anticompetitive effects of 

Continental’s proposed acquisition of 

Veyance. 

b. Commercial Vehicle Air Springs for 

the Aftermarket 

The impact of the acquisition in the 

North American market for the 

development, manufacture, and sale of 

commercial vehicle air springs for the 

aftermarket would not be remedied 

quickly by the response of foreign 

suppliers. These suppliers lack a 

recognized brand and reputation in 

North America, and most lack the broad 

product portfolio, to supply commercial 

vehicle air springs that would be 

accepted by most OEMs. Foreign firms 

are not present in the North American 

market for the development, 

manufacture, and sale of commercial 

vehicle air springs for OEMs, so they do 

not have established reputations that 

would contribute to their acceptance in 

the aftermarket. Therefore, entry would 

not be timely, likely, or sufficient to 

mitigate the anticompetitive effects of 

Continental’s proposed acquisition of 

Veyance. 

III. EXPLANATION OF THE 

PROPOSED FINAL JUDGMENT 

The divestiture required by the 

proposed Final Judgment will eliminate 

the anticompetitive effects of the 

acquisition in the North American 

market for commercial vehicle air 

springs by establishing a new, 

independent, and economically viable 

competitor. Paragraph IV.A of the 

proposed Final Judgment requires 

defendants, within ninety (90) days after 

the filing of the Complaint, or five days 

after notice of the entry of the Final 

Judgment by the Court, whichever is 

later, to divest the Veyance North 

America Air Springs Business. The 

assets must be divested in such a way 

as to satisfy the United States in its sole 

discretion that the Veyance North 

America Air Springs Business can and 

will be operated by the purchaser as a 

viable, ongoing business that can 

compete effectively in the development, 

manufacture, and sale of commercial 

vehicle air springs. Defendants must 

take all reasonable steps necessary to 

accomplish the divestiture quickly and 

shall cooperate with prospective 

purchasers. 

The Divestiture Assets include the 

Veyance North America Air Springs 

Business, including its manufacturing 

facility and its assembly facility, both 

located in San Luis Potosi, Mexico, and 

its research and development, 

engineering and testing operations, and 

administration assets located in 

Fairlawn, Ohio (‘‘Fairlawn Facility’’). 

The Veyance North America Air Springs 

Business produces commercial vehicle 

air springs sold to customers in North 

America. It is an established, highquality manufacturer with product 

offerings that have been qualified by its 

customers and sufficient capacity to 

meet current and future demand for its 

product. 

The proposed Final Judgment requires 

the divestiture of all tangible and 

intangible assets primarily used in or for 

the Veyance North America Air Springs 

Business. These assets will provide the 

Acquirer not only with physical assets, 

but also with intellectual property and 

rights, specifically including all U.S. 

patents and other intellectual property 

used by the Veyance North America Air 

Springs Business in the development, 


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manufacture and sale of air springs, and 

a non-exclusive, perpetual, worldwide, 

royalty-free license for all non-U.S. 

patents and pending patent applications 

for use in the design, development, 

manufacture, marketing, servicing and/ 

or sale of air springs produced for 

customers located outside of North 

America. 

Paragraph IV.C of the proposed Final 

Judgment prohibits defendants from 

interfering with the Acquirer’s ability to 

hire defendants’ employees whose 

primary responsibility is the 

development, manufacture and sale of 

air springs. The proposed Final 

Judgment explicitly includes in this 

provision four categories of employees 

critical to the Veyance North America 

Air Springs Business: (1) Head of Air 

Springs Business, (2) Head of Sales and 

Marketing, (3) a Chief Chemist for Air 

Springs, and (4) aftermarket sales 

personnel. The proposed Final 

Judgment proscribes defendants’ 

interference with negotiations by the 

Acquirer to hire these employees. 

The Veyance North America Air 

Springs Business currently sources 

critical inputs––compounds and 

calendered materials––from a Veyance 

facility that is not being divested. The 

Acquirer initially may require a ready 

supply of such inputs for the 

manufacture of air springs. Therefore, 

Paragraph IV.G of the proposed Final 

Judgment provides that, at the option of 

the Acquirer, Continental shall enter 

into a supply contract for compounds 

and calendered materials sufficient to 

meet all or part of the Acquirer’s needs 

for a period of up to one (1) year. The 

United States, in its sole discretion, may 

approve an extension of the term for a 

period totaling not more than one (1) 

additional year. The Acquirer also may 

require a transition services agreement 

for back office and technical support to 

ensure the continuity of the operations 

of the Veyance North America Air 

Springs Business. The proposed Final 

Judgment, in Paragraph IV.H, provides 

the Acquirer with the option for a 

transition services agreement for six (6) 

months, with a possible extension of the 

term for another six (6) months. 

The research and development, 

engineering and testing operations, and 

administration assets included in the 

Divestiture Assets are housed on the 

first and third floors of the Fairlawn 

Facility, which is also Veyance’s world 

headquarters. The proposed Final 

Judgment, in Paragraph IV.J, provides 

that, at the option of the Acquirer, 

defendants shall enter into a sublease 

for the first and third floors of the 

Fairlawn Facility for a period of six (6) 

months. The United States, in its sole 

discretion, may approve one or more 

extensions for a total of up to an 

additional six (6) months. Should the 

Acquirer exercise its option to sublease 

space in the Fairlawn Facility, the 

proposed Final Judgment, in Paragraph 

IV.K, requires defendants to create 

physical barriers that segregate the air 

spring operations from the portions of 

the Fairlawn Facility that will remain 

occupied by defendants. 

Veyance has a lab and testing 

equipment located on the second floor 

of the Fairlawn Facility that supports 

various Veyance businesses, including 

its air springs business. In Paragraph 

IV.L, the proposed Final Judgment 

provides that, at the option of the 

Acquirer, defendants will provide the 

Acquirer with complete and sole access 

to the laboratory and all the equipment 

located on the second floor of the 

Fairlawn Facility for a continuous prescheduled, 48-hour period each week. 

To maintain the confidentiality of the 

Acquirer’s operations, Paragraph IV.M 

of the proposed Final Judgment, 

requires defendants to program the 

equipment on the second floor of the 

Fairlawn Facility to ensure that no 

results related to air springs testing are 

stored on the equipment and that such 

results instead will be routed only to a 

server designated by the Acquirer. 

Veyance utilizes for its various 

businesses, including its air springs 

business, three warehouses located, 

respectively, in San Luis Potosi, Mexico; 

Moberly, Missouri; and Mississauga, 

Ontario, Canada. Paragraph IV.N of the 

proposed Final Judgment provides that, 

at the option of the Acquirer, defendants 

shall enter into a sublease with the 

Acquirer for space at any or all of the 

warehouses. Should the Acquirer 

exercise this option, the proposed Final 

Judgment, in Paragraph IV.O, requires 

defendants to create physical barriers 

segregating the air springs areas at each 

of the warehouses from the portions of 

each warehouse that will remain 

occupied by defendants. 

By providing for the possibility of a 

supply contract for compounds and 

calendered materials, a transition 

services agreement, and the physical 

segregation of the Fairlawn Facility and 

the warehouses, the proposed Final 

Judgment contemplates an ongoing 

relationship between defendants and 

the Acquirer for a period of time. 

Should the United States conclude that 

it would benefit from the assistance of 

a Monitoring Trustee to oversee the 

negotiation of the agreements and the 

segregation of the shared facilities, 

Section X of the proposed Final 

Judgment provides for the appointment 

of a Monitoring Trustee with the power 

and authority to investigate and report 

on the parties’ compliance with the 

terms of the Final Judgment and the 

Hold Separate Stipulation and Order 

during the pendency of the divestiture, 

including the terms of the supply 

agreement, the transition services 

agreement, and the physical segregation 

of the shared facilities. The Monitoring 

Trustee would not have any 

responsibility or obligation for the 

operation of the parties’ businesses. The 

Monitoring Trustee would serve at 

defendants’ expense, on such terms and 

conditions as the United States 

approves, and defendants must assist 

the trustee in fulfilling its obligations. 

The Monitoring Trustee would file 

monthly reports and would serve until 

the divestiture of the Divestiture Assets 

is finalized pursuant to either Section IV 

or Section V of the proposed Final 

Judgment and the expiration of any 

transition services agreement between 

defendants and the Acquirer. 

In the event that defendants do not 

accomplish the divestiture within the 

prescribed period, Section V of the 

proposed Final Judgment provides that 

the Court will appoint a trustee selected 

by the United States to effect the 

divestiture. 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 divestiture is 

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 divestiture has 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. 

The divestiture provisions of the 

proposed Final Judgment will eliminate 

the anticompetitive effects that likely 

would result if Continental acquired 

Veyance because the Acquirer will have 

the ability to develop, manufacture and 

sell commercial vehicle air springs to 

customers in North America in 

competition with Continental. 

IV. REMEDIES AVAILABLE TO 

POTENTIAL PRIVATE LITIGANTS 

Section 4 of the Clayton Act, 15 

U.S.C. § 15, provides that any person 

who has been injured as a result of 

conduct prohibited by the antitrust laws 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 79, No. 245 / Monday, December 22, 2014 / Notices 76379 

1The 2004 amendments substituted ‘‘shall’’ for 

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

consider and amended the list of factors to focus on 

competitive considerations and to address 

potentially ambiguous judgment terms. Compare 15 

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

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

(concluding that the 2004 amendments ‘‘effected 

minimal changes’’ to Tunney Act review). 

may bring suit in federal court to 

recover three times the damages the 

person has suffered, as well as costs and 

reasonable attorneys’ fees. Entry of the 

proposed Final Judgment will neither 

impair nor assist the bringing of any 

private antitrust damage action. Under 

the provisions of Section 5(a) of the 

Clayton Act, 15 U.S.C. § 16(a), the 

proposed Final Judgment has no prima 

facie effect in any subsequent private 

lawsuit that may be brought against 

Defendants. 

V. PROCEDURES AVAILABLE FOR 

MODIFICATION OF THE PROPOSED 

FINAL JUDGMENT 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered by the Court 

after compliance with the provisions of 

the APPA, provided that the United 

States has not withdrawn its consent. 

The APPA conditions entry upon the 

Court’s determination that the proposed 

Final Judgment is in the public interest. 

The APPA provides a period of at 

least sixty (60) days preceding the 

effective date of the proposed Final 

Judgment within which any person may 

submit to the United States written 

comments regarding the proposed Final 

Judgment. Any person who wishes to 

comment should do so within sixty (60) 

days of the date of publication of this 

Competitive Impact Statement in the 

Federal Register, or the last date of 

publication in a newspaper of the 

summary of this Competitive Impact 

Statement, whichever is later. All 

comments received during this period 

will be considered by the United States 

Department of Justice, which remains 

free to withdraw its consent to the 

proposed Final Judgment at any time 

prior to the Court’s entry of judgment. 

The comments and the response of the 

United States will be filed with the 

Court. In addition, comments will be 

posted on the U.S. Department of 

Justice, Antitrust Division’s internet 

Web site and, under certain 

circumstances, published in the Federal 

Register. 

Written comments should be 

submitted to: Maribeth Petrizzi, Chief, 

Litigation II Section, Antitrust Division, 

United States Department of Justice, 450 

Fifth Street, NW., Suite 8700, 

Washington, DC 20530. 

The proposed Final Judgment 

provides that the Court retains 

jurisdiction over this action, and the 

parties may apply to the Court for any 

order necessary or appropriate for the 

modification, interpretation, or 

enforcement of the Final Judgment. 

VI. ALTERNATIVES TO THE 

PROPOSED FINAL JUDGMENT 

The United States considered, as an 

alternative to the proposed Final 

Judgment, a full trial on the merits 

against Defendants. The United States 

could have continued the litigation and 

sought preliminary and permanent 

injunctions against Continental’s 

acquisition of Veyance. The United 

States is satisfied, however, that the 

divestiture of assets described in the 

proposed Final Judgment will preserve 

competition for the development, 

manufacture and sale of commercial 

vehicle air springs in North America. 

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); United States v. U.S. 

Airways Group, Inc., No. 13–cv–1236 

(CKK), 2014–1 Trade Cas. (CCH) ¶ 78, 

748, 2014 U.S. Dist. LEXIS 57801, at *7 

(D.D.C. Apr. 25, 2014) (noting the court 

has broad discretion of the adequacy of 

the relief at issue); United States v. 

InBev N.V./S.A., No. 08–1965 (JR), 

2009–2 Trade Cas. (CCH) ¶ 76,736, 2009 

U.S. Dist. LEXIS 84787, at *3, (D.D.C. 

Aug. 11, 2009) (noting that the court’s 

review of a consent judgment is limited 

and only inquires ‘‘into whether the 

government’s determination that the 

proposed remedies will cure the 

antitrust violations alleged in the 

complaint was reasonable, and whether 

the mechanism to enforce the final 

judgment are clear and manageable.’’).1

As the United States Court of Appeals 

for the District of Columbia Circuit has 

held, under the APPA a court considers, 

among other things, the relationship 

between the remedy secured and the 

specific allegations set forth in the 

government’s complaint, whether the 

decree is sufficiently clear, whether 

enforcement mechanisms are sufficient, 

and whether the decree may positively 

harm third parties. See Microsoft, 56 

F.3d at 1458–62. With respect to the 

adequacy of the relief secured by the 

decree, a court may not ‘‘engage in an 

unrestricted evaluation of what relief 

would best serve the public.’’ United 

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

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

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

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

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

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

InBev, 2009 U.S. Dist. LEXIS 84787, at 

*3. Courts have held that: 

[t]he balancing of competing social and 

political interests affected by a proposed 

antitrust consent decree must be left, in the 

first instance, to the discretion of the 

Attorney General. The court’s role in 

protecting the public interest is one of 

insuring that the government has not 

breached its duty to the public in consenting 

to the decree. The court is required to 

determine not whether a particular decree is 

the one that will best serve society, but 

whether the settlement is ‘‘within the reaches 

of the public interest.’’ More elaborate 

requirements might undermine the 

effectiveness of antitrust enforcement by 

consent decree. 


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2Cf. 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’’’). 

3See United States v. Enova Corp., 107 F. Supp. 

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

Act expressly allows the court to make its public 

interest determination on the basis of the 

competitive impact statement and response to 

comments alone’’); United States v. Mid-Am. 

Dairymen, Inc., No. 73–CV–681–W–1, 1977–1 Trade 

Cas. (CCH) ¶ 61,508, at 71,980, *22 (W.D. Mo. 1977) 

(‘‘Absent a showing of corrupt failure of the 

government to discharge its duty, the Court, in 

making its public interest finding, should . . . 

carefully consider the explanations of the 

government in the competitive impact statement 

and its responses to comments in order to 

determine whether those explanations are 

reasonable under the circumstances.’’); S. Rep. No. 

93–298, at 6 (1973) (‘‘Where the public interest can 

be meaningfully evaluated simply on the basis of 

briefs and oral arguments, that is the approach that 

should be utilized.’’). 

Bechtel, 648 F.2d at 666 (emphasis 

added) (citations omitted).2 In 

determining whether a proposed 

settlement is in the public interest, a 

district court ‘‘must accord deference to 

the government’s predictions about the 

efficacy of its remedies, and may not 

require that the remedies perfectly 

match the alleged violations.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 17; see 

also U.S. Airways, 2014 U.S. Dist. LEXIS 

57801, at *16 (noting that a court should 

not reject the proposed remedies 

because it believes others are 

preferable); Microsoft, 56 F.3d at 1461 

(noting the need for courts to be 

‘‘deferential to the government’s 

predictions as to the effect of the 

proposed remedies’’); United States v. 

Archer-Daniels-Midland Co., 272 F. 

Supp. 2d 1, 6 (D.D.C. 2003) (noting that 

the court should grant due respect to the 

United States’ prediction as to the effect 

of proposed remedies, its perception of 

the market structure, and its views of 

the nature of the case). 

Courts have greater flexibility in 

approving proposed consent decrees 

than in crafting their own decrees 

following a finding of liability in a 

litigated matter. ‘‘[A] proposed decree 

must be approved even if it falls short 

of the remedy the court would impose 

on its own, as long as it falls within the 

range of acceptability or is ‘within the 

reaches of public interest.’’’ United 

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

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

omitted) (quoting United States v. 

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

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

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

see also U.S. Airways, 2014 U.S. Dist. 

LEXIS 57801, at *8 (noting that room 

must be made for the government to 

grant concessions in the negotiation 

process for settlements (citing Microsoft, 

56 F.3d at 1461); United States v. Alcan 

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

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

decree even though the court would 

have imposed a greater remedy). To 

meet this standard, the United States 

‘‘need only provide a factual basis for 

concluding that the settlements are 

reasonably adequate remedies for the 

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

Supp. 2d at 17. 

Moreover, the court’s role under the 

APPA is limited to reviewing the 

remedy in relationship to the violations 

that the United States has alleged in its 

Complaint, and does not authorize the 

court to ‘‘construct [its] own 

hypothetical case and then evaluate the 

decree against that case.’’ Microsoft, 56 

F.3d at 1459; see also U.S. Airways, 

2014 U.S. Dist. LEXIS 57801, at *9 

(noting that the court must simply 

determine whether there is a factual 

foundation for the government’s 

decisions such that its conclusions 

regarding the proposed settlements are 

reasonable; InBev, 2009 U.S. Dist. LEXIS 

84787, at *20 (‘‘the ‘public interest’ is 

not to be measured by comparing the 

violations alleged in the complaint 

against those the court believes could 

have, or even should have, been 

alleged’’). Because the ‘‘court’s authority 

to review the decree depends entirely 

on the government’s exercising its 

prosecutorial discretion by bringing a 

case in the first place,’’ it follows that 

‘‘the court is only authorized to review 

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

redraft the complaint’’ to inquire into 

other matters that the United States did 

not pursue. Microsoft, 56 F.3d at 1459– 

60. As this Court confirmed in SBC 

Communications, courts ‘‘cannot look 

beyond the complaint in making the 

public interest determination unless the 

complaint is drafted so narrowly as to 

make a mockery of judicial power.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 15. 

In its 2004 amendments, Congress 

made clear its intent to preserve the 

practical benefits of utilizing consent 

decrees in antitrust enforcement, adding 

the unambiguous instruction that 

‘‘[n]othing in this section shall be 

construed to require the court to 

conduct an evidentiary hearing or to 

require the court to permit anyone to 

intervene.’’ 15 U.S.C. 16(e)(2); see also 

U.S. Airways, 2014 U.S. Dist. LEXIS 

57801, at *9 (indicating that a court is 

not required to hold an evidentiary 

hearing or to permit intervenors as part 

of its review under the Tunney Act). 

The language wrote into the statute 

what Congress intended when it enacted 

the Tunney Act in 1974, as Senator 

Tunney explained: ‘‘[t]he court is 

nowhere compelled to go to trial or to 

engage in extended proceedings which 

might have the effect of vitiating the 

benefits of prompt and less costly 

settlement through the consent decree 

process.’’ 119 Cong. Rec. 24,598 (1973) 

(statement of Sen. Tunney). Rather, the 

procedure for the public interest 

determination is left to the discretion of 

the court, with the recognition that the 

court’s ‘‘scope of review remains 

sharply proscribed by precedent and the 

nature of Tunney Act proceedings.’’ 

SBC Commc’ns, 489 F. Supp. 2d at 11.3

A court can make its public interest 

determination based on the competitive 

impact statement and response to public 

comments alone. U.S. Airways, 2014 

U.S. Dist. LEXIS 57801, at *9. 

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: December 11, 2014 

Respectfully submitted, 

/s/ lllllllllllllllllll

Suzanne Morris 

U.S. Department of Justice, Antitrust 

Division, Litigation II Section, Liberty Square 

Building, 450 Fifth Street NW., Suite 8700, 

Washington, DC 20530, Tel.: (202) 307–1188 

Email: suzanne.morris@usdoj.gov 

United States District Court for the District 

of Columbia 

United States of America, Plaintiff, v. 

Continental AG and Veyance Technologies, 

Inc. Defendants. 

CASE NO.: 1:14–cv–02087 

JUDGE: Hon. Reggie B. Walton 

PROPOSED FINAL JUDGMENT 

WHEREAS, Plaintiff, United States of 

America, filed its Complaint on 

December 11, 2014, the United States 

and defendants, Continental AG 

(‘‘Continental’’) and Veyance 

Technologies, Inc. (‘‘Veyance’’), 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; 


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AND WHEREAS, the essence of this 

Final Judgment is the prompt and 

certain divestiture of certain rights or 

assets by the defendants to assure that 

competition is not substantially 

lessened; 

AND WHEREAS, the United States 

requires defendants to make certain 

divestitures for the purpose of 

remedying the loss of competition 

alleged in the Complaint; 

AND WHEREAS, defendants have 

represented to the United States that the 

divestitures required below can and will 

be made and that defendants will later 

raise no claim of hardship or difficulty 

as grounds for asking the Court to 

modify any of the divestiture provisions 

contained below; 

NOW THEREFORE, before any 

testimony is taken, without trial or 

adjudication of any issue of fact or law, 

and upon consent of the parties, it is 

ORDERED, ADJUDGED AND DECREED: 

I. Jurisdiction 

This Court has jurisdiction over the 

subject matter of and each of the parties 

to this action. The Complaint states a 

claim upon which relief may be granted 

against defendants under Section 7 of 

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

18). 

II. Definitions 

As used in this Final Judgment: 

A. ‘‘Continental’’ means defendant 

Continental AG, a German corporation 

with its headquarters in Hanover, 

Germany, its successors, assigns, 

subsidiaries, divisions, groups, 

affiliates, partnerships and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

B. ‘‘Veyance’’ means defendant 

Veyance Technologies, Inc., a Delaware 

corporation with its headquarters in 

Fairlawn, Ohio, its successors, assigns, 

subsidiaries, divisions, groups, 

affiliates, partnerships and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

C. ‘‘Acquirer’’ means the entity to 

which defendants divest the Divestiture 

Assets. 

D. ‘‘Air Springs’’ means rolling lobe, 

bellow, sleeve and other air springs 

used as original equipment or 

replacement parts in commercial 

vehicle, passenger car, and industrial 

applications. 

E. ‘‘Veyance North America Air 

Springs Business’’ means Veyance’s 

North American operations for the 

development, manufacture and sale of 

Air Springs and includes Veyance’s 

subsidiary, Veyance Productos 

Industriales, S. de R.L. de C.V., a 

Mexican corporation with its principal 

place of business in San Luis Potosi, 

Mexico. 

F. ‘‘Divestiture Assets’’ means the 

Veyance North America Air Springs 

Business, including, but not limited to: 

1. The manufacturing facility located 

at Eje Central Sahop No 215, Manzana 

53, Zona Industrial 1A. Seccion Land A, 

San Luis Potosi, SLP, CP 78395; 

2. The assembly facility located at Eje 

128 No.140 interior C y D, Zona 

industrial del Potosi, SLP, CP 78395; 

3. The Air Springs research and 

development, engineering and testing 

operations, and administration assets 

used for the Veyance North America Air 

Springs Business located at 703 South 

Cleveland Massillon Road, Fairlawn, 

Ohio 44333 (‘‘Fairlawn Facility’’); 

4.a. All tangible assets used primarily 

in or for the Veyance North America Air 

Springs Business, including, but not 

limited to, all real property and 

improvements, manufacturing 

equipment, product inventory, tooling 

and fixed assets, personal property, 

input inventory, office furniture, 

materials, supplies, and other tangible 

property and assets; 

b. All tangible assets used primarily 

in or for the research and development, 

product and material design, and testing 

of any Air Spring product for the 

Veyance North America Air Springs 

Business, including, but not limited to, 

equipment, records, materials, supplies, 

and other property (except for the 

testing machines located on the second 

floor of the Fairlawn Facility); and 

c. All records and documents relating 

to the Veyance North America Air 

Springs Business, including, but not 

limited to, all licenses, permits and 

authorizations issued by any 

governmental organization; all 

contracts, teaming arrangements, 

agreements, leases, commitments, 

certifications, and understandings, 

including supply agreements; all 

customer lists, contracts, purchase 

orders, accounts, and credit records; and 

all repair and performance records and 

all other records relating to the Veyance 

North America Air Springs Business. 

5.a. All intangible assets used by the 

Veyance North America Air Springs 

Business in the development, 

manufacture, and sale of Air Springs, 

including, but not limited to, all U.S. 

patents, licenses and sublicenses, 

intellectual property, copyrights, 

trademarks, trade names, service marks, 

service names, technical information, 

computer software and related 

documentation, know-how (including, 

but not limited to, recipes, formulas, 

and machine settings), trade secrets, 

drawings, blueprints, designs, design 

protocols, specifications for materials, 

specifications for parts and devices, 

safety procedures for the handling of 

materials and substances, quality 

assurance and control procedures, all 

research data concerning historic and 

current research and development 

relating to the Veyance North America 

Air Springs Business, quality assurance 

and control procedures, design tools 

and simulation capability, all manuals 

and technical information defendants 

provide to their own employees, 

customers, suppliers, agents or 

licensees, and all research data 

concerning historic and current research 

and development efforts relating to the 

Veyance North America Air Springs 

Business (including, but not limited to, 

product testing, designs of experiments, 

and the results of successful and 

unsuccessful designs and experiments); 

b. The trade names ‘‘SUPERCUSHION’’ and ‘‘SPRINGRIDE’’, or any 

derivation thereof; and 

c. A non-exclusive, perpetual, 

worldwide, royalty-free license for all 

non-U.S. patents and pending patent 

applications for use in the design, 

development, manufacture, marketing, 

servicing, and/or sale of Air Springs 

produced for locations outside of North 

America, which shall be transferable 

only to any future purchaser of all or 

substantially all of the Veyance North 

America Air Springs Business. Any 

improvements or modifications to these 

intangible assets developed by the 

Acquirer of the Veyance North America 

Air Springs Business shall be owned 

solely by that Acquirer. 

G. ‘‘Warehouses’’ means the Air 

Springs storage and handling assets 

used for the Veyance North America Air 

Springs Business located at: 

1. Circuito Exportacion 412, Parque 

Industrial Tres Naciones, San Luis 

Potosi, SLP, CP 78395; 

2. 1957 Route DD, Moberly, Missouri 

65270; and 

3. 237 Brunel Road, Mississauga, 

Ontario L4Z 1T5, Canada. 

III. Applicability 

A. This Final Judgment applies to 

Continental and Veyance, as defined 

above, and all other persons in active 

concert or participation with any of 

them who receive actual notice of this 

Final Judgment by personal service or 

otherwise. 

B. If, prior to complying with Section 

IV and V of this Final Judgment, 

defendants sell or otherwise dispose of 

all or substantially all of their assets or 

of lesser business units that include the 

Divestiture Assets, they shall require the 

purchaser to be bound by the provisions 

of this Final Judgment. Defendants need 

not obtain such an agreement from the 


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Acquirer of the assets divested 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 an Acquirer acceptable to 

the United States, in its sole discretion. 

The United States, in its sole discretion, 

may agree to one or more extensions of 

this time period not to exceed sixty (60) 

calendar days in total, and shall notify 

the Court in such circumstances. 

Defendants agree to use their best efforts 

to divest the Divestiture Assets as 

expeditiously as possible. 

B. In accomplishing the divestiture 

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 an inquiry regarding a possible 

purchase of the Divestiture Assets that 

they are being divested pursuant to this 

Final Judgment and provide that person 

with a copy of this Final Judgment. 

Defendants shall offer to furnish to all 

prospective Acquirers, subject to 

customary confidentiality assurances, 

all information and documents relating 

to the Divestiture Assets customarily 

provided in a due diligence process 

except such information or documents 

subject to the attorney-client privileges 

or work-product doctrine. Defendants 

shall make available such information to 

the United States at the same time that 

such information is made available to 

any other person. 

C. Defendants shall provide the 

Acquirer and the United States 

information relating to the personnel 

involved in the development, 

manufacture and sale of Air Springs to 

enable the Acquirer to make offers of 

employment. Defendants shall not 

interfere with any negotiations by the 

Acquirer to employ any defendant 

employee whose primary responsibility 

is the development, manufacture and 

sale of Air Springs, and shall not 

interfere with negotiations by the 

Acquirer to employ the following 

personnel (1) Head of Air Springs 

Business, (2) Head of Sales and 

Marketing, (3) a Chief Chemist for Air 

Springs, and (4) aftermarket sales 

personnel. 

D. Defendants shall permit 

prospective Acquirers of the Divestiture 

Assets to have reasonable access to 

personnel and to make inspections of 

the physical facilities of the Divestiture 

Assets; access to any and all 

environmental, zoning, and other permit 

documents and information; and access 

to any and all financial, operational, or 

other documents and information 

customarily provided as part of a due 

diligence process. 

E. Defendants shall warrant to the 

Acquirer that each asset will be 

operational on the date of sale. 

F. Defendants shall not take any 

action that will impede in any way the 

permitting, operation, or divestiture of 

the Divestiture Assets. 

G. At the option of the Acquirer, 

Continental shall enter into a supply 

contract for compounds and calendered 

materials (rubberized fabric used in the 

production of Air Springs) sufficient to 

meet all or part of the Acquirer’s needs 

for a period of up to one (1) year. The 

terms and conditions of any contractual 

arrangement meant to satisfy this 

provision must be reasonably related to 

market conditions for compounds and 

calendered fabrics. The United States, in 

its sole discretion, may approve one or 

more extensions of the term of this 

supply contract for a period totaling not 

more than one (1) additional year. If the 

Acquirer seeks an extension of the term 

of this supply contract, it shall so notify 

the United States in writing at least 

three (3) months prior to the date the 

supply contract expires. If the United 

States approves such an extension, it 

shall so notify the Acquirer in writing 

at least two (2) months prior to the date 

the supply contract expires. 

H. At the option of the Acquirer, 

Continental shall enter into a transition 

services agreement with the Acquirer for 

back office and technical support 

sufficient to meet all or part of the 

Acquirer’s needs for a period of up to 

six (6) months. The United States, in its 

sole discretion, may approve one or 

more extensions of this agreement for a 

total of up to an additional six (6) 

months. The terms and conditions of 

any contractual arrangement intended to 

satisfy this provision must be 

reasonably related to the market value of 

the expertise of the personnel providing 

any needed assistance. 

I. Defendants shall warrant to the 

Acquirer that there are no material 

defects in the environmental, zoning or 

other permits pertaining to the 

operation of each asset, and that 

following the sale of the Divestiture 

Assets, defendants will not undertake, 

directly or indirectly, any challenge to 

the environmental, zoning, or other 

permits relating to the operation of the 

Divestiture Assets. 

J. At the option of the Acquirer, 

defendants shall enter into a sublease 

for the first and third floors of the 

Fairlawn Facility for a period of six (6) 

months. The United States, in its sole 

discretion, may approve one or more 

extensions of this sublease for a total of 

up to an additional six (6) months. 

K. Defendants shall create physical 

barriers that segregate the Air Springs 

operations at the Fairlawn Facility from 

the portions of the Fairlawn Facility that 

will remain occupied by defendants. 

Defendants’ areas and operations at the 

Fairlawn Facility shall be secured 

separately from those of the Acquirer so 

that the Acquirer’s areas and operations 

cannot be accessed by defendants and 

defendants’ areas and operations cannot 

be accessed by the Acquirer, other than 

for facility repair, support, and 

maintenance pursuant to a lease or other 

lease agreement. 

L. At the option of the Acquirer, 

defendants will provide the Acquirer 

with complete and sole access to the 

laboratory and all the equipment located 

on the second floor of the Fairlawn 

Facility for a continuous pre-scheduled, 

48-hour period each week. 

M. Defendants will program the 

equipment located on the second floor 

of the Fairlawn Facility to ensure that 

no results related to Air Springs testing 

are stored on the equipment and that 

such results instead will be routed only 

to a server designated by the Acquirer. 

N. At the option of the Acquirer, 

defendants shall enter into a sublease 

with the Acquirer for space at any or all 

of the Warehouses. 

O. Defendants shall create physical 

barriers that segregate the Air Springs 

areas at each of the Warehouses from 

the portions of each Warehouse that will 

remain occupied by defendants. 

Defendants’ areas and operations at the 

Warehouses shall be secured with 

access locks separate from those of the 

Acquirer so that the Acquirer’s areas 

and operations cannot be accessed by 

defendants and defendants’ areas and 

operations cannot be accessed by the 

Acquirer. 

P. Unless the United States otherwise 

consents in writing, the divestiture 

pursuant to Section IV, or by a 

Divestiture Trustee appointed pursuant 

to Section V, of this Final Judgment, 

shall include the entire Divestiture 

Assets, and shall be accomplished in 

such a way as to satisfy the United 

States, in its sole discretion, that the 

Divestiture Assets can and will be used 

by the Acquirer(s) as part of a viable, 

ongoing business in the development, 

manufacture and sale of commercial 

vehicle Air Springs to customers in 

North America. The divestitures, 

whether pursuant to Section IV or 

Section V of this Final Judgment, 


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(1) shall be made to an Acquirer that, 

in the United States’ sole judgment, has 

the intent and capability (including the 

necessary managerial, operational, 

technical and financial capability) of 

competing effectively in the 

development, manufacture, and sale of 

commercial vehicle Air Springs to 

customers in North America; and 

(2) shall be accomplished so as to 

satisfy the United States, in its sole 

discretion, that none of the terms of any 

agreement between an Acquirer and 

defendants give defendants the ability 

unreasonably to raise the Acquirer’s 

costs, to lower the Acquirer’s efficiency, 

or otherwise to interfere in the ability of 

the Acquirer to compete effectively. 

V. Appointment of Divestiture 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 Divestiture 

Trustee selected by the United States 

and approved by the Court to effect the 

divestiture of the Divestiture Assets. 

B. After the appointment of a 

Divestiture Trustee becomes effective, 

only the Divestiture Trustee shall have 

the right to sell the Divestiture Assets. 

The Divestiture Trustee shall have the 

power and authority to accomplish the 

divestiture to an Acquirer acceptable to 

the United States at such price and on 

such terms as are then obtainable upon 

reasonable effort by the Divestiture 

Trustee, subject to the provisions of 

Sections IV, V, and VI of this Final 

Judgment, and shall have such other 

powers as this Court deems appropriate. 

Subject to Section V(D) of this Final 

Judgment, the Divestiture Trustee may 

hire at the cost and expense of 

defendants any investment bankers, 

attorneys, or other agents, who shall be 

solely accountable to the Divestiture 

Trustee, reasonably necessary in the 

Divestiture Trustee’s judgment to assist 

in the divestiture. Any such investment 

bankers, attorneys, or other agents shall 

serve on such terms and conditions as 

the United States approves including 

confidentiality requirements and 

conflict of interest certifications. 

C. Defendants shall not object to a sale 

by the Divestiture Trustee on any 

ground other than the Divestiture 

Trustee’s malfeasance. Any such 

objections by defendants must be 

conveyed in writing to the United States 

and the Divestiture Trustee within ten 

(10) calendar days after the Divestiture 

Trustee has provided the notice 

required under Section VI. 

D. The Divestiture Trustee shall serve 

at the cost and expense of defendants 

pursuant to a written agreement, on 

such terms and conditions as the United 

States approves including 

confidentiality requirements and 

conflict of interest certifications. The 

Divestiture Trustee shall account for all 

monies derived from the sale of the 

assets sold by the Divestiture Trustee 

and all costs and expenses so incurred. 

After approval by the Court of the 

Divestiture Trustee’s accounting, 

including fees for its services yet unpaid 

and those of any professionals and 

agents retained by the Divestiture 

Trustee, all remaining money shall be 

paid to defendants and the trust shall 

then be terminated. The compensation 

of the Divestiture Trustee and any 

professionals and agents retained by the 

Divestiture Trustee shall be reasonable 

in light of the value of the Divestiture 

Assets and based on a fee arrangement 

providing the Divestiture Trustee with 

an incentive based on the price and 

terms of the divestiture and the speed 

with which it is accomplished, but 

timeliness is paramount. If the 

Divestiture Trustee and defendants are 

unable to reach agreement on the 

Divestiture Trustee’s or any agents’ or 

consultants’ compensation or other 

terms and conditions of engagement 

within 14 calendar days of appointment 

of the Divestiture Trustee, the United 

States may, in its sole discretion, take 

appropriate action, including making a 

recommendation to the Court. The 

Divestiture Trustee shall, within three 

(3) business days of hiring any other 

professionals or agents, provide written 

notice of such hiring and the rate of 

compensation to defendants and the 

United States. 

E. Defendants shall use their best 

efforts to assist the Divestiture Trustee 

in accomplishing the required 

divestiture. The Divestiture Trustee and 

any consultants, accountants, attorneys, 

and other agents retained by the 

Divestiture Trustee shall have full and 

complete access to the personnel, books, 

records, and facilities of the business to 

be divested, and defendants shall 

develop financial and other information 

relevant to such business as the 

Divestiture Trustee may reasonably 

request, subject to reasonable protection 

for trade secret or other confidential 

research, development, or commercial 

information or any applicable 

privileges. Defendants shall take no 

action to interfere with or to impede the 

Divestiture Trustee’s accomplishment of 

the divestiture. 

F. After its appointment, the 

Divestiture Trustee shall file monthly 

reports with the United States and, as 

appropriate, the Court setting forth the 

Divestiture Trustee’s efforts to 

accomplish the divestiture ordered 

under this Final Judgment. To the extent 

such reports contain information that 

the Divestiture Trustee deems 

confidential, such reports shall not be 

filed in the public docket of the Court. 

Such reports shall include the name, 

address, and telephone number of each 

person who, during the preceding 

month, made an offer to acquire, 

expressed an interest in acquiring, 

entered into negotiations to acquire, or 

was contacted or made an inquiry about 

acquiring, any interest in the Divestiture 

Assets, and shall describe in detail each 

contact with any such person. The 

Divestiture Trustee shall maintain full 

records of all efforts made to divest the 

Divestiture Assets. 

G. If the Divestiture Trustee has not 

accomplished the divestiture ordered 

under this Final Judgment within six 

months after its appointment, the 

Divestiture Trustee shall promptly file 

with the Court a report setting forth (1) 

the Divestiture Trustee’s efforts to 

accomplish the required divestiture, (2) 

the reasons, in the Divestiture Trustee’s 

judgment, why the required divestiture 

has not been accomplished, and (3) the 

Divestiture Trustee’s recommendations. 

To the extent such reports contains 

information that the Divestiture Trustee 

deems confidential, such reports shall 

not be filed in the public docket of the 

Court. The Divestiture Trustee shall at 

the same time furnish such report to the 

United States which shall have the right 

to make additional recommendations 

consistent with the purpose of the trust. 

The Court thereafter shall enter such 

orders as it shall deem appropriate to 

carry out the purpose of the Final 

Judgment, which may, if necessary, 

include extending the trust and the term 

of the Divestiture Trustee’s appointment 

by a period requested by the United 

States. 

H. If the United States determines that 

the Divestiture Trustee has ceased to act 

or failed to act diligently or in a 

reasonably cost-effective manner, it may 

recommend the Court appoint a 

substitute Divestiture Trustee. 

VI. Notice of Proposed Divestiture 

A. Within two (2) business days 

following execution of a definitive 

divestiture agreement, defendants or the 

Divestiture Trustee, whichever is then 

responsible for effecting the divestiture 

required herein, shall notify the United 

States of any proposed divestiture 

required by Section IV or V of this Final 

Judgment. If the Divestiture Trustee is 

responsible, it shall similarly notify 

defendants. The notice shall set forth 


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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, 

any other third party, or the Divestiture 

Trustee, if applicable, additional 

information concerning the proposed 

divestiture, the proposed Acquirer, and 

any other potential Acquirer. 

Defendants and the Divestiture Trustee 

shall furnish any additional information 

requested within fifteen (15) calendar 

days of the receipt of the request, unless 

the parties shall otherwise agree. 

C. Within thirty (30) calendar days 

after receipt of the notice or within 

twenty (20) calendar days after the 

United States has been provided the 

additional information requested from 

defendants, the proposed Acquirer, any 

third party, and the Divestiture Trustee, 

whichever is later, the United States 

shall provide written notice to 

defendants and the Divestiture Trustee, 

if there is one, stating whether or not it 

objects to the proposed divestiture. If 

the United States provides written 

notice that it does not object, the 

divestiture may be consummated, 

subject only to defendants’ limited right 

to object to the sale under 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 divestiture required by this 

Final Judgment has been accomplished, 

defendants shall take all steps necessary 

to comply with the Hold Separate 

Stipulation and Order entered by this 

Court. Defendants shall take no action 

that would jeopardize the divestiture 

ordered by this Court. 

IX. Affidavits 

A. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, and every thirty (30) calendar 

days thereafter until the divestiture has 

been completed under Section IV or V, 

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 divestiture has been 

completed. 

X. Appointment of Monitoring Trustee 

A. Upon application of the United 

States, the Court shall appoint a 

Monitoring Trustee selected by the 

United States and approved by the 

Court. 

B. The Monitoring Trustee shall have 

the power and authority to monitor 

defendants’ compliance with the terms 

of this Final Judgment and the Hold 

Separate Stipulation and Order entered 

by this Court, and shall have such other 

powers as this Court deems appropriate. 

The Monitoring Trustee shall be 

required to investigate and report on the 

Defendants’ compliance with this Final 

Judgment and the Hold Separate 

Stipulation and Order and the 

defendants’ progress toward effectuating 

the purposes of this Final Judgment, 

including but not limited to the terms of 

a supply contract for compounds and 

calendered materials, a transition 

services agreement, and the physical 

segregation of the Fairlawn Facility and 

the Warehouses. 

C. Subject to Section X(E) of this Final 

Judgment, the Monitoring Trustee may 

hire at the cost and expense of 

defendants any consultants, 

accountants, attorneys, or other agents, 

who shall be solely accountable to the 

Monitoring Trustee, reasonably 

necessary in the Monitoring Trustee’s 

judgment. Any such consultants, 

accountants, attorneys, or other agents 

shall serve on such terms and 

conditions as the United States 

approves including confidentiality 

requirements and conflict of interest 

certifications. 

D. Defendants shall not object to 

actions taken by the Monitoring Trustee 

in fulfillment of the Monitoring 

Trustee’s responsibilities under any 

Order of this Court on any ground other 

than the Monitoring Trustee’s 

malfeasance. Any such objections by 

defendants must be conveyed in writing 

to the United States and the Monitoring 

Trustee within ten (10) calendar days 

after the action taken by the Monitoring 

Trustee giving rise to the defendants’ 

objection. 

E. The Monitoring Trustee shall serve 

at the cost and expense of defendants 

pursuant to a written agreement with 

defendants and on such terms and 

conditions as the United States 

approves including confidentiality 

requirements and conflict of interest 

certifications. The compensation of the 

Monitoring Trustee and any consultants, 

accountants, attorneys, and other agents 

retained by the Monitoring Trustee shall 

be on reasonable and customary terms 

commensurate with the individuals’ 

experience and responsibilities. If the 

Monitoring Trustee and defendants are 

unable to reach agreement on the 

Monitoring Trustee’s or any agents’ or 

consultants’ compensation or other 

terms and conditions of engagement 

within 14 calendar days of appointment 

of the Monitoring Trustee, the United 

States may, in its sole discretion, take 

appropriate action, including making a 

recommendation to the Court. The 

Monitoring Trustee shall, within three 

(3) business days of hiring any 


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consultants, accountants, attorneys, or 

other agents, provide written notice of 

such hiring and the rate of 

compensation to defendants and the 

United States. 

F. The Monitoring Trustee shall have 

no responsibility or obligation for the 

operation of defendants’ businesses. 

G. Defendants shall use their best 

efforts to assist the Monitoring Trustee 

in monitoring defendants’ compliance 

with their individual obligations under 

this Final Judgment and under the Hold 

Separate Stipulation and Order. The 

Monitoring Trustee and any consultants, 

accountants, attorneys, and other agents 

retained by the Monitoring Trustee shall 

have full and complete access to the 

personnel, books, records, and facilities 

relating to compliance with this Final 

Judgment, subject to reasonable 

protection for trade secret or other 

confidential research, development, or 

commercial information or any 

applicable privileges. Defendants shall 

take no action to interfere with or to 

impede the Monitoring Trustee’s 

accomplishment of its responsibilities. 

H. After its appointment, the 

Monitoring Trustee shall file reports 

monthly, or more frequently as needed, 

with the United States, and, as 

appropriate, the Court setting forth 

defendants’ efforts to comply with its 

obligations under this Final Judgment 

and under the Hold Separate Stipulation 

and Order. To the extent such reports 

contain information that the Monitoring 

Trustee deems confidential, such 

reports shall not be filed in the public 

docket of the Court. 

I. The Monitoring Trustee shall serve 

until the divestiture of all the 

Divestiture Assets is finalized pursuant 

to either Section IV or Section V of this 

Final Judgment and the expiration of 

any continuing transition services 

agreement. 

J. If the United States determines that 

the Monitoring Trustee has ceased to act 

or failed to act diligently or in a 

reasonably cost-effective manner, it may 

recommend the Court appoint a 

substitute Monitoring Trustee. 

XI. Compliance Inspection 

A. For the purposes of determining or 

securing compliance with this Final 

Judgment, or of any related orders such 

as any Hold Separate Order, or of 

determining whether the Final 

Judgment should be modified or 

vacated, and subject to any legally 

recognized privilege, from time to time 

authorized representatives of the United 

States Department of Justice, including 

consultants and other persons retained 

by the United States, shall, upon written 

request of an authorized representative 

of the Assistant Attorney General in 

charge of the Antitrust Division, and on 

reasonable notice to defendants, be 

permitted: 

(1) access during defendants’ office 

hours to inspect and copy, or at the 

option of the United States, to require 

defendants to provide hard copy or 

electronic copies of, all books, ledgers, 

accounts, records, data, and documents 

in the possession, custody, or control of 

defendants, relating to any matters 

contained in this Final Judgment; and 

(2) to interview, either informally or 

on the record, defendants’ officers, 

employees, or agents, who may have 

their individual counsel present, 

regarding such matters. The interviews 

shall be subject to the reasonable 

convenience of the interviewee and 

without restraint or interference by 

defendants. 

B. Upon the written request of an 

authorized representative of the 

Assistant Attorney General in charge of 

the Antitrust Division, defendants shall 

submit written reports or response to 

written interrogatories, under oath if 

requested, relating to any of the matters 

contained in this Final Judgment as may 

be requested. 

C. No information or documents 

obtained by the means provided in this 

section shall be divulged by the United 

States to any person other than an 

authorized representative of the 

executive branch of the United States, 

except in the course of legal proceedings 

to which the United States is a party 

(including grand jury proceedings), or 

for the purpose of securing compliance 

with this Final Judgment, or as 

otherwise required by law. 

D. If at the time information or 

documents are furnished by defendants 

to the United States, defendants 

represent and identify in writing the 

material in any such information or 

documents to which a claim of 

protection may be asserted under Rule 

26(c)(1)(g) of the Federal Rules of Civil 

Procedure, and defendants mark each 

pertinent page of such material, 

‘‘Subject to claim of protection under 

Rule 26(c)(1)(g) of the Federal Rules of 

Civil Procedure,’’ then the United States 

shall give defendants ten (10) calendar 

days notice prior to divulging such 

material in any legal proceeding (other 

than a grand jury proceeding). 

XII. No Reacquisition 

Defendants may not reacquire any 

part of the Divestiture Assets during the 

term of this Final Judgment. 

XIII. Retention of Jurisdiction 

This Court retains jurisdiction to 

enable any party to this Final Judgment 

to apply to this Court at any time for 

further orders and directions as may be 

necessary or appropriate to carry out or 

construe this Final Judgment, to modify 

any of its provisions, to enforce 

compliance, and to punish violations of 

its provisions. 

XIV. Expiration of Final Judgment 

Unless this Court grants an extension, 

this Final Judgment shall expire ten 

years from the date of its entry. 

XV. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest. The parties have 

complied with the requirements of the 

Antitrust Procedures and Penalties Act, 

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

available to the public of this Final 

Judgment, the Competitive Impact 

Statement, and any comments thereon 

and the United States’ responses to 

comments. Based upon the record 

before the Court, which includes the 

Competitive Impact Statement and any 

comments and response to comments 

filed with the Court, entry of this Final 

Judgment is in the public interest. 

Date: llllllllllllllllll

Court approval subject to procedures of 

Antitrust Procedures and Penalties Act, 15 

U.S.C. § 16 

lllllllllllllllllllll

United States District Judge 

[FR Doc. 2014–29862 Filed 12–19–14; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF LABOR 

Office of the Secretary 

Agency Information Collection 

Activities; Submission for OMB 

Review; Comment Request; Office of 

Federal Contract Compliance 

Programs Construction Recordkeeping 

and Reporting Requirements 

ACTION: Notice. 

SUMMARY: The Department of Labor 

(DOL) is submitting the Office of 

Federal Contract Compliance Programs 

sponsored information collection 

request (ICR) titled, ‘‘Office of Federal 

Contract Compliance Programs 

Construction Recordkeeping and 

Reporting Requirements,’’ to the Office 

of Management and Budget (OMB) for 

review and approval for continued use, 

without change, in accordance with the 

Paperwork Reduction Act of 1995 

(PRA), 44 U.S.C. 3501 et seq. Public 

comments on the ICR are invited. 

DATES: The OMB will consider all 

written comments that agency receives 

on or before January 21, 2015. 


tkelley on DSK3SPTVN1PROD with NOTICES