DoJ Sues Thomson and Reuters

A Cryptome DVD is offered by Cryptome. Donate $25 for a DVD of the Cryptome 11.5-years archives of 43,000 files from June 1996 to January 2008 (~4.5 GB). Click Paypal or mail check/MO made out to John Young, 251 West 89th Street, New York, NY 10024. Archives include all files of cryptome.org, jya.com, cartome.org, eyeball-series.org and iraq-kill-maim.org. Cryptome offers with the Cryptome DVD an INSCOM DVD of about 18,000 pages of counter-intelligence dossiers declassified by the US Army Information and Security Command, dating from 1945 to 1985. No additional contribution required -- $25 for both. The DVDs will be sent anywhere worldwide without extra cost.

21 March 2008

[Federal Register: March 21, 2008 (Volume 73, Number 56)]
[Notices]
[Page 15196-15216]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr21mr08-97]

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

DEPARTMENT OF JUSTICE

Antitrust Division

United States v. The Thomson Corp. & Reuters Group PLC; Proposed
Final Judgment and Competitive Impact Statement

Notice is hereby given pursuant to the Antitrust Procedures and
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment,
Stipulation and Competitive Impact Statement have been filed with the
United States District Court for the District of Columbia in United
States of America v. The Thomson Corp. and Reuters Group PLC, Civil
Action No. 1:08-cv-00262. On February 19, 2008, the United States filed
a Complaint alleging that the proposed acquisition by The Thomson
Corporation of Reuters Group PLC 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 The Thomson Corporation to divest a copy of its
WorldScope fundamentals product, along with certain other assets, and
requires Reuters Group PLC to divest copies of its Estimates and
Aftermarket (Embargoed) Research Database product, along with certain
other 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, 325 7th Street,
NW., Room 215, 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, and responses thereto, will be published in the
Federal Register and filed with the Court. Comments should be directed
to James Tierney, Chief, Networks and Technology Section, Antitrust
Division, Department of Justice, 600 E. Street NW., Suite 9500,
Washington, DC 20530, (telephone: 202-307-6200).

Patricia A. Brink,
Deputy Director of Operations, Antitrust Division.

United States District Court for the District of Columbia

United States of America, Department of Justice, Antitrust
Division, 600 E Street NW., Suite 9500, Washington, DC 20530,
Plaintiff, v. The Thomson Corporation, Metro Center, I Station Place,
Stamford, CT 06902, and Reuters Group, PLC, The Reuters Building,
Canary Wharf, London E14 5EP, United Kingdom, Defendants.
Case: 1:08-cv-002 2.
Assigned To: Hogan, Thomas F.
Assign. Date: 0211912008.
Description: Antitrust.

Complaint

The United States of America, acting under the direction of the
Attorney General of the United States, brings this civil antitrust
action against The Thomson Corporation (``Thomson'') and Reuters Group
PLC (``Reuters'') to obtain equitable relief to prevent Thomson's
proposed acquisition of Reuters, and to obtain other relief as
appropriate. The United States alleges as follows:

I. Nature of the Action

1. On May 15, 2007, Thomson and Reuters signed an agreement to
combine the two companies, with Thomson to control approximately 70% of
the combined businesses. The cash and stock transaction valued Reuters
at $17.2 billion.
2. Thomson and Reuters both create and distribute financial news
and data, including fundamentals data, earnings estimates data, and
aftermarket research reports. Thomson and Reuters are two of the three
largest providers of financial data worldwide to institutions such as
investment banks and trading firms. More particularly, Thomson and
Reuters are two of the four largest suppliers of fundamentals data to
institutions worldwide, two of the three largest suppliers of earnings
estimates data to institutions worldwide, and the two largest
distributors of aftermarket research reports worldwide.
3. The United States brings this action to prevent the proposed
acquisition of Reuters by Thomson because it would substantially lessen
competition in the distribution and sale of fundamentals data, earnings
estimates data, and aftermarket research reports in violation of
section 7 of the Clayton Act, 15 U.S.C. 18.

[[Page 15197]]

II. Parties to the Proposed Acquisition

4. Thomson is a Canadian corporation with its principal place of
business in Stamford, Connecticut. Thomson is comprised of five
business divisions: Legal, Financial, Tax & Accounting, Scientific, and
Healthcare. Thomson Financial distributes and sells, among other
financial products, the relevant products--fundamentals data, earnings
estimates data, and aftermarket research reports.
5. Thomson is one of the three largest distributors of financial
data to institutional users in the world. Thomson is one of the three
largest distributors of fundamentals data and is the largest
distributor of earnings estimates data and aftermarket research
reports. In 2006, Thomson reported company-wide revenues of
approximately $6.6 billion, with Thomson Financial accounting for
approximately $2 billion.
6. Reuters is a United Kingdom public limited company with its
principal place of business in London, England. Reuters distributes and
sells, among other financial products, the relevant products--
fundamentals data, earnings estimates data, and aftermarket research
reports.
7. Reuters is also one of the three largest distributors of
financial data to institutional users in the world. Reuters is one of
the four largest distributors of fundamentals data in the world, the
second largest distributor of earnings estimates data, and the second
largest distributor of aftermarket research reports. In 2006, Reuters
reported company-wide revenues of approximately $5 billion.

III. Jurisdiction and Venue

8. Plaintiff United States brings this action under section 15 of
the Clayton Act, as amended, 15 U.S.C. 25, to prevent and restrain
defendants from violating section 7 of the Clayton Act, 15 U.S.C. 18.
9. Defendants produce, distribute, and sell financial data products
and services, including fundamentals data, earnings estimates data, and
aftermarket research reports, in the flow of interstate commerce.
Defendants' activities in producing, distributing, and selling these
products generate revenues of hundreds of millions of dollars annually
and substantially affect interstate commerce. This court has subject
matter jurisdiction over this action pursuant to section 12 of the
Clayton Act, 15 U.S.C. 22, and 28 U.S.C. 1331, 1337(a), and 1345.
10. Defendants sell a variety of financial data products and
services, including fundamentals data, earnings estimates data, and
aftermarket research reports, in this judicial district and have
consented to venue and personal jurisdiction.

IV. Trade and Commerce

A. Financial Data

11. Investment managers, investment bankers, traders, corporate
managers, and other firms (``institutional financial data users'') use
financial data to support investment decisions and to provide advice to
their firms or clients. This data includes relevant news information,
pricing information on various types of investment vehicles, and
descriptive and predictive data about individual companies, market
sectors, or the economy. Although some financial information, such as
delayed stock prices and basic news, is available for no charge on
public websites, most institutional financial data users need, and are
willing to pay for, higher quality data such as: real-time securities
prices; real-time standardized earnings estimates; comprehensive and
error-checked fundamentals data; pricing data for fixed-income
securities; financial analytic tools; and proprietary news and
analysis.
12. Financial data firms such as Thomson and Reuters typically
deliver financial data and other products to their institutional users
through a variety of distribution channels. The so-called ``terminals''
channel is the largest, wherein financial data providers package or
bundle a number of different types of financial data, such as quotes
and prices for a variety of financial instruments, fundamentals data,
earnings estimates data, macroeconomic data, real-time and aftermarket
research, as well as news, charting and other analytic tools. These
types of financial data, analytic tools and news, sold in a variety of
packaged configurations with optional content and features, are
delivered through customized graphical user interfaces to institutional
financial data users' desktop computers. These products are sold by
subscription, generally on a per-user or enterprise basis, with pricing
generally based on a single price for the bundled products and
separately priced optional additions. Thomson and Reuters are two of
the three largest providers of financial data terminals in the United
States.
13. Financial data providers like Thomson and Reuters also deliver
financial data through enterprise-level electronic data feeds that
allow an institutional financial data user to assemble its own packages
of financial data, analytic tools, and news; integrate the data with
its own applications; and distribute them within its own organization
to users' desktops. Financial data providers also sell redistribution
rights on a wholesale basis to third parties who distribute the data to
their own terminal or internet-based customers. Thomson and Reuters
have competed to supply such data to resellers, and third party
providers of financial data terminals to institutional financial data
users rely on access to certain types of financial data for which
Thomson and Reuters are the principal suppliers. Finally, financial
data providers also supply financial data to their customers over the
public internet via password-protected Web sites.

B. The Relevant Product Markets

There are three relevant product markets: (1) Fundamentals data;
(2) earnings estimates data; and (3) aftermarket research.
1. Fundamentals Data
14. Fundamentals data concern the financial performance and other
attributes of individual companies, including information from
financial statements, calculated financial ratios, per share data,
security and market identifiers, product information, and company
profile data. Fundamentals data generally pertain to publicly-traded
companies and both U.S.-based and foreign companies. Providers of
fundamentals data such as Thomson and Reuters maintain fundamentals
data for tens of thousands of companies, both active and defunct, over
periods of years or decades.
15. Providers of fundamentals data extract the data from company
financial statements and reports as they are released and update the
data on an ongoing basis. Providers add significant value by
interpreting and translating footnotes, calculating a variety of
ratios, ``normalizing'' the data into a consistent format, and
``standardizing'' the data to facilitate comparisons of companies. Such
data can be provided to customers in an ``as reported'' format or in a
``standardized'' format.
16. Institutional financial data users utilize fundamentals data in
making investment decisions with respect to individual securities, to
test investment strategies and models at different points in time, to
chart the historical performance of companies, and to back-test
quantitative models.
17. There are no substitutes for fundamentals data. Fundamentals
data are a key component needed by institutional financial data users
for developing and testing trading strategies and quantitative models
as well as

[[Page 15198]]

making individual investment decisions. Institutional financial data
users require timely, reliable, easily accessible, aggregated,
accurate, and comprehensive financial data for many thousands of
companies.
18. A small but significant post-acquisition increase in the price
of fundamentals data would not cause institutional financial data users
to substitute another product or otherwise reduce their use of
fundamentals data to a sufficient extent so as to make such a price
increase unprofitable.
19. The distribution and sale of fundamentals data is a line of
commerce and a relevant product market within the meaning of section 7
of the Clayton Act.
2. Earnings Estimates Data
20. An earnings estimate is a prediction of a company's earnings,
often in terms of quarterly or annual earnings per share. Thomson and
Reuters, and other firms, maintain databases of published earnings
estimates going back years or decades.
21. Providers of earnings estimates data collect and disseminate
information from investment bankers and other sources on an ongoing
basis. Collecting estimates data involves obtaining research reports
from a wide range of investment bankers and other sources, such as
brokerage firms and specialized investment research firms. Errors in
the data are corrected, and as-reported data is normalized to common
accounting conventions. Providers also calculate various consensus
estimates across industries or sectors. These functions add significant
value.
22. Institutional financial data users use earnings estimates when
they decide whether to trade or invest in individual securities. Some
institutional financial data users use historical earnings estimates
data to evaluate investment strategies. For example, an analyst with a
quantitative model for evaluating stock investments may back-test the
proposed model with ten years of earnings history data to determine
whether the model would have accurately predicted past price movements.
23. There are no reasonable substitutes for earnings estimates
data. Earnings estimates data are a key component in the development
and testing of quantitative trading models and trading decisions made
by many institutional financial data users, who cannot otherwise
acquire sufficiently robust, standardized, historic and current
earnings estimates data.
24. A small but significant post-acquisition increase in the price
of earnings estimates data would not cause institutional financial data
users to substitute other products or otherwise reduce their usage of
earnings estimates in sufficient quantities so as to make such a price

increase unprofitable.
25. The distribution and sale of earnings estimates data is a line
of commerce and a relevant product market under section 7 of the
Clayton Act.
3. Aftermarket Research Reports
26. Research reports are detailed research documents prepared by
analysts at investment banks, brokerage firms, and other research firms
that evaluate the prospects of specific securities. These reports
explain analysts' opinions and include financial projections, such as
the company's projected earnings per share of stock at the end of the
company's next fiscal quarter. Research reports are often based on
quantitative models of firms' expected performance.
27. An investment bank or brokerage firm typically provides
research reports to its customers immediately on publication. Such
customers may obtain reports through a financial data terminal, via e-
mail, or from authorized password-protected websites. After an embargo
period of days or weeks after release to clients has elapsed,
investment banks and brokerage firms typically allow their reports to
be distributed in an ``aftermarket'' to other third parties, sometimes
for a fee.
28. Thomson and Reuters aggregate and distribute research reports.
Thomson and Reuters each collect reports from hundreds of investment
banks, brokerage firms, and other research sources and sell copies of
such reports once they are no longer embargoed. To do this, Thomson and
Reuters have developed infrastructure including a database of the
reports and an electronic distribution system. Thomson and Reuters also
create and maintain indices, tables of contents, and search tools so
that third parties can locate and compare the research reports
available for purchase without having to contact individual investment
banks and brokerage firms. Thomson and Reuters sell aftermarket
research reports under various pricing plans, such as per-report, per-
page, or so-called ``all you can eat'' access.
29. There are no reasonable substitutes for the aftermarket
research report distribution services offered by Thomson and Reuters.
Aftermarket research reports are a key investment research tool for
many institutional financial data users, who cannot acquire the
reports' contents by other means. For example, the aggregation,
indexing, search, and comparison features provided by distributors of
aftermarket research offer functionality not otherwise available. In
addition, institutional financial data users cannot, in a practical or
efficient manner, contact and arrange access to multiple research
reports on an individual basis with possibly hundreds of research
providers.
30. A small but significant post-acquisition increase in the price
of aftermarket research report distribution services would not cause
institutional financial data users to substitute another product or
otherwise reduce their use of such reports in sufficient quantities so
as to make such a price increase unprofitable.
31. The distribution and sale of aftermarket research reports is a
line of commerce and a relevant product market under section 7 of the
Clayton Act.

C. The Relevant Geographic Market

32. Thomson and Reuters sell fundamentals data, earnings estimates
data, and aftermarket research reports to institutional financial data
users around the world. The world constitutes a relevant geographic
market under Section 7 of the Clayton Act for each of these relevant
product markets.

D. The Proposed Transaction Will Harm Competition in the Relevant
Markets

1. Fundamentals Data
33. Competition between Thomson and Reuters in the distribution and
sale of fundamentals data has benefited institutional financial data
users.
34. The proposed transaction will significantly increase
concentration among suppliers of fundamentals data to institutional
financial data users. In particular, the transaction will eliminate
competition between the two major suppliers of fundamentals databases
that provide comprehensive global coverage and the historical coverage
required for quantitative analysis, as well as competition between two
of the three largest suppliers of fundamentals data by datafeed.
35. The proposed transaction will substantially increase the
likelihood that the combined firm unilaterally will increase the price
of fundamentals data to a significant number of institutional financial
data users. The combined firm likely would increase price both to
institutional financial data users to whom they sell fundamentals data
directly, either via data feed or as part of a financial data terminal
product sold by Thomson or Reuters, as well as to

[[Page 15199]]

institutional financial data users to whom Thomson and Reuters sell
indirectly, via resellers that offer financial data terminals in
competition with Thomson and Reuters. The combined firm would have the
incentive and ability to increase the cost of data sold to resellers,
or to discontinue such supply of fundamentals data altogether.
36. The response of other financial data providers will not prevent
or undo the competitive harm that will likely result from the proposed
merger. To the extent other providers rely on data acquired from
Thomson or Reuters, the combined firm would control the cost and
availability of such data. Responses by firms with independent access
to fundamentals data also would be unlikely to prevent or undo the
transaction's competitive harm. A significant number of institutional
financial data users regard the products of Thomson and Reuters as
their first and second choices when purchasing fundamentals data, and
consider fundamentals data products offered by other financial data
providers to be distant third choices. An insufficient number of
institutional financial data users would switch to a competing
fundamentals data product to defeat a price increase imposed
unilaterally by the merged firm.
37. Entry into or expansion into fundamentals data is difficult,
time consuming, and costly. New entrants into the fundamentals data
market, particularly with respect to international fundamentals data,
must overcome significant barriers to entry. These include the
difficulties of arranging for collection of data on tens of thousands
of companies on a global basis, constructing a reliable historical
database, the need to develop local expertise in each country's
accounting norms, and the ability to develop data normalization and
standardization processes. Therefore, entry or expansion by any other
firm will not be timely, likely, or sufficient to defeat an
anticompetitive price increase.
38. Without the constraining effect of competition between Thomson
and Reuters, the combined firm will have a greater ability to exercise
market power by raising its prices for fundamentals data to
institutional financial data users without risk of losing significant
sales to competitors.
39. The transaction will substantially lessen competition in the
distribution and sale of fundamentals data in violation of section 7 of
the Clayton Act. The transaction is likely to lead to higher prices and
reduced quality for consumers of such data.
2. Earnings Estimates Data
40. Competition between Thomson and Reuters in the sale of earnings
estimates data has benefited institutional financial data users.
41. The proposed transaction will significantly increase
concentration among suppliers of earnings estimates data, eliminating
competition between the world's two largest suppliers of earnings
estimates data with broad, global, and historical coverage as well as
the two largest suppliers of estimates by datafeed. Thomson and Reuters
have a combined share of over 70% of the worldwide market for earnings
estimates data, and each is significantly larger than the third largest
supplier.
42. The proposed transaction will substantially increase the
likelihood that Thomson and Reuters will increase the price of earnings
estimates data to a significant number of institutional financial data
users. The combined firm likely would increase price both to
institutional financial data users to whom they sell estimates data
directly, either via data feed or as part of a financial data terminal
product sold by Thomson or Reuters, as well as to institutional
financial data users to whom Thomson and Reuters sell indirectly, via
resellers that offer financial data terminals in competition with
Thomson and Reuters. The combined firm would have the incentive and
ability to increase the cost of data sold to resellers, or to
discontinue such supply of estimates data altogether.
43. The response of other financial data providers will not prevent
or undo the competitive harm that will likely result from the proposed
merger. To the extent other providers rely on data acquired from
Thomson or Reuters, the combined firm would control the cost and
availability of such data. Responses by firms with independent access
to estimates data also would be unlikely to prevent or undo the
transaction's competitive harm. A significant number of institutional
financial data users regard the products of Thomson and Reuters as
their first and second choices when purchasing earnings estimates data,
and consider earnings estimates data offered by other financial data
providers to be distant third choices. An insufficient number of
institutional financial data users would switch to a competing earnings
estimates data product to defeat an anticompetitive price increase.
44. Entry into or expansion in the distribution of earnings
estimates data is difficult, time consuming, and costly. Firms entering
the market face significant barriers to timely entry, including the
difficulty and cost of replicating years or decades of historical data,
significant human and intellectual-property resources for standardizing
and verifying the data, and the effort and expense to establish the
requisite business relationships with hundreds of investment banks and
brokerage firms to collect the data. Therefore, entry or expansion by
any other firm will not be timely, likely, or sufficient to defeat an
anticompetitive price increase.
45. Without the effect of competition between Thomson and Reuters,
the combined firm will have a greater ability to exercise market power
by raising its prices for earnings estimates data to institutional
financial data users without risk of losing significant sales to
competitors.
46. The transaction will substantially lessen competition in the
distribution and sale of earnings estimates data in violation of
Section 7 of the Clayton Act. This is likely to lead to higher prices
and reduced quality for consumers of such data.
3. Aftermarket Research Reports
47. Competition between Thomson and Reuters in the distribution of
aftermarket research reports has benefited institutional financial data
users.
48. The proposed transaction will significantly increase
concentration in the distribution of aftermarket research reports.
Thomson and Reuters have a combined market share in excess of 90%, and
each is significantly larger than the third largest distributor of
aftermarket research reports.
49. The proposed transaction will substantially increase the
likelihood that Thomson and Reuters will increase the price of their
aftermarket research to a significant number of institutional financial
data users.
50. The responses of other financial data providers would not
prevent or undo the competitive harm that will likely result from the
proposed merger. Other firms lack the requisite relationships with
hundreds of investment banks and brokerage firms and a comprehensive
collection of research reports, which is both highly valued by
institutional financial data users and extremely costly to duplicate. A
significant number of financial data users regard the products
distributed by Thomson and Reuters as their first and second choices
when purchasing aftermarket research reports, and consider aftermarket
research report distribution offered by other financial data providers
to be distant third choices. An insufficient number of

[[Page 15200]]

institutional financial data users would switch to a competing
aftermarket research report distributor to defeat a price increase
imposed unilaterally by the merged firm.
51. Entry into or expansion in the distribution of aftermarket
research reports is difficult, time consuming, and costly. Emerging
firms would need to expend significant resources to attempt to
establish the business relationships with hundreds of investment banks
and brokerage firms necessary to obtain rights for distribution,
collect copies of thousands of existing reports of the contributors,
and establish the technological infrastructure for selling aftermarket
research reports. Therefore, entry or expansion by any other firm will
not be timely, likely, or sufficient to defeat an anticompetitive price
increase.
52. Without competition between Thomson and Reuters, the combined
firm will have a greater ability to exercise market power by raising
prices to institutional financial data users for whom Thomson and
Reuters are the only two sources of aggregated aftermarket research
report sale and distribution.
53. The transaction will substantially lessen competition in the
distribution and sale of aftermarket research reports in violation of
section 7 of the Clayton Act. This is likely to lead to higher prices
and reduced quality for consumers of such reports.

IV. Violations Alleged

54. The United States incorporates the allegations of paragraphs I
through 52 above.
55. The proposed acquisition of Reuters by Thomson would
substantially lessen competition in interstate trade and commerce in
violation of section 7 of the Clayton Act, 15 U.S.C. 18.
56. Unless restrained, the transaction will have the following
anticompetitive effects, among others:
a. actual and potential competition between Thomson and Reuters in
the distribution and sale of fundamentals data, earnings estimates
data, and aftermarket research reports will be eliminated;
b. competition generally in the sale of fundamentals data, earnings
estimates data, and aftermarket research reports will be substantially
lessened; and
c. prices for fundamentals data, earnings estimates data, and
aftermarket research reports likely will increase.

V. Request for Relief

57. The United States requests that this Court:
a. adjudge and decree the proposed acquisition to violate section 7
of the Clayton Act, 15 U.S.C. 18;
b. enjoin and restrain the Defendants and all persons acting on
their behalf from consummating the proposed acquisition or from
entering into or carrying out any contract, agreement, plan, or
understanding, the effect of which would be to combine Thomson with the
operations of Reuters;
c. award the United States its costs for this action; and
d. grant the United States such other and further relief as the
Court deems just and proper.
Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA:
Thomas O. Barnett,
Assistant Attorney General, D.C. Bar 426840.
James J. Tierney,
Chief, Networks and Technology, Enforcement Section, D.C. Bar
434610.
David L. Meyer,
Deputy Assistant Attorney General, D.C. Bar 414420.
Scott A. Scheele,
Assistant Chief, Networks and Technology, Enforcement Section, D.C. Bar
429061.
Patricia A. Brink,
Deputy Director of Operations.
Robert P. Malinke, N. Scott Sacks (D.C. Bar 913087), Mary
N. Strimel (D.C. Bar 455303), Aaron Comenetz (D.C. Bar
479572), Adam T. Severt, Ryan S. Struve (D.C. Bar
495406), Aaron G. Brodsky,
Attorneys, United States Department of Justice, Antitrust Division,
Networks and Technology Enforcement Section, 600 E. Street, NW., Suite
9500, Washington, DC 20530, (202) 307-6200.
Dated: February 19, 2008.

United States District Court for the District of Columbia United States
of America, Plaintiff, v. The Thomson Corporation and Reuters Group
PLC, Defendants.

Case: 1:08-cv-00262.
Assigned To: Hogan, Thomas F.
Assign. Date: 02/19/2008.
Description: Antitrust.

Final Judgment

Whereas, Plaintiff, United States of America, filed its Complaint
on February 19, 2008, and the United States and Defendant The Thomson
Corporation (``Thomson'') and Defendant Reuters Group PLC (``Reuters'')
(collectively ``Defendants''), by their respective attorneys, have
consented to the entry of this Final Judgment without trial or
adjudication of any issue of fact or law, and without this Final
Judgment constituting any evidence against or admission by any party
regarding any issue of fact or law;
And whereas, Defendants agree to be bound by the provisions of this
Final Judgment pending its approval by the Court;
And whereas, the essence of this Final Judgment is the prompt and
certain divestiture of certain rights or assets by the Defendants to
assure that competition is not substantially lessened;
And whereas, the United States requires Defendants to make certain
divestitures for the purpose of remedying the loss of competition
alleged in the Complaint;
And whereas, Defendants have represented to the United States that
the divestitures required below can and will be made and that
Defendants will later raise no claim of hardship or difficulty as
grounds for asking the Court to modify any of the divestiture
provisions contained below;
Now therefore, before any testimony is taken, without trial or
adjudication of any issue of fact or law, and upon consent of the
Defendants, it is ordered, adjudged and decreed:

1. Jurisdiction

This Court has jurisdiction over the subject matter of and each of
the Defendants 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. ``Acquirer(s)'' means the entity or entities to whom Defendants
divest the Divestiture Assets.
B. ``Reuters'' means defendant Reuters Group PLC, a United Kingdom
corporation with its headquarters in London, England, its successors
and assigns, and its subsidiaries, divisions, groups, affiliates,
partnerships and joint ventures, and their directors, officers,
managers, agents, and employees.
C. ``Thomson'' means defendant The Thomson Corporation, an Ontario,
Canada corporation with its headquarters in Stamford, Connecticut, its
successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships and joint ventures, and their directors,
officers, managers, agents, and employees.
D. ``Closing Date'' means the date on which the transfer of the
Thomson Fundamentals Divestiture Assets, the Reuters Estimates
Divestiture Assets, or the Reuters Aftermarket Research Divestiture
Assets, as applicable, has been completed as provided in the purchase
agreement between the divesting party and the Acquirer(s).

[[Page 15201]]

E. ``Divestiture Assets'' means the Thomson Fundamentals
Divestiture Assets, the Reuters Estimates Divestiture Assets, and the
Reuters Aftermarket Research Divestiture Assets, individually or
collectively as context may require.
F. ``Estimates'' mean predictions by sell-side and independent
analysts regarding the future financial performance of a company or
security, typically with respect to key earnings metrics such as annual
or quarterly earnings per share.
G. ``Aftermarket Research'' means reports prepared by sell-side and
independent analysts that include an analysis of a security, company,
or industry (including company-specific reports and industry-wide
reports) and that are no longer restricted (``embargoed'') as to
recipients by the authoring firm and are generally available for sale
to all interested purchasers.
H. ``Fundamentals'' means data pertaining to companies and their
financial performance, such as reportable financial statement data
(e.g., balance sheet, cash flow and income statements), calculated
financial ratios (e.g., annual and five-year averages for growth rates,
profitability, leverage, asset utilization), textual profile
information (e.g., address, identity of officers and directors), and
per share data (e.g., earnings per share, book value per share, cash
flow per share), that are derived from company filings and financial
statements.
I. ``Third-Party Owned Fundamentals'' means Fundamentals over which
a contributor maintains an intellectual property right.
J. ``Third-Party Owned Estimates'' means Estimates over which a
contributor maintains an intellectual property right.
K. ``Third-Party Owned Research'' means Aftermarket Research over
which a contributor maintains an intellectual property right.
L. ``Thomson Fundamentals Divestiture Assets'' means the tangible
and intangible assets described in Schedule I Paragraphs A, B and G.
M. ``Reuters Estimates Divestiture Assets'' means the tangible and
intangible assets described in Schedule I Paragraphs C, D and G.
N. ``Reuters Aftermarket Research Divestiture Assets'' means the
tangible and intangible assets described in Schedule I Paragraphs E, F
and G.
O. ``Direct Content Datafeeds'' means datafeeds delivered using FTP
(file transfer protocol), CD or DVD media, or other industry standard
technology, offering data within a discrete content set (i.e., Thomson
Fundamentals or Reuters Estimates), including such data delivered by or
through redistributors, where (i) the datafeed can be disaggregated
from other product(s) provided by the seller without causing
significant disruption to the customer's (or redistributor's)
operations; and (ii) the customer's (or redistributor's) contract for
the purchase of the datafeed allocates a price for such datafeed.

III. Applicability

A. This Final Judgment applies to Thomson and Reuters, 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 VI 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 acquirers of the assets divested pursuant to this
Final Judgment.

IV. Divestitures

A. Defendants are ordered and directed, within sixty (60) 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(s) 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 shall use their best efforts to
divest the Divestiture Assets as expeditiously as possible.
B. In accomplishing the divestitures ordered by this Final
Judgment, Defendants promptly shall make known, by usual and customary
means, the availability of the Divestiture Assets. Defendants shall
inform any person making inquiry regarding a possible purchase of the
Divestiture Assets that they are being divested pursuant to this Final
Judgment and provide that person with a copy of this Final Judgment.
Unless the United States otherwise consents in writing, Defendants
shall offer to furnish to all prospective Acquirers, subject to
customary confidentiality assurances, all financial, operational,
technical, and other 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 and the Monitoring Trustee at the
same time that such information is made available to any other person.
C. Defendants shall provide the Acquirer(s), the United States, and
the Monitoring Trustee information relating to the personnel involved
in the development, production, maintenance, and operation of the
Divestiture Assets, as described in Schedule 2, to enable the
Acquirer(s) to make offers of employment. Defendants shall permit
prospective Acquirers of the Divestiture Assets to have reasonable
access to personnel described in Schedule 2 and shall not interfere
with any negotiations by the Acquirer(s) to employ any such personnel.
With respect to any such personnel who receive an offer of employment
from the Acquirer(s), Defendants shall (1) Not prevent, prohibit or
restrict or threaten to prevent, prohibit or restrict such personnel
from being employed by the Acquirer(s) nor offer any incentive to
decline employment with the Acquirer(s); and (2) cooperate with the
Acquirer(s) in effecting the transfer of such personnel and amend or
waive any provisions of employment agreements, stock options or other
employee benefit arrangements so that such personnel do not suffer
adverse consequences as a result of their negotiations with or
acceptance of employment by the Acquirer(s).
D. For a period of eighteen (18) months from the filing of the
Complaint in this matter, Defendants shall not solicit to hire, or
hire, any individual described on Schedule 2 hired by the Acquirer(s),
unless such individual is terminated or laid off by the Acquirer(s), or
the Acquirer(s) agree that Defendants may solicit and employ that
individual.
E. Defendants shall warrant to the Acquirer(s) that the copies of
the Thomson Fundamentals Databases, Reuters Estimates Databases, and
Reuters Aftermarket Research Databases (as defined in Schedule 1)
provided as part of the Divestiture Assets are the complete, identical
database(s) as maintained by Defendants in the ordinary course of their
business, subject to any exclusion for third-party content as permitted
by this Final Judgment, and that such copies shall be in an industry-
standard format that allows the Acquirer(s) to access and use the data.
Defendants shall also warrant that all other Divestiture Assets,

[[Page 15202]]

including copies of software, documents, documentation and data, are
complete and accurate copies of the materials as maintained by the
Defendants in the ordinary course of their business.
F. Defendants shall not take any action that will impede in any way
the operation or divestiture of the Divestiture Assets or the operation
of any agreement(s) for transitional support services described in
section IV.K herein.
G. Unless the United States in its sole discretion provides written
consent, the Defendants shall not enter any new exclusive contribution
agreements with contributors of Estimates or Aftermarket Research, nor
expand the scope or degree of exclusivity of any existing such
exclusive contribution agreements, nor renew any such agreement for a
term that exceeds one (1) year duration, from the date of filing of
this Final Judgment until two (2) years after the date of entry of this
Final Judgment.
H. With respect to each investment bank or other contributor that,
as of the date of filing of the Complaint and pursuant to contract,
provides (1) Aftermarket Research; (2) Estimates; or (3) other third-
party contributor data used by Reuters to compile, produce, operate, or
maintain the Reuters Estimates Databases or the Reuters Aftermarket
Research Databases (as defined in Schedule 1), Defendants shall use
their best efforts (which obligation shall not require Defendants to
overcome commercially unreasonable refusals to consent to assignment)
to procure the assignment of such contract to the Acquirer(s) on or
before the Closing Date. In the case of any investment bank or other
contributor unwilling to consent to assignment or whose contract cannot
otherwise be assigned to an Acquirer on or before the Closing Date,
Defendants shall:
1. Assist the Acquirer(s) in reaching contribution agreements
directly with such investment bank or other contributor as promptly as
possible, including waiving any exclusivity provisions with such
investment bank or other contributor as needed; and
2. grant the Acquirer(s) redistribution rights to the contributed
content to the maximum extent allowable under the contributor's
contract with Reuters, assisting the Acquirer(s) to put into place any
arrangements for the Acquirer's redistribution of the contributed
content, including seeking all needed consents. Provided, however, that
Reuters may terminate such redistribution rights with respect to a
particular third party once the Acquirer concludes any arrangement for
the supply of the contributed content directly from that third party.
The Defendants' obligations pursuant to subparagraphs I and 2 above
shall cease at the earlier of: (1) The date on which the Acquirer(s) of
the Reuters Estimates Divestiture Assets and the Reuters Aftermarket
Research Divestiture Assets have contribution agreements with eighty
percent (80%) of the firms that provided Aftermarket Research and/or
Estimates to Reuters pursuant to contract as of the filing date of the
Complaint, twenty-two (22) of the twenty-five (25) contributors listed
on Schedule 3 (as to the Acquirer of the Reuters Estimates Divestiture
Assets), and twenty-two (22) of the twenty-five (25) contributors
listed on Schedule 4 (as to the Acquirer of the Reuters Aftermarket
Research Divestiture Assets); or (2) two (2) years after the date of
entry of this Final Judgment. The Defendants shall not charge the
Acquirer(s) for any redistribution rights pursuant to subparagraph 2
above, except that the Acquirer(s) shall pay any fee imposed by the
investment bank or other contributor for distribution of such content,
and the non-price terms of such redistribution arrangements shall be
consistent with the most favorable (to the redistributor) non-price
terms of Reuters' agreements with other redistributors of similar
content.
I. With respect to any contracts for the provision of Fundamentals
or other third-party contributor data that Thomson uses in the
compilation, production, operation, updating or maintenance of the
Thomson Fundamentals Databases as of the date of filing of the
Complaint, Defendants shall use their best efforts (which obligation
shall not require Defendants to overcome commercially unreasonable
refusals to consent to assignment) to procure the assignment of such
contracts to the Acquirer on or before the Closing Date. In the case of
any third party unwilling to consent to assignment or whose contract
cannot otherwise be assigned to an Acquirer on or before the Closing
Date, for a period of two years from the filing date of the Complaint,
Defendants shall:
1 . Assist the Acquirer in reaching a supply agreement directly
with such third party as promptly as possible, including waiving any
exclusivity provisions with such third party as needed; and
2. Grant the Acquirer redistribution rights to the contributed
content to the maximum extent allowable under the contributor's
contract with Thomson, assisting the Acquirer(s) to put into place any
arrangements for the Acquirer's redistribution of the contributed
content, including seeking all needed consents.
Provided, however, that Thomson may terminate such redistribution
rights with respect to a particular third party once the Acquirer
concludes any arrangement for the supply of the contributed content
directly from that, third party.
J. Defendants shall provide for delivery of contracts for the
contribution of Aftermarket Research, Estimates, and/or Fundamentals,
and for copies of Third-Party Owned Aftermarket Research, Estimates,
Fundamentals, or other third-party contributor data as described above
to the Acquirer(s) as follows:
1 . To the extent the necessary third party consents are obtained
on or before the Closing Date, the contracts and copies of contributed
content shall be delivered to the Acquirer(s) as part of the
Divestiture Assets;
2. To the extent the necessary third party consents are not
obtained on or before the Closing Date, Defendants shall preserve
copies of the contributed content for release to the Acquirer(s) upon
receipt of the necessary third party consents. Defendants' obligation
to preserve such copies shall terminate at the earlier of: (i) The date
that all preserved copies have been provided to the Acquirer(s); or
(ii) Defendants' satisfaction of their obligations pursuant to section
IV.H and IV.I of this Final Judgment; and
3. For each contributor from whom consent is obtained after the
Closing Date but before Defendants satisfy their obligations pursuant
to section IV.H and IV.I of this final judgment, defendants shall
deliver to the acquirer(s), the contributor contract, preserved copies
of the content and all intervening updates in machine readable form
necessary to bring the Acquirer's database current with respect to that
contributor.
K. At the option of the Acquirer(s), the Defendants shall enter
into a transitional support services agreement on customary and
commercially reasonable terms and conditions to be approved by the
United States in its sole discretion, for a period of up to twelve (12)
months from the Closing Date (and, in the case of the Thomson
Fundamentals Divestiture Assets or the Reuters Estimates Divestiture
Assets, at the option of the Acquirer(s), for one additional six (6)
month period). Such agreement(s) shall be designed to enable the
Acquirer(s) to compete effectively in the distribution of Fundamentals,
Estimates, or Aftermarket Research for financial data users,
specifically including institutional users, and shall

[[Page 15203]]

include, to the extent requested by the Acquirer(s):
1. Consulting and support services sufficient to give that Acquirer
a full understanding of the structure and content of all Fundamentals,
Estimates, and/or Aftermarket Research data divested to that Acquirer;
and
2. Regular updates to the Fundamentals, Estimates, and/or
Aftermarket Research data divested to that Acquirer, provided on the
same schedule and with the same timeliness, content, and quality as the
updates are provided to the Defendants' customers receiving Thomson
Fundamentals, Reuters Estimates, or Reuters Aftermarket Research,
respectively, subject to any redistribution restrictions on any such
updates imposed by any third party content owner.
L. Unless the United States otherwise consents in writing, the
divestiture(s) pursuant to Section IV or Section VI of this Final
Judgment shall include the entire Divestiture Assets, and shall be
accomplished in such a way as to satisfy the United States, in its sole
discretion, that the Divestiture Assets can and will be used by the
Acquirer(s) as part of a viable, ongoing business of the distribution
of Fundamentals, Estimates, or Aftermarket Research for financial data
users, specifically including institutional users. Divestiture of the
Divestiture Assets may be made to one or more Acquirers, provided that
in each instance it is demonstrated to the sole satisfaction of the
United States that the Divestiture Assets will remain viable and the
divestiture of such assets will remedy the competitive harm alleged in
the Complaint. The divestitures, whether pursuant to section IV or
section VI of this Final Judgment,
(1) Shall be made to an Acquirer(s) that, in the United States's
sole judgment, has the intent and capability (including the necessary
managerial, operational, technical and financial capability) of
competing effectively in the business of distribution of Fundamentals,
Estimates, or Aftermarket Research for financial data users,
specifically including institutional users; and
(2) Shall be accomplished so as to satisfy the United States, in
its sole discretion, that none of the terms of any agreement between an
Acquirer(s) and Defendants give Defendants the ability unreasonably to
raise the Acquirer's costs, to lower the Acquirer's efficiency, or
otherwise to interfere in the ability of the Acquirer to compete
effectively.

V. Appointment of Monitoring Trustee

A. Upon the filing of this Final Judgment, the United States may,
in its sole discretion and in good faith consultation with the European
Commission, appoint a Monitoring Trustee, subject to approval 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 Asset Preservation Stipulation and Order entered by this Court
and shall have such powers as this Court deems appropriate. Subject to
Section V.D of this Final Judgment, the Monitoring Trustee may hire at
the cost and expense of Thomson any consultants, accountants,
attorneys, or other persons, who shall be solely accountable to the
Monitoring Trustee, reasonably necessary in the Monitoring Trustee's
judgment.
C. 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.
D. The Monitoring Trustee shall serve at the cost and expense of
Thomson, on such terms and conditions as the United States approves.
The compensation of the Monitoring Trustee and any consultants,
accountants, attorneys, and other persons retained by the Monitoring
Trustee shall be on reasonable and customary terms commensurate with
the individuals' experience and responsibilities.
E. The Monitoring Trustee shall have no responsibility or
obligation for the operation of Defendants' businesses.
F. 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 Asset Preservation
Stipulation and Order. The Monitoring Trustee and any consultants,
accountants, attorneys, and other persons retained by the Monitoring
Trustee shall have full and complete access to the personnel, books,
records, and facilities relating to the Divestiture Assets, 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.
G. After its appointment, the Monitoring Trustee shall file monthly
reports with the United States and the Court setting forth the
Defendants' efforts to comply with their individual obligations under
this Final Judgment and under the Asset Preservation Stipulation and
Order. To the extent such reports contain information that the trustee
deems confidential, such reports shall not be filed in the public
docket of the Court.
H. The Monitoring Trustee shall serve until the divestiture of all
the Divestiture Assets is finalized pursuant to either section IV or
section VI of this Final Judgment and any agreement(s) for transitional
support services described in section IV.K herein have expired.

VI. 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 in good faith consultation with the European Commission
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(s)
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 and VI of this Final Judgment,
and shall have such other powers as this Court deems appropriate.
Subject to section VI.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.
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
VII. The

[[Page 15204]]

Divestiture Trustee shall serve at the cost and expense of Defendants,
on such terms and conditions as the United States approves, and shall
account for all monies derived from the sale of the assets sold by the
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 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.
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 persons 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. 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 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 contain 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.

VII. 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 and the Monitoring Trustee of any
proposed divestiture required by section IV or VI of this Final
Judgment. If the Divestiture Trustee is responsible, it shall similarly
notify Defendants and the Monitoring Trustee. The notice shall set
forth the details of the proposed divestiture and list the name,
address, and telephone number of each person not previously identified
who offered or expressed an interest in or desire to acquire any
ownership interest in the Divestiture Assets, together with full
details of the same.
B. Within fifteen (15) calendar days of receipt by the United
States of such notice, the United States may request from Defendants,
the proposed Acquirer(s), any other third party, or the Divestiture
Trustee, if applicable, additional information concerning the proposed
divestiture, the proposed Acquirer(s), 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 Defendants 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(s), 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 VI.C of this Final Judgment. Absent written
notice that the United States does not object to the proposed
Acquirer(s) or upon objection by the United States, a divestiture
proposed under section IV or section VI shall not be consummated. Upon
objection by Defendants under section VI.C, a divestiture proposed
under section VI shall not be consummated unless approved by the Court.

VIII. Financing

Defendants shall not finance all or any part of any purchase made
pursuant to Section IV or VI of this Final Judgment.

IX. Preservation of Assets

Until the divestiture required by this Final Judgment has been
accomplished, Defendants shall take all steps necessary to comply with
the Asset Preservation Stipulation and Order entered by this Court.
Defendants shall take no action that would jeopardize the divestiture
ordered by this Court.

X. 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 VI, defendants
shall deliver to the United States and the monitoring trustee an
affidavit as to the fact and manner of its compliance with section IV
or VI 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

[[Page 15205]]

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 and the
Monitoring Trustee 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 IX of this Final Judgment.
Defendants shall deliver to the United States and the Monitoring
Trustee 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.

XI. Compliance Inspection

A. For the purposes of determining or securing compliance with this
Final Judgment, or of determining whether the Final Judgment should be
modified or vacated, and subject to any legally recognized privilege,
from time to time authorized representatives of the United States
Department of Justice, including consultants and other persons retained
by the United States, shall, upon written request of an authorized
representative of the Assistant Attorney General in charge of the
Antitrust Division, and on reasonable notice to Defendants, be
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)(7) of the Federal
Rules of Civil Procedure, and Defendants mark each pertinent page of
such material, ``Subject to claim of protection under Rule 26(c)(7) of
the Federal Rules of Civil Procedure,'' then the United States shall
give Defendants ten (10) calendar days notice prior to divulging such
material in any legal proceeding (other than a grand jury proceeding).

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 (10) years from the date of its entry.

XV. Public Interest Determination

Entry of this Final Judgment is in the public interest. The
Defendants have complied with the requirements of the Antitrust
Procedures and Penalties Act, 15 U.S.C. Sec. 16, including making
copies available to the public of this Final Judgment, the Competitive
Impact Statement, and any comments thereon and the United States'
responses to comments. Based upon the record before the Court, which
includes the Competitive Impact Statement and any comments and response
to comments filed with the Court, entry of this Final Judgment is in
the public interest.
Court approval subject to procedures of Antitrust Procedures and
Penalties Act, 15 U.S.C. 16.
Dated:
United States District Judge.

Schedule 1--Description of Divestiture Assets

A. The Thomson Fundamentals Divestiture Assets means copies of all
master source Fundamentals databases used in, or in the production of
Thomson's Fundamentals products, comprising the complete electronic
collection of ``as reported'' Fundamentals that Thomson uses for the
``Enterprise FX'' product and the complete electronic collection of
``standardized'' Fundamentals that Thomson uses for the ``Worldscope
File2'' product (individually and collectively, the ``Fundamentals
Databases''), and all tangible and intangible assets (or separable
portions thereof) that Thomson uses in the compilation, production,
operation, updating, or maintenance of the Fundamentals Databases,
subject to the exclusions in Paragraphs B and G below, including:
1. A copy of the Fundamentals Databases, including any Third-Party
Owned Fundamentals for which any requisite consents are obtained;
2. A copy (including any third-party owned data or materials for
which any requisite consents are obtained) of all data, source
documents, and other documentary materials used, and all database
annotations made, by Thomson in the collection, aggregation,
normalization, standardization, updating, indexing, or tagging of the
Fundamentals Databases, current as of the Closing Date;
3. A perpetual, worldwide, assignable, sublicensable, transferable,
royalty-free, non-exclusive license to market, distribute, and prepare
derivative works of the Fundamentals Databases, data and documentary
materials described in sub-paragraphs A.I and A.2 above (and to
manufacture, reproduce, and have reproduced such derivative works),
subject to the third-party consents described therein, without further
compensation to Thomson and without any restriction other than those
permitted in Paragraph B.5 below;
4. A perpetual, worldwide, assignable, sublicensable, transferable,
royalty free, nonexclusive license of all intellectual property rights,
formulations, specifications, trade secrets, know-how, and technical
information embodied in

[[Page 15206]]

the Fundamentals Databases or used in their compilation, production,
operation, updating, or maintenance, subject to the third-party
consents described above;
5. Copies of and a perpetual, worldwide, assignable, non-
licensable, transferable, royalty-free, non-exclusive license to use
and to prepare derivative works of (and to manufacture, reproduce, or
have reproduced such derivative works) all training and other manuals,
workflow documents, business processes, data definitions, and
instructions used by Thomson in connection with the above-described
databases, including all business logic used to map between ``as
reported'' and ``standardized'' data, including a guide to standardized
data definitions;
6. At the option of the Acquirer, copies of and a perpetual,
worldwide, assignable, non-licensable, transferable, royalty-free, non-
exclusive license to use and to prepare derivative works of (and to
manufacture, reproduce, or have reproduced such derivative works) the
following software (including source code and all documentation
relating thereto):
i. All software used to compile, produce, operate, update, or
maintain the Fundamentals Databases, including without limitation (a)
software for collection, aggregation, normalization, standardization,
updating, indexing, or tagging of Fundamentals, and (b) software
providing ``click-through'' functionality to access the source
documents underlying the Thomson Fundamentals Databases; and
ii. Any improvements, research or developments regarding the
software described in Paragraph 6(i) above in existence at any time
between January 1, 2007 and the Closing Date;
7. To the extent assignable, all Thomson customer contracts or
assignable portions thereof for Direct Content Datafeed delivery of
Fundamentals, including any contracts for delivery to clients by or
through redistributors; and
8. To the extent assignable as set forth in Section IV.I of the
Final Judgment, all contracts for the supply to Thomson of Fundamentals
or other third-party contributor data (including industry standard
symbology such as CUSIP, SEDOL, classification codes such as ICB sector
codes, price and corporate action data, ADR information and currency
exchange rates) that Thomson uses in the compilation, production,
operation, updating, or maintenance of the Fundamentals Databases.
B. Exclusions: The Thomson Fundamentals Divestiture Assets do not
include:
1. Any commercially available hardware or software (including any
superseded hardware or software for which more recent compatible
versions are available), except to the extent of custom software
modifications made by or for Thomson;
2. Any Thomson trademarks, service marks or brands or any licenses
thereto (including without limitation any rights to use the names
``Thomson'' or ``Worldscope,'' alone or in connection with any of the
Thomson Fundamentals Divestiture Assets); 3. any proprietary
identification systems of Thomson that are used to produce non-
Worldscope offerings and that are not necessary to the compilation,
production, operation, updating, or maintenance of the Fundamentals
Databases;
4. Any customer contracts other than those assigned pursuant to
Paragraph A.7 above, any customer lists, or any customer account
information except as needed to effectuate the assignment of contracts
described in Paragraph A.7 above; and
5. Where Thomson uses any formulation, specification, trade secret,
software program, patent, or source data (other than the contents of
the Fundamentals Databases) described above substantially in the
production or distribution of offering(s) other than Worldscope or
Enterprise FX, Defendants may limit the Acquirer's transferable license
to use of such intellectual property solely in activities relating to
the field of Fundamentals data.
C. The Reuters Estimates Divestiture Assets means copies of all
master source Estimates databases used in, or in the production of
Reuters Estimates offerings, comprising the complete collection of
``detailed'' and ``consensus'' Estimates as included in the Reuters
Knowledge Direct--Estimates product (individually and collectively, the
``Estimates Databases''), and all tangible and intangible assets (or
separable portions thereof) that Reuters uses in the compilation,
production, operation, updating, or maintenance of the Estimates
Databases, subject to the exclusions in Paragraphs D and G below,
including:
1. A copy of the Estimates Databases, including any Third-Party
Owned Estimates for which any requisite consents are obtained;
2. A copy (including any third-party owned data or material for
which any requisite consents are obtained) of all data, notes and other
documentary material and source documents (as such source documents are
used and maintained in the ordinary course of business in' connection
with the Estimates Databases) used, and all database annotations made,
by Reuters in the aggregation, verification, annotation,
standardization, updating, indexing or tagging of Estimates, current as
of the Closing Date, such as data relating to inclusions/exclusions of
Estimates from consensus values, accounting treatments of particular
earnings or charges, and collection practices, current as of the
Closing Date;
3. A perpetual, worldwide, assignable, sublicensable, transferable,
royalty-free, non-exclusive license to market, distribute, and prepare
derivative works of the Estimates Databases, data and documentation
described in Paragraphs C.I and C.2 (and to manufacture, reproduce, and
have reproduced such derivative works), subject to the third-party
consents described therein, without further compensation to Reuters and
without any restriction other than those permitted in Paragraph D.6
below;
4. A perpetual, worldwide, assignable, sublicensable, transferable,
royalty free, non-exclusive license of all intellectual property
rights, formulations, specifications, trade secrets, know-how, and
technical information embodied in the Estimates Databases or used in
their compilation, production, operation, updating, or maintenance,
subject to the third-party consents described above;
5. Copies of and a perpetual, worldwide, assignable, non-
licensable, transferable, royalty-free, non-exclusive license to use
and to prepare derivative works of (and to manufacture, reproduce, or
have reproduced such derivative works) all training and other manuals,
workflow documents, business processes, data definitions, and
instructions used by Reuters in connection with the Estimates
Databases, including all information and processes used to calculate
consensus estimates;
6. At the option of the Acquirer, copies of and a perpetual,
worldwide, assignable, non licensable, transferable, royalty-free, non-
exclusive license to use and to prepare derivative works of (and to
manufacture, reproduce, or have reproduced such derivative works) the
following software (including source code and all documentation
relating thereto):
i. All software used to compile, produce, operate, update, or
maintain the Estimates Databases, including without limitation,
software for collection, aggregation, verification, annotation,
standardization, updating, indexing or tagging of Estimates (including
the software components used to implement contributor permissioning of
detailed estimates); and

[[Page 15207]]

ii. Any improvements, research or developments regarding the
software described in Paragraph 5(i) above in existence at any time
between January 1, 2007 and the Closing Date;
7. To the extent assignable, all Reuters customer contracts or
assignable portions thereof for Direct Content Datafeed delivery of
Estimates, including any contracts for delivery to clients by or
through redistributors; and
8. To the extent assignable as set forth in Section IV.H of the
Final Judgment, all contracts for the supply of Estimates or other
third-party contributor data (including corporate actions and currency
exchange rates) used by Reuters in the compilation, production,
operation, updating, or maintenance of the Estimates Databases.
D. Exclusions: The Reuters Estimates Divestiture Assets do not
include:
1. Any commercially-available hardware or software (including any
superseded hardware or software for which more recent compatible
versions are available), except to the extent of custom software
modifications made by or for Reuters;
2. Any Reuters trademarks, service marks or brands or any licenses
thereto (including without limitation any rights to use the names
``Reuters'' or ``Multex,'' alone or in connection with any of the
Reuters Estimates Divestiture Assets);
3. Any Reuters Instrument Codes or license(s) to use or distribute
such codes, or any other proprietary identification systems of Reuters
that are used to produce Reuters offerings other than Reuters Knowledge
Direct--Estimates and that are not necessary to the compilation,
production, operation, updating, or maintenance of the Estimates
Databases;
4. Any customer contracts, except those assigned pursuant to
Paragraph C.7 above;
5. Customer lists or customer account information, except as needed
to effectuate the assignment of contracts described in Paragraph C.7
above;
6. Where Reuters uses any formulation, specification, trade secret,
software program, patent, or source data (other than the contents of
the Estimates Databases) described above substantially in the
production or distribution of offering(s) other than the Estimates
Databases, Defendants may limit the Acquirer's transferable license to
use of such intellectual property solely in activities relating to the
field of Estimates data.
E. The Reuters Aftermarket Research Divestiture Assets means copies
of all master source databases containing Aftermarket Research used in,
or in the production of Reuters Aftermarket Research offerings,
comprising the complete collection of Aftermarket Research as included
in the Reuters Knowledge product, but excluding any research reports in
such databases which' Reuters is not licensed to sell as Aftermarket
Research (individually and collectively, the ``Aftermarket Research
Databases''), and all tangible and intangible assets (or separable
portions thereof) that Reuters uses in the compilation, production,
operation, updating, or maintenance of the Aftermarket Research
Databases, subject to the exclusions in Paragraphs F and G below,
including:
1. A copy of the Aftermarket Research Databases, including any
Third-Party Owned Aftermarket Research for which any requisite consents
are obtained, and including any Aftermarket Research described in
Schedule 5 for which the Acquirer agrees to the most favorable (to the
redistributor) terms, including royalty rate, then provided by the
owner of such Aftermarket Research to any other redistributor as of the
Closing Date;
2. A copy (including any third-party owned data or material for
which any requisite consents are obtained) of all data and other
documentary material used, and all database annotations made, by
Reuters in the collection, aggregation, normalization, standardization,
updating, indexing or tagging of Aftermarket Research, including all
data (subject to any requisite third-party consents) used to implement
``embargo'' periods, to block certain classes of users from accessing
certain subsets of Aftermarket Research, or for purchase tracking,
reporting and billing;
3. A perpetual, worldwide, assignable, sublicensable, transferable,
royalty-free, non-exclusive license to market, distribute, and prepare
derivative works of the Aftermarket Research Databases, data and
documentation described in Paragraphs E.1 and E.2 (and to manufacture,
reproduce, and have reproduced such derivative works), subject to the
third-party consents described therein and any agreement(s) described
in Paragraph E. I above, without further compensation to Reuters and
without any restriction other than as agreed to in Paragraph E.1 above
or permitted in Paragraph F.5 below;
4. A perpetual, worldwide, assignable, sublicensable, transferable,
royalty free, non-exclusive license of all intellectual property
rights, formulations, specifications, trade secrets, know-how, and
technical information embodied in the Aftermarket Research Databases or
used in their compilation, production, operation, updating, or
maintenance, subject to the third-party consents described above;
5. Copies of and a perpetual, worldwide, assignable, non-
licensable, transferable, royalty-free, non-exclusive license to use
and to prepare derivative works of (and to-manufacture, reproduce, or
have reproduced such derivative works) all training and other manuals,
workflow documents, business processes, data definitions, and
instructions used by Reuters in connection with the Aftermarket
Research Databases; and
6. At the option of the Acquirer, copies of and a perpetual,
worldwide, assignable, non-licensable, transferable, royalty-free, non-
exclusive license to use and to prepare derivative works of (and to
manufacture, reproduce, or have reproduced such derivative works) the
following software (including source code and all documentation
relating thereto):
i. All software used to compile, produce, operate, update, or
maintain the Aftermarket Research Databases, including without
limitation software for collection, aggregation, normalization,
standardization, updating, indexing, or tagging of Aftermarket Research
(including any software component used to implement ``embargo''
periods, to block certain classes of users from accessing certain
subsets of Aftermarket Research, or for purchase tracking, reporting
and billing), and
ii. Any improvements, research or developments regarding the
software described in subparagraph 6(i) above in existence at any time
between January 1, 2007 and the Closing Date;
7. To the extent assignable as set forth in Section N.H of the
Final Judgment, all contracts for the supply of Aftermarket Research
used by Reuters in the compilation, production, operation, updating, or
maintenance of the Aftermarket Research databases; and
8. A license to redistribute updates, additions, or future versions
of any Aftermarket Research described in Schedule 5, on the most
favorable (to the redistributor) terms, including royalty rate, then
provided by the owner of such Aftermarket Research to any other
redistributor as of the Closing Date.
F. Exclusions: The Reuters Aftermarket Research Divestiture Assets
do not include:
1. Any commercially-available hardware or software (including any
superseded hardware or software for which more recent compatible
versions are available), except to the extent of custom software
modifications made by or for Reuters;

[[Page 15208]]

2. Any Reuters trademarks, service marks or brands or any licenses
thereto (including without limitation any rights to use the names
``Reuters'' or ``Multex,'' alone or in connection with any of the
Reuters Aftermarket Research Divestiture Assets);
3. Any Reuters Instrument Codes or license(s) to use or distribute
such codes or any other proprietary identification systems of Reuters
that are used to produce Reuters offerings other than Aftermarket
Research and that are not necessary to the compilation, production,
operation, updating, or maintenance of the Aftermarket Research
Databases;
4. Customer contracts, customer lists, or customer account
information other than (i) information about contributors' embargo
periods and billing arrangements as described in Paragraph E.2 above or
(ii) information needed to effectuate the assignment of contracts in
E.7 above; and
5. Where Reuters uses any formulation, specification, trade secret,
software program, patent, or source data (other than the contents of
the Aftermarket Research Database) described above substantially in the
production or distribution of offering(s) other than Aftermarket
Research, Defendants may limit the Acquirer's transferable license to
use of such intellectual property solely in activities relating to the
field of Aftermarket Research.
G. General Exclusions: The Divestiture Assets do not include:
1. Land and buildings;
2. Goodwill;
3. Advertising materials;
4. Backup or archival copies of software, data or documents to the
extent they duplicate the materials being delivered to the relevant
Acquirer(s) pursuant to Paragraphs A, C or E;
5. Personnel other than such employees described in Schedule 2; and
6. Any obligation to support or maintain any software or other
intellectual property transferred to the Acquirer except as set forth
herein or in any agreement for transitional services described in
Section IV of the Final Judgment or in the Asset Preservation
Stipulation and Order entered by this Court.
H. For the avoidance of doubt, the parties shall not be required to
divest any desktop product, including RMDS, ThomsonOnc, Thomson
Datastream, Reuters Knowledge desktop interface, or Reuters 3000Xtra,
except any component thereof to the limited extent, if any, that such
component is included in the definition of Divestiture Assets, in which
case such component(s) shall be subject to Paragraphs B.5, D.6, and
F.5, as applicable.

Schedule 2.--Key Personnel
------------------------------------------------------------------------
Role Description of role Location (number)
------------------------------------------------------------------------
1. FUNDAMENTALS [REDACTED]
------------------------------------------------------------------------

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

------------------------------------------------------------------------
2. RESEARCH AND ESTIMATES [REDACTED]
------------------------------------------------------------------------

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

Additional Personnel
--------------------------------------------------------------------------------------------------------------------------------------------------------
Bangalore Manila Cardiff Other Total
--------------------------------------------------------------------------------------------------------------------------------------------------------
1. FUNDAMENTALS [REDACTED]
--------------------------------------------------------------------------------------------------------------------------------------------------------

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

[[Page 15209]]

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

Total
--------------------------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------
Role Description of role Location (number)
------------------------------------------------------------------------
2. ESTIMATES [REDACTED]
------------------------------------------------------------------------

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

Schedule 3

1
2
3
4
5
6
7
8
9
10
11
12
13 [REDACTED]
14
15
16
17
18
19
20
21
22
23
24
25

Schedule 4

1
2
3
4
5
6
7
8
9
10
11
12
13 [REDACTED]
14
15
16
17
18
19
20
21
22
23
24
25

Schedule 5

Lipper Fact Sheets
Lipper Mutual Fund Research
Lipper Hedge Fund Research
Reuters Company Research
Reuters Investment Profiles
StockVal Research Reports\*\

\*\ Discontinued in 2005.

United States District Court for the District of Columbia

United States of America, Plaintiff, v. The Thomson Corporation and
Reuters Group PLC, Defendants.
Case No.:

Competitive Impact Statement

Plaintiff United States of America, pursuant to section 2(b) of the
Antitrust Procedures and Penalties Act (``APPA'' or ``Tunney Act''), 15
U.S.C. 16(b)-(h), files this Competitive Impact Statement relating to
the proposed Final Judgment submitted for entry in this civil antitrust
proceeding.

I. Nature and Purpose of the Proceeding

Defendant The Thomson Corporation (``Thomson'') and Defendant
Reuters Group PLC (``Reuters'') entered into a dual-listing agreement,
dated May 15, 2007, pursuant to which Thomson will control
approximately 70% of the combined businesses. The United States filed a
civil antitrust Complaint on February 19, 2008, seeking to enjoin the
proposed acquisition. The Complaint alleges that the likely effect of
this acquisition would be to lessen competition substantially for the
distribution and sale of: (1) Fundamentals data; (2) earnings estimates
data; and (3) aftermarket research reports in violation of Section 7 of
the Clayton Act, 15 U.S.C. 18. This loss of competition likely would
result in increased prices for customers.
At the same time the Complaint was filed, the United States also
filed an Asset Preservation Stipulation and Order (``Stipulation'') and
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, Defendants are required
to divest copies of Thomson's fundamentals database, Reuters' earnings
estimates database, and Reuters' aftermarket research reports and all
associated tangible and intangible assets necessary to operate and
distribute the databases in a competitive manner (hereafter the
``Divestiture Assets''). Under the terms of the Stipulation, Defendants
will take steps to ensure that the Divestiture Assets are preserved,
maintained and operated as economically viable and ongoing competitive
businesses.
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.

[[Page 15210]]

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

A. The Defendants and the Proposed Transaction

Thomson and Reuters are information services companies with a
substantial presence in the distribution and sale of financial data,
software, and associated services to financial professionals. Thomson
is a Canadian corporation with its principal place of business in
Stamford, Connecticut--Of Thomson's 2007 annual revenue of $7.3
billion, $2.2 billion came from the collection and distribution of a
wide variety of financial data including securities prices, company
profile and financial information (known as ``fundamentals''),
financial news, earnings estimates, analyst research, and economic
data. Thomson's leading brands include Thomson ONE terminals, FirstCall
estimates and research, IIB/E/S estimates, and Worldscope fundamentals.
Thomson has operations in all of the World's major markets and has
customers around the globe.
Reuters is a British public limited company with its principal
place of business in London, England. Though Reuters is best known to
consumers through its global media brand, $3.6 billion of the
approximately $3.9 billion annual revenue through September 30, 2007,
came from the sale of financial data products, services, and software.
Like Thomson, Reuters collects and aggregates a broad range of
financial and economic data, including fundamentals data, earnings
estimates data, and aftermarket research reports. Reuters' major brands
include its 3000 Xtra, Trader, and Station terminals; Reuters Market
Data System software for disseminating data feeds throughout
enterprises; Reuters Fundamentals (formerly Multex Fundamentals); and
Reuters Estimates (formerly Multex Estimates). Reuters has operations
and significant revenues in all major markets around the world.
The proposed transaction, as initially agreed by Defendants on May
15, 2007, would lessen competition substantially in the markets for
fundamentals data, earnings estimates data, and aftermarket research
reports. This acquisition is the subject of the Complaint and proposed
Final Judgment filed by the United States on February 19, 2008.

B. The Competitive Effects of the Transaction on the Relevant Markets
for Fundamentals Data, Earnings Estimates Data, and Aftermarket
Research Reports

1. Financial Data
Investment managers, investment bankers, traders, corporate
managers, and others (``institutional financial data users'') use
financial data to support investment decisions and to provide advice to
their firms or clients. These data include relevant news information,
pricing information on various types of investment vehicles, and
descriptive and predictive data about individual companies, market
sectors, and the economy. Although some financial information, such as
delayed stock prices and basic news, is available for no charge on
public web sites, most institutional financial data users need, and are
willing to pay for, higher quality data such as real-time securities
prices, real-time standardized earnings estimates, comprehensive and
error-checked fundamentals data, pricing data for fixed-income
securities, financial, analytic tools, and proprietary news and
analysis.
Financial data firms such as Thomson and Reuters deliver financial
data and other products to their institutional financial data users
through a variety of distribution channels. The largest is the so-
called ``terminals'' channel, whereby financial data providers package
a number of different types of financial data, such as quotes and
prices for a variety of financial instruments, fundamentals data,
earnings estimates data, macroeconomic data, and real-time and
aftermarket research: reports, as well as news, charting, and other
analytic tools--These types of financial data, analytic tools, and
news, sold in a variety of packaged configurations with optional
content and features, are delivered through customized graphical user
interfaces to institutional financial data users' desktop computers:
These products are sold by subscription, generally on a per-user or
enterprise basis, with pricing generally based on a single price for
the bundled products and separately priced optional additions.
Financial data providers like Thomson and Reuters also deliver
financial data through electronic data feeds. Some such feeds are sold
directly to institutional financial data users, allowing those users to
assemble their own package of financial data, analytic tools, and news;
integrate the data with its own applications; and distribute the data
within its own organization to users' desktops. Feeds are also sold on
a wholesale basis to third parties, along with redistribution rights
allowing those firms to distribute the data to their own terminal or
internet-based customers. Thomson and Reuters have competed to
redistribute such data to third party providers of financial data
terminals to institutional financial data users; These third party
providers of financial data terminals rely on access to certain types
of financial data, for which Thomson or Reuters are the principal
providers.
2. Relevant Product Markets
The Complaint alleges that the combination of Thomson and
Reuters,--as initially agreed to by Defendants, would cause competitive
harm in the markets for the distribution and sale of fundamentals data,
earnings estimates data, and aftermarket research reports.
a. Fundamentals Data
Fundamentals are data concerning the financial performance and
other attributes of companies, including information from financial
statements, calculated financial ratios, per share data, product
information, and company profile data. Fundamentals data can pertain to
both publicly traded or privately held companies and both U.S. and
foreign companies. Financial data providers produce their fundamentals
data by harvesting ``as reported'' information from the financial
statements of thousands of companies and inputting the information in a
database. The as-reported financial data then undergo processes of
``normalization'' into a consistent language and format, and
``standardization'' to a common accounting convention so that
institutional financial data users can compare companies across
currencies, geographies, and accounting standards. Financial data
providers add additional value by combining the company data with share
data from stock exchanges, calculating a variety of financial ratios,
error-checking the data, and maintaining electronic distribution
systems to reach subscribers.
Institutional financial data users place significant value on
fundamentals data that is available for a long time period using a
consistent methodology. Many financial analysts and designers of
electronic trading programs (sometimes known as ``algorithmic
traders'') use statistical methods to decide when to buy or sell
securities. Such institutional financial data users rely on the
availability of many years of uniformly calculated, error-checked
fundamentals data with which to develop and test their statistical
models.
Fundamentals data constitute a relevant antitrust market under
section

[[Page 15211]]

7 of the Clayton Act. A hypothetical monopolist of fundamentals data
would be able to impose a small but significant, non-transitory
increase in price without losing sufficient sales to make the price
increase unprofitable.
b. Earnings Estimates Data
An earnings estimate is a prediction of a company's earnings, often
expressed in terms of quarterly or yearly earnings per share. Financial
data providers collect earnings estimates from broker reports on an
ongoing basis. Collecting earnings estimates data involves obtaining
the research reports from a wide range of brokerage houses and other
financial institutions. Some firms maintain databases of published
earnings estimates going back years or decades. Errors in the data are
corrected, and as-reported data is normalized according to common
accounting conventions. Financial data providers also calculate various
consensus estimates across industries or sectors. These functions add
significant value.
Institutional financial data users use earnings estimates data when
they decide whether to trade or invest in individual securities. Some
institutional financial data users use historical earnings estimates
data to evaluate investment strategies. For example, an analyst with a
quantitative model for evaluating stock investments may back-test the
proposed model with ten years of earnings history data to determine
whether the model would have accurately predicted past price movements.
The distribution and sale of earnings estimates data is a relevant
antitrust market under Section 7 of the Clayton Act. A hypothetical
monopolist in the distribution of earnings estimates data would be able
to impose a small but significant, non-transitory increase in price
without losing sufficient sales to make the price increase
unprofitable.
c. Aftermarket Research Reports
Research reports are detailed research documents prepared by
analysts at investment banks and brokerage firms which evaluate the
prospects of specific securities. These reports explain analysts'
opinions and include financial projections, such as the company's
projected earnings per share of stock at the end of the company's next
fiscal quarter.
A financial institution typically provides research reports to its
customers immediately, so that customers can use the research in
trading--Such customers may obtain reports through a financial data
terminal, by email, or from authorized password-protected websites.
Later, after an embargo period of days or weeks, banks and brokerages
typically allow their reports to be released, sometimes for a fee, to
other third parties.
Financial data providers aggregate and distribute research reports
from hundreds of investment banks and brokerages, distribute them in
real-time to entitled customers of the authoring investment banks and
brokerages upon publication, and offer to sell them to other third
parties once they are no longer embargoed (i.e., in the
``aftermarket''). As relevant here, in order to provide their
aftermarket research distribution services, financial data providers
have developed infrastructure including a database of the reports and
an electronic distribution system. These finis also create and maintain
indices, tables of contents, and search tools so that third parties
interested in purchasing research in the aftermarket can locate and
compare the research reports available for purchase without having to
contact individual banks and brokerages.
The distribution and sale of aftermarket research reports
constitutes a relevant antitrust market under section 7 of the Clayton
Act. A hypothetical monopolist in the distribution and sale of such
reports would be able to impose a small but significant, non-transitory
increase in price without losing sufficient sales to make the price
increase unprofitable.
3. Relevant Geographic Market
Fundamentals data, earnings estimates data, and aftermarket
research reports are purchased and sold throughout the world by firms
that offer their products on a global basis. The world constitutes a
relevant geographic market for the distribution and sale of
fundamentals data, earnings estimates data, and aftermarket research
reports.
4. Anticompetitive Effects
a. Fundamentals Data
Defendants are two of the world's top four providers of
fundamentals data. Their products, Thomson Worldscope and Reuters
Fundamentals, are highly regarded and well-accepted among institutional
financial data users, including investment bankers, traders, money
managers, and corporate managers. For institutional financial data
users who require global coverage and significant historical content,
Thomson's and Reuters' fundamentals products are each others' closest
competitive substitutes. The loss of head-to-head competition between
Thomson and Reuters will make it likely that Thomson will unilaterally
increase the price of fundamentals data. The combined firm likely would
increase price both to institutional financial data users to whom they
sell fundamentals data directly, either via data feed or as part of a
financial data terminal product sold by Thomson or Reuters, as well as
to institutional financial data users to whom Thomson and Reuters sell
indirectly, via resellers that offer financial data terminals in
competition with Thomson and Reuters. The combined firm would have the
incentive and ability to increase the cost of data sold to resellers,
or to discontinue such supply of fundamentals data altogether.
The response of other financial data providers will not prevent or
undo the competitive harm that will likely result from the proposed
merger. To the extent other providers rely on fundamentals data
acquired from Thomson or Reuters, the combined firm would control the
cost and availability of such data. Responses by firms with independent
access to fundamentals data also would be unlikely to prevent or undo
the transaction's competitive share. A significant number of
institutional financial data users regard the products of Thomson and
Reuters as their first and second choices when purchasing fundamentals
data, and consider fundamentals data products offered by other
financial data providers to be distant third choices. An insufficient
number of institutional financial data users would switch to a
competing fundamentals data product to defeat a price increase imposed
unilaterally by the merged firm. Nor would entry or expansion by other
financial data providers be sufficient to defeat the likely
anticompetitive effects of Thomson's proposed acquisition of Reuters
because entry into the market for fundamentals data is difficult, time
consuming and costly.
Thomson and Reuters currently constrain each others' prices in the
market for fundamentals data, and the elimination of competition
between them will cause competitive harm in the form of an increased
likelihood of higher prices and reduced quality for fundamentals data
in violation of section 7 of the Clayton Act.
b. Earnings Estimates Data
Defendants are two of the three largest suppliers of earnings
estimates data in the world, with a combined market share in excess of
70%. Moreover, for institutional financial data users that require
earnings estimates data with broad, global, and historical coverage,

[[Page 15212]]

Defendants' earnings estimates products are each others' closest
competitive substitutes. The loss of head-to-head competition between
Thomson and Reuters will make it likely that Thomson will unilaterally
increase the price of earnings estimates data. The combined firm likely
would increase the price of earnings estimates data both to
institutional financial data users to whom they sell estimates data
directly, either via data feed or as part of a financial data terminal
product sold by Thomson or Reuters, as well as to institutional
financial data users to whom Thomson and Reuters sell indirectly, via
resellers that offer financial data terminals in competition with
Thomson and Reuters. The combined firm would have the incentive and
ability to increase the cost of data sold to resellers, or to
discontinue such supply of earnings estimates data altogether.
The response of other financial data providers will not prevent or
undo the competitive harm that will likely result from the proposed
merger. To the extent other financial data providers rely on earnings
estimates data acquired from Thomson or Reuters, the combined firm
would control the cost and availability of such data. Responses by
firms with independent access to earnings estimates data also would be
unlikely to prevent or undo the transaction's competitive harm. A
significant number of institutional financial data users regard the
products of Thomson and Reuters as their first and second choices when
purchasing earnings estimates data, and consider earnings estimates
data offered by other financial data providers to be distant third
choices. An insufficient number of institutional financial data users
would switch to a competing earnings estimates data product to defeat
an anticompetitive price increase. Nor would entry or expansion by
other financial data providers be sufficient to defeat the likely
anticompetitive effects of Thomson's proposed acquisition of Reuters
because entry into the market for earnings estimates data is difficult,
time consuming and costly.
Thomson and Reuters currently constrain each others' prices in the
market for earnings estimates data, and the elimination of competition
between them will cause competitive harm in the form of an increased
likelihood of higher prices and reduced quality for earnings estimates
data in violation of section 7 of the Clayton Act.
c. Aftermarket Research Reports
Defendants are the number one and two distributors of aftermarket
research reports in the world, with a combined market share in excess
of 90%. Both are significantly larger than the third largest
distributor of aftermarket research reports. Thomson and Reuters are
each others' two closest substitutes in the distribution and sale of
aftermarket research reports. The loss of head-to-head competition
between Thomson and Reuters will make it likely that Thomson will
unilaterally increase the price of aftermarket research reports.
The responses of other financial data providers would not prevent
or undo the competitive harm that will likely result from the proposed
merger. Other firms lack the requisite relationships with hundreds of
investment banks and brokerage fines and a comprehensive collection of
research reports, which is both highly valued by institutional
financial data users and extremely costly to duplicate. A significant
number of financial data users regard the products distributed by
Thomson and Reuters as their first and second choices when purchasing
aftermarket research reports, and consider aftermarket research report
distribution offered by other financial data providers to be distant
third choices. An insufficient number of institutional financial data
users would switch to a competing aftermarket research report
distributor to defeat a price increase imposed unilaterally by the
merged firm. Nor would entry or expansion by other financial data
providers be sufficient to defeat the likely anticompetitive effects of
Thomson's proposed acquisition of Reuters because entry into the market
for aftermarket research reports is difficult, time consuming, and
costly.
Thomson and Reuters currently constrain each others' prices in the
market for aftermarket research reports, and the elimination of
competition between them will cause competitive harm in the form of an
increased likelihood of higher prices and reduced quality for
aftermarket research reports in violation of section 7 of the Clayton
Act.

III. Explanation of the Proposed Final Judgment

A. The Divestiture Assets

The Divestiture Assets, described in detail in Schedule 1 to the
proposed Final Judgment, include all of the assets necessary for an
Acquirer(s) that possesses the capability to service institutional
financial data users to provide independent and economically viable
competition to the merged firm in the markets for distribution and sale
of fundamentals data, earnings estimates data, and aftermarket research
reports. The sale of the Divestiture Assets to a qualified Acquirer(s)
will thus remedy the anticompetitive effects alleged in the Complaint.
The Divestiture Assets have been carefully tailored to maintain the
level of competition that currently exists while avoiding significant
and unnecessary disruption for Defendants' customers that purchase
bundled terminal services and respecting the intellectual property
rights of third parties. The Divestiture Assets include (1)
Intellectual property (copies of databases, along with software and
technical information), (2) rights to hire necessary personnel, (3)
assignment of contributor contracts, (4) assignment of certain customer
contracts that will provide the Acquirer(s) access to an on-going
revenue stream, and (5) a variety of transitional support services.
Specifically, the Defendants are required to divest copies of the
source databases of (1) Thomson's Worldscope fundamentals products,
(ii) Reuters' earnings estimates products, and (iii) Reuters'
aftermarket research products (which together encompass all of the data
and/or research contained in the databases used by Thomson or Reuters
to compete in the relevant markets), along with all tangible and
intangible assets that an Acquirer(s) would need to operate and
maintain the databases and promptly use them to produce competitively
viable fundamentals, earnings estimates, and aftermarket research
products. The proposed Final Judgment requires the Defendants to
provide the Acquirer(s) rights to intellectual property, such as
software or trade secrets, used to produce and maintain fundamentals
data, earnings estimates data, or aftermarket research reports, even if
Thomson or Reuters also use those assets for products that are not
being divested. With respect to those Divestiture Assets that
Defendants make substantial use of for products other than those
relating to fundamentals, earnings estimates, and aftermarket research,
the Defendants may restrict the use by the Acquirer(s) of such assets
to the field of fundamentals, earnings estimates, and aftermarket
research, as appropriate. Finally, the proposed Final Judgment does not
require the Defendants to divest certain tangible and intangible assets
used in connection with the Defendants' fundamentals, earnings
estimates, and aftermarket research products the divestiture of which
would not advance the ability of the Acquirer(s) to compete effectively
in the pertinent market, given that the Acquirer(s) would have its own
access

[[Page 15213]]

to such assets. For example, the Defendants need not divest
commercially available hardware and software, their trademarks, or land
and buildings.

B. Selected Provisions of the Proposed Final Judgment

The proposed Final Judgment requires Defendants to take several
steps to assist the Acquirer(s) in using the Divestiture Assets in
order to enable the Acquirer(s) to provide prompt and effective
competition in the relevant markets. Paragraph IV(C) provides that the
Defendants must provide the Acquirer(s) with information about key
personnel, identified in Schedule 2 to the proposed Final Judgment,
involved in operating the Divestiture Assets, so that the Acquirer(s)
can make offers of employment to such persons. That Paragraph also
prohibits Defendants from interfering with any negotiations by the
Acquirer(s) to employ such personnel Paragraph IV(D) prohibits the
Defendants from re-hiring any such persons for a period of 18 months
from the date of filing of the Complaint.
Because the Acquirer(s) may need assistance in developing a
detailed understanding of the databases and software comprising the
Divestiture Assets, and may need time to develop their own capabilities
to update the databases on an ongoing basis, Paragraph IV(K) of the
proposed Final Judgment gives the Acquirer(s) the option to enter into
a transitional support agreement for up to one year for aftermarket
research reports and up to 1.8 months for fundamentals and earnings
estimates data. At the option of the Acquirer(s), such a transitional
support agreement may require the combined firm to provide consulting
and support services as well as regular updates to the databases
comparable to those made by the combined firm to its own comparable
databases.
In order to enable the Acquirer(s) to become a viable competitor in
the markets for earnings estimates data and aftermarket research,
Paragraph N(G) of the proposed Final Judgment, for a period of two (2)
years, prohibits Defendants from entering into any new exclusive
agreements with third-party contributors of such data, and limits the
terms and conditions under which Defendants may renew existing
exclusive agreements with third-party contributors of such data.
Other provisions of the proposed Final Judgment also take into
account that the fundamentals, earnings estimates, and aftermarket
research databases to be divested contain material contributed by third
parties over which those third parties assert continuing intellectual
property rights pursuant to contracts with the Defendants. The proposed
Final Judgment gives the Acquirer(s) access to such third-party
contributed data in a manner that respects the third parties' rights.
Specifically, Paragraph IV(H), regarding earnings estimates data and
aftermarket research reports, requires that the Defendants use their
best efforts to assign to the Acquirer(s) all contracts with third
parties for contributed data. Where the Defendants obtain assignment of
the contribution contracts to the Acquirer(s) (or otherwise obtain the
third parties' consent), copies of the third-party content will pass to
the Acquirer(s) as part of the Divestiture Assets. Where such
assignments or other third-party consent are not obtained on or before
the sale of the applicable Divestiture Assets, Defendants must continue
to use their best efforts to obtain assignments of such contracts until
the earlier of (1) The date on which the Acquirer(s) of the Reuters
earnings estimates and aftermarket research databases have contribution
agreements with eighty percent (80%) of all third-party contributors
and 22 of the 25 most significant contributors (identified in Schedules
3 and 4 to the proposed Final Judgment) that provided earnings
estimates data and/or aftermarket research reports to Reuters pursuant
to contract as of the filing date of the Complaint; or (2) two years
after the date of entry of the Final Judgment. Paragraph IV(I) contains
similar requirements relating to the assignment of third-party
contracts for fundamentals data. To the extent necessary third-party
consents for fundamentals data, earnings estimates data, or aftermarket
research reports are not obtained before Defendants complete the sale
of the applicable Divestiture Assets, Paragraph IV(J) obligates the
Defendants to maintain copies of third-party content, which will be
provided to the Acquirer(s), with all intervening updates, at the same
time as needed consents are obtained.
Paragraph V of the proposed Final Judgment permits the appointment
of a Monitoring Trustee by the United States in its sole discretion and
in good faith consultation with the European Commission, subject to the
Court's approval. If appointed, the Monitoring Trustee will have the
power and authority to monitor Defendants' compliance with the terms of
the Final Judgment and the Stipulation. The Monitoring Trustee will
have access to all personnel, books, records, and information necessary
to monitor such compliance, and will serve at the cost and expense of
Thomson. The Monitoring Trustee will file monthly reports with the
United States and the Court setting forth Defendants' efforts to comply
with their obligations under the proposed Final Judgment and the
Stipulation.
1. The European Commission (``EC'') conducted a parallel
investigation of the proposed acquisition of Reuters by Thomson. To
remedy competition concerns in Europe, the Defendants have entered into
Commitments to the EC to restore competition in certain markets,
including those for fundamentals data, earnings estimates data, and
aftermarket research reports. Although the substantive provisions of
the proposed Final Judgment and the EC Commitments are much the same,
there will be a need for consultations between the Department of
Justice and EC regarding certain events such as the selection of the
Monitoring Trustee, Old Divestiture Trustee, if necessary, and approval
of the Acquirer(s).
When the United States seeks a divestiture to remedy an antitrust
harm in the context of an acquisition, it requires that the divestiture
be completed within the shortest period of time reasonable under the
circumstances. Paragraph IV(A) of the proposed Final Judgment requires
the Defendants to complete the sale of the Divestiture Assets within 60
calendar days after the filing of the Complaint, or five calendar days
after notice of the entry of this Final Judgment by the Court,
whichever is later.
2. The proposed Final Judgment also provides that this 60-day time
period may be extended by the United States in its sole discretion for
a total period not exceeding 60 calendar days, and that the Court will
receive prior notice of any such extension.
Sale of the Divestiture Assets may be made to one or more
Acquirers, provided that in each instance it is demonstrated to the
sole satisfaction of the United States that the assets will remain
viable and the divestiture of the assets will remedy the competitive
harm alleged in the Complaint. The assets must be divested in such a
way as to satisfy the United States in its sole discretion that the
assets can and will be used by the Acquirer(s) as part of a viable,
ongoing business that can compete effectively in the relevant markets.
Defendants must take all reasonable steps necessary to accomplish the
divestitures quickly and shall cooperate with prospective purchasers.

[[Page 15214]]

Paragraph VI of the proposed Final Judgment provides that, in the
event the Defendants do not accomplish the divestitures within the
periods prescribed in the proposed Final Judgment, the Court will
appoint a Divestiture Trustee, selected by the United States in good
faith consultation with the European Commission, to effect the
divestitures. If a Divestiture Trustee is appointed, the proposed Final
Judgment provides that Defendants will pay all costs and expenses of
the Divestiture Trustee. The Divestiture Trustee's fee arrangement will
be structured so as to provide an incentive for the Divestiture Trustee
based on the price obtained and the speed with which the divestitures
are accomplished. After his or her appointment becomes effective, the
Divestiture Trustee will file monthly reports with the Court and the
United States setting forth his or her efforts to accomplish the
divestitures. At the end of six months, if the divestitures have not
been accomplished, the Divestiture 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 Divestiture Trustee's
appointment.
Taken together, the assets to be divested and the other obl