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Federal Register / Vol. 68, No.

9 / Tuesday, January 14, 2003 / Notices 1861

assistance in gaining access to the Staff report.—The prehearing staff 201.8 of the Commission’s rules; any
Commission should contact the Office report in the final phase of this submissions that contain BPI must also
of the Secretary at 202–205–2000. investigation will be placed in the conform with the requirements of
General information concerning the nonpublic record on February 27, 2003, sections 201.6, 207.3, and 207.7 of the
Commission may also be obtained by and a public version will be issued Commission’s rules. The Commission’s
accessing its internet server (http:// thereafter, pursuant to section 207.22 of rules do not authorize filing of The public record for the Commission’s rules. submissions with the Secretary by
this investigation may be viewed on the Hearing.—The Commission will hold facsimile or electronic means except to
Commission’s electronic docket (EDIS– a hearing in connection with the final the extent provided by section 201.8 of
ON–LINE) at phase of this investigation beginning at the Commission’s rules.
eol/public. 9:30 a.m. on March 13, 2003, at the U.S. In accordance with sections 201.16(c)
International Trade Commission and 207.3 of the Commission’s rules,
Background.—The final phase of this Building. Requests to appear at the each document filed by a party to the
investigation is being scheduled as a hearing should be filed in writing with investigation must be served on all other
result of an affirmative preliminary the Secretary to the Commission on or parties to the investigation (as identified
determination by the Department of before March 7, 2003. A nonparty who by either the public or BPI service list),
Commerce that imports of saccharin has testimony that may aid the and a certificate of service must be
from China are being sold in the United Commission’s deliberations may request timely filed. The Secretary will not
permission to present a short statement accept a document for filing without a
States at less than fair value within the
at the hearing. All parties and certificate of service.
meaning of section 733 of the Act (19
nonparties desiring to appear at the Authority: This investigation is being
U.S.C. 1673b). The investigation was
hearing and make oral presentations conducted under authority of title VII of the
requested in a petition filed on July 11,
should attend a prehearing conference Tariff Act of 1930; this notice is published
2002, by PMC Specialties Group Inc.,
to be held at 9:30 a.m. on March 10, pursuant to section 207.21 of the
Cincinnati, OH. Commission’s rules.
2003, at the U.S. International Trade
Participation in the investigation and
Commission Building. Oral testimony By order of the Commission.
public service list.—Persons, including
and written materials to be submitted at Issued: January 8, 2003.
industrial users of the subject
the public hearing are governed by Marilyn R. Abbott,
merchandise and, if the merchandise is sections 201.6(b)(2), 201.13(f), and
sold at the retail level, representative Secretary to the Commission.
207.24 of the Commission’s rules.
consumer organizations, wishing to Parties must submit any request to
[FR Doc. 03–684 Filed 1–13–03; 8:45 am]
participate in the final phase of this present a portion of their hearing BILLING CODE 7020–02–P
investigation as parties must file an testimony in camera no later than 7
entry of appearance with the Secretary days prior to the date of the hearing.
to the Commission, as provided in Written submissions.—Each party DEPARTMENT OF JUSTICE
section 201.11 of the Commission’s who is an interested party shall submit
rules, no later than 21 days prior to the a prehearing brief to the Commission. Antitrust Division
hearing date specified in this notice. A Prehearing briefs must conform with the
party that filed a notice of appearance United States v. Northrup Grumman
provisions of section 207.23 of the Corporation and TRW Inc.; Proposed
during the preliminary phase of the Commission’s rules; the deadline for
investigation need not file an additional Final Judgment and Competitive
filing is March 6, 2003. Parties may also Impact Statement
notice of appearance during this final file written testimony in connection
phase. The Secretary will maintain a with their presentation at the hearing, as Notice is hereby given pursuant tot he
public service list containing the names provided in section 207.24 of the Antitrust Procedures and Penalties Act,
and addresses of all persons, or their Commission’s rules, and posthearing 15 U.S.C. 16(b)–(h), that a proposed
representatives, who are parties to the briefs, which must conform with the Final Judgment and Competitive Impact
investigation. provisions of section 207.25 of the Statement have been filed with the
Limited disclosure of business Commission’s rules. The deadline for United States District Court for the
proprietary information (BPI) under an filing posthearing briefs is March 20, District of Columbia in United States v.
administrative protective order (APO) 2003; witness testimony must be filed Northrop Grumman Corporation and
and BPI service list.—Pursuant to no later than three days before the TRW, Inc., Civil No. 1:02 CV 02432
section 207.7(a) of the Commission’s hearing. In addition, any person who (GK).
rules, the Secretary will make BPI has not entered an appearance as a party On December 11, 2002, the United
gathered in the final phase of this to the investigation may submit a States filed a Complaint alleging that
investigation available to authorized written statement of information Northrop’s acquisition of TRW would
applicants under the APO issued in the pertinent to the subject of the lessen competition substantially in
investigation, provided that the investigation on or before March 20, development, production, and sale of
application is made no later than 21 2003. On April 10, 2003, the radar reconnaissance satellite systems
days prior to the hearing date specified Commission will make available to and electro-optical/infrared
in this notice. Authorized applicants parties all information on which they reconnaissance satellite systems, and
must represent interested parties, as have not had an opportunity to the payloads for those systems, in the
defined by 19 U.S.C. 1677(9), who are comment. Parties may submit final United States, in violation of section 7
parties to the investigation. A party comments on this information on or of the Clayton Act, 15 U.S.C. 18. The
granted access to BPI in the preliminary before April 14, 2003, but such final proposed Final Judgment, filed the same
phase of the investigation need not comments must not contain new factual time as the Complaint, requires the
reapply for such access. A separate information and must otherwise comply defendant Northrop to act in a non-
service list will be maintained by the with section 207.30 of the Commission’s discriminatory manner in making
Secretary for those parties authorized to rules. All written submissions must teaming and purchase decisions on
receive BPI under the APO. conform with the provisions of section programs in which, by virtue of the

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1862 Federal Register / Vol. 68, No. 9 / Tuesday, January 14, 2003 / Notices

acquisition of TRW, it will be able to Clayton Act, and (2) a permanent injunction with, and seek enforcement of, all provisions
compete as both a prime contractor and preventing any contract, agreement, of the Judgment. The Antitrust Division to
the supplier of the payloads for the understanding, or plan the effect of which ensure compliance with, and seek
would be to combine Northrop and TRW. enforcement of all provisions of the
program. Copies of the Complaint, the
When the Complaint was filed, the United Judgment. The Antitrust Division is
proposed Final Judgment, and States also filed a proposed settlement that authorized to seek from Northrop a civil
Competitive Impact Statement are would permit Northrop to complete its penalty of up to $10 million for each
available for inspection at the U.S. acquisition of TRW, but require that violation of the proposed Final Judgment.
Department of Justice, Antitrust Northrop submit to strict oversight by the The plaintiff and defendants have
Division, Suite 215 North, 325 7th U.S. Department of Defense (‘‘DoD’’) to stipulated that the proposed Final Judgment
Street, NW., Washington, DC 20004 ensure that Northrop does not use its may be entered after compliance with the
(telephone: 202–514–2692), and at the position as a combined reconnaissance APPA. Entry of the proposed Final Judgment
satellite system prime contractor and would terminate the action, except that the
Clerk’s Office of the U.S. Court for the
reconnaissance satellite payload provider to Court would retain jurisdiction to construe,
District of Columbia, 333 Constitution harm competition for or in reconnaissance modify, or enforce the provisions of the
Avenue, NW., Washington, DC 20001. satellite system programs. proposed Final Judgment and punish
Public comment is invited within 60- The proposed Final Judgment requires that, violations thereof.
days of the date of this notice. Such when Northrop: (1) Is the prime contractor
comments and responses thereto will be for a U.S. Government satellite program; (2) II. Description of Events Giving Rise to the
has the responsibility to select a radar or EO/ Alleged Violation
published in the Federal Register and
filed with the Court. Comments should IR payload; and (3) has the opportunity to A. The Defendants and the Proposed
be directed to J. Robert Kramer, II, Chief, select its own payload, Northrop will select Transaction
the payload on a competitive and non-
Litigation II Section, Antitrust Division, Northrop is a Delaware corporation with its
discriminatory basis. It also requires that
U.S. Department of Justice, 1401 H principal place of business in Los Angeles,
Northrop act in a non-discriminatory manner California. Northrop is one of two leading
Street, NW., Suite 3000, Washington, in providing information to its own in-house
DC 20530 (telephone: (202) 307–0924). suppliers of radar and EO/IR payloads for
team and to its payload competitors, and in reconnaissance satellite systems. Northrop’s
making personnel, resource allocation, and primary radar and EO/IR operations are in its
Constance K. Robinson,
satellite system design decisions. These non- Electronic Systems Sector facilities in
Director of Operations. discrimination provisions would apply, for Baltimore, Maryland and Azusa. California.
Competitive Impact Statement example, to Northrop’s post-merger selection In 2001, Northrop represented net sales of
of a payload provider for the SBIRS–Low approximately $13.6 billion, including $4.7
The United States, pursuant to section 2(b)
program, for which TRW has already been billion in sales by its Electronic Systems
of the Antitrust Procedures and Penalties Act
selected as the prime contractor. To ensure Sector.
(‘‘APPA’’), 15 U.S.C. 16(b)–(h), files this
that these provisions of the Final Judgment TRW is an Ohio corporation with its
Competitive Impact Statement relating to the
are enforced, the decree requires that the principal place of business in Cleveland,
proposed Final Judgment submitted for entry
Secretary of Defense appoint a Compliance Ohio. The company’s offices are located in
in this civil antitrust proceeding.
Officer to oversee Northrop’s selection California, Ohio, Georgia, and Florida. Its
I. Nature and Purpose of the Proceeding process, and provides for the Secretary of the Space & Electronics and System divisions
On December 11, 2002, the United States Air Force to resolve any disputes. produce sophisticated satellite systems. In
filed a civil antitrust Complaint alleging that The proposed Final Judgment also requires fact, TRW is one of the few companies with
the proposed acquisition by Northrop that, when Northrop is a competitor or a the ability to serve as a prime contractor for
Grumman Corporation (‘‘Northrop’’) of TRW potential competitor to be the prime reconnaissance satellite system. In 2001,
Inc. (‘‘TRW’’) would violate section 7 of the contractor on a U.S. Government TRW has sales of roughly $16.4 billion,
Clayton Act, 15 U.S.C. 18. The Complaint reconnaissance satellite system program in including $5.2 billion form the Space &
alleges that Northrop is one of two which Northrop has the opportunity to select Electronics and Systems divisions.
companies that can supply certain payloads its own radar or EO/IR payload, Northrop On June 30, 2002, Northrop and TRW
used in reconnaissance satellite systems sold will supply other prime contractors with the entered into an agreement pursuant to which
to the U.S. Government, and that TRW is one Northrop payload in a manner that does not Northrop would acquire TRW in a
of only a few companies with the capability favor Northrop’s in-house team. It further transaction valued at approximately $7.8
to act as a prime contractor on U.S. requires that Northrop negotiate and enter billion. The parties closed the transaction on
reconnaissance satellite programs that use into non-exclusive teaming agreements with December 11, 2002.
these payloads. The payloads at issue include other prime contractors that desire to use the
Northrop payloads, which agreements may B. The Relevant Markets
radar sensors, which detect objects through
radio waves, and electro-optical/infrared not favor Northrop’s in-house team. To Reconnaissance systems are electronic
(‘‘EO/IR’’) sensors, which detect radiation ensure that these goals are achieved, the systems that gather and transmit information
emitted or reflected from objects within the proposed Final Judgment provides for direct that maybe useful to the United States’
electromagnetic spectrum from far infrared oversight of Northrop’s teaming decisions by military and intelligence forces. These
through far ultraviolet. The Complaint alleges the Compliance Officer and ultimately by the systems may be located on a number of types
that Northrop’s acquisition of TRW will give Secretary of the Air Force. of platforms, including aircraft and, most
Northrop the incentive and ability to lessen The proposed final Judgment further relevant for the purposes of this case
competition by favoring its in-house payload requires that Northrop maintain its payload satellites. Reconnaissance systems may
and/or prime contractor capabilities to the and satellite prime businesses as separate gather information using various types of
detriment or foreclosure of its competitors, entities, establish firewalls, and take other sensors, but the most relevant types for
and/or by refusing to sell, or selling only at actions to protect the information provided purposes of this proceeding are radar and
disadvantageous terms, its in-house by other payload providers or prime EO/IR.
capabilities to its competitors. It further contractors. Northrop’s actions in this regard Reconnaissance satellite systems have
alleges that the acquisition will harm the U.S. again would be subject to review by the advantages, and face challenges, that are not
Government because it will pose an Compliance Officer. applicable to airborne or other types of
immediate danger to competition in two In addition to the continuing oversight of reconnaissance systems. Reconnaissance
current or future programs, the Space Based the Compliance Office and DoD generally, satellite systems can gather information
Radar and the Space Based InfraRed System- the parties to the proposed Final Judgment about a given geographic area for a much
Low programs. shall be subject to the continuing supervisory longer time than any other system, and can
The prayer for relief in the Complaint jurisdiction of the Court over the Final provide survelliance over geographic areas
seeks: (1) a judgment that the proposed Judgment and the independent authority of that aircraft or other platforms cannot reach.
acquisition would violate section 7 of the the Antitrust Division to ensure compliance Because they operate at such great distances

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Federal Register / Vol. 68, No. 9 / Tuesday, January 14, 2003 / Notices 1863

from their targets, however, space-based prime contractor for the SBR program. The lower-earth orbit that will ‘‘acquire’’ a missile
systems also require much more capable and only companies with the capability to supply and track it so that it may be intercepted. The
sophisticated sensors than do other kinds of the advanced radar sensors for the SBR acquisition function proposed for SBIRS-Low
reconnaissance systems. Furthermore, program are Northrop and one other is similar to the work being done by DSP and
because space based systems cannot be company, both of which have been planned for SBIRS-High; in contrast, the
maintained or repaired once they are developing their radar capabilities, and tracking function planned for SBIRS-Low is
launched, the components of the system receiving funds and evaluations from the a different and much more technically
must be designed and manufactured to U.S. Government, in anticipation of the SBR difficult one.
withstand the rigors of constant use, over program. It is expected that the potential The Missile Defense Agency (‘‘MDA’’),
many years, without requiring any prime contractors and radar reconnaissance Which Controls the SBIRS program,
refurbishment or repair. Finally, components satellite payload providers will have to form established a ‘‘national team’’ for SBIRS-Low
of reconnaissance satellite systems must be teams for the SBR competition no later than in April 2002, naming TRW as the prime
hardened against radiation, able to withstand 2003. contractor. The MDA plan calls for a
the harsh environment of space, and capable The Complaint alleges that the continuing competition between the only two
of operating in substantial temperature development, production, and sale of radar potential payload suppliers. Northrup and
ranges. reconnaissance satellite systems is a product another company, throughout the SBIRS-Low
A reconnaissance satellite system consists market. As described above, the mission and program. The competition between the two
of one or more satellites and associated performance characteristics of such systems SBIRS-Low payload suppliers is to be run by
ground facilities for support and data are sufficiently different from the mission TRW as the prime contractor. TRW, with
processing. A reconnaissance satellite has and performance characteristics of non-radar nominal oversight from the United States,
two primary components—the unmanned reconnaissance satellite systems, and from will choose the winner of the payload
spacecraft itself, generally known as the non-space-based radar reconnaissance competition.
‘‘bus,’’ and one or more assemblies of sensors systems, that a small but significant increase The Complaint alleges that the
and other components, usually refereed to as in prices for radar reconnaissance satellite development, production, and sale of EO/IR
the ‘‘Payload.’’ The payload enables the systems would not cause the only customer, systems can provide coverage of geographic
satellite to perform a specific reconnaissance the U.S. Government, to switch to other types areas that cannot be reached by other EO/IR
mission. While the bus and the payload are of systems so as to make such a price systems and can provide persistent coverage
separate products, the system and its payload increase unprofitable and unsustainable. of specific geographic areas. Further, EO/IR
have to be jointly developed because their The Complaint also alleges that the systems can detect missile launches and
performance is interdependent. The lead development, production and sale of radar track missiles better than other types of
(‘‘prime’’) contractor for a reconnaissance reconnaissance satellite payloads is a product reconnaissance systems. A small but
satellite system has overall responsibility for market. As described above, the mission and significant increase in prices for space-based
the design, development, production, and performance characteristics of such payloads EO/IR systems would not cause the only
integration of the system components. The are sufficiently different from the mission customer, the U.S. Government, to switch to
prime contractor typically produces the and performance characteristics of non-radar other types of systems so as to make such a
spacecraft, and either produces or procures reconnaissance satellite payloads, and from price increase unprofitable and
the ground facility components. The prime non-space-based radar reconnaissance unsustainable.
contractor may also produce or acquire payloads that a small but significant increase The Complaint also alleges that the
launch vehicles or services for the satellites. in prices for radar reconnaissance satellite development, production and sale of EO/IR
The prime contractor typically acquires the payloads would not cause the only customer, reconnaissance satellite payloads is a product
payload from another manufacturer, and the the U.S. Government, or prime contractors market. Space-based EO/IR payloads are
U.S. Government relies on prime contractors competing to provide reconnaissance systems specially designed to work in a space-based
to select payloads based on their competitive to the U.S. Government, to switch to other EO/IR reconnaissance satellite system: other
merits so as to optimize over all system types of systems or other types of payloads, space-based payloads cannot perform the
performance. so as to make such a price increase same missions or be used in EO/IR
TRW is one of the few companies that has unprofitable and unsustainable.
reconnaissance satellite systems. A small but
the capability to be the prime contractor on EO/IR Reconnaissance Satellite Systems significant increase in prices for EO/IR
a U.S. reconnaissance satellite system.
EO/IR systems detect electromagnetic reconnaissance satellite payloads would not
Northrop is one of only two companies that
radiation emitted or reflected from objects cause the only customer, the U.S.
has the capability to be the radar or EO/IR
within the spectrum from far infrared to far Government, or prime contractors competing
payload provider on U.S. reconnaissance
ultraviolet. These components are used to to provide reconnaissance systems to the U.S.
satellite systems.
detect, locate, identify, or track a target. EO/ Government, to switch to other types of
Radar Reconnaissance Satellite Systems IR Early Warning (‘‘EW’’) systems are used in systems or other types of payloads, so as to
Radar is the process of sending out radio missile defense programs to detect the hot make such a prime increase unprofitable and
waves and listening for the echoes that result plumes of a missile launch. EO/IR sensors unsustainable.
when they strike and bounce off an object. may be found on a number of different
C. Harm to Competition as a Consequence of
The United States deploys many types of platforms, including aircraft and satellites,
the Acquisition
radars using distinctive signal processing and are already used as part of the Defense
technologies. Imaging radars, for example, Support Program (‘‘DSP’’) satellite system to If Northrop purchases TRW, it will own
can create photograph-like images and provide early missile warning. one of the few companies capable of
identify and track moving targets. Because The current programs designed to provide competing as a prime contractor for radar or
radars can see through clouds, operate at space-based EO/IR reconnaissance EO/IR reconnaissance satellite systems. TRW
night, and function independently of the capabilities are called the Space-Based has demonstrated its technical, financial, and
energy emitted by a target, radar Infrared System (‘‘SBIRS’’) High and SBIRS- organizational ability to bid for, win, and
reconnaissance satellite systems will be able Low. SBIRS-High will provide a system of perform on complex U.S. Government space
to gather information of a type and under satellites orbiting thousands of miles above systems by competing for and winning a
conditions that cannot be duplicated by other the earth, scanning large sections of the number of such programs. Similarly,
types of reconnaissance satellite systems. planet for signs of a missile launch, and Northrop is one of only two companies with
The Space-Based Radar (‘‘SBR’’) program is warning of that event if it occurs. One of the capability to produce the payloads to be
a DoD program intended to develop and TRW’s competitors will serve as the prime used on radar and EO/IR reconnaissance
produce an operational radar reconnaissance contractor for SBIRS-High, and Northrop will satellite systems.
satellite system. The Request for Proposal for supply the EO/IR payload. SBIRS-High will Absent the protections afforded by the
SBR is expected to be issued in early 2003, serve to provide essentially the same mission proposed consent decree, Northrop would
and the first SBR satellite launch is as the current DSP program, but will employ have to incentive and ability post-merger to
scheduled for 2010. TRW is one of a few higher-performance instrumentation. SBIRS- deny its competitors access to either its
companies with the capability to be the Low is a planned system of satellites in prime contractor or payload capabilities. If

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1864 Federal Register / Vol. 68, No. 9 / Tuesday, January 14, 2003 / Notices

Northrop has already been chosen to be a competition and the SBR payload competitors of designing and producing a
prime, it will have the incentive and ability competition, it will make more money than winning payload.
to choose its own payload, lessening the if it wins only the SBR payload competition Northrop’s post-merger ability to influence
incentive of competitors to compete for the under existing DoD regulations. Northrop the selection of itself as the supplier for the
program, and harming the U.S. Government could not earn the same profit by simply SBIRS-Low payload will substantially lessen
by diminishing innovation and increasing raising its payload price because DoD has the competition by reducing the ability of its
program costs. ability to audit defense subcontractor costs competitor to win the award even if its
A further effect of the merger is the threat and prevent overcharging through various payload is a better value for the United
that it poses to proprietary information of pressures and the threat of lost future States. The United States will be harmed by
rival primes and payload suppliers that enter business. In economic terms, Northrop is not its inability to obtain the best-quality SBIRS-
into teaming agreements with Northrop. able to extract all of the economic rents at the Low payload at the lowest cost.
Absent the protections afforded by the payload level. The ability to obtain Entry
proposed Final Judgment, a reconnaissance additional, otherwise unobtainable, profits by
satellite system prime contractor that teams Successful entry into the complex, high
being both the prime contractor and the technology markets for radar reconnaissance
with Northrop risks the loss of its proprietary payload supplier gives Northrop the
information to the former TRW’s satellite satellite systems, radar reconnaissance
incentive to foreclose competitors. satellite payloads, EO/IR reconnaissance
system business, and a radar or EO/IR Absent the protections afforded by the
supplier that teams with the former TRW satellite systems, and EO/IR reconnaissance
proposed consent decree, the United States satellite payloads would not be timely, likely,
satellite system business risks the loss of its would be harmed because innovation in the or sufficient to deter any unilateral or
proprietary information to Northrop. SBR program and similar future programs coordinated exercise of market power as a
Effect of the Merger on the SBR Program would be lessened, and the United States result of the transaction. It would be
If Northrop owns TRW, it will have the would be less likely to obtain a radar extremely difficult for a new entrant to
incentive to deny access to the Northrop reconnaissance satellite system that includes establish the technological expertise required
payloads if it believes that doing so will both the best prime contractor and the best to compete successfully in any of these
lessen the ability of its competitors to radar payload provider. markets. competitions are intermittent and
compete successfully for the specific Effect of the Merger on the SBIRS-Low infrequent, and require a substantial initial
reconnaissance satellite system program. Program investment.
This incentive will be strongest when Potential Harm
If the post-merger Northrop has already
Northrop believes that the presence on a The Complaint summarizes the potential
been chosen to be the prime contractor on an
team of either the Northrop payload or the harm to competition resulting from the
EO/IR reconnaissance satellite system
TRW prime contractor capabilities provides proposed merger. It alleges that the
program, it will have the incentive and
the greatest chance of deciding the transaction will likely have the following
ability to choose its own payload for that
competition in that team’s favor. anticompetitive effects, among others:
system and program on a basis other than the
The SBR program is an immediate example competition generally in the development,
competitive merits. If Northrop should
of how the merged firm would have the production, and sale of radar reconnaissance
ability and incentive to deny its competitors choose its own payload under these
circumstances, it would lessen the ability satellite systems, radar reconnaissance
access to a Northrop payload. TRW plans to satellite payloads, EO/IR reconnaissance
compete to be the prime contractor for the and incentive of competitors to compete for
the payload, and thus harm the United States satellite systems, and EO/IR reconnaissance
SBR program, and is a likely bidder on future satellite payloads would be substantially
space-based radar programs as well. Northrop by diminishing innovation and increasing
program costs. lessened; prices for radar reconnaissance
is one of only two companies with the ability satellite systems, radar reconnaissance
to provide payloads for radar reconnaissance Prior to the merger, TRW was selected as
the prime contractor for SBIRS-Low, and has satellite payloads, EO/IR reconnaissance
satellite system programs, including the SBR satellite systems, and EO/IR reconnaissance
program. The prime contractors and radar the authority to choose the EO/IR payload
that will be used on the satellite, subject to satellite payloads would likely increase; and
payload providers must work together at an quality and innovation in each of these
early stage to develop an integrated system the approval of the U.S. Government. Before
that selection is made, the government’s markets would decline.
that can perform the mission required by the
SBR program. The competition for the SBR SBIRS-Low acquisition strategy calls for a III. Explanation of the Proposed Final
program will be between teams, each with a continuing competition between Northrop Judgment
potential prime contractor and potential and the only other supplier to provide the The vertical combination of Northrop and
payload provider. The U.S. Government will payload. Under an agreement with the U.S. TRW offers benefits to the United States that
choose the team that offers the best value. No Government, TRW was given broad authority could not be obtained if structural relief were
prime contractor/radar payload teams have to run that competition and determine the imposed. See section VI, infra. The United
yet been formed. winner. This authority has passed to, and States, therefore, has consented in the unique
An important factor in competing for the may be exercised by, Northrop through its circumstances of this case to the strict
SBR program is the performance of the radar purchase of TRW. behavioral remedies described below. The
payload. The purpose of any space-based Northrop will benefit after the acquisition proposed Final Judgment preserves
radar program is to gather and transmit if the Northrop EO/IR payload is chosen for competition in the relevant radar or EO/IR
information with the use of radar technology, SBIRS-Low. Northrop will receive the reconnaissance satellite system and payload
and the team with the best-performing radar additional profit generated by the EO/IR markets by requiring specific non-
will have an advantage in the competition. payload contract, and will be in an improved discriminatory conduct from Northrop to
The U.S. Government is likely to prefer position to win future EO/IR payload prevent the foreclosure from these markets of
Northrop to supply the SRB payload, and so contracts because of the experience gained competing prime contractors and payload
is more likely to award the prime contract to through SBIRS-Low. Northrop thus has the providers. Section IV.A of the proposed Final
a team including a Northrop payload. The incentive to influence the competition to Judgment sets out requirements to ensure
prime contractors and Northrop are aware of increase the chances that its payload will be that Northrop will select the payload on a
this. chosen. non-discriminatory basis when Northrop has
After the proposed acquisition, Northrop Even though the U.S. Government has the already been selected as the prime contractor
will thus have the ability and incentive to authority to approve the SBIRS-Low payload for a given reconnaissance satellite system
foreclose SBR prime contractor competitors choice made by a post-merger Northrop, program. This section addresses immediate
by denying them the Northrop payload or by Northrop as the prime contractor will still competitive concerns related to Northrop’s
making personnel, investment, design, and have the ability to influence the competition. post-merger conduct in the SBIRS-Low
other payload-related decisions that Northrop would be able to effect design program, as well as conduct in future
disadvantage those competitors. Northrop’s changes to the SBIRS-Low satellite or the reconnaissance satellite system programs
incentive to do so is straightforward—by system as a whole that would favor the where Northrop is selected as the prime
winning both the SBR prime contractor Northrop payload or increase the costs to contractor.

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Section IV.B ensures that, after the merger, a manner that does not favor its in-house access to its payloads and thereby deny its
Northrop will make its payloads available on proposal team. For the purpose of bidding on prime contractor competitors the opportunity
a non-discriminatory basis to other prime satellite competitions and similar activities, to provide meaningful competition, and deny
contractor competitors in those it must also negotiate in good faith with such the U.S. Government the benefits of that
reconnaissance satellite system programs for prime contractors to enter into commercially competition. These provisions ensure that
which Northrop has not yet been selected as reasonable nonexclusive teaming agreement DoD has the maximum possible number of
the prime contractor or the payload provider. and contracts that do not discriminate in potential teaming possibilities in response to
It addresses immediate competitive concerns favor of its in-house proposal team. These a request for proposals and that the highest-
related to Northrop’s post-merger conduct in teaming agreements will be subject to the value payload and reconnaissance satellite
the SBR program, as well as conduct in approval of the Compliance Officer and the system are selected. Absent these provisions,
future reconnaissance satellite system Secretary of the Air Force. Northrop also foreclosure by Northrop would reduce
programs for which Northrop is a prime must, on a non-discriminatory basis, make all incentives to innovate and reduce the
contract competitor and has the opportunity personnel, resource allocation, and design number of innovation approaches, thus
to select its own radar or EO/IR payload. decisions concerning its payload and provide harming the U.S. Government.
Section IV.F establishes firewall provisions information regarding its payload to Firewalls
designed to protect the confidential business contractors with which it has teamed. If the
information of Northrop’s satellite prime Section IV.F of the proposed Final
Compliance Officer concludes that Northrop
competitors and radar and EO/IR payload Judgment requires that Northrop maintain its
has failed to comply with these requirements,
payload business separate and apart from its
competitors. Four final Sections of the the Secretary of the Air Force has the sole
satellite prime business.1 These provisions
proposed Final Judgment ensure compliance discretion to decide with whom, and on what
prevent the flow of information between the
with its terms. Section V provides for the terms, Northrop enters into such teaming two businesses by requiring Northrop to
appointment of a Compliance Officer and relationships. establish separate communication networks,
defines his or her powers and The non-discrimination rules of Section maintain separate locations, and use
responsibilities; Section VI reserves IV.A and IV.B are the central provisions of reasonable efforts to avoid transferring
important investigatory and enforcement this proposed Final Judgment and apply to a employees between the businesses. These
powers for the Antitrust Division of the wide variety of conduct: the provision of firewall provisions further prevent
United States Department of Justice; Section information to competitors and in-house Northrop’s payload business from making
VII permits the Court to impose substantial teams, payload selection criteria, payload available to its satellite prime business any
civil penalties for violations of the Final selection, entering into contracts or teaming non-public information provided by a prime
Judgment; and Section VIII confirms the agreements, and numerous other decisions contract competitor to Northrop as the
Court’s continuing jurisdiction to modify and affecting such matters as personnel, design payload provider. This will preserve
enforce the proposed Final Judgment. and investment. The term ‘‘discriminate’’ is competition by assuring other prime contract
Non-Discrimination defined in Section II.N. of the proposed Final competitors that their confidential
Judgment as meaning ‘‘to choose or reconnaissance satellite system information
Section IV.A of the proposed Final
advantage Northrop or to reject or will not be shared with Northrop’s satellite
Judgment establishes that when Northrop is
the prime contractor for a reconnaissance disadvantage a Northrop prime or payload prime business, thereby encouraging them to
satellite system program, is responsible for competitor for any reason other than the team their satellite systems with Northrop’s
selecting the payload, and has the competitive merits; provided, however, that payloads, providing DoD with the maximum
opportunity to select its own payload, the determination of compliance or non- number of teaming possibilities, and
Northrop must select the payload on a compliance with the non-discrimination preserving the greatest number of innovation
competitive and non-discriminatory basis. To provisions of this Final Judgment shall take paths. Similar provisions assure other
ensure that it makes an impartial payload into account that different firms will take payload competitors that their confidential
selection, Northrop must propose and obtain different competitive approaches that may payload information will not be shared with
approval of payload source selection criteria result in differences, individually or Northrop’s payload business.
from the Compliance Officer and collectively * * *’’ in a number of factors. Enforcement
communicate the criteria to all competing What this means in practice is that the
United States will require Northrop to be To assure compliance with the Final
payload suppliers. Should the Compliance Judgment. Section V requires the Secretary of
Officer not approve the criteria, the Secretary equally aggressive in supporting all
competing teams. While different firms will Defense to appoint a Compliance Officer
of the Air Force shall have the sole discretion who, by the terms of the Final Judgment, has
to approve, alter, or set the selection criteria. follow different competitive and technical
approaches when competing for all necessary investigative and enforcement
Under these circumstances, Northrop shall powers. The Compliance Officer, an
also provide information regarding its reconnaissance satellite systems and
payloads, differences in treatment must be employee of the U.S. Government, is
reconnaissance satellite systems to its in- authorized to hire, at the expense of
house proposal teams and bona fide payload merit-driven. Northrop will not be permitted
to favor its in-house approach and Northrop, a team of contractors and other
competitors, and make all personnel, technical personnel to assist him or her in
resource allocation, and satellite system undermine competing teams and their
innovation approaches. The proposed Final monitoring and ensuring compliance with
design decisions on a non-discriminatory the proposed Final Judgment. The team is
basis. If Northrop selects its own payload, it Judgment recognizes that discrimination may
result from either a single event, such as a limited to ten hired consultants, absent the
must fully explain the basis for that selection approval of the Secretary of the Air Force to
to and seek the prior approval of the important design decision, or from a series of
smaller actions. increase that number. Northrop may not
Compliance Officer. Where, however, object to the Compliance Officer selected by
Northrop notifies the Compliance Officer that Sections IV.A and IV.B of the Final
Judgment preserve competition by providing the Secretary of Defense, must use its best
it has elected not to use or supply its payload efforts to assist the Compliance Officer, and
to itself as prime contractor, it need not other payload and prime contract
may take no action to interfere with or
comply with the above requirements. competitors the opportunity to provide
impede his or her duties. In practice, it is
Section IV.B requires that when Northrop meaningful competition in their respective
expected that the Compliance Officer will be
is either a competitor or potential competitor markets and by ensuring that Northrop makes
proactive and will intercede early on to
for a prime contractor position on a payload selections in the best interests of the
address and remedy any issues informally.
reconnaissance satellite system program in U.S. Government. Absent these requirements,
which it has the opportunity to select its own Northrop could deny other payload
1 The proposed Final Judgment describes this
payload, it must supply its payload on a non- competitors access to its reconnaissance
business as the ‘‘current TRW Space & Electronics
discriminatory basis to all prime contractors satellite systems information or make Satellite Systems business.’’ This unit, which
that have expressed to Northrop a potential discriminatory selections regarding its conducts TRW’s satellite system prime contracting
desire to utilize it. To that end, Northrop is satellite systems, thereby precluding business, will conduct that business for the
required to supply its payload and related competitors from competing to provide the combined company, and the proposed Final
information to all such prime contractors in payload. Likewise, Northrop could deny Judgment will apply to any future reorganization.

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1866 Federal Register / Vol. 68, No. 9 / Tuesday, January 14, 2003 / Notices

The consequences of a violation of the V. Procedures Available For Modification of United States would benefit from the
proposed Final Judgment, apart from the the Proposed Final Judgment transaction if the competitive problems could
significant civil penalties discussed below, The United States and defendants have be remedied, and given the importance of a
are severe and substantial. Under Section stipulated that the proposed Final Judgment vertically integrated firm structure to the
IV.A of the proposed Final Judgment, if the may be entered by the Court after compliance achievement of those benefits, the
Compliance Officer concludes that Northrop with the provisions of the APPA, if the Department of Justice determined that the
discriminated in its own favor in either its United States has not withdrawn its consent. proposed Final Judgment, containing strict
payload selection or the selection process, The APPA conditions entry upon the Court’s behavioral prohibitions and significant
the Secretary of the Air Force is given ‘‘the determination that the proposed Final potential sanctions, is the best available
sole discretion to choose the [p]ayload Judgment is in the public interest. 15 U.S.C. means of satisfying the public interest in
supplier’’ and to dismiss Northrop’s competition. Neither the Department of
selection. Under Section IV.B of the proposed Justice nor the DoD considers this proposed
The APPA provides a period of at least 60
final Judgment, if the Compliance Officer Final Judgment to be a general approval of
days preceding the effective date of the
concludes that Northrop discriminated in behavioral remedies for all vertical or
proposed Final Judgment within which any
favor of its in-house team, or failed to horizontal mergers, but rather consider it
person may submit to the United States
negotiate in good faith or enter into a appropriate here under the unique
written comments regarding the proposed
commercially reasonable teaming agreement circumstances of this case.
Final Judgment. 15 U.S.C. 16(b). Any person
or contract, the Secretary of the Air Force is
who wishes to comment should do so within VII. Standard of Review Under the APPA for
given ‘‘the sole discretion to decide with
whom, and on what terms, Northrop enters sixty (60) days of the date of publication of Proposed Final Judgment
into such teaming relationships. * * * ’’ In this Competitive Impact Statement in the The APPA requires that proposed consent
effect, if the Compliance Officer determines Federal Register. The United States will judgments in antitrust cases brought by the
that Northrop has discriminated in its own evaluate and respond to the comments. All United States be subject to a 60-day comment
favor in a manner prohibited by the proposed comments will be given due consideration by period, after which the court shall determine
Final Judgment, the Secretary of the Air the United States Department of Justice, whether entry of the proposed Final
Force is authorized to reverse any decision which remains free to withdraw its consent Judgment ‘‘is in the public interest.’’ In
made by Northrop and to determine whether to the proposed Final Judgment at any time making that determination, the court may
and on what terms Northrop will participate prior to entry. The comments and the United consider—
in the bid under consideration. These States’ responses will be filed with the Court (1) the competitive impact of such
provisions collectively ensure that the U.S. and published in the Federal Register. judgment, including termination of alleged
Government, after the merger, will be able to Written comments should be submitted to: J. violations, provisions for enforcement and
detect discriminatory conduct prohibited by Robert Kramer II, Chief, Litigation II Section, modification, duration or relief sought,
the proposed Final Judgment and to remedy Antitrust Division, United States Department anticipated effects of alternative remedies
quickly any selection or agreement that of Justice, 1401 H Street, NW., Suite 3000, actually considered, and any other
violates the proposed Final Judgment. Washington, DC 20530. considerations bearing upon the adequacy of
Sections VI, VII and VIII of the proposed The proposed Final Judgment provides that such judgment;
Final Judgment confirm the significant the Court will retain jurisdiction over this (2) the impact of entry of such judgment
investigative and enforcement authority of action, and the parties may apply to the upon the public generally and individuals
the Antitrust Division of the U.S. Department Court for any order necessary or appropriate alleging specific injury from the violations
of Justice in this matter and the continuing for the modification, interpretation, or set forth in the complaint including
supervisory jurisdiction of the Court in enforcement of the Final Judgment. consideration of the public benefit, if any, to
implementing the Judgment. The Antitrust VI. Alternatives to the Proposed Final be derived from a determination of the issues
Division, among other things, will be Judgment at trial.
permitted to inspect and copy Northrop’s 15 U.S.C. 16(e). As the Court of Appeals for
The United States considered, as an
documents; interview Northrop’s officers, the District of Columbia Circuit has held, the
employees, or agents; and request reports alternative to the proposed Final Judgment,
APPA permits a court to consider, among
from Northrop. The Antitrust Division will a full trial on the merits against defendants
other things, the relationship between the
also have the discretion to seek enforcement Northrop and TRW. The United States could
remedy secured and the specific allegations
of the proposed Final Judgment from the have brought suit and sought preliminary set forth in the government’s complaint,
Court, which may order Northrop to pay civil and permanent injunctions against whether the decree is sufficiently clear,
penalties of up to $10 million for each Northrop’s acquisition of TRW. whether enforcement mechanisms are
violation of the Final Judgment. It is When the United States determines that a sufficient, and whether the decree may
anticipated that the Antitrust Division and horizontal or vertical merger would result in positively harm third parties. See United
the General Counsel of the DoD will work a substantial lessening of competition, it States v. Microsoft Corp., 56 F.3d 1448,
closely together in enforcing the terms of the generally seeks to block the merger or obtain 1458–62 (D.C. Cir. 1995).
Final Judgment, and the Antitrust Division structural relief. However, when a merger In conducting this inquiry, ‘‘the [C]ourt is
may take enforcement actions either on the offers significant efficiencies, which cannot nowhere compelled to go to trial or to engage
recommendation of the General Counsel of be obtained absent the merger or if a in extended proceedings which might have
the DoD or on its own initiative. structural remedy is imposed, the United the effect of vitiating the benefits of prompt
States will consider behavioral remedies. and less costly settlement through the
IV. Remedies Available to Potential Private With respect to this transaction, DoD, the consent decree process.’’ 2 Rather ‘‘absent a
Litigants only customer for the highly complex showing of corrupt failure of the government
Section 4 of the Clayton Act, 15 U.S.C. 15, reconnaissance satellite systems affected by to discharge its duty, the Court,
provides that any person who has been the transaction, determined that, with an
injured as a result of conduct prohibited by appropriate decree resolving the vertical 2 119 Cong. Rec. 24598 (1973). See also United
the antitrust laws may bring suit in Federal integration problems identified, the proposed States v. Gillette Co., 406 F. Supp. 713, 715 (D.
court to recover three times the damages the acquisition offers the possibility of increased Mass. 1975). A ‘‘public interest’’ determination can
person has suffered, as well as costs and competition for DoD space requirements be made properly on the basis of the Competitive
reasonable attorney’s fees. Entry of the generally and of significant competitive Impact Statement and Response to Comments filed
proposed Final Judgment will neither impair benefits to DoD that would not be realized if pursuant to the APPA. Although the APPA
nor assist the bringing of any private antitrust the merger did not occur. Following a authorizes the use of additional procedures, 15
thorough review of the transaction, DoD U.S.C. 16(f), those procedures are discretionary. A
damage action. Under the provisions of
court need not invoke any of them unless it believes
section 5(a) of the Clayton Act (15 U.S.C. concluded that entry of the proposed Final that the comments have raised significant issues
16(a)), the proposed Final Judgment has no Judgment would remedy its potential and that further proceedings would aid the court in
prima facie effect in any subsequent private anticompetitive effects, while permitting the resolving those issues. See H.R. Rep. No. 93–1463,
lawsuit that may be brought against the potential achievements of significant 93rd Cong. 2d See. 8–9 (1974), reprinted in 1974
defendants. benefits. Given the DoD’s conclusion that the U.S.C.C.A.N. 6535, 6538.

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Federal Register / Vol. 68, No. 9 / Tuesday, January 14, 2003 / Notices 1867

in making its public interest finding, should Dated: December 23, 2002. Judgment, then the parties are released from
* * * carefully consider the explanations of all further obligations under this Stipulation,
the government in the competitive impact Certificate of Service and the making of this Stipulation shall be
statement and its responses to comments in I, Robert W. Wilder, hereby certify that on without prejudice to any party in this or any
order to determine whether those December 23, 2002, I caused copies of the other proceeding.
explanations are reasonable under the foregoing Competitive Impact Statement to be 6. Defendants represent that the required
circumstances.’’ 3 served on defendants Northrop Grumman actions set forth in Sections IV and V of the
Accordingly, with respect to the adequacy Corporation and TRW, as indicated below: proposed Final Judgment can and will be
of the relief secured by the decree, a court Counsel for Defendant Northrop implemented and followed and that the
may not ‘‘enage in an unrestricted evaluation Grumman: James R. Loftis, III, Esquire, defendants will later raise no claim of
of what relief would best serve the public.’’ Gibson, Dunn & Crutcher LLP, 1050 hardship or difficulty as grounds for asking
United States v. BNS Inc., 858 F.2d 456, 462 Connecticut Ave. NW., Suite 900, the Court to modify any of the provisions
(9th Cir. 1988), (quoting United States v. Washington, DC 20036–5306, Telephone No.: contained therein.
Bechtek Corp., 648 F.2d 660, 666 (9th Cir. (202) 955–8500, Facsimile No.: (202) 467– 7. This Stipulation shall be effective only
1981)); see also, Microsoft, 56 F.3d 1458 (D.C. 0539, Via Facsimile and U.S. Mail. upon the closing of the Northrop Grumman/
Cir. 1995). Precedent requires that Counsel for Defendant TRW Corporation: TRW transaction.
‘‘[t]he balancing of competing social and Brian C. Mohr, Esquire, Skadden, Arps, Slate, Respectfully submitted,
political interests affected by a proposed Meagher & Flom LLP, 1440 New York For Plaintiff
antitrust consent decree must be left, in the Avenue, NW., Washington, DC 20005–2111, United States of America: J. Robert Kramer
first instanc, to the discretion of the Attorney Telephone No.: (202) 371–7774, Facsimile II, Pennsylvania Bar No. 23963, Chief,
General. The court’s role in protecting the No.: (202) 661–9067, Via Facsimile and U.S. Litigation II Section, Antitrust Division, U.S.
public interest is one of insuring that the Mail. Department of Justice, 1401 H Street, NW.,
government has not breached its duty to the Robert W. Wilder, Virginia Bar No. 14479, Suite 3000, Washington, DC 20530,
public in consenting to the decree. The court U.S. Department of Justice, Antitrust Telephone: (202) 307–0924, Facsimile: (202)
is required to determine not whether a Division, 1401 H. Street, NW., Suite 3000, 307–6283.
particular decree is the one that will best For Defendant
Washington, DC 20530, Telephone No.: (202)
serve society, but whether the settlement is Northrop Grumman Corporation: Robert E.
‘within the reaches of the public interest.’ Nelson, Corporate Vice President, Business
More elaborate requirements might Stipulation and Order Strategy, Northrop Grumman Corporation,
undermine the effectiveness of antitrust It is hereby Stipulated by and between the 1840 Century Park East, Los Angeles,
enforcement by consent decree.’’ 4
undersigned parties, subject to approval and California 90067, Telephone: (310) 201–3493,
The proposed Final Judgment, therefore,
entry by the Court, that: Fax: (310) 201–3494.
should not be reviewed under a standard of
1. The Court has jurisdiction over the For Defendant TRW Inc.: William B.
whether it is certain to eliminate every
subject matter of this action and over each of Lawrence, Ohio State Bar No. 0031971,
anticompetitive effect of a particular practice
or whether it mandates certainty of free the parties hereto, and venue of this action Executive Vice President, General Counsel,
competition in the future. Court approval of is proper in the United States District Court and Secretary, TRW, Inc., 1900 Richmond
a final judgment requires a standard more for the District of Columbia. Road, Cleveland, Ohio 44124, Telephone:
flexible and less strict than the standard 2. The parties stipulate that a Final (216) 291–7230, Fax: (216) 291–7872.
required for a finding of liability. ‘‘[A] Judgment in the form hereto attached may be Dated: December 11, 2002.
proposed decree must be approved even if it filed with an entered by the Court, upon the
falls short of the remedy the court would motion of any party or upon the Court’s own
impose on its own, as long as it falls within motion, at any time after compliance with the It is so ordered, thislllllday
the range of acceptability or is ‘within the requirements of the Antitrust Procedure and oflllll, 2002.
reaches of public interest’.’’ 5 Penalties Act (15 U.S.C. 16), and without lllllllllllllllllllll
further notice to any party or other United States District Court Judge
VIII. Determinative Documents proceedings, provided that the United States
There are no determinative materials or has not withdrawn its consent, which it may Final Judgment
documents within the meaning of the APPA do at any time before the entry of the Whereas, plaintiff, United States of
that the United States considered in proposed Final Judgment by serving notice America, filed its Complaint in this action on
formulating the proposed Final Judgment. thereof on defendants and by filing that December 11, 2002, and plaintiff and
For Plaintiff United States of America: notice with the Court. defendants, Northrop Grumman Corporation
J. Robert Kramer II, Chief, Litigation II 3. Defendants shall abide by and comply (‘‘Northrop’’) and TRW Inc. (‘‘TRW’’), by
Section, PA Bar No. 23963. with the provisions of the proposed Final their respective attorneys, have consented to
Maribeth Petrizzi, Assistant Chief, Judgment pending entry of the Final the entry of this Final Judgment without trial
Litigation II Section. Judgment by the Court, or until expiration of or adjudication of any issue of fact or law
Robert W. Wilder, Trial Attorney, Virginia time for all appeals of any Court ruling herein, and without this Final Judgment
Bar No. 14479, U.S. Department of Justice, declining entry of the proposed Final constituting any evidence against or an
Antitrust Division, 1401 H St., NW., Suite Judgment, and shall, from the date of the admission by any party with respect to any
3000, Washington, DC 20530, (202) 307– signing of this Stipulation by the parties, issue of fact or law herein: and
0924, (202) 307–6283 (Facsimile). comply with all the terms and provisions of Whereas, defendants have agreed to be
the proposed Final Judgment as though they bound by the provisions of this Final
3 United States v. Mid-America Dairymen, Inc.,
were in full force and effect as an order of Judgment pending its approval by the Court;
1977–1 Trade Cas. ¶ 61,508, at 71,980 (W.D. Mo. the Court. and
1977). 4. This Stipulation shall apply with equal Whereas, plaintiff requires defendants to
4 United States v. Bechtel, 658 F.2d at 666
force and effect to any amended proposed agree to certain procedures for the purpose of
(internal citations omitted)(emphasis added);
accord United States v. BNS Inc., 858 F.2d at 463; Final Judgment agreed upon in writing by the remedying the loss of competition alleged in
United States v. Nat’l Broadcasting Co., 449 F. parties and submitted to the Court. the Complaint; and
Supp. 1127, 1143 (C.D. Cal. 1978); United States v. 5. If the United States has withdrawn its Whereas, defendants have represented to
Gillette Co., 406 F. Supp. at 715. See also United consent, as provided in paragraph 2 above, or the United States that the procedures
States v. Am. Cyanamid Co., 719 F.2d 558, 565 (2d if the proposed Final Judgment is not entered required below can and will be implemented
Cir. 1983). pursuant to this Stipulation, the time has and followed and that defendants will later
5 United States v. Am. Tel. and Tel Co., 552 F.
expired for all appeals of any Court ruling raise no claim of hardship or difficulty as
Supp. 131, 150 (D.D.C. 1982), aff’d sub nom.
Maryland v. United States, 460 U.S. 1001 (1983) declining entry of the proposed Final grounds for asking the Court to modify any
(quoting United States v. Gillette Co., 406 F. Supp. Judgment, and the Court has not otherwise of the provisions contained below:
at 716); see also United States v. Alcan Aluminum, ordered continued compliance with the Now Therefore, before the taking of any
Ltd., 605 F. Supp. 619. 622 (W.D. Ky. 1985). terms and provision of the proposed Final testimony, and without trial or adjudication

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of any issue of fact or law herein, and upon purpose of collecting and/or transmitting (1) Northrop shall:
consent of the parties hereto, it is ordered, data back to Earth and that is designed either (a) Select the Payload on a competitive and
Adjudged and Decreed as follows: to orbit the Earth or to travel away from the non-discriminatory basis:
Earth. (b) on a non-discriminatory basis, provide
I. Jurisdiction J. ‘‘Satellite Systems’’ means any Satellite information, as set forth in Definition J,
This Court has jurisdiction over each of the and a system or series of systems designed, regarding Satellite Systems to its in-house
parties hereto and over the subject matter of developed, or utilized in connection with the Payload proposal teams and any bona fide
this action. The Complaint states a claim operation of a Satellite and corresponding Payload competitors;
upon which relief may be granted against subsystems and ground systems. Satellite (c) make all personnel, resource allocation,
defendants under Section 7 of the Clayton Systems also shall include all information and design decisions regarding Satellite
Act, as amended (15 U.S.C. 18). related to interfaces and any other defining Systems on a non-discriminatory basis; and
parameters or specifications that enable the (d) propose non-discriminatory Payload
II. Definition Payload to perform its contemplated source selection criteria, obtain approval
As used in this Final Judgment: function, and all related technical data and from the Compliance Officer (as defined in
A. ‘‘Northrop’’ means defendant Northrop information, customarily provided by a Section V, below) for such criteria before the
Grumman Corporation, a Delaware Satellite Systems Prime Contractor to a Payload providers are formally solicited, and
corporation with its headquarters in Los Payload supplier prior to entering into, or in communicate the approved source selection
Angeles, California, its successors and the course of working pursuant to, a teaming criteria to all competing Payload suppliers.
assigns, and its subsidiaries, division, groups, agreement or contract. Information and data The Compliance Officer shall not
affiliates, partnerships and joint ventures, customarily provided includes the types of unreasonably withhold approval of the
and their directors, officers, managers, information and data provided by Northrop selection criteria and shall approve or reject
agents, and employees and, after to its in-house Payload proposal team. the selection criteria within ten (10) business
consummation of the acquisition of TRW, all K. ‘‘Northrop Payload Business’’ means days of receipt of the criteria. If the
TRW businesses, subsidiaries, divisions, that portion of Northrop engaged in the Compliance Officer does not approve of the
groups, affiliates, partnerships and joint research, development, manufacture, or sale source selection criteria proposed by
ventures, and their directors, officers, of Payloads, excluding former TRW Payload Northrop, the Compliance Officer shall refer
managers, agents, and employees acquired by entities. the matter to the Secretary of the Air Force,
Northrop. L. ‘‘Northrop Satellite Prime Business’’ who shall have the sole discretion to set non-
B. ‘‘TRW’’ means defendant TRW Inc., an means that portion of Northrop, or the TRW discriminatory source selection criteria to be
Ohio corporation with its headquarters in entity acquired by Northrop, that is engaged used by Northrop. The Secretary of the Air
Cleveland, Ohio, its successors and assigns, in the Satellite Systems integration business, Force shall approve or alter the source
and its subsidiaries, divisions, groups, including the research, development, selection criteria within five (5) business
affiliates, partnerships and joint ventures, manufacture, or sale of Satellite Systems or days of the decision of the Compliance
and their directors, officers, managers, otherwise conducting business as a Satellite Officer.
agents, and employees. Systems integrator, and that performs (2) When Northrop is the Prime Contractor
C. ‘‘Defendants’’ means, collectively or contracts directly for the United States for a United States Government Satellite
individually as the context requires, government. Program, if it has decided to select a
Northrop and/or TRW. M. ‘‘United States Government Satellite Northrop Payload, it shall seek the prior
D. ‘‘DoD’’ means the United States Program’’ or ‘‘Program’’ means any Satellite approval of the Compliance Officer and fully
Department of Defense. program executed by the DoD, which explain the reasons for the proposed source
E. ‘‘Secretary of Defense’’ means the United includes the National Reconnaissance Office. selection. The Compliance Officer shall
States Secretary of Defense, the Deputy N. ‘‘Discriminate’’ means to choose or review the proposed selection of Northrop,
Secretary of Defense, or the Secretary of advantage Northrop, or to reject or and shall approve or reject the selection
Defense’s designee. disadvantage a Northrop Prime or Payload within ten (10) business days of receiving the
competitor, in the procurement process for
F. ‘‘Secretary of the Air Force’’ means the selection. If the Compliance Officer
any reason other than the competitive merits;
United States Secretary of the Air Force or concludes that Northrop discriminated in its
provided, however, that the determination of
the Secretary of the Air Force’s designee. own favor, either in its Payload selection or
compliance or non-compliance with the non-
G. ‘‘Prime’’ or ‘‘Prime Contractor’’ means the selection process, he shall refer the
discrimination provisions of this Final
any entity engaged in the research, matter to the Secretary of the Air Force, who
Judgment shall take into account that
development, manufacture, sale and/or shall have the sole discretion to choose the
different firms will take different competitive
integration of Satellite Systems that sells or Payload supplier. The Secretary of the Air
approaches that may result in differences,
competes to sell Satellite Systems directly to Force shall approve or alter the selection
individually and collectively, in price,
the United States government. within ten (10) business days of the decision
schedule, quality, data, personnel,
H. ‘‘Payload’’ means the assembly or investment (including but not limited to, of the Compliance Officer.
assemblies on a Satellite that, using electro- independent research and development), (3) In the event Northrop notifies the
optical technology, infrared technology, or technology, innovations, design, and risk. Compliance Officer in writing that: (i)
radar technology, enable a Satellite to O. The terms ‘‘and’’ and ‘‘or’’ have both Northrop, as the Prime Contractor, elects not
perform a specific mission. Payload also shall conjunctive and disjunctive meanings. to use the Northrop Payload; or (ii) the
include, with the assembly or assemblies, all P. The terms ‘‘he’’ and ‘‘his’’ also include Northrop Payload Business elects not to
related components, software, interfaces, any ‘‘she’’ and ‘‘her.’’ supply its Payload to the Northrop Satellite
other items within the assembly or Prime Business. Northrop need not comply
assemblies that enable the Payload to III. Applicability with the requirements of Section IV.A after
perform its contemplated function, and all This Final Judgment applies to Northrop such notice.
related technical data and information and TRW, as defined above, and all other B. When Northrop is a competitor (or, for
customarily provided by a Payload supplier persons in active concert or participation potential future Programs, when Northrop
to a Prime Contractor prior to entering into, with any of them who receive actual notice has the capability to compete and has taken
or ion the course of working pursuant to, a of this Final Judgment by personal service or steps in anticipation of potentially
teaming agreement or contract. Data and otherwise. competing) to be the Prime Contractor on a
information customarily provided includes United States Government Satellite Program
the types of data and information provided IV. Required Conduct in which Northrop has the opportunity to
by Northrop to its inhouse Prime contract A. When Northrop is the Prime Contractor select its own Payload, the following is
proposal team. Payload expressly excludes for a United States Government Satellite required:
those payloads whose primary mission is Program, has the responsibility to select a (1) Northrop shall:
communications. Payload for the Satellite, and has the (a) For each Program or potential future
I. ‘‘Satellite’’ means an unmanned vehicle opportunity to select its own Payload, the Program for which a Prime Contractor
that is launched with a Payload for the following is required: notifies Northrop that it potentially desires to

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have Northrop supply the Payload, supply a Payload to any Satellite Systems Prime if shall be available for inspection. Northrop
such Prime Contractor its Payload in a the number and/or burden of Satellite shall notify the Compliance Officer of any
manner that does not discriminate in favor of Systems Primes seeking the benefit of this such transfers:
its in-house proposal team against any other Section becomes unreasonably large. In such (4) shall now allow the S&E Business to
Prime Contractor on any basis, including but event, Northrop shall notify the compliance provide, disclose, or otherwise make
not limited to, price, schedule, quality, data, Officer, who shall review the decision and available to the Northrop Payload Business
personnel, investment (including but not make a recommendation to the Secretary of any non-public information of any Payload
limited to, independent research and the Air Force within ten (10) business days. competitor. All non-public information that a
development), technology, innovations, The Secretary of the Air Force shall have the Payload competitor provides to the S&E
design, and risk; sole discretion to decide with whom, and on Business shall be used only in Northrop’s
(b) for each Program or potential future what terms. Northrop enters into such capacity as a Prime Contractor. The Northrop
Program for which a Prime Contractor teaming relationships, such decision to be Payload Business shall not provide, disclose,
notifies Northrop of a bona fide potential made within ten (10) business days of the or otherwise make avaiable to the S&E
desire to have Northrop supply the Payload, decision of the Compliance Officer. Business any non-public information of any
negotiate in good faith with such Prime (4) In the event that Northrop notifies the Prime Contractor. All non-public information
Contractor to enter into commercially Compliance Officer in writing that: (i) that a Prime Contractor provides to the
reasonable nonexclusive teaming agreements Northrop, as the Prime Contractor, elects not Northrop Payload Business shall be used
and contracts for the purpose of bidding on to use the Northrop Payload; or (ii) the only in Northrop’s capacity as a Payload
Satellite competitions and similar activities; Northrop Payload business elects not to supplier; provided, however, that the
such agreements and contracts shall not supply its Payload to the Northrop Satellite provisions of this paragraph shall not apply
discriminate in favor of its in-house proposal Prime Business; or (iii) Northrop elects not to if the owner of the information consents to
team against any other Prime Contractor on compete at either the Prime or Payload level. a broader lawful use of that information.
any basis, including but not limited to, price, Northrop need not comply with the (5) shall within fifteen (15) business days
schedule, quality, data, personnel, requirements of Section IV.B after such of the closing of the transaction, submit a
investment (including but not limited to, notice. detailed plan for maintaining the Northrop
independent research and development), C. When the Northrop Payload Business Payload Business separate and apart from the
technology, innovations, design, and risk; enters into teaming agreements or contracts S&E Business to the General Counsel of the
(c) prior to entering into any such teaming or similar intra-company arrangements that DoD and the Assistant Attorney General in
agreements and contracts, provide to the function as teaming agreements with the charge of the Antitrust Division, and the
Compliance Officer copies of such Northrop Satellite Prime Business or with Assistant Attorney General in charge of the
agreements for his approval. The Compliance any other potentially competing Prime Antitrust Division, in consultation with the
Officer shall not unreasonably withhold Contractor for any Program or potential General Counsel of the DoD, shall in his sole
approval of such agreements and contracts, future Program, and the team engages in joint discretion make changes to such plan to
and shall approve or reject the agreements investment or development activity for that ensure compliance with the terms of this
and contracts within five (5) business days of Program, the provisions in this Final Final Judgment; and
receipt of the agreement or contract. If the Judgment requiring non-discriminatory (6) provided, that nothing in this Final
compliance Officer does not approve of the behavior shall not require that Northrop Judgment shall require a separation of
terms of an agreement or contract, the disclose the products and/or other results of Northrop’s Payload team and the team for the
Compliance Officer shall refer the matter to such joint investments or developments of S&E Business at the implementation stage of
the Secretary of the Air Force, and Northrop one team to any other team for the Program a Program that has been awarded to Northrop
shall enter into teaming agreements and or potential future Program. at the Prime and Payload level.
contracts on specific terms as required by the D. The provision of any information, G. Northrop shall inform all personnel of
Secretary of the Air Force, in his sole technology, or product to any party pursuant both the Northrop Payload Business and the
discretion, such decision to be made within to this Final Judgment shall be subject to S&E Business of the terms and requirements
five (5) days of the decision of the appropriate confidentiality agreements on the of this Final Judgment and require all
Compliance Officer; treatment of competition-sensitive, national personnel to adhere to such provisions.
(d) on a non-discriminatory basis, provide security-sensitive, ITAR-controlled, and/or H. When this Final Judgment places time
information, as set forth in Definition H, proprietary information. limits on certain actions by the Compliance
regarding its Payload to its in-house proposal E. No provision of this Final Judgment Officer and the Secretary of the Air Force,
team(s) and to any Prime Contractor that has shall require Northrop to provide products, such limits may be modified by mutual
notified Northrop of a bona fide potential services, or technology to any party without agreement between the Compliance Officer or
desire to have Northrop supply its Payload or commercially reasonable compensation. the Secretary of Air Force and Northrop.
with which Northrop has teamed to supply F. Northrop shall maintain the current I. (1) Northrop shall bear all its costs of
its Payload; and TRW Space & Electronics Satellite Systems monitoring, complying with, or enforcing
(e) make all personnel, resource allocation, business (‘‘S&E Business’’) separate and apart this Final Judgment, and all such reasonable
and design decisions regarding the Payload from the Northrop Payload Business. To costs of the DoD arising solely from
on a non-discriminatory basis between its in- assure the above. Northrop: monitoring, complying with, or enforcing
house proposal team(s) and any Prime (1) Shall establish a separately protected this Final Judgment, excluding the salaries
Contractor with which Northrop has teamed communications network for the S&E and benefits of United States government
to supply its Payload. Business as distinct from the Northrop employees, and including but not limited to,
(2) If the Compliance Officer concludes Payload Business: the costs of the Compliance Officer and the
that Northrop has discriminated in favor of (2) shall maintain separate physical costs associated with the retention of third
its in-house proposal team, failed to negotiate locations for each such business: parties to assist the Compliance Officer.
a teaming agreement or contract in good (3) shall use commercially reasonable (2) Northrop shall not charge to the DoD,
faith, or refused to enter into a commercially efforts to avoid transferring employees either directly or indirectly, any costs of DoD
reasonable teaming agreement or contract, between the S&E Business and the Northrop referred to in Section IV.I(1). Northrop shall
the Compliance Officer shall refer the matter Payload Business, and shall not transfer not charge to DoD, either directly or
to the Secretary of the Air Force who shall personnel, including employees and indirectly, any of Nortrop’s costs, referred to
have the sole discretion to decide with independent contractors, between the S&E in Section IV.I(1), including any remedial
whom, and on what terms. Northrop enters Business and the Northrop Payload Business costs, as defined by Section IV.I(3); provided,
into such teaming relationships, such without first requiring such transferred however, that costs referred to in Sectin
decision to be made within five (5) business personnel to acknowledge the restrictions of IV.I(1) incurred by Northrop, other than
days of the decision of the Compliance this Final Judgment as set forth herein. remedial costs, associated with normal
Officer. Records of such transfers, and copies of any business activities that could reasonably have
(3) Notwithstanding any provisions of this such acknowledgments, shall be maintained been undertaken by Northrop in the absence
Section IV.B, Northrop may refuse to supply during the term of this Final Judgment, and of this Final Judgment are not subject to the

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1870 Federal Register / Vol. 68, No. 9 / Tuesday, January 14, 2003 / Notices

charging restrictions of this Section IV.I(2), (9) hire, at the cost and expense of defendants to comply with any term of this
whether or not such activities are affected by Northrop, a third party (or third parties) to Final Judgment, he shall notify the Secretary
this Final Judgment; and further provided assist in the execution of this Final Judgment, of the Air Force and the General Counsel of
that, in the event that the Antitrust Division which third party (or third parties) shall be the DoD. As soon as practical, the
seeks to have the Court find Northrop in solely accountable to the Compliance Officer, Compliance Officer shall inform Northrop
contempt or impose civil penalties and the and shall have such duties responsibilities as that he has notified the Secretary of the Air
conduct at issue is held by the Court to be determined by the Compliance Officer and Force and the general Counsel of the DoD of
compliant with the non-discrimination that do not exceed the Compliance Officer’s the failure and the material nature of the
provisions of this Final Judgment, the duties and responsibilities as set forth in the assertion or allegation of noncompliance.
remedial costs disallowed pursuant to this Final Judgment; provided, however, that the
Section may be charged to DoD. professional staff (including third party VI. Compliance
(3) remedial costs are those costs, incurred consultants) reporting to the Compliance A. For the purposes of determining or
by Northrop, relating directly to the Officer shall be no larger than ten (10) securing compliance with this Final
administration of measures to remedy persons (measured by full-time equivalents), Judgment, or of determining whether the
conduct of Northrop in violation of this Final with such maximum to be expanded solely Final Judgment should be modified or
Judgment, where the following conditions are with the permission of the Secretary of the vacated and subject to any legally recognized
met: Air Force as necessary to the execution of privilege, from time to time duly authorized
(a) the conduct of Northrop was not this Final Judgment; and provided that such representatives of the Antitrust Division,
undertaken pursuant to prior written professional staff (including third party including consultants and other persons
direction or approval of the Compliance consultants) shall maintain the retained by plaintiff, shall upon written
Officer: confidentiality of business sensitive or request of a duly authorized representative of
(b) the Secretary of the Air Force has taken proprietary information and documents of the Assistant Attorney General in charge of
action in accordance with Sections IV.A(2) or Northrop or any other person; and the Antitrust Division, and on reasonable
IV.B(2) indicating concurrence with the (10) advise Northrop as soon as practical of notice of defendants be permitted:
Compliance Officer’s conclusion that the material nature of assertions or (1) Access during defendants office hours
Northrop has engaged in conduct in violation allegations of noncompliance that the to inspect and copy or at plaintiff’s option to
of this Final Judgment with respect to a Compliance Officer intends to investigate require defendants to provide copies of, all
United States Government Satellite Program; and, within reasonable time limits set by the books, ledgers, correspondence, memoranda,
and Compliance Officer, attempt to resolve any accounts, records, and documents in the
(c) said costs are incurred after the date of deficiencies in Northrop’s performing its possession, custody, or control of defendants
the Secretary of the Air Force’s action. obligations under this Final Judgment. relating to any matters contained in this Final
B. Defendants shall not object to the
V. Appointment of Compliance Officer Judgment; and
Compliance Officer chosen by the Secretary
(2) To interview, either informally or on
To effect the procedures set forth in this of Defense.
the record defendants officers, employees, or
Final Judgment, the Secretary of Defense C. Defendants shall use their best efforts to
agents, who may have their individual
shall appoint a Compliance Officer, who assist the Compliance Officer in
counsel present regarding such matters. The
shall be an employee of the United States accomplishing the procedures established in
government. The Compliance Officer shall this Final Judgment. Defendants shall take no interviews shall be subject to the reasonable
oversee compliance by the defendants with action to interfere with or to impede the convenience of the interviewee and without
the terms of this Final Judgment, and shall Compliance Officer’s accomplishment of restraint or interference by defendants.
have the power and authority to oversee such these procedures. B. Upon the written request of the Attorney
compliance and such other powers as this D. Defendants shall furnish to the general or of the Assistant Attorney General
Court deems appropriate. Compliance Officer a compliance report, to in charge of the Antitrust Division,
A. To perform his duties and be submitted as directed by the Compliance defendants shall submit such written reports
responsibilities, and subject to any legally Officer, but in any event no less frequently under oath if requested, with respect to any
recognized privilege, the Compliance Officer than on an annual basis or more frequently matter contained in the Final Judgment and
may: than quarterly. The compliance report shall the Stipulation and Order.
(1) Investigate any complaint or contain an affidavit that describes the actions C. No information or documents obtained
representation made to him or made defendants have taken and the steps by the means provided in this Section shall
available to him with respect to any matter defendants have implemented to comply be divulged by a representative of plaintiff to
arising in relation to or connected with with the terms of this Final Judgment. The any person other than a duly authorized
compliance by Northrop with this Final Compliance Officer may direct defendants to representative of the Executive Branch of the
Judgment; include in their report any other information United States, except in the course of legal
(2) interview any Northrop personnel, the Compliance Officer deems useful or proceedings to which the United States is a
subject to the reasonable convenience of such necessary. party (including grand jury proceedings), or
personnel, without restraint or interference E. The Compliance Officer shall report in for the purpose of securing compliance with
by Northrop; writing on an annual basis to the Secretary this Final Judgment, or as otherwise required
(3) during normal business hours, inspect of the Air Force, the General Counsel of the by law.
and copy any document in the possession, DoD and the Assistant Attorney General in D. If at the time information or documents
custody of Northrop; charge of the Antitrust Division a summary are furnished by defendants to plaintiff,
(4) during normal business hours, obtain of the actions the Compliance Officer has defendants represent and identify in writing
reasonable access to any systems or undertaken in performing his duties pursuant the material in any such information or
equipment to which Northrop personnel to this Final Judgment. Such report shall documents to which a claim of protection
have access; include any compliance reports submitted by may be asserted under Rule 26(c)(7) of the
(5) during normal business hours, obtain defendants to the Compliance Officer Federal Rules of Civil Procedure, and
access to and inspect any physical facility, pursuant to Subsection D above. If the defendants mark each pertinent page of such
building, or other premises to which Compliance Officer is unable to perform his material. ‘‘Subject to claim of protection
Northrop personnel have access; duties for whatever reason the Compliance under Rule 26(c)(7) of the Federal Rules Civil
(6) require Northrop to provide Officer shall promptly notify the above Procedure,’’ then ten (10) business days
compilations of documents, data, and other individuals. The Secretary of Defense shall notice shall be given by plaintiff to
information to Compliance Officer in such then appoint another Compliance Officer. defendants prior to divulging such material
form as the Compliance Officer may direct; The Secretary of Defense shall have the sole in any legal proceeding (other than a grant
(7) solicit and accept comments from third discretion to replace the Compliance Officer jury proceeding) to which defendants are not
parties; at any time when the Secretary of Defense a party.
(8) utilize DoD or other United States considers such action appropriate. E. When the General Counsel of the DoD
government staff as appropriate to assist in F. If the Compliance Officer has reason to has reason to believe that there has been a
the execution of the Final Judgment; believe that there has been a failure of the failure by the defendants to comply with any

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Federal Register / Vol. 68, No. 9 / Tuesday, January 14, 2003 / Notices 1871

term of this Final Judgment, the General announces a meeting of the NASA Any person may observe meetings, or
Counsel of the DoD shall notify the Assistant Advisory Council, Biological and portions thereof, of advisory panels
Attorney General in charge of the Antitrust Physical Research Advisory Committee, which are open to the public, and, if
Division. Space Station Utilization Advisory time allows, may be permitted to
F. The Assistant Attorney General in
charge of the Antitrust Division shall have
Subcommittee (SSUAS). participate in the panel’s discussions at
the sole discretion to seek appropriate DATES: Monday, February 3, 2003, 8 the discretion of the panel chairman and
enforcement of this Final Judgment with the a.m. to 5 p.m., and Tuesday, February with the approval of the full-time
Court, either as the result of a referral or on 4, 2003, 8 a.m. to 5 p.m. Federal employee in attendance.
the Antitrust Division’s own initiative. ADDRESSES: South Shore Harbour If you need special accommodations
VII. Civil Penalties Resort, 2500 South Shore Blvd., League, due to a disability, please contact the
Texas 77573. Office of AccessAbility, National
The Court may order Northrop to pay a Endowment for the Arts, 1100
civil penalty of up to $10 million for each FOR FURTHER INFORMATION CONTACT: Dr.
Pennsylvania Avenue, NW.,
violation of this Final Judgment. Neal Pellis, Code U, National
Washington, DC 20506, 202/682–5532,
VIII. Retention of Jurisdiction Aeronautics and Space Administration,
TDY–TDD 202/682–5496, at least seven
Houston, TX 77058, (281) 483–2357.
This Court retains jurisdiction to enable (7) days prior to the meeting.
any party to this Final Judgment to apply to SUPPLEMENTARY INFORMATION: The
Further information with reference to
this Court at any time for further orders and meeting will be open to the public up this meeting can be obtained from Ms.
directions as may be necessary or appropriate to the seating capacity of the room. Andi Mathis, State and Regional
to carry out or construe this Final Judgment, Advance notice of attendance to the Specialist, National Endowment for the
to modify any of its provisions, to enforce Executive Secretary is requested. The
compliance, and to punish violations of its
Arts, Washington, DC, 20506, or call
agenda for the meeting will include the 202/682–5430.
provisions. following topics:
IX. Third Party Rights • Research Report on Increment Five Dated: January 9, 2003.
Research Plans for Increments 6 and 7 Kathy Plowitz-Worden,
Nothing in this Final Judgment is intended
to confer upon any other persons any rights • Telecon with Investigators Panel Coordinator, Panel Operations,
or remedies of any nature whatsoever • Operations Report National Endowment for the Arts.
hereunder or by reason of this Final • Office of Biological and Physical [FR Doc. 03–831 Filed 1–13–03; 8:45 am]
Judgment. Research Report BILLING CODE 7537–01–U
• International Space Station (ISS)
X. Expiration of Final Judgment
Program Status/Plans
This Final Judgment shall expire seven (7) • ISS Payloads Office Report
years from the date of entry; provided that, • Response to Prior NUCLEAR REGULATORY
before the expiration of this Final Judgment, Recommendations COMMISSION
plaintiff, after consultation with DoD, may
• Recommendations
petition the Court to extend the Final [Docket No. 72–2]
Judgment for a period of up to three (3) years.
It is imperative that the meeting be
In no event shall the terms of this Final held on this date to accommodate the Virginia Electric and Power Company;
Judgment exceed a period of ten (10) years. scheduling priorities of the key Notice of Docketing, Notice of
participants. Visitors will be requested Proposed Action, and Notice of
XI. Public Interest Determination to sign a visitor’s register.
Entry of this Final Judgment is in the
Opportunity for a Hearing for Renewal
public interest. June W. Edwards, of Materials License SNM–2501 for the
Date: lllllll Advisory Committee Management Officer, Surry Independent Spent Fuel Storage
Court approval subject to procedures of National Aeronautics and Space Installation
Antitrust Procedures and Penalties Act, 15 Administration.
The U. S. Nuclear Regulatory
U.S.C. 16 [FR Doc. 03–658 Filed 1–13–03; 8:45 am]
Commission (NRC or Commission) is
lllllllllllllllllllll BILLING CODE 7510–01–P
considering an application dated April
United States District Judge
29, 2002, for the renewal of materials
[FR Doc. 03–623 Filed 1–13–03; 8:45 am] license SNM–2501 under the provisions
NATIONAL FOUNDATION ON THE of 10 CFR part 72, from Virginia Electric
ARTS AND THE HUMANITIES and Power Company (the applicant or
Virginia Power) for the receipt,
National Endowment for the Arts;
NATIONAL AERONAUTICS AND possession, storage and transfer of spent
Partnerships Advisory Panel
SPACE ADMINISTRATION fuel and other radioactive materials
Pursuant to Section 10(a)(2) of the associated with spent fuel at the Surry
[Notice (03–002)] Federal Advisory Committee Act (Pub. Independent Spent Fuel Storage
L. 92–463), as amended, notice is hereby Installation (ISFSI), located at the Surry
NASA Advisory Council, Biological
given that a meeting of the Partnerships Nuclear Power Station site in Surry
and Physical Research Advisory
Advisory Panel (National Services), to County, Virginia. If granted, the
Committee, Space Station Utilization
the National Council on the Arts will be renewed license will authorize the
Advisory Subcommittee; Meeting
held by teleconference from 2 p.m. to 3 applicant to continue to store spent fuel
AGENCY: National Aeronautics and p.m. on January 21, 2003 from the in a dry cask storage system at the
Space Administration. Nancy Hanks Center, 1100 Pennsylvania applicant’s Surry ISFSI. Pursuant to the
ACTION: Notice of meeting. Avenue, NW., Washington, DC, 20506. provisions of 10 CFR part 72, the
This meeting will be open to the renewal term of the license for the ISFSI
SUMMARY: In accordance with the public. Topics will include review of would be twenty (20) years; however,
Federal Advisory Committee Act, Public the National Services application and the applicant has submitted a separate
Law 92–463, as amended, the National discussion of guidelines and policy exemption request with the license
Aeronautics and Space Administration issues. renewal application, which, if granted,

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