Verified Complaint: U.S. v. United Continental Holdings, Inc. and Delta Air Lines Inc.

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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEW JERSEY

UNITED STATES OF AMERICA,

450 Fifth Street, NW, Suite 8000

Washington, DC 20530

Plaintiff,

UNITED CONTINENTAL HOLDINGS,

INC.,

233 S. Wacker Drive

Chicago, IL 60606

and

DELTA AIR LINES, INC.,

1030 Delta Boulevard

Atlanta, GA 30354

Defendants.

Case No.

VERIFIED COMPLAINT

The United States of America, acting under the direction of the Attorney General

of the United States, brings this civil antitrust action to enjoin the proposed acquisition of

additional airport takeoff and landing slots at Newark Liberty International Airport

(“Newark”) by the dominant airline at that airport, United Continental Holdings, Inc.

(“United”).

I. INTRODUCTION

1. Over 35 million passengers fly in and out of Newark each year to

destinations across the United States and around the world. Newark serves the New

York-New Jersey metropolitan area and is the most convenient airport for passengers

traveling to or from locations in populous Northern New Jersey and portions of

Manhattan. To serve Newark, an airline must have “slots,” which are takeoff and landing

authorizations issued by the Federal Aviation Administration (“FAA”) to manage airport

congestion and delay.

2. Air passengers flying out of Newark pay among the highest fares in the

country. United is the monopoly nonstop provider to 139 of the 206 destinations served

nonstop from Newark, and already controls 902 (or 73%) of the 1,233 slots the FAA has

allocated to airlines at the airport—over 10 times more slots than the next largest airline.

No other airline controls more than 70 slots.

100

200

300

400

500

600

700

800

900

1000

United Am erican Delta Southwest JetBlue Virgin

America

Alaska

SlotHoldings

NewarkSlotsAllocatedtoDomesticAirlines

3. United does not use all of the slots it controls at Newark. Each day, it

“grounds” as many as 82 slots at Newark—more slots than any of its competitors have

the option to fly. United’s failure to use the slots it already controls deprives Newark

passengers of flight options that would exist if the slots were flown.

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4. Yet United wants more. It is now attempting to acquire 24 slots from one

of its largest competitors at Newark, Delta Air Lines, Inc. (“Delta”). But with each

additional slot it acquires, United reduces competition and forecloses entry or expansion

of a rival that would otherwise use the slot to compete. In doing so, United strengthens

an already formidable barrier to competition at Newark. In short, permitting United to

acquire more slots would further entrench United’s dominance at Newark and foreclose

competition that is already in critically short supply. As a result, passengers at Newark

would face even higher fares and fewer choices.

II. DEFENDANTS AND THE TRANSACTION

5. Defendant United Continental Holdings, Inc., the parent company of

United Airlines, is a Delaware corporation headquartered in Chicago, Illinois. United is

the third largest airline in the world in terms of revenues. Last year United flew over 138

million passengers to over 352 destinations throughout the world. United has hubs in

Newark, Chicago, Denver, Dulles Airport, Houston, Los Angeles, and San Francisco.

6. Defendant Delta Air Lines, Inc., is a Delaware corporation headquartered

in Atlanta, Georgia. Delta is the second largest airline in the world in terms of revenues.

Last year Delta flew over 170 million passengers to over 316 destinations throughout the

world. Delta has hubs in Atlanta, Cincinnati, Detroit, John F. Kennedy International

Airport (“JFK”), LaGuardia Airport, Los Angeles, Minneapolis-St. Paul, and Salt Lake

City.

7. On June 16, 2015, United and Delta entered into the transaction

challenged here: a so-called “slot lease agreement” pursuant to which Delta would lease

to United 22 Newark slots that are usable year-round, and two Newark slots that are

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usable during the March to October summer season, for $14 million. The lease is long

term and automatically renewable and, despite FAA regulation prohibiting the sale of

Newark slots, is intended to effectuate a permanent transfer of the slots to United. This

slot lease agreement gives United control over these Newark slots.

8. Also on June 16, 2015, United and Delta entered into a separate slot lease

agreement pursuant to which United leased to Delta 24 year-round, three summer, and

three winter slots at JFK Airport (October to March), also for $14 million. The lease is

long term and automatically renewable, and is intended to effectuate a permanent transfer

of the slots to Delta. This slot lease agreement gives Delta control over these JFK slots.

That transaction closed in June 2015.

III. JURISDICTION, INTERSTATE COMMERCE, AND VENUE

9. The United States brings this action, and this Court has subject-matter

jurisdiction over this action, under Section 4 of the Sherman Act, 15 U.S.C. § 4, to

prevent and restrain United and Delta from violating Section 1 of the Sherman Act, and

United from violating Section 2 of the Sherman Act, 15 U.S.C. §§ 1 and 2.

10. The defendants are engaged in, and their activities substantially affect,

interstate commerce. United and Delta each annually transport millions of passengers

across state lines throughout this country, generating billions of dollars while doing so.

11. Venue is proper under Section 12 of the Clayton Act, 15 U.S.C. § 22.

This Court also has personal jurisdiction over each defendant. Both defendants are found

and transact business in this judicial district.

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IV. BACKGROUND

A. Slots Are a Barrier to Entry and Expansion at Newark

12. Lack of access to slots constitutes a barrier to entry and expansion at

Newark. To serve Newark, the FAA requires that an airline have slots—operational

authorizations allowing the carrier to take off and land during designated times of the

day. Newark is one of four airports in the United States on which the FAA has imposed

slot restraints. The FAA uses slot restraints to manage congestion and delay caused by

the fact that demand for service exceeds the airport’s capacity during certain times of

day.

13. At Newark, the FAA has imposed slot restraints from 6:00 A.M. to 10:59

P.M. Each slot is associated with a particular half-hour window during which the carrier

may perform either a takeoff or landing. The FAA has limited Newark to 81 operations,

or slots, per hour. Not all of the 81 slots per hour have been allocated to carriers. Some

slots are available from the FAA, but undesirable because they are for time periods or

days of the week that would not support a commercially viable service pattern without

additional slots at time periods when slots are unavailable.

14. Carriers may use their slots to serve any route out of Newark with aircraft

of any size. Thus, an airline can choose the destinations it will serve with its slots, and

the capacity and frequency with which it will serve them. Airlines continually reassess

how to deploy their assets, and enter and exit routes as they seek to take advantage of

profit opportunities. Airlines at slot-controlled airports such as Newark deploy slots in

different ways over time to respond to changes in consumer demand and competitive

moves by their rivals.

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15. At slot-controlled airports, slots at times of peak demand are particularly

scarce assets and have historically been concentrated in the hands of large airlines that

have little incentive to sell or lease slots to carriers that are most likely to compete

aggressively against them. This is particularly true at Newark where United holds 73%

of all allocated slots, the big three carriers (United, Delta, and American) together control

84%, and the significantly smaller slot holdings of low cost carriers and other domestic

competitors at the airport are almost entirely the result of government intervention.

16. Over the years, carriers other than the big three largely have been unable

to secure the slots necessary to enter or expand. For example, Virgin America tried to

obtain Newark slots from the FAA for years before finally obtaining 15 slots in 2013. As

Virgin Group’s founder, Richard Branson, explained: “It took us four years to get into

Newark. The slots were locked into the legacy carriers. . . . It was only when American

went bankrupt that we actually managed to get some slots there.” JetBlue and Alaska

Airlines have made similar attempts to add to their slim portfolios, but have been unable

to obtain additional slots at commercially viable times.

17. In the same vein, Alaska Airlines, Allegiant Air, Frontier Airlines, Spirit

Airlines, and Virgin America have jointly advocated for reforms of the existing slot

regimes at Newark and other airports, saying in a recent letter to the Department of

Transportation and the FAA that they “have been frustrated in their attempts to obtain

slots at commercially viable times of the day to provide this needed new service and

competition at the NYC Airports.”

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B. United is the Dominant Slot Holder at Newark

18. United controls 902 of the 1,233 allocated slots at Newark, flies to 189

destinations on a nonstop basis using those slots, and is the monopoly nonstop carrier to

139 of those destinations. United’s slot holdings dwarf those of its competitors. Delta,

the third largest slot holder at Newark, has only 64 slots and provides nonstop service to

just eight destinations. American has 70 slots and serves six destinations on a nonstop

basis. Low cost carriers Southwest and JetBlue are limited to 36 and 33 slots,

respectively, and each serves eight destinations on a nonstop basis. The remaining

carriers provide even more limited service. None has more than 25 slots or 2% of all

slots allocated at the airport; for example, Virgin America has just 15 slots, and Alaska

Airlines only four.

19. The bulk of United’s current slot portfolio was inherited from Continental

Airlines when it merged with United in 2010. Before the merger, the two airlines

competed on nonstop service on four large domestic routes out of Newark. At that time,

Continental held 894 slots at Newark and United held 36 slots.

20. In response to the Department of Justice’s concerns expressed during its

review of the United/Continental merger, United divested all of its 36 slots at Newark to

Southwest. United’s then-CEO, Jeff Smisek, touted the settlement: “We think this

would be a fair solution that would allow Continental and United to create an airline that

will provide customers with an unparalleled global network and top-quality products and

services, while enhancing domestic competition at Newark.”

21. Nevertheless, United has attempted three times in the intervening years to

reverse the benefits to consumers of that divestiture by increasing its slot dominance at

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Newark. In July 2014, United presented to the Justice Department a proposal under

which it would reacquire from Southwest the very 36 slots it had divested as a condition

of its merger. When the Department of Justice objected, United abandoned the

transaction. Several months later, in March 2015, United returned with a proposal to

acquire 18 Newark slots from American in exchange for 26 slots at JFK. When the

Department of Justice again expressed competitive concerns about United’s acquisition

of additional slots at Newark, negotiations between United and American broke down

and the deal was abandoned. In June 2015, United returned once again with the current

proposal to acquire 24 Newark slots, this time from Delta.

22. The present transaction is the latest of United’s efforts to buy up any

additional slots that become available at Newark, despite United already owning more

than it is willing to use. Just before its merger with United, Continental acquired 13 slots

from AirTran, and after it, the merged firm acquired an additional eight slots from

Republic in two separate transactions.

C. United Does Not Use Many of the Slots it Already Controls at Newark

23. Even as United seeks to enhance its dominance at Newark with the

acquisition of 24 additional slots, United holds many slots that it does not use. Indeed,

United “grounds” as many as 82 slots each day. As illustrated in the chart below,

United’s unused slots exceed the slots, both used and unused, of each of its competitors:

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United

(unused)

American Delta Southwest JetBlue Virgin

America

Alaska

Slots

United'sUnusedSlotsvs.OtherDomestic

Airlines'TotalSlotsatNewark

24. Despite its dominance of slots and stockpile of unused slots, United

persists in its efforts to buy up more slots at Newark. United has suggested the slots it

proposes to acquire from Delta could allow it to provide service to a handful of new

destinations and add frequencies to existing routes, though it has yet to commit to

specific service plans. But United’s existing cache of excess slots would allow it to add

flights at Newark if that were its true goal.

D. Slots in the Hands of Rivals Force United to Compete

25. When new entrants have acquired slots at Newark, they have forced

United to compete on the merits, resulting in measurable benefits for consumers. For

example, when United divested 36 slots to Southwest in 2010 to address the Department

of Justice’s concerns with the United/Continental merger, Southwest initiated low fare

service out of Newark. United was forced to compete and fares dropped significantly.

Southwest used the slots to enter the five nonstop routes from Newark listed below. The

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introduction of head-to-head competition against the merged United/Continental on these

routes resulted in substantially lower fares to consumers and increased seats available to

travelers:

Route

Year-over-year

Percentage Decrease in

Average Fare

Year-over-year

Percentage Increase in

Number of Passengers

Newark-St. Louis -27% 66%

Newark-Houston -15% 53%

Newark-Phoenix -14% 57%

Newark-Chicago -11% 35%

Newark-Denver -5% 49%

Passengers flying on these five nonstop routes after Southwest began service saved about

$75 million annually compared to what they would have paid under United’s

substantially higher fares before Southwest’s entry.

26. Similarly, when Virgin America acquired slots from American in 2012

and launched service to Los Angeles and San Francisco in direct competition with

United, United was forced to respond. It substantially increased capacity and reduced

fares on those routes. Virgin Group’s founder described the benefits of this fierce

competition in a public interview: “They’ve [United] slashed the fares by 40 percent to

try to damage us. Obviously, we’ve matched the fares. . . . The public is going to be

very, very happy with that.” United later calculated that its pricing concessions on these

two routes in response to Virgin’s entry cost it approximately $66 million in annual

revenue.

27. By buying up additional slots at Newark, United strengthens an already

substantial barrier to entry and expansion and forecloses competition from its rivals. As

past experience at Newark shows, such entry and expansion produces significant benefits

for consumers.

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V. RELEVANT MARKETS

28. If permitted to proceed, anticompetitive effects from the proposed

transaction would arise in at least two relevant antitrust markets: the market for Newark

slots, and the market for scheduled air passenger service between Newark and other

destinations.

A. Takeoff and Landing Slots at Newark Airport

29. Slots at Newark, particularly in peak hours, are difficult to obtain and only

rarely change hands between airlines. Even rarer are instances in which slots pass from

one of the big three airlines to a low cost carrier or other competitor. There are no

alternatives to slots for airlines seeking to enter or expand service at Newark.

30. Airlines do not view service at other airports as reasonable substitutes for

service offered at Newark, and thus they are unlikely to switch away from slots at

Newark in response to a small but significant increase in the price of slots. Thus, slots at

Newark constitute a relevant market under the antitrust laws.

B. Scheduled Air Passenger Service Between Newark and Other Destinations

31. Air passenger service to and from Newark constitutes a relevant antitrust

market. The Department in the context of its reviews of airline mergers would typically

examine each route from Newark to another airport as a relevant market itself or as part

of a broader relevant market involving flights between two cities. We analyze

competition at the route level because we are able to see where competition between the

two merging firms exists and analyze directly on which route harm is likely to occur.

32. However, in this transaction, the asset that is being acquired is a package

of slots, and those slots can be used on any route that the carrier holding the slots

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chooses. As a consequence, the impact of a slot transaction on particular routes will

differ depending upon how the slots acquired will be used, which can and does change

over time. In other words, a slot is simply a form of capacity that can be shifted as

needed to and from routes within the Newark airport as a whole. Given that slots can be

used to serve any route to or from Newark, it is appropriate to aggregate all routes that

either originate or terminate in Newark for the purpose of defining a relevant market in

which the transaction will cause anticompetitive harm.

33. In addition, while LaGuardia and JFK offer service to many of the same

cities served out of Newark, Newark is the most convenient airport for passengers

traveling to or from locations in Northern New Jersey and portions of Manhattan. Many

passengers who live or work in these areas have a strong preference for Newark over

LaGuardia and JFK, do not consider those other airports to be meaningful alternatives,

and would not turn to them even if fares at Newark were to increase by a modest amount.

34. A hypothetical monopolist over all scheduled air passenger service at

Newark likely would increase fares on routes to and from Newark by, on average, at least

a small but significant and non-transitory amount. Thus, scheduled air passenger service

to and from Newark is a relevant market under the antitrust laws.

VI. ANTICOMPETITIVE EFFECTS OF THE TRANSACTION

A. The Market for Scheduled Air Passenger Service Between Newark and

Other Destinations and the Market for Slots at Newark Airport are Highly

Concentrated and Would Become More So as a Result of the Proposed

Transaction

35. Market concentration is one useful indicator of the level of competitive

vigor in a market, and of the likely competitive effects of a transaction involving

competitors. The more concentrated a market, and the more a transaction would increase

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concentration in a market, the more likely it is that a transaction would result in a

meaningful reduction in competition. Concentration in relevant markets is typically

measured by the Herfindahl-Hirschman Index (“HHI”). The Horizontal Merger

Guidelines consider markets in which the HHI exceeds 2,500 points to be “highly

concentrated.” Horizontal Merger Guidelines, § 5.3. The Guidelines further consider

post-acquisition increases in HHI of more than 200 points to be significant increases in

concentration that are “presumed to be likely to enhance market power.” Id.

36. Slots are in essence units of capacity that can be deployed by carriers to

serve any destination to or from Newark. Lack of access to slots constitutes a barrier to

an airline’s ability to provide air passenger service between Newark and other

destinations in competition with United. A carrier’s Newark slot holdings therefore

provide a measure of its ability to compete for passengers at Newark, and each firm’s

share of Newark slots reflects its competitive significance in the air passenger service

market.

37. United’s proposed acquisition of 24 slots from Delta would give United a

market share of approximately 75% in the already highly concentrated Newark slots

market, and a correspondingly high share in the Newark air passenger service market.

United would be by far the largest holder of slots, dwarfing the second largest carrier,

American, which controls just under 6%. The pre-acquisition HHI is 5440—double the

level considered to be highly concentrated under the Horizontal Merger Guidelines. Id.

The post-acquisition HHI would increase to 5710. The resulting change in concentration

of 270 represents a significant increase in concentration. These facts create a strong

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presumption that the transaction would enhance United’s market power and harm

competition at Newark.

38. United’s 73% share of Newark slots is consistent with other measures of

concentration at the airport. For example, United accounts for 73% of scheduled flights

at Newark and 68% of seats.

B. The Proposed Transaction Would Diminish Delta’s Competitive

Significance at Newark, Foreclose Other Airlines from Obtaining Slots

Needed to Compete Against United, and Reduce Service at Newark

39. As the largest airline at Newark by a substantial margin, United already

enjoys market power, which its competitors, with their significantly smaller slot holdings,

have limited ability to discipline. United’s large pool of Newark slots affords it

tremendous flexibility to defend its dominance at Newark. It can neutralize rivals’ efforts

to enter or expand by adding flights to the route or routes that are threatened, making it

difficult for rivals to attract enough passengers to operate profitably. By contrast,

United’s existing competitors and new entrants with very few slots are limited in their

ability to add service or shift flights to other Newark routes to counter United’s

initiatives.

40. If the proposed transaction is not enjoined, one immediate impact is that

it would diminish Delta’s ability to compete on routes served by United out of Newark,

leaving Delta with only 40 slots to compete against United’s 926. Delta and United

currently compete on domestic nonstop service to Delta’s hubs in Atlanta, Cincinnati

Detroit, and Minneapolis, and consumers have benefitted from this competition. But

with one-third fewer slots, Delta would need to cut back service to one or more of these

cities or reschedule flights at less convenient times. Moreover, with no slots to spare,

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Delta would have no ability to add frequencies to counter initiatives by United, its only

nonstop competitor on these routes. Nor would Delta have slots available to launch new

service or reinstate service to markets it once served in response to changes in consumer

demand.

41. The proposed transaction would also substantially reduce the likelihood of

entry or expansion by other airlines at Newark. As the third largest slot holder at

Newark, Delta is one of the most promising sources of slots for new entrants seeking to

serve the airport. By agreeing to transfer these slots to United—the dominant firm—for

$14 million, Delta has signaled its willingness to part with these valuable competitive

assets. In the hands of anyone other than United, these slots would result in more

competition for United at Newark. By contrast, if the slots are acquired by United, such

competition is foreclosed.

42. As the dominant carrier with 73% of the slots and 73% of the flights at

Newark, United has a strong incentive to pursue a foreclosure strategy. It stands to lose

more than any other airline from entry or expansion by rivals because any new service is

likely to introduce competition on one of its routes. As a result, United has a greater

incentive than any other Newark carrier, including Delta, to keep slots out of the hands of

its competitors. Delta is unlikely to face new entry or expansion on routes serving its

hubs. United’s incentive and ability to engage in foreclosure strategies at Newark would

increase with an increase in the number of slots it controls.

43. The transaction likely would also result in reduced service at Newark,

pushing up fares and leaving passengers with less choice. United’s portfolio of 902

Newark slots permits the operation of as many as 451 roundtrip flights each day. On

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average, however, United only operates 386 roundtrip flights each day at Newark. By

consciously limiting its Newark capacity, United is able to raise fares to and from the

airport. And with significantly fewer slots, United’s competitors have little ability to

adjust frequencies to respond to United’s capacity reductions. Thus, United can reduce

service on a route without fear that its rivals will enter or expand and steal business. The

proposed transaction would make this dynamic worse since it would reduce the number

of slots that could be deployed to compete against United.

VII. MONOPOLY MAINTENENCE

44. United’s control of 73% of the slots at Newark gives it monopoly power

over the markets for Newark slots and Newark scheduled air passenger service. United is

already exercising this monopoly power, and has long been able to extract a “Newark

premium” for its service. Indeed, airfares at Newark are among the highest in the country

and service ranks among the worst.

45. United now seeks to maintain and enhance its monopoly power by

acquiring 24 additional slots from one of its largest competitors at Newark, Delta. The

addition of 24 slots to United’s existing cache would further enhance its existing

monopoly power as well as its ability to maintain and reinforce the high entry barriers

faced by competitors seeking to enter or expand at Newark.

VIII. ABSENCE OF COUNTERVAILING FACTORS

46. New entry or expansion by existing competitors is unlikely to prevent or

remedy the transaction’s likely anticompetitive effects. United’s rivals cannot easily

enter or expand service at Newark due to the limited availability of slots as well as other

barriers to entry.

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47. There are no transaction-specific efficiencies that outweigh the likely

competitive harms of the proposed transaction. United claims it will use the 24 slots it

proposes to acquire from Delta to serve a handful of new destinations and add

frequencies to existing routes. On this basis, United asserts that the transaction would

result in network efficiencies and benefits to consumers. But United has yet to commit to

a specific service plan, and it already has dozens of extra slots at its disposal should it

wish to add new service. Passengers at Newark will be better off if United is forced to

compete on the merits for their business.

IX. VIOLATIONS ALLEGED

48. The proposed transaction is a contract that would unreasonably restrain

interstate trade and commerce in violation of Section 1 of the Sherman Act, 15 U.S.C.

§ 1.

49. Through the proposed transaction and other actions, United is

monopolizing and/or maintaining and enhancing its current monopoly over the markets

for Newark slots and for scheduled air transportation in Newark in violation of Section 2

of the Sherman Act, 15 U.S.C. § 2.

50. Unless enjoined, the proposed transaction would impose a permanent

structural change at Newark that is likely to have the following effects, among others:

(a) The elimination of actual and potential competition between United and

Delta at Newark;

(b) The substantial reduction of Delta’s competitive presence at Newark;

thereby further enhancing United’s market power;

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(d) The further extension of barriers to entry and expansion at Newark by

United’s rivals;

(e) The increase in United’s ability to remove capacity from the Newark

markets; and

(f) The further entrenchment and enhancement of United’s already dominant

position at Newark.

X. REQUEST FOR RELIEF

51. Plaintiff, the United States of America, requests:

(a) That the proposed Newark slot lease agreement between United and Delta

be adjudged to violate Sections 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1 and 2;

(b) That Defendants be permanently enjoined from and restrained from

carrying out the proposed acquisition or any similar acquisition that would result

in United acquiring control of slots from Delta at Newark;

Department of Justice at least 90 days in advance of any acquisition, lease, or

agreement whereby United assumes long-term control of slots at Newark within

the next five years;

(d) That Plaintiff be awarded its costs of this action; and

(e) That Plaintiff be awarded such other relief as the Court may deem just and

proper.

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Dated this

10th

day

November 2015.

Respectfully submitted,

FOR PLAINTIFF UNITED STATES:

William J. Baer

Assistant Attorney General for Antitrust

Renata

Hesse

Deputy Assistant Attorney General

David I. Gelfand

Deputy Assistant Attorney General

Eric Mahn

Director

Litigation

Patrick A. Brink

Director

Civil Enforcement

PKathleen S. O'Neill

Chief

Transporation, Energy & Agriculture Section

Caroline

Laise

Assistant Chief

Transportation, Energy & Agriculture Section

Robert

Young

Attorney

Antitrust Division

U.S. Department

Justice

450 Fifth Street,

W., Suite 4100

Washington, DC 20530

Telephone: (202) 353-7131

Facsimile: (202) 307-2784

E-mail: [email protected]

Amanda

Klovers

DonP.

Amlin

Julie Scharfenberg Elmer

Andrew

Garver

Paul

O'Donnell

Attorneys for the United States

Local Counsel for Plaintiff:

PAUL

FISHMAN

United States Attorney

(Designated Local Counsel)

By: LETICIA B. V ANDEHAAR

Assistant United States Attorney

Deputy Chief, Civil Division

970 Broad Street, Suite 700

Newark,

New

Jersey 07102

Telephone: (973) 297-2036

E-mail: leticia. [email protected]

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LOCAL CIVIL RULE 11.2 CERTIFICATION

Pursuant to Local Civil Rule 11.2, I certify that the matter in controversy alleged in the

foregoing Complaint is not the subject

any other action pending in any court, or

any

pending arbitration or administrative proceeding.

Kathleen S. O'Neill

Chief, Transportation, Energy & Agriculture

Section

U.S. Department

Justice

Antitrust Division

450 Fifth Street, N.W., Suite 8000

Washington, D.C. 20530

Telephone: (202) 307-2931

Facsimile: (202) 307-2784

E-mail: [email protected]

Case 2:33-av-00001 Document 25697 Filed 11/10/15 Page 21 of 21 PageID: 722275

LOCAL CIVIL RULE 101.1 DESIGNATION OF AGENT

FOR

SERVICE

Pursuant to Local Civil Rule 101.1 (f), because the Antitrust Division (the "Division")

does not have an office

this district, the United States Attorney for the District

New

Jersey

is hereby designated as eligible as

alternative to the Division to receive service

all notices

or papers in the above-captioned action. Therefore, service upon the United States Attorney's

Office for the District

New

Jersey, 970 Broad Street,

7th

Floor, Newark,

New

Jersey 07102,

will constitute service upon the Division for purposes

this action.

Kathleen S. O'Neill

Chief, Transportation, Energy & Agriculture

Section

U.S. Department

Justice

Antitrust Division

450 Fifth Street, N.W., Suite 8000

Washington, D.C. 20530

Telephone: (202) 307-2931

Facsimile: (202) 307-2784

E-mail: [email protected]