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DEPARTMENT OF JUSTICE

BUREAU OF COMPETITION

ANTITRUST DIVISION

ANNUAL REPORT TO CONGRESS

FISCAL YEAR 2005

Pursuant to Subsection (j) of Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Twenty-Eighth Report)

Deborah Platt Majoras

Chairman

Federal Trade Commission

Thomas O. Barnett

Assistant Attorney General

Antitrust Division

INTRODUCTION

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act" or the "Act"),

together with Section 13(b) of the Federal Trade Commission Act and Section 15 of the Clayton

Act, enables the Federal Trade Commission (the "Commission") and the Antitrust Division of

the Department of Justice (the "Antitrust Division" or "Division") to obtain effective preliminary

relief against anticompetitive mergers and to prevent interim harm to competition and

consumers. The premerger notification program was instrumental in detecting transactions that

were the subject of the numerous enforcement actions brought in fiscal year 2005 to protect

consumers -- individual, business, and government -- against anticompetitive mergers.

The Commission and the Antitrust Division continue their efforts to protect competition

by identifying and investigating those mergers and acquisitions that raise potentially significant

competitive concerns. In fiscal year 2005, 1,695 transactions were reported under the HSR Act,

representing about a 17 percent increase from the 1,454 transactions reported in fiscal year 2004

and about a 66 percent decrease from the 4,926 transactions reported in fiscal year 2000, the last

full fiscal year under the previous reporting thresholds.1 (See Figure 1 below.)

HSR MERGER TRANSACTIONS REPORTED

FISCAL YEARS 1996 -2005

NUMBER OF TRANSACTIONS

6,000

4,926

4,642

4,728

5,000

3,702

4,000

3,087

3,000

2,376

2,000

1,454

1,187

1,695

1,014

1,000

FISCAL YEARS

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

Figure 1

During the year, the Commission challenged fourteen transactions, leading to nine

consent orders and four abandoned transactions. The Commission also authorized staff to seek

The decrease in the number of reportable transactions since fiscal year 2000 is, to a considerable extent, a

result of the significant statutory changes to the HSR Act that took effect on February 1, 2001. The legislation raised

the size-of-transaction threshold from $15 million to $50 million (with annual adjustments beginning in 2005), and

made other changes to the filing and waiting period requirements. Section 630 of the Department of Commerce,

Justice, and State, the Judiciary, and Related Agencies Appropriations Act, FY 2001, Pub. L. No. 106-553, 114 Stat.

2762. See also Appendix A.

injunctive relief in one matter. The Commission challenged the proposed merger of Chevron

Corporation and Unocal Corporation.2 The proposed merger would have likely imposed

additional costs on California consumers for California Air Resources Board reformulated

gasoline (“CARB RFG”). The Commission also challenged the proposed acquisition by Valero

L.P. for certain assets of Kaneb Services LLC and Kaneb Pipe Line Partners L.P,3 which would

have eliminated direct competition between Valero and Kaneb, which likely would have resulted

in an increase in the wholesale price of light petroleum products in certain areas of Pennsylvania,

Colorado, and Northern California.

The Antitrust Division challenged four merger transactions, leading to three consent

decrees and one other transaction that was restructured after the Division informed the parties of

its antitrust concerns relating to the transaction. The Division’s notable merger challenges

included the acquisition of AT&T Wireless by Cingular Wireless.4 The Division filed a

complaint alleging that the merger would reduce competition for mobile wireless

telecommunications service in ten geographic areas and that it would reduce competition for

mobile wireless broadband services in three additional markets.

In fiscal year 2005, the Commission’s Premerger Notification Office ("PNO") continued

to respond to thousands of telephone calls seeking information concerning the reportability of

transactions under the HSR Act and the details involved in completing and filing the Notification

and Report Form ("the filing form"). The HSR website, www.ftc.gov/bc/hsr/hsr.htm, continued

to provide improved access to information necessary to the notification process. The website

includes such information as introductory guides that provide an overview of the premerger

notification program and review process. It also provides access to the filing form and

instructions, the premerger notification statute and rules, notices of grants of early termination,

filing fee instructions, scheduled HSR events, training materials for new HSR practitioners, tips

for completing the filing form, procedures for submitting post-consummation filings, frequently

asked questions regarding the HSR filing requirements, and other useful information. The

website is the primary source of information for HSR practitioners seeking information on

changes to the Act and amendments to the premerger rules, including speeches, press releases,

summaries and highlights, and Federal Register notices about the amendments. The website also

includes a database of informal interpretation letters, giving the public ready access to PNO staff

interpretations of the premerger notification rules and the Act. As always, PNO staff continues

its efforts to assist HSR practitioners and readily provides them with needed information.

BACKGROUND OF THE HSR ACT

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. No.

94-435, amended the Clayton Act by adding a new Section 7A, 15 U.S.C. §18a. Subsection (j)

of Section 7A provides:

See infra p. 15.

See infra p. 16.

See infra p. 11.

Beginning not later than January 1, 1978, the Federal Trade Commission, with the

concurrence of the Assistant Attorney General, shall annually report to the

Congress on the operation of this section. Such report shall include an assessment

of the effects of this section, of the effects, purpose, and need for any rules

promulgated pursuant thereto, and any recommendations for revisions of this

section.

This is the 28th annual report to Congress pursuant to this provision. It covers fiscal year

2005 -- October 1, 2004 through September 30, 2005.

In general, the Act requires that certain proposed acquisitions of voting securities or

assets must be reported to the Commission and the Antitrust Division prior to consummation.

The parties must then wait a specified period, usually 30 days (15 days in the case of a cash

tender offer or a bankruptcy sale), before they may complete the transaction. Whether a

particular acquisition is subject to these requirements depends upon the value of the acquisition

and, in certain acquisitions, the size of the parties as measured by their sales and assets. Small

acquisitions, acquisitions involving small parties, and other classes of acquisitions that are less

likely to raise antitrust concerns are excluded from the Act’s coverage.

The primary purpose of the statutory scheme, as the legislative history makes clear, is to

provide the antitrust enforcement agencies with the opportunity to review mergers and

acquisitions before they occur. The premerger notification program, with its filing and waiting

period requirements, provides the agencies with both the time and the information necessary to

conduct this antitrust review. Much of the information for a preliminary antitrust evaluation is

included in the notification filed with the agencies by the parties to the proposed transactions and

is immediately available for review during the waiting period.

If either agency determines during the waiting period that further inquiry is necessary,

however, the agency is authorized by Section 7A(e) of the Clayton Act to issue a request for

additional information and documentary material (a “second request"). The second request

extends the waiting period for a specified period after all parties have complied with the request

(or, in the case of a tender offer or a bankruptcy sale, after the acquiring person complies). This

additional time provides the reviewing agency with the opportunity to analyze the information

and to take appropriate action before the transaction is consummated. If the reviewing agency

believes that a proposed transaction may substantially lessen competition, it may seek an

injunction in federal district court to prohibit consummation of the transaction. The Commission

may also challenge the transaction in administrative litigation.

The Commission, with the concurrence of the Assistant Attorney General for the

Antitrust Division, promulgated final rules implementing the premerger notification program on

July 31, 1978. At that time, a comprehensive Statement of Basis and Purpose was also

published, containing a section-by-section analysis of the rules and an item-by-item analysis of

the filing form. The program became effective on September 5, 1978. The Commission, with

the concurrence of the Assistant Attorney General, has amended the rules and the filing form on

several occasions over the years to improve the program's effectiveness and to lessen the burden

of complying with the rules.5

A STATISTICAL PROFILE OF THE PREMERGER NOTIFICATION PROGRAM

The appendices to this report provide a statistical summary of the operation of the

premerger notification program. Appendix A shows, for a ten-year period, the number of

transactions reported, the number of filings received, the number of merger investigations in

which second requests were issued, and the number of transactions in which requests for early

termination of the waiting period were received, granted, and not granted.6 Appendix A also

shows for fiscal years 1996 through 2005 the number of transactions in which second requests

could have been issued, as well as the percentage of transactions in which second requests were

issued. Appendix B provides a month-by-month comparison of the number of transactions

reported and the number of filings received for fiscal years 1996 through 2005.

The statistics set out in these appendices show that the number of transactions reported in

fiscal year 2005 increased approximately 17 percent from the number of transactions reported in

fiscal year 2004. In fiscal year 2005, 1,695 transactions were reported, while 1,454 were

reported in fiscal year 2004. The statistics in Appendix A also show that the number of merger

investigations in which second requests were issued in fiscal year 2005 increased approximately

43 percent from the number of merger investigations in which second requests were issued in

fiscal year 2004. Second requests were issued in 50 merger investigations in fiscal year 2005,

while second requests were issued in 35 merger investigations in fiscal year 2004. The

percentage of transactions resulting in second requests also increased, from 2.5 percent in fiscal

year 2004 to 3.1 percent in fiscal year 2005. (See Figure 2 below.)

43 Fed. Reg. 3443 (August 4, 1978); 43 Fed. Reg. 36053 (August 15, 1978); 44 Fed. Reg. (November 21,

1979); 45 Fed. Reg. 14205 (March 5, 1980); 48 Fed. Reg. 34427 (July 29, 1983); 50 Fed. Reg. 46633 (November

12, 1985); 51 Fed. Reg. 10368 (March 26, 1986); 52 Fed. Reg. 7066 (March 6, 1987); 52 Fed. Reg. 20058 (May 29,

1987); 54 Fed. Reg. 214251 (May 18, 1989); 55 Fed. Reg. 31371 (August 2, 1990); 60 Fed. Reg. 40704 (August 9,

1995); 61 Fed. Reg. 13666 (March 28, 1996); 63 Fed. Reg. 34592 (June 25, 1998); 66 Fed. Reg. 8680 (February 1,

2001); 66 Fed. Reg. 8723 (February 1, 2001); 66 Fed. Reg. 16241 (March 23, 2001); 66 Fed. Reg. 23561 (May 9,

2001); 66 Fed. Reg. 35541 (July 6, 2001); 67 Fed. Reg. 11898 (March 18, 2002); 67 Fed. Reg. 11904 (March 18,

2002); 68 Fed. Reg. 2425 (January 17, 2003); 70 Fed. Reg. 4988 (January 31, 2005); 70 Fed. Reg. 11501 (March 8,

2005); 70 Fed. Reg. 11526 (March 8, 2005); 70 Fed. Reg. 47733 (August 15, 2005); 70 Fed. Reg. 73369 (December

12, 2005; 70 Fed Reg. 77312 (December 30, 2005).

The term "transaction," as used in Appendices A and B, and Exhibit A to this report, does not refer only

to separate mergers or acquisitions. A particular merger, joint venture or acquisition may be structured such that it

involves more than one transaction. For example, cash tender offers, options to acquire voting securities from the

issuer, or options to acquire voting securities from someone other than the issuer, may result in multiple acquiring or

acquired persons that necessitate separate HSR transaction numbers to track the filing parties and waiting periods.

PERCENTAGE OF TRANSACTIONS RESULTING

IN SECOND REQUEST

4.5%

4.3%

4.0%

3.5%

3.6%

3.0%

3.5%

3.1%

2.5%

2.6%

2.0%

1.5%

1.0%

0.5%

2.7%

3.5%

2.1%

0.0%

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

Figure 2

The statistics in Appendix A also show that early termination of the waiting period was

requested in the majority of transactions. In fiscal year 2005, early termination was requested in

82 percent (1,385) of the transactions reported, down from fiscal year 2004 where it was

requested in 85 percent (1,241) of the transactions reported. Likewise, the percentage of

requests granted out of the total requested decreased from 76 percent in fiscal year 2004, to 72

percent in fiscal year 2005.

Statistical tables (Tables I through XI) in Exhibit A contain information about the

agencies’ enforcement activities for transactions reported in fiscal year 2005. The tables

provide, for various statistical breakdowns, the number and percentage of transactions in which

clearances to investigate were granted by one antitrust agency to the other and the number of

merger investigations in which second requests were issued. Table III of Exhibit A shows that,

in fiscal year 2005, clearance was granted to one or the other of the agencies for the purpose of

conducting an initial investigation in 18.9 percent of the total number of transactions in which a

second request could have been issued.

The tables also provide the number of transactions based on the dollar value of

transactions reported and the reporting threshold indicated in the notification report. The total

dollar value of reported transactions rose dramatically from fiscal years 1996 to 2000 from about

$677.4 billion to about $3 trillion. After the statutory thresholds were raised, the dollar value

declined to about $1 trillion in fiscal year 2001, $565.4 billion in fiscal year 2002, and $406.8

billion in fiscal year 2003. During the last two years, there has been an increase in the dollar

value of reported transactions rising to about $630 billion in fiscal year 2004 and to about $1.1

trillion in fiscal year 2005.

Tables X and XI provide the number of transactions in each industry group in which the

acquiring person or the acquired entity derived revenue. Figure 3 illustrates the percentage of

reportable transactions within industry groups for fiscal year 2005 based on the acquired entity’s

operations.

Percentage of Transactions By Industry Group

of Acquired Entity Fiscal Year 2005

Health Services

7.9%

Manufacturing

19.3%

Other

11.5%

Chemicals and Pharmaceuticals

5.4%

Transportation

3.5%

Banking/Insurance

10.6%

Information Technology

8.6%

Consumer Goods

29.4%

Energy & Natural Resources

3.8%

Figure 3

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

Compliance

The Commission and the Antitrust Division continued to monitor compliance with the

premerger notification program’s filing and waiting period requirements and initiated a number

of compliance investigations in fiscal year 2005. The agencies monitor compliance through a

variety of methods, including the review of newspapers and industry publications for

announcements of transactions that may not have been reported in accordance with the

requirements of the Act. In addition, industry sources, such as competitors, customers and

suppliers, and interested members of the public, often provide the agencies with information

about transactions and possible violations of the Act’s requirements.

Under Section 7A(g)(1) of the Act, any person that fails to comply with the Act’s

notification and waiting period requirements is liable for a civil penalty of up to $11,000 for each

day the violation continues.7 The antitrust agencies examine the circumstances of each violation

to determine whether penalties should be sought.8 During fiscal year 2005, 73 corrective filings

for violations were received, and the agencies recovered $2,350,000 in civil penalties as a result

of two enforcement actions.

In United States v. Smithfield, Inc.,9 Smithfield, the nation’s largest hog producer and

pork packer, agreed on November 10, 2004 to pay a $2 million civil penalty to settle charges

brought by the Department of Justice in February 2003 that the company twice failed to comply

with premerger notification requirements before making acquisitions above the statutory

threshold of stock of its competitor, IBP Inc., which was at the time the nation’s second largest

pork packer. Smithfield’s claim that the acquisitions were exempt because they were “solely for

the purpose of investment” was rejected by the Department of Justice because Smithfield was

actively considering merging with IBP at the time the acquisitions were made.

In United States v. Scott R. Sacane,10 the complaint alleged that Scott R. Sacane, a

Connecticut hedge fund manager, failed to comply with notification and waiting period

requirements before making acquisitions of two companies through an investment fund that he

controlled. Sacane eventually held more than 50 percent of the voting securities of Aksys Ltd.

and more than $100 million of voting securities of Esperion Therapeutics, Inc., without

complying with the HSR Act. Under the terms of a consent decree filed simultaneously with the

suit, Sacane agreed to pay a civil penalty of $350,000 to settle the charges.

Final Rules

1. Non-corporate Entities

On March 8, 2005, the Commission, with the concurrence of the Assistant Attorney

General, published a Notice of Final Rulemaking11 responding to public comments to the

proposed rules published on April 8, 2004.12 The final rules are intended to apply the Act as

consistently as possible to all forms of legal entities, reconciling the disparate treatment of

corporations, partnerships, and limited liability companies under the rules, particularly in the

Effective November 20, 1996, dollar amounts specified in civil monetary penalty provisions within the

Commission’s jurisdiction were adjusted for inflation in accordance with the Debt Collection Improvement Act of

1996, Pub. L. No. 104-134 (April 26, 1996). The adjustments included, in part, an increase from $10,000 to $11,000

for each day during which a person is in violation under Section 7A(g)(1). 61 Fed. Reg. 54548 (October 21, 1996),

corrected at 61 Fed. Reg. 55840 (October 29, 1996).

When the parties inadvertently fail to file, the enforcement agencies generally do not seek penalties where

the parties promptly make corrective filings after discovering the failure to file, submit an acceptable explanation of

their failure to file, and have not previously violated the Act.

See the Annual Report to Congress, Fiscal Year 2003 for a description of this case.

United States v. Scott R. Sacane, No. 1:05CV01897 (D.D.C. filed September 26, 2005).

70 Fed. Reg. 11502 (March 8, 2005).

69 Fed. Reg. 18686 (April 8, 2004).

areas of formation of these entities, acquisition of interests in them, and the application of certain

exemptions. The central thrust of these rules changes is that meaningful antitrust review would

occur at the point at which control of an unincorporated entity changes.

The changes to the coverage rules included a revision to Section 801.1(b) to remove the

alternate control test for unincorporated entities; an amendment to Section 801.1(f) to define a

“non-corporate interest”; a revision to Section 801.2(d) to clarify the consolidation rule; an

amendment to Section 801.2(f) to define when acquiring interests in unincorporated entities may

constitute an acquisition; a new subsection to Section 801.10 to define how to value such an

acquisition; a new subsection to Section 801.13 to address aggregation of non-corporate

interests; and a new Section 801.50, which makes certain formations of unincorporated entities a

reportable event. There were also ministerial changes to Sections 801.4, 802.40, and 802.41 to

adapt their application to both corporations and unincorporated entities. Additionally, there were

minor changes to the Notification and Report Form to require that Item 5(d) be completed in

connection with the formation of an unincorporated entity, to reflect the applicability of Items 7

and 8 to unincorporated entities and to change the reporting requirement in Items 1, 2 and 7 with

regard to the formation of new entities.

Changes to the exemption rules included expanding Section 802.4 to eliminate the

dissimilar treatment of asset and voting securities acquisitions that are substantively the same;

codifying in Section 802.10 a longstanding informal interpretation that pro-rata reformations

(e.g. reincorporation in a new jurisdiction) are exempt transactions; changing Section 802.30 to

apply the intraperson exemption to entities that are controlled other than through holdings of

voting securities; and adding a new Section 802.65 to exempt acquisitions of non-corporate

interests in entities that are formed in connection with financing transactions.

In addition to amendments concerning unincorporated entities, there were technical

corrections to Sections 801.13, 801.15, and 802.2.

We note here that a comment received from the American Bar Association’s Section of

Antitrust Law expressed concern that the estimated number of additional filings these rules

would entail (as calculated in the Paperwork Reduction Act section of the proposed rules) may

not reflect the actual number that may ultimately be required. The Commission agreed that it

was difficult to project the impact of these changes and committed to monitoring the number and

types of transactions that require notification as a result of these amendments. Between

February 23, 2005 (when the Commission announced adoption of the Final Rules) and the end of

fiscal year 2005, a total of fifteen transactions that would not have been reportable prior to the

implementation of these rules changes required HSR filings.

Of those fifteen transactions made reportable by the non-corporate rule changes, nine of

the transactions involved the direct or indirect acquisition of a controlling, but not 100 percent,

interest in an existing unincorporated entity. The other six involved the formation of an

unincorporated joint venture. Ten of the transactions were granted early termination of the

waiting period. One transaction was cleared to the Federal Trade Commission for investigation.

No second requests were issued. The transactions involved a broad range of industries: Oil &

Gas (3); Healthcare (2); Electronics (2); Media and Telecommunications (2); Entertainment (1);

Aerospace (1); Software (1); Restaurants (1); Chemicals (1); and Financial (1). Five of the

transactions involved at least one foreign person.

The Commission has no means to count newly non-reportable transactions to determine

the effect of amended and new exemptions introduced by these rules changes. However, with

the amendments to the intraperson exemption,13 that exemption now applies to all transactions in

which the acquiring and the acquired person are the same. Based on an average of 32 such

transactions a year having been reported under the Act in the period from fiscal year 1997

through fiscal year 2004, it seems that the expansion of this exemption alone may more than

offset the increase in filings due to the introduction of these rules changes.

2. Threshold Adjustments

Effective March 2, 2005, the Commission, with the concurrence of the Assistant Attorney

General, amended the premerger notification rules14 to reflect adjustment and publication of

reporting thresholds as required by the 2000 amendments15 to Section 7A of the Clayton Act, 15

U.S.C. 18a.

The 2000 amendments to Section 7A require the Commission to publish adjustments to

the Act’s jurisdictional and filing fee thresholds annually, based on the change in the gross

national product, in accordance with Section 8(a)(5) for each fiscal year beginning after

September 30, 2004. The Commission amended the rules to provide a method for future

adjustments as required by the 2000 amendments and to reflect the revised thresholds in the

examples contained in the rules. These rules also adjusted references to the notification and

filing fee thresholds and other limitations in the rules and the Notification and Report Form and

Instructions to remain consistent with the revised jurisdictional and filing fee thresholds. The

revised thresholds will be published annually in January to be effective 30 days after

publication.16

3. Other Rules

Finally, on August 15, 2005, the Commission published a Notice of Proposed

Rulemaking17 that would enable filing parties to provide Internet links to certain documents in

lieu of paper copies, and to address “stale filing” situations, in which parties make premerger

notification filings but then fail to comply with a second request.

The Commission proposed a change to relieve the burden of complying with Items 4(a)

and (b) of the Notification and Report Form. Previously, paper copies of annual reports, annual

16 C.F.R. § 802.30.

70 Fed. Reg. 4988 (January 31, 2005).

15 U.S.C. 18a(a). See Pub. L. 106-553, 114 Stat. 2762.

The adjusted thresholds for 2006 were effective February 17, 2006. 71 Fed. Reg. 2943 (January 18,

70 Fed. Reg. 47733 (August 15, 2005).

2006).

audit reports and regularly prepared balance sheets and copies of certain documents, such as

10Ks filed with the Securities and Exchange Commission, were required in response to these

items. The proposed modification of paragraph 803.2(e) would allow filing persons to provide

an Internet address linking directly to the documents required by Items 4(a) and (b) in lieu of

providing paper copies.

The Commission also proposed an amendment to the rules to specify that an acquiring

person’s notification, and an acquired person’s notification in certain types of transactions, shall

expire after eighteen months if a second request to them remains outstanding.

The public comment period for these proposed rules ended on October 14, 2005. No

comments were received, and the final rules were published as proposed on December 12,

200518 and were effective on January 11, 2006. Several technical corrections required as a result

of the rulemaking on non-corporate entities were also included in these final rules.

MERGER ENFORCEMENT ACTIVITY19

1. The Department of Justice

During fiscal year 2005, the Antitrust Division challenged four merger transactions that it

concluded might have substantially lessened competition if allowed to proceed as proposed. In

three of these challenges, the Antitrust Division filed a complaint in U.S. district court. All three

of these cases were settled by consent decree. In the other merger challenge during fiscal year

2005, when apprised of the Antitrust Division’s concerns regarding their proposed transaction,

the parties restructured it to avoid competitive problems.20 The Antitrust Division also obtained

a civil penalty and injunctive relief settling a claim of violation of a consent decree entered in a

2000 merger case and succeeded in convincing the United States Court of Appeals for the Sixth

Circuit to reverse a grant of summary judgment for defendants in a merger challenge brought in

2003.

In United States, et al., v. Cingular Wireless Corporation, et al.,21 the Division

challenged the proposed $41 billion acquisition of AT&T Wireless by Cingular Wireless. The

complaint alleged that the transaction, as originally proposed, would have reduced competition

for mobile wireless telecommunications service in ten geographic areas, increasing the

70 Fed. Reg. 73369 (December 12, 2005).

All cases in this report were not necessarily reportable under the premerger notification program.

Because of provisions regarding the confidentiality of the information obtained pursuant to the Act, it would be

inappropriate to identify which cases were initiated under the program.

Department of Justice press release issued May 24, 2005 – Proposed Acquisition of Moneyline Telerate

by Reuters Ltd. The Division evaluated the transaction and the proposed restructuring in collaboration with the

European Commission’s Directorate-General for Competition, which was also reviewing the transaction.

United States and the State of Connecticut and the State of Texas v. Cingular Wireless Corporation, SBC

Communications Inc., BellSouth Corporation and AT&T Wireless Services, Inc., No. 1:04CV01850 (D.D.C. filed

October 25, 2004).

likelihood of unilateral actions by the merged firm to raise prices, diminish the quality or

quantity of services provided, refrain from or delay making investments in network

improvements, and refrain from or delay launching new services. The transaction also would

have lessened competition for mobile wireless broadband services in three additional markets. A

proposed consent decree settling the suit was filed simultaneously with the complaint. Under the

terms of the decree, the merged firm was required to divest assets in thirteen markets in eleven

states: Connecticut, Texas, Georgia, Kansas, Kentucky, Louisiana, Massachusetts, Missouri,

Michigan, Oklahoma, and Tennessee. The Court entered the consent decree on March 14, 2005.

In United States v. ALLTEL Corporation, et al.,22 the Division challenged ALLTEL

Corporation’s proposed $6 billion acquisition of Western Wireless Corporation, alleging that the

acquisition, as originally proposed, would have resulted in higher prices, lower quality and

quantity of services, and diminished investment in network improvements for mobile wireless

service consumers in sixteen rural areas in Nebraska, Kansas, and Arkansas. ALLTEL and

Western Wireless were regional mobile wireless service providers that served many rural

markets. Although the combination of these two regional providers gives the merged firm the

benefit of having a larger service area footprint, the proposed transaction would have reduced

competition in specific markets where ALLTEL and Western Wireless were each other’s most

significant competitors. The Division filed a proposed consent decree simultaneously with the

complaint, settling the suit. Under the terms of the consent decree, ALLTEL was required to

divest Western Wireless’ mobile wireless service business, including spectrum and customers, in

nine markets in Nebraska, six markets in Kansas, and one market in Arkansas. ALLTEL was

also required to divest the Cellular One service mark under which Western Wireless had

operated in the sixteen divestiture markets, as well as in almost all other areas in which it had

operated. The Court entered the consent decree on October 12, 2005.

In United States v. Waste Industries USA, Inc.,23 the Division challenged Waste

Industries’ August 2003 acquisition of waste-hauling assets from Allied Waste Industries, Inc.,

alleging that the acquisition had lessened competition for small container commercial hauling

services in the Southside of Virginia (the independent cities of Norfolk, Chesapeake, Virginia

Beach, Portsmouth, Suffolk, and Franklin, Virginia and the county of Southampton). Small

container commercial hauling involves the collection of waste from commercial establishments,

such as retail stores, offices and restaurants, as well as the shipment of the collected waste to

disposal sites. The complaint alleged the August 2003 transaction reduced the number of

significant firms competing in the collection of small container commercial waste in the

Southside of Virginia from four to three, giving Waste Industries control over approximately 43

percent of that market. The Division filed a proposed consent decree simultaneously with the

complaint, settling the suit. Under the terms of the decree, Waste Industries was required to

divest small container commercial hauling assets on certain routes in the Southside and to alter

its existing and future contracts for small container commercial waste-hauling services. The

United States v. ALLTEL Corporation and Western Wireless Corporation, No. 1:05CV01345 (D.D.C.

filed July 6, 2005).

United States v. Waste Industries USA, Inc., No. 2:05CV468 (E.D. Va. filed August 8, 2005).

contract modifications were to promote competition by making it easier for customers in the area

to switch to other small container commercial waste haulers. The Court entered the consent

decree on November 4, 2005.

Additionally, on November 30, 2004, the Division petitioned the Court to enter a

settlement agreement and enforcement order against Republic Services, Inc. for violating a

decree that was entered by the Court in 2000, in United States v. Allied Waste Industries, Inc.

and Republic Services, Inc.24 The Division alleged that Republic’s operations in both Lakeland,

Florida and Louisville, Kentucky used contracts with terms less favorable to customers than the

terms mandated by the 2000 decree. The purpose of that contract relief had been to make it

easier for Republic’s customers to switch to competing waste collection services. The settlement

agreement and enforcement order, which the Court entered on December 1, 2004, required

Republic to pay a $1.5 million civil penalty and to replace all of its existing customer contracts

involving terms exceeding those required by decree with contracts containing terms no more

restrictive than those required by decree.

In October 2004, the Division filed an appeal in United States and the Commonwealth of

Kentucky v. Dairy Farmers of America, Inc. and Southern Belle Dairy Co., LLC.25 Oral

argument took place in the Sixth Circuit on July 19, 2005. On October 25, 2005, the Court

reversed the District Court’s grant of summary judgment to defendants and remanded the case

for trial.

The Federal Trade Commission

The Commission challenged fourteen transactions that it concluded would have lessened

competition if allowed to proceed as proposed during fiscal year 2005,26 leading to nine consent

orders and four abandonments.27 In one matter, the Commission authorized staff to seek

injunctive relief in district court, which the court dismissed at the Commission’s request prior to

a preliminary injunction hearing.

In Federal Trade Commission v. Aloha Petroleum Ltd., and Trustreet Properties, Inc.,28

the Commission filed for a temporary restraining order and preliminary injunction to block

Aloha’s proposed acquisition of a half interest in an import-capable terminal and retail gasoline

See the Annual Report to Congress, Fiscal Year 2000 for a description of this case.

See the Annual Report to Congress, Fiscal Years 2003 and 2004 for a description of this case and its

disposition by the District Court.

To avoid double counting this report includes only those merger enforcement actions in which the

Commission took its first public action during fiscal year 2005.

The Commission did not make public statements about the transactions that were abandoned after the

parties were told of the Commission’s concerns about the proposed transactions.

Federal Trade Commission v. Aloha Petroleum, Ltd., and Trustreet Properties, Inc., Civ. No. CV05

00471 (D.D.C. filed July 27, 2005). On September 9, 2005, the district court entered the order dismissing the

complaint.

assets of Trustreet Properties, alleging that the acquisition would have substantially lessened

competition in the marketing of gasoline by bulk suppliers in Hawaii and in the retail sale of

gasoline on Oahu, resulting in higher prices to consumers. According to the complaint, Aloha

already owned a 50 percent interest in the Barbers Point petroleum importing terminal on Oahu

and, under the proposed transaction, would have acquired the other half interest from Trustreet.

The Barbers Point terminal was the newest on the island and could take full cargoes of gasoline,

which was the most economical way to bring in low-cost bulk supply to Hawaii. The proposed

transaction likely would have reduced the number of gasoline marketers with ownership of, or

guaranteed access to, a refinery or an import-capable terminal from five to four. It would have

also reduced from three to two the number of bulk suppliers who had been willing to sell to

unintegrated retailers. Subsequent to the Commission filing its complaint, Aloha announced it

would enter into a 20-year throughput agreement giving Mid Pac Petroleum LLC substantial

rights to use the Barbers Point terminal. The agreement essentially substituted Mid Pac for

Trustreet as a bulk supply gasoline marketer in Hawaii, making it a significant competitor in the

relevant market. As a result, the Commission filed a motion asking the district court to dismiss

the FTC’s complaint seeking an injunction.

In fiscal year 2005, the Commission accepted consent agreements for public comment in

nine merger cases. Eight of the consent agreements became final in fiscal year 2005; one

became final in fiscal year 2006.

In Genzyme Corporation/ILEX Oncology, Inc.,29 the complaint alleged that Genzyme’s

proposed $1 billion acquisition of ILEX would have substantially lessened competition in the

U.S. market for the research, development, manufacture, and sale of solid organ transplant

(“SOT”) acute therapy drugs. According to the complaint SOT acute therapy drugs are used to

suppress a recipient’s immune system in solid organ transplants. The U.S. market for such drugs

was highly concentrated and Genzyme was the leading supplier with its product, Thymoglobulin.

ILEX’s Campath, the newest entrant, accounted for a relatively small, but quickly gaining

market share. There were four other SOT acute therapy drugs used in the United States, but

Thymoglobulin and Campath had been especially close competitors because their mechanisms of

action were more alike than those of the other four products. The proposed transaction likely

would have eliminated direct competition between the parties, resulting in higher prices and

decreased development in this specialized drug area. Under the consent agreement, Genzyme

was required to divest all contractual rights to ILEX’s Campath.

In Cemex, S.A. de C.V.,30 the complaint alleged that Cemex’s proposed $5.8 billion

acquisition of RMC Group PLC would have substantially lessened competition in the

metropolitan Tucson, Arizona market for the manufacture and sale of ready-mix concrete.

According to the complaint, there were only three ready-mix concrete manufacturers in the

highly concentrated metropolitan Tucson market. If the transaction had been allowed to proceed

as proposed, the market likely would have become more concentrated with only two independent

suppliers of ready-mix concrete remaining. As a result, ready-mix concrete buyers in the market

Genzyme Corporation/ILEX Oncology, Inc., Docket No. C-4128 (issued December 20, 2004).

Cemex, S.A. de C.V., Docket No. C-4131 (issued February 11, 2005).

would have been forced to pay higher prices and receive diminished service. The consent order

required Cemex to divest RMC’s Tucson area ready-mix concrete assets.

In Cytec Industries Inc.,31 the complaint alleged that Cytec’s proposed $1.8 billion

acquisition of the Surface Specialties business of UCB S.A. would have substantially lessened

competition in the market for the research, development, manufacture, and sale of amino resins

for industrial liquid coatings and adhesion promotion in rubber in North America. According to

the complaint, the amino resins were used as cross-linking agents in thermoset surface coatings

for a range of applications, including automotive coatings, coil coatings, can coatings, appliance

coatings, and general maintenance coatings. They were also used to promote the adhesion of

rubber to materials in tires, thereby enhancing the performance and durability of tires. The

complaint asserted that for many years Cytec and UCB had been direct and substantial

competitors in the market for amino resins, and absent relief from the consent order this

competition likely would have been lost and not easily replaced, resulting in higher prices for

consumers. Under the order, Cytec was required to divest UCB’s amino resins business.

In Occidental Petroleum Corporation/Vulcan Materials Company,32 the complaint

alleged that the proposed $359 million acquisition by Occidental Petroleum Corporation for the

chemicals business of Vulcan Materials Company would have substantially lessened competition

in the U.S. market for the production and sale of the following products: (1) potassium

hydroxide (“KOH”), a raw material used in the production of many potassium chemicals such as

food additives for low-sodium foods; (2) potassium carbonate (“potcarb”), used as a nutrition

supplement for dairy cattle; and (3) anhydrous potassium carbonate (“APC”), the solid form of

potcarb. According to the complaint, Occidental, through its subsidiary Occidental Chemical

Company (“OxyChem”), and Vulcan were the primary U.S. competitors in the relevant markets

for many years and the only producers of APC in the country. The complaint also asserted that

each market was highly concentrated and consumers relied on the competition between

OxyChem and Vulcan to maintain competitive pricing. Under the consent order, OxyChem was

required to divest Vulcan’s Port Edwards, Wisconsin chemical facility and related assets.

In Chevron Corporation/Unocal Corporation,33 the complaint alleged that the proposed

$18 billion merger of Chevron and Unocal would have substantially lessened competition in the

marketing and refining of CARB RFG in California. According to the complaint, Chevron was a

leading refiner and marketer of CARB RFG. Unocal did not refine or market CARB RFG,

however it owned a portfolio of five U.S. patents relating to reformulated gasoline which

covered the production and supply of CARB RFG, particularly in the warm weather months.

The complaint asserted that Unocal licensed its RFG patents to others in exchange for payments

ranging from 1.2 to 3.4 cents per gallon. Unocal also won a patent infringement suit against

major refiners of CARB RFG, awarding the company royalties of 5.75 cents per infringing

gallon produced in California. In addition to the royalties that Unocal threatened to collect upon

Cytec Industries Inc., Docket No. C-4132 (issued February 28, 2005).

Occidental Petroleum Corporation/Vulcan Materials Company, Docket No. C-4139 (issued June 2,

Chevron Corporation/Unocal Corporation, Docket No. C-4144 (issued July 27, 2005).

2005).

enforcement of the patents, Chevron’s ownership of Unocal likely would have enabled it to

position itself to coordinate with its downstream competitors, to the detriment of consumers. In

order to remedy the anticompetitive effects of the proposed merger, the consent order required

Chevron and Unocal to cease from enforcing Unocal’s relevant patents, undertaking any new

enforcement efforts related to the patents, and to cease from all attempts to collect damages,

royalties, or other payments related to the use of any of the patents. The parties were also

required to dismiss all pending legal action related to alleged infringement of the patents.

In Valero L.P./Valero Energy Corporation/Kaneb Services LLC/Kaneb Pipe Line

Partners, L.P.,34 the complaint alleged that Valero L.P.’s proposed $2.8 billion acquisition of

Kaneb Services LLC and Kaneb Pipe Line Partners would have substantially lessened

competition in the following markets: 1) terminaling services for bulk suppliers of light

petroleum products in the Greater Philadelphia Area; 2) pipeline transportation and terminaling

services for bulk suppliers of light petroleum products in the Colorado Front Range; 3)

terminaling services for bulk suppliers of refining components, blending components, and light

petroleum products in California; and 4) terminaling for bulk ethanol in Northern California.

The transaction, as proposed, likely would have eliminated direct competition between Valero

and the Kaneb entities and increased the wholesale price of light petroleum products in the

relevant markets. To settle the complaint, Valero agreed to divest the Philadelphia area

terminals, the San Francisco Bay terminals, and the West Pipeline system. The consent order

also required Valero to develop an information firewall and maintain open, non-discriminatory

access to two retained Northern California terminals in order to ensure access to ethanol

terminaling in Northern California.

In Novartis AG,35 the complaint alleged that the proposed $1.7 billion acquisition of Eon

Labs, Inc. by Novartis would have substantially lessened competition in the U.S. market for the

following products: (1) generic desipramine hydrochloride tablets, used in the treatment of

clinical depression; (2) generic orphenadrine citrate extended release tablets, used as muscle

relaxants; and (3) generic rifampin oral capsules, used in the treatment of tuberculosis.

According to the complaint, the proposed transaction likely would have eliminated direct

competition between the parties in each of the three generic markets, resulting in higher prices

for consumers. Under the consent order, Novartis was required to divest all the assets necessary

to manufacture and market generic desipramine hydrochloride tablets, orphenadrine citrate

extended release tablets, and rifampin oral capsules in the United States.

In Penn National Gaming, Inc.,36 the complaint alleged that Penn National’s proposed

$2.2 billion acquisition of Argosy Gaming Company would have substantially lessened

competition in the market for casino services in Baton Rouge, Louisiana. According to the

complaint, Penn National and Argosy were the only two casino operators in Baton Rouge, and

absent relief provided in the Commission’s consent order Penn National could have gained a

Valero L.P./Valero Energy Company/Kaneb Services LLC/Kaneb Pipe Line Partners, L.P., Docket No.

C-4141 (issued June 14, 2005).

Novartis AG, Docket No. C-4150 (issued September 21, 2005).

Penn National Gaming, Inc., Docket No. C-4143 (issued July 26, 2005).

monopoly in that market. Louisiana law limited the number of licenses to fifteen river boat

casinos, four racinos (race tracks with slot machines), and one non-Native American land-based

casino. All of these licenses had been granted, and there was no evidence that any of the

operating businesses had plans to relocate outside of the state. The consent order required Penn

National to sell Argosy’s Baton Rouge casino.

In The Procter & Gamble Company/The Gillette Company,37 the complaint alleged that

Procter & Gamble’s proposed $57 billion acquisition of Gillette would have substantially

lessened competition in the U.S. markets for at-home teeth whitening products, adult batterypowered toothbrushes, rechargeable toothbrushes, and men’s antiperspirant/deodorant.

According to the complaint, the loss of competition between the parties in the relevant markets

likely would have resulted in consumers paying higher prices. The consent order required the

parties to divest Gillette’s Rembrandt at-home teeth whitening business, Procter & Gamble’s

Crest SpinBrush battery-powered and rechargeable toothbrush business, and Gillette’s Right

Guard men’s antiperspirant/deodorant business. The order also required Procter & Gamble to

amend its Crest Sonicare IntelliClean System rechargeable toothbrush joint venture business

agreement with Philips Oral Health Care, Inc., allowing Philips to independently market and sell

IntelliClean and eliminating all non-compete provisions.

ONGOING REASSESSMENT OF THE EFFECTS OF THE PREMERGER

NOTIFICATION PROGRAM

The Commission and the Antitrust Division continually review the impact of the

premerger notification program on the business community and antitrust enforcement. As

indicated in past annual reports, the HSR program ensures that virtually all significant mergers

or acquisitions that affect consumers in the United States will be reviewed by the antitrust

agencies prior to consummation. The agencies generally have the opportunity to challenge

unlawful transactions before they occur, thus avoiding the problem of constructing effective

post-acquisition relief. As a result, the HSR Act is doing what Congress intended, giving the

government the opportunity to investigate and challenge mergers that are likely to harm

consumers before injury can arise. Prior to the premerger notification program, businesses

could, and frequently did, consummate transactions that raised significant antitrust concerns

before the antitrust agencies had the opportunity to consider adequately their competitive effects.

The enforcement agencies were forced to pursue lengthy post-acquisition litigation, during the

course of which harm from the consummated transaction continued (and afterwards as well,

where achievement of effective post-acquisition relief was not practicable). Because the

premerger notification program requires reporting before consummation, this problem has been

significantly reduced.

Always cognizant of the program’s impact and effectiveness, the enforcement agencies

continue to seek ways to speed up the review process and reduce burdens for companies. As in

past years, the agencies will continue their ongoing assessment of the HSR program to increase

The Procter & Gamble Company/The Gillette Company, Docket No. C-4151 (issued September 29,

2005).

accessibility, promote transparency, and reduce the burden on the filing parties without

compromising the agencies’ ability to investigate and interdict proposed transactions that may

substantially lessen competition.

LIST OF APPENDICES

Appendix A -

Summary of Transactions, Fiscal Years 1996 - 2005

Appendix B -

Number of Transactions Reported and Filings Received by Month

for Fiscal Years 1996 - 2005

LIST OF EXHIBITS

Exhibit A -

Statistical Tables for Fiscal Year 2005, Presenting Data Profiling

Hart-Scott-Rodino Premerger Notification Filings and

Enforcement Interest

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 1996- 2005

APPENDIX A

SUMMARY OF TRANSACTION BY YEAR

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

3,087

3,702

4,728

4,642

4,926

2,376

1,187

1,014

1,454

1,695

6,001

7,199

9,264

9,151

9,941

4,800

2,369

2,001

2,866

3,322

2,864

3,438

4,575

4,340

4,749

2,237

1,142

968

1,377

1,610

122

125

111

1.3%

1.0%

0.9%

1.2%

2.4%

1.5%

1.6%

2.2%

1.7%

1.6%

1.2%

1.9%

2.1%

1.1%

1.6%

2,861

3,363

4,323

4,110

4,324

2,063

1,042

700

1,241

1,385

Granted5

2,044

2,513

3,234

3,103

3,515

1,603

793

606

943

997

Not Granted5

817

850

1,089

1,007

809

460

249

298

388

Transactions Reported

Filings Received

Adjusted Transactions In Which

A Second Request Could Have

Been Issued2

Investigations in Which Second

Requests Were Issued

FTC3

Percent

DOJ

Percent

Transactions Involving a Request

For Early Termination5

Usually, two filings are received, one from the acquiring person and one from the acquired person when a transaction is reported. Only one application is

received when an acquiring party files for an exemption under §§ 7A(c)(6) or (c)(8) of the Clayton Act.

These figures omit from the total number of transactions reported all transactions for which the agencies were not authorized to request additional information.

These include (1) incomplete transactions (only party filed a complete notification); (2) transactions reported pursuant to the exemption provisions of §§ 7A(c)(6)

and 7(c)(8) of the Act; and (3) transactions found to be non-reportable. In addition, where a party filed more than one notification in the same year to acquire

voting securities of the same corporation, e.g., filing for one threshold and later for a higher threshold, only a single consolidated transaction has been counted

because, as a practical matter, the agencies do not issue more than one Second Request in such a case. These statistics also omit from the total number of

transactions reported secondary acquisitions filed pursuant to 801.4 of the Premerger Notification rules. Secondary acquisitions have been deducted in order to

be consistent with statistics present in most prior annual reports.

These statistics are based on the date the request was issued, not the date the investigation was opened.

Second Request investigations are a percentage of the total number of adjusted transactions. The total percentage reflected in Figure 2 may not equal the sum

of reported component values due to rounding.

These statistics are based on the date of the HSR filing, not the date action was taken on the request.

APPENDIX B

NUMBER OF TRANSACTIONS REPORTED

AND

FILINGS RECEIVED BY MONTH

FOR

FISCAL YEARS 1996 - 2005

APPENDIX B

TABLE 1. NUMBER OF TRANSACTIONS REPORTED BY MONTH FOR THE FISCAL YEARS 1996 - 2005

OCTOBER

NOVEMBER

DECEMBER

JANUARY

FEBRUARY

MARCH

APRIL

MAY

JUNE

JULY

AUGUST

SEPTEMBER

TOTAL

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

238

273

249

238

231

277

252

304

253

265

264

243

3,087

296

332

267

263

250

315

302

328

319

389

318

323

3,702

424

387

426

306

336

392

384

401

442

435

427

368

4,728

333

359

394

282

330

427

364

438

445

444

434

392

4,642

376

428

468

335

440

455

343

398

494

351

446

392

4,926

360

451

345

245

120

153

190

163

2,376

105

111

109

111

121

1,187

104

1,014

127

143

109

138

135

131

122

123

135

112

1,454

143

160

128

139

102

122

124

171

153

120

170

163

1,695

APPENDIX B

TABLE 2. NUMBER OF FILINGS RECEIVED1 BY MONTH FOR FISCAL YEARS 1996 - 2005

OCTOBER

NOVEMBER

DECEMBER

JANUARY

FEBRUARY

MARCH

APRIL

MAY

JUNE

JULY

AUGUST

SEPTEMBER

TOTAL

1996

450

520

474

445

480

528

498

584

502

515

490

6,001

1997

561

636

521

514

483

614

599

640

620

759

617

635

7,199

1998

818

749

836

614

650

766

763

787

862

851

844

724

9,264

1999

662

686

785

548

658

828

719

851

884

887

885

758

9,151

2000

777

839

922

677

867

959

695

859

1,004

718

886

738

9,941

2001

751

920

686

499

144

243

188

296

378

182

332

181

4,800

2002

190

211

183

224

174

230

203

212

170

230

191

151

2,369

2003

148

206

150

179

146

144

182

168

158

170

164

186

2,001

2004

185

254

280

168

209

277

251

267

255

235

270

215

2,866

2005

280

324

246

268

201

239

244

338

302

237

332

311

3,322

Usually, two filings are received, one from the acquiring person and one from the acquired person when the transaction is reported. Only one filing is received

when an acquiring person files for a transaction under §§7A(c)(6) and (c)(8) of the Clayton Act.

EXHIBIT A

STATISTICAL TABLES

FOR

FISCAL YEAR 2005

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTERESTS

TABLE I

FISCAL YEAR 20051

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)2

NUMBER4

PERCENT

Below 50M5

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

Over 1000M

533

233

160

180

181

142

160

1.3%

33.1%

14.5%

9.9%

11.2%

8.8%

9.9%

CLEARANCE GRANTED TO FTC OR

DOJ

PERCENT OF

NUMBER

TRANSACTION RANGE

GROUP

FTC DOJ

FTC

DOJ

TOTAL

0.0%

7.3%

4.7%

12.0%

7.3%

4.7%

12.0%

11.9%

8.1%

20.0%

12.8%

6.7%

19.5%

10.5%

6.6%

17.1%

16.9% 14.1%

31.0%

26.3% 16.9%

43.2%

ALL TRANSACTIONS

1,610

100.0%

183

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

120

11.4%

7.5%

18.9%

SECOND REQUEST

INVESTIGATIONS3

PERCENT OF

NUMBER

TRANSACTION RANGE

GROUP

FTC DOJ FTC DOJ

TOTAL

0.0% 0.0%

0.0%

0.8% 0.6%

1.4%

0.0% 0.4%

0.4%

1.3% 1.3%

2.6%

1.1% 2.2%

3.3%

1.1% 0.0%

1.1%

2.1% 2.8%

4.9%

7.5% 6.9%

14.4%

1.6%

3.26%

TABLE II

FISCAL YEAR 20051

ACQUISITIONS BY SIZE OF TRANSACTION2 (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

LESS THAN 50

LESS THAN 100

LESS THAN 150

LESS THAN 200

LESS THAN 300

LESS THAN 500

LESS THAN 1000

ALL TRANSACTIONS

NUMBER4

PERCENT

554

787

947

1,127

1,308

1,450

1,610

1.3%

34.4%

48.9%

58.8%

70.0%

81.2%

90.1%

100.0%

CLEARANCE GRANTED TO FTC OR

DOJ

NUMBER

PERCENTAGE OF

TOTAL NUMBER OF

CLEARANCES GRANTED

FTC

117

141

183

FTC

0.0%

12.9%

18.5%

24.8%

32.3%

38.6%

46.5%

60.4%

DOJ

120

DOJ

0.0%

8.3%

11.9%

15.8%

19.8%

23.8%

30.4%

39.6%

TOTAL

0.0%

21.1%

30.4%

40.6%

52.1%

62.4%

76.9%

100.0%

SECOND REQUEST

INVESTIGATIONS3

NUMBER

PERCENT

FTC

DOJ

FTC

DOJ

TOTAL

0.0%

8.0%

12.0%

16.0%

20.0%

26.0%

50.0%

0.0%

6.0%

8.0%

12.0%

20.0%

28.0%

50.0%

0.0%

14.0%

16.0%

24.0%

36.0%

40.0%

54.0%

100.0%

TABLE III

FISCAL YEAR 20051

TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY

TRANSACTION RANGE

($ MILLIONS)

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

Over 1000M

ALL CLEARANCES

CLEARANCE

GRANTED TO

AGENCY

FTC

183

DOJ

120

TOTAL

303

CLEARANCE GRANTED AS A PERCENTAGE OF

TOTAL

TOTAL NUMBER OF

NUMBER OF

CLEARANCES

TRANSACTIONS

CLEARANCES

GRANTED

PER AGENCY

FTC DOJ TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

2.4% 1.6%

4.0%

21.3%

20.8%

12.9% 8.3%

21.2%

1.1% 0.7%

1.7%

9.3%

9.2%

5.6%

3.6%

9.2%

1.2% 0.8%

2.0%

10.4%

10.8%

6.3%

4.3%

10.6%

1.4% 0.7%

2.2%

12.6%

10.0%

7.6%

4.0%

11.6%

1.2% 0.7%

1.9%

10.4%

10.0%

6.3%

4.0%

10.3%

1.5% 1.2%

2.7%

13.1%

16.7%

7.9%

6.6%

14.5%

2.6% 1.7%

4.3%

23.0%

22.5%

13.9% 8.9%

22.8%

11.4% 7.5%

18.9%

100.0% 100.0% 60.4% 39.6%

100.0%

TABLE IV

FISCAL YEAR 20051

INVESTIGATIONS IN WHICH SECOND REQUESTS WERE ISSUED

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:

TRANSACTION RANGE

($MILLIONS)

50M - 100M

100M - 150M

150M -200M

200M - 300M

300M - 500M

500M - 1000M

Over 1000M

ALL TRANSACTIONS

INVESTIGATIONS IN

WHICH SECOND

REQUEST WERE

ISSUED3

TOTAL NUMBER OF

TRANSACTIONS

TRANSACTIONS IN

EACH TRANSACTION

RANGE GROUP

FTC

0.0%

0.2%

0.1%

0.2%

0.7%

1.6%

FTC

0.0%

1.7%

1.3%

1.1%

2.1%

7.5%

1.6%

DOJ

TOTAL

DOJ

0.0%

0.2%

0.1%

0.2%

0.0%

0.2%

0.7%

1.6%

TOTAL

0.0%

0.4%

0.2%

0.3%

0.1%

0.4%

1.4%

3.2%

DOJ

0.0%

1.7%

1.3%

2.2%

0.0%

2.8%

6.9%

1.6%

TOTAL

0.0%

3.3%

2.5%

3.4%

1.1%

4.9%

14.4%

3.2%

TOTAL NUMBER OF

SECOND REQUEST

INVESTIGATIONS

FTC

0.0%

8.0%

4.0%

6.0%

24.0%

50.0%

DOJ

0.0%

8.0%

4.0%

8.0%

0.0%

8.0%

22.0%

50.0%

TOTAL

0.0%

16.0%

8.0%

12.0%

4.0%

14.0%

46.0%

100.0%

TABLE V

FISCAL YEAR 20051

ACQUISITIONS BY REPORTING THRESHOLD

NUMBER

PERCENT

102

115

886

470

6.3%

7.1%

2.0%

0.2%

55.0%

29.2%

CLEARANCE GRANTED TO FTC OR

DOJ

PERCENTAGE OF

NUMBER

THRESHOLD GROUP

FTC DOJ

FTC

DOJ

TOTAL

5.9%

4.9%

10.8%

8.7%

3.5%

12.2%

21.2% 6.1%

27.3%

0.0%

11.2% 9.7%

20.9%

13.0% 4.9%

17.9%

1,610

100.0%

183

HSR TRANSACTIONS

THRESHOLD7

$53.1M

$106.3M

$530.7M

25%

50%

ASSETS ONLY

ALL TRANSACTIONS

120

11.4%

7.5%

18.9%

SECOND REQUEST

INVESTIGATIONS3

PERCENTAGE OF

NUMBER

THRESHOLD GROUP

FTC DOJ FTC DOJ

TOTAL

0.0% 2.0%

2.0%

0.9% 0.0%

0.9%

0.0% 0.0%

0.0%

0.0% 0.0%

0.0%

1.5% 2.3%

3.7%

2.3%

1.6%

0.6%

1.6%

2.9%

3.26%

TABLE VI

FISCAL YEAR 20051

TRANSACTIONS BY ASSETS OF ACQUIRING PERSON

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

OVER 1000M

ALL TRANSACTIONS

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

179

106

155

953

1,610

PERCENT

11.1%

2.5%

3.7%

3.2%

4.0%

6.6%

9.6%

59.2%

100.0%

FTC

DOJ

129

183

120

PERCENTAGE OF ASSET

RANGE GROUP

FTC

3.4%

0.0%

16.7%

1.9%

14.1%

6.6%

13.5%

11.4%

DOJ

1.1%

0.0%

9.6%

7.8%

4.7%

6.5%

9.8%

7.5%

TOTAL

4.5%

0.0%

16.7%

11.5%

21.9%

11.3%

20.0%

23.3%

18.9%

SECOND REQUEST INVESTIGATIONS3

NUMBER

FTC

DOJ

PERCENTAGE OF

ASSET RANGE GROUP

FTC

0.0%

1.7%

0.0%

0.9%

1.9%

2.1%

1.6%

DOJ

0.0%

1.6%

1.9%

1.3%

2.1%

1.6%

TOTAL

0.0%

1.7%

0.0%

1.6%

2.8%

3.2%

4.2%

3.26%

TABLE VII

FISCAL YEAR 20051

TRANSACTIONS BY SALES OF ACQUIRING PERSON

SALES RANGE

($MILLIONS)

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

0VER 1000M

Sales Not Available8

ALL TRANSACTIONS

HSR TRANSACTIONS

NUMBER

PERCENT

152

122

187

835

104

1,610

9.4%

3.4%

2.7%

4.3%

7.6%

11.6%

51.9%

6.5%

100.0%

CLEARANCE GRANTED TO FTC OR

DOJ

NUMBER

PERCENTAGE OF

SALES RANGE GROUP

FTC DOJ

FTC

DOJ TOTAL

3.9%

2.0%

5.9%

3.7%

5.6%

9.3%

4.5%

6.8%

11.3%

4.7%

9.4%

2.9%

4.3%

7.2%

5.7%

11.4%

7.5%

8.6%

16.1%

145

17.4% 9.6%

27.0%

2.9%

5.8%

183

120

11.4% 7.5%

18.9%

SECOND REQUEST

INVESTIGATIONS3

NUMBER

PERCENTAGE OF

SALES RANGE GROUP

FTC DOJ

TOTAL

0.7% 0.0%

0.7%

0.0% 0.0%

0.0%

0.0% 4.5%

4.5%

4.7% 4.7%

9.4%

0.0% 1.4%

1.4%

1.6% 1.6%

3.2%

2.7% 1.6%

4.3%

1.8% 1.8%

3.6%

0.0% 0.0%

0.0%

1.6% 1.6%

3.26%

TABLE VIII

FISCAL YEAR 20051

TRANSACTIONS BY ASSETS OF ACQUIRED ENTITIES

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

0VER 1000M

Assets Not Available9

ALL TRANSACTIONS

256

242

125

120

583

1,610

PERCENT

15.9%

15.0%

7.8%

4.6%

5.6%

3.4%

4.1%

7.5%

36.2%

100.0%

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

FTC

183

DOJ

120

PERCENTAGE OF ASSET

RANGE GROUP

FTC

DOJ

TOTAL

9.8%

3.5%

13.3%

10.3%

6.6%

16.9%

20.8%

9.6%

30.4%

13.5%

6.8%

20.3%

8.9%

4.4%

13.3%

14.8%

9.3%

24.1%

24.2%

6.1%

30.3%

5.8%

15.8%

21.6%

9.9%

7.9%

17.8%

11.4%

7.5%

18.9%

SECOND REQUEST INVESTIGATIONS

NUMBER

FTC

DOJ

PERCENTAGE OF ASSET

RANGE GROUP

FTC

DOJ

TOTAL

0.4%

0.8%

1.2%

1.7%

2.9%

1.6%

3.2%

0.0%

1.1%

2.2%

3.3%

1.9%

3.8%

4.5%

0.0%

4.5%

4.2%

3.3%

7.5%

1.5%

1.9%

3.4%

1.6%

3.26%

TABLE IX

FISCAL YEAR 20051

TRANSACTIONS BY SALES OF ACQUIRED ENTITIES10

NUMBER

PERCEN

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

0VER 1000M

Sales Not Available11

251

221

114

106

182

483

15.6%

13.7%

7.1%

5.7%

6.6%

5.2%

4.8%

11.3%

30.0%

CLEARANCE GRANTED TO FTC OR DOJ

PERCENTAGE OF SAKES

NUMBER

RANGE GROUP

FTC

DOJ

FTC

DOJ

TOTAL

9.6%

3.2%

12.8%

11.8%

10.4%

22.2%

13.2%

6.1%

19.3%

12.0%

4.3%

16.3%

14.2%

3.8%

18.0%

13.1%

10.7%

23.8%

15.6%

10.4%

26.0%

7.7%

8.2%

15.9%

11.8%

8.7%

20.5%

ALL TRANSACTIONS

1,610

100.0%

185

SALES RANGE

($ MILLIONS)

HSR TRANSACTIONS

120

11.5%

7.5%

18.9%

SECOND REQUEST INVESTIGATIONS3

PERCENTAGE OF

NUMBER

SAKES RANGE GROUP

FTC

DOJ

FTC

DOJ

TOTAL

1.2%

0.4%

1.6%

1.8%

2.3%

4.1%

0.0%

0.9%

1.1%

0.0%

1.1%

0.9%

0.0%

0.9%

3.6%

2.4%

6.0%

5.2%

2.6%

7.8%

2.2%

1.6%

3.8%

1.0%

2.3%

3.3%

1.6%

3.26%

TABLE X

FISCAL YEAR 20051

INDUSTRY GROUP OF ACQUIRING PERSONS

DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF TOTAL

CHANGE

FROM FY

200413

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.1%

-0.3%

0.2%

0.1%

114

AGRICULTURAL PRODUCTION

CROPS

AGRICULTURAL PRODUCTION

LIVESTOCK AND ANIMAL

SPECIALTIES

LUMBER AND WOOD PRODUCTS,

EXCEPT FURNITURE

FISHING, HUNTING AND TRAPPING

0.0%

211

OIL AND GAS EXTRACTION

1.7%

0.4%

0.2%

-0.1%

0.6%

0.2%

2.2%

-1.1%

0.1%

0.2%

0.4%

-0.2%

0.2%

-0.2%

0.1%

1.6%

-0.8%

0.7%

0.2%

111

112

113

212

213

221

233

234

235

238

311

312

MINING AND QUARRYING OF

NONMETALLIC MINERALS,

EXCEPT FUELS

DRILLING OIL AND GAS WELLS

ELECTRIC, GAS AND SANITARY

SERVICES

BUILDING CONSTRUCTION –

GENERAL CONTRACTORS AND

OPERATIVE BUILDERS

HEAVY CONSTRUCTION OTHER

THAN BUILDING CONSTRUCTION

CONTRACTORS

CONSTRUCTION - SPECIAL GRADE

CONTRACTORS

SPECIALTY TRADE CONTRACTORS

FOOD AND KINDRED PRODUCTS

BOTTLED AND CANNED SOFT

DRINKS AND CARBONATED

DRINKS; AND CIGARETTE

MANUFACTURING

TABLE X

FISCAL YEAR 20051

INDUSTRY GROUP OF ACQUIRING PERSONS

DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

PERCENT

OF TOTAL

CHANGE

FROM FY

200413

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.1%

0.3%

0.2%

0.1%

-0.1%

0.4%

0.5%

-0.2%

-0.4%

0.4%

-0.4%

0.4%

-0.1%

111

6.9%

1.2%

RUBBER AND MISC. PLASTICS

PRODUCTS

STONE, CLAY, GLASS AND

CONCRETE PRODUCTS

1.6%

0.3%

0.7%

0.3%

331

IRON AND STEEL MILLS

1.0%

-0.2%

332

FABRICATED METAL PRODUCTS,

EXCEPT MACHINERY AND

TRANSPORTATION EQUIPMENT

1.0%

-1.1%

333

INDUSTRIAL AND COMMERCIAL

MACHINERY AND COMPUTER

EQUIPMENT

1.4%

-0.4%

334

MEASURING, ANALYZING AND

CONTROLLING INSTRUMENTS;

PHOTOGRAPHIC, MEDICAL AND

OPTICAL GOODS; WATCHES AND

CLOCKS

4.1%

-1.4%

313

315

316

321

322

323

324

325

326

327

TEXTILE MILL PRODUCTS

APPAREL AND OTHER FINISHED

PRODUCTS MADE FROM FABRICS

AND SIMILAR MATERIALS

LEATHER AND LEATHER

PRODUCTS

SAWMILLS

PAPER AND ALLIED PRODUCTS

COMMERCIAL LITHOGRAPHIC

PRINTING

PETROLEUM REFINING AND

RELATED INDUSTRIES

CHEMICALS AND ALLIED

PRODUCTS

TABLE X

FISCAL YEAR 20051

INDUSTRY GROUP OF ACQUIRING PERSONS

DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

PERCENT

OF TOTAL

CHANGE

FROM FY

200413

335

336

337

339

421

422

423

ELECTRONIC AND OTHER

ELECTRICAL EQUIPMENT AND

COMPONENTS, EXCEPT

COMPUTER EQUIPMENT

TRANSPORTATION EQUIPMENT

HOME FURNITURE, FURNISHINGS

AND EQUIPMENT STORES

MISCELLANEOUS

MANUFACTURING INDUSTRIES

WHOLESALE TRADE - DURABLE

GOODS

WHOLESALE TRADE

NONDURABLE GOODS

AUTOMOBILE AND OTHER

MOTOR VEHICLE MERCHANT

WHOLESALERS

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

1.2%

-0.3%

2.2%

-0.3%

0.2%

-0.4%

1.2%

-0.7%

4.7%

0.5%

4.3%

0.5%

0.1%

424

PRINTING AND WRITING PAPER

MERCHANT WHOLESALERS

0.2%

0.1%

425

BUSINESS TO BUSINESS

ELECTRONIC MARKETS

AUTOMOTIVE DEALERS AND

GASOLINE SERVICE STATIONS

FURNITURE STORES

MISCELLANEOUS REPAIR

SERVICES

0.0%

-0.1%

0.4%

-0.6%

0.0%

-0.1%

0.1%

441

442

443

444

BUILDING MATERIALS,

HARDWARE, GARDEN SUPPLY,

AND MOBILE HOME DEALERS

0.1%

-0.3%

445

SUPERMARKETS AND OTHER

GROCERY (EXCEPT

CONVENIENCE) STORES

0.1%

-0.4%

TABLE X

FISCAL YEAR 20051

INDUSTRY GROUP OF ACQUIRING PERSONS

DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF TOTAL

CHANGE

FROM FY

200413

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.2%

0.5%

-0.3%

0.1%

0.2%

-0.3%

0.2%

0.1%

1.2%

-0.1%

0.6%

0.0%

0.4%

-0.1%

WATER TRANSPORTATION

0.3%

-0.1%

484

MOTOR FREIGHT

TRANSPORTATION AND

WAREHOUSING

0.6%

485

LOCAL AND SUBURBAN TRANSIT

AND INTERURBAN HIGHWAY

PASSENGER TRANSPORTATION

0.1%

0.8%

-0.1%

0.5%

0.1%

0.2%

0.3%

-0.3%

5.3%

0.2%

5.1%

1.5%

-0.8%

-0.3%

-0.2%

0.1%

446

447

481

482

MISCELLANEOUS RETAIL

FOOD STORES

APPAREL AND ACCESSORY

STORES

SPORTING GOODS STORES

GENERAL MERCHANDISE STORES

STATIONERY AND OFFICE

SUPPLIES

HEATING OIL DEALERS AND

LIQUEFIED PETROLEUM GAS

TRANSPORTATION BY AIR

RAILROAD TRANSPORTATION

483

448

451

452

453

454

486

488

492

493

511

512

513

514

516

PIPELINES, EXCEPT NATURAL

GAS

AIR TRAFFIC CONTROL

COURIERS

WAREHOUSING AND STORAGE

PRINTING, PUBLISHING AND

ALLIED INDUSTRIES

MOTION PICTURES

COMMUNICATIONS

ON-LINE SERVICES

INTERNET PUBLISHING AND

BROADCASTING

TABLE X

FISCAL YEAR 20051

INDUSTRY GROUP OF ACQUIRING PERSONS

DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

PERCENT

OF TOTAL

CHANGE

FROM FY

200413

517

518

519

521

522

523

524

525

531

532

533

541

551

561

562

611

621

TELECOMMUNICATIONS

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.1%

0.0%

-0.1%

INTERNET SERVICE PROVIDERS,

WEB SEARCH PORTALS, AND

DATA PROCESSING SERVICES

NEWS SYNDICATES

DEPOSITORY INSTITUTIONS

NONDEPOSITORY CREDIT

INSTITUTIONS

SECURITY AND COMMODITY

BROKERS, DEALERS, EXCHANGES

AND SERVICES

INSURANCE CARRIERS

INSURANCE AGENTS, BROKERS

AND SERVICE

LESSORS OF RESIDENTIAL

BUILDINGS AND DWELLINGS

AUTOMOTIVE REPAIR, SERVICES

AND PARKING

2.8%

1.6%

158

9.8%

2.0%

2.6%

-1.7%

1.0%

0.1%

0.5%

0.1%

0.5%

0.1%

LESSORS OF NONFINANCIAL

INTANGIBLE ASSETS (EXCEPT

COPYRIGHTED WORKS)

0.3%

-0.1%

5.5%

-0.7%

1.9%

1.8%

0.1%

1.9%

0.3%

0.2%

0.9%

1.6%

-0.1%

SERVICES -- BUSINESS, LEGAL,

ENGINEERING, ACCOUNTING,

RESEARCH, MANAGEMENT AND

RELATED SERVICES

HOLDING AND OTHER

INVESTMENT OFFICES

TRANSPORTATION SERVICES

SOLID WASTE COLLECTION

EDUCATIONAL SERVICES

HEALTH SERVICES

TABLE X

FISCAL YEAR 20051

INDUSTRY GROUP OF ACQUIRING PERSONS

DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

PERCENT

OF TOTAL

CHANGE

FROM FY

200413

622

623

624

711

713

721

722

811

812

813

923

924

999

000

GENERAL MEDICAL AND

SURGICAL; PSYCHIATRIC AND

SUBSTANCE ABUSE HOSPITALS

NURSING AND RESIDENTIAL CARE

FACILITIES

SOCIAL SERVICES

REAL ESTATE

AMUSEMENT AND RECREATION

SERVICES

HOTELS, ROOMING HOUSES,

CAMPS, AND OTHER LODGING

PLACES

EATING AND DRINKING PLACES

GENERAL AUTOMOTIVE REPAIR

PERSONAL SERVICES

MEMBERSHIP ORGANIZATIONS

ADMINISTRATION OF HUMAN

RESOURCE PROGRAMS

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

1.2%

0.1%

0.3%

0.1%

0.2%

-0.6%

0.2%

-0.2%

1.1%

0.1%

0.2%

0.0%

0.2%

-0.1%

0.1%

0.0%

ADMINISTRATION OF

ENVIRONMENTAL QUALITY AND

HOUSING PROGRAMS

NONCLASSIFICABLE

ESTABLISHMENTS

NOT AVAILABLE14

0.0%

-0.1%

139

8.6%

6.7%

ALL TRANSACTIONS

1,610

100.0%

183

120

303

Table XI

FISCAL YEAR 20051 INDUSTRY GROUP OF ACQUIRED ENTITIES

3-DIGIT

NAICS

CODE11

INDUSTRY DESCRIPTION

PERCENT CHANGE

FROM FY

NUMBER

TOTAL

200412

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3 DIGIT

INTRA-INDUSTRY

TRANSACTIONS15

(the data series for this column was

revised in April, 2008)

111

112

113

114

211

212

213

221

233

234

235

311

312

313

315

Agricultural Production - Crops

Agricultural Production Livestock and Animal Specialties

Lumber and Wood Products,

Except Furniture

Fishing, Hunting and Trapping

Oil and Gas Extraction

Mining and Quarrying of

Nonmetallic Minerals, Except

Fuels

Drilling Oil and Gas Wells

Electric, Gas and Sanitary

Services

Building Construction – General

Contractors and Operative

Builders

Heavy Construction Other Than

Building Construction Contractors

Construction - Special Grade

Contractors

Food and Kindred Products

Bottled and Canned Soft Drinks

and Carbonated Drinks; and

Cigarette Manufacturing

Textile Mill Products

Apparel and Other Finished

Products Made From Fabrics and

Similar Materials

0.0%

-0.1%

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.1%

0.2%

0.1%

0.0%

2.1%

1.2%

0.6%

0.2%

0.7%

0.3%

2.9%

-0.9%

0.1%

0.2%

-0.2%

0.2%

-0.3%

1.6%

-0.4%

1.1%

0.6%

0.1%

Table XI

FISCAL YEAR 20051 INDUSTRY GROUP OF ACQUIRED ENTITIES

3-DIGIT

NAICS

CODE11

INDUSTRY DESCRIPTION

PERCENT CHANGE

FROM FY

NUMBER

TOTAL

200412

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3 DIGIT

INTRA-INDUSTRY

TRANSACTIONS15

(the data series for this column was

revised in April, 2008)

316

321

322

324

325

326

327

331

332

333

334

335

336

337

Leather and Leather Products

Sawmills

Paper and Allied Products

Petroleum Refining and Related

Industries

Chemicals and Allied Products

Rubber and Misc. Plastics

Products

Stone, Clay, Glass and Concrete

Products

Iron and Steel Mills

Fabricated Metal Products,

Except Machinery and

Transportation Equipment

Industrial and Commercial

Machinery and Computer

Equipment

Measuring, Analyzing and

Controlling Instruments;

Photographic, Medical and

Optical Goods; Watches and

Clocks

Electronic and Other Electrical

Equipment and Components,

Except Computer Equipment

Transportation Equipment

Home Furniture, Furnishings and

Equipment Stores

0.1%

0.6%

0.1%

-0.2%

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.6%

1.4%

4.7%

0.4%

1.5%

0.5%

1.2%

0.5%

1.5%

0.8%

1.9%

-0.1%

1.3%

1.0%

4.3%

1.4%

1.3%

-0.4%

2.1%

1.8%

0.2%

-0.1%

Table XI

FISCAL YEAR 20051 INDUSTRY GROUP OF ACQUIRED ENTITIES

3-DIGIT

NAICS

CODE11

INDUSTRY DESCRIPTION

PERCENT CHANGE

FROM FY

NUMBER

TOTAL

200412

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3 DIGIT

INTRA-INDUSTRY

TRANSACTIONS15

(the data series for this column was

revised in April, 2008)

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

339

Miscellaneous Manufacturing

Industries

1.5%

-0.4%

421

Wholesale Trade - Durable Goods

6.0%

1.9%

4.5%

1.7%

0.1%

-0.2%

0.3%

0.2%

0.1%

0.6%

0.1%

0.2%

-0.1%

0.5%

0.6%

0.5%

0.9%

0.1%

0.4%

0.1%

0.4%

0.7%

0.1%

0.9%

0.6%

0.0%

0.2%

0.3%

422

423

424

441

443

444

445

446

447

448

451

452

453

454

481

482

Wholesale Trade - Nondurable

Goods

Automobile and other Motor

Vehicle Merchant Wholesalers

Printing and Writing Paper

Merchant Wholesalers

Automotive Dealers and Gasoline

Service Stations

Miscellaneous Repair Services

Building Materials, Hardware,

Garden Supply, and Mobile Home

Dealers

Supermarkets and Other Grocery

(except Convenience) Stores

Miscellaneous Retail

Food Stores

Apparel and Accessory Stores

Sporting Goods Stores

General Merchandise Stores

Stationery and Office Supplies

Heating Oil Dealers and Liquefied

Petroleum Gas

Transportation by Air

Railroad Transportation

Table XI

FISCAL YEAR 20051 INDUSTRY GROUP OF ACQUIRED ENTITIES

3-DIGIT

NAICS

CODE11

INDUSTRY DESCRIPTION

PERCENT CHANGE

FROM FY

NUMBER

TOTAL

200412

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3 DIGIT

INTRA-INDUSTRY

TRANSACTIONS15

(the data series for this column was

revised in April, 2008)

483

0.0%

-0.4%

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.4%

0.2%

0.1%

1.1%

0.7%

0.0%

0.1%

0.2%

-0.1%

-0.3%

5.5%

0.9%

102

0.7%

6.3%

2.0%

0.1%

0.3%

1.9%

0.3%

0.1%

0.0%

521

Water Transportation

Motor Freight Transportation and

Warehousing

Local and Suburban Transit and

Interurban Highway Passenger

Transportation

Pipelines, Except Natural Gas

Air Traffic Control

Couriers

Warehousing & Storage

Printing, Publishing and Allied

Industries

Motion Pictures

Communications

On-line Services

Telecommunications

Internet Service Providers, Web

Search Portals, and Data

Processing Services

Depository Institutions

522

Nondepository Credit Institutions

3.0%

0.3%

523

Security and Commodity Brokers,

Dealers, Exchanges and Services

120

7.4%

4.5%

3.0%

-0.8%

0.1%

484

485

486

488

492

493

511

512

513

514

517

518

524

525

Insurance Carriers

Insurance Agents, Brokers and

Service

Table XI

FISCAL YEAR 20051 INDUSTRY GROUP OF ACQUIRED ENTITIES

3-DIGIT

NAICS

CODE11

INDUSTRY DESCRIPTION

PERCENT CHANGE

FROM FY

NUMBER

TOTAL

200412

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3 DIGIT

INTRA-INDUSTRY

TRANSACTIONS15

(the data series for this column was

revised in April, 2008)

531

532

533

541

551

561

562

611

621

622

623

624

711

713

721

722

811

Lessors of Residential Buildings

and Dwellings

Automotive Repair, Services and

Parking

Lessors of Nonfinancial Intangible

Assets (except Copyrighted

Works)

Engineering, Accounting,

Research, Management and

Related Services

Holding and Other Investment

Offices

Transportation Services

Solid Waste Collection

Educational Services

Health Services

General Medical and Surgical;

Psychiatric and Substance Abuse

Hospitals

Nursing and Residential Care

Facilities

Social Services

Real Estate

Amusement and Recreation

Services

Hotels, Rooming Houses, Camps,

and Other Lodging Places

Eating and Drinking Places

General Automotive Repair

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.4%

0.8%

0.1%

0.8%

0.3%

111

6.9%

1.6%

0.1%

1.7%

0.6%

0.2%

1.1%

-0.2%

0.4%

-0.1%

1.0%

1.3%

0.3%

0.7%

0.1%

0.2%

-0.1%

0.2%

0.7%

-0.1%

0.7%

0.4%

0.9%

0.3%

0.5%

-0.1%

Table XI

FISCAL YEAR 20051 INDUSTRY GROUP OF ACQUIRED ENTITIES

3-DIGIT

NAICS

CODE11

INDUSTRY DESCRIPTION

PERCENT CHANGE

FROM FY

NUMBER

TOTAL

200412

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3 DIGIT

INTRA-INDUSTRY

TRANSACTIONS15

(the data series for this column was

revised in April, 2008)

812

813

923

924

999

000

Personal Services

Membership Organizations

Administration of Human

Resource Programs

Administration of Environmental

Quality and Housing Programs

Nonclassificable Establishments

Not Available 10

0.2%

0.0%

0.2%

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.0%

1,612

0.0%

2.4%

100.0%

-15.8%

1.7%

183

120

303

869

Fiscal year 2005 figures include transactions reported between October 1, 2004 and September 30, 2005.

The size of transaction is based on the aggregate total amount of voting securities and/or assets held by the acquiring person as a result of the transaction and is taken

from the response to Item 3(b)(ii) and 3(c) of the Notification and Report Form.

4 These statistics are based on the date the Second Request was issued.

During fiscal year 2005, 1,695 transactions were reported under the HSR Premerger Notification program. The smaller number 1,610 reflects the adjustments to

eliminate the following types of transactions: (1) transactions reported under Section 7A(c)(6) and (c)(8), (transactions involving certain regulated industries and

financial businesses); (2) transactions deemed non-reportable; (3) incomplete transactions (only one party in each transaction filed a compliant notification); and (4)

transactions withdrawn before the waiting period began. The table does not, however, exclude competing offers or multiple party transactions (transactions involving

two or more acquired persons).

The total number of filings under $50M submitted in Fiscal Year 2005 is corrective filings.

See supra, Appendix A note 4.

In February 2001, legislation raised the size-of-transaction threshold from $15 million to $50 million with annual adjustments beginning in February 2005. The total

number of filings includes filings made at the $50M, $100M, and $500M thresholds.

This category includes newly-formed acquiring persons, foreign acquiring persons with no United States revenues, and acquiring persons who had not derived any

revenues from their investments at the time of filing.

Assets of an acquired entity are available when the acquired entity’s financial data is consolidated within its ultimate parent.

Sales of an acquired entity are taken from responses to Item 4(a) and (b) (SEC documents and annual reports) or Item 5 (dollar revenues) of the Premerger

Notification and Report Form.

This category includes acquisition of newly-formed entities from which no sales were generated, and acquisitions of assets which produced no sales revenues during

the prior year to filing the Notification and Report form.

The 3-digit codes are part of the North American Industrial Classification System (NAICS) established by the United States Government North American Industrial

Classification System 1997, Executive Office of President, Office of Management and Budget. The NAICS groups used in this table were determined from responses

submitted by parties to Item 5 of the Premerger Notification and Report Form, effective July 1, 2001.

This represents the deviation from the fiscal year 2004 percentage.

This category includes transactions by newly-formed entities.

The intra-industry transactions column identifies the number of acquisitions in which both the acquiring and acquired persons derived revenues from the same

industry.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.