FEDERAL TRADE COMMISSION (2007)

FEDERAL TRADE COMMISSION

DEPARTMENT OF JUSTICE

BUREAU OF COMPETITION

ANTITRUST DIVISION

HART-SCOTT-RODINO ANNUAL REPORT

FISCAL YEAR 2007

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Thirtieth Report)

William E. Kovacic

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 2007 1 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 2007, 2,201 transactions were reported under the HSR Act,

representing about a twenty-four percent increase from the 1,768 transactions reported in fiscal

year 2006 and about a fifty-five percent decrease from the 4,926 transactions reported in fiscal

year 2000, the last full fiscal year under the previous reporting thresholds. 2 (See Figure 1

below.)

HSR MERGER TRANSACTIONS REPORTED

FISCAL YEARS 1998 -2007

NUMBER OF TRANSACTIONS

6,000

5,000

4,728

4,642

4,926

4,000

3,000

2,376

2,201

2,000

1,695

1,768

2006

2007

1,454

1,187

1,014

1,000

FISCAL YEARS

1998

1999

2000

2001

2002

2003

2004

2005

Figure 1

1

The fiscal year covers the period of October 1, 2006 through September 30, 2007.

2

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 for inflation that began in

2005), and made other changes to the filing and waiting period requirements. In fiscal year 2007, the threshold was

adjusted to $59.8 million. 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.

2

During the year, the Commission challenged twenty-two transactions, leading to fourteen

consent orders, three administrative complaints that were also litigated in federal court, and five

abandoned transactions. The Commission’s notable challenges included Service Corporation

International’s acquisition of Alderwoods Group, Inc. 3 The Commission’s complaint alleged

that the acquisition would have led to higher prices and diminished services for funeral and

cemetery services for consumers in forty-seven highly concentrated markets in the United States.

The Commission also challenged the proposed merger of the Rite Aid Corporation and The Jean

Coutu Group (PJC), Inc 4. The merger, as proposed, likely would have resulted in higher prices

for consumers of pharmacy services who do not pay a price negotiated by or paid through a third

party, such as an insurance plan, in twenty-three markets in the United States.

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

decrees, one abandoned transaction, and seven other transactions that were restructured after the

Division informed the parties of its antitrust concerns relating to the transaction. One matter is

pending in district court. Notably, the Division obtained a consent decree that is awaiting entry

by the Court that would require Monsanto Company and Delta & Pine Land Company to divest a

significant seed company, multiple cottonseed lines, and other valuable assets, and require

Monsanto to change certain license agreements in order to proceed with their $1.5 billion

merger. The significant divestitures and licensing changes will ensure that U.S. cotton farmers

benefit from competition to develop and sell high-yielding cottonseed with the most desirable

traits. 5 The Division also obtained a consent decree under which CEMEX, S.A.B. de C.V., in

order to proceed with its acquisition of Rinker Group, was required to divest thirty-nine ready

mix concrete, concrete block and aggregate facilities in Arizona and Florida. 6

In fiscal year 2007, 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, current filing thresholds, 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 postconsummation 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

3

See infra p. 17.

4

See infra pp. 19-20

5

See infra pp. 12-13

6

See infra p. 11.

3

public ready access to PNO staff interpretations of the premerger notification rules and the Act.

As always, PNO staff is available 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. In general, the

HSR 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 (usually 30 days, but 10 days in the case of a

cash tender offer or bankruptcy sale) 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. 7

7

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

4

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. 8 Appendix A also

shows for fiscal years 1998 through 2007 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 1998 through 2007.

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

fiscal year 2007 increased approximately twenty-four percent from the number of transactions

reported in fiscal year 2006. In fiscal year 2007, 2,201 transactions were reported, while 1,768

were reported in fiscal year 2006. The statistics in Appendix A also show that the number of

merger investigations in which second requests were issued in fiscal year 2007 increased 40

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

year 2006. Second requests were issued in 63 merger investigations in fiscal year 2007 (31

issued by the FTC and 32 issued by the Division), while second requests were issued in 45

merger investigations in fiscal year 2006 (28 issued by the FTC and 17 issued by the Division).

The percentage of transactions resulting in second requests also increased, from 2.6 percent in

fiscal year 2006 to 3.0 percent in fiscal year 2007. (See Figure 2 below.)

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); 71 Fed. Reg. 2943 (January 18, 2006); 71 Fed. Reg. 35995 (June

23, 2006); 72 Fed. Reg. 2692 (January 22, 2007).

8

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.

5

PERCENTAGE OF TRANSACTIONS RESULTING

IN SECOND REQUEST

4.5%

4.3%

4.0%

3.5%

3.6%

3.0%

3.1%

3.1%

2.5%

2.6%

2.0%

2.6%

2.5%

3.0%

1.5%

1.0%

0.5%

2.7%

2.1%

0.0%

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

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 2007, early termination was requested in

84 percent (1,840) of the transactions reported, up slightly from fiscal year 2006 where it was

requested in 83 percent (1,468) of the transactions reported. Similarly, the percentage of

requests granted out of the total requested increased slightly from 75 percent in fiscal year 2006

to 76 percent in fiscal year 2007.

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

agencies’ enforcement activities for transactions reported in fiscal year 2007. 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 2007, clearance was granted to one or the other of the agencies for the purpose of

conducting an initial investigation in 14.0 percent of the total number of HSR transactions.

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 four years, there has been an increase in the dollar

6

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

fiscal year 2005, $1.3 trillion in fiscal year 2006, and almost $2 trillion in 2007.

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 2007 based on the acquired entity’s

operations. 9

Percentage of Transactions By Industry Group

of Acquired Entity Fiscal Year 2007

Manufacturing

16.2

Other

21.8

Chemicals and

Pharmaceuticals

5.9

Transportation

3.1

Health Services

2.3

Information Technology

4.0

Energy & Natural

Resources

5.3

Banking/Insurance

18.7

Consumer Goods

22.8

Figure 3

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

1.

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 2007. 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

9

The “Other” category consists of industry segments that include construction, educational services,

performing arts, recreation and non-classifiable establishments.

7

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. 10 The antitrust agencies examine the circumstances of each

violation to determine whether penalties should be sought. 11 During fiscal year 2007, 32

corrective filings for violations were received. The agencies brought one enforcement action,

resulting in the payment of $250,000 in civil penalties.

In United States v. James D. Dondero, 12 the complaint alleged that James D. Dondero, a

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

requirements of the HSR Act prior to exercising options to acquire stock of Motient Corp.,

where he served on the board of directors. As a result of exercising the options, the defendant

and the investment fund that he controlled, Highland Capital Management L.P., held voting

securities of Motient valued in excess of the $50 million HSR reporting threshold then in effect.

Less than a year before the violation alleged in the complaint, Dondero made a corrective HSR

filing relating to a failure to file regarding Highland’s acquisitions of stock in another company,

and as part of that filing, outlined steps that would be taken to avoid future violations. Under the

terms of a consent decree filed simultaneously with the complaint and entered by the court on

May 22, 2007, Dondero agreed to pay $250,000 in civil penalties to settle the charges.

2.

The Impact of Non-corporate Rule Changes on Transactions Requiring Notification

under the HSR Act

On March 8, 2005, the Commission published amendments to the premerger notification

rules 13 ("the rules") that attempted to reconcile, as far as was practical, the previous disparate

treatment of corporations, partnerships and limited liability companies under the rules. The

rulemaking introduced a number of changes, particularly in the areas of acquisitions of interests

in non-corporate entities, formations of the entities, and the application of certain exemptions,

including the intraperson exemption.

As an anticipated result of the rules changes, some transactions that previously did not

require notification now have to be notified, while others that previously would have required

10

On 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).

11

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.

12

United States v. James D. Dondero, No. 1:07-CV-00931 (D.D.C. filed May 21, 2007).

13

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

8

notification no longer require notification. The rulemaking acknowledged how hard it was to

estimate the impact on the total number of filings going forward, especially given the inherent

difficulty of estimating the number of filings eliminated by the changes. Two of the public

comments 14 on the proposed rules expressed concern that the number of additional filings the

Commission had estimated the rules changes would trigger (as calculated in the Paperwork

Reduction Act section of the proposed rules) may not have reflected the actual number that

ultimately would 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 required

notification as a result of these amendments. 15

The PNO has monitored these filings from the public announcement of the Commission’s

adoption of the rule changes on February 23, 2005 through September 30, 2007 (the end of fiscal

year 2007). During this period, of the total 4,924 filings received, filings were required in

eighty-seven transactions that would not have been reportable before. While there is no real way

to determine how many filings were eliminated, based on past data available for partnership

rollup filings, it is estimated that an average of forty-one transactions per year 16 that previously

required notification were exempted under § 802.30. In addition, a significant number of

previously reportable transactions are now exempted by the expansion of § 802.4, which

exempts acquisitions of voting securities of corporations and non-corporate interests of

unincorporated entities, such as partnerships and limited liability companies, that hold assets that

would be exempt if acquired directly as long as the corporation or unincorporated entity does not

hold more than $50 million (as adjusted) of other non-exempt assets.

Given this data since inception of the new rules, it appears that the net effect of the rules

changes on the total number of transactions has been quite small, and they possibly even have

reduced the total number of reportable transactions. In addition, the rules changes, as intended,

enhanced the underlying logic and consistency of the HSR rules in the treatment of different

types of entities, such that the Commission is now receiving the filings it should get, at the

juncture that it is appropriate, and receiving fewer unnecessary filings. Given this minimal

impact of the rule changes on overall filings, the Commission will discontinue monitoring these

filings going forward.

3. Threshold Adjustments

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 in 2005 amended the rules to provide a method for future

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

14

Section of Antitrust Law, American Bar Association (Grady, Kevin) (06/03/2004) and Bank Of America

(Wertz, Phillip) (06/03/2004).

15

70 Fed. Reg. 11510 (March 8, 2005).

16

Between 1997 and 2002, the Commission received 248 filings in which the acquiring person and the

acquired person were the same.

9

examples contained in the rules. The revised thresholds are published annually in January and

are effective 30 days after publication.

On January 22, 2007, the Commission published a notice 17 to reflect adjustment of

reporting thresholds as required by the 2000 amendments 18 to Section 7A of the Clayton Act, 15

U.S.C. 18a. The revised thresholds became effective February 21, 2007.

4. Premerger Review Process Improvements

In February 2006, after the creation of a Merger Process Task force and following up on

the issuance of the “Statement of the FTC’s Bureau of Competition on Guidelines for Merger

Investigations” in 2002, 19 the FTC announced a series of substantial reforms to the merger

review process to reduce the volume of materials that parties must produce to respond to a

second request. The reforms are designed to permit staff and the parties to identify more rapidly

the relevant substantive issues and focus more quickly and effectively on the relevant documents

and data. These reforms are detailed in an announcement available at

http://www.ftc.gov/os/2006/02/mergerreviewprocess.pdf.

During fiscal year 2007, the Antitrust Division announced that it was amending its 2001

Merger Review Process Initiative 20 in order to further streamline the merger investigation

process to improve the efficiency of the Division’s investigations while reducing the cost, time

and burdens faced by parties to transactions that are reviewed by the Division. The amendments

to the Division’s 2001 Merger Review Process Initiative are set forth, and additional background

information provided, at http://www.usdoj.gov/atr/public/220241.pdf.

MERGER ENFORCEMENT ACTIVITY 21

1.

The Department of Justice

During fiscal year 2007, the Antitrust Division challenged twelve merger transactions

that it concluded might have substantially lessened competition if allowed to proceed as

proposed. In four of these challenges, the Antitrust Division filed a complaint in U.S. district

court. Three of these cases were settled by consent decree, and litigation is pending in one case.

In the other eight challenges to mergers during fiscal year 2007, when apprised of the Antitrust

17

72 Fed. Reg. 2692 (January 22, 2007).

18

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

19

The Statement of the FTC’s Bureau of Competition on Guidelines for Merger Investigations for

December 11, 2002, is available at http://www.ftc.gov/os/2002/12/bcguidelines021211.htm.

20

See the Annual Report to Congress, Fiscal Year 2001, at pp. 11-12.

21

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 except in specific instances where such information has

already been disclosed.

10

Division’s concerns regarding the proposed transaction, the parties restructured their transaction

to avoid competitive problems in seven instances, and in one instance, the parties abandoned the

proposed transaction. 22

In United States v. CEMEX, S.A.B. de C.V., 23 the Division challenged Mexico-based

CEMEX’s proposed $12 billion hostile takeover of Australia-based Rinker Group. The

complaint alleged that the transaction, as originally proposed, would substantially lessen

competition for ready mix concrete in certain metropolitan areas in Arizona and Florida, as well

as result in increased prices for ready mix concrete, concrete block, and aggregate sold to

customers handling state Department of Transportation projects and other large building

projects. Ready mix concrete is a building material used in large construction projects such as

highways, bridges, tunnels, and buildings. Concrete block is another building material

commonly used in the construction of residential and commercial structures. Aggregate is

crushed stone and gravel produced at quarries, mines, or gravel pits, that is used in, among other

things, the production of ready mix concrete, concrete block, and asphalt. The Division filed a

proposed consent decree simultaneously with the complaint, settling the suit. Under the terms of

the decree, CEMEX, in the event it succeeded in its hostile takeover of Rinker Group, was

required to divest 39 ready mix concrete, concrete block, and aggregate facilities in Arizona and

Florida. The Court entered the consent decree on August 31, 2007.

In United States v. Amsted Industries, 24 the Division challenged Amsted’s December

2005 acquisition of FM Industries (FMI). The complaint alleged that the acquisition had created

a monopoly in the design, manufacture and sale of new end-of-car cushioning units (EOCCs)

used in the railroad industry, and had substantially lessened competition in the market for

reconditioned EOCCs. As a result, prices of new and reconditioned EOCCs had increased and

likely would have continued to increase while quality and innovation would likely have declined.

EOCCs are hydraulic devices that protect sensitive cargos by mitigating forces experienced by

railcars during coupling and transit. The Division filed a proposed consent decree

simultaneously with the complaint, requiring divestiture and grant of a license to an approved

buyer, to facilitate that company’s entry into the markets for new and reconditioned EOCCs.

Specifically, the decree required Amsted to divest all of the intangible and other manufacturing

assets needed to produce new and reconditioned EOCCs that it had acquired from FMI. Further,

because the FMI business had been discontinued as a result of the transaction, the decree also

required Amsted to grant a perpetual license to its own intellectual property to account for gaps

22

In four instances, the Division issued press releases: October 19, 2006 – proposed merger of AmSouth

Bancorporation and Regions Financial Corporation (banks); October 31, 2006 – proposed acquisition of CBS radio

stations by Entercom Communications Corporation; June 12, 2007 – proposed merger of Main Street Trust, Inc. and

First Busey Corporation (banks); September 27, 2007 – proposed acquisition of Laidlaw International, Inc. by

FirstGroup plc (school buses). In four other instances, the Division informed the parties of its concerns, but did not

issue a press release: proposed acquisition of Texas Regional Bancshares Inc. by Banco Bilbao Vizcaya Argentaria

S.A. (banks); proposed joint venture between Smiths Group plc and General Electric Company (detection and

homeland security businesses); proposed acquisition by Media General Communications of television stations from

General Electric; and proposed acquisition of Nichiro Corporation by Maruha Group, Inc. (seafood suppliers).

23

United States v. CEMEX, S.A.B. de C.V., No. 1:07-CV-00640 (D.D.C. filed April 4, 2007).

24

United States v. Amsted Industries, Inc., No.1:07-CV-00710 (D.D.C. filed April 18, 2007).

11

in the FMI assets. The Court entered the consent decree on July 16, 2007. Amsted’s acquisition

of FMI was not subject to the reporting and waiting period requirements of the HSR Act, and the

Division opened its investigation after customers complained of price increases resulting from

the acquisition.

In U.S. v. Daily Gazette Company and MediaNews Group, Inc., 25 the Division sued Daily

Gazette Company (Gazette Company) and MediaNews Group, seeking an order requiring the

parties to undo a series of May 2004 transactions that extinguished competition between the two

daily newspapers in Charleston, West Virginia. The complaint alleged that these transactions

resulted in the acquisition by Gazette Company, owner and publisher of the Charleston Gazette

newspaper, of the Charleston Daily Mail newspaper from MediaNews as part of a plan to

terminate the publication of the Charleston Daily Mail and leave Charleston with a single daily

newspaper. The complaint further alleged that Gazette Company had begun using its new

control over the Charleston Daily Mail to initiate the termination of that newspaper, but

suspended those actions in December 2004 when the Division learned of the transactions and

began an investigation. Until 2004, Gazette Company and MediaNews operated within a joint

operating agreement (JOA), under which each owned 50 percent of an entity that performed

many of the commercial functions of the two Charleston newspapers. The JOA did not eliminate

all economic competition between Gazette Company and MediaNews, and they competed

vigorously against each other for readers prior to the challenged transactions, benefiting readers

by giving them a choice between two daily newspapers with unique news and other content. The

suit is currently pending in U.S. District Court in the Southern District of West Virginia, as the

Court on June 19, 2008 issued an order and opinion denying defendants’ motion to dismiss,

allowing the suit to proceed.

In U.S. v. Monsanto Company and Delta & Pine Land Company, 26 the Division

challenged the proposed $1.5 billion acquisition of Delta & Pine Land Company (DPL) by

Monsanto. The complaint alleged that the transaction, as originally proposed, would have

resulted in higher prices of traited cottonseed for U.S. farmers and would have blocked or

delayed development of traits for cottonseed that would compete with Monsanto. Traited

cottonseed is seed that has been genetically modified to induce highly desirable characteristics,

such as resistance to insects or tolerance to herbicides. The Division filed a proposed settlement

simultaneously with the complaint, requiring the merged firm to divest Monsanto's Stoneville

Pedigreed Seed Company, 20 proprietary DPL cottonseed lines, and other significant assets.

Monsanto is also required to provide the divested Stoneville company a license as favorable as

DPL’s current Monsanto license in terms of revenues, future traits, and the ability to combine or

"stack" non-Monsanto traits with Monsanto traits. The merged entity will also have to divest to

Syngenta Crop Protection AG a group of 43 DPL cottonseed lines that contain VipCot,

Syngenta's insect-resistant trait technology that DPL planned to begin marketing as early as

2009. Finally, the merged entity must amend certain terms in its current trait license agreements

25

United States v. Daily Gazette Company and MediaNews Group, Inc., No. 2:07-0329 (S.D. WV filed

May 22, 2007).

26

United States v. Monsanto Company and Delta & Pine Land Company, No. 1:07-CV-00992 (D.D.C. filed

May 31, 2007).

12

with other cottonseed companies to allow them, without penalty, to stack non-Monsanto and

Monsanto traits and to sell cottonseed that includes non-Monsanto traits. The proposed consent

decree is awaiting entry by the Court.

During fiscal year 2007, the Division investigated three bank merger transactions for

which divestiture was required prior to or concurrently with the acquisition. In those instances, a

“not significantly adverse” letter conditioned upon a letter agreement between the parties and the

Division was sent to the appropriate bank regulatory agency. 27

Additionally, on May 8, 2007, the Division filed a petition in the U.S. District Court for

the District of Columbia asking it to find Allied Waste Industries, Inc. (Allied) in civil contempt

of a decree entered by the Court in 2000, in United States v. Allied Waste Industries, Inc. and

Browning-Ferris Industries, Inc. 28 Under the 2000 consent decree, Allied was required to sell

waste collection and disposal operations in 13 states, covering 18 metropolitan areas, in order to

proceed with its $9.4 billion acquisition of Browning-Ferris. Allied was also required to seek the

Division's approval before acquiring waste collection and disposal assets in any of the relevant

geographic areas covered under the decree, provided certain minimum dollar threshold amounts

are met. According to the Division’s petition, Allied violated this provision of the 2000 decree

by acquiring a set of waste collection assets in the Chicago area in January 2004 from

Homewood Disposal Services Inc. without first obtaining Division approval. The Division filed

a proposed settlement agreement simultaneously with the petition, requiring Allied to pay

$125,000. The Court entered the settlement order on June 7, 2007. This is the second time the

Department has moved to enforce Allied's compliance with provisions in the 2000 consent

decree. In August 2004, the Division settled a violation relating to Allied's premature

termination of disposal rights at a former Browning-Ferris landfill in Massachusetts. 29 The 2004

settlement required Allied to implement a program to ensure full compliance with the 2000

decree, and as a consequence of that compliance program, Allied brought its earlier acquisition

from Homewood to the Division’s attention as a potential violation of the 2000 decree.

27

The three letters were: October 19, 2006, letter to Board of Governors of the Federal Reserve System

regarding the application by Banco Bilbao Vizcaya Argentaria, S.A., Bilbao, Spain, to acquire Texas Regional

Bancshares, Inc., McAllen, TX; October 19, 2006, letter to Board of Governors of the Federal Reserve System

regarding the application by Regions Financial Corporation, Birmingham, AL, to acquire AmSouth Bancorporation,

Birmingham, AL; and June 12, 2007, letter to Board of Governors of the Federal Reserve System regarding the

application by First Busey Corporation, Urbana, IL, to acquire Main Street Trust, Inc., Champaign, IL.

28

See the Annual Report to Congress, Fiscal Year 1999 for a description of this case.

29

See the Annual Report to Congress, Fiscal Year 2004 for a description of this case.

13

2.

The Federal Trade Commission

The Commission challenged twenty-two transactions that it concluded may have lessened

competition if allowed to proceed as proposed during fiscal year 2007, 30 leading to fourteen

consent orders, three administrative complaints that were also litigated in federal court, and five

abandonments. In each of the matters in which administrative complaints were authorized, the

Commission also authorized staff to seek injunctive relief; of these, in two cases the parties

consummated the transaction after the court denied the Commission’s request for a preliminary

injunction, and in one matter the parties abandoned the transaction after the Court of Appeals

granted the Commission a preliminary injunction pending appeal.

The Commission issued an administrative complaint in Equitable Resources,

Inc./Dominion Resources, Inc., Consolidated Natural Gas Company, and The Peoples Natural

Gas Company, 31 alleging that Equitable Resources’ proposed $790 million acquisition of The

People’s Natural Gas Company (Dominion Peoples), a subsidiary of Dominion Resources,

would have substantially lessened competition in the market for the local distribution of natural

gas to nonresidential customers in certain areas in western Pennsylvania. Equitable Resources

and Dominion Peoples were each others sole competitors and the proposed transaction would

have resulted in a monopoly. The Commission also filed a complaint in federal district court

seeking a temporary restraining order and preliminary injunction to block the transaction. The

district court dismissed the complaint, but the Court of Appeals for the Third Circuit granted the

Commission an injunction blocking the transaction pending appeal. The parties abandoned the

transaction and the matter was subsequently removed from administrative adjudication.

In Paul L. Foster, Western Refining, Inc./Giant Industries, Inc., 32 the Commission sought

a preliminary injunction and a temporary restraining order to block Western Refining’s proposed

$1.4 billion acquisition of Giant Industries. According to the complaint, the proposed

transaction would have lessened competition in the market for the bulk supply of light petroleum

products in northern New Mexico. By eliminating direct competition between Western Refining

and Giant Industries, two of five significant bulk suppliers of light petroleum products to

northern New Mexico, the proposed transaction would have increased concentration in an

already highly concentrated market. The transaction would have also increased the likelihood of

competitor coordination, allowing Western Refining to more easily coordinate profitably with

one or more of the few remaining significant bulk suppliers of light petroleum products,

including gasoline, to restrict output or raise prices. The district court denied the Commission’s

30

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

Commission took its first public action during fiscal year 2007.

31

Equitable Resources, Inc./Dominion Resources, Inc., Consolidated Natural Gas Company, and The

Peoples Natural Gas Company, Docket No. 9322 (issued March 14, 2007). The proposed transaction includes

Equitable Resource’s purchase of Hope Gas, Inc., another subsidiary of Dominion; however, the Commission did

not challenge this part of the transaction.

32

FTC v. Paul L. Foster, Western Refining, Inc. and Giant Industries, Inc., No. 07-cv-352 (D.D.C. April

12, 2007).

14

request for a preliminary injunction and a motion for an injunction pending appeal. Afterward,

the parties consummated the transaction and the matter was withdrawn from adjudication.

In Whole Foods Market, Inc./Wild Oats Market, Inc., 33 the Commissioned sought a

preliminary injunction and temporary restraining order to block Whole Foods’ proposed $670

million acquisition of Wild Oats pending an administrative trial. According to the complaint, the

proposed transaction would have allowed Whole Foods, the largest premium natural and organic

supermarket chain in the United States, to acquire its closest competitor and longtime rival, Wild

Oats. Post-acquisition, the combined firm likely would have been able to raise prices

unilaterally, resulting in higher prices and reduced quality, service and choice for consumers.

The district court entered a temporary restraining order pending a preliminary injunction hearing,

but after a hearing the district court denied the Commission’s motion for a preliminary

injunction. The appeals court also denied the Commission’s request for an injunction pending

appeal. The parties subsequently consummated the transaction. The Commission also issued an

administrative complaint against the merger, and the administrative litigation is ongoing.

Additionally, in July 2008, the Court of Appeals for the D.C. Circuit reversed the district court’s

opinion that denied the preliminary injunction and remanded the case to the district court.

In fiscal year 2007, the Commission accepted consent agreements for public comment in

fourteen merger cases. Eleven of the consent agreements became final in fiscal year 2007; three

became final in fiscal year 2008.

In The Boeing Company/Lockheed Martin Corporation, 34 the Commission charged that

the formation of United Launch Alliance, LLC (ULA), a proposed joint venture between Boeing

and Lockheed Martin, would have substantially lessened competition in the U.S. markets for

government medium-to-heavy (MTH) launch services and space vehicles. According to the

Commission’s complaint, the U.S. markets for government MTH launch services and space

vehicles were highly concentrated. Boeing and Lockheed were the only suppliers of government

MTH launch services, and Boeing and Lockheed were two of only three firms that accounted for

the majority of sales in the market for government space vehicles. The ULA, through its joint

ownership by the parties, likely would have been able to gain access to competitively sensitive

non-public information concerning other space vehicle suppliers and other potential MTH launch

services competitors and position itself to raise costs or disadvantage other suppliers in these

markets. Under the consent order settling the Commission’s charges, the following actions were

required: (1) ULA cooperate on equivalent terms with all providers of government space

vehicles; (2) Boeing’s and Lockheed Martin’s space vehicle businesses provide equal

consideration and support to all launch services providers when seeking any U.S. Government

delivery-in-orbit contract; and (3) Boeing, Lockheed Martin, and ULA safeguard competitively

sensitive information obtained from other providers of space vehicles and launch services.

33

FTC v. Whole Foods Market, Inc. and Wild Oats Markets, Inc., No. 07-cv-01021 (D.D.C. June 6, 2007).

34

The Boeing Company/Lockheed Martin Corporation, Docket No. C-4188 (issued May 1, 2007).

15

In Thermo Electron Corporation, 35 the Commission challenged Thermo Electron ‘s

proposed $12.8 billion acquisition of Fisher Scientific International, Inc. alleging that the

acquisition would have substantially lessened competition in the U.S. market for high

performance centrifugal vacuum evaporators (CVEs), used in removing solvents from laboratory

samples. According to the Commission’s complaint, the proposed transaction would have

combined the only two significant suppliers of high performance CVEs in the United States,

leaving Thermo Electron as a virtual monopolist in the approximately $10 million market.

Thermo Electron and Fisher Scientific accounted for approximately 30 percent and 70 percent of

the market, respectively, and directly competed on price, service, and product innovation. The

only other firm that sold high performance CVEs, Martin Christ GmbH, had minimal sales in the

United States and it was unlikely that those sales would have increased sufficiently to restore the

lost competition between Thermo Electron and Fisher Scientific. To settle the charges, the

Commission required Thermo Electron to divest Fisher Scientific’s Genevac division,

comprising Fisher’s entire CVE business.

In Barr Pharmaceuticals, 36 the Commission challenged Barr’s proposed $2.5 billion

acquisition of Pliva d.d because it likely would have substantially lessened competition in the

following product markets in the United States: generic trazodone tablets, used in treating

depression; generic triameterene/HCTZ tablets, used in treating high blood pressure; generic

nimodipine soft-get capsules, used in treating symptoms resulting from ruptured blood vessels in

the brain; and organ preservation solutions, used in preserving the viability of donor organs prior

to transplantation. According to the Commission’s complaint, in each of the three generic drug

markets, Barr and Pliva were two of a small number of suppliers or the only two future

competitors. The market for organ preservation was highly concentrated and the proposed

acquisition would have provided Barr with a near monopoly position, with an approximate 90

percent of the U.S. market. The elimination of competition between the parties would have

increased the likelihood of coordinated interaction among competitors and consumers paying

higher prices for such products and services. The consent order required the divestiture of Barr

Pharmaceutical’s generic trazodone and triamterene/HCTZ businesses, divestiture of Pliva’s

branded organ preservation solution Custodial, and divestiture of either Pliva or Barr’s generic

minodipine business.

In Watson Pharmaceuticals, Inc./Andrx Corporation, 37 the Commission challenged

Watson’s proposed $1.9 billion acquisition of Andrx, alleging that the proposed acquisition

would have substantially lessened competition in the following product markets in the United

States: hydrocodone bitartrate/ibuprofen tablets, used to treat the short-term management of

acute pain; glipizide ER tablets, used to treat Type 2 diabetes; and 11 oral contraceptive drugs.

According to the Commission’s complaint, in each of the markets the proposed transaction

would have reduced the number of competing generic drug suppliers. In the markets for

35

Thermo Electron Corporation., Docket No. C-4170 (issued October 17, 2006).

36

Barr Pharmaceuticals, Inc., Docket No. C-4171 (issued October 19, 2006).

37

Watson Pharmaceuticals, Inc./Andrx Corporation, Docket No. C-4172 (issued October 31, 2006).

16

hydrocodone bitartrate/ibuprofen tablets and glipizide ER tablets, Watson and Andrx were two

of a small number of suppliers. Similarly, Watson and Andrx were two of a limited number of

suppliers or potential entrants in the eleven generic oral contraceptives markets. The transaction,

as proposed, would have eliminated substantial price competition resulting from each firm’s

independent entry into the markets. In resolving its concerns with the transaction, the

Commission by consent order required the parties to take the following actions: (1) end

Watson’s marketing agreement with Interpharm Holdings, Inc. and return all rights and

agreements necessary to market generic hydrocodone bitartate/ibuprofen tablets back to

Interpharm; (2) assign and divest Andrx’s right to develop, manufacture and market generic

extended release glipzide ER tablets; and (3) sell Andrx’s rights and assets needed to develop

and market the eleven generic oral contraceptive products.

In Service Corporation International/Alderwoods Group, Inc., 38 the Commission

challenged SCI’s proposed acquisition of Alderwoods, alleging that the transaction would have

substantially lessened competition in 47 markets for funeral or cemetery services. According to

the Commission’s complaint, SCI and Alderwoods were the largest providers of funeral and

cemetery services and associated merchandise or property in the United States. The transaction

would have raised competitive concerns in 35 highly concentrated funeral service markets and

12 highly concentrated cemetery service markets, and likely would have resulted in higher prices

and diminished services for consumers. Under its order settling the matter, the Commission

required SCI to sell funeral homes in 29 markets and cemeteries in 12 markets across the United

States. In six other markets, SCI was required to sell certain funeral homes that it had planed to

acquire or end its licensing agreements with third party funeral homes affiliated with SCI.

In Johnson & Johnson/Pfizer Inc., 39 the Commission charged that Johnson and Johnson’s

proposed $16.6 billion acquisition of Pfizer Inc.’s Consumer Healthcare business would have

substantially lessened competition in the U.S. markets for the following over-the-counter (OTC)

medications: hydrocortisone anti-itch products, night time sleep aids, diaper rash treatments, and

H-2 blockers. According to the Commission’s complaint, each of the product markets was

highly concentrated. Johnson & Johnson and Pfizer were the only significant suppliers of

branded OTC hydrocortisone anti-itch products in the United States. Pfizer was the market

leader with its Cortizone products, while Johnson & Johnson was the second leading supplier

with its Cortaid products. In the market for OTC night time sleep aids, Pfizer was the market

leader with its Unisom products, while Johnson & Johnson was the second leading supplier with

its Simply Sleep products. Similarly, in the market for OTC H-2 blockers, used to treat

heartburn associated with acid indigestion, Johnson & Johnson was the market leader with its

Pepcid products, while Pfizer was the second leading supplier with its Zantac products. The

firms were also significant suppliers of OTC diaper rash treatments. Pfizer was the market

leader with its Desitin products, and Johnson and Johnson was the third largest supplier with its

Balmex products. The elimination of competition between the parties increased the likelihood of

raised prices for consumers and reduced incentives for suppliers to improve service or product

quality in the relevant product markets. The Commission’s consent order required the parties to

38

Service Corporation International/Alderwoods, Inc.., Docket No. C-4174 (issued November 21, 2006).

39

Johnson & Johnson/Pfizer Inc., Docket No. C-4180 (issued December 20, 2006).

17

divest Pfizer’s Zantac H-2 blocker business, Pfizer’s Cortisone hydrocortisone anti-itch business,

Pfizer’s Unisom night-time sleep aid business, and Johnson & Johnson’s Balmex diaper rash

treatment business.

In General Dynamics Corporation, 40 the Commission challenged General Dynamic’s

proposed $275 million acquisition of SNC Technologies, Inc. and SNC Technologies

Corporation (collectively “SNC”) alleging that the transaction would have substantially lessened

competition in the North American market for melt-pour loan, assemble and pack (“LAP”)

services used during the manufacture of ammunition for mortars and artillery. According to the

Commission’s complaint, the transaction would have combined two of only three suppliers of

melt-pour LAP services to the U.S. military. Melt-pour LAP services are the final step in

producing and delivering ammunition for mortars and artillery to the U.S. military. General

Dynamics had a controlling interest in American Ordnance, LLC, a joint venture with Day &

Zimmerman, Inc., which provided mortar and artillery ammunition LAP services to the U.S.

military. SNC also provided LAP services to the U.S. and Canadian militaries. The only other

supplier of mortar and artillery melt-pour LAP services to the U.S. market was using a facility

that was slated for closure. Absent relief, the proposed transaction would have likely allowed

the combined firm to exercise market power unilaterally, forcing the U.S. military to pay higher

prices for these munitions. The transaction also raised the possibility that General Dynamics

could have shared confidential American Ordnance business information with SNC, increasing

the likelihood of coordination between the two companies. Under a consent order settling the

Commission’s complaint, General Dynamics was required to divest its interest in American

Ordnance.

In Hospira, Inc./Mayne Pharma Limited, 41 the Commission challenged Hospira’s

proposed $2 billion acquisition of rival drug manufacturer Mayne Pharma. The Commission

alleged in its complaint that the acquisition would have substantially lessened competition in the

U.S. market for five injectable drugs: (1) hydromorphone hydrochloride, (2) nalbuphine

hydrochloride, and (3) morphine sulfate, all of which are used to treat moderate to severe pain;

(4) preservative-free morphine, typically used when morphine is delivered into the spinal

column; and (5) deferoxamine mesylate, used to treat acute iron poisoning or chronic iron

overload. According to the Commission’s complaint, there were a limited number of suppliers

in each product market. Hospira and Mayne were two of only three suppliers in the market for

hydromorphone hydrochloride, and while Mayne did not participate in the other four markets it

was in the process of entering those markets. The proposed transaction increased the likelihood

that the combined entity would have delayed or eliminated substantial additional price

competition resulting from Mayne’s independent entry into these markets. In settling the

Commission’s charges, the companies agreed to divest Mayne’s rights and assets related to the

relevant products.

In TC Group, LLC, Riverstone Holdings LLC, Carlyle/Riverstone Global Energy and

40

General Dynamics Corporation, Docket No. C-4181 (issued December 27, 2006).

41

Hospira, Inc./Mayne Pharma Limited, Docket No. C-4182 (issued January 18, 2007).

18

Power Fund II, LP, and Carlyle/Riverstone Global Energy and Power Fund III, LP, 42 the

Commission challenged a proposed $22 billion transaction in which energy transportation,

storage and distribution firm Kinder Morgan, Inc. would have been acquired by Kinder

Morgan’s management and a group of investment firms, including private equity firms managed

and controlled by The Carlyle Group and Riverstone Holdings LLC. The Commission’s

complaint alleged that the proposed transaction would have substantially lessened competition in

the terminaling of gasoline and other light petroleum products in eleven markets in the

Southeastern United States. Carlyle and Riverstone already held significant equity interests in

Magellan Midstream, a major competitor of Kinder Morgan. Post-acquisition, Carlyle and

Riverstone would have had the right to Board representation at both firms, the right to exercise

veto power over actions by Magellan, and access to non-public competitively sensitive

information about Kinder Morgan or Magellan. The transaction, as proposed, would have

combined under common partial ownership, two of the primary independent participants in the

relevant markets and increased the likelihood of the acquiring persons exercising unilateral

market power, resulting in higher prices for gasoline and other light petroleum products in the

relevant markets. The Commission’s consent order settling the complaint required Carlyle and

Riverstone to remove their representatives from the Magellan Board, cede control of Magellan to

its other principal investor, Madison Dearborn Partners, and refrain from influencing the

management of Magellan. The order also required the respondents to establish safeguards

against the sharing of competitively sensitive information between Kinder Morgan and

Magellan.

In Actavis Group, HF./Abrika Pharmaceuticals, Inc., 43 the Commission charged that

Actavis’ proposed $235 million acquisition of Abrika would have substantially lessened

competition in the U.S. market for generic isradipine capsules, which are prescribed for patients

to treat hypertension, ischemia, and depression. According to the Commission’s complaint,

Actavis and Abrika were the only two companies selling generic isradipine capsules in the

United States. The elimination of competition between the parties would have increased the

likelihood that consumers would have been forced to pay higher prices. The Commission’s

order required the parties to divest all rights and assets needed to manufacture and market

generic isradipine capsules.

In Rite Aid Corporation/The Jean Coutu Group (PJC), Inc., 44 the Commission charged

that Rite Aid’s proposed $3.5 billion acquisition of Brooks and Eckerd pharmacies from Jean

Coutu would have substantially lessened competition in the U.S. market for the retail sale of

pharmacy services to cash customers in 23 local markets. Cash customers are consumers of

pharmacy services who do not pay a price negotiated by or paid through a third party, such as an

insurance plan or pharmacy benefits manager. According to the Commission’s complaint, each

of the 23 markets was highly concentrated. Rite Aid and Eckerd/Brooks were two of a small

number of pharmacies offering cash services, and combined, accounted for at least half and up to

42

TC Group, LLC, Riverstone Holdings LLC, Carlyle/Riverstone Global Energy and Power Fund II, LP,

and Carlyle/Riverstone Global Energy and Power Fund III, LP, Docket No. C-4183 (issued January 24, 2007).

43

Actavis Group, HF./Abrika Pharmaceuticals, Inc., Docket No. C-4190 (issued May 18, 2007).

44

Rite Aid Corporation/The Jean Coutu Group (PJC), Inc., Docket No. C-4191 (issued June 1, 2007).

19

100 percent of the pharmacies in those markets. The elimination of competition between Rite

Aid and Brooks or Eckerd would have likely increased prices paid by cash customers for

pharmacy services and decreased the quality and selection of services. The consent order

required Rite Aid and Jean Coutu to sell one retail pharmacy store in each of the 23 geographic

markets.

In Jarden Corporation/K2 Inc., 45 the Commission charged that Jarden’s proposed $1.2

billion acquisition of K2 would have substantially lessened competition in the U.S. market for

monofilament fishing line. According to the Commission’s complaint, monofilament fishing

line was the most widely used and least expensive type of fishing line. Jarden had a very large

share of the market and K2 was Jarden’s most significant competitor. The Commission charged

that the proposed transaction would have further situated Jarden as the dominant supplier of

monofilament fishing line in the United States and significantly increased concentration in the

market. It would have also increased the likelihood of Jarden raising prices and reducing

incentives to improve service or product quality for monofilament fishing line products. The

Commission’s consent order required the parties to sell assets related to four popular types of

monofilament lines owned by K2.

In American Renal Associates, Inc./Fresenius Medical Care Holdings, Inc., 46 the

Commission challenged an agreement between American Renal and Fresenius to close three

Fresenius outpatient dialysis clinics near competing American Renal clinics in Rhode Island and

Massachusetts. It also challenged American Renal’s proposed acquisition of two other Fresenius

clinics in Rhode Island. According to the Commission’s complaint, by agreeing to close three

Fresenius clinics, the parties would have denied the benefits of competition to consumers of

outpatient dialysis services in Rhode Island and southeast Massachusetts by effectively

allocating Fresenius’ patients in those areas to American Renal clinics. Further, the proposed

acquisition of Fresenius’ two Warwick, Rhode Island clinics would have left American Renal as

the sole provider of outpatient dialysis services in the Warwick-Cranston area, likely resulting in

increased prices and reduced services and quality for consumer of outpatient dialysis services in

that area. The parties terminated their agreement containing the offending provisions after

Commission staff raised antitrust concerns. The consent order settling the charges prohibited the

parties from agreeing with any clinic operator to close clinics or otherwise allocate dialysis

markets, territories, or customers. The order also required American Renal to notify the

Commission of its intention to acquire any dialysis clinic assets in the Warwick-Cranston area of

Rhode Island.

In Mylan Laboratories, Inc./E. Merck oHG, 47 the Commission charged that Mylan’s

proposed $6.6 billion acquisition of Merck would have substantially lessened competition in the

U.S. market for five generic drugs used to treat patients with hypertension and heart problems:

acebutolo hydrochloride capsules, flecainide acetate tablets, guanfacine hydrochloride tablets,

45

Jarden Corporation/K2 Inc., Inc., Docket No. C-4196 (issued August 8, 2007).

46

American Renal Associates, Inc./Fresenius Medical Care Holdings, Inc.., Docket No. C-4202 (issued

October 17, 2007).

47

Mylan Laboratories, Inc./E. Merck oHG, Inc., Docket No. C-4200 (issued September 26, 2007).

20

nicardipine hydrochloride capsules, and sotalol hydrochloride AF tablets. According to the

Commission’s complaint, Mylan and Merck were two significant competitors in the relevant

product markets, which were already highly concentrated. The elimination of competition

between the parties would have increased the likelihood of consumers paying higher prices for

such products. The order settling the Commission’s charges required the parties to divest all

assets related to the five generic drugs.

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

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.

21

LIST OF APPENDICES

Appendix A -

Summary of Transactions, Fiscal Years 1998 - 2007

Appendix B -

Number of Transactions Reported and Filings Received by Month

for Fiscal Years 1998 - 2007

LIST OF EXHIBITS

Exhibit A -

Statistical Tables for Fiscal Year 2007, Presenting Data Profiling

Hart-Scott-Rodino Premerger Notification Filings and

Enforcement Interest

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 1998 - 2007

APPENDIX A

SUMMARY OF TRANSACTION BY YEAR

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

4,728

4,642

4,926

2,376

1,187

1,014

1,454

1,695

1,768

2,201

9,264

9,151

9,941

4,800

2,369

2,001

2,866

3,322

3,580

4,429

4,575

4,340

4,749

2,237

1,142

968

1,377

1,610

1,746

2,108

125

111

98

70

49

35

35

50

45

63

46

45

43

27

27

15

20

25

28

31

1.0%

1.0%

0.9%

1.2%

2.4%

1.5%

1.5%

1.6%

1.6%

1.5%

79

68

55

43

22

20

15

25

17

32

1.7%

1.6%

1.2%

1.9%

1.9%

2.1%

1.1%

1.6%

1.0%

1.5%

4,323

4,110

4,324

2,063

1,042

700

1,241

1,385

1,468

1,840

Granted5

3,234

3,103

3,515

1,603

793

606

943

997

1,098

1,402

Not Granted5

1,089

1,007

809

460

249

94

298

388

370

438

Transactions Reported

Filings Received 1

Adjusted Transactions In Which A

Second Request Could Have Been

Issued 2

Investigations in Which Second

Requests Were Issued

FTC 3

Percent

DOJ

4

3

4

Percent

Transactions Involving a Request

For Early Termination 5

1

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.

2

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 one party filed a complete notification); (2) transactions reported pursuant to the exemption provisions of §§

7A(c)(6) or (c)(8) of the Act; and (3) transactions deemed 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 801.40 of the Premerger Notification rules. Secondary acquisitions have been deducted in order to

be consistent with statistics present in the most prior annual reports.

3

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

4

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.

5

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 1998 - 2007

Appendix B

Table 1. Number of Transactions Reported by Month for the Fiscal Years 1998 - 2007

October

November

December

January

February

March

April

May

June

July

August

September

TOTAL

1998

424

387

426

306

336

392

384

401

442

435

427

368

4,728

1999

333

359

394

282

330

427

364

438

445

444

434

392

4,642

2000

376

428

468

335

440

455

343

398

494

351

446

392

4,926

2001

360

451

345

245

66

120

94

153

190

94

163

95

2,376

2002

89

105

95

111

87

109

99

111

88

121

97

75

1,187

2003

77

104

78

93

71

74

92

83

80

86

85

91

1,014

2004

93

127

143

86

109

138

135

131

122

123

135

112

1,454

2005

143

160

128

139

102

122

124

171

153

120

170

163

1,695

2006

130

148

137

142

124

150

125

158

172

141

186

155

1,768

2007

201

189

151

143

157

194

156

250

202

219

200

139

2,201

APPENDIX B

TABLE 2. NUMBER OF FILINGS RECEIVED 1

BY MONTH FOR FISCAL YEARS 1997 - 2007

OCTOBER

NOVEMBER

DECEMBER

JANUARY

FEBRUARY

MARCH

APRIL

MAY

JUNE

JULY

AUGUST

SEPTEMBER

TOTAL

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

2006

264

311

264

285

266

309

274

311

350

258

377

311

3,580

2007

406

379

306

292

325

383

313

481

403

443

407

291

4,429

1 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 that is exempt under Sections 7(A)(c)(6) and (c)(8) of the Clayton Act.

EXHIBIT A

STATISTICAL TABLES

FOR

FISCAL YEAR 2007

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTERESTS

TABLE I

FISCAL YEAR 2007 1

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE) 2

TRANSACTION RANGE

($MILLIONS)

NUMBER 4

PERCENT5

Below 50M 5

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

Over 1000M

1

484

370

156

250

254

290

303

0.0%

23.0%

17.6%

7.4%

11.8%

12.0%

13.8%

14.4%

CLEARANCE GRANTED TO FTC OR

DOJ

PERCENT OF

NUMBER

TRANSACTION RANGE

GROUP

FTC DOJ

FTC

DOJ

TOTAL

0.0%

0.0%

0

0

0.0%

42

18

8.7%

3.7%

12.4%

11

6

3.0%

1.6%

4.6%

15

5

9.6%

3.2%

12.8%

17

7

6.8%

2.8%

9.6%

30

10

11.8%

3.9%

15.7%

31

14

10.7%

4.8%

15.5%

55

35

18.2% 11.6%

29.8%

ALL TRANSACTIONS

2,108

100.0%

201

HSR TRANSACTIONS

95

9.5%

4.5%

14.0%

SECOND REQUEST

INVESTIGATIONS 3

PERCENT OF

NUMBER

TRANSACTION RANGE

GROUP

FTC DOJ FTC DOJ

TOTAL

0.0% 0.0%

0

0

0.0%

3

2

0.6% 0.4%

1.0%

5

3

1.4% 0.8%

2.2%

2

3

1.3% 1.9%

3.2%

2

5

0.8% 2.0%

2.8%

5

4

2.0% 1.6%

3.6%

6

4

2.1% 1.4%

3.5%

8

11

2.6% 3.6%

6.2%

31

32

1.5%

1.5%

3.0%

TABLE II

FISCAL YEAR 20071

ACQUISITIONS BY SIZE OF TRANSACTION2 (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

5

LESS THAN 50

LESS THAN 100

LESS THAN 150

LESS THAN 200

LESS THAN 300

LESS THAN 500

LESS THAN 1000

ALL TRANSACTIONS

NUMBER

1

674

855

1,030

1,261

1,515

1,805

2,108

4

PERCENT

0.0%

31.9%

40.5%

48.8%

59.8%

71.8%

85.6%

CLEARANCE GRANTED TO FTC OR

DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER

PERCENTAGE OF

TOTAL NUMBER OF

CLEARANCES GRANTED

NUMBER

FTC

0

42

53

68

85

115

146

201

FTC

0.0%

14.2%

17.9%

23.0%

28.7%

38.9%

49.3%

67.9%

FTC

0

5

8

10

12

17

23

31

DOJ

0

18

24

29

36

46

60

95

DOJ

0.0%

6.1%

8.1%

9.8%

12.2%

15.5%

20.3%

32.1%

TOTAL

0.0%

20.3%

26.0%

32.8%

40.9%

54.4%

69.6%

100.0%

DOJ

0

3

5

8

13

17

21

32

PERCENT

FTC

0.0%

7.9%

12.7%

15.9%

19.0%

27.0%

36.5%

49.2%

DOJ

0.0%

4.8%

7.9%

12.7%

20.6%

27.0%

33.3%

50.8%

TOTAL

0.0%

12.7%

20.6%

28.6%

39.6%

54.0%

69.8%

100.0%

TABLE III

FISCAL YEAR 20071

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

35

18

15

17

30

31

55

201

DOJ

15

9

5

7

10

14

35

95

TOTAL

50

27

20

24

40

45

90

296

CLEARANCE GRANTED AS A PERCENTAGE OF:

TOTAL

TOTAL NUMBER OF

TOTAL NUMBER OF

NUMBER OF

CLEARANCES

TRANSACTIONS

CLEARANCES

GRANTED

PER AGENCY

FTC DOJ TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

1.7% 0.7%

2.4%

17.4%

15.8%

11.8%

5.1%

16.9%

0.9% 0.4%

1.3%

9.0%

9.5%

6.1%

3.0%

9.1%

0.7% 0.2%

0.9%

7.4%

5.3%

5.1%

1.7%

6.8%

0.8% 0.3%

1.1%

8.5%

7.4%

5.7%

2.4%

8.1%

1.4% 0.5%

1.9%

14.9%

10.5%

10.1%

3.4%

13.5%

1.5% 0.7%

2.2%

15.4%

14.7%

10.5%

4.7%

15.2%

2.6% 1.7%

4.3%

27.4%

36.8%

18.6%

11.8%

30.4%

9.5% 4.5%

14.0%

100.0% 100.0% 67.9%

32.1%

100.0%

TABLE IV

FISCAL YEAR 20071

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

5

3

2

2

5

6

8

31

FTC

0.2%

0.1%

0.1%

0.1%

0.2%

0.3%

0.4%

1.5%

FTC

0.7%

1.7%

1.1%

0.9%

2.0%

2.1%

2.6%

1.5%

DOJ

3

2

3

5

4

4

11

32

TOTAL

8

5

5

7

9

10

19

63

DOJ

0.1%

0.1%

0.1%

0.2%

0.2%

0.2%

0.5%

1.5%

TOTAL

0.3%

0.2%

0.2%

0.3%

0.4%

0.5%

0.9%

3.0%

DOJ

0.4%

1.1%

1.7%

2.2%

1.6%

1.4%

3.6%

1.5%

TOTAL

1.1%

2.8%

2.8%

3.1%

3.6%

3.5%

6.2%

3.0%

TOTAL NUMBER OF

SECOND REQUEST

INVESTIGATIONS

FTC

7.9%

4.8%

3.2%

3.2%

7.9%

9.5%

12.7%

49.2%

DOJ

4.8%

3.2%

4.8%

7.9%

6.3%

6.3%

17.5%

50.8%

TOTAL

12.7%

8.0%

8.0%

11.1%

14.2%

15.8%

30.2%

100.0%

TABLE V

FISCAL YEAR 20071

ACQUISITIONS BY REPORTING THRESHOLD

HSR TRANSACTIONS

THRESHOLD

6

$50M (as adjusted)

$100M (as adjusted)

$500M (as adjusted)

25%

50%

ASSETS ONLY

ALL TRANSACTIONS

NUMBER

PERCENT

116

172

46

2

1,182

590

2,108

5.5%

8.1%

2.2%

0.1%

56.1%

28.0%

100.0%

CLEARANCE GRANTED TO

FTC OR DOJ

PERCENTAGE OF

NUMBER

THRESHOLD GROUP

FTC DOJ

FTC

DOJ

TOTAL

3

1

2.6%

0.9%

3.5%

2

7

1.2%

4.1%

5.3%

1

2

2.2%

4.3%

6.5%

0

0

0.0%

0.0%

0.0%

143

64

12.1% 5.4%

17.5%

52

21

8.8%

3.6%

12.4%

201

95

9.5%

4.5%

14.0%

SECOND REQUEST

INVESTIGATIONS3

PERCENTAGE OF

NUMBER

THRESHOLD GROUP

FTC DOJ FTC DOJ

TOTAL

1

1

0.9% 0.9%

1.8%

0

7

0.0% 4.1%

4.1%

1

0

2.2% 0.0%

2.2%

0

0

0.0% 0.0%

0.0%

15

18

1.3% 1.5%

2.8%

14

6

2.4% 1.0%

3.4%

31

32

1.5% 1.5%

3.0%

TABLE VI

FISCAL YEAR 20071

TRANSACTIONS BY ASSETS OF ACQUIRING PERSON

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

PERCENT

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

OVER 1000M

ALL TRANSACTIONS

210

72

88

57

87

132

207

1,255

2,108

10.0%

3.4%

4.2%

2.7%

4.1%

6.3%

9.8%

59.5%

100.0%

CLEARANCE GRANTED TO FTC OR DOJ

PERCENTAGE OF ASSET

NUMBER

RANGE GROUP

FTC

DOJ

FTC

DOJ

TOTAL

5

4

2.4%

1.9%

4.3%

3

4

4.2%

5.6%

9.8%

6

2

6.8%

2.3%

9.1%

3

2

5.3%

3.5%

8.8%

2

3

2.3%

3.4%

5.7%

9

0

6.8%

0.0%

6.8%

20

10

9.7%

4.8%

14.5%

153

70

12.2%

5.6%

17.8%

201

95

9.5%

4.5%

14.0%

SECOND REQUEST INVESTIGATIONS3

NUMBER

PERCENTAGE OF ASSET

RANGE GROUP

FTC DOJ

FTC

DOJ

TOTAL

0

1

0.0%

0.5%

0.5%

0

3

0.0%

4.2%

4.2%

1

1

1.1%

1.1%

2.2%

0

2

0.0%

3.5%

3.5%

0

1

0.0%

1.1%

1.1%

3

2

2.3%

1.5%

3.8%

1

0

0.5%

0.0%

0.5%

26

22

2.1%

1.8%

3.9%

31

32

1.5%

1.5%

3.0%

TABLE VII

FISCAL YEAR 20071

TRANSACTIONS BY SALES OF ACQUIRING PERSON

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

0VER 1000M

Sales Not Available 7

ALL TRANSACTIONS

NUMBER

PERCENT

154

95

62

58

103

134

231

1,057

214

2,108

7.3%

4.5%

2.9%

2.7%

4.9%

6.4%

11.0%

50.1%

10.2%

100.0%

CLEARANCE GRANTED TO

FTC OR DOJ

NUMBER

PERCENTAGE OF

SALES RANGE GROUP

FTC

DOJ

FTC

DOJ

TOTAL

4

7

2.6%

4.5%

7.1%

4

4

4.2%

4.2%

8.4%

4

4

6.5%

6.5%

13.0%

3

4

5.2%

6.9%

12.1%

3

3

2.9%

2.9%

5.8%

11

4

8.2%

3.0%

11.2%

20

18

8.7%

7.8%

16.5%

147

47

13.9

4.4%

18.3%

5

4

2.3%

1.9%

4.2%

201

95

9.5%

4.5%

14.0%

SECOND REQUEST

INVESTIGATIONS3

NUMBER

FTC

DOJ

0

0

1

0

0

3

0

27

0

31

0

0

0

0

1

2

3

25

1

32

PERCENTAGE OF SALES

RANGE GROUP

FTC

DOJ

TOTAL

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

1.6%

0.0%

1.6%

0.0%

0.0%

0.0%

0.0%

1.0%

1.0%

2.2%

1.5%

3.7%

0.0%

1.3%

1.3%

2.5%

2.4%

4.9%

0.0%

0.5%

0.5%

1.5%

1.5%

3.0%

TABLE VIII

FISCAL YEAR 20071

TRANSACTIONS BY ASSETS OF ACQUIRED ENTITIES

CLEARANCE GRANTED TO

FTC OR DOJ

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

0VER 1000M

Assets Not Available 8

ALL TRANSACTIONS

NUMBER

PERCENT

354

316

191

111

162

131

169

491

183

2,108

16.8%

15.0%

9.1%

5.2%

7.7%

6.2%

8.0%

23.3%

8.7%

100.0%

NUMBER

FTC

32

32

27

17

20

14

20

30

9

201

DOJ

11

9

6

6

4

14

6

39

0

95

PERCENTAGE OF ASSET

RANGE GROUP

FTC

DOJ

TOTAL

9.0%

3.1%

12.1%

10.1%

2.8%

12.9%

14.1%

3.1%

17.2%

15.3%

5.4%

20.7%

12.3%

2.5%

14.8%

10.7% 10.7%

21.4%

11.8%

3.6%

15.4%

6.1%

7.9%

14.0%

5.0%

0.0%

5.0%

9.5%

4.5%

14.0%

SECOND REQUEST

INVESTIGATIONS

NUMBER

FTC

6

3

7

0

3

1

3

8

0

31

DOJ

4

1

2

1

0

0

1

23

0

32

PERCENTAGE OF

ASSET RANGE GROUP

FTC DOJ

TOTAL

1.7% 1.1%

2.8%

0.9% 0.3%

1.2%

3.7% 1.0%

4.7%

0.0% 0.9%

0.9%

1.9% 0.0%

1.9%

0.8% 0.0%

0.8%

1.8% 0.6%

2.4%

1.6% 4.7%

6.3%

0.0% 0.0%

0.0%

1.5% 1.5%

3.0%

TABLE IX

FISCAL YEAR 20071

TRANSACTIONS BY SALES OF ACQUIRED ENTITIES 9

NUMBER

PERCENT

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

0VER 1000M

Sales Not Available 10

367

336

194

120

204

169

196

383

139

17.4%

15.9%

9.2%

5.7%

9.7%

8.0%

9.3%

18.2%

6.6%

CLEARANCE GRANTED TO FTC

OR DOJ

PERCENTAGE OF

NUMBER

SALES RANGE GROUP

FTC DOJ

FTC

DOJ TOTAL

44

20

12.0% 5.4%

17.4%

30

6

8.9%

1.8%

10.7%

13

4

6.7%

2.1%

8.8%

8

3

6.7%

2.5%

9.2%

16

8

7.8%

3.9%

11.7%

21

5

12.4% 3.0%

15.4%

31

15

15.8% 7.7%

23.5%

30

33

7.8%

8.6%

16.4%

8

1

5.8%

0.7%

6.5%

ALL TRANSACTIONS

2,108

100.0%

201

SALES RANGE ($

MILLIONS)

HSR TRANSACTIONS

95

9.5%

4.5%

14.0%

SECOND REQUEST

INVESTIGATIONS3

PERCENTAGE OF

NUMBER

SALES RANGE GROUP

FTC DOJ FTC DOJ

TOTAL

10

4

2.7% 1.1%

3.8%

3

3

0.9% 0.9%

1.8%

4

2

2.1% 1.0%

3.1%

0

3

0.0% 2.5%

2.5%

6

3

2.9% 1.5%

4.4%

1

2

0.6% 1.2%

1.8%

3

7

1.5% 3.6%

5.1%

4

8

1.0% 2.1%

3.1%

0

0

0.0% 0.0%

0.0%

31

32

1.5%

1.5%

3.0%

TABLE X

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF TOTAL

CHANGE

FROM FY

2006 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

111

CROP PRODUCTION

0

0.0%

NC

0

0

0

0

0

0

112

113

ANIMAL PRODUCTION

FORESTRY AND LOGGING

0

2

0.0%

0.1%

-0.1%

NC

0

0

0

0

0

0

0

0

0

0

0

0

114

FISHING, HUNTING AND TRAPPING

0

0.0%

NC

0

0

0

0

0

0

211

212

213

221

233

236

OIL AND GAS EXTRACTION

MINING (EXCEPT OIL AND GAS)

SUPPORT ACTIVITIES FOR MINING

UTILITIES

CONSTRUCTION

CONSTRUCTION OF BUILDINGS

HEAVY AND CIVIL ENGINEERING

CONSTRUCTION

SPECIALTY TRADE CONTRACTORS

FOOD AND KINDRED PRODUCTS

BEVERAGE AND TOBACCO

PRODUCT MANUFACTURING

TEXTILE MILLS

TEXTILE PRODUCTS

APPAREL MANUFACTURING

28

9

20

54

0

5

1.3%

0.4%

0.9%

2.6%

0.0%

0.2%

-0.5%

-0.5%

0.3%

-0.4%

-0.1%

0.1%

0

0

0

0

0

2

0

2

3

3

0

0

0

2

3

3

0

2

0

0

0

0

0

0

0

2

2

0

0

0

0

2

2

0

0

0

4

0.2%

-0.2%

1

0

1

0

0

0

7

33

0.3%

1.6%

0.1%

-0.2%

0

4

0

2

0

6

0

0

0

3

0

3

6

0.3%

-0.4%

0

0

0

0

0

0

3

3

3

0.1%

0.1%

0.1%

-0.2%

-0.2%

1

0

0

1

0

0

2

0

0

1

0

0

0

0

0

1

0

0

0

0.0%

0.0%

0

0

0

0

0

0

6

0.3%

-0.7%

0

0

0

0

0

0

9

0.4%

NC

0

4

4

1

0

1

17

0.8%

0.6%

2

1

3

1

0

1

237

238

311

312

313

314

315

316

321

322

323

LEATHER AND ALLIED PRODUCT

MANUFACTURING

WOOD PRODUCT

MANUFACTURING

PAPER MANUFACTURING

PRINTING AND RELATED SUPPORT

ACTIVITIES

TABLE X

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

324

325

326

327

331

332

333

334

335

336

337

339

421

423

424

INDUSTRY DESCRIPTION

PETROLEUM AND COAL

PRODUCTS MANUFACTURING

CHEMICAL MANUFACTURING

PLASTICS AND RUBBER

MANUFACTURING

NONMETALLIC MINERAL

PRODUCT MANUFACTURING

PRIMARY METAL

MANUFACTURING

FABRICATED METAL PRODUCT

MANUFACTURING

MACHINERY MANUFACTURING

COMPUTER AND ELECTRONIC

PRODUCT MANUFACTURING

ELECTRICAL EQUIPMENT,

APPLIANCE, AND COMPONENT

MANUFACTURING

TRANSPORTATION EQUIPMENT

MANUFACTURING

FURNITURE AND RELATED

PRODUCT MANUFACTURING

MISCELLANEOUS

MANUFACTURING

WHOLESALE TRADE

MERCHANT WHOLESALERS,

DURABLE GOODS

MERCHANT WHOLESALES,

NONDURABLE GOODS

NUMBER4

PERCENT

OF TOTAL

CHANGE

FROM FY

2006 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

3

0.1%

-0.1%

1

0

1

0

0

0

124

5.9%

-0.3%

55

0

55

15

0

15

32

1.5%

0.1%

7

0

7

2

0

2

14

0.7%

-0.2%

1

1

2

0

0

0

31

1.5%

0.7%

2

3

5

0

1

1

39

1.9%

-0.3%

4

0

4

0

0

0

40

1.9%

0.0%

0

3

3

0

0

0

56

2.7%

-1.8%

6

3

9

0

0

0

15

0.7%

0.3%

0

1

1

0

0

0

38

1.8%

-0.3%

3

3

6

0

1

1

5

0.2%

NC

0

0

0

0

0

0

27

1.3%

-0.3%

11

1

12

3

1

4

5

0.2%

-1.4%

0

1

1

0

0

0

124

5.9%

NC

21

4

25

1

0

1

72

3.4%

0.5%

14

1

15

0

1

1

TABLE X

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

425

WHOLESALE ELECTRIC MARKETS

AND AGENT AND BROKERS

441

442

443

444

445

446

447

448

451

452

453

454

481

482

483

484

485

486

MOTOR VEHICLE AND PARTS

DEALERS

FURNITURE AND HOME

FURNISHING STORES

MISCELLANEOUS REPAIR

SERVICES

ELECTRONICS AND APPLIANCE

STORES

FOOD AND BEVERAGE STORES

HEALTH AND PERSONAL CARE

STORES

GASOLINE STATIONS

CLOTHING AND CLOTHING

ACCESSORIES STORES

SPORTING GOODS, HOBBY, BOOK,

AND MUSIC STORES

GENERAL MERCHANDISE STORES

MISCELLANEOUS STORE

RETAILERS

NON-STORE RETAILERS

AIR TRANSPORTATION

RAILROAD TRANSPORTATION

WATER TRANSPORTATION

TRUCK TRANSPORTATION

TRANSIT AND GROUND

TRANSPORTATION

PIPELINE TRANSPORTATION

NUMBER4

PERCENT

OF TOTAL

CHANGE

FROM FY

2006 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

1

0.0%

-0.1%

0

0

0

0

0

0

6

0.3%

-0.5%

0

0

0

0

0

0

3

0.1%

-0.2%

0

0

0

0

0

0

1

0.0%

-0.1%

0

0

0

0

0

0

4

0.2%

-0.2%

0

0

0

0

0

0

6

0.3%

-0.1%

6

0

6

2

0

2

4

0.2%

-0.9%

2

0

2

0

0

0

7

0.3%

-0.5%

2

0

2

0

0

0

10

0.5%

0.2%

0

0

0

0

0

0

4

0.2%

0.1%

0

0

0

0

0

0

1

0.0%

-0.2%

0

0

0

0

0

0

6

0.3%

0.2%

1

2

3

0

0

0

21

6

1

6

7

1.0%

0.3%

0.0%

0.3%

0.3%

-0.4%

0.1%

NC

NC

-0.2%

0

0

0

0

0

0

1

0

0

0

0

1

0

0

0

1

0

0

0

0

1

0

0

0

0

2

0

0

0

0

2

0.1%

NC

0

1

1

0

1

1

7

0.3%

-0.7%

1

0

1

0

1

1

TABLE X

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

488

492

493

511

512

515

516

517

518

519

521

522

523

524

525

INDUSTRY DESCRIPTION

SUPPORT ACTIVITIES FOR

TRANSPORTATION

COURIERS

WAREHOUSING AND STORAGE

PUBLISHING INDUSTRIES (EXCEPT

INTERNET)

MOTION PICTURES AND SOUND

RECORDING INDUSTRIES

BROADCASTING (EXCEPT

INTERNET)

INTERNET PUBLISHING AND

BROADCASTING

TELECOMMUNICATIONS

INTERNET SERVICE PROVIDERS,

WEB SEARCH PORTALS, AND

DATA PROCESSING SERVICES

OTHER INFORMATION SERVICES

MONETARY AUTHORITIES CENTRAL BANK

CREDIT INTERMEDIATION AND

RELATED ACTIVITIES

SECURITIES, COMMODITY

CONTRACTS, AND OTHER

FINANCIAL INVESTMENTS AND

RELATED ACTIVITIES

INSURANCE CARRIERS AND

RELATED ACTIVITIES

FUNDS, TRUSTS, AND OTHER

FINANCIAL VEHICLES

NUMBER

4

PERCENT

OF TOTAL

CHANGE

FROM FY

2006 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

9

0.4%

-0.4%

0

0

0

0

0

0

1

3

0.0%

0.1%

NC

-0.4%

0

0

0

1

0

1

0

0

0

0

0

0

96

4.6%

-1.8%

0

12

12

0

3

3

10

0.5%

-0.4%

0

1

1

0

1

1

12

0.6%

-0.8%

0

1

1

0

1

1

4

0.2%

0.1%

0

0

0

0

0

0

44

2.1%

NC

1

6

7

1

3

4

34

1.6%

0.9%

5

3

8

1

2

3

3

0.1%

-0.4%

0

2

2

0

0

0

0

0.0%

0.0%

0

0

0

0

0

0

56

2.7%

0.1%

1

2

3

0

2

2

210

10.0%

2.2%

0

7

7

0

2

2

59

2.8%

-0.4%

3

1

4

0

1

1

53

2.5%

1.1%

0

1

1

0

1

1

TABLE X

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

NUMBER

4

PERCENT

OF TOTAL

CHANGE

FROM FY

2006 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

11

18

0.5%

0.9%

-0.4%

0.7%

0

4

3

0

3

4

0

0

1

0

1

0

15

0.7%

0.3%

4

2

6

0

0

0

104

5.0%

1.0%

11

1

12

1

0

1

3

0.1%

-0.3%

0

0

0

0

0

0

39

1.9%

0.4%

4

1

5

0

0

0

12

0.6%

0.1%

0

1

1

0

0

0

7

0.3%

0.2%

0

0

0

0

0

0

22

1.0%

NC

6

1

7

0

0

0

14

0.7%

-0.6%

4

0

4

1

0

1

NURSING CARE FACILITIES

SOCIAL ASSISTANCE

PERFORMING ARTS, SPECTATOR

SPORTS, AND RELATED

INDUSTRIES

AMUSEMENT, GAMBLING, AND

RECREATION INDUSTRIES

9

3

0.4%

0.1%

NC

NC

2

1

0

0

2

1

0

0

0

0

0

0

0

0.0%

-0.1%

0

0

0

0

0

0

6

0.3%

-0.2%

0

0

0

0

0

0

721

ACCOMMODATION

5

0.2%

-0.6%

0

0

0

0

0

0

722

FOOD SERVICES AND DRINKING

PLACES

21

1.0%

0.2%

1

0

1

0

0

0

531

532

533

541

551

561

562

611

621

622

623

624

711

713

REAL ESTATE

RENTAL AND LEASING SERVICES

LESSORS OF NONFINANCIAL

INTANGIBLE ASSETS (EXCEPT

COPYRIGHTED WORKS)

PROFESSIONAL, SCIENTIFIC, AND

TECHNICAL SERVICES

MANAGEMENT COMPANIES AND

ENTERPRISES

ADMINISTRATIVE AND SUPPORT

SERVICES

WASTE MANAGEMENT AND

REMEDIATION SERVICES

EDUCATIONAL SERVICES

AMBULATORY HEALTH CARE

SERVICES

HOSPITALS

TABLE X

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

811

812

813

923

924

999

000

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF TOTAL

CHANGE

FROM FY

2006 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

6

0.3%

-0.1%

0

0

0

0

0

0

1

0.0%

-0.2%

1

0

1

0

0

0

0

0.0%

NC

0

0

0

0

0

0

0

0.0%

NC

0

0

0

0

0

0

0

0.0%

NC

0

0

0

0

0

0

207

9.8%

6.6%

5

7

12

0

1

1

NOT AVAILABLE 13

74

3.5%

3.5%

1

1

2

0

0

0

ALL TRANSACTIONS

2,108

100%

201

95

296

31

32

63

REPAIR AND MAINTENANCE

PERSONAL AND LAUNDRY

SERVICES

RELIGIOUS, GRANTMAKING,

CIVIC, PROFESSIONAL, AND

SIMILAR ORGANIZATIONS

ADMINISTRATION OF HUMAN

RESOURCE PROGRAMS

ADMINISTRATION OF

ENVIRONMENTAL QUALITY

PROGRAMS

NONCLASSIFICABLE

ESTABLISHMENTS

Table XI

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE11

111

112

113

INDUSTRY DESCRIPTION

236

237

238

311

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

0.0%

0.0%

0.2%

-0.1%

-0.1%

0.1%

0

0.0%

NC

0

0

0

0

0

0

0

49

19

2.3%

0.9%

0.1%

0.4%

0

1

1

3

1

4

0

0

0

2

0

2

22

5

29

1.4%

1.0%

0

4

4

0

3

3

19

112

5.3%

2.8%

0

6

6

0

2

2

53

CONSTRUCTION

0

0.0%

NC

0

0

0

0

0

0

0

CONSTRUCTION OF BUILDINGS

CONSTRUCTION - SPECIAL

GRADE CONTRACTORS

0

0.0%

-0.1%

0

0

0

0

0

0

0

0

0.0%

-0.1%

0

0

0

0

0

0

0

NEW SINGLE-FAMILY HOUSING

CONSTRUCTION

HEAVY AND CIVIL ENGINEERING

CONSTRUCTION

SPECIALTY TRADE

CONTRACTORS

FOOD AND KINDRED PRODUCTS

5

0.2%

NC

2

0

2

0

0

0

3

11

0.5%

0.2%

1

0

1

0

0

0

3

13

0.6%

0.3%

0

0

0

0

0

0

4

33

1.6%

0.1%

4

4

8

0

3

3

26

234

235

SECOND REQUEST

INVESTIGATIONS3

0

0

4

233

213

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

0

0

0

221

211

212

CHANGE

FROM

FY 200612

14

CROP PRODUCTION

ANIMAL PRODUCTION

FORESTRY AND LOGGING

FISHING, HUNTING AND

TRAPPING

OIL AND GAS EXTRACTION

MINING (EXCEPT OIL AND GAS)

SUPPORT ACTIVITIES FOR

MINING

UTILITIES

114

NUMBER4

PERCENT

OF

TOTAL

DOJ

0

0

0

TOTAL

0

0

0

FTC

0

0

0

DOJ

0

0

0

TOTAL

0

0

0

0

0

2

Table XI

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE11

312

313

314

315

316

321

322

323

324

325

326

327

331

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF

TOTAL

CHANGE

FROM

FY 200612

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

14

BOTTLED AND CANNED SOFT

DRINKS AND CARBONATED

DRINKS; AND CIGARETTE

MANUFACTURING

TEXTILE MILL

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

RUBBER AND MISC. PLASTICS

PRODUCTS

STONE, CLAY, GLASS AND

CONCRETE PRODUCTS

IRON AND STEEL MILLS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

9

0.4%

NC

1

0

1

0

0

0

4

6

4

0.3%

0.2%

0.1%

NC

1

1

1

0

2

1

0

1

0

0

0

1

3

3

3

0.1%

-0.1%

1

0

1

0

0

0

2

0

0.0%

-0.1%

0

0

0

0

0

0

0

5

28

0.2%

1.3%

-0.5%

0.5%

0

0

0

9

0

9

0

0

0

3

0

3

4

9

16

0.8%

NC

2

1

3

1

0

1

11

11

0.5%

0.3%

4

0

4

0

0

0

3

130

6.2%

1.9%

40

1

41

8

0

8

55

52

2.5%

1.4%

8

0

8

2

0

2

21

17

0.8%

0.1%

1

0

1

0

0

0

7

33

1.6%

0.7%

0

2

2

0

0

0

12

Table XI

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE11

332

333

334

335

336

337

339

421

423

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF

TOTAL

CHANGE

FROM

FY 200612

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

14

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

MISCELLANEOUS

MANUFACTURING INDUSTRIES

WHOLESALE TRADE - DURABLE

GOODS

AUTOMOBILE AND OTHER

MOTOR VEHICLE MERCHANT

WHOLESALERS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

40

1.9%

0.5%

3

0

3

0

0

0

15

46

2.2%

0.3%

1

2

3

0

1

1

24

75

3.6%

0.3%

6

4

10

0

1

1

35

16

0.8%

0.5%

1

1

2

0

0

0

9

50

2.4%

1.3%

3

3

6

0

1

1

19

6

0.3%

0.2%

0

0

0

0

0

0

0

41

1.9%

0.6%

16

0

16

3

0

3

18

1

0.0%

-1.1%

0

0

0

0

0

0

0

135

6.4%

2.9%

18

4

22

0

0

0

80

Table XI

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE11

424

425

441

442

443

444

445

446

447

448

451

452

453

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF

TOTAL

CHANGE

FROM

FY 200612

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

14

PRINTING AND WRITING PAPER

MERCHANT WHOLESALERS

WHOLESALE ELECTRONIC

MARKETS AND AGENTS AND

BROKERS

AUTOMOTIVE DEALERS AND

GASOLINE SERVICE STATIONS

FURNITURE AND HOME

FURNISHINGS STORES

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

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

82

3.9%

1.7%

13

1

14

2

1

3

42

1

0.0%

-0.2%

0

0

0

0

0

0

0

18

0.9%

0.2%

0

0

0

0

0

0

6

3

0.1%

NC

0

0

0

0

0

0

1

0

0.0%

-0.1%

0

0

0

0

0

0

0

0

0.0%

-0.3%

0

0

0

0

0

0

0

8

0.4%

0.2%

4

0

4

2

0

2

5

4

10

0.2%

0.5%

-0.1%

0.3%

2

2

0

0

2

2

0

0

0

0

0

0

2

7

18

0.9%

0.5%

1

0

1

0

0

0

6

6

0.3%

0.2%

0

0

0

0

0

0

2

6

0.3%

-0.1%

0

0

0

0

0

0

0

6

0.3%

0.2%

0

0

0

0

0

0

5

Table XI

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE11

454

481

482

483

484

485

486

488

492

493

511

512

513

514

515

516

517

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF

TOTAL

CHANGE

FROM

FY 200612

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

14

HEATING OIL DEALERS AND

LIQUEFIED PETROLEUM GAS

TRANSPORTATION BY AIR

RAILROAD TRANSPORTATION

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

BROADCASTING (EXCEPT

INTERNET)

INTERNET PUBLISHING

TELECOMMUNICATIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

16

0.8%

0.1%

1

0

1

1

0

1

9

9

4

11

0.4%

0.2%

0.5%

0.2%

0.2%

0.3%

0

0

0

2

0

0

2

0

0

0

0

0

0

0

0

0

0

0

5

1

4

10

0.5%

-0.4%

0

0

0

0

0

0

4

2

0.1%

0.1%

0

1

1

0

1

1

1

8

0.4%

-0.6%

1

0

1

0

0

0

4

25

0

5

1.2%

0.0%

0.2%

0.7%

NC

0.1%

0

0

0

1

0

1

1

0

1

0

0

0

0

0

0

0

0

0

6

0

2

113

5.4%

0.5%

0

10

10

0

1

1

73

19

1

4

0.9%

0.0%

0.2%

0.5%

-0.9%

-0.4%

0

0

0

1

0

0

1

0

0

0

0

0

1

1

0

1

1

0

5

1

1

21

1.0%

NC

0

2

2

0

2

2

11

11

66

0.5%

3.1%

NC

1.4%

1

1

1

4

2

5

0

1

0

3

0

4

2

28

Table XI

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE11

518

519

521

522

523

524

525

531

532

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF

TOTAL

CHANGE

FROM

FY 200612

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

14

INTERNET SERVICE PROVIDERS,

WEB SEARCH PORTALS, AND

DATA PROCESSING SERVICES

OTHER INFORMATION SERVICES

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

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

50

2.4%

1.9%

3

3

6

0

2

2

18

1

0

0.0%

0.0%

NC

-0.1%

0

0

1

0

1

0

0

0

0

0

0

0

1

0

63

3.0%

1.2%

0

2

2

0

1

1

30

56

2.7%

0.1%

0

2

2

0

1

1

46

68

3.2%

0.7%

2

3

5

0

1

1

39

4

0.2%

NC

0

0

0

0

0

0

0

15

0.7%

0.1%

0

0

0

0

0

0

4

26

1.2%

NC

4

0

4

1

0

1

13

533

LESSORS OF NONFINANCIAL

INTANGIBLE ASSETS (EXCEPT

COPYRIGHTED WORKS)

21

1.0%

0.5%

6

0

6

1

0

1

14

541

ENGINEERING, ACCOUNTING,

RESEARCH, MANAGEMENT AND

RELATED SERVICES

125

5.9%

1.0%

14

7

21

2

0

2

70

551

HOLDING AND OTHER

INVESTMENT OFFICES

1

0.0%

-0.1%

0

0

0

0

0

0

0

Table XI

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE11

561

562

611

621

622

623

624

711

713

721

722

811

812

813

923

924

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF

TOTAL

CHANGE

FROM

FY 200612

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

14

TRANSPORTATION SERVICES

SOLID WASTE COLLECTION

EDUCATIONAL SERVICES

HEALTH SERVICES

GENERAL MEDICAL AND

SURGICAL; PSYCHIATRIC AND

SUBSTANCE ABUSE HOSPITALS

29

11

9

29

1.4%

0.5%

0.4%

1.4%

-0.3%

NC

0.1%

0.2%

FTC

4

0

0

7

DOJ

1

2

1

0

TOTAL

5

2

1

7

FTC

0

0

0

2

DOJ

0

0

1

0

TOTAL

0

0

1

2

17

9

9

14

9

0.4%

-0.5%

5

1

6

2

0

2

15

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

ADMINISTRATION OF

ENVIRONMENTAL QUALITY AND

HOUSING PROGRAMS

13

0.6%

0.2%

4

0

4

0

0

0

3

1

10

0.0%

0.5%

-0.3%

0.2%

1

0

0

0

1

0

0

0

0

0

0

0

1

0

5

0.2%

-0.3%

0

0

0

0

0

0

2

10

0.5%

-0.5%

0

0

0

0

0

0

4

15

9

2

0

0.7%

0.4%

0.1%

0.0%

-0.4%

0.1%

-0.4%

NC

1

0

1

0

0

0

0

0

1

0

1

0

0

0

0

0

0

0

0

0

0

0

0

0

8

3

1

0

0

0.0%

NC

0

0

0

0

0

0

0

0

0.0%

NC

0

0

0

0

0

0

0

Table XI

FISCAL YEAR 20071

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE11

999

000

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF

TOTAL

CHANGE

FROM

FY 200612

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

14

NONCLASSIFICABLE

ESTABLISHMENTS

NOT AVAILABLE14

ALL TRANSACTIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0

0.0%

NC

0

0

0

0

0

0

0

40

1.9%

-24.6%

8

2

10

2

0

2

1

2,108

100.0%

201

95

296

31

32

63

1,026

1

Fiscal year 2007 figures include transactions reported between October 1, 2006 and September 30, 2007.

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

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

3

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

4

During fiscal year 2007, 2,201 transactions were reported under the HSR Premerger Notification program. The smaller number 2,108 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).

5

The total number of filings under $50M (as adjusted) submitted in Fiscal Year 2007 is corrective filings.

6

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

7

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

revenues from their investments at the time of filing.

8

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

9

Sales 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.

10

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.

11

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 the President, Office of Management and Budget. The NAICS groups used in this table were determined from

responses submitted by the parties to Item 5 of the Premerger Notification and Report Form.

12

This represents the deviation from the fiscal year 2006 percentage.

13

This category includes transactions by newly-formed entities.

14

The intra-industry transactions column identifies the number of acquisitions in which both the acquiring and acquired person derived revenues from the same 3-digit

NAICS code.

2