# FEDERAL TRADE COMMISSION (2007)

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## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

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

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Aftc%3A2c496789b64138f4. Public record. Not legal advice.