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DEPARTMENT OF JUSTICE

BUREAU OF COMPETITION

ANTITRUST DIVISION

HART-SCOTT-RODINO ANNUAL REPORT

FISCAL YEAR 2006

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Twenty-Ninth Report)

Deborah Platt Majoras

Chairman

Federal Trade Commission

Thomas O. Barnett

Assistant Attorney General

Antitrust Division

INTRODUCTION

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

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

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

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

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

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

were the subject of the numerous enforcement actions brought in fiscal year 2006 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 2006, 1,768 transactions were reported under the HSR Act,

representing about a four percent increase from the 1,695 transactions reported in fiscal year

2005 and about a sixty-four 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 1997 -2006

NUMBER OF TRANSACTIONS

6,000

4,728

5,000

4,926

4,642

3,702

4,000

3,000

2,376

2,000

1,454

1,187

1,695

1,768

1,014

1,000

FISCAL YEARS

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

Figure 1

The fiscal year covers the period of October 1, 2005 through September 30, 2006.

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. Section 630 of the Department of

Commerce, Justice, and State, the Judiciary, and Related Agencies Appropriations Act, FY 2001, Pub. L. No. 106553, 114 Stat. 2762. See also Appendix A.

During the year, the Commission challenged sixteen transactions, leading to nine consent

orders and seven abandoned transactions. Notably, the Commission challenged the proposed

merger of Teva Pharmaceutical Industries Ltd. and IVAX Corporation. 3 The proposed merger

likely would have increased prices for consumers in the U.S. market for several generic drug

products. The Commission also challenged the proposed acquisition by Fresenius AG of Renal

Care Group, Inc., 4 which would have eliminated direct competition between the two firms, likely

resulting in higher prices and reduced incentives to improve service for consumers who receive

outpatient dialysis services in several U.S. markets.

The Antitrust Division challenged sixteen merger transactions, leading to eight consent

decrees, two abandoned transactions, and six other transactions that were restructured after the

Division informed the parties of its antitrust concerns relating to the transaction. Notably, the

Division obtained a consent decree under which Mittal Steel Company N.V., will divest one of

the three North American tin mills it will own as a result of acquiring Arcelor S.A. The

divestiture will preserve competition in the market for tin mill products, which are finely rolled

steel sheets used in many consumer product applications. 5 Also, just prior to trial, the Division

obtained a settlement in its challenge to Dairy Farmers of America’s (“DFA”) consummated

acquisition of a partial ownership interest in Southern Belle Dairy. The settlement required DFA

to divest all of its ownership interest in Southern Belle, protecting competition for school milk

sales in a total of 100 school districts in Kentucky and Tennessee. 6

In fiscal year 2006, 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

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.

See infra p. 16.

See infra p. 17.

See infra p. 14.

See infra p. 15.

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 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

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

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

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

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

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

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 1997 through 2006 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 1997 through 2006.

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

fiscal year 2006 increased approximately 4 percent from the number of transactions reported in

fiscal year 2005. In fiscal year 2006, 1,768 transactions were reported, while 1,695 were

reported in fiscal year 2005. The statistics in Appendix A also show that the number of merger

investigations in which second requests were issued in fiscal year 2006 decreased approximately

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

fiscal year 2005. Second requests were issued in 45 merger investigations in fiscal year 2006,

while second requests were issued in 50 merger investigations in fiscal year 2005. The

percentage of transactions resulting in second requests also decreased, from 3.1 percent in fiscal

year 2005 to 2.6 percent in fiscal year 2006. (See Figure 2 below.)

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).

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

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

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

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

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

PERCENTAGE OF TRANSACTIONS RESULTING

IN SECOND REQUEST

4.5%

4.3%

4.0%

3.5%

3.6%

3.0%

3.5%

3.1%

2.5%

2.6%

2.0%

2.6%

2.5%

1.5%

1.0%

2.7%

0.5%

2.1%

0.0%

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

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 2006, early termination was requested in

83 percent (1,468) of the transactions reported, up slightly from fiscal year 2005 where it was

requested in 82 percent (1,385) of the transactions reported. Likewise, the percentage of

requests granted out of the total requested increased from 72 percent in fiscal year 2005, to 75

percent in fiscal year 2006.

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

agencies’ enforcement activities for transactions reported in fiscal year 2006. 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 2006, clearance was granted to one or the other of the agencies for the purpose of

conducting an initial investigation in 17.4 percent of the total number of transactions in which a

second request could have been issued.

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

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

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

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

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

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

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

fiscal year 2005, and $1.3 trillion in fiscal year 2006.

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 2006 based on the acquired entity’s

operations.

Percentage of Transactions By Industry Group

of Acquired Entity Fiscal Year 2006

Manufacturing

19.0%

Other

26.7%

Chemicals and Pharmaceuticals

7.6%

Health Services

2.5%

Transportation

3.5%

Information Technology

3.8%

Banking/Insurance

7.9%

Energy & Natural Resources

6.9%

Consumer Goods

22.2%

Figure 3

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

Compliance

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

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

of compliance investigations in fiscal year 2006. The agencies monitor compliance through a

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

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

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

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

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

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

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

day the violation continues. 9 The antitrust agencies examine the circumstances of each violation

to determine whether penalties should be sought. 10 During fiscal year 2006, 32 corrective filings

for violations were received. The agencies brought one enforcement action, resulting in the

payment of $1.8 million in civil penalties.

In United States v. QUALCOMM Incorporated et al., 11 the complaint alleged that

QUALCOMM and Flarion Technologies, Inc. violated the Act’s premerger waiting period

requirements prior to their merger in January 2006. According to the complaint, after

QUALCOMM and Flarion announced their proposed merger in July 2005, QUALCOMM

obtained operational control over Flarion without observing the premerger waiting period

requirements. The companies' merger agreement required Flarion to seek QUALCOMM's

consent before undertaking certain basic business activities, such as making new proposals to

customers. Further, although not required by the agreement, Flarion sought and followed

QUALCOMM's guidance before undertaking routine activities, such as hiring consultants and

employees. The complaint alleged that through the totality of their conduct, the parties had

transferred beneficial ownership of Flarion’s assets prior to expiration of the HSR Act waiting

period, and that the Act prohibits such "gun jumping." Under the terms of a consent decree filed

simultaneously with the complaint and entered by the Court on April 20, 2006, the companies

agreed to pay a total of $1.8 million in civil penalties to settle the charges.

Final Rules

1. Electronic Filings

On June 23, 2006, the Commission, with the concurrence of the Assistant Attorney

General, published a Notice of Final Rulemaking, 12 amending the HSR rules and the Instructions

to the filing form to provide filing parties the option of submitting the filing form electronically

via the Internet.

Previously, filing parties were required to submit to both the FTC and the Antitrust

Division paper copies of their filing form and documentary attachments (with the exception of

certain documents, such as Security Exchange Commission filings, that may be provided via

Internet links). Under these final rules, filers now have three options: (1) submitting the filing

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

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

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

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

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

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

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

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

United States v. QUALCOMM Incorporated and Flarion Technologies, Inc., No. 1:06CV00672 (D.D.C.

filed April 13, 2006).

71 Fed. Reg. 35995 (June 23, 2006).

form and all attachments in hard copy; (2) submitting the electronic version of the filing form

and all attachments electronically; or (3) submitting the electronic version of the filing form,

while submitting all documentary attachments in paper copy.

In addition to providing benefits to the filing parties and the Agencies, electronic filing

complies with the mandate of the Government Paperwork Elimination Act, 13 which requires that

agencies, to the extent practicable, provide electronic filing and signature options.

During fiscal year 2006, two additional final rulemakings implemented other changes to

the rules. One rulemaking, 14 effective December 30, 2005, revised the filing form and

Instructions to update the base year for reporting revenues from 1997 to 2002 and require

submission of revenue data identified by the 2002 North American Industry Classification

System (“NAICS”).

As discussed in detail in the fiscal year 2005 Annual Report, the other rulemaking, 15

effective January 11, 2006, enabled filing parties to provide Internet links to certain documents

in lieu of paper copies, addressed “stale filing” situations in which parties make premerger

notification filings but then fail to comply with a second request, and made several technical

corrections required as a result of the rulemaking on non-corporate entities. 16

Finally, fiscal year 2006 was the first full year under the non-corporate rule changes,

which the Commission adopted on February 23, 2005. During the year, a total of 32 transactions

that would not have been reportable prior to implementation of these final rules required HSR

filings. As discussed in the fiscal year 2005 Annual Report, the Commission cannot fully

quantify the number of newly non-reportable transactions exempted by the new and amended

exemptions contained in that rulemaking, but based on data from previous years, the expansion

of the intraperson exemption alone may roughly offset these additional filings.

2. 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

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

are effective 30 days after publication.

Pub. L. 105-277, Title XVII (Oct. 21, 1998).

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

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

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

On January 18, 2006, 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 17, 2006.

MERGER ENFORCEMENT ACTIVITY 19

The Department of Justice

During fiscal year 2006, the Antitrust Division challenged sixteen merger transactions

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

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

court. In eight of these ten matters, the Division settled the case by consent decree. In the other

two instances, the transactions were abandoned by the parties after the complaint was filed. In

the other six challenges to mergers during fiscal year 2006, when apprised of the Antitrust

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

transaction to avoid competitive problems. 20

In United States v. Cal Dive International, Inc.,et al., 21 the Division challenged Cal Dive

International’s proposed acquisition of saturation diving services assets from Stolt Offshore Inc.

and S&H Diving LLC. The complaint alleged that the transaction, as originally proposed, would

have resulted in price increases, as well as diminished services, for saturation diving services in

the United States Gulf of Mexico, where Cal Dive and Stolt were two of only three major

providers of such services. Saturation diving services are used for subsea construction projects,

for inspection, maintenance and repair services, and for recovery and salvage after structures are

damaged by weather or accident. The Division filed a proposed consent decree simultaneously

with the complaint, settling the suit. Under the terms of the decree, Cal Dive was required to

divest two vessels and a separate saturation diving system. The Court entered the consent decree

on January 12, 2006.

71 Fed. Reg. 2943 (January 18, 2006).

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

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.

In all of these instances, the Division informed the parties of its concerns, but did not issue a press

release: proposed acquisition of Oglebay Norton Company by American Steamship Company through its subsidiary

GATX Corporation (self-unloading vessels/freight transportation vessels); General Dynamic’s proposed acquisition

of Anteon International Corporation (military ships); Raycom Media’s proposed acquisition of The Liberty

Corporation (radio stations); Glacier Bancorp, Inc.’s proposed acquisition of First Citizens Development Co.

(banks); proposed acquisition of Century Theaters by Cinemark USA, Inc. (motion picture theaters); Toshiba

Corporation’s proposed acquisition of Westinghouse Electric UK Limited (nuclear power plants, nuclear assemblies,

and nuclear services).

United States v. Cal Dive International, Inc., Stolt Offshore S.A., Stolt Offshore, Inc. and S&H Diving,

LLC, No. 1:05CV02041 (D.D.C. filed October 18, 2005).

In United States v. SBC Communications Inc., et al., 22 the Division challenged the

proposed acquisition of AT&T Corp. by SBC Communications. The complaint alleged that the

transaction, as originally proposed, would have resulted in higher prices of telecommunications

services for certain business customers in eleven metropolitan areas in SBC’s franchised

territory: Chicago, IL; Dallas-Fort Worth, TX; Detroit, MI; Hartford-New Haven, CT;

Indianapolis, IN; Kansas City, MO; Los Angeles, CA; Milwaukee, WI; San Diego, CA; San

Francisco-San Jose, CA; and St. Louis, MO. According to the complaint, SBC and AT&T were

the only two firms that owned or controlled a direct wireline connection to certain buildings in

those metropolitan areas. Therefore, in the absence of new entry, the merger would eliminate

competition for facilities-based local private line service to those buildings. The Division filed a

proposed settlement simultaneously with the complaint, requiring SBC to divest portions of

certain local fiber-optic network facilities and connections to more than 350 buildings in its

territory, to a single buyer in each of those cities, generally using long-term leases commonly

used in the telecommunications industry, known as indefeasible rights of use or “IRUs.” The

Court entered the consent decree on March 29, 2007. The transaction was also subject to review

by the Federal Communications Commission (FCC), and the Division coordinated with the FCC

throughout its investigation.

Similarly, in United States v. Verizon Communications, Inc., et al., 23 the Division

challenged the proposed acquisition of MCI by Verizon Communications. The complaint

alleged that the transaction, as originally proposed, would have resulted in higher prices of

telecommunication services for certain business customers in eight metropolitan areas in

Verizon’s franchised territory: Baltimore, MD-Washington, D.C.; Boston, MA; New York, NY;

Richmond, VA; Providence, RI; Tampa, FL; Philadelphia, PA; and Portland, ME. According to

the complaint, Verizon and MCI were the only two firms that owned or controlled a direct

wireline connection to hundreds of buildings in those metropolitan areas. The Division filed a

proposed settlement simultaneously with the complaint, requiring Verizon to divest portions of

certain local fiber-optic network facilities and connections to hundreds of buildings in its

territory. As with the divestitures in SBC Communications described above, Verizon must divest

the facilities and connections to a single buyer in each of those cities, using indefeasible rights of

use. The Court entered the consent decree on March 29, 2007. Similarly, the transaction was

also subject to review by the Federal Communications Commission (FCC) , and the Division

coordinated with the FCC throughout its investigation.

In United States v. UnitedHealth Group, Inc., et al., 24 the Division required

UnitedHealth Group and PacifiCare Health Systems, Inc. to divest portions of PacifiCare’s

commercial health insurance business in Tucson, Arizona and Boulder, Colorado in order to

proceed with their merger. The complaint alleged that the transaction, as originally proposed,

likely would have resulted in higher prices and lower quality commercial health insurance plans.

United States v. SBC Communications, Inc. and AT&T Corporation, No. 1:05CV02102 (D.D.C. filed

October 27, 2005).

United States v. Verizon Communications, Inc. and MCI, Inc., No. 1:05CV02103 (D.D.C. filed October

27, 2005).

United States v. UnitedHealth Group, Inc. and PacifiCare Health Systems, Inc., No. 1:05CV02436

(D.D.C. filed December 20, 2005).

According to the complaint, United and PacifiCare were two of the three largest health plans in

Tucson selling commercial health insurance to small-group employers, those with between two

and 50 employees, and the transaction would have eliminated competition between them, likely

enabling United to raise prices and reduce the quality of health insurance plans to small-group

employers in Tucson. The complaint also alleged that the transaction would have given United

the ability to lower the reimbursement rates of physicians in the Tucson and Boulder areas. This

likely would have resulted in a reduction in the quantity or quality of physician services provided

to patients. Further, the complaint alleged that United and Blue Shield of California had a close

relationship, that PacifiCare and Blue Shield of California are among each other’s principal

competitors both for the sale of commercial health insurance and for the purchase of physician

and hospital services, and that the merger would give United and Blue Shield opportunities and

incentives to coordinate their competitive activities and could reduce competition between them

if their close relationship continued. The Division filed a proposed consent decree

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

United is required to divest a percentage of PacifiCare's membership in the Tucson and Boulder

markets to a viable competitor. Additionally, United must divest all of PacifiCare's small-group

business in the Tucson area to a purchaser that will remain a viable competitor in the market.

Finally, the decree calls for United to modify and, after one year, terminate its network access

agreement with Blue Shield of California. On March 2, 2006, an amended final judgment and

stipulation was filed by the Division, and thereafter, the Court entered the consent decree on

May 23, 2006.

In United States et al. v. Marquee Holdings, Inc. et al., 25 the Division, along with three

states, required Marquee Holdings Inc. and LCE Holdings Inc., the holding companies for AMC

Entertainment and Loews Cineplex Entertainment, respectively, to divest certain movie theater

assets in order to proceed with their proposed multi-billion dollar merger. The complaint alleged

that the transaction, as originally proposed, would have eliminated head-to-head competition

between AMC and Loews, likely resulting in increased prices for tickets to first-run, commercial

movies in sections of five major American cities: Boston, Chicago, Dallas, New York, and

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

Under the terms of the decree, AMC and Loews must divest six specific theaters: two in

Chicago, and one each in New York, Boston, Seattle and Dallas. The Court entered the consent

decree on June 2, 2006.

In United States v. Exelon Corporation et al., 26 the Division challenged the proposed $16

billion merger of Exelon Corporation and Public Service Enterprise Group Incorporated (PSEG).

According to the complaint, the merger would have created one of the largest electricity

companies in the United States and combined the assets of two of the largest competitors for

electricity generation in the mid-Atlantic region. Together, the companies would have owned

nearly half of the electricity generating capacity in the densely populated area encompassing

United States and the State of Illinois and the State of New York and the Commonwealth of

Massachusetts v. Marquee Holdings, Inc. and LCE Holdings, Inc., No. 1:05CV10722 (S.D. NY filed December 22,

2005).

United States v. Exelon Corporation and Public Service Enterprise Group Inc., No. 1:06CV01138

(D.D.C. filed June 22, 2006).

eastern Pennsylvania, New Jersey, the District of Columbia, and parts of Maryland and Virginia.

The combination of their assets would have enhanced the incentive and ability of the merged

firm to raise wholesale electric prices. The Division filed a proposed consent decree

simultaneously with the complaint. Although the transaction was later abandoned, under the

terms of the proposed decree, the merged firm would have been required to divest six electricity

plants – two in Pennsylvania and four in New Jersey – which in total provided more than 5,600

megawatts of generating capacity. The merged company would also have been required to

obtain the prior approval of the Division before acquiring or obtaining control of any existing

electricity plants in the mid-Atlantic region in the future. On September 28, 2006, the Division

filed a notice of dismissal with the district court, noting that Exelon had formally abandoned its

attempt to acquire PSEG and withdrawn its HSR filing for the transaction.

In United States v. Inco Limited et al., 27 the Division filed suit to block the proposed $15

billion acquisition of Falconbridge Limited by Inco Limited. The complaint alleged that the

transaction, as originally proposed, would have reduced the number of significant suppliers of

high-purity nickel from three to two and substantially increased the likelihood that Inco would

unilaterally increase the price of high-purity nickel to a significant number of customers. Highpurity nickel is refined nickel of sufficient purity and chemical composition that it can be used in

super alloys to make safety-critical parts such as the rotating parts of jet engines. The Division

filed a proposed consent decree simultaneously with the complaint. The proposed decree

required the divestiture of Falconbridge's Nikkelverk refinery in Kristiansand, Norway and the

Falconbridge entities that market refined nickel. The decree specifically required that the

refinery be divested to LionOre Mining International Limited, with which Inco had already

negotiated agreements providing for the refinery's sale. The divestiture to LionOre, a company

already involved in the mining and processing of nickel, would enable it to become a fullyintegrated nickel producer. On September 18, 2006, the Division filed a notice of dismissal with

the district court, noting that Inco had formally abandoned its attempt to acquire Falconbridge

and had withdrawn its HSR filing for the transaction. Falconbridge was acquired by Xstrata, a

Swiss mining company.

In United States v. The McClatchy Company et al., 28 the Division required the McClatchy

Company and Knight Ridder Inc. to divest the St. Paul Pioneer Press in order to proceed with

their proposed multi-billion dollar newspaper merger. The complaint alleged that the

transaction, as originally proposed, would have eliminated head-to-head competition between

McClatchy and Knight Ridder and likely would have resulted in higher prices for advertisers and

readers in the Minneapolis/St. Paul metropolitan area. According to the complaint, ownership of

both the Star Tribune and St. Paul Pioneer Press would have given McClatchy control of the

only two daily newspapers serving the cities of Minneapolis and St. Paul, Minnesota and the

surrounding area. McClatchy's Star Tribune competes aggressively for advertisers and readers

with Knight Ridder's St. Paul Pioneer Press, and competition between the two newspapers has

resulted in lower prices and better quality news coverage for readers as well as lower advertising

rates and better service for local advertisers. The proposed consent decree that the Division filed

United States v. Inco Limited and Falconbridge Limited, No. 1:06CV01151 (D.D.C. filed June 23, 2006).

United States v. The McClatchy Company and Knight-Ridder, Inc., No. 1:06CV01175 (D.D.C. filed June

27, 2006).

simultaneously with the complaint requires divestiture of the St. Paul Pioneer Press. The decree

was entered by the Court on November 3, 2006.

In United States v. Mittal Steel Company N.V., 29 the Division, on August 1, 2006,

challenged Mittal Steel’s $33 billion acquisition of Arcelor S.A. The complaint alleged that the

acquisition, as originally proposed, would have substantially lessened competition in the market

for tin mill products in the eastern United States. Tin mill products are finely rolled steel sheets

normally coated with tin or chrome and are used primarily in the manufacture of sanitary food

cans and general line cans used for aerosols, paints and other products. On May 12, 2006, the

Division had reached an agreement with Mittal that allowed the Division to continue its

investigation of the company's proposed acquisition of Arcelor. Under the agreement, in the

event the Division determined that the combination of Mittal and Arcelor was likely to result in a

substantial lessening of competition, Mittal would be required to divest Dofasco Inc., owned at

the time by Arcelor, to ThyssenKrupp AG. The agreement also provided that, if Mittal was

unable to divest Dofasco, Mittal had to divest certain alternative assets to a buyer acceptable to

the Division. Thereafter, on August 1, 2006, the Division filed a complaint with accompanying

consent decree. The proposed decree requires Mittal to use its best efforts to sell Dofasco. If

Mittal is unable to sell Dofasco because Arcelor placed Dofasco in a Dutch trust, or “stichting,”

as a defensive measure when the Mittal tender offer was first announced, then the Divison can

select either Mittal’s Sparrows Point facility located near Baltimore, Maryland, or Mittal’s

Weirton facility located in Weirton, West Virginia, for divestiture. On February 20, 2007, the

Division announced that it will require divestiture of the Sparrows Point facility. The Court

entered the consent decree on May 23, 2007.

In United States et al. v. ALLTEL Corporation, et al., 30 the United States and the State of

Minnesota challenged the acquisition of Midwest Wireless Holdings LLC by ALLTEL

Corporation. The complaint alleged that the acquisition, as originally proposed, would have

resulted in higher prices, lower quality and diminished investment in network improvements for

consumers of mobile wireless telecommunications services in four areas of Minnesota.

ALLTEL and Midwest Wireless were regional mobile wireless telecommunications service

providers serving many rural markets. Although the combination of the two regional providers

gives the merged firm the benefit of having a larger service area footprint, the proposed

transaction would have reduced competition in specific markets where ALLTEL and Midwest

Wireless were each other’s most significant competitors. The Division filed a proposed consent

decree simultaneously with the complaint. Under the terms of the proposed decree, the merged

firm must divest ALLTEL’s mobile wireless telecommunications services business, including

cellular spectrum and customers, in four Minnesota areas that are comprised of 28 counties. The

Department coordinated with the FCC throughout its investigation, and the transaction was also

subject to FCC review. The Court entered the consent decree on January 8, 2007.

During fiscal year 2006, the Division investigated two bank merger transactions for

United States v. Mittal Steel Company, N.V., No. 1:06CV01360 (D.D.C. filed August 1, 2006).

United States and the State of Minnesota v. ALLTEL Corporation and Midwest Wireless Holdings, LLC,

No. 0:06CV03631 (D. Minn. filed September 7, 2006).

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. 31

On October 25, 2005, in United States and Commonwealth of Kentucky v. Dairy Farmers

of America, Inc. and Southern Belle Dairy Co., LLC, 32 the Sixth Circuit reversed the district

court’s grant of summary judgment to Dairy Farmers of America (DFA) and remanded the case

for trial. On October 2, 2006, the Division filed a proposed settlement that would restore

competition for school milk contracts in 100 school districts in Kentucky and Tennessee by

requiring divestiture of Southern Belle Dairy. The Court entered the consent decree on March

23, 2007.

The Federal Trade Commission

The Commission challenged sixteen transactions that it concluded would have lessened

competition if allowed to proceed as proposed during fiscal year 2006, 33 leading to nine consent

orders and seven abandonments. 34 Eight of the consent agreements accepted for public comment

became final in fiscal year 2006; one became final in fiscal year 2007.

In DaVita Inc., 35 the Commission charged that DaVita’s proposed $3.1 billion

acquisition of rival outpatient dialysis clinic operator Gambro Healthcare Inc. would have

substantially lessened competition for outpatient dialysis services in thirty-five markets

nationwide. According to the Commission’s complaint, DaVita and Gambro were the second

and third largest providers of outpatient dialysis services in the United States, respectively. The

two companies were head-to-head competitors and accounted for a significant proportion of

dialysis clinics and treatment stations in many local areas in the United States. Additionally,

each of the relevant markets was highly concentrated and the proposed transaction would have

likely resulted in monopolies for outpatient dialysis clinic services in 11 markets, a reduction in

the number of providers from three to two in 13 other markets, and a significant increase in

concentration in the remaining 11 markets. As a result, the proposed merger would have likely

led to higher prices and diminished services for outpatient dialysis treatment services in the

The two letters were: June 7, 2006, letter to Board of Governors of the Federal Reserve System regarding

the application by BB&T Corporation, Winston-Salem, NC, to acquire First Citizens Bancorp, Cleveland, OH; and

September 8, 2006 letter to the Board of Governors of the Federal Reserve System regarding the application by

Glacier Bancorp, Inc., Kalispell, MT, to acquire Citizens Development Company, Billings, MT.

See the Annual Report to Congress, Fiscal Years 2003, 2004 and 2005 for a description of this case and

its previous history.

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

Commission took its first public action during fiscal year 2006.

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

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

DaVita Inc., Docket No. C-4152 (issued October 3, 2005).

relevant markets. Under its order settling the matter, the Commission required DaVita to sell

sixty-nine dialysis clinics and end two management services contracts in thirty-five markets

across the United States.

In Johnson & Johnson, 36 the Commission challenged Johnson & Johnson’s proposed

$25.4 billion acquisition of Guidant Corporation alleging that the acquisition would have

substantially lessened competition in three significant medical device product markets in the

United States: drug eluting stents (“DESs”), used in treating coronary artery disease; endoscopic

vessel harvesting (“EVH”) devices, used in coronary artery bypass graft (“CABG”) surgery; and

proximal anastomotic assist devices (“AAD”) used in beating heart CABG procedures. The

Commission alleged in its complaint that each of the relevant product markets was highly

concentrated. Johnson & Johnson and Boston Scientific were the only companies selling DESs

in the United States, with only three other companies, including Guidant, poised to enter the

market in the next two to three years. DESs are sold mounted on a delivery system used to

deploy the DES to the blocked area of the coronary artery. Johnson & Johnson, Guidant, and

Boston Scientific were the only companies with a license or access to the patent for the Rapid

Exchange (“RX”) delivery system, the most preferred delivery system by physicians.

Furthermore, Johnson & Johnson and Guidant dominated the market for EVH devices, together

accounting for almost one hundred percent of sales in the United States. Guidant was also the

leader in the market for proximal AADs, and together with Johnson & Johnson accounted for

over ninety-five percent of unit sales in the United States. The proposed transaction would have

eliminated Guidant as the only likely potential competitor with the ability to offer a DES on an

RX delivery system, resulting in increased prices and decreased innovation, created a monopoly

in the market for EVH devices leading to increased prices and decreased innovation, and enabled

the combined firm unilaterally to raise prices for proximal AADs. Under the consent agreement

resolving the matter, Johnson & Johnson was required to grant to a third party a fully paid-up,

non-exclusive, irrevocable license, enabling the third party to make and sell DESs with the RX

delivery system, divest to a third party its EVH product line, and end its agreement to distribute

Novare Surgical System, Inc.’s proximal AAD.

In Teva Pharmaceutical Industries Ltd./IVAX Corporation, 37 the Commission required

divestitures before allowing Teva’s proposed $7.4 billion acquisition of IVAX. The

Commission charged that the merger would have substantially lessened competition in fifteen

generic drug product markets in the United States. According to the complaint, following the

proposed transaction, Teva would have become the world’s largest generic pharmaceutical

supplier. The companies overlapped in a number of generic pharmaceutical markets. In eleven

of the generic products, TEVA and IVAX were two of a small number of suppliers offering the

product. In each of these markets, there were a limited number of competitors, and in several

markets, TEVA and IVAX were the only generic suppliers. In four product markets, both TEVA

and IVAX had generic products either on the market or in development, and few firms were

Johnson & Johnson, Docket No. C-4154 (issued December 21, 2005). On May 25, 2006, the

Commission granted a petition filed by Johnson & Johnson setting aside this decision and order on the grounds that

Johnson & Johnson terminated its acquisition agreement with Guidant, and Guidant was subsequently acquired by

Boston Scientific (see page 17 of this report).

Teva Pharmaceutical Industries Ltd./IVAX Corporation., Docket No. C-4155 (issued January 20, 2006).

capable of, and interested in, entering these markets. As a result, the proposed transaction likely

would have eliminated important future competition in the relevant product markets, resulting in

higher prices for consumers. Under the consent agreement, the companies were required to the

sell the rights and assets needed to manufacture and market the relevant fifteen pharmaceutical

products.

In Allergan, Inc./Inamed Corporation, 38 the Commission charged that the proposed $3.2

billion acquisition by Allergan of Inamed would have substantially lessened competition in the

U.S. market for cosmetic botulinum toxins. According to the Commission’s complaint, Allergan

dominated the market with its product Botox, the only botulinum toxin product approved by the

FDA for cosmetic indications. Inamed had planned to enter the market with its cosmetic

botulinum toxin product Reloxin, which was licensed to Inamed from Ipsen Ltd. Thus, the

proposed transaction would have combined the dominant U.S. supplier of botulinum toxin with

the next likely entrant into the market. The combination of these two firms would have

increased the likelihood that the combined entity would delay or forego the launch of the

competing product, Reloxin, thereby delaying or eliminating price competition that would have

resulted with the independent product’s entry. Under the terms of the consent order resolving

the matter, the Commission required the companies to return the rights to develop and distribute

Reloxin to Ipsen.

In Fresenius AG, 39 the Commission ordered divestitures to resolve its charges that the

proposed $3.5 billion acquisition by Fresenius of Renal Care Group, Inc. would have

substantially lessened competition in the market for outpatient dialysis services in sixty-six

geographic markets in the United States. According to the Commission’s complaint, Fresenius

and Renal Care were two of the three largest operators of clinics providing outpatient dialysis

services in the United States. Post-acquisition, the combined firm likely would have been able to

exercise unilateral market power in the relevant geographic markets, resulting in higher prices

and reduced incentives to improve service or quality for outpatient dialysis services. Under the

order, the Commission required Fresenius to sell ninety-one outpatient kidney dialysis clinics

and financial interests in an additional twelve clinics.

In Boston Scientific Corporation/Guidant Corporation, 40 the Commission challenged

Boston Scientific’s proposed $27 billion acquisition of Guidant on the ground that it would have

substantially lessened competition in the following product markets in the United States: drug

eluting stents (“DESs”), percutaneous transluminal coronary angioplasty (“PTCA”) balloon

catheters, and coronary guidewires (all of which are used in treating coronary artery disease);

and, implantable cardioverter defibrillators (“ICDs”), used in treating cardiac arrest due to

abnormal heart rhythms. According to the Commission, the proposed transaction would have

eliminated Guidant as the only potential competitor to Boston Scientific and Johnson & Johnson

with the ability to offer a DES on a Rapid Exchange (“RX”) delivery system. Boston Scientific

Allergan, Inc./Inamed Corporation, Docket No. C-4156 (issued March 7, 2006).

Fresenius AG, Docket No. C-4159 (issued March 30, 2006).

Boston Scientific Corporation/Guidant Corporation, Docket No. C-4164 (issued July 21, 2006).

and Guidant were the only suppliers in the PTCA balloon catheter and coronary guidewire

markets with substantial sales in the United States, and together, accounted for ninety percent

and eighty-five percent of sales, respectively. Additionally, although Boston Scientific did not

develop or sell ICD products, it had an option to acquire Cameron Healthcare Inc., which was

developing an ICD that was on track to receive FDA approval in the future. As a result, Boston

Scientific’s option to acquire Cameron provided it access to non-public information of, and

control over a potentially significant future competitor in the ICD market. Furthermore, each of

the relevant product markets was highly concentrated and potential entry would not have been

timely, likely or sufficient to offset the anticompetitive effects of the proposed merger. Under

the order resolving the matter, the Commission required Boston Scientific and Guidant to divest

all assets related to Guidant’s vascular business, which includes, among other things, its DES

development programs (including the RX delivery system patents) and its PTCS balloon catheter

and coronary guidewire products and to reform certain contractual rights between Boston

Scientific and Cameron to limit Boston Scientific’s control over Cameron and the sharing of

nonpublic information concerning its ICD product.

In Hologic, Inc., 41 the Commission challenged Hologic’s 2005 acquisition of assets of

Fischer Imaging Corporation’s mammography and breast biopsy businesses. The Commission

alleged in its complaint that the acquisition substantially lessened competition in the U.S. market

for the production and sale of prone stereotactic breast biopsy systems (“prone SBBSs”), used by

doctors to conduct highly precise, minimally invasive breast biopsies using X-ray guidance.

According to the complaint, Hologic and Fischer were the only significant suppliers of prone

SBBSs in the United States, leaving Hologic as the virtual monopolist in the $40 million market.

Prior to the acquisition, the parties had substantially equivalent shares of the market and directly

competed on price, service, and product innovation. The only other competitor had minimal

sales. As a result, the transaction increased Hologic’s ability unilaterally to raise the price of

prone SBBSs in the United States and reduced Hologic’s incentive to invest in prone SBBS

innovations and service improvements, thereby adversely affecting product innovation and

service. To settle the Commission’s charges, Hologic sold the Fischer prone SBBS assets to

Siemens AG, a leader in the medical imaging business.

In Linde AG/The BOC Group PLC, 42 the Commission charged that Linde’s proposed $14

billion acquisition of BOC would have substantially lessened competition in the market for the

production of liquid oxygen and liquid nitrogen in eight locations across the United States, and

in the worldwide market for bulk refined helium. According to the Commission’s complaint, the

markets for liquid oxygen and liquid nitrogen were highly concentrated, as Linde and BOC were

two of only five companies supplying these products to customers in the relevant geographic

markets. Additionally, Linde and BOC were two of only five suppliers in the world with access

to bulk refined helium, and post-acquisition the combined firm would have become the largest

supplier worldwide. The elimination of competition between Linde and BOC likely would have

allowed the combined firm to exercise market power unilaterally, resulting in higher prices for

such products in the relevant geographic markets. In its order resolving the matter, the

Hologic, Inc., Docket No. C-4165 (issued August 9, 2006).

Linde AG/The BOC Group PLC, Docket No. C-4163 (issued August 9, 2006).

Commission required Linde to sell air separation units and other assets related to the production

of liquid oxygen and nitrogen in the relevant geographic markets, as well as to sell bulk refined

helium assets (including helium source contracts, distribution assets, and customer contracts) to a

Commission-approved buyer.

In Dan L. Duncan, Epco, Inc., Texas Eastern Products Pipeline Company, LLC/TEPPCO

Partners, L.P., 43 the Commission challenged Duncan’s 2005 acquisition, through Epco, of

TEPPCO, alleging that the acquisition substantially lessened competition in the market for salt

dome storage for natural gas liquids (“NGLs”) in Mont Belvieu, Texas. According to the

Commission, the market for salt dome storage for NGLs in Mont Belvieu was highly

concentrated, with Enterprise Products Partners, L.P., an Epco subsidiary, and TEPPCO being

the two largest suppliers based on storage volumes; two other companies, Targa Resources, Inc.

and Valero Energy Corporation, owned the remaining volume. Combined, Enterprise and

TEPPCO accounted for approximately seventy percent of all commercially available salt dome

volume in Mont Belvieu. Before the acquisition, Enterprise and TEPPCO competed directly for

NGL salt dome storage volumes in Mont Belvieu based on price and service levels. Postacquisition, the NGL salt dome storage concentration in Mont Belvieu significantly increased,

leaving Duncan with ownership of a dominant share of storage volume and capacity. Thus,

eliminating competition between the two leading NGL salt dome storage providers likely would

have resulted in higher prices and reduced service for storage customers. To settle the charges,

the Commission required TEPPCO to sell its interest in an NGL storage facility and associated

assets to a Commission-approved buyer.

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.

Dan L. Duncan, EPCO, Inc., Texas Eastern Products Pipeline Company, LLC/TEPPCO Partners, L.P.,

Docket No. 4173 (October 31, 2006).

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.

LIST OF APPENDICES

Appendix A -

Summary of Transactions, Fiscal Years 1997 - 2006

Appendix B -

Number of Transactions Reported and Filings Received by Month

for Fiscal Years 1997 - 2006

LIST OF EXHIBITS

Exhibit A -

Statistical Tables for Fiscal Year 2006, Presenting Data Profiling

Hart-Scott-Rodino Premerger Notification Filings and

Enforcement Interest

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 1997- 2006

APPENDIX A

SUMMARY OF TRANSACTION BY YEAR

1997

1999

2000

2001

2002

2003

2004

2005

2006

3,702

4,728

4,642

4,926

2,376

1,187

1,014

1,454

1,695

1,768

7,199

9,264

9,151

9,941

4,800

2,369

2,001

2,866

3,322

3,580

Adjusted Transactions In Which A

Second Request Could Have Been

Issued 2

3,438

4,575

4,340

4,749

2,237

1,142

968

1,377

1,610

1,746

Investigations in Which Second

Requests Were Issued

122

125

113

1.3%

1.0%

0.9%

1.2%

2.4%

1.5%

1.6%

2.2%

1.7%

1.6%

1.2%

1.9%

2.1%

1.1%

1.6%

1.0%

3,363

4,323

4,110

4,324

2,063

1,042

700

1,241

1,385

1,468

Granted5

2,513

3,234

3,103

3,515

1,603

793

606

943

997

1,098

Not Granted5

850

1,089

1,007

809

460

249

298

388

370

Transactions Reported

Filings Received 1

FTC 3

Percent 4

DOJ3

Percent4

Transactions Involving a Request For

Early Termination 5

1998

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

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

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

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

7A(c)(6) and 7(c)(8) of the Act; and (3) transactions found to be non-reportable. In addition, where a party filed more than one notification in the same year to

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

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

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

be consistent with statistics present in most prior annual reports.

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

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

of reported component values due to rounding.

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

APPENDIX B

NUMBER OF TRANSACTIONS REPORTED

AND

FILINGS RECEIVED BY MONTH

FOR

FISCAL YEARS 1997 - 2006

APPENDIX B

TABLE 1. NUMBER OF TRANSACTIONS REPORTED BY MONTH FOR THE FISCAL YEARS 1997 - 2006

OCTOBER

NOVEMBER

DECEMBER

JANUARY

FEBRUARY

MARCH

APRIL

MAY

JUNE

JULY

AUGUST

SEPTEMBER

TOTAL

1997 1998 1999 2000 2001 2002 2003 2004 2005

296

424

333

376

360

143

105

332

387

359

428

451

104

127

160

267

426

394

468

345

143

128

111

263

306

282

335

245

139

250

336

330

440

109

102

109

315

392

427

455

120

138

122

302

384

364

343

135

124

111

328

401

438

398

153

131

171

319

442

445

494

190

122

153

121

389

435

444

351

123

120

318

427

434

446

163

135

170

323

368

392

112

163

3,702 4,728 4,642 4,926 2,376 1,187 1,014 1,454 1,695

2006

130

148

137

142

124

150

125

158

172

141

186

155

1,768

APPENDIX B

TABLE 2. NUMBER OF FILINGS RECEIVED 1 BY MONTH FOR FISCAL YEARS 1997 - 2006

OCTOBER

NOVEMBER

DECEMBER

JANUARY

FEBRUARY

MARCH

APRIL

MAY

JUNE

JULY

AUGUST

SEPTEMBER

TOTAL

1997

561

636

521

514

483

614

599

640

620

759

617

635

7,199

1998

818

749

836

614

650

766

763

787

862

851

844

724

9,264

1999

662

686

785

548

658

828

719

851

884

887

885

758

9,151

2000

777

839

922

677

867

959

695

859

1,004

718

886

738

9,941

2001

751

920

686

499

144

243

188

296

378

182

332

181

4,800

2002

190

211

183

224

174

230

203

212

170

230

191

151

2,369

2003

148

206

150

179

146

144

182

168

158

170

164

186

2,001

2004

185

254

280

168

209

277

251

267

255

235

270

215

2,866

2005

280

324

246

268

201

239

244

338

302

237

332

311

3,322

2006

264

311

264

285

266

309

274

311

350

258

377

311

3,580

Usually, two filings are received, one from the acquiring person and one from the acquired person when the transaction is reported. However, there are some

instances where a filing will be received for more than one acquiring and/or acquired person. 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 2006

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTERESTS

TABLE I

FISCAL YEAR 2006 1

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE) 2

HSR TRANSACTIONS

PERCENT

Below 50M 5

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

Over 1000M

522

284

173

185

180

185

210

0.4%

29.9%

16.3%

9.9%

10.6%

10.3%

10.6%

12.0%

CLEARANCE GRANTED TO FTC OR DOJ

PERCENT OF

NUMBER

TRANSACTION RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

0.0%

7.8%

3.8%

11.6%

10.9%

3.9%

14.8%

9.8%

5.2%

15.0%

14.0%

7.0%

21.0%

13.3%

5.0%

18.3%

10.8%

5.4%

16.2%

21.0%

13.8%

34.8%

ALL TRANSACTIONS

1,746

100.0%

203

TRANSACTION RANGE

($MILLIONS)

NUMBER

101

11.6%

5.8%

17.4%

SECOND REQUEST INVESTIGATIONS 3

FTC

DOJ

PERCENT OF

TRANSACTION RANGE

GROUP

FTC

DOJ

TOTAL

0.0%

1.1%

0.2%

1.3%

1.1%

0.7%

1.8%

0.6%

1.2%

2.7%

0.5%

3.2%

0.5%

1.1%

1.6%

2.2%

1.6%

3.8%

3.3%

7.1%

1.6%

NUMBER

1.0%

2.6%

TABLE II

FISCAL YEAR 20061

ACQUISITIONS BY SIZE OF TRANSACTION2 (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

LESS THAN 505

LESS THAN 100

LESS THAN 150

LESS THAN 200

LESS THAN 300

LESS THAN 500

LESS THAN 1000

ALL TRANSACTIONS

NUMBER4

PERCENT

529

813

986

1,171

1,351

1,536

1,746

0.4%

30.3%

46.6%

56.5%

67.1%

77.4%

88.0%

CLEARANCE GRANTED TO FTC OR

DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER

PERCENTAGE OF

TOTAL NUMBER OF

CLEARANCES GRANTED

NUMBER

FTC

115

139

159

203

FTC

0.0%

13.5%

23.7%

29.3%

37.8%

45.7%

52.3%

66.8%

FTC

DOJ

101

DOJ

0.0%

6.6%

10.2%

13.2%

17.4%

20.4%

23.7%

33.2%

TOTAL

0.0%

20.1%

33.9%

42.5%

55.3%

66.1%

76.0%

100.0%

DOJ

PERCENT

FTC

0.0%

13.3%

20.0%

22.2%

33.3%

35.5%

44.4%

62.2%

DOJ

0.0%

2.2%

6.7%

8.9%

11.1%

15.5%

22.2%

37.8%

TOTAL

0.0%

15.6%

26.7%

31.1%

44.4%

51.0%

66.6%

100.0%

TABLE III

FISCAL YEAR 20061

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

203

DOJ

101

TOTAL

304

CLEARANCE GRANTED AS A PERCENTAGE OF

TOTAL

TOTAL NUMBER OF

NUMBER OF

CLEARANCES

TRANSACTIONS

CLEARANCES

GRANTED

PER AGENCY

FTC DOJ TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

2.3% 1.1%

3.4%

20.2%

19.8%

13.5% 6.6%

20.1%

1.8% 0.6%

2.4%

15.3%

10.9%

10.2% 3.6%

13.8%

1.0% 0.5%

1.5%

8.4%

8.9%

5.6%

3.0%

8.6%

1.5% 0.7%

2.2%

12.8%

12.9%

8.6%

4.3%

12.8%

1.4% 0.5%

1.9%

11.8%

8.9%

7.9%

3.0%

10.9%

1.1% 0.6%

1.7%

9.9%

6.6%

3.3%

9.9%

2.5% 1.6%

4.1%

21.6%

28.7%

14.5% 9.5%

24.0%

11.6% 5.8%

17.4%

100.0% 100.0% 66.8% 33.2%

100.0%

TABLE IV

FISCAL YEAR 20061

INVESTIGATIONS IN WHICH SECOND REQUESTS WERE ISSUED

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

FTC

DOJ

TOTAL

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:

TOTAL NUMBER OF

TRANSACTIONS

TRANSACTIONS IN

EACH TRANSACTION

RANGE GROUP

FTC

0.3%

0.2%

0.1%

0.3%

0.1%

0.2%

0.5%

1.6%

FTC

1.1%

0.6%

2.7%

0.6%

2.2%

3.8%

1.6%

DOJ

0.1%

0.2%

0.4%

1.0%

TOTAL

0.4%

0.3%

0.2%

0.4%

0.2%

0.4%

0.9%

2.6%

DOJ

0.2%

0.7%

0.6%

0.5%

1.1%

1.6%

3.3%

1.0%

TOTAL

1.3%

1.8%

1.2%

3.2%

1.7%

3.8%

7.1%

2.6%

TOTAL NUMBER OF

SECOND REQUEST

INVESTIGATIONS

FTC

13.3%

6.7%

2.2%

11.1%

2.2%

8.9%

17.8%

62.2%

DOJ

2.2%

4.4%

2.2%

4.4%

6.7%

15.6%

37.8%

TOTAL

15.6%

11.1%

4.4%

13.3%

6.7%

15.6%

33.3%

100.0%

TABLE V

FISCAL YEAR 20061

ACQUISITIONS BY REPORTING THRESHOLD

THRESHOLD 6

$50M (as adjusted)

$100M (as adjusted)

$500 M (as adjusted)

25%

50%

ASSETS ONLY

ALL TRANSACTIONS

HSR TRANSACTIONS

NUMBER

PERCENT

117

990

530

1,746

4.8%

6.7%

1.1%

0.3%

56.7%

30.4%

100.0%

CLEARANCE GRANTED TO

FTC OR DOJ

PERCENTAGE OF

NUMBER

THRESHOLD GROUP

FTC DOJ

FTC

DOJ

TOTAL

3.6%

2.4%

6.0%

2.6%

5.1%

15.0% 0.0%

15.0%

20.0% 0.0%

20.0%

132

13.3% 7.2%

20.5%

11.5% 4.7%

16.2%

203

101

11.6% 5.8%

17.4%

SECOND REQUEST

INVESTIGATIONS3

PERCENTAGE OF

NUMBER

THRESHOLD GROUP

FTC DOJ FTC

DOJ

TOTAL

0.0% 0.0%

0.0%

0.0% 0.9%

0.9%

5.0% 0.0%

5.0%

20.0% 0.0%

20.0%

2.2% 1.2%

3.4%

0.8% 0.8%

1.6%

1.6% 1.0%

2.6%

TABLE VI

FISCAL YEAR 20061

TRANSACTIONS BY ASSETS OF ACQUIRING PERSON

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

OVER 1000M

ALL TRANSACTIONS

NUMBER

PERCENT

345

189

100

127

150

677

1,746

19.8%

10.8%

5.7%

3.8%

5.3%

7.3%

8.6%

38.8%

100.0%

CLEARANCE GRANTED TO

FTC OR DOJ

PERCENTAGE OF

NUMBER

ASSET RANGE GROUP

FTC

DOJ

FTC

DOJ TOTAL

8.7%

3.8%

12.5%

14.8%

4.2%

19.0%

11.0%

2.0%

13.0%

13.6%

7.6%

21.2%

14.1%

7.6%

21.7%

8.7%

5.5%

14.2%

18.0%

6.7%

24.7%

10.9%

7.2%

18.1%

203

101

11.6%

5.8%

17.3%

SECOND REQUEST INVESTIGATIONS3

NUMBER

FTC

DOJ

PERCENTAGE OF

ASSET RANGE GROUP

FTC

0.9%

2.6%

0.0%

1.5%

1.1%

0.0%

4.0%

1.8%

1.6%

DOJ

0.3%

0.0%

1.5%

0.0%

1.6%

3.3%

1.2%

1.0%

TOTAL

1.2%

2.6%

0.0%

3.0%

1.1%

1.6%

7.3%

3.0%

2.6%

TABLE VII

FISCAL YEAR 20061

TRANSACTIONS BY SALES OF ACQUIRING PERSON

SALES RANGE

($MILLIONS)

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

0VER 1000M

Sales Not Available 7

ALL TRANSACTIONS

HSR TRANSACTIONS

NUMBER

PERCENT

275

103

105

172

789

163

1,746

15.8%

3.2%

2.7%

2.0%

5.9%

6.0%

9.9%

45.2%

9.3%

100.0%

CLEARANCE GRANTED TO

FTC OR DOJ

NUMBER

PERCENTAGE OF

SALES RANGE GROUP

FTC DOJ

FTC

DOJ TOTAL

0.7%

1.1%

1.8%

7.1%

8.9%

4.2%

6.3%

10.5%

8.6%

17.2%

9.7%

2.9%

12.6%

7.6%

4.8%

12.4%

13.4% 8.7%

22.1%

151

19.1% 8.1%

27.2%

1.8%

3.6%

203

103

11.6% 5.8%

17.4%

SECOND REQUEST

INVESTIGATIONS3

NUMBER

PERCENTAGE OF

SALES RANGE GROUP

FTC DOJ

TOTAL

0.0% 0.0%

0.0%

1.8% 0.0%

1.8%

0.0% 2.1%

2.1%

0.0% 0.0%

0.0%

1.0% 0.0%

1.0%

1.0% 1.0%

2.0%

3.5% 0.6%

4.1%

2.4% 1.8%

4.2%

0.0% 0.0%

0.0%

1.6% 1.0%

2.6%

TABLE VIII

FISCAL YEAR 20061

TRANSACTIONS BY ASSETS OF ACQUIRED ENTITIES

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

123

116

191

1,045

1,746

7.0%

2.6%

4.1%

2.3%

4.8%

6.6%

10.9%

59.9%

1.7%

100.0%

CLEARANCE GRANTED TO FTC OR

DOJ

NUMBER

FTC

156

203

DOJ

101

PERCENTAGE OF ASSET

RANGE GROUP

FTC

DOJ

TOTAL

2.4%

4.1%

6.5%

2.2%

8.7%

5.6%

1.4%

7.0%

7.3%

9.8%

17.1%

8.4%

6.0%

14.4%

7.8%

15.6%

9.4%

4.7%

14.1%

14.9% 6.4%

21.3%

0.0%

11.6% 5.8%

17.4%

SECOND REQUEST

INVESTIGATIONS

NUMBER

FTC

DOJ

PERCENTAGE OF

ASSET RANGE GROUP

FTC

DOJ

TOTAL

0.8% 0.0%

0.8%

0.0% 0.0%

0.0%

0.0% 0.0%

0.0%

0.0% 2.4%

2.4%

2.4% 0.0%

2.4%

0.0% 0.9%

0.9%

1.6% 0.5%

2.1%

2.1% 1.3%

3.4%

0.0% 0.0%

0.0%

1.6% 1.0%

2.6%

TABLE IX

FISCAL YEAR 20061

TRANSACTIONS BY SALES OF ACQUIRED ENTITIES 9

HSR TRANSACTIONS

SALES RANGE

($ MILLIONS)

DOJ

PERCENTAGE OF

SALES RANGE GROUP

FTC

DOJ

TOTAL

9.7%

3.5%

13.2%

9.2%

6.4%

15.6%

6.5%

3.7%

10.2%

8.0%

2.3%

10.3%

14.6%

5.8%

20.4%

10.3%

8.0%

18.3%

17.6%

4.1%

21.6%

18.8% 11.9%

30.7%

12.3%

6.1%

18.4%

SECOND REQUEST

INVESTIGATIONS3

PERCENTAGE OF

NUMBER

SALES RANGE GROUP

FTC DOJ

FTC

DOJ

TOTAL

0.4%

0.8%

0.9%

1.8%

0.9%

1.8%

2.3%

1.1%

3.4%

2.9%

0.0%

2.9%

0.0%

2.3%

4.0%

0.0%

4.0%

2.0%

3.0%

5.0%

1.9%

0.9%

2.8%

101

11.6%

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

0VER 1000M

Sales Not Available 10

226

218

108

103

101

742

12.9%

12.5%

6.2%

5.0%

5.9%

5.0%

4.2%

5.8%

42.5%

FTC

ALL TRANSACTIONS

1,746

100.0%

203

5.8%

17.4%

1.6%

1.0%

2.6%

TABLE X

FISCAL YEAR 20061

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM FY

2005 12

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.0%

-0.1%

0.1%

-0.1%

0.1%

114

AGRICULTURAL PRODUCTION CROPS

AGRICULTURAL PRODUCTION LIVESTOCK AND ANIMAL

SPECIALTIES

LUMBER AND WOOD PRODUCTS,

EXCEPT FURNITURE

FISHING, HUNTING AND TRAPPING

0.0%

211

OIL AND GAS EXTRACTION

1.8%

0.1%

0.9%

0.7%

0.6%

0.4%

3.0%

0.7%

0.1%

-0.3%

0.1%

-0.1%

0.1%

0.3%

0.2%

3.0%

0.1%

1.4%

111

112

113

212

213

221

233

234

235

236

237

238

311

MINING AND QUARRYING OF

NONMETALLIC MINERALS,

EXCEPT FUELS

DRILLING OIL AND GAS WELLS

ELECTRIC, GAS AND SANITARY

SERVICES

BUILDING CONSTRUCTION –

GENERAL CONTRACTORS AND

OPERATIVE BUILDERS

HEAVY CONSTRUCTION OTHER

THAN BUILDING CONSTRUCTION CONTRACTORS

CONSTRUCTION - SPECIAL GRADE

CONTRACTORS

CONSTRUCTION OF BUILDINGS

HEAVY AND CIVIL ENGINEERING

CONSTRUCTION

SPECIALTY TRADE CONTRACTORS

FOOD AND KINDRED PRODUCTS

TABLE X

FISCAL YEAR 20061

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

BOTTLED AND CANNED SOFT

DRINKS AND CARBONATED

DRINKS; AND CIGARETTE

MANUFACTURING

TEXTILE MILL PRODUCTS

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM FY

2005 12

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.7%

0.3%

0.2%

0.0%

-0.1%

1.0%

0.6%

0.1%

0.2%

-0.2%

0.3%

-0.1%

108

6.2%

-0.7%

RUBBER AND MISC. PLASTICS

PRODUCTS

STONE, CLAY, GLASS AND

CONCRETE PRODUCTS

1.4%

-0.2%

0.9%

0.2%

331

IRON AND STEEL MILLS

0.7%

-0.2%

332

FABRICATED METAL PRODUCTS,

EXCEPT MACHINERY AND

TRANSPORTATION EQUIPMENT

2.2%

1.2%

333

INDUSTRIAL AND COMMERCIAL

MACHINERY AND COMPUTER

EQUIPMENT

1.9%

0.5%

312

313

315

316

321

322

323

324

325

326

327

APPAREL AND OTHER FINISHED

PRODUCTS MADE FROM FABRICS

AND SIMILAR MATERIALS

LEATHER AND LEATHER

PRODUCTS

SAWMILLS

PAPER AND ALLIED PRODUCTS

COMMERCIAL LITHOGRAPHIC

PRINTING

PETROLEUM REFINING AND

RELATED INDUSTRIES

CHEMICALS AND ALLIED

PRODUCTS

TABLE X

FISCAL YEAR 20061

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

334

335

336

337

339

421

422

423

INDUSTRY DESCRIPTION

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

WHOLESALE TRADE NONDURABLE GOODS

AUTOMOBILE AND OTHER

MOTOR VEHICLE MERCHANT

WHOLESALERS

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM FY

2005 12

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

4.4%

0.3%

0.4%

-0.8%

2.1%

-0.1%

0.2%

1.5%

0.4%

1.7%

-3.0%

1.1%

-3.2%

4.1%

4.0%

424

PRINTING AND WRITING PAPER

MERCHANT WHOLESALERS

2.9%

2.7%

425

BUSINESS TO BUSINESS

ELECTRONIC MARKETS

AUTOMOTIVE DEALERS AND

GASOLINE SERVICE STATIONS

FURNITURE STORES

MISCELLANEOUS REPAIR

SERVICES

0.1%

0.8%

0.4%

0.3%

0.1%

441

442

443

TABLE X

FISCAL YEAR 20061

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

444

INDUSTRY DESCRIPTION

BUILDING MATERIALS,

HARDWARE, GARDEN SUPPLY,

AND MOBILE HOME DEALERS

NUMBER4

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM FY

2005 12

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.4%

0.3%

0.4%

0.3%

1.1%

0.3%

0.9%

-0.2%

0.3%

0.1%

0.2%

-0.1%

0.1%

1.4%

0.2%

0.0%

-0.4%

481

482

SUPERMARKETS AND OTHER

GROCERY (EXCEPT

CONVENIENCE) STORES

MISCELLANEOUS RETAIL

FOOD STORES

APPAREL AND ACCESSORY

STORES

SPORTING GOODS STORES

GENERAL MERCHANDISE STORES

STATIONERY AND OFFICE

SUPPLIES

HEATING OIL DEALERS AND

LIQUEFIED PETROLEUM GAS

TRANSPORTATION BY AIR

RAILROAD TRANSPORTATION

483

WATER TRANSPORTATION

0.3%

484

MOTOR FREIGHT

TRANSPORTATION AND

WAREHOUSING

0.5%

-0.1%

485

LOCAL AND SUBURBAN TRANSIT

AND INTERURBAN HIGHWAY

PASSENGER TRANSPORTATION

0.1%

1.0%

0.2%

0.8%

0.0%

0.5%

0.3%

-0.1%

0.3%

445

446

447

448

451

452

453

454

486

488

492

493

PIPELINES, EXCEPT NATURAL

GAS

AIR TRAFFIC CONTROL

COURIERS

WAREHOUSING AND STORAGE

TABLE X

FISCAL YEAR 20061

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

511

512

513

514

515

516

517

518

519

521

522

523

524

525

531

532

533

INDUSTRY DESCRIPTION

PRINTING, PUBLISHING AND

ALLIED INDUSTRIES

MOTION PICTURES

COMMUNICATIONS

ON-LINE SERVICES

BROADCASTING (EXCEPT

INTERNET)

INTERNET PUBLISHING AND

BROADCASTING

TELECOMMUNICATIONS

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM FY

2005 12

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

111

6.4%

1.1%

0.9%

1.3%

0.5%

0.7%

-3.8%

-1.0%

1.4%

0.1%

2.1%

2.0%

0.7%

0.6%

0.5%

0.0%

0.5%

INTERNET SERVICE PROVIDERS,

WEB SEARCH PORTALS, AND

DATA PROCESSING SERVICES

NEWS SYNDICATES

DEPOSITORY INSTITUTIONS

NONDEPOSITORY CREDIT

INSTITUTIONS

SECURITY AND COMMODITY

BROKERS, DEALERS, EXCHANGES

AND SERVICES

INSURANCE CARRIERS

INSURANCE AGENTS, BROKERS

AND SERVICE

LESSORS OF RESIDENTIAL

BUILDINGS AND DWELLINGS

AUTOMOTIVE REPAIR, SERVICES

AND PARKING

2.6%

-0.2%

137

7.8%

-2.0%

3.2%

0.6%

1.4%

0.4%

0.9%

0.4%

0.2%

-0.3%

LESSORS OF NONFINANCIAL

INTANGIBLE ASSETS (EXCEPT

COPYRIGHTED WORKS)

0.4%

0.1%

TABLE X

FISCAL YEAR 20061

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

541

551

561

562

611

621

622

623

624

711

713

721

722

811

812

813

923

924

INDUSTRY DESCRIPTION

SERVICES -- BUSINESS, LEGAL,

ENGINEERING, ACCOUNTING,

RESEARCH, MANAGEMENT AND

RELATED SERVICES

HOLDING AND OTHER

INVESTMENT OFFICES

TRANSPORTATION SERVICES

SOLID WASTE COLLECTION

EDUCATIONAL SERVICES

HEALTH SERVICES

GENERAL MEDICAL AND

SURGICAL; PSYCHIATRIC AND

SUBSTANCE ABUSE HOSPITALS

NURSING AND RESIDENTIAL CARE

FACILITIES

SOCIAL SERVICES

REAL ESTATE

AMUSEMENT AND RECREATION

SERVICES

HOTELS, ROOMING HOUSES,

CAMPS, AND OTHER LODGING

PLACES

EATING AND DRINKING PLACES

GENERAL AUTOMOTIVE REPAIR

PERSONAL SERVICES

MEMBERSHIP ORGANIZATIONS

ADMINISTRATION OF HUMAN

RESOURCE PROGRAMS

ADMINISTRATION OF

ENVIRONMENTAL QUALITY AND

HOUSING PROGRAMS

NUMBER4

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM FY

2005 12

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

4.0%

-1.5%

0.4%

-1.5%

1.5%

0.5%

0.2%

1.0%

1.4%

-1.4%

-0.1%

-0.8%

1.3%

0.1%

0.3%

0.1%

0.5%

0.3%

0.8%

0.6%

0.8%

0.4%

0.2%

0.0%

-0.3%

0.3%

0.0%

TABLE X

FISCAL YEAR 20061

INDUSTRY GROUP OF ACQUIRING PERSONS

3DIGIT

NAICS

CODE 11

999

000

INDUSTRY DESCRIPTION

NONCLASSIFICABLE

ESTABLISHMENTS

NOT AVAILABLE 13

ALL TRANSACTIONS

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM FY

2005 12

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

3.2%

0.0%

6.7%

1,746

100%

202

101

303

Table XI

FISCAL YEAR 2006 INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE12

111

112

113

114

211

212

213

221

233

234

235

237

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

TOTAL

CHANGE

FROM

FY 200513

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

AGRICULTURAL PRODUCTION CROPS

AGRICULTURAL PRODUCTION LIVESTOCK AND ANIMAL

SPECIALTIES

LUMBER AND WOOD PRODUCTS,

EXCEPT FURNITURE

FISHING, HUNTING AND

TRAPPING

OIL AND GAS EXTRACTION

MINING AND QUARRYING OF

NONMETALLIC MINERALS,

EXCEPT FUELS

DRILLING OIL AND GAS WELLS

ELECTRIC, GAS AND SANITARY

SERVICES

BUILDING CONSTRUCTION –

GENERAL CONTRACTORS AND

OPERATIVE BUILDERS

HEAVY CONSTRUCTION OTHER

THAN BUILDING

CONSTRUCTION CONTRACTORS

CONSTRUCTION - SPECIAL

GRADE CONTRACTORS

HEAVY AND CIVIL

ENGINEERING CONSTRUCTION

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.1%

-0.1%

0.0%

2.2%

0.1%

0.5%

-0.2%

0.4%

-0.3%

2.5%

-0.3%

0.0%

-0.1%

0.1%

-0.1%

0.1%

-0.1%

0.3%

Table XI

FISCAL YEAR 2006 INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE12

238

311

312

313

315

316

321

322

324

325

326

327

331

332

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

TOTAL

CHANGE

FROM

FY 200513

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

SPECIALTY TRADE

CONTRACTORS

FOOD AND KINDRED PRODUCTS

BOTTLED AND CANNED SOFT

DRINKS AND CARBONATED

DRINKS; AND CIGARETTE

MANUFACTURING

TEXTILE MILL PRODUCTS

APPAREL AND OTHER FINISHED

PRODUCTS MADE FROM

FABRICS AND SIMILAR

MATERIALS

LEATHER AND LEATHER

PRODUCTS

SAWMILLS

PAPER AND ALLIED PRODUCTS

PETROLEUM REFINING AND

RELATED INDUSTRIES

CHEMICALS AND ALLIED

PRODUCTS

RUBBER AND MISC. PLASTICS

PRODUCTS

STONE, CLAY, GLASS AND

CONCRETE PRODUCTS

IRON AND STEEL MILLS

FABRICATED METAL

PRODUCTS, EXCEPT

MACHINERY AND

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.3%

1.7%

0.1%

0.4%

-0.7%

0.2%

0.1%

0.2%

0.1%

0.7%

0.8%

0.1%

0.2%

-0.4%

4.3%

-0.4%

1.1%

-0.4%

0.7%

0.5%

0.9%

-0.6%

1.4%

-0.5%

Table XI

FISCAL YEAR 2006 INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE12

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

TOTAL

CHANGE

FROM

FY 200513

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

TRANSPORTATION EQUIPMENT

333

334

335

336

337

339

421

422

423

424

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

WHOLESALE TRADE NONDURABLE GOODS

AUTOMOBILE AND OTHER

MOTOR VEHICLE MERCHANT

WHOLESALERS

PRINTING AND WRITING PAPER

MERCHANT WHOLESALERS

1.8%

0.5%

3.3%

-1.0%

0.3%

-3.9%

1.1%

-1.0%

0.1%

-0.1%

1.3%

-0.2%

1.1%

-4.9%

0.6%

-3.8%

3.5%

3.4%

2.2%

1.9%

Table XI

FISCAL YEAR 20061 INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE12

425

441

442

443

444

445

446

447

448

451

452

453

454

481

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

TOTAL

CHANGE

FROM

FY 200513

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

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

HEATING OIL DEALERS AND

LIQUEFIED PETROLEUM GAS

TRANSPORTATION BY AIR

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.2%

0.7%

0.6%

0.1%

-0.1%

0.3%

0.2%

0.3%

0.2%

-0.2%

-0.4%

0.4%

-0.2%

0.1%

-0.4%

0.4%

-0.5%

0.1%

0.7%

-0.2%

0.2%

-0.4%

Table XI

FISCAL YEAR 20061 INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE12

482

483

484

485

486

488

492

493

511

512

513

514

517

518

521

522

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

TOTAL

CHANGE

FROM

FY 200513

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

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

TELECOMMUNICATIONS

INTERNET SERVICE PROVIDERS,

WEB SEARCH PORTALS, AND

DATA PROCESSING SERVICES

DEPOSITORY INSTITUTIONS

NONDEPOSITORY CREDIT

INSTITUTIONS

0.0%

0.2%

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.9%

0.5%

0.0%

-0.1%

1.0%

-0.1%

0.5%

0.0%

0.1%

-0.2%

4.9%

-0.6%

0.4%

1.0%

0.6%

1.7%

-0.3%

-5.4%

0.6%

1.7%

0.5%

0.1%

1.8%

Table XI

FISCAL YEAR 2006 INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE12

523

524

525

531

532

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

TOTAL

CHANGE

FROM

FY 200513

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

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

2.6%

2.5%

0.2%

0.6%

0.7%

533

LESSORS OF NONFINANCIAL

INTANGIBLE ASSETS (EXCEPT

COPYRIGHTED WORKS)

0.5%

541

ENGINEERING, ACCOUNTING,

RESEARCH, MANAGEMENT AND

RELATED SERVICES

4.9%

0.1%

1.7%

0.5%

0.3%

1.1%

1.7%

0.5%

0.3%

1.1%

0.9%

551

561

562

611

621

622

HOLDING AND OTHER

INVESTMENT OFFICES

TRANSPORTATION SERVICES

SOLID WASTE COLLECTION

EDUCATIONAL SERVICES

HEALTH SERVICES

GENERAL MEDICAL AND

SURGICAL; PSYCHIATRIC AND

SUBSTANCE ABUSE HOSPITALS

Table XI

FISCAL YEAR 20061 INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE12

623

624

711

713

721

722

811

812

813

923

924

999

000

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

TOTAL

CHANGE

FROM

FY 200513

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS3

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

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

NONCLASSIFICABLE

ESTABLISHMENTS

NOT AVAILABLE14

ALL TRANSACTIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.4%

0.3%

0.2%

0.3%

0.2%

0.5%

1.0%

1.1%

0.3%

0.5%

0.0%

1.1%

0.3%

0.5%

0.0%

463

1,746

26.5%

100.0%

26.5%

203

101

304

894

Fiscal year 2006 figures include transactions reported between October 1, 2005 and September 30, 2006.

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

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

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

During fiscal year 2006, 1,768 transactions were reported under the HSR Premerger Notification program. The smaller number 1,746 reflects the adjustments to

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

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

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

two or more acquired persons).

The total number of filings under $50M (as adjusted) submitted in Fiscal Year 2006 is corrective filings.

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

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.

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

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

Notification and Report Form.

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

the prior year to filing the Notification and Report Form.

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

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

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

This represents the deviation from the fiscal year 2005 percentage.

This category includes transactions by newly-formed entities.

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

industry.

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