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DEPARTMENT OF JUSTICE

BUREAU OF COMPETITION

ANTITRUST DIVISION

hart-scott-rodino annual report

Fiscal Year 2015

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Thirty-Eighth Annual Report)

Edith Ramirez

Chairwoman

Federal Trade Commission

Renata B. Hesse

Acting 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 (“FTC” or “Commission”) and the Antitrust

Division of the Department of Justice (“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 alerting the

Commission and the Division to transactions that became the subjects of the numerous

enforcement actions brought in fiscal year 2015 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 2015, 1,801 transactions were reported under the HSR

Act, representing an 8.3% increase from the 1,663 transactions reported in fiscal year 2014.

(See Figure 1 below.)

HSR Merger Transactions Reported

Fiscal Years 2006-2015

2,500

2,201

Number of Transactions

2,000

1,768

1,801

1,726

1,663

1,450

1,500

1,429

1,326

1,166

1,000

716

500

2006

2007

2008

2009

2010

2011

2012

2013

Fiscal Year

(Figure 1)

Fiscal year 2015 covered the period of October 1, 2014 through September 30, 2015.

2014

2015

During fiscal year 2015, the Commission brought 22 merger enforcement challenges,2

including 17 in which it accepted consent orders for public comment, all of which resulted in

final orders; two in which the transactions were abandoned or restructured as a result of antitrust

concerns raised during the investigation; and three in which the Commission initiated

administrative litigation. These enforcement actions preserved competition in numerous sectors

of the economy, including consumer goods and services, pharmaceuticals, healthcare, high tech

and industrial goods, and energy.

In June 2015, the Commission successfully concluded its challenge of Sysco

Corporation’s proposed $8.2 billion acquisition of a rival broadline foodservice distributor, US

Foods, Inc. The Commission, together with attorneys general from California, Illinois, Iowa,

Maryland, Minnesota, Nebraska, Ohio, Virginia, Pennsylvania, Tennessee, and the District of

Columbia, initiated an administrative action and sought a temporary restraining order and a

preliminary injunction in federal court. The U.S. District Court for the District of Columbia

granted the Commission’s request for a preliminary injunction, finding that because the

proposed merger would eliminate head-to-head competition between the number one and

number two competitors in the market for national customers, the merger was likely to lead to

unilateral anticompetitive effects in that market. Shortly thereafter, Sysco and US Foods

abandoned their proposed merger, and the Commission dismissed its administrative complaint.

In September 2015, the Commission successfully concluded its challenge of Dollar Tree,

Inc.’s proposed $9.2 billion acquisition of rival discount store Family Dollar Stores, Inc. Dollar

Tree and Family Dollar both sell deeply discounted general merchandise items, such as food,

home products, apparel and accessories, at prices below $10 (for “Dollar Tree” stores, all items

are priced at $1.00 or less). The Commission believed that, absent a remedy, the proposed

acquisition likely would have substantially lessened competition between the rival stores in

numerous local markets in which they were each other’s closest competitor. To maintain

competition in these local markets in 35 states, the Commission required Dollar Tree and Family

Dollar to sell 330 Family Dollar stores to a private equity firm, Sycamore Partners.

During fiscal year 2015, the Antitrust Division challenged 20 merger transactions. In ten

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

these ten cases, the Division filed settlement papers simultaneously with the complaint. In the

other two filed cases, the parties abandoned the proposed transaction post-complaint.

Specifically, in March 2015, National Cinemedia, Inc. (“NCM”) and Screenvision LLC

abandoned their proposed merger less than a month before trial. NCM’s proposed acquisition of

Screenvision, which the Division had filed suit to block in November 2014, would have

combined the only two major cinema advertising networks in the United States. In addition, in

December 2015, Electrolux and General Electric Company (“GE”) abandoned Electrolux’s

proposed acquisition of GE’s appliance business after four weeks of trial. The Division brought

suit in July 2015 to prevent the merger, which would have combined two of the leading

manufacturers of ranges, cooktops, and wall ovens sold in the United States.

To avoid double-counting, this Report includes only those merger enforcement actions in which the Commission

or the Antitrust Division took its first public action during fiscal year 2015.

In the ten merger challenges in which the Division did not file a complaint, the parties

either abandoned or restructured their transactions to address the Division’s concerns. One of

the most notable abandonments was Comcast Corporation and Time Warner Cable, Inc.’s

decision to end their proposed merger. The parties abandoned their deal in April 2015, after the

Division expressed concern that Comcast would emerge as an unavoidable gatekeeper for

Internet-based services that rely on a broadband connection to reach consumers. Another

significant abandonment was Applied Materials Inc. and Tokyo Electron Ltd.’s decision to

terminate their proposed merger in April 2015, after the Division informed the companies that

their proposed remedy failed to resolve the Division’s competitive concerns. The proposed

merger would have combined the two largest competitors with the necessary knowledge,

resources, and ability to develop and supply high-volume non-lithography semiconductor

manufacturing equipment. The parties’ proposed remedy would not have replaced the lost

competition, particularly with respect to the development of equipment for next-generation

semiconductors.

In fiscal year 2015, the Commission’s Premerger Notification Office (“PNO”) continued

to respond to thousands of telephone calls and emails seeking information about 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 Commission continued to provide helpful

information necessary for the notification process on its HSR website. 3 The website serves as

HSR practitioners’ primary source of information, providing the HSR form, instructions and tips

for completion, the premerger notification statute and rules, current filing thresholds, notices of

grants of early termination, filing fee instructions, and procedures for submitting postconsummation filings. The website also provides training materials for new practitioners,

information on scheduled HSR events, frequently asked questions regarding HSR filing

requirements, and contact information for PNO staff. The website includes a catalogue of

informal interpretation letters, giving the public ready access to PNO staff interpretations of the

premerger notification rules and the Act. The PNO staff continued to provide tips for avoiding

common filing mistakes in posts on the Commission’s Competition Matters blog. As always,

PNO staff is available to help HSR practitioners understand and comply with HSR notification

requirements.

BACKGROUND OF THE HSR ACT

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

94-435 (“HSR Act” or “the Act”), 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 be reported to the Commission and the Antitrust Division prior to

consummation. The parties must then wait a specified period, usually 30 days (or 15 days in the

case of a cash tender offer or bankruptcy sale), before they may complete the transaction.

Whether a particular acquisition is subject to these requirements depends on the value of the

acquisition and, in certain acquisitions, the size of the parties as measured by their sales and

assets. Acquisitions valued below a certain threshold, acquisitions involving parties with assets

See https://www.ftc.gov/enforcement/premerger-notification-program.

and sales below a certain threshold, and certain 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.

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

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

information and documentary material (“Second Request”). 4 The Second Request extends the

waiting period for a specified period of time (usually 30 days, but 10 days in the case of a cash

tender offer or bankruptcy sale) after all parties have complied with the Second Request (or, in

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

additional time provides the reviewing agency 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 also may

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 also was

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

the filing form. 5 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. 6

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 the ten-year period covering fiscal

years 2006-2015, 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,

15 U.S.C. §18a(e)(1)(a) (“The Federal Trade Commission or the Assistant Attorney General may, prior to the

expiration of the 30-day waiting period (or in the case of a cash tender offer, the 15-day waiting period)…require the

submission of additional information or documentary material relevant to the proposed acquisition”).

43 Fed. Reg. 33450 (July 31, 1978).

See https://www.ftc.gov/enforcement/premerger-notification-program/statute-rules-and-formalinterpretations/statements-basis-purpose.

and not granted.7 Appendix A also shows 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 2006 through 2015.

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

fiscal year 2015 increased 8.3% from the number of transactions reported in fiscal year 2014. In

fiscal year 2015, 1,801 transactions were reported, while 1,663 were reported in fiscal year

2014.8 The statistics in Appendix A also show that the number of merger investigations in which

Second Requests were issued in fiscal year 2015 decreased from the number of merger

investigations in which Second Requests were issued in fiscal year 2014. Second Requests were

issued in 51 merger investigations in fiscal year 2014 (30 issued by the FTC and 21 issued by the

Antitrust Division), while Second Requests were issued in 47 merger investigations in fiscal year

2015 (20 issued by the FTC and 27 issued by the Antitrust Division). The percentage of

transactions in which a Second Request was issued decreased from 3.2% in fiscal year 2014 to

2.7% in fiscal year 2015. (See Figure 2 below.)

The term “transaction,” as used in Appendices A and B and Exhibit A to this Report, does not refer only to

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

involves more than one filing that must be made under the HSR Act.

This Report, like previous Reports, also includes annual data on “adjusted transactions in which a Second Request

could have been issued” (“adjusted transactions”). See Appendix A & Appendix A n.2 (explaining calculation of

that data). There were 1,754 adjusted transactions in fiscal year 2015, and the data presented in the Tables and the

percentages discussed in the text of this Report (e.g., percentage of transactions resulting in Second Requests) are

based on this figure.

Percentage of Transactions Resulting in Second Request

(Fiscal Years 2006-2015)

5.0%

4.5%

3.9%

3.7%

Percent of Transactions

4.0%

3.5%

3.0%

3.2%

3.0%

3.5%

2.7%

2.6%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

Fiscal year

(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 2015, early termination was requested in

77.9% (1,366) of the transactions reported. In fiscal year 2014, early termination was requested

in 78.7% (1,274) of the transactions reported. The percentage of requests granted out of the total

requested decreased from 80.1% in fiscal year 2014 to 79.5% in fiscal year 2015.

The tables (Tables I through XI) in Exhibit A contain information regarding the agencies’

enforcement activities for transactions reported in fiscal year 2015. The tables provide, for

example, the number and percentage of transactions in which one antitrust agency granted

clearance to the other to commence an investigation, and the number of merger investigations in

which either agency issued Second Requests. Table III of Exhibit A shows that in fiscal year

2015, the agencies received clearance to conduct an initial investigation in 14.7% of the total

number of transactions reported. 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. In fiscal year 2015, the dollar value of reported transactions was $1.9 trillion.9

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

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

The information on the value of reported adjusted transactions for fiscal year 2015 is drawn from a database

maintained by the Premerger Notification Office.

percentage of reportable transactions within industry groups for fiscal year 2015 based on the

acquired entity’s operations. 10

Percentage of Transactions By Industry Group of Acquired Entity

Fiscal Year 2015

Chemicals &

Pharmaceuticals, 6.6%

Health Services, 5.4%

Transportation, 2.6%

Energy & Natural

Resources, 5.8%

Consumer Goods &

Services, 28.6%

Information

Technology, 9.5%

Manufacturing, 14.8%

Other, 19.4%

Banking & Insurance,

7.4%

(Figure 3)

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

performing arts, recreation, and other non-classifiable businesses.

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

Threshold Adjustments

The 2000 amendments to the HSR Act 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) of the Clayton Act for each fiscal year

beginning after September 30, 2004. The Commission amended the rules in 2005 to provide a

method for future adjustments as required by the 2000 amendments, and to reflect the revised

thresholds contained in the rules. The Commission publishes the revised thresholds annually in

January, and they become effective 30 days after publication.

On January 21, 2015, the Commission published a notice 11 to reflect adjustment of the

reporting thresholds as required by the 2000 amendments 12 to Section 7A of the Clayton Act, 15

U.S.C. § 18a. The revised thresholds, including an increase in the size of transaction threshold

from $75.9 million to $76.3 million, became effective February 20, 2015.

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 2015. The agencies use several methods to oversee

compliance, including monitoring news outlets and industry publications for transactions that

may not have been reported in accordance with the HSR Act’s requirements. Industry sources,

such as competitors, customers, and suppliers, interested members of the public, and, in certain

cases, the parties themselves, also 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 $16,000 for each

day the violation continues. 13 The antitrust agencies examine the circumstances of each

violation to determine whether to seek penalties. 14 During fiscal year 2015, 39 postconsummation “corrective” filings were received. The agencies brought three enforcement

actions, resulting in $4,040,000 in civil penalties.

79 Fed. Reg. 3814 (Jan. 23, 2014).

15 U.S.C. §18a(a). See Pub. L. No. 106-553, 114 Stat. 2762.

Dollar amounts specified in civil monetary penalty provisions within the Commission’s jurisdiction are adjusted

for inflation in accordance with the Debt Collection Improvement Act of 1996, Pub. L. No. 104-134 (Apr. 26, 1996).

The adjustments have included an increase in the maximum civil penalty from $10,000 to $11,000 for each day

during which a person is in violation of Section 7A(g)(1) (61 Fed. Reg. 54548 (Oct. 21, 1996), corrected at 61 Fed.

Reg. 55840 (Oct. 29, 1996)) and to $16,000 effective February 10, 2009 (74 Fed. Reg. 857 (Jan. 9, 2009)).

If parties inadvertently fail to file, the agencies generally will not seek penalties so long as the parties promptly

submit corrective filings after discovering the failure to file, submit an acceptable explanation of their failure to file,

and have not previously violated the Act.

In United States v. Flakeboard America Limited, Celulosa Arauco y Constitucion, S.A.,

Inversiones Angelini y Compania Limitada, and SierraPine,15 the complaint alleged that

Flakeboard America Limited (“Flakeboard”) and SierraPine engaged in illegal premerger

coordination while Flakeboard’s proposed acquisition of three SierraPine mills was under

antitrust review by the Division. More specifically, the complaint alleged that before the

expiration of the HSR Act’s mandatory premerger waiting period, Flakeboard and SierraPine

illegally coordinated to close SierraPine’s particleboard mill in Springfield, Oregon and move

the mill’s customers to Flakeboard. This unlawful coordination led to the permanent shutdown

of the Springfield mill and enabled Flakeboard to secure a significant number of Springfield’s

customers for its Albany mill. A proposed final judgment, filed concurrently with the complaint,

required the companies to pay a combined $3.8 million civil penalty for violating the HSR Act.

In addition, for violating Section 1 of the Sherman Act, Flakeboard was required to disgorge

$1.15 million in illegally-obtained profits, and both parties were required to establish antitrust

compliance programs and agree to certain restrictions. On February 2, 2015, the court entered

the final judgment.

In United States v. Third Point Offshore Fund, LTD, Third Point Ultra, LTD, Third Point

Partners Qualified L.P., and Third Point LLC,16 the complaint alleged that Third Point entities

failed to observe the reporting and waiting requirements of the HSR Act before purchasing

shares in Yahoo! Inc. According to the complaint, the three defendant funds claimed that they

were exempt from reporting to the U.S. antitrust authorities under the HSR Act because the

purchases were made solely for investment purposes. At the time of the stock purchases,

however, defendant Third Point LLC, which made investment decisions on behalf of the funds,

was taking actions inconsistent with the “investment-only” exception to the HSR Act. Under the

terms of the proposed final judgment, the defendants are prohibited for five years from relying

on the investment-only exemption if they have contacted third parties to gauge their interest in

joining the board of the target company, communicated with the target company about proposed

candidates for its board, or engaged in other specified conduct in the four months prior to

acquiring voting securities above the HSR Act threshold. The agencies determined not to seek

civil penalties based on several factors, including that the violation was inadvertent and shortlived, and that it was the defendants’ first violation of the HSR Act. On December 18, 2015, the

court entered the final judgment.

In United States v. Leucadia National Corporation,17 the complaint alleged Leucadia did

not report a $173 million transaction in violation of the HSR Act. In July 2013, Knight Capital

consolidated with another financial services company, GETCO Holding Company, LLC to

become KCG Holdings, Inc. That transaction converted Leucadia’s ownership interest in Knight

Capital into nearly 16.5 million voting shares of the new entity, KCG Holdings. According to

the complaint, Leucadia did not report the transaction because it thought that it qualified for an

United States v. Flakeboard America Limited, Celulosa Arauco y Constitucion, S.A., Inversiones Angelini y

Compania Limitada, and SierraPine, No. 3:14-cv-04949 (N.D. Cal. filed Nov. 7, 2014), available at

http://www.justice.gov/atr/case/us-v-flakeboard-america-limited-et-al.

United States v. Third Point Offshore Fund, Ltd., Third Point Ultra Ltd., Third Point Partners Qualified L.P., and

Third Point, LLC, No. 1:15-cv-01366 (D.D.C. filed Aug. 24, 2015), available at

https://www.ftc.gov/enforcement/cases-proceedings/121-0019/third-point-llc.

United States v. Leucadia National Corporation, No. 1:15-cv-01547 (D.D.C. filed Sept. 22, 2015), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0015/leucadia-national-corporation-kcg-holdings-inc.

exemption applicable to institutional investors. Although Leucadia consulted experienced HSR

counsel in connection with the transaction, its counsel erroneously concluded that the exemption

applied. Leucadia made a corrective filing in September 2014, acknowledging that the

acquisition was reportable under the HSR Act. Even though Leucadia relied on the advice of

counsel, Leucadia had previously violated the HSR Act in 2007, which led to a corrective filing

in 2008. Leucadia agreed to pay $240,000 in civil penalties to resolve allegations that it violated

federal premerger reporting laws. On July 12, 2016, the court entered the final judgment.

Rulemaking

In Pharmaceutical Research and Manufacturers of America v. Federal Trade

Commission, 18 the U.S. Court of Appeals for the District of Columbia Circuit upheld a

November 2013 Commission rulemaking that deems the transfers of pharmaceutical patent rights

to be reportable assets under the Hart-Scott-Rodino Act – even if the sellers retain some

manufacturing rights. The decision confirmed that the Commission, with the concurrence of the

Assistant Attorney General for the Antitrust Division, has extensive authority under the HSR Act

to define terms in the Act and to promulgate regulations necessary to carry out the purposes of

the Act. This broad authority includes regulations requiring HSR notifications be filed for

certain industry-specific transactions that the Commission believes may potentially affect

competition.

MERGER ENFORCEMENT ACTIVITY 19

The Department of Justice

During fiscal year 2015, the Antitrust Division challenged twenty merger transactions

that would 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. The Division

filed settlement papers simultaneously with the complaint in eight of these ten cases. In the other

two court challenges, the parties abandoned the proposed transaction post-complaint. Of the ten

fiscal year 2015 challenges where the Division did not file suit, the parties abandoned the

proposed transaction in eight instances, and in two other instances the parties restructured the

proposed transaction, thus resolving the Division’s concerns.20

Pharmaceutical Research and Manufacturers of America v. Federal Trade Commission, No. 1:13-cv-01974 (D.C.

Cir. June 9, 2015), available at https://www.ftc.gov/enforcement/cases-proceedings/p072104/phrma-akapharmaceutical-research-manufacturers-america.

The cases listed in this section were not necessarily reportable under the premerger notification program. Given

the confidentiality of information obtained pursuant to the Act, it would be inappropriate to identify the cases

initiated under the program except in those instances in which that information has already been disclosed.

Inversiones Angelini y Compania Limitada’s (Flakeboard) proposed acquisition of SierraPine (medium-density

fiberboard); Simmons First National Corporation’s proposed acquisition of Delta Trust & Banking Corporation

(banks); Embarcadero Technologies, Inc.’s proposed acquisition of CA Inc. (data modeling product suite); Mission

Broadcasting, Inc.’s proposed acquisition of Stainless Broadcasting, L.P. (television broadcast stations); Comcast

Corporation’s proposed acquisition of Time Warner Cable, Inc. (Internet-based services); Applied Materials, Inc.’s

proposed acquisition of Tokyo Electron, Ltd. (high-volume non-lithography semiconductor manufacturing

equipment); Partners Healthcare System, Inc.’s proposed acquisition of South Shore Hospital (inpatient general

acute-care services sold to insurers); Pacific Coast Producers’ proposed acquisition of Seneca Foods Corporation

In United States v. Media General, Inc. and LIN Media LLC, 21 the Division challenged

Media General, Inc.’s proposed acquisition of LIN Media LLC. The complaint alleged that the

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

broadcast television spot advertising because Media General’s and LIN Media’s broadcast

television stations competed head-to-head for the business of local and national companies for

broadcast television advertising in each of several affected markets. A proposed final judgment,

filed simultaneously with the complaint, required the parties to divest WVTM-TV (NBC affiliate

in Birmingham, Alabama) and WJCL-TV (ABC affiliate in Savannah, Georgia) to Hearst

Television Inc.; WALA-TV(FOX affiliate in Savannah, Georgia) to Meredith Corporation; and

WJAR-TV (NBC affiliate in Providence, Rhode Island/New Bedford, Massachusetts), WLUKTV (FOX affiliate in Green Bay/Appleton, Wisconsin), WCWF-TV (CW affiliate in Green

Bay/Appleton, Wisconsin), and WTGS (FOX affiliate in Savannah, Georgia) to Sinclair

Broadcast Group Inc., or to other acquirers approved by the Division. On January 13, 2015, the

court entered the final judgment.

In United States v. National Cinemedia, Inc., National Cinemedia, LLC, SV Holdco, LLC,

and Screenvision, LLC, 22 the Division challenged National Cinemedia, Inc.’s (“NCM”) proposed

acquisition of Screenvision LLC. The complaint alleged that the merger would have combined

the only two major cinema advertising networks in the United States, resulting in higher prices to

advertisers, reducing revenue to movie theaters, and eliminating competition that substantially

benefits movie theaters, advertisers, and movie goers. Cinema advertising networks are

intermediaries between movie theaters and advertisers, and create pre-shows combining

advertisements with specific content played in movie theaters prior to the start of each movie.

NCM and Screenvision served 88% of all movie screens in the United States through long-term

exclusive contracts. On March 16, 2015, the parties abandoned the proposed transaction prior to

the commencement of trial.

In United States v. Nexstar Broadcasting Group, Inc., Mission Broadcasting, Inc.,

Communications Corporation of America, and Silver Point Capital Fund, L.P., 23 the Division

challenged Nexstar Broadcasting Group, Inc.’s proposed acquisition of Communications

Corporation of America (“CCA”). As originally structured, the transaction would have

eliminated head-to-head competition between Nexstar and CCA, resulting in higher prices for

broadcast television spot advertising in Evansville, Indiana. Nexstar would have controlled the

sale of advertising for three out of four major broadcast network affiliates: WEHT (ABC

affiliate), WEVV-TV (CBS and FOX affiliate), and WTVW (CW affiliate). A proposed final

judgment, filed concurrently with the complaint, required Nexstar to divest WEVV-TV to Bayou

City Broadcasting Evansville, Inc. or an alternative buyer approved by the Division. On

February 27, 2015, the court entered the final judgment.

(fruit processing); BB&T Corporation’s proposed acquisition of Susquehanna Bancshares, Inc. (banks); and an

undisclosed airline matter.

United States v. Media General, Inc. and LIN Media LLC, No. 1:14-cv-01823 (D.D.C. filed Oct. 30, 2014).

United States v. National Cinemedia, Inc., National Cinemedia, LLC, SV Holdco, LLC, and Screenvision, LLC,

No. 14-cv-8732 (S.D.N.Y. filed Nov. 3, 2014).

United States v. Nexstar Broadcasting Group, Inc., Mission Broadcasting, Inc., Communications Corporation of

America and Silver Point Capital Fund, L.P., No. 1:14-cv-02007 (D.D.C. filed Nov. 26, 2014).

In United States v. Continental AG and Veyance Technologies, Inc., 24 the Division

challenged Continental AG’s proposed acquisition of Veyance Technologies, Inc. The

complaint alleged that the transaction, as originally proposed, would have combined two of the

three leading suppliers of commercial vehicle air springs used in trucks, trailers, and buses. A

proposed final judgment, filed simultaneously with the complaint, required Continental to divest

Veyance’s North American air springs business, which includes air spring manufacturing and

assembly facilities in San Luis Potosi, Mexico; research, development, engineering, and

administrative assets in Fairlawn, Ohio; and other assets. On March 30, 2015, the court entered

the final judgment. In addition to the competitive concerns related to commercial vehicle air

springs, the Division was concerned that the proposed acquisition would reduce competition in

the market for automotive air conditioning barrier hose because Continental had an exclusive

supply agreement with the only significant firm that competed with Veyance in the manufacture

and sale of barrier hose in North America. To resolve the Division’s concerns, Continental

waived the exclusivity requirement in its supply agreement, allowing its supplier to sell air

conditioning hose products to any third party. The Division worked closely with its

counterparts in Canada, Brazil and Mexico to coordinate analyses and the formulation of

remedies.

In United States v. Verso Paper Corp. and NewPage Holdings Inc., 25 the Division

challenged the proposed acquisition of NewPage Holdings Inc. by Verso Paper Corporation.

The complaint alleged that the transaction, as originally proposed, would result in a significant

increase in market concentration, eliminate head-to-head competition between the parties, and

result in increased incentives for the merged firm to raise prices, reduce output, and facilitate

accommodating conduct by competitors in the sale of coated publication and label papers.

Coated paper, treated with clay or other chemicals to obtain a glossy sheen, is used in magazines,

catalogues, and labels. A proposed final judgment, filed simultaneously with the complaint,

required Verso to divest two NewPage paper mills – one in Rumford, Maine and the other in

Biron, Wisconsin – to Catalyst Paper Corporation, or an alternative, independent buyer approved

by the Division. On December 11, 2015, the court entered the final judgment.

In United States v. Waste Management, Inc. and Deffenbaugh Disposal, Inc., 26 the

Division challenged Waste Management Inc.’s (“WMI”) proposed acquisition of Deffenbaugh

Disposal, Inc. (“DDI”). The complaint alleged that the transaction, as originally structured,

would substantially lessen competition in the provision of small container commercial waste

collection service in and around Springdale, Arkansas; Van Buren/Fort Smith, Arkansas; and

Topeka, Kansas. WMI and DDI were two of only a few significant providers of small container

commercial waste collection service in and around the affected geographic markets and had

competed aggressively against one another for customers, resulting in lower prices for small

container commercial waste collection service. A proposed final judgment, filed concurrently

with the complaint, required WMI to divest DDI’s small container commercial waste service

routes in each of these three markets. On July 8, 2015, the court entered the final judgment.

United States v. Continental AG and Veyance Technologies, Inc., No. 1:14-cv-02087 (D.D.C. filed Dec. 11,

2014).

United States v. Verso Paper Corp. and NewPage Holdings Inc., No. 1:14-cv-2216 (D.D.C. filed Dec. 31, 2014).

United States v. Waste Management, Inc. and Deffenbaugh Disposal, Inc., No. 1:15-cv-00366 (D.D.C. filed Mar.

13, 2015).

In United States v. AB Electrolux, Electrolux North America, Inc., and General Electric

Company,27 the Division challenged the proposed acquisition of General Electric Company’s

(“GE”) appliance business by AB Electrolux and Electrolux North America, Inc. Electrolux

cooking appliances are sold under such recognizable brands as Frigidaire, Tappan, and

Electrolux. GE’s cooking appliances are sold under the brand names GE Monogram, GE Café,

GE Profile, GE Artistry, and Hotpoint. If allowed to proceed as originally structured, the

proposed acquisition would have ended vigorous head-to-head competition between the parties

that produces significant benefits for American consumers, U.S. homebuilders, and other

commercial purchasers and increased the risk of coordination by firms remaining in the market.

The elimination of competition would have likely led to higher prices for major cooking

appliances sold in the United States. Trial commenced on November 9, 2015, and on

December 7, 2015, the parties abandoned the transaction.

In United States v. Entercom Communications Corp. and Lincoln Financial Media

Company, 28 the Division challenged Entercom Communications Corp.’s proposed acquisition of

Lincoln Financial Media Company. The complaint alleged that the transaction, as originally

proposed, likely would result in a substantial lessening of competition for the sale of radio

advertising to advertisers targeting English-language listeners in the Denver, Colorado area,

causing advertisers to pay higher prices for radio advertising time in that market. A proposed

final judgment, filed simultaneously with the complaint, required Entercom to divest three radio

stations in Denver to a buyer approved by the Division. The court entered the final judgment on

October 5, 2015.

In United States v. General Electric Company, Alstom S.A., and Power Systems Mfg.,

LLC,29 the Division challenged GE’s proposed acquisition of Alstom S.A. The complaint

alleged that the transaction, as originally structured, would eliminate head-to-head competition in

the development, manufacture, and sale of gas turbine aftermarket parts and service in the United

States and likely would have given GE the ability to raise prices or decrease the quality of

service provided to power generation companies and other significant customers. GE and

Alstom’s subsidiary, Power Systems Mfg., LLC (“PSM”), were two of three providers of

aftermarket parts and service for the GE 7FA, the most common gas turbine model used for

power generation in the United States. A proposed final judgment, filed simultaneously with the

complaint, required General Electric to divest PSM to Ansaldo Energia S.P.A. or an alternative

buyer approved by the Division. On December 21, 2015, the court entered the final judgment.

The Division and the European Commission cooperated closely throughout the course of their

respective investigations of the transaction.

In United States v. Cox Enterprises, Inc., Cox Automotive, Inc., and Dealertrack

Technologies, Inc., 30 the Division challenged Cox Enterprises, Inc.’s proposed acquisition of

United States v. AB Electrolux, Electrolux North America, Inc., and General Electric Company, No. 1:15-cv01039 (D.D.C. filed Jul. 1, 2015).

United States v. Entercom Communications Corp. and Lincoln Financial Media Company, No. 1:15-cv-01119-RC

(D.D.C. filed Jul. 14, 2015).

United States v. General Electric Company, Alstom S.A., and Power Systems Mfg., LLC, No. 1:15-cv-01460-RMC

(D.D.C. filed Sept. 8, 2015).

United States v. Cox Enterprises, Inc., Cox Automotive, Inc., and Dealertrack Technologies, Inc., No. 1:15-cv01583-TFH (D.D.C. filed Sept. 29, 2015).

Dealertrack Technologies, Inc. The complaint alleged that the transaction, as originally

proposed, would eliminate the head-to-head competition among the parties in the development,

marketing, and sale of full-featured inventory management solutions (“IMSs”) to automotive

dealerships in the United States, resulting in higher prices and lower quality for dealership

consumers. IMSs use algorithms and other sophisticated analytics to assist automotive

dealerships in managing their inventories. Cox and Dealertrack were the two leading providers

of full-featured IMSs in the United States. A proposed final judgment, filed simultaneously with

the complaint, required Cox to divest Dealertrack’s automobile dealership full-featured IMS

business to DealerSocket Inc., or to another buyer approved by the Division. The final judgment

also requires defendants to enable the continuing exchange of data and content between the

divested IMS business and other data sources, Internet sites, and automotive solutions that they

control and prevents the defendants from unreasonably using their ownership interest in Chrome

Data Solutions, LP, a company that compiles and licenses vehicle information data used by IMSs

and other solutions and websites. On January 21, 2016, the court entered the final judgment.

Finally, in United States and State of New York v. Twin America, LLC, Coach USA Inc.,

International Bus Services, Inc., CitySights LLC, and City Sights Twin, LLC,31 the Division

reached a settlement with the parties that was filed on March 16, 2015 and entered by the court

on November 17, 2015. In that case, the Department of Justice and New York State Attorney

General alleged that a tour bus joint venture (known as Twin America LLC) formed by Coach

USA Inc. and City Sights LLC resulted in higher prices for hop-on, hop-off bus tours in New

York City. The final judgment required the defendants to relinquish all of City Sights’

Manhattan bus stop authorizations and disgorge $7.5 million in ill-gotten profits that the

defendants obtained by operating Twin America in violation of the antitrust laws.

The Federal Trade Commission

In Verisk Analytics/EagleView Technology, 32 the Commission issued an administrative

complaint and authorized staff to seek a temporary restraining order and preliminary injunction

in federal district court enjoining Verisk Analytics, Inc.’s proposed $650 million acquisition of

EagleView Technology Corporation. The Commission alleged that the acquisition would likely

have reduced competition and result in a virtual monopoly in the U.S. market for rooftop aerial

measurement products used by the insurance industry to assess property claims. EagleView was

the dominant competitor, serving most of the top 25 insurance carriers. Verisk offered two roof

measurement products, which together posed the only meaningful competition to EagleView.

Absent the acquisition, Verisk was in the best position to continue competing with EagleView.

The complaint also alleged that the proposed acquisition would eliminate the close competition

created by Verisk’s efforts to gather its own higher-quality aerial imagery, to provide more

accurate rooftop aerial measurements, and to make other improvements to its product line.

United States and State of New York v. Twin America, LLC, Coach USA Inc., International Bus Services, Inc.,

CitySights LLC, and City Sights Twin, LLC, No. 1:12-cv-08989 (S.D.N.Y. filed Dec. 11, 2012). See HSR Annual

Report, Fiscal Year 2013 for further description of this case.

In the Matter of Verisk/EagleView, FTC Dkt. No. 9363 (compl. filed Dec. 16, 2014), available at

https://www.ftc.gov/enforcement/cases-proceedings/141-0085/veriskeagleview-matter.

Shortly after the Commission filed its administrative complaint, the parties abandoned the

transaction.

In Sysco/USF Holding,33 the Commission filed an administrative complaint challenging

Sysco Corporation’s proposed $8.2 billion acquisition of rival broadline foodservice distributor

US Foods, Inc. The Commission’s administrative complaint alleged that the proposed merger of

Sysco and US Foods would have reduced competition significantly, both nationwide and in 32

local markets for broadline foodservice distribution services and harm customers such as

restaurants, hospitals, hotels, and schools. The Commission also charged that the proposed sale

of 11 US Foods distribution centers to Performance Food Group (“PFG”) would neither enable

PFG to replace US Foods as a competitor nor counteract the significant competitive harm caused

by the merger. The Commission also authorized staff to seek a temporary restraining order and

preliminary injunction in federal court. The attorneys general from California, Illinois, Iowa,

Maryland, Minnesota, Nebraska, Ohio, Virginia, Pennsylvania, Tennessee, and the District of

Columbia joined the Commission’s complaint. On June 23, 2015, the U.S. District Court for the

District of Columbia granted a preliminary injunction. Shortly thereafter, Sysco and US Foods

abandoned their proposed merger, and the Commission dismissed its administrative complaint.

In Steris/Synergy Health, 34 the Commission issued an administrative complaint and

authorized staff to seek a temporary restraining order and preliminary injunction in federal court

enjoining Steris Corporation’s proposed $1.9 billion acquisition of Synergy Health plc. The

Commission alleged that the transaction would significantly reduce competition in regional

markets for sterilization of products using radiation, particularly gamma or x-ray radiation. It

also alleged that new competitors in the market for contract radiation sterilization services would

be unlikely to replicate the competition that the merger would eliminate. On September 25,

2015, the U.S. District Court for the Northern District of Ohio denied the Commission’s motion

for a preliminary injunction. On October 30, 2015, the Commission dismissed the

administrative complaint.

The Commission also accepted for public comment and finalized consent orders in the

following 17 merger matters.

In Surgery Partners/Symbion Holdings,35 the Commission challenged the $792

million acquisition by Surgery Center Holdings (“Surgery Partners”) of Symbion

Holdings Corporation. Both companies operated ambulatory surgery centers located

throughout the United States that sell and provide outpatient surgical services

In the Matter of Sysco Corp., USF Holding Corp. and US Foods, Inc., FTC Dkt. 9364 (final order issued June 30,

2015), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0067/syscousf-holdingus-foods-matter;

FTC v. Sysco, USF Holding Corp., and US Foods, Inc., Case No. 1:15-cv-00256(APM) (D.D.C.), available at

https://www.ftc.gov/enforcement/cases-proceedings/ftc-v-sysco-usf-holding-corp-us-foods-inc.

In the Matter of Steris Corp. and Synergy Health plc, FTC Dkt. 9365 (final order issued on Oct. 30, 2015),

available at https://www.ftc.gov/enforcement/cases-proceedings/151-0032/sterissynergy-health-matter; FTC v.

Steris/Synergy Health, Case No. 1:15 cv 1080(DAP) (N.D. Ohio), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0032/ftc-v-sterissynergy-health.

In the Matter of H.I.G. Bayside Debt & LBO Fund II, L.P., and Crestview Partners, L.P., FTC Dkt. No. C-4494

(final order issued Dec. 24, 2014), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0183-c4494/hig-bayside-debt-et-al.

to commercial health plans and commercially insured patients. As proposed, the transaction

would likely have reduced competition in the Orange City/Deltona area of Florida by

combining the only two multi-specialty ambulatory surgical centers, and would have left

commercial health plans and commercially insured patients with only one meaningful

alternative to Surgery Partners’ outpatient surgical services. To remedy these concerns and

maintain competition, the Commission issued a consent order requiring Surgery Partners to

divest Symbion’s ambulatory surgery center in Orange City, Florida to Dr. Mark W. Hollmann.

Following a public comment period, the Commission approved the final order on December

24, 2014.

In Novartis AG/GlaxoSmithKline,36 the Commission challenged Novartis and

GlaxoSmithKline’s consumer health care products joint venture. Both companies marketed and

sold nicotine replacement therapy patches. Under the terms of the proposed joint venture

agreement, GlaxoSmithKline would have controlled the joint venture and contributed, among

other products, its nicotine patch, Nicoderm CQ. Novartis would have controlled a 36.5%

interest in the joint venture, and would continue to market and sell its nicotine patch, Habitrol.

As proposed, the transaction would likely have reduced competition and led to higher prices for

both branded and private label nicotine patches. The Commission’s complaint alleged that

Novartis and GlaxoSmithKline are the only companies that market branded nicotine patches in

the United States, and two of only three companies that supply private label patches to retailers.

The Commission also alleged that potential competitors would find it difficult, expensive, and

time-consuming to develop new patch products and secure FDA approval, reinforcing the

substantial competitive concerns. To remedy these concerns and maintain competition, the

Commission issued a consent requiring Novartis to divest Habitrol, as well as its private-label

patch business, to Dr. Reddy’s Laboratories SA. Following a public comment period, the

Commission approved the final order on January 20, 2015.

Separately, the Commission challenged Novartis’s $16 billion acquisition of

GlaxoSmithKline’s portfolio of cancer-treatment drugs. According to the Commission’s

complaint, Novartis and GlaxoSmithKline were two of a small number of companies with either

a BRAF or MEK inhibitor currently on the market or in development, and two of only three

companies marketing or developing a BRAF/MEK combination product to treat melanoma. If

the parties consummated the acquisition as proposed, Novartis would likely have delayed or

terminated development of its BRAF and MEK inhibitors, as well as the combination product,

likely resulting in higher prices for consumers and depriving them of potentially superior

products. To remedy these concerns and maintain competition, the Commission issued a consent

requiring Novartis to divest all assets related to its BRAF and MEK inhibitor drugs and products

in development to Array BioPharma. Following a public comment period, the Commission

approved the final order on April 8, 2015.

In the Matter of Novartis AG and GlaxoSmithKline plc, FTC Dkt. Nos. C-4510 & C-4498 (final orders issued Jan.

20, 2015 and Apr. 8, 2015), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0141-c-4510-c4498/novartis-ag-matter-glaxosmithkline.

In Covidien/Medtronic,37 the Commission challenged Medtronic, Inc.’s $42.9 billion

acquisition of Covidien plc. Medtronic and Covidien were developing drug-coated balloon

catheters to compete with C.R. Bard, Inc. In the United States, C.R. Bard was the only company

that supplied these products, which are used to treat peripheral artery disease. The

Commission’s complaint alleged that since Medtronic’s and Covidien’s drug-coated balloon

catheter products were the only such products in clinical trials in the FDA approval process, it

was unlikely that other competitors would enter the market in time to counteract the effects of

the acquisition. To remedy these concerns and maintain competition, the Commission issued a

consent requiring Medtronic to divest Covidien’s drug-coated balloon catheter business to

Spectranetics Corporation. Following a public comment period, the Commission approved the

final order on January 21, 2015.

In Eli Lilly/Novartis AG,38 the Commission challenged Eli Lilly and Company’s $5.4

billion acquisition of Novartis Animal Health. Eli Lilly’s Trifexis and Novartis Animal Health’s

Sentinel products for treating heartworm disease in dogs are particularly close substitutes

because they are the only two products given orally once a month, they contain the same active

ingredient, and they also treat fleas and other internal parasites in dogs. As proposed, the

transaction likely would have reduced competition and led to higher prices. To remedy these

concerns and maintain competition, the Commission issued a consent requiring Eli Lilly to divest

its Sentinel product line of medications related to heartworm disease to Virbac S.A. Following a

public comment period, the Commission approved the final order on March 4, 2015.

In Cerberus/Safeway,39 the Commission challenged Cerberus’s proposed $9.2 billion

acquisition of Safeway Inc. Albertson’s, which is owned by Cerberus, operated 1,075

supermarkets in 28 states. Safeway owned 1,332 supermarkets in 19 states and Washington DC.

As proposed, the transaction would likely have reduced competition in 130 local markets in

Arizona, California, Montana, Nevada, Oregon, Texas, Washington, and Wyoming through

higher prices, lower quality, and reduced service levels. To resolve these concerns, the

Commission issued a consent order that required Albertson’s to sell 168 supermarkets. Haggen

Holdings, LLC acquired 146 Albertsons and Safeway stores located in Arizona, California,

Nevada, Oregon, and Washington. Supervalu Inc. acquired two Albertsons stores in

Washington. Associated Wholesale Grocers, Inc. acquired 12 Albertsons and Safeway stores in

Texas. Associated Food Stores Inc. acquired eight Albertsons and Safeway stores in Montana

and Wyoming. Following a public comment period, the Commission approved the final order on

July 2, 2015.

In the Matter of Medtronic, Inc. and Covidien plc, FTC Dkt. No. C-4503 (final order issued on Jan. 21, 2015),

available at https://www.ftc.gov/enforcement/cases-proceedings/141-0187/medtronic-inc-covidien-plc-matter.

In the Matter of Eli Lilly and Company and Novartis AG, FTC Dkt. No. C-4500 (final order issued on Mar. 4,

2015), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0142/eli-lilly-company-novartis-agmatter.

In the Matter of Cerberus Institutional Partners V, LP., AB Acquisition LLC, and Safeway Inc., FTC Dkt. No. C4504 (final order issued on July 2, 2015), available at https://www.ftc.gov/enforcement/cases-proceedings/1410108/cerberus-institutional-partners-v-lp-ab-acquisition-llc.

In Sun Pharmaceutical Industries/Ranbaxy Laboratories,40 the Commission challenged

Sun Pharmaceutical Industries Ltd.’s $4 billion acquisition of Ranbaxy Laboratories Ltd. The

Commission’s complaint alleged that the proposed merger would likely have harmed future

competition for the sale of generic minocycline tablets by reducing the number of suppliers in

the United States for three dosage strengths. Generic minocycline tablets are used to treat

bacterial infections, including pneumonia, acne, and urinary tract infections. Ranbaxy was one

of three suppliers, while Sun was one of a limited number of firms likely to sell generic

minocycline tablets in the United States in the near future, which would likely have resulted in

lower prices for these drugs. To remedy these concerns and maintain competition, the

Commission issued a consent requiring Sun and Ranbaxy to divest Ranbaxy’s interests in

generic minocycline tablets to Torrent Pharmaceuticals Ltd. Torrent also acquired Ranbaxy’s

generic minocycline capsule assets, to enable it to achieve regulatory approval for a change in

ingredient suppliers for its minocycline tablets. In addition, Sun and Ranbaxy were required to

supply generic minocycline tablets and capsules to Torrent until the company established its

own manufacturing infrastructure. Following a public comment period, the Commission

approved the final order on March 20, 2015.

In Impax Laboratories/Tower Holdings,41 the Commission challenged Impax

Laboratories, Inc.’s proposed $700 million acquisition of CorePharma LLC. The

Commission’s complaint alleged that the acquisition as proposed would likely have reduced

the number of future suppliers in the markets for generic pilocarpine tablets, which are used to

treat dry mouth, and generic ursodiol tablets, which are used to treat biliary cirrhosis, as well as

gall bladder diseases. The Commission found that there were only two suppliers in the market

for generic pilocarpine tablets, and Impax and CorePharma were the only likely new entrants in

the near future. In the market for generic ursodiol tablets, there were four suppliers, including

Impax, and CorePharma was one of a limited number of firms likely to enter the generic

ursodiol market in the near future. To remedy these concerns and maintain competition, the

Commission issued a consent requiring Impax and CorePharma to divest all of CorePharma’s

rights and assets to generic pilocarpine tablets and generic ursodiol tablets to Perrigo Company

plc. Following a public comment period, the Commission approved the final order on April 27,

2015.

In Par Petroleum/Mid Pac Petroleum, 42 the Commission challenged Par Petroleum

Corporation’s proposed $107 million acquisition of Koko’oha Investments, Inc.’s whollyowned subsidiary Mid Pac Petroleum, LLC. The Commission’s complaint alleged that the

proposed merger would have reduced competition and led to higher prices for bulk supply of

Hawaii-grade gasoline blendstock, ultimately increasing gasoline prices for Hawaii consumers.

Par and Chevron were the only two local refiners of this blendstock, with Mid Pac and Aloha

Petroleum Ltd. having to import the blendstock. Per the proposed acquisition, Par would have

In the Matter of Sun Pharmaceutical Industries Ltd., Ranbaxy Laboratories Ltd., and Daiichi Sankyo Co., Ltd.,

FTC Dkt. No. C-4506 (final order issued on Mar. 20, 2015), available at https://www.ftc.gov/enforcement/casesproceedings/141-0134/sun-pharmaceutical-industries-ltd-et-al-matter.

In the Matter of Impax Laboratories, Inc., RoundTable Healthcare Partners II, L.P., and Tower Holdings, Inc., a

corporation, FTC Dkt. No. C-4511 (final order issued on Apr. 27, 2015), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0011-c-4511/impax-laboratories-inc-et-al-matter.

In the Matter of Par Petroleum Corp. and Mid Pac Petroleum, LLC, FTC Dkt. No. C-4522 (final order issued on

May 15, 2015), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0171/par-petroleummid-pacpetroleum-matter.

gained Mid Pac’s rights to Aloha’s Barbers Point terminal, which Par did not need for

importation because it produced its own blendstock. Par could, however, exercise those terminal

rights in a manner that impaired Aloha’s use of its terminal. If Par were to hamper Aloha’s

import capability, it would weaken Aloha’s ability to negotiate lower bulk supply prices from

Par and Chevron, and thus reduce Aloha’s ability to compete effectively in the bulk supply

market. Potential new competitors would be unable to deter or counteract the anticompetitive

effects of the acquisition. To remedy these concerns and maintain competition, the Commission

issued a consent order requiring Par to terminate its storage rights at the Barbers Point terminal

and terminate the throughput rights it acquired from Mid Pac within five days after the merger

was completed. Par retained rights to load a limited number of tanker trucks at the Barbers

Point terminal; it must obtain prior FTC approval to modify these rights or enter into any new

agreement at the Barbers Point terminal. Following a public comment period, the Commission

approved the final order on May 15, 2015.

In Lafarge S.A./Holcim,43 the Commission, working closely with other international

competition authorities, challenged Lafarge S.A.’s and Holcim Ltd.’s proposed $25 billion

merger, which would have created the world’s largest cement manufacturer. The Commission’s

complaint alleged that the merger would have harmed competition in 12 regional markets for

portland cement, an essential ingredient in making concrete, and in two additional regional

markets for slag cement, a specialty cement used for making more durable concrete structures.

Markets were found to be regional due to the high transportation costs for this heavy and

relatively cheap product. To remedy these concerns and maintain competition, the Commission

issued a consent requiring Holcim and Lafarge to divest plants, terminals, and a quarry to an

affiliate of CRH International. Following a public comment period, the Commission approved

the final order on June 16, 2015.

In Zeppelin Foundation Friedrichshafen/TRW Automotive Holdings, 44 the Commission

challenged ZF Friedrichshafen AG’s $12.4 billion proposed acquisition of TRW Automotive

Holdings Corp. ZF Friedrichshafen and TRW were two of the world’s largest auto parts

suppliers, and according to the Commission’s complaint, the proposed transaction would have

harmed competition in the North American market for heavy vehicle tie rods. To remedy these

concerns and maintain competition, the Commission issued a consent requiring ZF

Friedrichshafen and TRW to divest TRW’s linkage and suspension business for heavy and

light vehicles (which includes heavy vehicle tie rods) in North America and Europe. The

divested business included five manufacturing plants in Michigan, Canada, the Czech

Republic, and Germany, as well as leased space in a research and development lab in Germany.

Following a public comment period, the Commission approved the final order on June 18,

2015.

In Reynolds American/Lorillard,45 the Commission challenged the proposed $27.4 billion

merger of Reynolds American Inc. and Lorillard Inc. Reynolds marketed two of the best-selling

In the Matter of Holcim Ltd., and Lafarge S.A. FTC Dkt. No. C-4519 (final order issued June 16, 2015), available

at https://www.ftc.gov/enforcement/cases-proceedings/141-0129/holcim-ltd-lafarge-sa-matter.

In the Matter of ZF Friedrichshafen AG and TRW Automotive Holdings Corp., FTC Dkt. No. C-4520 (final order

issued on June 18, 2015), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0235/zffriedrichshafen-trw-automotive-matter.

In the Matter of Reynolds American Inc. and Lorillard, Inc., FTC Dkt. No. C-4533 (final order issued on July 31,

2015), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0168/reynolds-american-inc-lorillardinc-matter.

cigarettes in the United States, Camel and Pall Mall, as well as Winston, Kool, and Salem.

Lorillard’s flagship brand, Newport, was the best-selling menthol cigarette in the United States,

which it marketed along with Maverick and other brands. Reynolds and Lorillard were the

second- and third-largest U.S. cigarette makers, behind industry leader Altria Group Inc., which

sells Marlboro cigarettes. The Commission’s complaint alleged that the proposed merger raised

significant competitive concerns by eliminating current and emergent, head-to-head competition

between Reynolds and Lorillard in the U.S. market for traditional cigarettes. It also increased

the likelihood that the merged company would unilaterally raise prices, and that coordinated

interaction would occur between Reynolds and Altria. To remedy these concerns and maintain

competition, the Commission issued a consent order requiring Reynolds and Lorillard to divest

the Winston, Kool, Salem, and Maverick brands to Imperial Tobacco Group, an international

tobacco manufacturer with a competitive presence in about 70 countries, but a comparatively

small U.S. presence. The consent also required Reynolds to divest to Imperial the Lorillard

manufacturing facilities in Greensboro, North Carolina, along with other transitional services.

Following a public comment period, the Commission approved the final order on July 31, 2015.

In Biomet/Zimmer Holdings,46 the Commission challenged Zimmer Holdings, Inc.’s

proposed $13.35 billion acquisition of Biomet Inc. as being anticompetitive in the markets for

unicondylar knee implants, total elbow implants, and bone cement. Zimmer and Biomet were

two of the only three substantial competitors in the U.S. markets for unicondylar knee implants

and total elbow implants, and two of only four significant competitors in the U.S. market for

bone cement. The Commission’s complaint alleged that the proposed acquisition would have

reduced competition in these markets. To remedy these concerns and maintain competition, the

Commission issued a consent requiring Zimmer Holdings to divest to Smith & Nephew, Inc., its

U.S. intellectual property, manufacturing technology, and existing inventory relating to its

unicondylar knee implant, and to provide transitional services to help Smith & Nephew establish

manufacturing capabilities and secure necessary FDA approvals. The order also required Biomet

to divest to DJO Global, Inc. its U.S. intellectual property, manufacturing technology, and

existing inventory relating to its total elbow implant and bone cement products. Following a

public comment period, the Commission approved the final order on August 20, 2015.

In Dollar Tree/Family Dollar,47 the Commission challenged Dollar Tree, Inc.’s proposed

$9.2 billion acquisition of Family Dollar Stores, Inc. Dollar Tree and Family Dollar sell deeply

discounted general merchandise items, such as food, home products, apparel and accessories, at

prices below $10 (for “Dollar Tree” stores, all items are priced at $1.00 or less). Their stores

competed head-to-head in terms of price, product assortment, and quality, as well as location

and customer service in local markets. The Commission identified 330 stores in local markets in

35 states where competition would be lost if the acquisition went forward as proposed. A large

number of offices of state attorney general participated in the investigation, with Maine acting as

the coordinating state. To remedy these concerns and maintain competition, the Commission

issued a consent requiring Dollar Tree and Family Dollar to sell 330 Family Dollar stores to a

In the Matter of Zimmer Holdings, Inc., LVB Acquisition, Inc. and Biomet, Inc., FTC Dkt. No. 4534 (final order

issued on Aug. 20, 2015), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0144/zimmerholdings-inc-biomet-inc.

In the Matter of Dollar Tree, Inc. and Family Dollar Stores, Inc., FTC Dkt. No. C-4530 (final order issued on

Sept. 17, 2015), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0207/dollar-tree-incfamilydollar-stores-inc.

private equity firm, Sycamore Partners. Following a public comment period, the

Commission approved the final order on September 17, 2015.

In Pfizer/Hospira,48 the Commission challenged Pfizer Inc.’s proposed $16 billion

acquisition of Hospira, Inc. The Commission’s complaint alleged that Pfizer principally

competes with Hospira for certain sterile injectable pharmaceutical products and that the merger

would have eliminated this competition and harmed consumers. For generic acetylcysteine

inhalation solution, which is used to treat respiratory disorders, Pfizer and Hospira were two of

three competing suppliers in the United States. For clindamycin phosphate injection, which is

used to treat lung, skin, blood, bone, joint, and gynecological infections, Pfizer and Hospira were

three of four competing suppliers in the United States. For voriconazole injection, which is used

to treat significant fungal infections, Pfizer’s branded voriconazole injection Vfend competed

with one generic version, with Hospira expecting FDA approval for its voriconazole injection

drug in May 2016. For melphalan hydrochloride injection, which is a chemotherapy agent,

Pfizer and Hospira both had generic versions under development, which were poised to compete

with a branded and generic version currently being sold. Without divestitures, the merger would

have eliminated one of a limited number of current or likely competitors in the U.S. markets for

these four drugs. To remedy these concerns and maintain competition, the Commission issued a

consent requiring Pfizer to divest to Alvogen Group Inc. the rights and assets related to Pfizer’s

generic acetylcysteine inhalation solution, Hospira’s clindamycin phosphate injection, Hospira’s

voriconazole injection and Hospira’s melphalan hydrochloride injection. Following a public

comment period, the Commission approved the final order on October 19, 2015.

In Endo International/Par Pharmaceutical,49 the Commission challenged Endo

International plc’s proposed $8 billion acquisition of Par Pharmaceuticals, Inc. The

Commission’s complaint alleged that the acquisition would combine the two most significant

suppliers in the market for generic glycopyrrolate tablets, which are used with other drugs to

treat certain types of ulcers, and two of only four active suppliers in the market for generic

methimazole tablets, which are used to treat the body’s production of excess thyroid hormone.

To remedy these concerns and maintain competition, the Commission issued a consent requiring

Endo and Par to divest to Rising Pharmaceuticals all of Endo’s rights and assets to generic

glycopyrrolate tablets and generic methimazole tablets. Following a public comment period,

the Commission approved the final order on November 18, 2015.

In Wright Medical Group/Tornier, 50 the Commission challenged Wright Medical Group,

Inc.’s proposed $3.3 billion merger with Tornier N.V. Wright is a global orthopedic device

company. Tornier develops and markets orthopedic products for use in the upper and lower

extremity joints, sports medicine, and biologics. The Commission’s complaint alleged that the

merger would substantially lessen competition in the U.S. markets for total ankle replacements

and total silastic toe joint replacements. To remedy these concerns and maintain competition, the

In the Matter of Pfizer Inc. and Hospira, Inc., FTC Dkt. No. C-4537 (final order issued on Oct. 19, 2015),

available at https://www.ftc.gov/enforcement/cases-proceedings/151-0074/pfizer-inchospira-inc.

In the Matter of Endo International plc, FTC Dkt. No. C-4539 (final order issued on Nov. 18, 2015), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0137/endo-international-plc.

In the Matter of Wright Medical Group, Inc., and Tornier N.V., FTC Dkt. No. C-4559 (final order issued on Nov.

17, 2015), available at https://www.ftc.gov/enforcement/cases-proceedings/151-0018/wright-medical-groupinctornier-nv.

Commission issued a consent requiring Wright and Tornier to sell Tornier’s U.S. rights and

assets (related to its total ankle replacements and total silastic toe joint replacements) to

Integra Lifesciences Corporation . Following a public comment period, the Commission

approved the final order on November 17, 2015.

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 previous annual reports, the HSR program ensures that the antitrust agencies review

virtually every relatively large merger or acquisition that affects U.S. consumers prior to its

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 those relatively large mergers that are likely to harm consumers

before injury can arise. Prior to the premerger notification program, businesses could, and often

did, consummate transactions that raised significant antitrust concerns before the agencies had an

opportunity to consider adequately their competitive effects. This practice forced the agencies to

engage in lengthy post-acquisition litigation, during the course of which the transaction’s

anticompetitive effects continued to harm consumers, and if effective post-acquisition relief was

not practicable persistent consumer harm. Because the premerger notification program requires

reporting before consummation, the agencies’ ability to obtain timely, effective relief to prevent

anticompetitive effects has vastly improved.

The antitrust enforcement agencies regularly examine the premerger notification

program’s effectiveness and impact, and continually seek ways to speed up and improve the

review process and minimize regulatory burdens. Thus, as they have in the past, 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 their ability

to investigate and interdict proposed transactions that may substantially lessen competition.

LIST OF APPENDICES

Appendix A: Summary of Transactions, Fiscal Years 2006 - 2015

Appendix B: Number of Transactions Reported and Filings Received by Month for Fiscal

Years 2006 - 2015

LIST OF EXHIBITS

Exhibit A:

Statistical Tables for Fiscal Year 2015 – Data Profiling Hart-Scott-Rodino

Notification Filings and Enforcement Interests

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 2006 – 2015

APPENDIX A

SUMMARY OF TRANSACTIONS BY FISCAL YEAR

2006

2007

2008

2009

2010

Transactions Reported

1,768

2,201 1,726

716

1,166 1,450 1,429 1,326 1,663 1,801

Filings Received1

3,510

4,378 3,455 1,411 2,318 2,882 2,829 2,628 3,307 3,585

1,746

2,108 1,656

684

1,128 1,414 1,400 1,286 1,618 1,754

1.6%

1.5%

1.3%

2.2%

1.8%

1.7%

1.4%

1.9%

1.1%

1.0%

1.5%

1.2%

2.3%

2.0%

2.2%

2.1%

1.7%

1.3%

1.5%

1,468

1,840 1,385

575

953

1,157 1,094

990

1,274 1,366

Granted5

1,098

1,402 1,021

396

704

888

902

797

1,020 1,086

Not Granted5

370

438

179

249

269

192

193

254

Adjusted Transactions In Which A

Second Request Could Have Been

Issued2

Investigations in Which Second Requests

Were Issued

FTC3

Percent4

DOJ3

Percent4

Transactions Involving a Request For

Early Termination5

364

2011

2012

2013

2014

2015

280

Note: The data for FY 2006 – FY 2007 “Filings Received” reflect corrections to some prior Annual reports to account for a coding error. Additionally, the data for FY 2010 and FY

2011 reflect corrections to some prior annual reports and the DOJ number of investigations in which second requests were issued and the percentage of transactions in which second

requests were issued by DOJ.

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 Section 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 Sections 7A (c)(6) and 7A(c)(8) of the Act;

(3) transactions which were found to be non-reportable; and (4) transactions withdrawn before the waiting period began. 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 one threshold and later filing 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 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 the statistics

presented in most of the prior annual reports.

These statistics are based on the date the Second Request was issued and 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 and not the date action was taken on the request.

APPENDIX B

NUMBER OF TRANSACTIONS REPORTED

AND

FILINGS RECEIVED BY MONTH

FOR

FISCAL YEARS 2006 - 2015

APPENDIX B

TABLE 1. NUMBER OF TRANSACTIONS REPORTED BY MONTH FOR FISCAL YEARS

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

October

130

201

158

128

122

127

124

144

November

148

189

191

135

217

169

260

159

157

December

137

151

172

108

122

January

142

143

158

104

125

118

February

124

157

119

114

140

March

150

194

131

116

111

100

128

April

125

156

128

140

131

May

158

250

150

108

142

117

157

152

June

172

202

146

108

117

142

150

155

July

141

219

128

120

130

162

170

August

186

200

126

120

164

133

122

151

216

September

155

139

119

120

100

120

103

173

168

TOTAL

1,768

2,201

1,726

716

1,166

1,450

1,429

1,326

1,663

1,801

APPENDIX B

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

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

October

261

401

319

185

146

252

242

255

247

289

November

311

376

380

165

242

422

332

511

325

322

December

260

294

343

177

193

188

180

211

239

January

279

288

316

126

188

203

151

244

February

257

317

246

116

157

185

169

236

257

March

309

381

242

232

195

215

172

195

252

April

270

312

272

119

182

190

193

151

271

265

May

300

481

294

114

216

284

231

228

315

305

June

346

403

293

213

231

275

181

304

322

July

255

441

259

121

187

240

269

186

323

327

August

367

396

251

149

238

329

259

240

292

425

September

295

288

240

159

243

201

237

204

344

338

TOTAL

3,510

4,378

3,455

1,411

2,318

2,882

2,829

2,628

3,307

3,585

Note: The data for FY 2006 – FY 2007 “Filings Received” reflect corrections to some prior Annual reports to account for a coding error.

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 7A(c)(6) and (c)(8) of the Clayton Act.

EXHIBIT A

STATISTICAL TABLES

FOR

FISCAL YEAR 2015

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTERESTS

TABLE I

FISCAL YEAR 2015 1

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

TRANSACTION RANGE

GROUP

NUMBER

PERCENT OF

TRANSACTION RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

50M - 100M 5

176

10.0%

6.3%

4.0%

10.2%

0.0%

100M - 150M 5

300

17.1%

5.3%

3.3%

8.7%

0.0%

1.3%

150M - 200M 5

225

12.8%

8.0%

0.9%

8.9%

0.4%

0.9%

200M - 300M 5

223

12.7%

8.1%

3.6%

11.7%

0.0%

0.9%

300M - 500M 5

242

13.8%

12.0%

2.1%

14.0%

0.8%

0.4%

1.2%

500M - 1000M5

329

18.8%

10.6%

4.0%

14.6%

1.2%

0.3%

1.5%

Over 1000M 5

259

14.8%

20.1%

13.1%

33.2%

5.0%

6.9%

12.0%

ALL TRANSACTIONS

1,754

100.0%

179

10.2%

4.5%

14.7%

1.1%

1.5%

2.7%

TABLE II

FISCAL YEAR 2015 1

ACQUISITIONS BY SIZE OF TRANSACTION (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

SECOND REQUEST INVESTIGATIONS 3

PERCENTAGE OF

TOTAL NUMBER OF

CLEARANCES

NUMBER

PERCENTAGE OF

TOTAL NUMBER OF

SECOND REQUESTS

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

LESS THAN 50M 5

0.0%

LESS THAN 100M 5

176

10.0%

4.3%

2.7%

7.0%

0.0%

LESS THAN 150M 5

476

27.1%

10.5%

6.6%

17.1%

0.0%

8.5%

LESS THAN 200M 5

701

40.0%

17.4%

7.4%

24.8%

2.1%

10.6%

12.8%

LESS THAN 300M 5

924

52.7%

24.4%

10.5%

34.9%

2.1%

14.9%

17.0%

LESS THAN 500M 5

1,166

66.5%

35.7%

12.4%

48.1%

6.4%

17.0%

23.4%

LESS THAN 1000M 5

1,485

84.7%

124

48.1%

17.1%

65.1%

12.8%

19.1%

31.9%

ALL TRANSACTIONS

1,754

179

69.4%

30.6%

100.0%

42.6%

57.4%

100.0%

TABLE III

FISCAL YEAR 2015 1

TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY

CLEARANCE GRANTED AS A PERCENTAGE OF:

CLEARANCES

GRANTED TO

AGENCY

TRANSACTION RANGE

($MILLIONS)

TRANSACTIONS IN EACH

TRANSACTION RANGE

GROUP

TOTAL NUMBER

OF CLEARANCES

PER AGENCY

TOTAL NUMBER OF

CLEARANCES

GRANTED

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

50M - 100M 5

6.3%

4.0%

10.2%

6.1%

8.9%

4.3%

2.7%

7.0%

100M - 150M 5

5.3%

3.3%

8.7%

8.9%

12.7%

6.2%

3.9%

10.1%

150M - 200M 5

8.0%

0.9%

8.9%

10.1%

2.5%

7.0%

0.8%

7.8%

200M - 300M 5

8.1%

3.6%

11.7%

10.1%

7.0%

3.1%

10.1%

300M - 500M 5

12.0%

2.1%

14.0%

16.2%

6.3%

11.2%

1.9%

13.2%

500M - 1000M5

10.6%

4.0%

14.6%

19.6%

16.5%

13.6%

5.0%

18.6%

Over 1000M 5

20.1%

13.1%

33.2%

29.1%

43.0%

20.2%

13.2%

33.3%

ALL TRANSACTIONS

179

258

10.2%

4.5%

14.7%

100.0%

69.4%

30.6%

100.0%

TABLE IV

FISCAL YEAR 2015 1

TRANSACTIONS IN WHICH SECOND REQUESTS WERE ISSUED

TRANSACTION RANGE

($MILLIONS)

INVESTIGATIONS IN

WHICH A SECOND

REQUEST WAS

ISSUED 3

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:

TOTAL NUMBER OF

TRANSACTIONS

TRANSACTIONS IN

EACH TRANSACTION

RANGE GROUP

TOTAL NUMBER OF

SECOND REQUEST

INVESTIGATIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

50M - 100M 5

0.0%

100M - 150M 5

0.0%

0.2%

0.0%

1.3%

0.0%

8.5%

150M - 200M 5

0.1%

0.4%

0.9%

2.1%

4.3%

200M - 300M 5

0.0%

0.1%

0.0%

0.9%

0.0%

4.3%

300M - 500M 5

0.1%

0.2%

0.8%

0.4%

1.2%

4.3%

2.1%

6.4%

500M - 1000M5

0.2%

0.1%

0.3%

1.2%

0.3%

1.5%

8.5%

2.1%

10.6%

Over 1000M 5

0.7%

1.0%

1.8%

5.0%

6.9%

12.0%

27.7%

38.3%

66.0%

ALL TRANSACTIONS

1.1%

1.5%

2.7%

1.1%

1.5%

2.7%

42.6%

57.4%

100.0%

TABLE V

FISCAL YEAR 2015 1

ACQUISITIONS BY REPORTING THRESHOLD

HSR TRANSACTIONS

CLEARANCE GRANTED TO FTC OR DOJ

THRESHOLD 6

NUMBER

PERCENT

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

THRESHOLD GROUP

NUMBER

PERCENT OF

THRESHOLD GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

$50M (as adjusted)

116

6.6%

2.6%

3.4%

6.0%

0.0%

0.9%

$100M (as adjusted)

169

9.6%

4.1%

2.4%

6.5%

0.0%

$500M (as adjusted)

2.9%

6.0%

8.0%

14.0%

0.0%

2.0%

ASSETS ONLY

562

32.0%

11.7%

3.0%

14.8%

0.9%

0.7%

1.6%

25%

0.2%

0.0%

50%

830

47.3%

11.7%

6.0%

17.7%

1.8%

2.5%

4.3%

N/A

1.3%

13.0%

0.0%

13.0%

0.0%

ALL TRANSACTIONS

1,754

100.0%

179

10.2%

4.5%

14.7%

1.1%

1.5%

2.7%

TABLE VI

FISCAL YEAR 2015 1

TRANSACTION BY ASSETS OF ACQUIRING PERSON

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

ASSET RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

200

11.4%

2.0%

1.0%

3.0%

0.5%

0.0%

0.5%

50M - 100M

1.7%

3.4%

6.9%

10.3%

0.0%

100M - 150M

1.0%

5.9%

0.0%

5.9%

0.0%

150M - 200M

2.5%

9.1%

0.0%

9.1%

0.0%

200M - 300M

3.5%

1.6%

4.8%

6.5%

0.0%

1.6%

300M - 500M

105

6.0%

4.8%

9.5%

1.9%

3.8%

500M - 1000M

144

8.2%

3.5%

2.8%

6.3%

0.7%

1.4%

2.1%

Over 1000M

1,153

65.7%

158

13.7%

5.5%

19.2%

1.4%

1.9%

3.3%

ALL TRANSACTIONS

1,754

100.0%

179

10.2%

4.5%

14.7%

1.1%

1.5%

2.7%

TABLE VII

FISCAL YEAR 2015 1

TRANSACTION BY SALES OF ACQUIRING PERSON

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

PERCENT OF

SALES RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

SALES RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

156

8.9%

3.2%

1.3%

4.5%

0.6%

0.0%

0.6%

50M - 100M

3.6%

3.2%

6.3%

0.0%

1.6%

100M - 150M

2.6%

0.0%

6.5%

0.0%

2.2%

150M - 200M

2.9%

12.0%

0.0%

12.0%

0.0%

200M - 300M

3.9%

4.3%

1.4%

5.8%

1.4%

0.0%

1.4%

300M - 500M

5.4%

6.4%

7.4%

13.8%

1.1%

4.3%

5.3%

500M - 1000M

163

9.3%

6.1%

4.3%

10.4%

0.0%

1.2%

Over 1000M

982

56.0%

146

14.9%

5.5%

20.4%

1.7%

1.9%

3.7%

Sales Not Available 7

131

7.5%

0.8%

2.3%

3.1%

0.0%

ALL TRANSACTIONS

1,754

100.0%

179

10.2%

4.5%

14.7%

1.1%

1.5%

2.7%

TABLE VIII

FISCAL YEAR 2015 1

TRANSACTION BY ASSETS OF ACQUIRED ENTITIES8

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

ASSET RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

254

14.5%

7.1%

1.6%

8.7%

0.4%

0.0%

0.4%

50M - 100M

207

11.8%

8.7%

2.4%

11.1%

0.0%

100M - 150M

137

7.8%

5.8%

2.2%

8.0%

0.0%

0.7%

150M - 200M

5.6%

5.1%

2.0%

7.1%

0.0%

1.0%

200M - 300M

137

7.8%

11.7%

3.6%

15.3%

0.7%

1.5%

2.2%

300M - 500M

131

7.5%

15.3%

2.3%

17.6%

0.8%

1.5%

500M - 1000M

132

7.5%

16.7%

4.5%

21.2%

2.3%

1.5%

3.8%

Over 1000M

424

24.2%

11.3%

7.3%

18.6%

3.3%

6.6%

Assets Not Available 8

234

13.3%

10.3%

8.5%

18.8%

0.0%

2.6%

ALL TRANSACTIONS

1,754

100.0%

179

10.2%

4.5%

14.7%

1.1%

1.5%

2.7%

TABLE IX

FISCAL YEAR 2015 1

TRANSACTION BY SALES OF ACQUIRED ENTITIES 9

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

PERCENT OF

SALES RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

SALES RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

297

16.9%

6.7%

1.7%

8.4%

0.3%

0.7%

50M - 100M

241

13.7%

5.8%

2.5%

8.3%

0.0%

0.8%

100M - 150M

163

9.3%

4.9%

9.8%

0.0%

150M - 200M

106

6.0%

9.4%

4.7%

14.2%

0.0%

1.9%

200M - 300M

140

8.0%

12.1%

2.9%

15.0%

1.4%

0.7%

2.1%

300M - 500M

154

8.8%

17.5%

4.5%

22.1%

1.3%

1.9%

3.2%

500M - 1000M

167

9.5%

11.4%

4.8%

16.2%

0.6%

3.6%

4.2%

Over 1000M

400

22.8%

11.5%

8.3%

19.8%

3.5%

2.8%

6.3%

Sales not Available 10

4.9%

20.9%

3.5%

24.4%

0.0%

1.2%

ALL TRANSACTIONS

1,754

100.0%

179

10.2%

4.5%

14.7%

1.1%

1.5%

2.7%

TABLE X

FISCAL YEAR 2015 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

% POINTS

PERCENT

CHANGE

NUMBER 4

OF TOTAL

FROM FY

2014 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.9%

0.1%

0.0%

0.1%

-0.1%

1.0%

-0.9%

Mining (except Oil and Gas)

0.4%

0.0%

213 13

Support Activities for Mining

0.7%

-0.1%

221 13

Utilities

2.1%

0.0%

237 13

Heavy and Civil Engineering Construction

0.6%

-0.1%

238 13

Specialty Trade Contractors

0.2%

-0.2%

311 13

Food and Kindred Products

2.5%

-0.5%

312 13

Beverage and Tobacco Product Manufacturing

0.6%

0.0%

314 13

Textile Products

0.2%

315 13

Apparel Manufacturing

0.2%

321 13

Wood Product Manufacturing

0.6%

0.4%

322 13

Paper Manufacturing

0.7%

0.2%

323 13

Printing and Related Support Actitivies

0.5%

-0.1%

324 13

Petroleum and Coal Products Manufacturing

1.2%

-0.4%

325 13

Chemical Manufacturing

145

8.3%

1.4%

326 13

Plastics and Rubber Manfuacturing

0.9%

-0.2%

327 13

Nonmetallic Mineral Product Manufacturing

0.2%

0.0%

000 13

Not Available

138

7.9%

111 13

Crop Production

112 13

Animal Production

113 13

Forestry and and Logging

211 13

Oil and Gas Extraction

212 13

TABLE X

FISCAL YEAR 2015 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

PERCENT

NUMBER 4

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2014 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

331 13

Primary Metal Manufacturing

0.7%

-0.3%

332 13

Fabricated Metal Product Manufacturing

1.1%

0.1%

333 13

Machinery Manufacturing

1.8%

-0.2%

334 13

Computer and Electronic Product Manufacturing

3.2%

-0.1%

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

0.6%

-0.1%

2.2%

-0.7%

339 13

Miscellaneous Manufacturing

1.8%

0.1%

423 13

Merchant Wholesalers, Durable Goods

3.6%

-0.4%

424 13

Merchant Wholesales, Nondurable Goods

5.4%

0.8%

425 13

Wholesale Electric Markets and Agent and Brokers

0.3%

0.1%

441 13

Motor Vehicle and Parts Dealers

0.7%

0.0%

443 13

Miscellaneous Repair Services

0.1%

444 13

Electronics and Appliance Stores

0.1%

0.0%

445 13

Food and Beverage Stores

0.3%

-0.1%

446 13

Health and Personal Care Stores

0.4%

0.2%

447 13

Gasoline Stations

0.3%

0.2%

448 13

Clothing and Clothing Accessories Stores

0.2%

-0.5%

451 13

Sporting Goods, Hobby, Book, and Music Stores

0.1%

0.0%

452 13

General Merchandise Stores

0.2%

0.0%

453 13

Miscellaneous Store Retailers

0.1%

0.0%

454 13

Nonstore Retailers

0.6%

-0.1%

336 13

TABLE X

FISCAL YEAR 2015 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

PERCENT

NUMBER 4

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2014 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

481 13

Air Transportation

0.1%

483 13

Water Transportation

0.2%

-0.1%

484 13

Truck Transportation

0.2%

-0.1%

485 13

Transit and Ground Transportation

0.1%

0.0%

486 13

Pipeline Transportation

0.2%

-0.3%

488 13

Support Actitivies for Transportation

0.6%

0.2%

492 13

Couriers

0.1%

0.0%

493 13

Warehousing and Storage

0.2%

511 13

Publishing Industries (except Internet)

1.8%

-0.8%

512 13

Motion Pictures and Sound Recording Industries

0.5%

0.3%

515 13

Broadcasting (except Internet)

1.0%

-0.5%

517 13

Telecommunications

2.2%

-0.6%

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

1.3%

0.1%

1.1%

0.5%

522 13

Credit Intermediation and Related Activities

1.7%

-0.2%

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

200

11.4%

0.5%

4.4%

0.6%

525 13

Funds, Trusts, and Other Financial Vehicles

2.6%

-0.2%

531 13

Real Estate

0.7%

0.1%

532 13

Rental and Leasing Services

0.8%

0.6%

533 13

Lessors of Nonfinancial Intangible Assets (except

Copyrighted Works)

0.5%

0.0%

519 13

524 13

TABLE X

FISCAL YEAR 2015 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

541 13

Professional, Scientific, and Technical Services

551 13

PERCENT

NUMBER 4

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2014 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

107

6.1%

-0.8%

Management Companies and Enterprises

0.1%

561 13

Administrative and Support Services

2.2%

0.4%

562 13

Waste Management and Remediation Services

0.5%

0.1%

611 13

Educational Services

0.5%

0.3%

621 13

Ambulatory Health Care Services

1.3%

-0.3%

622 13

Hospitals

2.4%

0.7%

623 13

Nursing Care Facilities

0.1%

-0.3%

624 13

Social Assistance

0.1%

711 13

Performing Arts, Spector Sports, and Related Industries

0.2%

0.1%

713 13

Amusement, Gambling, and Recreation Industries

0.3%

-0.2%

721 13

Accommodation

0.1%

0.0%

722 13

Food Services and Drinking Places

0.7%

0.0%

811 13

Repairs and Maintenance

0.4%

0.3%

812 13

Personal and Laundry Services

0.3%

0.1%

813 13

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

Administration of Human Resource Programs

0.2%

0.0%

0.1%

1,754

100.0%

179

258

923 13

TABLE XI

FISCAL YEAR 2015

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2014 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

000 1

Not Available

102

5.8%

0.3%

112 1

Animal Production

0.1%

113 1

Forestry and and Logging

0.1%

115 1

Support Activities for Agriculture and Forestry

0.1%

211 1

Oil and Gas Extraction

1.5%

-0.7%

212 1

Mining (except Oil and Gas)

0.7%

-0.1%

213 1

Support Activities for Mining

0.9%

-0.7%

221 1

Utilities

2.5%

-0.1%

236 1

Construction of Buildings

0.1%

237 1

Heavy and Civil Engineering Construction

0.2%

-0.2%

238 1

Specialty Trade Contractors

0.3%

-0.2%

311 1

Food and Kindred Products

3.1%

0.0%

312 1

Beverage and Tobacco Product Manufacturing

0.7%

0.2%

313 1

Textile Mills

0.2%

-0.1%

314 1

Textile Products

0.1%

316 1

Leather and Allied Product Manufacturing

0.1%

321 1

Wood Product Manufacturing

0.7%

0.4%

322 1

Paper Manufacturing

1.0%

0.4%

323 1

Printing and Related Support Actitivies

0.2%

-0.2%

324 1

Petroleum and Coal Products Manufacturing

0.2%

-0.1%

325 1

Chemical Manufacturing

115

6.6%

-0.1%

TABLE XI

FISCAL YEAR 2015

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2014 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

326 1

Plastics and Rubber Manfuacturing

1.8%

0.0%

327 1

Nonmetallic Mineral Product Manufacturing

0.5%

0.0%

331 1

Primary Metal Manufacturing

0.6%

-0.4%

332 1

Fabricated Metal Product Manufacturing

1.0%

-0.5%

333 1

Machinery Manufacturing

2.2%

-0.2%

334 1

Computer and Electronic Product Manufacturing

2.5%

-0.8%

335 1

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

1.1%

0.3%

2.6%

0.2%

337 1

Furniture and Related Product Manufacturing

0.2%

-0.1%

339 1

Miscellaneous Manufacturing

1.7%

-0.5%

423 1

Merchant Wholesalers, Durable Goods

5.1%

-0.9%

424 1

Merchant Wholesales, Nondurable Goods

5.1%

-0.1%

425 1

Wholesale Electric Markets and Agent and Brokers

0.4%

-0.2%

441 1

Motor Vehicle and Parts Dealers

0.9%

0.2%

442 1

Furniture and Home Furnishing Stores

0.7%

0.4%

443 1

Miscellaneous Repair Services

0.3%

445 1

Food and Beverage Stores

0.4%

-0.2%

446 1

Health and Personal Care Stores

0.6%

0.1%

447 1

Gasoline Stations

0.3%

0.0%

448 1

Clothing and Clothing Accessories Stores

0.5%

-0.2%

451 1

Sporting Goods, Hobby, Book, and Music Stores

0.2%

336 1

TABLE XI

FISCAL YEAR 2015

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2014 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

452 1

General Merchandise Stores

0.4%

0.0%

453 1

Miscellaneous Store Retailers

0.2%

0.0%

454 1

Nonstore Retailers

1.2%

0.2%

481 1

Air Transportation

0.1%

483 1

Water Transportation

0.3%

-0.2%

484 1

Truck Transportation

0.3%

0.0%

486 1

Pipeline Transportation

0.9%

0.4%

488 1

Support Actitivies for Transportation

0.9%

0.0%

493 1

Warehousing and Storage

0.2%

-0.2%

511 1

Publishing Industries (except Internet)

3.9%

-0.5%

512 1

Motion Pictures and Sound Recording Industries

0.7%

0.1%

515 1

Broadcasting (except Internet)

0.9%

-0.7%

517 1

Telecommunications

1.7%

-0.1%

518 1

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

3.2%

0.6%

2.2%

1.1%

522 1

Credit Intermediation and Related Activities

1.5%

0.0%

523 1

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

1.4%

-1.4%

3.6%

0.6%

525 1

Funds, Trusts, and Other Financial Vehicles

0.1%

531 1

Real Estate

0.5%

0.1%

532 1

Rental and Leasing Services

0.6%

-0.5%

519 1

524 1

TABLE XI

FISCAL YEAR 2015

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

533 1

541 1

INDUSTRY DESCRIPTION

Lessors of Nonfinancial Intangible Assets (except Copyrighted

Works)

Professional, Scientific, and Technical Services

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2014 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

0.7%

-0.3%

153

8.7%

1.1%

551 1

Management Companies and Enterprises

0.1%

0.0%

561 1

Administrative and Support Services

3.0%

1.3%

562 1

Waste Management and Remediation Services

0.5%

-0.2%

611 1

Educational Services

0.5%

0.3%

621 1

Ambulatory Health Care Services

2.7%

0.8%

622 1

Hospitals

2.2%

0.5%

623 1

Nursing Care Facilities

0.3%

-0.1%

624 1

Social Assistance

0.2%

0.0%

711 1

Performing Arts, Spector Sports, and Related Industries

0.7%

0.4%

713 1

Amusement, Gambling, and Recreation Industries

0.3%

-0.2%

721 1

Accommodation

0.5%

0.1%

722 1

Food Services and Drinking Places

0.6%

-0.4%

811 1

Repairs and Maintenance

0.1%

-0.4%

812 1

Personal and Laundry Services

0.3%

0.2%

1,754

100.0%

179

258

566

1 Fiscal year 2015 figures include transactions reported between October 1, 2014 and September 30, 2015.

2 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 2(d)(iii), 2(d)(vii), and 2(d)(ix) of the Notification and Report Form.

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

4 During fiscal year 2015, 1801 transactions were reported under the HSR Premerger Notification program. The smaller number, 1754, 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 HSR transactions resulting from a single business transaction (where there are multiple

acquiring persons or acquired persons).

5 The total number of filings under $50M submitted in Fiscal Year 2015 reflects 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 The category labeled “Sales Not Available” 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 not available when the acquired entity’s financial data is consolidated within its ultimate parent.

9 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.

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 2014 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.

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.