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DEPARTMENT OF JUSTICE

BUREAU OF COMPETITION

ANTITRUST DIVISION

hart-scott-rodino annual report

Fiscal Year 2009

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Thirty-second Annual Report)

Jon Leibowitz

Christine A. Varney

Chairman

Federal Trade Commission

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 (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 detecting transactions that were the subject

of the numerous enforcement actions brought in fiscal year 2009 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 2009, 716 transactions were reported under the HSR Act,

representing about a 59% decrease from the 1,726 transactions reported in fiscal year 2008 and

about an 85% decrease from the 4,926 transactions reported in fiscal year 2000, the last full

fiscal year under the previous reporting thresholds. 2 (See Figure 1 below.)

HSR Merger Transactions Reported

Fiscal Years 2000-2009

6,000

4,926

Number of Transactions

5,000

4,000

3,000

2,376

2,201

1,675

2,000

1,768

1,726

1,428

1,187

1,014

716

1,000

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

Fiscal year

(Figure 1)

During the year, the Commission challenged 19 transactions, including obtaining a

preliminary injunction blocking the proposed $1.4 billion merger of CCC Information Services

Inc. and Mitchell International Inc. The Commission was successful in all 18 completed actions.

In ten, the Commission obtained a consent decree. In the remaining eight cases, the parties

abandoned the deal either after the Commission authorized staff to seek a preliminary injunction

(five cases) or after learning of the Commission’s concerns. Currently, there is one challenge

pending in federal court where the Commission is seeking a permanent injunction. One of the

Commission’s notable challenges was against CSL Limited’s proposed $3.1 billion acquisition

The fiscal year covers the period of October 1, 2008 through September 30, 2009.

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

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

raised the size-of-transaction threshold from $15 million to $50 million (with annual adjustments for changes in

gross national product that began in 2005), and made other changes to the filing and waiting period requirements. In

fiscal year 2009, the threshold was adjusted to $65.2 million. Section 630 of the Department of Commerce, Justice,

and State, the Judiciary, and Related Agencies Appropriations Act, FY 2001, Pub. L. No. 106-553, 114 Stat. 2762.

See also Appendix A.

of Talecris Biotherapeutics Holdings Corporation, charging that the deal would substantially

reduce competition in the U.S. markets for four plasma-derivative protein therapies used to treat

patients suffering from illnesses such as primary immunodeficiency diseases, chronic

inflammatory demyelinating polyneuropathy, alpha-1 antitrypsin disease, and hemolytic disease

of the newborn. The Commission also challenged the consummated purchase by Ovation

Pharmaceuticals, Inc. (Ovation) of the rights to the drug NeoProfen, a medicine used in the

treatment of a type of congenital heart defect that effects approximately 30,000 premature babies

per year in the United States. The Commission asserts that Ovation’s acquisition was intended to

maintain its monopoly in the market for this treatment, and thus the Commission is seeking

divestiture of assets related to one of the two treatments, and also disgorgement of all unlawfully

obtained profits from the sale of these two treatments. On August 31, 2010, a federal district

court in Minnesota dismissed the FTC’s case following a trial. The FTC has until November 1,

2010 to appeal the district court’s decision.

The Antitrust Division challenged 12 merger transactions, leading to six consent decrees,

one transaction abandoned after the complaint was filed, and five transactions that were

abandoned or restructured after the Division informed the parties of its antitrust concerns relating

to the transaction. Notably, the Division sued to block the proposed acquisition of National Beef

Packing, the fourth-largest U.S. beef packer, by JBS, the third-largest U.S. beef packer, and the

parties subsequently abandoned the transaction. The Division also obtained a consent decree

requiring Microsemi Corporation to divest all of the assets it had acquired from Semicoa Inc,

thereby remedying anticompetitive effects in the development, manufacture and sale of certain

high reliability small signal transistors and ultra-fast recovery rectifier diodes used in military

applications and space programs.

In fiscal year 2009, the Commission’s Premerger Notification Office (PNO) continued to

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

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

and Report Form (the filing form). In recognition of the 30th anniversary of the implementation

of the HSR Act, in October of 2008, the FTC held a workshop that was designed to provide a

primer, especially for new attorneys, on the premerger notification process. The HSR website,

http://www.ftc.gov/bc/hsr/, continued to provide improved access to information necessary to the

notification process. The website includes basic resources such as introductory guides that

provide an overview of the premerger notification program and merger review process. It is the

primary source of information for HSR practitioners seeking information on the HSR form and

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

grants of early termination, filing fee instructions, scheduled HSR events, training materials for

new HSR practitioners, tips for completing the filing form, procedures for submitting postconsummation filings, and frequently asked questions regarding the HSR filing requirements.

Web users can also find up-to-date information on changes to the Act and amendments to the

premerger rules, including speeches, press releases, summaries and highlights, and Federal

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

notification rules and the Act. As always, PNO staff is available to assist HSR practitioners

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, amended the Clayton Act by adding a new Section 7A, 15 U.S.C. §18a. In general, the

HSR Act requires that certain proposed acquisitions of voting securities or assets must be

reported to the Commission and the Antitrust Division prior to consummation. The parties must

then wait a specified period, usually 30 days (15 days in the case of a cash tender offer or a

bankruptcy sale), before they may complete the transaction. Whether a particular acquisition is

subject to these requirements depends upon the value of the acquisition and, in certain

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

acquisitions involving small parties, and 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 and

is immediately available for review during the waiting period.

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

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

additional information and documentary material (second request). The second request extends

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

offer or bankruptcy sale) after all parties have complied with the request (or, in the case of a

tender offer or a bankruptcy sale, after the acquiring person complies). This additional time

provides the reviewing agency with the opportunity to analyze the information and to take

appropriate action before the transaction is consummated. If the reviewing agency believes that

a proposed transaction may substantially lessen competition, it may seek an injunction in federal

district court to prohibit consummation of the transaction. The Commission may also challenge

the transaction in administrative litigation.

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

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

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

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

the filing form. 3 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. 4

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

43 Fed. Reg. 34443 (August 4, 1978); 43 Fed. Reg. 36053 (August 15, 1978); 44 Fed. Reg. (November

21, 1979); 45 Fed. Reg. 14205 (March 5, 1980); 48 Fed. Reg. 34427 (July 29, 1983); 50 Fed. Reg. 46633

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

20058 (May 29, 1987); 54 Fed. Reg. 214251 (May 18, 1989); 55 Fed. Reg. 31371 (August 2, 1990); 60 Fed. Reg.

40704 (August 9, 1995); 61 Fed. Reg. 13666 (March 28, 1996); 63 Fed. Reg. 34592 (June 25, 1998); 66 Fed. Reg.

8680 (February 1, 2001); 66 Fed. Reg. 8723 (February 1, 2001); 66 Fed. Reg. 16241 (March 23, 2001); 66 Fed. Reg.

23561 (May 9, 2001); 66 Fed. Reg. 35541 (July 6, 2001); 67 Fed. Reg. 11898 (March 18, 2002); 67 Fed. Reg. 11904

A STATISTICAL PROFILE OF THE PREMERGER NOTIFICATION PROGRAM

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

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

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

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

termination of the waiting period were received, granted, and not granted. 5 Appendix A also

shows, for fiscal years 2000 through 2009, 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 2000 through 2009.

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

fiscal year 2009 decreased 59% from the number of transactions reported in fiscal year 2008. In

fiscal year 2009, 716 transactions were reported, while 1,726 were reported in fiscal year 2008.

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

requests were issued in fiscal year 2009 decreased 24% from the number of merger

investigations in which second requests were issued in fiscal year 2008. Second requests were

issued in 31 merger investigations in fiscal year 2009 (15 issued by the FTC and 16 issued by the

Division), while second requests were issued in 41 merger investigations in fiscal year 2008 (21

issued by the FTC and 20 issued by the Division). The percentage of transactions resulting in

second requests increased, from 2.5% in fiscal year 2008 to 4.5% in fiscal year 2009. (See

Figure 2 below.)

Percentage of Transactions Resulting in Second Request

Fiscal Years 2000-2009

5.0%

4.5%

4.3%

4.5%

3.6%

Percent of Transactions

4.0%

3.1%

3.5%

3.1%

3.0%

2.5%

2.6%

2.5%

2.1%

2.0%

1.5%

1.0%

0.5%

0.0%

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

Fiscal year

(Figure 2)

(March 18, 2002); 68 Fed. Reg. 2425 (January 17, 2003); 70 Fed. Reg. 4988 (January 31, 2005); 70 Fed. Reg. 11501

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

(December 12, 2005; 70 Fed Reg. 77312 (December 30, 2005); 71 Fed. Reg. 2943 (January 18, 2006); 71 Fed. Reg.

35995 (June 23, 2006); 72 Fed. Reg. 2692 (January 22, 2007).

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

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

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

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

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

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

requested in the majority of transactions. In fiscal year 2009, early termination was requested in

84% (575) of the transactions reported, remaining unchanged from fiscal year 2008 when it was

also requested in 84% (1,385) of the transactions reported. The percentage of requests granted

out of the total requested decreased from 74% in fiscal year 2008 to 69% in fiscal year 2009.

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

agencies’ enforcement activities for transactions reported in fiscal year 2009. The tables

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

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

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

in fiscal year 2009, clearance was granted to one or the other of the agencies for the purpose of

conducting an initial investigation in 22.5% of the total number of adjusted HSR transactions.

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

reported and the reporting threshold indicated in the notification report.

The total dollar value of reported transactions rose dramatically from fiscal years 1996 to

2000 from about $677.4 billion to about $3 trillion. After the statutory thresholds were raised,

the dollar value declined to about $1 trillion in fiscal year 2001, $565.4 billion in fiscal year

2002, and $406.8 billion in fiscal year 2003. This was followed by an increase in the dollar

value of reported transactions over the next four years: about $630 billion in fiscal year 2004,

$1.1 trillion in fiscal year 2005, $1.3 trillion in fiscal year 2006, and almost $2 trillion in 2007.

The total dollar value of reported transactions declined to just over $1.3 trillion in fiscal year

2008 and to $533 billion in fiscal year 2009. 6

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

percentage of reportable transactions within industry groups for fiscal year 2009 based on the

acquired entity’s operations. 7

Percentage of Transactions By Industry Group of Acquired Entity

Fiscal Year 2009

Chemicals &

Pharmaceuticals,

6.1%

Transportation,

3.9%

Health Services,

3.5%

Consumer Goods &

Services, 15.2%

Energy & Natural

Resources, 8.8%

Information

Technology, 8.2%

Other, 33.5%

Manufacturing,

7.9%

Banking &

Insurance, 12.9%

(Figure 3)

The information on the value of reported transactions for fiscal year 2009 is drawn from the Premerger

Database, while data for the previous fiscal years is taken from the corresponding fiscal year Annual HSR Reports

(http://www ftc.gov/bc/anncompreports.shtm).

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

performing arts, recreation, and non-classifiable establishments.

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

1. Compliance

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

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

of compliance investigations in fiscal year 2009. The agencies monitor compliance through a

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

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

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

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

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

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

notification and waiting period requirements is liable for a civil penalty of up to $16,000 –

recently increased from $11,000 – for each day the violation continues. 8 The antitrust agencies

examine the circumstances of each violation to determine whether penalties should be sought. 9

During fiscal year 2009, 24 corrective filings for violations were received.

During fiscal year 2009, the agencies brought two enforcement actions, resulting in the

payment of $2.2 million in civil penalties.

In United States v. ESL Partners, L.P. and ZAM Holdings L.P., 10 the complaint alleged

that ESL Partners and ZAM Holdings, two related investment funds, violated premerger

reporting requirements by failing to file before acquiring voting securities of AutoZone Inc. in

2004. As a result of these acquisitions, each fund held AutoZone voting securities valued in

excess of the $50 million HSR reporting threshold then in effect. Under the terms of a consent

decree that was filed simultaneously with the complaint and entered by the court on December

16, 2008, the parties were required to pay civil penalties totaling $800,000, with ESL Partners

paying $525,000 and ZAM Holdings paying $275,000 to settle the charges.

In United States v. John C. Malone, 11 the complaint alleged that media executive John C.

Malone failed to comply with premerger notification requirements before acquiring voting

securities of Discovery Holding Company in August 2005, and continued to acquire Discovery

voting securities through April 2008. The defendant made a corrective filing for acquisitions of

Discovery voting securities on June 12, 2008, but before the expiration of the waiting period

triggered by that filing, he made additional acquisitions of Discovery voting securities on June

14, 2008, when he exercised two options. Under the terms of a consent decree filed

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 (April

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 under Section 7A(g)(1) (61 Fed. Reg. 54548 (October 21, 1996),

corrected at 61 Fed. Reg. 55840 (October 29, 1996)) and to $16,000 effective February 10, 2009 (74 Fed. Reg. 85701 (January 9, 2009)).

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

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

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

United States v. ESL Partners, L.P. and ZAM Holdings, L.P., No. 1:08-CV-02175 (D.D.C. filed

December 15, 2008).

United States v. John C. Malone, No. 1:09-CV-01147 (D.D.C. filed June 23, 2009).

simultaneously with the complaint and entered by the court on June 25, 2009, Malone agreed to

pay $1.4 million in civil penalties to settle the charges.

2. 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 revised thresholds are published annually in January and

become effective 30 days after publication.

On January 13, 2009, the Commission published a notice 12 to reflect adjustment of

reporting thresholds as required by the 2000 amendments 13 to Section 7A of the Clayton Act, 15

U.S.C. §18a. The revised thresholds became effective February 12, 2009.

MERGER ENFORCEMENT ACTIVITY 14

The Department of Justice

During fiscal year 2009, the Antitrust Division challenged 12 merger transactions that it

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

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

these cases were settled by consent decree, and in one matter, the parties abandoned the

transaction after the complaint was filed. In the other five challenges during fiscal year 2009,

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

parties in three instances abandoned the proposed transaction and in two instances restructured

the proposed transaction to avoid competitive problems. 15

In United States v. The Manitowoc Company, Inc., Enodis plc and Enodis Corporation, 16

the Division challenged the proposed $2.7 billion acquisition of Enodis plc by Manitowoc. The

complaint alleged that the transaction, as originally proposed, would have substantially lessened

74 Fed. Reg. 1687 (January 13, 2009).

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

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

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

inappropriate to identify which cases were initiated under the program except in specific instances where such

information has already been disclosed.

In one instance, the Division issued a press release: December 11, 2008 – proposed acquisition of

National City Corporation by PNC Financial Services Group, Inc. (banking services). See infra at p. 10. In the

other four instances, the Division informed the parties of its concerns, but did not issue a press release: proposed

joint venture between Depository Trust & Clearing Corporation and Markit Group, Ltd. (credit derivatives data and

clearing services); proposed acquisition of NRG Energy Inc. by Exelon Corp. (wholesale electricity); proposed

acquisition of Multimodal Technologies, Inc. by Nuance Communications, Inc. (voice recognition engines); and

proposed acquisition of 3M’s Belle Mead, New Jersey aggregate quarry by Tilcon New York Inc. or Trap Rock

Industries, Inc. (coarse quarry aggregate).

United States v. The Manitowoc Company, Inc., Enodis plc and Enodis Corporation, No. 1:08-CV01704 (D.D.C. filed October 06, 2008).

competition in the development, production, distribution, and sale of commercial cube ice

machines in the United States, likely resulting in increased prices and reduced quality and

innovation. Commercial cube ice machines are used by restaurants, convenience stores, hotels,

and other businesses that require significant volumes of cube ice. The Division filed a proposed

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

decree, which was entered by the court on February 17, 2009, the parties were required to divest

Enodis’ entire U.S. ice machine business in order to proceed with the acquisition. This remedy

was consistent with the remedy obtained by the European Commission as a result of its antitrust

investigation, and the Division and the European Commission cooperated throughout the course

of their investigations.

In United States et al. v. JBS S.A. and National Beef Packing Company, LLC, 17 the

Division sued to block the proposed acquisition of National Beef Packing, the fourth-largest U.S.

beef packer, by JBS, the third-largest U.S. beef packer. The Attorneys General of Colorado,

Iowa, Kansas, Minnesota, Missouri, Montana, North Dakota, Ohio, Oklahoma, Oregon, South

Dakota, Texas and Wyoming joined in the Division’s lawsuit and, thereafter, on November 7,

2009, the States of Arizona, Connecticut, Mississippi, and New Mexico joined the lawsuit as

well. The complaint alleged that the acquisition would have substantially lessened competition

among packers for the purchase of fed cattle – cattle ready for slaughter – in the High Plains

(centered in Colorado, western Iowa, Kansas, Nebraska, Oklahoma, and Texas) and the

Southwest, and would also have substantially lessened competition among packers in the

production and sale of USDA-graded boxed beef nationwide. As a result, cattle producers,

ranchers and feedlots likely would have received lower prices for their cattle, and grocers, food

service companies and ultimately United States consumers likely would have paid higher prices

for USDA-graded beef. On February 20, 2009, the parties announced that they abandoned the

transaction, and the Division subsequently moved to dismiss the lawsuit.

In United States et al. v. Verizon Communications Inc. and Alltel Corporation, 18 the

Division and the States of Alabama, California, Iowa, Kansas, Minnesota, North Dakota, and

South Dakota challenged the proposed $28 billion acquisition of Alltel Corporation by Verizon

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

substantially lessened competition for mobile wireless telecommunications services in 94

Cellular Marketing Areas (CMAs), as defined by the Federal Communications Commission,

likely resulting in higher prices, lower quality, and reduced network investments. Verizon and

Alltel were each other’s closest competitor for a significant set of customers in each of these

CMAs. The Division filed a proposed consent decree simultaneously with the complaint. Under

the terms of the decree, which was entered by the court on April 24, 2009, Verizon was required

to divest assets in each of these 94 areas in order to proceed with the acquisition. Additionally,

as part of the settlement, the Division filed proposed modifications to two existing consent

decrees with Verizon that will require Verizon to divest wireless businesses in six additional

CMAs. The total of 100 areas in which divestitures are required covers 22 states, including the

entire states of North Dakota and South Dakota; large portions of Colorado, Georgia, Kansas,

Montana, South Carolina, Utah and Wyoming; and portions of Alabama, Arizona, California,

Idaho, Illinois, Iowa, Minnesota, Nebraska, Nevada, New Mexico, North Carolina, Ohio, and

Virginia. The Division coordinated with the FCC throughout its investigation, and the

United States et al. v. JBS S.A. and National Beef Packing Company, LLC, No. 08CV5992 (N.D. Il.

filed October 20, 2008).

United States et al. v. Verizon Communications Inc. and Alltel Corporation, No. 1:08-CV-01878

(D.D.C. filed October 30, 2008).

acquisition was also subject to FCC review.

In United States v. InBev N.V./S.A., InBev USA LLC and Anheuser-Busch Companies

Inc., 19 the Division challenged the proposed $52 billion acquisition of Anheuser-Busch, the

largest brewer in the United States with approximately 50% of beer sales nationwide, by

Belgium-based InBev. Although InBev accounted for only about 2% of beer sales nationwide,

InBev’s Labatt brand beers accounted for a significant portion of the Buffalo, Rochester, and

Syracuse, New York metropolitan area beer markets. The complaint alleged that the transaction,

as originally proposed, would have eliminated head-to-head competition between AnheuserBusch’s Budweiser and InBev’s Labatt brands, significantly increased market concentration in

those areas, and likely would have led to higher prices for beer there. The Division filed a

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

InBev was required to divest its Labatt USA subsidiary along with a license to brew, market,

promote, and sell Labatt brand beer for consumption in the United States. The court entered the

decree on August 11, 2009.

In United States et al. v. Republic Services, Inc. and Allied Waste Industries, Inc., 20 the

Division, joined by the States of California, Kentucky, Michigan, North Carolina, Ohio,

Pennsylvania, and Texas, challenged the proposed $4.5 billion acquisition of Allied Waste by

Republic Services. The complaint alleged that the transaction, as originally proposed, would

have substantially lessened competition in commercial waste collection and/or disposal services

in 15 metropolitan areas, resulting in higher prices and poorer service for consumers. In each of

these areas, Republic and Allied were two of only a few significant firms providing commercial

waste hauling or municipal solid waste disposal services. The Division filed a proposed consent

decree simultaneously with the complaint, requiring divestiture of commercial waste collection

and disposal assets in the 15 affected metropolitan areas. The required divestitures include 87

commercial waste collection routes, nine landfills, 10 transfer stations, and ancillary assets. The

court entered the decree on July 15, 2010.

In United States v. Microsemi Corporation, 21 on December 18, 2008, the Division

challenged the July 14, 2008 acquisition of most of the assets of Semicoa Inc. by Microsemi

Corporation. The complaint alleged that the acquisition significantly lessened competition in the

development, manufacture and sale of certain high reliability small signal transistors and ultrafast recovery rectifier diodes used in military applications and space programs, in violation of

Section 7 of the Clayton Act and Section 2 of the Sherman Act. As a result of the transaction,

prices for these products increased and were likely to continue to increase, delivery times

became less reliable, and terms of service were likely to become less favorable. On August 20,

2009, the Division filed a proposed consent decree that would settle the lawsuit by requiring

Microsemi to divest all of the assets that it acquired from Semicoa. The court entered the decree

on January 29, 2010.

In United States v. Sapa Holding AB and Indalex Holdings Finance, Inc., 22 the Division

United States v. InBev N.V./S.A., InBev USA LLC and Anheuser-Busch Companies Inc., No. 1:08-CV01965 (D.D.C. filed November 14, 2008).

United States et al. v. Republic Services, Inc. and Allied Waste Industries, Inc, No. 1:08-CV-02076

(D.D.C. filed December 03, 2008).

United States v. Microsemi Corporation, No. 8:09-CV-00275 (E.D. VA filed December 18, 2008) (case

transferred to C.D. Cal.).

United States v. Sapa Holding AB and Indalex Holdings Finance, Inc. No. 1:09-CV-01424 (D.D.C. filed

July 30, 2009).

challenged the proposed acquisition of Indalex by Sapa. The complaint alleged that the

transaction, as originally proposed, would have substantially lessened competition for the

manufacture and sale of aluminum sheathing (coiled extruded aluminum tubing) used in the

manufacture of high frequency coaxial cables that are purchased by cable television companies

to transmit broadband signals to their subscribers. Sapa and Indalex were the only two

manufacturers of aluminum sheathing in the United States. The Division filed a proposed

consent decree simultaneously with the complaint. Under the terms of the decree, which was

entered by the court on January 12, 2010, the parties were required to divest either Sapa’s

Catawba, North Carolina aluminum sheathing manufacturing plant or Indalex’s aluminum

sheathing facility at its Burlington, North Carolina plant.

During fiscal year 2009, the Division also investigated a bank merger transaction for

which divestiture was required. A letter of agreement between the parties and the Division

required PNC to divest 61 National City Bank branches in western Pennsylvania along with their

associated loans and deposits and certain middle market banking relationships. The Division

advised the Board of Governors of the Federal Reserve System, whose final approval of the

merger was required, that with these divestitures, the merger would not have a significantly

adverse effect on competition in local markets for retail banking, small business banking and

middle market banking services. 23

Additionally during fiscal year 2009, the Division initiated one civil contempt proceeding

in an instance where a party failed to fulfill obligations imposed by judicial decrees in a previous

Division merger challenge. On January 14, 2009, the Division filed a petition in the U.S. District

Court for the District of Columbia, asking it to find AT&T in civil contempt for violating the

consent decree and a related order entered by the court in United States v. AT&T and Dobson

Communications Corporation. 24 Under these judicial decrees, AT&T was required to divest

mobile wireless telecommunications business in three rural service areas and to take all steps

necessary to ensure that the divested businesses were operated independently of AT&T and that

AT&T did not influence how they were managed. AT&T was also required to take all

reasonable efforts to preserve the confidentiality of information material to the operation of the

divested businesses and not give unauthorized personnel access to such information. According

to the Division’s civil contempt petition, AT&T failed to separate confidential customer account

information of the businesses to be divested from its own customer records and to take other

actions needed to prevent unauthorized disclosure. Consequently, AT&T personnel obtained

unauthorized access to these businesses’ competitively sensitive customer information and in

some instances used it to solicit and lure away their customers. The petition also alleged that

AT&T, without authorization by the management trustee appointed to oversee the businesses

being divested, waived early termination fees for several customers of those businesses to

facilitate switching their wireless service to AT&T. The Division filed a proposed settlement

simultaneously with the petition, requiring AT&T to pay $2,050,000 as part of a civil settlement

to resolve AT&T’s alleged violation of the court orders. The payment to the United States

includes reimbursement to the government for the cost of its investigation into AT&T’s alleged

violations. The court approved the settlement in January 14, 2009. The Division coordinated

with the FCC throughout its investigation.

Letter of December 11, 2008, to the Board of Governors of the Federal Reserve System regarding the

acquisition by PNC Financial Services Group, Inc., Pittsburgh, PA of National City Corporation, Cleveland, OH

(http://www.justice.gov/atr/public/press releases/2008/240315 htm).

See the HSR Annual Report, Fiscal Year 2008 for a description of this case.

The Federal Trade Commission

The Commission challenged 19 transactions that it had reason to believe may have

lessened competition if allowed to proceed as proposed during fiscal year 2009, 25 leading to nine

Part 2 consent orders, six administrative complaints, one filed permanent injunction action, and

three transactions where the parties either abandoned the proposed deal or where the transactions

were restructured after FTC staff informed the parties of its antitrust concerns relating to the

transaction. In one of the cases in which the Commission issued an administrative complaint the

parties settled the charges by agreeing to a divestiture. In the remaining five matters in which an

administrative complaint was issued, the Commission also authorized staff to seek injunctive

relief in federal court. In two of these cases the parties abandoned the proposed transactions

before staff filed the request, in two cases the parties abandoned the merger after the FTC filed,

but before a ruling was issued, and in the last case the parties abandoned the transaction after the

FTC secured a preliminary injunction in federal court. In this matter, after a nine-day

evidentiary hearing, the District Court for the District of Columbia found that the Commission

had raised serious and substantial questions that the proposed merger would substantially lessen

competition and issued a preliminary injunction blocking the proposed $1.4 billion merger of

CCC Information Services Inc. and Mitchell International Inc. In addition to these actions, the

Commission filed a challenge in federal court to challenge Ovation Pharmaceuticals’

consummated acquisition of the drug NeoProfen.

In Red Sky Holdings LP/Newpark Resources, Inc., 26 the Commission issued an

administrative complaint seeking to block CCS Corporation’s proposed $85 million acquisition

of Newpark Environmental Services. According to the Commission’s complaint, the proposed

transaction was anticompetitive because it would have consolidated two of the leading providers

of waste disposal services for the offshore oil and natural gas exploration and production

industry in the Gulf Coast Region, leading to higher prices and decreased service levels. In

response to the complaint, CCS, a subsidiary of Red Sky, threatened to close down its operations

in the Gulf Coast should the acquisition not receive the necessary regulatory approvals. The

Commission dismissed the warnings as an effort to avoid a challenge to the transaction, and

continued to seek a preliminary injunction, and temporary restraining order in Federal Court. As

a result, the parties informed the Commission of their intent to abandon the transaction in

November of 2008. The Commission subsequently dismissed its administrative complaint in

December 2008.

In the matter of CCC Information Services Inc./Mitchell International Inc., 27 the

Commission issued an administrative complaint charging that the $1.4 billion merger between

CCC Information Services and Mitchell International would be anticompetitive in the market for

“estimatics”, a database system used by auto insurers and repair shops to generate repair

estimates for consumers. According to the complaint, the transaction would have also harmed

competition in the market for total loss valuation (TLV) systems, used to calculate the value of a

“totaled” vehicle. After the merger, the combined entity would have well over half of the market

share for these systems, allowing for unilateral price increases, and facilitating coordination

among the remaining smaller competitors in the market. The Commission concurrently

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

Commission took its first public action during fiscal year 2009.

FTC v. Red Sky Holdings LP and Newpark Resources, Inc., Civ. Act. No. 4:08CV3147 (E.D. Tx. Oct.

23, 2008).

FTC v. CCC Holdings Inc., and Aurora Equity Partners, III L.P., Dkt. No. 9334 (administrative

complaint issued Nov. 25, 2008).

authorized staff to file a complaint in federal district court. On March 9, 2009, the U.S. District

Court for the District of Columbia ordered a preliminary injunction preventing the parties from

consummating the transaction pending a full administrative trial on the merits. On March 13,

2009, after the respondents announced that they had decided not to proceed with the proposed

merger, the Commission dismissed the administrative complaint.

In the matter of CRH plc / Robert Schlegel, 28 the Commission issued an administrative

complaint to challenge Oldcastle Architectural’s (a subsidiary of CRH) proposed $540 million

acquisition of Pavestone Companies in the U.S. market for drycast concrete hardscape products

sold to retailers such as The Home Depot, Lowe’s, and Wal-Mart. According to the complaint,

the acquisition would have reduced competition by combining the only two companies capable

of the national manufacture and sale of these heavy products, which include concrete pavers,

segmented retaining wall blocks, and concrete patio products. The Commission alleged entry

into this market would be unlikely due to the difficulty in distribution of such products. The

acquisition as proposed would have resulted in Oldcastle gaining a 90% market share for the

manufacture and sale of these drycast products to home centers in the United States. In addition

to the administrative complaint, the Commission authorized staff to file a complaint in U.S.

District Court for the District of Columbia seeking a temporary restraining order and preliminary

injunction to prevent consummation of the proposed transaction pending an administrative trial

on the merits. On January 29, 2009, because the respondents announced that they had decided

not to proceed with the proposed merger, the Commission dismissed the administrative

complaint.

In the matter of Talecris Biotherapeutics / CSL Ltd., 29 the Commission issued an

administrative complaint to block CSL Limited’s proposed $3.1 billion acquisition of Talecris

Biotherapeutics Holdings Corporation, charging that the deal would have substantially reduced

competition in the U.S. markets for four plasma-derivative protein therapies used to treat patients

suffering from illnesses such as primary immunodeficiency diseases, chronic inflammatory

demyelinating polyneuropathy, alpha-1 antitrypsin disease, and hemolytic disease of the

newborn. The Commission also authorized the staff to seek a preliminary injunction in federal

district court in Washington, D.C., to stop the transaction pending completion of the

administrative trial. Following the Commission’s filing of a lawsuit to block the transaction,

CSL Limited announced, on June 8, 2009, that it would not proceed with its proposed

acquisition.

In the matter of Thoratec Corporation / HeartWare International, Inc., 30 the Commission

authorized a lawsuit to block Thoratec Corporation’s proposed $282 million acquisition of rival

medical device maker HeartWare International, Inc., charging that the transaction would have

substantially reduced competition in the U.S. market for left ventricular devices (LVADs), a lifesustaining treatment for patients with advanced heart failure. The FTC’s administrative

complaint alleges that Thoratec seeks to maintain its monopoly by acquiring HeartWare, thus

eliminating the only significant threat to Thoratec’s continued dominance of the LVAD market.

In August of 2009, because the parties announced that they had decided not to proceed with the

proposed acquisition, the Commission dismissed the administrative complaint.

FTC v. CRH plc, Oldcastle, Inc., Oldcastle Architectural, Inc., Robert Schlegel, and Pavestone

Company, L.P., Dkt. No. 9335 (administrative complaint issued Jan. 14, 2009).

FTC v. CSL Ltd. and Cerberus-Plasma Holdings, LLC, Dkt. No. 9337 (administrative complaint issued

May 27, 2009).

FTC v. Thoratec Corporation, Inc. and HeartWare International, Inc., Dkt. No. 9339 (administrative

complaint issued Jan. 14, 2009).

In the matter of Ovation Pharmaceuticals, Inc., 31 the Commission filed a complaint in

federal district court challenging Ovation Pharmaceuticals, Inc.’s January 2006 acquisition of the

drug NeoProfen, which eliminated its only competitor for the treatment of a serious and

potentially deadly congenital heart defect affecting more than 30,000 babies born prematurely

each year in the United States. According to the Commission’s complaint, shortly after the

acquisition, which fell below the premerger notification threshold and thus avoided premerger

antitrust review, Ovation raised the price on its Indocin treatment from $36 per vial to $500 per

vial, exercising its monopoly power, and forcing desperate consumers to pay artificially inflated

prices to treat this potentially fatal condition. The Commission is seeking divestiture of assets

related to one of the two treatments, and also disgorgement of all unlawfully obtained profits

from the sale of these two treatments. On August 31, 2010, a federal district court in Minnesota

dismissed the FTC’s case following a trial; the FTC has 60 days to file a notice of appeal.

In the matter of Carilion Clinic, 32 the Commission issued an administrative complaint

challenging Carilion Clinic’s 2008 acquisition of two competing outpatient clinics in the

Roanoke, Virginia, area. The complaint alleges that Carilion’s acquisition of these outpatient

centers eliminated competition in violation of federal antitrust laws, and would lead to higher

health care costs and reduced incentives to maintain and improve service and quality of care for

patients in the Roanoke area. The complaint stated that the divestiture of these centers and

related assets was necessary to restore the competition eliminated by the acquisition. On

October 7, 2009 Carilion agreed to sell the two independent outpatient medical clinics it acquired

previously to settle charges that the acquisitions were anticompetitive and violated federal law.

In fiscal year 2009, the Commission accepted consent agreements and issued proposed

orders for public comment in nine merger cases. Eight of the Consent Orders became final in

fiscal year 2009; one became final in fiscal year 2010.

In Huntsman Corporation / Hexion Specialty Chemicals Inc., 33 the Commission

challenged Hexion LLC’s proposed acquisition of Huntsman Corp., issuing a consent order

which requires the divestiture of Hexion’s specialty epoxy business, and prevents the sharing of

sensitive and non-public information which could lead to coordination of prices. Huntsman and

Hexion are producers of high-performance and specialty chemicals used in the aerospace and

alternative energy industries. Subsequently, Hexion LLC and Huntsman Corporation petitioned

the Commission to reopen and set aside two orders related to their proposed merger because they

terminated their planned merger and withdrew their premerger notification filings. Following a

public comment period, the Commission has granted, in part, a petition by Hexion LLC and

Huntsman Corporation requesting that two FTC Orders related to their proposed merger be

reopened and set aside. The agency determined that the firms have satisfactorily shown that

changed conditions require that the matter be reopened. In particular, the firms have abandoned

the acquisition that the Orders were intended to remedy. In its decision, the Commission set

aside the Asset Maintenance Order in its entirety, as well as the Decision and Order regarding

Huntsman.

FTC v. Ovation Pharmaceuticals, Inc. (Renamed FTC v. Lundbeck Inc.), CIV. No. 08-cv-6379 (D.D.

Minn. December 16, 2008).

FTC v. Carilion Clinic, Dkt No. 9338 (administrative complaint issued Jul. 23, 2009).

In the matter of Huntsman Corporation / Hexion Specialty Chemicals Inc, Docket No. C-4235 (proposed

order issued Oct. 2, 2008).

In Teva Pharmaceutical / Barr Pharmaceuticals, 34 the Commission challenged the

proposed $8.9 billion acquisition of Barr Pharmaceuticals by Teva Pharmaceutical Industries

alleging that the acquisition would have lessened competition in the markets for 17 commonly

used generic medications including drugs used in the treatment of cancer, bacterial infections,

diabetes, acid reflux, and depression as well as several varieties of oral contraceptives.

According to the Commission’s complaint, the acquisition would have likely led to higher prices

for consumers through the removal of one of only four competitors in each of these markets.

The Commission’s consent agreement requires both Teva and Barr to sell assets in 29 U.S.

markets to either Watson Pharmaceuticals or Qualitest Pharmaceuticals.

In Inverness Medical Innovations, Inc./ACON, 35 the Commission issued an order that

restored competition in the U.S. market for consumer pregnancy tests, by effectively reversing a

consummated transaction in which Inverness Medical Innovations, a 70% market share holder,

purchased the assets related to the development of a water-soluble dye based pregnancy test from

ACON Laboratories in order to protect its monopoly power in the market. According to the

Commission’s complaint, Inverness restrained competition in two ways. First, Inverness issued

covenants not to compete to ACON, took profits from ACON’s joint venture with Church &

Dwight, and purchased intellectual property rights which would restrict ACON from developing

competing products. Second, Inverness limited product innovation by purchasing, but not using,

the water-soluble dye test technology purchased from ACON, one of the only companies

utilizing that technology. The Commission’s consent order ended any restrictions Inverness had

over the joint venture between ACON and Church & Dwight, and required that Inverness divest

its assets relating to the water-soluble dye technology, and its related pregnancy test product.

In King Pharmaceuticals, Inc./Alpharma Inc., 36 the Commission approved a consent

order to restore competition in the market for oral long-acting opioids (LAOs). The FTC

intervened in King Pharmaceutical’s proposed $1.6 billion acquisition of rival drug-maker

Alpharma Inc. because the transaction would have joined the two leading producers of morphine

sulfate oral LAO’s in the United States, a market which was already highly concentrated and

which had annual sales of $4 billion in 2007. In order to maintain competition in the market, the

Commission’s consent order requires King to divest its branded oral LAO drug Kadian to

Actavis, a company which already manufactured the drug for King, and which could then

produce a generic equivalent of the drug sooner than would have been permitted under King’s

patent, which would not have expired until 2010.

In Dow Chemical/Rohm & Haas, 37 the Commission challenged Dow Chemical’s $18.8

billion proposed acquisition of Rohm & Haas Company alleging that it would have lessened

competition in the markets for various acrylics and other industrial chemicals used to make

coated paper products, paints, and adhesives. According to the Commission’s complaint, the

product markets in question include acrylic monomers, used in goods ranging from hygiene

products to paints and industrial coatings, hollow sphere particles used in paper products, and

acrylic latex polymers used in traffic paints. Given the high concentration in each of the product

In the matter of Teva Pharmaceutical / Barr Pharmaceuticals, Docket No. C-4242 (proposed order issued

Oct. 23, 2008).

In the matter of Inverness Medical Innovations, Inc./ACON, Docket No. C-4244 (proposed order issued

Dec. 23, 2008).

In the matter of King Pharmaceuticals, Inc./Alpharma Inc., Docket No. C-4246 (proposed order issued

Dec. 29, 2008).

In the matter of Dow Chemical/Rohm & Haas, Docket No. C-4243 (proposed order issued Jan. 23,

2009).

markets, the Commission alleged the proposed acquisition would have been a merger to

monopoly. To remedy its anticompetitive concerns, the Commission is requiring Dow to divest

its assets in the aforementioned product markets to an FTC-approved buyer.

In Getinge AB/Datascope Corp, 38 the Commission challenged Getinge AB’s proposed

$865 million acquisition of rival Datascope Corporation as anticompetitive in the market for

endoscopic vessel harvesting devices (EVHs). EVHs are used during coronary artery bypass

graft surgery where a vein is removed from a patient’s leg or arm to replace a damaged or

blocked coronary artery. According to the Commission’s complaint, the acquisition as proposed

would substantially lessen competition in the relevant market, giving Getinge nearly a 90%

market share and the ability to unilaterally increase prices while reducing the likelihood of

innovation. The Commission issued a consent order remedying its concerns requiring that

Datascope divest its EVH assets to Sorin Group USA, an FTC approved buyer, within 10 days of

consummating the transaction.

In Lubrizol/Lockhart Chemical, 39 the Commission challenged Lubrizol Corporation’s

consummated 2007 acquisition of the oxidate assets of The Lockhart Company which had the

effect of substantially lessening competition in the already highly concentrated U.S. market for

chemical rust inhibitors. These inhibitors are commonly used to prevent rusting during the

manufacture of metal products such as automobiles and other heavy equipment. According to

the Commission’s complaint the acquisition removed Lubrizol’s last substantial competitor in

the relevant market. In addition, the Commission challenged a non-compete agreement included

in the terms of the acquisition which prevented Lockhart from competing in the relevant market

for 5 years because it restrained the ability of new firms to enter the market as competitors. The

Commission issued a consent order remedying its anticompetitive concerns requiring the

divestiture of the oxidate assets in question to Additives International and the elimination of the

non-compete agreement.

In BASF/Ciba Specialty Chemicals, 40 the Commission charged that BASF’s proposed

$5.1 billion acquisition of rival chemical manufacturer Ciba Holding Inc. would be

anticompetitive and would violate federal law by reducing competition in the worldwide markets

for two high performance pigments. Under the terms of a consent order allowing the transaction

to proceed, the FTC requires BASF to sell all assets, including the intellectual property related to

the two pigments, bismuth vanadate and indanthrone blue, to a Commission-approved buyer

within six months.

In K&S AG/Dow Chemical, 41 the Commission approved a consent order to maintain

competition in the market for bulk de-icing road salt in Maine and Connecticut that otherwise

would have been lost as a result of K+S Aktiengesellschaft’s (K+S) $1.68 billion proposed

acquisition of Morton International, Inc. To protect state and local governments from higher

prices, the order requires K+S’s U.S. subsidiary, International Salt Company LLC (ISCO), to sell

its bulk de-icing salt assets in Maine to Eastern Salt Company, Inc., and to sell a similar set of

assets in Connecticut to Granite State Minerals, Inc.

In the matter of Getinge AB/Datascope Corp, Docket No. C-4251 (proposed order issued Jan. 29, 2009).

In the matter of Lubrizol/Lockhart Chemical, Docket No. C-4245 (proposed order issued Feb. 26, 2009).

In the matter of BASF/Ciba Specialty Chemicals, Docket No. C-4253 (proposed order issued Apr. 4,

2009).

In the matter of K&S AG/Dow Chemical, Docket No. C-4273 (proposed order issued Sep. 25, 2009).

ONGOING REASSESSMENT OF THE EFFECTS OF THE PREMERGER

NOTIFICATION PROGRAM

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

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

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

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

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

transactions before they occur, thus avoiding the problem of constructing effective postacquisition relief. As a result, the HSR Act is doing what Congress intended, giving the

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

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

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

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

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

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

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

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

significantly reduced.

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

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

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

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

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

substantially lessen competition.

LIST OF APPENDICES

Appendix A -

Summary of Transactions, Fiscal Years 2000 - 2009

Appendix B -

Number of Transactions reported and Filings Received by Month for

Fiscal Years 2000 - 2009

LIST OF EXHIBITS

Exhibit A -

Statistical Tables for Fiscal year 2009, Presenting Data Profiling

Hart-Scott-Rodino Premerger Notification Filings and Enforcement

Interests

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 2000 – 2009

APPENDIX A

SUMMARY OF TRANSACTION BY YEAR

2000

2001

2008

2009

Transactions Reported

4,926

2,376 1,187 1,014 1,428 1,675 1,768 2,201 1,726

716

Filings Received1

9,941

4,800 2,369 2,001 2,825 3,287 3,510 4,378 3,455

1411

4,749

2,237 1,142

968

1,377 1,610 1,746 2,108 1,656

684

0.9%

1.2%

2.4%

1.5%

1.6%

1.5%

1.3%

2.2%

1.2%

1.9%

2.1%

1.1%

1.6%

1.0%

1.5%

1.2%

2.3%

4,324

2,063 1,042

700

1,241 1,385 1,468 1,840 1,385

575

Granted5

3,515

1,603

793

606

943

997

1,098 1,402 1,021

396

Not Granted5

809

460

249

298

388

370

179

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

2002

2003

2004

2005

2006

2007

438

364

Note: The data for FY 2004 and FY 2005 “Transactions Reported” and for FY 2004 – 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 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; and (3) transactions which were found to be non-reportable. In addition, where a party filed more than one notification in the same year to acquire voting securities of the

same corporation, e.g., filing 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 the 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 request was issued and not the date the investigation was opened.

Second Requests 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 2000 - 2009

APPENDIX B

TABLE 1. NUMBER OF TRANSACTIONS REPORTED BY MONTH FOR

FISCAL YEARS 2000 - 2009

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

October

376

360

139

130

201

158

November

428

451

105

104

127

160

148

189

191

December

468

345

143

126

137

151

172

January

335

245

111

138

142

143

158

February

440

109

124

157

119

March

455

120

109

137

121

150

194

131

April

343

127

121

125

156

128

May

398

153

111

125

171

158

250

150

June

494

190

117

153

172

202

146

July

351

121

123

118

141

219

128

August

446

163

134

170

186

200

126

September

392

108

159

155

139

119

TOTAL

4,926

2,376

1,187

1,014

1,428

1,675

1,768

2,201

1,726

716

Note: The data for FY 2004 and FY 2005 “Transactions Reported” reflect corrections to some prior Annual reports to account for a coding error.

APPENDIX B

TABLE 2. NUMBER OF FILINGS RECEIVED1 BY MONTH FOR

FISCAL YEARS 2000 - 2009

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

October

777

751

190

148

185

277

261

401

319

185

November

839

920

211

206

254

324

311

376

380

165

December

922

686

183

150

280

238

260

294

343

January

677

499

224

179

161

259

279

288

316

February

867

144

174

146

207

201

257

317

246

March

959

243

230

144

277

239

309

381

242

April

695

188

203

182

245

242

270

312

272

119

May

859

296

212

168

258

337

300

481

294

114

June

1,004

378

170

158

241

297

346

403

293

July

718

182

230

170

234

236

255

441

259

121

August

886

332

191

164

270

328

367

396

251

149

September

738

181

151

186

213

309

295

288

240

159

TOTAL

9,941

4,800

2,369

2,001

2,825

3,287

3,510

4,378

3,455

1,411

Note: The data for FY 2004 – 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 2009

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTERESTS

TABLE I

FISCAL YEAR 2009 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

50M - 100M

100M - 150M

150M - 200M

200M - 300M

141

148

0.6%

20.6%

21.6%

8.9%

13.7%

FTC

300M - 500M

500M - 1000M

Over 1000M

100

10.2%

14.6%

9.6%

15.7%

17.0%

37.9%

10.0%

15.0%

10.6%

25.7%

32.0%

48.5%

1.4%

2.0%

15.2%

1.4%

6.0%

4.5%

2.9%

8.0%

19.7%

ALL TRANSACTIONS

684

100.0%

14.3%

8.2%

22.5%

2.2%

2.3%

4.5%

Below 50M 5

DOJ

FTC

0.0%

9.2%

9.5%

13.1%

10.6%

DOJ

0.0%

3.5%

4.7%

9.8%

9.6%

TOTAL

0.0%

12.8%

14.2%

23.0%

20.2%

FTC

DOJ

FTC

0.0%

1.6%

1.1%

DOJ

0.0%

2.0%

1.6%

2.1%

TOTAL

0.0%

2.0%

3.3%

3.2%

TABLE II

FISCAL YEAR 2009 1

ACQUISITIONS BY SIZE OF TRANSACTION (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

SECOND REQUEST INVESTIGATIONS 3

PERCENTAGE OF

TOTAL NUMBER OF

CLEARANCES

NUMBER

PERCENT

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

LESS THAN 50 5

0.6%

0.0%

LESS THAN 100

145

21.2%

8.4%

3.2%

11.7%

0.0%

LESS THAN 150

293

42.8%

17.5%

7.8%

25.3%

0.0%

9.7%

LESS THAN 200

354

51.8%

22.7%

11.7%

34.4%

3.2%

12.9%

16.1%

LESS THAN 300

448

65.5%

29.2%

17.5%

46.8%

6.5%

19.4%

25.8%

LESS THAN 500

518

75.7%

36.4%

22.1%

58.4%

9.7%

22.6%

32.3%

LESS THAN 1000

616

90.1%

47.4%

31.2%

78.6%

16.1%

41.9%

58.1%

ALL TRANSACTIONS

684

63.6%

36.4%

100.0%

48.4%

51.6%

100.0%

TABLE III

FISCAL YEAR 2009 1

TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY

CLEARANCE GRANTED AS A PERCENTAGE OF:

CLEARANCES

GRANTED TO

AGENCY

TRANSACTION RANGE

($MILLIONS)

TOTAL NUMBER OF

TRANSACTIONS

TOTAL NUMBER

OF CLEARANCES

PER AGENCY

TOTAL NUMBER OF

CLEARANCES

GRANTED

50M - 100M

100M - 150M

150M - 200M

200M - 300M

FTC

DOJ

TOTAL

FTC

0.0%

9.2%

9.5%

13.1%

10.6%

DOJ

0.0%

3.5%

4.7%

9.8%

9.6%

TOTAL

0.0%

12.8%

14.2%

23.0%

20.2%

FTC

0.0%

13.3%

14.3%

8.2%

10.2%

DOJ

0.0%

8.9%

12.5%

10.7%

16.1%

FTC

0.0%

8.4%

9.1%

5.2%

6.5%

DOJ

0.0%

3.2%

4.5%

3.9%

5.8%

TOTAL

0.0%

11.7%

13.6%

9.1%

12.3%

300M - 500M

500M - 1000M

Over 1000M

15.7%

17.0%

37.9%

10.0%

15.0%

10.6%

25.7%

32.0%

48.5%

11.2%

17.3%

25.5%

12.5%

26.8%

12.5%

7.1%

11.0%

16.2%

4.5%

9.7%

4.5%

11.7%

20.8%

ALL TRANSACTIONS

154

14.3%

8.2%

22.5%

100.0%

63.6%

36.4%

100.0%

Below 50M5

TABLE IV

FISCAL YEAR 2009 1

TRANSACTIONS IN WHICH SECOND REQUESTS WERE ISSUED

TRANSACTION RANGE

($MILLIONS)

INVESTIGATIONS IN

WHICH SECOND

REQUEST WERE

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

50M - 100M

100M - 150M

150M - 200M

200M - 300M

FTC

DOJ

TOTAL

FTC

0.0%

0.1%

DOJ

0.0%

0.4%

0.1%

0.3%

TOTAL

0.0%

0.4%

0.3%

0.4%

FTC

0.0%

1.6%

1.1%

DOJ

0.0%

2.0%

3.3%

3.2%

TOTAL

0.0%

2.0%

4.9%

4.3%

FTC

0.0%

3.2%

DOJ

0.0%

9.7%

3.2%

6.5%

TOTAL

0.0%

9.7%

6.5%

9.7%

300M - 500M

500M - 1000M

Over 1000M

0.1%

0.3%

1.5%

0.1%

0.9%

0.4%

0.3%

1.2%

1.9%

1.4%

2.0%

15.2%

2.9%

8.0%

19.7%

4.3%

10.0%

34.8%

3.2%

6.5%

32.3%

3.2%

19.4%

9.7%

6.5%

25.8%

41.9%

ALL TRANSACTIONS

2.2%

2.3%

4.5%

2.2%

2.3%

4.5%

48.4%

51.6%

100.0%

Below 50M5

TABLE V

FISCAL YEAR 2009 1

ACQUISITIONS BY REPORTING THRESHOLD

HSR TRANSACTIONS

THRESHOLD 6

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

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)

6.6%

6.7%

4.4%

11.1%

0.0%

$100M (as adjusted)

9.2%

4.8%

6.3%

11.1%

0.0%

1.6%

$500M (as adjusted)

1.2%

12.5%

25.0%

37.5%

0.0%

25%

0.6%

0.0%

50%

324

47.4%

17.9%

11.4%

29.3%

4.3%

3.1%

7.4%

ASSETS ONLY

240

35.1%

13.8%

4.6%

18.3%

0.4%

2.1%

2.5%

ALL TRANSACTIONS

684

100.0%

14.3%

8.2%

22.5%

2.2%

2.3%

4.5%

TABLE VI

FISCAL YEAR 2009 1

TRANSACTION BY ASSETS OF ACQUIRING PERSON

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

ASSET RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

6.1%

2.4%

4.8%

0.0%

50M - 100M

2.2%

6.7%

0.0%

6.7%

0.0%

100M - 150M

2.5%

5.9%

0.0%

5.9%

0.0%

150M - 200M

1.9%

7.7%

0.0%

7.7%

0.0%

200M - 300M

2.5%

23.5%

0.0%

23.5%

0.0%

300M - 500M

5.7%

7.7%

15.4%

0.0%

500M - 1000M

9.6%

6.1%

1.5%

7.6%

3.0%

0.0%

3.0%

Over 1000M

475

69.4%

17.5%

10.7%

28.2%

2.7%

3.4%

6.1%

ALL TRANSACTIONS

684

100.0%

14.3%

8.2%

22.5%

2.2%

2.3%

4.5%

TABLE VII

FISCAL YEAR 2009 1

TRANSACTION BY SALES OF ACQUIRING PERSON

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

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

8.3%

1.8%

3.5%

5.3%

0.0%

50M - 100M

3.1%

4.8%

0.0%

4.8%

0.0%

100M - 150M

3.2%

13.6%

0.0%

13.6%

0.0%

150M - 200M

3.2%

0.0%

4.5%

200M - 300M

3.9%

7.4%

0.0%

7.4%

0.0%

300M - 500M

4.7%

12.5%

3.1%

15.6%

3.1%

0.0%

3.1%

500M - 1000M

7.5%

11.8%

9.8%

21.6%

2.0%

3.9%

Over 1000M

424

62.0%

18.9%

11.3%

30.2%

3.1%

3.3%

6.4%

Sales Not Available 7

4.1%

3.6%

0.0%

3.6%

0.0%

ALL TRANSACTIONS

684

100.0%

14.3%

8.2%

22.5%

2.2%

2.3%

4.5%

TABLE VIII

FISCAL YEAR 2009 1

TRANSACTION BY ASSETS OF ACQUIRED ENTITIES8

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

ASSET RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

11.4%

10.3%

20.5%

1.3%

2.6%

50M - 100M

14.0%

13.5%

6.3%

19.8%

0.0%

2.1%

100M - 150M

9.5%

20.0%

6.2%

26.2%

1.5%

3.1%

4.6%

150M - 200M

4.5%

6.5%

3.2%

9.7%

0.0%

200M - 300M

6.9%

17.0%

8.5%

25.5%

0.0%

2.1%

300M - 500M

9.1%

14.5%

4.8%

19.4%

0.0%

1.6%

500M - 1000M

8.8%

16.7%

8.3%

25.0%

5.0%

3.3%

8.3%

Over 1000M

148

21.6%

16.2%

11.5%

27.7%

4.7%

4.1%

8.8%

Assets Not Available 8

14.2%

11.3%

8.2%

19.6%

3.1%

1.0%

4.1%

ALL TRANSACTIONS

684

100.0%

14.3%

8.2%

22.5%

2.2%

2.3%

4.5%

TABLE IX

FISCAL YEAR 2009 1

TRANSACTION BY SALES OF ACQUIRED ENTITIES 9

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

SALES RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

SALES RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

112

16.4%

9.8%

19.6%

0.9%

2.7%

3.6%

50M - 100M

12.4%

11.8%

7.1%

18.8%

1.2%

0.0%

1.2%

100M - 150M

8.2%

8.9%

3.6%

12.5%

0.0%

150M - 200M

7.3%

14.0%

6.0%

20.0%

0.0%

2.0%

200M - 300M

8.9%

14.8%

8.2%

23.0%

1.6%

0.0%

1.6%

300M - 500M

8.8%

16.7%

6.7%

23.3%

1.7%

0.0%

1.7%

500M - 1000M

8.5%

17.2%

10.3%

27.6%

1.7%

3.4%

5.2%

Over 1000M

153

22.4%

18.3%

11.1%

29.4%

6.5%

5.2%

11.8%

Sales not Available 10

7.2%

16.3%

4.1%

20.4%

0.0%

4.1%

ALL TRANSACTIONS

684

100.0%

14.3%

8.2%

22.5%

2.2%

2.3%

4.5%

TABLE X

FISCAL YEAR 2009 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

000 13

112

113

211

212

213

221

236

237

238

311

312

322

324

325

326

327

331

332

333

334

INDUSTRY DESCRIPTION

Not Available

Animal Production

Forestry and and Logging

Oil and Gas Extraction

Mining (except Oil and Gas)

Support Activities for Mining

Utilities

Construction of Buildings

Heavy and Civil Engineering Construction

Specialty Trade Contractors

Food and Kindred Products

Beverage and Tobacco Product Manufacturing

Paper Manufacturing

Petroleum and Coal Products Manufacturing

Chemical Manufacturing

Plastics and Rubber Manfuacturing

Nonmetallic Mineral Product Manufacturing

Primary Metal Manufacturing

Fabricated Metal Product Manufacturing

Machinery Manufacturing

Computer and Electronic Product Manufacturing

NUMBER

PERCENT

OF TOTAL

CHANGE

FROM FY

2007 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

5.4%

-2.6%

0.3%

0.2%

0.1%

0.7%

-0.7%

0.4%

-0.3%

0.3%

-0.7%

2.8%

0.2%

0.4%

0.1%

0.4%

-0.2%

0.1%

-0.5%

1.3%

-0.2%

0.6%

0.2%

0.3%

-0.5%

0.7%

0.3%

8.8%

3.5%

1.2%

0.2%

0.1%

-0.8%

1.0%

-0.7%

1.3%

-0.3%

1.3%

-1.4%

3.9%

0.8%

TABLE X

FISCAL YEAR 2009 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

335

336

337

339

422

423

424

441

444

445

446

447

448

451

454

481

484

486

493

511

512

INDUSTRY DESCRIPTION

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

Furniture and Related Product Manufacturing

Miscellaneous Manufacturing

Wholesale Trade, Nondurable Goods

Merchant Wholesalers, Durable Goods

Merchant Wholesales, Nondurable Goods

Motor Vehicle and Parts Dealers

Electronics and Appliance Stores

Food and Beverage Stores

Health and Personal Care Stores

Gasoline Stations

Clothing and Clothing Accessories Stores

Sporting Goods, Hobby, Book, and Music Stores

Nonstore Retailers

Air Transportation

Truck Transportation

Pipeline Transportation

Warehousing and Storage

Publishing Industries (except Internet)

Motion Pictures and Sound Recording Industries

NUMBER

PERCENT

OF TOTAL

CHANGE

FROM FY

2007 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.7%

-0.3%

3.4%

1.6%

0.3%

0.0%

0.9%

-0.1%

0.1%

5.7%

-0.8%

5.1%

1.0%

0.3%

0.1%

-0.1%

0.1%

-0.2%

0.1%

-0.2%

0.9%

0.8%

0.3%

0.1%

0.6%

0.2%

0.9%

0.5%

0.1%

0.0%

0.3%

0.0%

0.1%

-0.2%

3.5%

-0.1%

0.4%

0.0%

TABLE X

FISCAL YEAR 2009 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

515

517

518

519

521

522

523

524

525

531

532

533

541

561

562

611

621

622

624

711

713

INDUSTRY DESCRIPTION

Broadcasting (except Internet)

Telecommunications

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

Monetary Authorities - Central Bank

Credit Intermediation and Related Activities

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

Funds, Trusts, and Other Financial Vehicles

Real Estate

Rental and Leasing Services

Lessors of Nonfinancial Intangible Assets (except

Copyrighted Works)

Professional, Scientific, and Technical Services

Administrative and Support Services

Waste Management and Remediation Services

Educational Services

Ambulatory Health Care Services

Hospitals

Social Assistance

Performing Arts, Spector Sports, and Related Industries

Amusement, Gambling, and Recreation Industries

NUMBER

PERCENT

OF TOTAL

CHANGE

FROM FY

2007 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.7%

0.2%

2.9%

0.4%

0.6%

0.0%

0.4%

0.3%

0.1%

3.7%

1.2%

11.3%

0.0%

5.4%

1.5%

2.9%

0.9%

0.6%

-0.1%

0.4%

-0.3%

0.4%

0.1%

5.6%

0.3%

1.2%

-0.8%

0.3%

-0.4%

0.4%

0.2%

0.4%

-0.1%

2.5%

1.3%

0.3%

-0.3%

0.4%

0.1%

-0.3%

TABLE X

FISCAL YEAR 2009 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

721

722

811

812

813

923

924

999

INDUSTRY DESCRIPTION

Accommodation

Food Services and Drinking Places

Repairt and Maintenance

Personal and Laundry Services

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

Administration of Human Resource Programs

Administration of Environmental Quality Programs

Nonclassificable Establishments

NUMBER

PERCENT

OF TOTAL

CHANGE

FROM FY

2007 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.4%

0.3%

0.7%

0.0%

0.1%

0.0%

0.3%

0.1%

0.3%

0.1%

0.3%

0.2%

0.9%

-2.0%

684

100.0%

154

TABLE XI

FISCAL YEAR 2009

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

CHANGE

PERCENT

FROM FY

OF TOTAL

2007

CLEARANCE

GRANTED TO FTC

OR DOJ

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

FTC

DOJ

TOTAL

3.2%

0.1%

-0.1%

0.9%

-1.4%

Mining (except Oil and Gas)

1.2%

0.3%

213

Support Activities for Mining

0.9%

-0.5%

221

Utilities

4.2%

-1.1%

Construction of Buildings

0.3%

0.1%

Heavy and Civil Engineering Construction

0.9%

0.4%

Specialty Trade Contractors

0.4%

-0.2%

Food and Kindred Products

2.2%

0.6%

Beverage and Tobacco Product Manufacturing

0.9%

0.5%

313

Textile Mills

0.1%

-0.2%

315

Apparel Manufacturing

0.1%

0.0%

Wood Product Manufacturing

0.1%

-0.1%

Paper Manufacturing

0.1%

-1.2%

Printing and Related Support Actitivies

0.1%

-0.7%

Petroleum and Coal Products Manufacturing

0.4%

-0.1%

Chemical Manufacturing

6.1%

-0.1%

326

Plastics and Rubber Manfuacturing

1.8%

-0.7%

327

Nonmetallic Mineral Product Manufacturing

0.3%

-0.5%

Primary Metal Manufacturing

0.3%

-1.3%

Not Available

5.1%

Forestry and and Logging

Oil and Gas Extraction

212

000 13

113

211

236

237

238

311

312

321

322

323

324

325

331

TABLE XI

FISCAL YEAR 2009

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

CHANGE

PERCENT

FROM FY

OF TOTAL

2007

CLEARANCE

GRANTED TO FTC

OR DOJ

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

FTC

DOJ

TOTAL

-0.9%

2.0%

-0.2%

3.1%

-0.5%

0.4%

-0.4%

2.8%

0.4%

Furniture and Related Product Manufacturing

0.3%

0.0%

Miscellaneous Manufacturing

1.2%

-0.7%

Wholesale Trade

0.3%

Wholesale Trade, Nondurable Goods

0.1%

Merchant Wholesalers, Durable Goods

5.4%

-1.0%

Merchant Wholesales, Nondurable Goods

5.6%

1.7%

441

Motor Vehicle and Parts Dealers

0.3%

-0.6%

445

Food and Beverage Stores

1.2%

0.8%

Gasoline Stations

0.4%

-0.1%

Clothing and Clothing Accessories Stores

0.9%

0.0%

Sporting Goods, Hobby, Book, and Music Stores

0.7%

0.4%

Nonstore Retailers

0.7%

-0.1%

Air Transportation

0.4%

0.0%

483

Water Transportation

0.3%

-0.2%

484

Truck Transportation

0.1%

-0.4%

Pipeline Transportation

0.6%

0.2%

332

333

334

335

336

337

339

421

422

423

424

447

448

451

454

481

486

Fabricated Metal Product Manufacturing

1.0%

Machinery Manufacturing

Computer and Electronic Product Manufacturing

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

TABLE XI

FISCAL YEAR 2009

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

CHANGE

PERCENT

FROM FY

OF TOTAL

2007

CLEARANCE

GRANTED TO FTC

OR DOJ

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

FTC

DOJ

TOTAL

-0.1%

4.1%

-1.3%

0.7%

-0.2%

Broadcasting (except Internet)

1.3%

0.3%

516

Internet Publishing and Broadcasting

0.3%

-0.2%

517

Telecommunications

3.4%

0.3%

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

1.2%

-1.2%

0.3%

Credit Intermediation and Related Activities

3.9%

0.9%

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

3.8%

1.1%

4.8%

1.6%

525

Funds, Trusts, and Other Financial Vehicles

0.3%

0.1%

532

Rental and Leasing Services

1.6%

0.4%

Lessors of Nonfinancial Intangible Assets (except Copyrighted

Works)

Professional, Scientific, and Technical Services

0.4%

-0.6%

7.3%

1.4%

Administrative and Support Services

1.8%

0.4%

Waste Management and Remediation Services

0.7%

0.2%

Educational Services

0.4%

0.0%

621

Ambulatory Health Care Services

1.0%

-0.4%

622

Hospitals

2.5%

2.1%

Performing Arts, Spector Sports, and Related Industries

0.4%

-0.1%

Warehousing and Storage

0.1%

Publishing Industries (except Internet)

Motion Pictures and Sound Recording Industries

515

493

511

512

518

519

522

523

524

533

541

561

562

611

711

TABLE XI

FISCAL YEAR 2009

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

CHANGE

PERCENT

FROM FY

OF TOTAL

2007

CLEARANCE

GRANTED TO FTC

OR DOJ

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

FTC

DOJ

TOTAL

0.2%

0.3%

-0.2%

1.5%

0.8%

Repairt and Maintenance

0.1%

-0.3%

812

Personal and Laundry Services

0.4%

0.3%

999

Nonclassificable Establishments

2.0%

684

100.0%

154

234

Amusement, Gambling, and Recreation Industries

0.4%

Accommodation

Food Services and Drinking Places

811

713

721

722

1 Fiscal year 2009 figures include transactions reported between October 1, 2008 and September 30, 2009.

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 3 (b)(ii) and 3 (c) of the Notification and Report Form.

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

4 During fiscal year 2009, 716 transactions were reported under the HSR Premerger Notification program. The smaller number, 684, 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 2009 is corrective filings.

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

7 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 2008 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.