FEDERAL TRADE COMMISSION (2017)

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FEDERAL TRADE COMMISSION

DEPARTMENT OF JUSTICE

BUREAU OF COMPETITION

ANTITRUST DIVISION

hart-scott-rodino annual report

Fiscal Year 2017

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Fortieth Annual Report)

Maureen K. Ohlhausen

Makan Delrahim

Acting Chairman

Federal Trade Commission

Assistant Attorney General

Antitrust Division

INTRODUCTION

The Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. No. 94-435 (“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 2017 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 2017, 2,052 transactions were reported under the HSR Act,

representing about a 12.0 percent increase from the 1,832 transactions reported in fiscal year

2016. (See Figure 1 below.) Over the past five years, the number of HSR reportable transactions

has increased significantly – in FY2013, 1,326 HSR transactions were reported and in FY2017,

2,052 HSR transactions were reported, an increase of over 50%. This is in the face of flat, or

effectively decreasing, budgets and restrictions on hiring.

HSR Merger Transactions Reported

Fiscal Years 2008-2017

2,500

2,052

2,000

Number of Transactions

1,726

1,801

1,832

2015

2016

1,663

1,450

1,500

1,429

1,326

1,166

1,000

716

500

2008

2009

2010

2011

2012

2013

2014

Fiscal Year

(Figure 1)

Fiscal year 2017 covered the period of October 1, 2016 through September 30, 2017.

2017

During fiscal year 2017, the Commission brought 23 merger enforcement challenges, 2

including 15 in which it accepted consent orders for public comment, all of which resulted in

final orders; six in which the transaction was abandoned or restructured as a result of antitrust

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

administrative or federal court 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.

Of note, the Commission successfully concluded its merger challenge of DraftKings and

FanDuel, the two largest daily fantasy sports sites. The Commission initiated an administrative

action and, together with attorney generals from six states, sought a temporary restraining order

and a preliminary injunction in federal court, alleging that the combined firm would control more

than 90 percent of the U.S. market for paid daily fantasy sports contests. Shortly after the

Commission filed its complaint, the parties abandoned the merger.

Again this year, most of the Commission’s merger enforcement actions were resolved by

a negotiated settlement. For instance, the Commission required divestitures to resolve

competitive concerns arising from Sherwin-Williams Co.'s proposed $11.3 billion acquisition of

Valspar Corporation. The Commission's complaint alleged that the proposed acquisition would

have reduced competition in the North American market for industrial wood coatings used to

make furniture, kitchen cabinets, and building products, where Sherwin-Williams and Valspar

were two of the top three industrial wood coatings manufacturers. The Commission also moved

to preserve competition in local gasoline and diesel markets, challenging Alimentation CoucheTard Inc.’s proposed $4.4 billion acquisition of CST Brands, Inc. Alimentation Couche-Tard

operates convenience stores and retail fuel stations worldwide, including nearly 4,700 in United

States, primarily under the Circle K and Kangaroo Express banners. CST operates 1,146

convenience stores and retail fuel stations in the United States under the Corner Store banner.

The Commission’s order required divestitures in 71 local markets located in Arizona, Colorado,

Florida, Georgia, Louisiana, New Mexico, Ohio, and Texas.

The Commission also took action to preserve competition in the worldwide market for

fibre channel switches, which are part of storage area networks that transfer data between servers

and storage arrays in data centers. To resolve concerns that semiconductor manufacturer

Broadcom Limited’s vertical acquisition of Brocade Communications Systems, Inc. would

reduce competition or slow innovation for fibre channel switches, the Commission’s order

prevents Broadcom’s business unit from sharing the confidential information of its customer,

Cisco Systems, Inc., with Brocade, Cisco’s rival.

During fiscal year 2017, the Antitrust Division challenged 18 merger transactions,

including 11 with filed complaints in U.S. district court. In nine of these 11, the Division

simultaneously filed a proposed settlement. In the remaining two, the complaint was initiated as

litigation. In six of the remaining challenges, the parties abandoned the proposed transaction,

and in the last, the parties restructured the transaction to resolve the Division’s concerns.

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 2017.

In one of the two filed litigation complaints, the Division sued to block EnergySolutions

Inc.’s (ES) proposed acquisition of Waste Control Specialists LLC from Andrews County

Holdings, Inc. The U.S. District Court for the District of Delaware found in favor of the

Division and blocked ES’s proposed acquisition because the proposed merger would have

substantially lessened competition in the markets for disposal of higher-activity low-level

radioactive waste (LLRW) and lower-activity LLRW, in violation of Section 7 of the Clayton

Act. The parties abandoned the transaction and agreed to reimburse the Division for more than

$165,000 in litigation costs.

In two significant matters, the Division challenged transactions where contractual

relationships with a third-party, not the parties’ overlapping assets, increased the likelihood that

the proposed acquisitions would substantially lessen competition. In the first, the Division

challenged Alaska Air Group Inc.’s proposed acquisition of Virgin America Inc. because

Alaska’s extensive codeshare relationship with American Airlines would have decreased

Alaska’s incentive to compete against American post-merger on the routes on which Virgin and

American competed. Under the terms of the final judgment filed simultaneously with the

complaint, Alaska agreed to significantly reduce the scope of its codeshare agreement with

American. In the second matter, the Division challenged Danone S.A.’s acquisition of The

WhiteWave Foods Company Inc. Post-merger, Danone’s long-term strategic partnership and

supply and licensing agreements with WhiteWave’s primary competitor, CROPP Cooperative,

would have provided incentives and opportunities for cooperative behavior between the two

leading purchasers of raw organic milk in the northeastern United States and the producers of the

only three national fluid organic milk brands. Under the terms of the final judgment filed

simultaneously with the complaint, Danone agreed to divest its Stonyfield Farms business, which

included all its contracts with CROPP.

The Division’s investigation also led to a competition-protecting outcome when Lam

Research Corporation and KLA-Tencor Corporation abandoned their plans to merge. In that

matter, the Division informed the parties that it had serious concerns about the impact the

transaction would have on competition: KLA-Tencor’s leading position in several

semiconductor metrology and inspection markets could have allowed Lam Research to foreclose

its competitors by reducing their timely access to key KLA-Tencor equipment and related

services.

Finally, the Division reinforced the importance of parties’ compliance with the terms of a

proposed final judgment in its challenge to General Electric Co.’s (GE) proposed acquisition of

Baker Hughes Inc. Under the terms of a proposed final judgment filed simultaneously with the

complaint, GE agreed to divest its refinery process chemicals and services unit by the end of

September 2017, or if it was granted an extension, the end of 2017. However, after it

consummated its merger with Baker Hughes, GE informed the United States that it would be

unable to complete the divestiture by the agreed-upon deadline due to complications with

international aspects of divestitures. On October 16, 2017, the court entered a modified final

judgment that added two provisions imposing financial obligations upon GE, including incentive

payments to encourage quick divestiture and attorneys’ fees to the Division to cover the costs

associated with modifying and enforcing the decree, until the divestiture is completed.

In fiscal year 2017, the Commission’s Premerger Notification Office (PNO) continued to

respond to thousands of questions 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 PNO continued to provide information necessary for the notification

process on its PNO website, 3 which serves as a HSR practitioners’ primary source of information

on the HSR form and instructions for completing the form, 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. In addition, the website also includes a

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

interpretations of the HSR Act and rules. Finally, PNO staff continued to provide tips for HSR

practitioners in blog posts on the Commission’s Competition Matters blog. 4 As always, PNO

staff is available to help HSR practitioners comply with HSR notification requirements.

BACKGROUND OF THE HSR ACT

Section 201 of the HSR 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, non-corporate interests, 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 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 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

many occasions over the years to improve the program’s effectiveness and to lessen the burden

of complying with the rules. 6

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

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

See https://www.ftc.gov/news-events/blogs/terms/368.

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

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

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 reviewing 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). 7 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 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

also may challenge the transaction in administrative litigation.

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 2008-2017, the number of transactions reported; the number of filings received; the

number of merger investigations in which Second Requests were issued; and the number of

transactions in which requests for early termination of the waiting period were received, granted,

and not granted. 8 Appendix A also shows 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 2008 through 2017.

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

fiscal year 2017 increased 12.0 percent from the number of transactions reported in fiscal year

2016. In fiscal year 2017, 2,052 transactions were reported, while 1,832 were reported in fiscal

year 2016. 9 The statistics in Appendix A also show that the number of merger investigations in

which Second Requests were issued in fiscal year 2017 decreased from the previous year.

Second Requests were issued in 51 merger investigations in fiscal year 2017 (33 issued by the

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”).

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 1,992 adjusted transactions in fiscal year 2017, 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.

FTC and 18 issued by the Antitrust Division), while Second Requests were issued in 54 merger

investigations in fiscal year 2016 (25 issued by the FTC and 29 issued by the Antitrust Division).

The percentage of transactions in which a Second Request was issued decreased from 3.0 percent

in fiscal year 2016 to 2.6 percent in fiscal year 2017. See Figure 2 below.

Percentage of Transactions Resulting in Second Request

Fiscal Years 2008-2017

5.0%

4.5%

3.7%

Percent of Transactions

4.0%

3.9%

3.5%

3.7%

3.2%

3.5%

3.0%

2.7%

3.0%

2.5%

2.6%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

Fiscal year

(Figure 2)

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

requested in the majority of transactions. In fiscal year 2017, early termination was requested in

77.9 percent (1,552) of the adjusted transactions reported. In fiscal year 2016, early termination

was requested in 77.5 percent (1,374) of the transactions reported. The percentage of requests

granted out of the total requested decreased from 80.2 percent in fiscal year 2016 to 78.6 percent

in fiscal year 2017.

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

enforcement activities for transactions reported in fiscal year 2017. The tables provide, for

example, various characteristics of transactions, the number and percentage of transactions in

which one antitrust agency granted the other clearance 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 2017, the agencies received clearance to conduct an initial

investigation in 13.9 percent 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 2017, the aggregate dollar

value of reported transactions was $1.8 trillion. 10

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 2017 based on the

acquired entity’s operations. 11

Percentage of Transactions By Industry Group of Acquired Entity

Fiscal Year 2017

Health Services,

4.8%

Chemicals &

Pharmaceuticals,

5.9%

Energy & Natural

Resources, 7.3%

Transportation,

3.9%

Consumer Goods &

Services, 25.9%

Information

Technology, 10.7%

Other, 19.4%

Manufacturing,

14.4%

Banking &

Insurance, 7.8%

(Figure 3)

The information on the value of reported adjusted transactions for fiscal year 2017 is drawn from a database

maintained by the Premerger Notification Office.

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 in the Federal Register annually, for each fiscal

year beginning on September 30, 2004, based on the change in the gross national product, in

accordance with Section 8(a)(5) of the Clayton Act. 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 26, 2017, the Commission published a notice 12 to reflect adjustment of the

reporting thresholds as required by the 2000 amendments 13 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 $78.2 million to $80.8 million, became effective February 27, 2017.

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 2017. 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 $40,654 for each

day the violation continues. 14 The antitrust agencies examine the circumstances of each

violation to determine whether to seek penalties. 15 During fiscal year 2017, 50 postconsummation “corrective” filings were received, and the agencies brought four enforcement

actions, resulting in $2.2 million in civil penalties.

82 Fed. Reg. 8,524 (Jan. 26, 2017).

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 Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015,

Pub. L. No. 114-7 (Nov. 2, 2015). 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)), to $16,000 effective February 10, 2009 (74 Fed. Reg.

857 (Jan. 9, 2009)), to $40,000 effective August 1, 2016 (81 Fed. Reg. 42476 (June 30, 2016)), and to $40,654

effective January 24, 2017 (81 Fed. Reg. 8135 (Jan. 24, 2017)).

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. Duke Energy Corp., 16 the complaint alleged that Duke Energy

Corporation violated the HSR Act when, after agreeing to purchase the Osprey Energy Center

from Calpine Corporation, Duke took control of Osprey’s business before filing required HSR

Act notifications and waiting for the expiration of the mandatory waiting period. At the same

time that Duke had agreed to purchase Osprey, Duke entered into a so-called “tolling agreement”

that immediately gave Duke control over Osprey’s output and gave Duke the right to receive the

day-to-day profits and losses from Osprey’s business. As a result, from the moment the tolling

agreement went into effect, Osprey ceased to be an independent competitor. Under the terms of

a proposed final judgment filed January 18, 2017, Duke Energy agreed to pay a $600,000 civil

penalty to resolve the lawsuit. On April 7, 2017, the court entered the final judgment.

In United States v. Mitchell P. Rales, 17 the complaint alleged that investor Mitchell P.

Rales violated the HSR Act in October 2011 by failing to report voting shares valued in excess

of $131.9 million that his wife acquired in Colfax. The complaint also alleged that Mr. Rales

violated the HSR Act in January 2008, by failing to report voting shares valued in excess of

$597.9 million that he acquired in Danaher. Although Mr. Rales contended that the violations

were inadvertent, the Commission determined to seek penalties because, as noted in the

complaint, Mr. Rales had paid civil penalties to settle an earlier HSR enforcement action brought

by the Department of Justice in 1991. Under the terms of a proposed final judgment filed at the

same time as the complaint, Mr. Rales agreed to pay a $720,000 civil penalty to resolve the

lawsuit. On April 12, 2017, the court entered the final judgment.

In United States v. Ahmet H. Okumus, 18 the complaint alleged that hedge fund founder

Ahmet H. Okumus violated the HSR Act in June 2016 by failing to report voting shares valued

in excess of $156.3 million that his hedge fund, Okumus Opportunistic Value Fund, Ltd.,

acquired in Web.com. Although the Commission found Mr. Okumus’s HSR violation to be

inadvertent, it sought penalties because, as noted in the complaint, this was Mr. Okumus’s

second HSR violation in two years regarding Web.com. Under the terms of a proposed final

judgment filed at the same time as the complaint, Mr. Okumus agreed to pay a $180,000 civil

penalty to resolve the lawsuit. On April 21, 2017, the court entered the final judgment.

In United States v. Fayez Sarofim, 19 the complaint alleged that Fayez Sarofim violated

the HSR Act in 2001, 2006 and 2012 by failing to report voting shares of Kinder Morgan, valued

in excess of $15 million in 2001, $113.4 million in 2006 and $682.1 million in 2012. The

complaint also alleged that Mr. Sarofim violated the HSR Act in May 2007, by failing to report

voting shares valued in excess of $59.8 million that he acquired in Unitrin, which later changed

its name to Kemper. The Commission found that Mr. Sarofim was not entitled to rely upon the

“investment-only” exemption, which exempts acquisitions of up to ten percent of voting

United States v. Duke Energy Corporation, No. 1:17-cv-00116 (D.D.C. filed Jan. 18, 2017), available at

https://www.justice.gov/atr/case/us-v-duke-energy-corporation.

United States v. Mitchell P. Rales, No. 1:17-cv-00103 (D.D.C. filed Jan. 17, 2017), available at

https://www.ftc.gov/enforcement/cases-proceedings/161-0135/mitchell-p-rales.

United States v. Ahmet H. Okumus, No. 1:17-cv-00104 (D.D.C. filed Jan. 17, 2017), available at

https://www.ftc.gov/enforcement/cases-proceedings/161-0189/ahmet-h-okumus.

United States v. Fayez Sarofim, No. 1:16-cv-02156 (D.D.C. filed Oct. 28, 2016), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0064/united-states-federal-trade-commission-v-fayezsarofim.

securities if they are made solely for investment purposes. This exemption, however, is not

available to individuals who serve on the board of directors of the issuer at the time the shares

are acquired, and Mr. Sarofim served on Kinder Morgan's and Unitrin's board before he made the

securities purchases at issue. Under the terms of a proposed final judgment filed at the same

time as the complaint, Mr. Sarofim agreed to pay a $720,000 civil penalty to resolve the lawsuit.

On January 26, 2017, the court entered the final judgment.

MERGER ENFORCEMENT ACTIVITY 20

The Department of Justice

During fiscal year 2017, the Antitrust Division challenged 18 merger transactions that it

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

11 of these challenges, the Antitrust Division filed a complaint in U.S. district court. In nine of

these court challenges, the Division filed settlement papers simultaneously with the complaint.

The remaining two court challenges were initiated as litigation. In one, after a trial on its merits,

the court found in favor of the Division and blocked the merger. In the other, the parties reached

a settlement with the Division before the trial commenced. Of the seven fiscal 2017 challenges

where the Division did not file suit, the parties abandoned the proposed transaction in six

instances, and in the remaining instance, the parties restructured the transaction, resolving the

Division’s concerns. 21

In United States v. Westinghouse Air Brake Technologies Corp. and Faiveley Transport

S.A. and Faiveley Transport North America, 22 the Division challenged the proposed acquisition

of Faiveley Transport S.A., including its wholly-owned subsidiary Faiveley Transport North

America (collectively, Faiveley) by Westinghouse Air Brake Technologies Corporation

(Wabtec). The complaint alleged that the transaction, as originally structured, would have

substantially lessened competition for the development, manufacture, and sale of various freight

railcar brake components by eliminating Faiveley as one of only three major companies

supplying freight car brake components in the U.S. The transaction would have also eliminated

future competition for control valves by preventing Faiveley’s entry into this market, and would

have thus maintained a century-old duopoly between Wabtec and its only other control valve

rival. A proposed final judgment filed simultaneously with the complaint on October 26, 2016,

required Wabtec to divest Faiveley’s entire U.S. freight car brakes business, including all assets

relating to Faiveley’s freight car control valve development project (known as the FTEN) to

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.

(1) Lam Research Corporation’s proposed acquisition of KLA-Tencor Corporation (semiconductor fabrication

tools); (2) Proposed slots exchange between American Airlines and United Airlines; (3) Republic Airways Holding

Inc. proposed restructuring from bankruptcy by granting equity shares to American Airlines Group Inc., Delta Air

Lines Inc., and United Continental Holdings Inc.; (4) Qatar Airways proposed acquisition of a stake in American

Airlines; (5) Proposed joint venture between First Data Corporation and FleetCor Technologies, Inc.(prepaid card

processing); (6) tronc, Inc.’s (owner of the Chicago Tribune) proposed acquisition of the Chicago Sun-Times from

Wrapports, Inc; and (7) Raycom Media Inc.’s proposed acquisition of certain broadcast television stations from

Calkins Media, Inc.

United States v. Westinghouse Air Brake Technologies Corp., Faiveley Transport S.A., and Faiveley Transport

North America, No. 1:16-cv-02147 (D.D.C. filed Oct. 26, 2016).

Amsted Rail Company, Inc. The divestiture was completed on November 30, 2016, and the

Court entered the final judgment on April 10, 2017.

In United States v. Energy Solutions, Inc., Rockwell Holdco, Inc., Andrews County

Holdings, Inc. and Waste Control Specialists, LLC, 23 the Division filed suit to enjoin Energy

Solutions, Inc. (ES), a wholly-owned subsidiary of Rockwell Holdco, Inc., from acquiring Waste

Control Specialists LLC (WCS), a wholly-owned subsidiary of Andrews County Holdings, Inc.

The complaint alleged that the transaction would have combined the only two licensed

commercial low-level radioactive waste (LLRW) disposal facilities for 36 states, Puerto Rico

and the District of Columbia. There are only four licensed LLRW disposal facilities in the

United States. Two of these facilities, however, did not accept LLRW from the relevant states.

The complaint alleged that ES’s Clive facility in Utah and WCS’s Andrews facility in Texas

were the only two significant disposal alternatives available in the relevant states for the

commercial disposal of higher-activity and lower-activity LLRW. At trial, one of the defenses

asserted by the defendants was that that WCS was a failing firm and, absent the transaction, its

assets would imminently exit the market. The Division argued that the defendants did not show

that WCS’s assets would in fact imminently exit the market given its failure to make good-faith

efforts to elicit reasonable alternative offers that might be less anticompetitive than its

transaction with ES. On June 21, 2017, after a 10-day trial, the U.S. District Court for the

District of Delaware ruled in favor of the Division.

In United States v. Alaska Air Group, Inc. and Virgin America Inc., 24 the Division

challenged Alaska Air Group Inc.’s proposed acquisition of Virgin America Inc. While the

combined company would have become only the fifth-largest domestic airline, Alaska’s

codeshare agreement with American Airlines Group Inc., threatened to curb important

competition supplied by Virgin on routes where it competed with American once these routes

became part of Alaska’s network. A codeshare agreement allows each airline to market tickets

for certain flights operated by the other airline. The complaint alleged that the codeshare

agreement with American would have incentivized Alaska to cooperate rather than compete with

American on each of the twenty nonstop routes on which Virgin and American competed,

resulting in a reduction of service, decreased service quality, increased prices, and/or ceased

operations on the Virgin-American overlap routes. Under the terms of a proposed final judgment

filed simultaneously with the complaint on December 6, 2016, Alaska agreed to significantly

reduce the scope of its codeshare agreement with American. The proposed final judgment

prohibited Alaska and American from codesharing on routes where Alaska offered competing

nonstop service with American, on routes where Virgin and American competed pre-merger, and

on routes where Alaska would otherwise be likely to launch new service in competition with

American following the merger. On June 23, 2017, the court entered the final judgment.

In United States v. AMC Entertainment Holdings, Inc. and Carmike Cinemas, Inc., 25 the

Division challenged AMC Entertainment Holdings, Inc.’s proposed acquisition of Carmike

United States v. Energy Solutions, Inc., Rockwell Holdco, Inc., Andrews County Holdings, Inc. and Waste Control

Specialists, LLC, No. 1:16-cv-01056 (D. Del. filed Nov. 16, 2016).

United States v. Alaska Air Group, Inc. and Virgin America Inc., No. 1:16-cv-02377 (D.D.C. filed Dec. 6, 2016).

U.S. v. AMC Entertainment Holdings, Inc. and Carmike Cinemas, Inc., No. 1-16-cv-02475 (D.D.C. filed Dec. 20,

2016).

Cinemas, Inc. AMC and Carmike were the second-largest and fourth-largest movie theatre

chains, respectively, in the United States. Additionally, AMC owned significant equity in

National CineMedia, LLC (NCM) and Carmike owned significant equity in SV Holdco, LLC, a

holding company that owns and operates Screenvision Exhibition, Inc. NCM and Screenvision

are the country’s predominant preshow cinema advertising networks, covering over 80 percent of

movie theatre screens in the United States. The complaint alleged that the proposed acquisition

would have provided AMC with direct control of one of its most significant movie theatre

competitors, and in some cases, its only competitor, in 15 local markets in nine states. As a

result, moviegoers likely would have experienced higher ticket and concession prices and lower

quality services in these local markets. The complaint further alleged that the acquisition would

have allowed AMC to hold sizable interests in both NCM and Screenvision post-transaction,

resulting in increased prices and reduced services for advertisers and theatre exhibitors seeking

preshow services. On December 20, 2016, a proposed final judgment was filed simultaneously

with the complaint settling the lawsuit. Under the terms of the decree, AMC agreed to (1) divest

theatres in the 15 local markets; (2) reduce its equity stake in NCM to 4.99 percent; (3)

relinquish its seats on NCM’s Board of Directors and all of its other governance rights in NCM;

(4) transfer 24 theatres with a total of 384 screens to the Screenvision cinema advertising

network; and (5) implement and maintain “firewalls” to inhibit the flow of competitively

sensitive information between NCM and Screenvision. The court entered the final judgment on

March 7, 2017.

In United States v. Clear Channel Outdoor Holdings, Inc. and Fairway Media Group,

LLC,26 the Division challenged a proposed asset exchange between Clear Channel Outdoor

Holdings, Inc. and Fairway Media Group, LLC. Clear Channel sought to acquire certain

Fairway billboards located in Atlanta, Georgia, and Fairway sought to acquire certain Clear

Channel billboards located in Indianapolis, Indiana, along with billboards in other metropolitan

areas. The complaint alleged that, as initially structured, the transaction would have eliminated

the substantial head-to-head competition between Clear Channel and Fairway in Atlanta and

Indianapolis, resulting in higher prices and lower quality services for advertisers who purchased

outdoor advertising in those markets. A proposed final judgment, filed simultaneously with the

complaint on December 22, 2016, required the parties to divest 13 billboard structures in

Indianapolis to Circle City Outdoor, LLC, and 44 billboard structures in Atlanta to Link Media

Georgia, LLC. The divestitures were completed and on March 7, 2017, the court entered the

final judgment.

In United States v. Smiths Group, PLC, Safran S.A., Morpho Detection, LLC and Morpho

Detection International, LLC, 27 the Division challenged Smiths Group plc’s proposed acquisition

of the global explosive detection business of Morpho Detection, LLC and Morpho Detection

International (collectively Morpho) from Safran S.A. Smiths and Morpho were two of the three

leading providers of desktop explosive trace detection (ETD) devices and related services in the

United States. ETD devices are used to detect trace amounts of explosives or narcotics on

persons or objects in airports and other high-risk critical infrastructure sites. The complaint, filed

United States v. Clear Channel Outdoor Holdings, Inc. and Fairway Media Group, LLC, No. 1:16-cv-02497

(D.D.C. filed Dec. 22, 2016).

United States v. Smiths Group, PLC, Safran S.A., Morpho Detection, LLC and Morpho Detection International,

LLC, No. 1:17-cv-00580 (D.D.C. filed Mar. 30, 2017).

on March 30, 2017, alleged that the transaction, as initially structured, would have eliminated

competition between Smiths and Morpho for desktop ETD devices sold for passenger air travel

or air cargo transport applications in the United States. This loss in competition likely would

have given Smiths the ability and incentive to raise prices, decrease the quality of service, and

lessen innovation for customers, including the Department of Homeland Security, in the United

States. Under the terms of a proposed final judgment, filed simultaneously with the complaint,

Smiths agreed to divest Morpho’s global ETD business, which included desktop, handheld and

portal ETD devices. On June 23, 2017, the final judgment was entered by the court. The

Division cooperated closely with the European Commission throughout the course of its

investigation.

In United States v. Danone S.A. and The WhiteWave Foods Company, 28 the Division

challenged Danone S.A.’s proposed acquisition of The WhiteWave Foods Company, Inc.

Danone, a leading U.S. manufacturer of organic yogurt, had participated in the raw organic milk

and fluid organic milk markets for the past two decades through a strategic partnership and

supply and licensing agreements with WhiteWave’s closest competitor, CROPP Cooperative.

As a result, Danone’s acquisition of WhiteWave would have effectively combined WhiteWave

and CROPP, the top purchasers of raw organic milk in the Northeast and the producers of the

three leading brands of fluid organic milk in the United States. The complaint alleged that the

transaction, as originally structured, likely would have resulted in less favorable contract terms

for Northeast farmers for the purchase of their raw organic milk and would have aligned the

interests of the producers of the only three national fluid organic milk brands—Stonyfield,

Horizon and Organic Valley—risking higher prices and fewer choices for U.S. customers. A

proposed final judgment, filed simultaneously with the complaint on April 3, 2017, required

Danone to divest Stonyfield Farm, Inc., including the supply and licensing agreements with

CROPP. On July 13, 2017, the court entered the final judgment.

In United States v. General Electric Co. and Baker Hughes Incorporated, 29 the Division

challenged the proposed acquisition of Baker Hughes Incorporated (“Baker Hughes”) by General

Electric Co. Baker Hughes and GE were two of the leading providers of refinery process

chemicals in the United States, covering over 50 percent of the market. Refineries process crude

oil and natural gas extracted from wells into finished products like gasoline. GE and Baker

Hughes were two of a few firms with the technical capabilities and expertise to provide refinery

process chemicals and services in the United States and competed vigorously in price, service

quality, and product development. On June 12, 2017, the Division filed a proposed final

judgment simultaneously with the complaint. Under the terms of the decree, GE agreed to divest

its Water & Process Technologies business unit, which included its refinery process chemicals

and services unit, to SUEZ, S.A. by approximately the end of September 2017, or, if the United

States exercised its discretion to grant an extension, by approximately the end of 2017. After

consummating the GE/Baker Hughes merger, GE informed the United States that it would be

unable to complete the divestiture by the agreed-upon deadline. GE explained that in 19 foreign

jurisdictions, there were legal and other barriers to SUEZ operating the assets, and that GE

would not be able to complete the divestiture until 2018. On October 16, 2017, the court entered

United States v. Danone S.A. and The WhiteWave Foods Co., No. 1:17-cv-00592 (D.D.C. filed Apr. 3, 2017).

United States v. General Electric Co. and Baker Hughes Inc., No. 1:17-cv-1146

(D.D.C. filed June 12, 2017).

a modified final judgment that added two provisions to the final judgment designed to encourage

GE to complete the divestiture promptly. The modified final judgment required GE to begin

making daily incentive payments as of January 1, 2018, until the divestiture is completed and

also included GE’s agreement to reimburse the United States for attorney’s fees and costs

incurred in addressing the delay. The Division cooperated closely with its counterparts in several

jurisdictions, including the European Commission, Canada and Australia throughout the course

of its investigation.

In United States, et al. v. The Dow Chemical Company and E.I. Du Pont De Nemours

and Company, 30 the Division along with the attorney generals of Iowa, Mississippi and Montana,

challenged the proposed merger of The Dow Chemical Company and E.I. DuPont de Nemours

and Company. Dow and DuPont were two of the leading companies in both crop-protection

chemicals and traited seeds in the United States. Each company also manufactured a number of

petrochemicals, including high-pressure ethylene derivatives that are crucial inputs to a number

of important products and industries. The complaint alleged that the proposed merger would

likely reduce or eliminate competition in the markets for broadleaf herbicides for winter wheat

and chewing pest insecticides, and tend to create a monopoly in the markets for acid copolymers

and ionomers in the United States, resulting in higher prices and reduced services and innovation

in these markets. On June 15, 2017, a proposed final judgment was filed simultaneously with the

complaint. The final judgment requires DuPont to divest its Finesse-formulated herbicide

products and its Rynaxypyr-formulated insecticide products, along with the assets used to

develop, manufacture, and sell those products. Dow Chemical also was required to divest its

Freeport, Texas, acid copolymers and ionomers manufacturing unit and associated assets. The

court entered the final judgment on October 19, 2017. The Division cooperated closely with the

European Commission throughout the course of its investigation.

In United States v. Parker-Hannifin Corporation and CLARCOR Inc., 31 the Division sued

to unwind Parker-Hannifin Corporation’s acquisition of its only U.S. competitor in aviation fuel

filtration systems and filter elements, CLARCOR Inc. Aviation fuel must be filtered properly to

remove particulate contaminants and water droplets before such fuel is delivered into

commercial or military aircraft. U.S. airlines mandate the use of aviation filtration products that

meet Energy Institute (EI) specifications. 32 Prior to the acquisition, Parker-Hannifin and

CLARCOR were the only suppliers of EI-qualified aviation fuel filtration systems and filter

elements to U.S. customers. The Division’s complaint, filed on September 26, 2017, alleged that

Parker’s acquisition eliminated all head-to-head competition between the only two domestic

manufacturers of these products, effectively creating a monopoly in the United States. On

December 18, 2017, the Division filed a proposed final judgment requiring Parker-Hannifin to

divest its Facet filtration business, including the aviation fuel filtration assets that it acquired

from CLARCOR. The Division will move to enter the final judgment upon completion of the

Tunney Act period.

United States, et al. v. The Dow Chemical Co. and E.I. Du Pont De Nemours and Co., No. 1-17-cv-01176 (D.D.C.

filed June 15, 2017).

United States v. Parker-Hannifin Corp. and CLARCOR Inc., No. 1:17-cv-01354-UNA (D. Del. Sept. 26, 2017).

EI is an independent, international professional organization for the energy sector that publishes performance and

testing standards for aviation fuel filtration products.

In United States v. Showa Denko K.K., SGL Carbon SE and SGL GE Carbon Holding

LLC (USA), 33 the Division challenged Showa Denko K.K.’s (SDK) proposed acquisition of SGL

Carbon SE’s global graphite electrodes business. SDK and SGL Carbon were two of the three

leading suppliers of large ultra-high power (UHP) graphite electrodes used in electric arc

furnaces (EAFs) at steel mills in the United States. The complaint alleged that the acquisition

would eliminate head-to-head competition between SDK and SGL Carbon to supply large UHP

graphite electrodes to U.S. EAF steel mills, resulting in higher prices and decreased quality of

delivery and service. A proposed final judgment filed simultaneously with the complaint on

September 27, 2017, required the parties to divest SGL Carbon’s graphite electrode business to

Tokai Carbon Co., Ltd. SDK completed the divestiture on November 7, 2017, and the court

entered the final judgment on January 9, 2018.

The Federal Trade Commission

The Sanford matter was inadvertently omitted from the original release of this report.

In Sanford Health/Mid Dakota Clinic, 34 the Commission filed an administrative

complaint challenging Sanford Health's proposed acquisition of a rival medical practice, Mid

Dakota Clinic. The Commission alleged that the acquisition would violate the antitrust laws by

significantly reducing competition for adult primary care physician services, pediatric services,

obstetrics and gynecology services, and general surgery physician services in the greater

Bismarck and Mandan, North Dakota metropolitan area. Sanford Health is a healthcare system

that operates more than 40 hospitals and 250 clinics in nine U.S. states and several countries. In

the Bismarck-Mandan area, it operates a 217-bed general acute care hospital and a network of

primary care and specialty clinics, employing 160 physicians and 100 non-physician healthcare

providers. Mid Dakota provides primary care services, and specialty medical and surgical

services primarily in Bismarck, North Dakota. Mid Dakota employs 61 physicians and 19

advanced practice practitioners and operates six clinics in Bismarck, as well as a Center for

Women and an ambulatory surgery center. The complaint alleged that the transaction would

create a group of physicians with at least 75 to 85 percent share in the provision of adult primary

care physician services, pediatric services, and obstetrics and gynecology services in the greater

Bismarck and Mandan metropolitan area. The combined medical practice would be the only

physician group offering general surgery physician services in the affected area. The

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

federal court to maintain the status quo pending the outcome of the administrative proceeding.

On December 13, 2017, the U.S. District Court for the District of North Dakota granted a

preliminary injunction. Currently, the case is on appeal to the 8th Circuit.

United States v. Showa Denko K.K., SGL Carbon SE and SGL GE Carbon Holding LLC (USA), No. 1:17-cv01992 (D.D.C. filed Sept. 27, 2017).

In the Matter of Sanford Health, Sanford Bismarck and Mid Dakota Clinic, P.C., FTC Dkt. 9376 (complaint filed

June 23, 2017), available at https://www.ftc.gov/enforcement/cases-proceedings/171-0019/sanford-healthsanfordbismarckmid-dakota-clinic.

In DraftKings/FanDuel, 35 the Commission filed an administrative complaint challenging

the merger of DraftKings and FanDuel, two providers of paid daily fantasy sports contests. The

Commission's complaint alleged that the transaction would be anticompetitive because the

merger would have combined the two largest daily fantasy sports websites, which controlled

more than 90 percent of the U.S. market for paid daily fantasy sports contests. The Commission

alleged that consumers of paid daily fantasy sports were unlikely to view season-long fantasy

sports contests as a meaningful substitute for paid daily fantasy sports, due to the length of

season-long contests, the limitations on number of entrants, and several other issues. Shortly

after the Commission filed its complaint, the parties abandoned the merger on July 13, 2017, and

the Commission dismissed its administrative complaint.

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

following 15 merger matters:

The Valeant matter was inadvertently omitted from the original release of this report.

In Valeant Pharmaceuticals/Paragon Holdings I, 36 the Commission challenged Valeant

Pharmaceutical's May 2015 acquisition of Paragon Holdings I, Inc. The Commission's

complaint alleged that the acquisition reduced competition for polymer discs, or “buttons” used

to make rigid gas permeable, or “GP,” contact lenses. Both Valeant and Paragon produced FDAapproved buttons for three types of GP lenses: (1) orthokeratology lenses, worn to reshape the

cornea; (2) large-diameter scleral lenses, which cover the white of the eye and are used after eye

surgery, for corneal transplants, and to treat eye disease; and (3) general vision correction lenses.

The acquisition combined the two largest manufacturers of GP buttons, accounting for more than

70 percent of U.S. sales across all three button types. According to the complaint, postacquisition, Valeant would exercise market power unilaterally in each button market by

increasing prices, reducing volume discounts, decreasing innovation, and reducing product

distribution options. To remedy these concerns, the Commission issued a consent order

requiring Valeant to divest Paragon in its entirety to a newly created entity, Paragon Companies

LLC. Following a public comment period, the Commission approved the final order on February

8, 2017.

In Abbott Laboratories/St. Jude Medical, 37 the Commission challenged Abbott

Laboratories' proposed $25 billion acquisition of St. Jude Medical, Inc. The Commission's

complaint alleged that the proposed merger would have harmed competition in the U.S. markets

for vascular closure devices, which are used to close holes in arteries from the insertion of

catheters, and for “steerable” sheaths, which are used to guide catheters for treating heart

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

consent order requiring the parties to divest all rights and assets related to St. Jude’s vascular

In the Matter of DraftKings, Inc., and FanDuel Ltd., FTC Dkt. C-9375 (complaint filed on June 19, 2017),

available at https://www.ftc.gov/enforcement/cases-proceedings/161-0174/draft-kings-inc-fanduel-limited.

In the Matter of Valeant Pharmaceuticals International, Inc., FTC Dkt. 4602 (final order issued on Feb. 8, 2017),

available at https://www.ftc.gov/enforcement/cases-proceedings/151-0236-161-0028/valeant-pharmaceuticalsinternational-inc.

In the Matter of Abbott Laboratories, and St. Jude Medical, Inc., FTC Dkt. C-4600 (final order issued on Feb. 23,

2017), available at https://www.ftc.gov/enforcement/cases-proceedings/161-0126/abbott-laboratories-st-judemedical-matter.

closure device business and Abbott’s steerable sheath business to Terumo Corporation and to

help Terumo establish manufacturing capabilities for these products. The consent order also

required Abbott to notify the Commission if it intended to acquire lesion-assessing ablation

catheter assets from Advanced Cardiac Therapeutics (ACT). Abbott and ACT formed a

partnership to develop these types of catheters. Currently, only St. Jude and one other company

provide lesion-assessing ablation catheters in the United States. After the acquisition of St. Jude,

if Abbott acquired lesion-assessing ablation catheter assets from ACT, it could eliminate

additional competition. Following a public comment period, the Commission approved the final

order on February 23, 2017.

In CentraCare Health/SCMG, 38 the Commission challenged CentraCare Health's

proposed acquisition of St. Cloud Medical Group P.A (SCMG). The Commission's complaint

alleged that the proposed merger would have combined the two largest providers of adult

primary care, pediatric, and OB/GYN services in the St. Cloud, Minnesota area. By eliminating

SCMG as a potential alternative in the St. Cloud area, the acquisition would have increased

CentraCare Health’s bargaining power vis-à-vis commercial health plans, allowing it to raise

reimbursement rates and secure more favorable payment terms. Prior to the proposed

acquisition, however, SCMG was failing financially, had lost a number of physicians from its

practice and was likely to lose more physicians if the merger did not close. Over the course of a

multi-year search, SCMG was unable to identify an alternative purchaser to CentraCare Health.

However, at least one local provider had expressed interest in expanding its practice by hiring

some of SCMG’s physicians. To remedy these concerns regarding the proposed merger and

maintain competition, the Commission issued a consent order requiring CentraCare Health to lift

non-compete provisions and permit some adult primary care, pediatric, and OB/GYN physicians

to leave the health system and work for other local providers or establish a new practice in the

area. Following a public comment period, the Commission approved the final order on January

9, 2017.

In C.H. Boehringer Sohn/Sanofi, 39 the Commission challenged C.H. Boehringer Sohn’s

proposed $13.5 billion animal health products asset swap with Sanofi. The Commission's

complaint alleged that the proposed asset swap would likely have harmed competition in U.S.

markets for various vaccines for companion animals and certain parasite control products for

cattle and sheep. Specifically, the merger as proposed would likely substantially reduce

competition in five markets: (1) canine vaccines; (2) feline vaccines; (3) rabies vaccines; (4)

products to prevent and control outbreaks of parasites in cattle; and (5) products to prevent and

control outbreaks of parasites in sheep. To remedy these concerns and maintain competition, the

Commission issued a consent order requiring Boehringer to divest its companion animal

vaccines to Eli Lilly and Co., and divest its Elanco Animal Health division, and the parasite

control products to Bayer AG. Following a public comment period, the Commission approved

the final order on February 24, 2017.

In the Matter of CentraCare Health System, FTC Dkt. C-4594 (final order issued on Jan. 9, 2017), available at

https://www.ftc.gov/enforcement/cases-proceedings/161-0096/centracare-health-system.

In the Matter of C.H. Boehringer Sohn AG & Co. KG, FTC Dkt. 4601 (final order issued on Feb. 24, 2017),

available at https://www.ftc.gov/enforcement/cases-proceedings/161-0077/ch-boehringer-sohn-matter.

In Enbridge/Spectra Energy, 40 the Commission challenged Enbridge Inc.'s proposed $28

billion acquisition of Spectra Energy Corporation. The Commission's complaint alleged that

Enbridge's proposed merger would have harmed competition in the market for the pipeline

transportation of natural gas in three production areas off the coast of Louisiana. According to

the Commission’s complaint, the merger likely would have reduced natural gas pipeline

competition in three offshore natural gas producing areas in the Gulf of Mexico—Green Canyon,

Walker Ridge and Keathley Canyon—leading to higher prices for natural gas pipeline

transportation from those areas. In portions of the affected areas, the merging parties’ pipelines

(Enbridge's Walker Ridge Pipeline, and Spectra's 40 percent interest in the Discovery Pipeline)

were the two pipelines located closest to certain wells and, as a result, were likely the lowest cost

pipeline transportation options for these wells. Furthermore, the merger would have given

Enbridge an ownership interest in both pipelines, which would have given it access to

competitively sensitive information of the Discovery Pipeline, as well as significant voting rights

over it, providing Enbridge with the incentive and opportunity to unilaterally increase pipeline

transportation costs for natural gas producers located in the affected areas. The acquisition

would have also increased the likelihood of tacit or explicit anticompetitive coordination

between the Walker Ridge Pipeline and the Discovery Pipeline. To remedy these concerns, the

Commission issued a consent order requiring Enbridge to establish firewalls to limit its access to

non-public information about the Discovery Pipeline. Board members of the Spectra-affiliated

companies holding a 40 percent share in the Discovery Pipeline had to recuse themselves from

any vote involving the pipeline, with two limited exceptions. Enbridge was also required to

notify the Commission before acquiring an ownership interest in any natural gas pipeline

operating in the Green Canyon, Walker Ridge, and Keathley Canyon areas, or increasing its 40

percent ownership interest of Spectra affiliate DCP Midstream Partners, LP, in the Discovery

Pipeline. The consent order, which is to remain in effect for 20 years, allowed the Commission to

appoint a monitor to ensure Enbridge's compliance. Following a public comment period, the

Commission approved the final order on March 24, 2017.

In China National Chemical Corp./Syngenta AG, 41 the Commission challenged China

National Chemical Corporation's (ChemChina) proposed $43 billion acquisition of Syngenta.

The Commission's complaint alleged that the proposed merger would have reduced competition

for three pesticides: (1) the herbicide paraquat, which is used to clear fields prior to the growing

season; (2) the insecticide abamectin, which protects primarily citrus and tree nut crops by

killing mites, psyllid, and leafminers; and (3) the fungicide chlorothalonil, which is used mainly

to protect peanuts and potatoes. According to the complaint, Syngenta owned the branded

version of these three pesticides, giving it significant market shares in the United States.

ChemChina's subsidiary, ADAMA, was either the first- or second-largest generic supplier in the

United States for these three pesticides. To remedy these concerns, the Commission issued a

consent order requiring ChemChina to sell all rights and assets of ADAMA’s U.S.’s paraquat,

abamectin and chlorothalonil crop protection businesses to AMVAC, an agrochemical company.

Following a public comment period, the Commission approved the final order on June 16, 2017.

In the Matter of Enbridge Inc., a corporation, and Spectra Energy Corp., FTC Dkt. C-4604 (final order issued on

Mar. 24, 2017), available at https://www.ftc.gov/enforcement/cases-proceedings/161-0215/enbridge-spectra-energy.

In the Matter of China National Chemical Corporation, ADAMA Agricultural Solutions Ltd., and Makhteshim

Agan of North America, Inc., FTC Dkt. C-4610 (final order issued on June 16, 2017), available at

https://www.ftc.gov/enforcement/cases-proceedings/1610093/china-national-chemical-corporation-et-al.

In DaVita Inc./RV Management/Renal Ventures, 42 the Commission challenged DaVita

Inc.'s proposed $358 million acquisition of Renal Ventures Management LLC. The

Commission's complaint alleged that the proposed merger would have reduced competition for

outpatient dialysis services. At the time of the merger, DaVita was the second-largest provider

of outpatient dialysis services in the United States and Renal Ventures was the seventh largest.

According to the complaint, competition between dialysis clinics happened at the local level, and

the acquisition would have led to significant anticompetitive effects in the New Jersey markets of

Brick, Clifton, Somerville, Succasunna, and Trenton, and in the Dallas-area markets of Denton

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

consent order requiring DaVita to divest its ownership interest in seven clinics, five in New

Jersey and two in Texas to a Commission-approved buyer. Following a public comment period,

the Commission approved the final order on June 14, 2017.

In Emerson Electric/Pentair, 43 the Commission challenged Emerson Electric Co.'s

proposed $3.15 billion acquisition of Pentair plc. The Commission's complaint alleged that the

proposed merger would have harmed competition for switchboxes, the devices used to monitor

and control valves that regulate the flow of liquids and gases in industrial facilities. According

to the complaint, the acquisition would have combined the two leading manufacturers of

switchboxes in the United States – which together controlled about 60 percent of the U.S.

market. Emerson’s TopWorx and Pentair’s Westlock switchboxes were the most widely-used

brands nationwide and, for many customers, the only acceptable brands of switchboxes. To

remedy these concerns, the Commission issued a consent order requiring Emerson to divest

Westlock Controls Corporation, the Pentair subsidiary, to Crane Co. within 10 days after

Emerson acquired Pentair. Following a public comment period, the Commission approved the

final order on June 30, 2017.

In Sherwin-Williams/Valspar, 44 the Commission challenged Sherwin-Williams Co.'s

proposed $11.3 billion acquisition of Valspar Corporation. The Commission's complaint alleged

that the proposed acquisition would have reduced competition in the North American market for

industrial wood coatings used to make furniture, kitchen cabinets, and building products, where

Sherwin-Williams and Valspar were two of the top three industrial wood coatings manufacturers.

Industrial wood coatings, which include stains, topcoats, and sealants, provide better resistance

to abrasion and water than consumer wood coatings. To remedy these concerns, the Commission

issued a consent order requiring Sherwin-Williams to divest two Valspar industrial wood

coatings plants, one in High Point, North Carolina, and the other in Cornwall, Ontario, to Axalta

Coating Systems Ltd., a leading supplier of coatings to large automotive and industrial original

equipment manufacturers. Following a public comment period, the Commission approved the

final order on July 28, 2017.

In the Matter of DaVita Inc., RV Management Corp., Renal Ventures Partners, LLC, Renal Ventures Limited,

LLC, and Renal Ventures Management, LLC, FTC Dkt. C-4616 (final order issued on June 14, 2017), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0204/davita-rv-management-renal-ventures.

In the Matter of Emerson Electric Company, and Pentair plc, FTC Dkt. C-4615 (final order issued on June 30,

2017), available at https://www.ftc.gov/enforcement/cases-proceedings/161-0221/emerson-electric-pentair.

In the Matter of The Sherwin-Williams Company and The Valspar Corporation, FTC Dkt. C-4621 (final order

issued on July 28, 2017), available at https://www.ftc.gov/enforcement/cases-proceedings/161-0116/sherwinwilliamsvalspar-matter.

In Alimentation Couche-Tard/CST Brands, 45 the Commission challenged Alimentation

Couche-Tard Inc.'s proposed $4.4 billion acquisition of CST Brands, Inc. The Commission's

complaint alleged that the proposed merger would have reduced competition for the retail sales

of gasoline and diesel in 71 local markets. At the time of the merger, Alimentation Couche-Tard

operated convenience stores and retail fuel stations worldwide, including nearly 4,700 in United

States. Its convenience stores primarily operate under the Circle K and Kangaroo Express

banners, and the retail fuel sells under numerous brands. CST operated 1,146 convenience stores

and retail fuel stations in the United States. Its convenience stores primarily operated under the

Corner Store banner, while its fuel stations generally use the Valero brand. According to the

complaint, the geographic markets for the retail sale of gasoline and diesel were local and

generally ranged from a few blocks to a few miles. The complaint alleged that without a remedy

the merger would have increased market concentration for the retail sales of gasoline or diesel in

each of the 71 local markets, resulting in a monopoly in ten markets and reduced the number of

competitors in the rest from three to two competitors. To remedy these concerns, the

Commission issued a consent order requiring Alimentation Couche-Tard to divest 70 CST fuel

stations to Empire Petroleum Partners. The divested fuel stations were located in Arizona,

Colorado, Florida, Georgia, Louisiana, New Mexico, Ohio, and Texas. Following a public

comment period, the Commission approved the final order on August 14, 2017.

In Broadcom/Brocade Communications Systems, 46 the Commission challenged

Broadcom Limited's proposed $5.9 billion acquisition of Brocade Communications Systems, Inc.

The Commission's complaint alleged that the proposed merger would have been anticompetitive

because of Broadcom's access to the confidential business information of Brocade's major

competitor, Cisco Systems. Such information could be used to restrain competition or slow

innovation in the worldwide market for fibre channel switches. According to the complaint,

Brocade and Cisco were the only two competitors in the worldwide market for fibre channel

switches, and Broadcom supplied both companies with application-specific integrated circuits to

make fibre channel switches. The complaint further alleged that as the new owner of Brocade,

Broadcom could have used Cisco's confidential business information to unilaterally exercise

market power or to coordinate action among Brocade and Cisco, increasing the likelihood that

customers would pay higher prices for fibre channel switches. To remedy these concerns, the

Commission issued a consent order preventing Broadcom from using Cisco's competitively

sensitive confidential information for any purpose other than designing, manufacturing, and

selling fibre channel application-specific integrated circuits for Cisco. To assure compliance, the

Commission appointed a monitor for five years. The Commission cooperated with its

counterparts in a number of jurisdictions that also reviewed the transaction, including the

European Commission, China, and Japan. Following a public comment period, the Commission

approved the final order on August 17, 2017.

In the Matter of Alimentation Couch-Tard Inc. and CST Brands, Inc., FTC Dkt. C-4618 (final order issued on

August 14, 2017), available at https://www.ftc.gov/enforcement/cases-proceedings/file-no-161-0207-docket-no-c4618/alimentation-couche-tard-cst-brands.

In the Matter of Broadcom Ltd. and Brocade Communications Systems, Inc., FTC Dkt. C-4622 (final order issued

on August 17, 2017), available at https://www.ftc.gov/enforcement/cases-proceedings/171-0027/broadcomlimitedbrocade-communications-systems.

In Abbott Laboratories/Alere, 47 the Commission challenged Abbott Laboratories’

proposed $8.3 billion acquisition of Alere, Inc., over concerns that the proposed merger would

have harmed competition in the United States for the sale of two types of medical devices: pointof-care blood gas testing systems and point-of-care cardiac marker testing systems. Point-ofcare blood gas testing systems measure blood pH, oxygen, carbon dioxide, and electrolyte levels

in the blood. Point-of-care cardiac marker testing systems measure specific proteins in the blood

to access whether a patient is having a heart attack. To remedy these concerns, the Commission

issued a consent order requiring Alere to divest its blood gas testing systems to Siemens

Aktiengelsellschaft and its cardiac marker testing systems to Quidel Corporation. Following a

public comment period, the Commission approved the final order on November 14, 2017.

In Integra Lifesciences/Johnson & Johnson, 48 the Commission challenged Integra’s

proposed $1 billion acquisition of Johnson & Johnson’s Codman Neuro division. The

Commission’s complaint alleged that the proposed merger would have harmed competition in

five medical device product market lines used in operative neurosurgery, hydrocephalus

management, and neuro-critical care. To remedy these concerns, the Commission issued a

consent order requiring Integra to sell these medical device product lines to Natus Medical, Inc.

In addition, the consent order required Integra to divest its manufacturing facility in San Diego

and supply Natus with cranial access kits until Natus secured its own supply. Following a public

comment period, the Commission approved the final order on December 22, 2017.

In Baxter International/Claris Lifesciences and Arjun Handa, 49 the Commission

challenged Baxter’s proposed $625 million acquisition of Claris’ injectable drugs business. The

Commission’s complaint alleged that the proposed merger would have reduced competition in

the market for the antifungal agent fluconazole in saline intravenous bags, as well as future

competition in the market for milrinone in dextrose intravenous bags, which dilates blood

vessels, lowers blood pressure and allows blood to flow more easily through the cardiovascular

system. To remedy these concerns, the Commission issued a consent order requiring the parties

to divest all of Claris’s rights to these injectable drugs to Renaissance Lakewood

Pharmaceuticals. Following a public comment period, the Commission approved the final order

on August 30, 2017.

In Mars, Inc./VCA, 50 the Commission challenged Mars’ proposed $9.1 billion acquisition

of pet care company VCA, alleging that the proposed merger would have harmed competition

for certain specialty and emergency veterinary services in ten localities in the United States by

eliminating head-to-head competition between Mars and VCA specialists. The Commission

issued a consent order requiring the parties to divest clinics in Kansas City, New York, Phoenix,

In the Matter of Abbott Laboratories and Alere, Inc., FTC Dkt. C-4625 (final order issued on Nov. 14, 2017),

available at https://www.ftc.gov/enforcement/cases-proceedings/161-0084/abbott-laboratories-alere-inc.

In the Matter of Integra Lifesciences Corp. and Johnson & Johnson, FTC Dkt. C-4624 (final order issued on Dec.

22, 2017), available at https://www.ftc.gov/enforcement/cases-proceedings/171-0084/integra-lifesciences-johnsonjohnson.

In the Matter of Baxter International, Inc., Claris Lifesciences Limited, and Arjun Handa, FTC Dkt. C-4620 (final

order issued on August 30, 2017), available at https://www.ftc.gov/enforcement/cases-proceedings/171-0052/baxterinternational-inc-claris-lifesciences-limited-arjun.

In the Matter of Mars, Inc. and VCA Inc., FTC Dkt. C-4633 (final order issued on December 19, 2017), available

at https://www.ftc.gov/enforcement/cases-proceedings/171-0057/mars-incorporated-vca-inc.

Chicago, Corpus Christi, San Antonio, and two clinics in Seattle. Under the terms of the consent

order, Mars was required for ten years to notify the Commission if it planned to acquire any

additional specialty or emergency veterinary clinics in certain geographic areas. The consent

order also required both Mars and VCA to secure all third-party consents, assignments, and

releases permitting the buyers to conduct business at the divested clinics. Following a public

comment period, the Commission approved the final order on December 19, 2017.

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. The

premerger notification program ensures that the antitrust agencies review virtually every

relatively large merger and acquisition that affects U.S. consumers before consummation. Prior

to the HSR Act, 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, the harm continued.

Because the premerger notification program requires reporting before consummation, the

agencies’ ability to obtain timely, effective relief to prevent anticompetitive effects has vastly

improved. Thus, 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.

The Commission and the Antitrust Division also regularly examine the premerger

notification program’s effectiveness and continually seek ways to increase accessibility, promote

transparency, and improve the review process to reduce the burden on the filing parties without

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

substantially lessen competition.

LIST OF APPENDICES

Appendix A: Summary of Transactions, Fiscal Years 2008 - 2017

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

Years 2008 - 2017

LIST OF EXHIBITS

Exhibit A:

Statistical Tables for Fiscal Year 2017 – Data Profiling Hart-Scott-Rodino

Notification Filings and Enforcement Interests

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 2008 – 2017

APPENDIX A

SUMMARY OF TRANSACTIONS BY FISCAL YEAR

2008

2009

2010

Transactions Reported

1,726

716

1,166 1,450 1,429 1,326 1,663 1,801 1,832 2,052

Filings Received 1

3,455

1,411 2,318 2,882 2,829 2,628 3,307 3,585 3,674 4,083

1,656

684

1,128 1,414 1,400 1,286 1,618 1,754 1,772 1,992

1.3%

2.2%

1.8%

1.7%

1.4%

1.9%

1.1%

1.4%

1.7%

1.2%

2.3%

2.0%

2.2%

2.1%

1.7%

1.3%

1.5%

1.6%

0.9%

1,385

575

953

1,157 1,094

990

1,274 1,366 1,374 1,552

Granted5

1,021

396

704

888

902

797

1,020 1,086 1,102 1,220

Not Granted5

364

179

249

269

192

193

254

Adjusted Transactions In Which A

Second Request Could Have Been

Issued 2

Investigations in Which Second Requests

Were Issued

FTC 3

Percent 4

DOJ3

Percent4

Transactions Involving a Request For

Early Termination 5

2011

2012

2013

2014

2015

280

2016

272

2017

332

Note: 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.

2 These figures omit from the total number of transactions reported all transactions for which the agencies were not authorized to request additional information. These include (1)

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

3 These statistics are based on the date the Second Request was issued and not the date the investigation was opened.

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

component values due to rounding.

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

APPENDIX B

NUMBER OF TRANSACTIONS REPORTED

AND

FILINGS RECEIVED BY MONTH

FOR

FISCAL YEARS 2008 - 2017

APPENDIX B

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

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

October

158

128

122

127

124

144

168

163

November

191

135

217

169

260

159

157

243

215

December

172

108

122

157

148

January

158

104

125

118

117

153

February

119

114

140

127

153

March

131

116

111

100

128

125

146

April

128

140

131

129

150

May

150

108

142

117

157

152

168

209

June

146

108

117

142

150

155

150

191

July

128

120

130

162

170

140

146

August

126

120

164

133

122

151

216

166

219

September

119

120

100

120

103

173

168

142

159

TOTAL

1,726

716

1,166

1,450

1,429

1,326

1,663

1,801

1,832

2,052

APPENDIX B

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

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

October

319

185

146

252

242

255

247

289

345

329

November

380

165

242

422

332

511

325

322

483

416

December

343

177

193

188

180

211

239

314

297

January

316

126

188

203

151

244

236

307

February

246

116

157

185

169

236

257

249

298

March

242

232

195

215

172

195

252

265

302

April

272

119

182

190

193

151

271

265

249

290

May

294

114

216

284

231

228

315

305

331

402

June

293

213

231

275

181

304

322

304

388

July

259

121

187

240

269

186

323

327

284

291

August

251

149

238

329

259

240

292

425

339

446

September

240

159

243

201

237

204

344

338

275

317

TOTAL

3,455

1,411

2,318

2,882

2,829

2,628

3,307

3,585

3,674

4,083

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 2017

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTERESTS

TABLE I

FISCAL YEAR 2017 1

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

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

Below 50M 5

0.1%

0.0%

50M - 100M 5

145

7.3%

4.8%

2.8%

7.6%

0.0%

100M - 150M 5

346

17.4%

7.5%

1.7%

9.2%

0.9%

0.3%

1.2%

150M - 200M 5

271

13.6%

6.3%

1.1%

7.4%

0.7%

0.0%

0.7%

200M - 300M 5

250

12.6%

13.2%

5.6%

18.8%

1.6%

0.4%

2.0%

300M - 500M 5

255

12.8%

9.0%

2.0%

11.0%

0.4%

0.8%

1.2%

500M - 1000M5

469

23.5%

10.0%

3.6%

13.6%

1.3%

1.1%

2.3%

Over 1000M 5

255

12.8%

20.4%

9.0%

29.4%

6.7%

3.5%

10.2%

ALL TRANSACTIONS

1,992

100.0%

205

10.3%

3.6%

13.9%

1.7%

0.9%

2.6%

TABLE II

FISCAL YEAR 2017 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

0.1%

0.0%

LESS THAN 100M 5

146

7.3%

2.5%

1.4%

4.0%

0.0%

LESS THAN 150M 5

492

24.7%

11.9%

3.6%

15.5%

5.9%

2.0%

7.8%

LESS THAN 200M 5

763

38.3%

18.1%

4.7%

22.7%

9.8%

2.0%

11.8%

LESS THAN 300M 5

1,013

50.9%

30.0%

9.7%

39.7%

17.6%

3.9%

21.6%

LESS THAN 500M 5

1,268

63.7%

106

38.3%

11.6%

49.8%

19.6%

7.8%

27.5%

LESS THAN 1000M 5

1,729

86.8%

149

53.8%

17.7%

71.5%

29.4%

17.6%

47.1%

ALL TRANSACTIONS

1,992

205

74.0%

26.0%

100.0%

64.7%

35.3%

100.0%

TABLE III

FISCAL YEAR 2017 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

Below 50M 5

0.0%

50M - 100M 5

4.8%

2.8%

7.6%

3.4%

5.6%

2.5%

1.4%

4.0%

100M - 150M 5

7.5%

1.7%

9.2%

12.7%

8.3%

9.4%

2.2%

11.6%

150M - 200M 5

6.3%

1.1%

7.4%

8.3%

4.2%

6.1%

1.1%

7.2%

200M - 300M 5

13.2%

5.6%

18.8%

16.1%

19.4%

11.9%

5.1%

17.0%

300M - 500M 5

9.0%

2.0%

11.0%

11.2%

6.9%

8.3%

1.8%

10.1%

500M - 1000M5

10.0%

3.6%

13.6%

22.9%

23.6%

17.0%

6.1%

23.1%

Over 1000M 5

20.4%

9.0%

29.4%

25.4%

31.9%

18.8%

8.3%

27.1%

ALL TRANSACTIONS

205

277

10.3%

3.6%

13.9%

100.0%

74.0%

26.0%

100.0%

TABLE IV

FISCAL YEAR 2017 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

Below 50M 5

0.0%

50M - 100M 5

0.0%

100M - 150M 5

0.2%

0.1%

0.2%

0.9%

0.3%

1.2%

5.9%

2.0%

7.8%

150M - 200M 5

0.1%

0.0%

0.1%

0.7%

0.0%

0.7%

3.9%

0.0%

3.9%

200M - 300M 5

0.2%

0.1%

0.3%

1.6%

0.4%

2.0%

7.8%

2.0%

9.8%

300M - 500M 5

0.1%

0.2%

0.4%

0.8%

1.2%

2.0%

3.9%

5.9%

500M - 1000M5

0.3%

0.6%

1.3%

1.1%

2.3%

11.8%

9.8%

21.6%

Over 1000M 5

0.9%

0.5%

1.3%

6.7%

3.5%

10.2%

33.3%

17.6%

51.0%

ALL TRANSACTIONS

1.7%

0.9%

2.6%

1.7%

0.9%

2.6%

64.7%

35.3%

100.0%

TABLE V

FISCAL YEAR 2017 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)

137

6.9%

1.5%

3.6%

5.1%

0.0%

$100M (as adjusted)

210

10.5%

2.9%

1.9%

4.8%

0.0%

$500M (as adjusted)

1.3%

3.8%

11.5%

15.4%

0.0%

25%

0.3%

0.0%

50%

868

43.6%

115

13.2%

5.1%

18.3%

2.8%

1.4%

4.1%

ASSETS ONLY

271

13.6%

20.7%

2.6%

23.2%

2.2%

0.7%

3.0%

NCI

475

23.8%

5.3%

1.9%

7.2%

0.6%

0.8%

1.5%

ALL TRANSACTIONS

1,992

100.0%

205

10.3%

3.6%

13.9%

1.7%

0.9%

2.6%

TABLE VI

FISCAL YEAR 2017 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

PERCENT OF

ASSET RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

250

12.6%

2.0%

0.0%

2.0%

0.0%

50M - 100M

1.2%

0.0%

100M - 150M

1.5%

0.0%

150M - 200M

103

5.2%

2.9%

1.0%

3.9%

0.0%

200M - 300M

4.2%

6.0%

3.6%

9.5%

2.4%

1.2%

3.6%

300M - 500M

123

6.2%

1.6%

4.1%

5.7%

0.0%

500M - 1000M

192

9.6%

7.3%

2.1%

9.4%

1.0%

0.5%

1.6%

Over 1000M

1,186

59.5%

176

14.8%

5.0%

19.8%

2.4%

1.3%

3.8%

ALL TRANSACTIONS

1,992

100.0%

205

10.3%

3.6%

13.9%

1.7%

0.9%

2.6%

TABLE VII

FISCAL YEAR 2017 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

206

10.3%

1.9%

1.0%

2.9%

0.0%

50M - 100M

3.2%

6.3%

1.6%

0.0%

1.6%

100M - 150M

2.8%

1.8%

7.1%

8.9%

0.0%

150M - 200M

2.1%

0.0%

2.4%

0.0%

200M - 300M

4.0%

2.5%

0.0%

2.5%

0.0%

300M - 500M

156

7.8%

5.1%

1.3%

6.4%

0.0%

1.3%

500M - 1000M

206

10.3%

8.7%

4.4%

13.1%

1.9%

1.0%

2.9%

Over 1000M

1000

50.2%

168

16.8%

5.2%

22.0%

2.8%

1.4%

4.2%

Sales Not Available 7

185

9.3%

1.1%

0.0%

1.1%

0.0%

ALL TRANSACTIONS

1,992

100.0%

205

10.3%

3.6%

13.9%

1.7%

0.9%

2.6%

TABLE VIII

FISCAL YEAR 2017 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

315

15.8%

5.4%

2.2%

7.6%

0.3%

0.6%

50M - 100M

219

11.0%

7.8%

1.8%

9.6%

0.9%

0.0%

0.9%

100M - 150M

153

7.7%

10.5%

3.9%

14.4%

0.7%

1.3%

150M - 200M

123

6.2%

11.4%

1.6%

13.0%

1.6%

0.8%

2.4%

200M - 300M

147

7.4%

10.2%

2.0%

12.2%

2.0%

0.7%

2.7%

300M - 500M

155

7.8%

14.8%

2.6%

17.4%

0.0%

1.3%

500M - 1000M

188

9.4%

13.3%

2.1%

15.4%

0.5%

1.1%

Over 1000M

453

22.7%

10.2%

6.0%

16.1%

3.8%

1.5%

5.3%

Assets Not Available 8

239

12.0%

13.4%

6.3%

19.7%

2.5%

1.7%

4.2%

ALL TRANSACTIONS

1,992

100.0%

205

10.3%

3.6%

13.9%

1.7%

0.9%

2.6%

TABLE IX

FISCAL YEAR 2017 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

PERCENT OF

SALES RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

319

16.0%

8.5%

2.5%

11.0%

1.6%

0.6%

2.2%

50M - 100M

302

15.2%

7.0%

3.3%

10.3%

0.3%

0.7%

100M - 150M

179

9.0%

10.1%

3.9%

14.0%

0.6%

1.1%

1.7%

150M - 200M

147

7.4%

8.8%

2.0%

10.9%

1.4%

0.0%

1.4%

200M - 300M

167

8.4%

9.0%

1.8%

10.8%

1.2%

2.4%

300M - 500M

199

10.0%

14.6%

2.0%

16.6%

1.0%

0.5%

1.5%

500M - 1000M

197

9.9%

11.7%

2.5%

14.2%

2.0%

0.5%

2.5%

Over 1000M

388

19.5%

12.9%

7.0%

19.8%

3.9%

1.8%

5.7%

Sales not Available 10

4.7%

9.6%

5.3%

14.9%

1.1%

2.1%

3.2%

ALL TRANSACTIONS

1,992

100.0%

205

10.3%

3.6%

13.9%

1.7%

0.9%

2.6%

TABLE X

FISCAL YEAR 2017 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

2016 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

000 13

Not Available

210

10.5%

-0.4%

113 13

Forestry and and Logging

0.1%

-0.2%

114 13

Fishing, Hunting and Trapping

0.1%

115 13

Support Activities for Agriculture and Forestry

0.1%

0.0%

211 13

Oil and Gas Extraction

1.4%

0.5%

212 13

Mining (except Oil and Gas)

0.3%

-0.1%

213 13

Support Activities for Mining

1.0%

0.7%

221 13

Utilities

1.6%

-0.8%

232 13

Trade Contracting

0.1%

236 13

Construction of Buildings

0.2%

0.0%

237 13

Heavy and Civil Engineering Construction

0.6%

0.0%

238 13

Specialty Trade Contractors

0.9%

0.3%

311 13

Food and Kindred Products

1.8%

-0.2%

312 13

Beverage and Tobacco Product Manufacturing

0.9%

0.1%

313 13

Textile Mills

0.1%

0.0%

314 13

Textile Products

0.1%

0.0%

315 13

Apparel Manufacturing

0.3%

0.2%

316 13

Leather and Allied Product Manufacturing

0.1%

321 13

Wood Product Manufacturing

0.2%

-0.1%

322 13

Paper Manufacturing

0.9%

0.3%

323 13

Printing and Related Support Actitivies

0.2%

0.0%

TABLE X

FISCAL YEAR 2017 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

2016 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

324 13

Petroleum and Coal Products Manufacturing

1.1%

-0.1%

325 13

Chemical Manufacturing

139

7.0%

-0.3%

326 13

Plastics and Rubber Manfuacturing

1.1%

-0.3%

327 13

Nonmetallic Mineral Product Manufacturing

0.6%

-0.1%

331 13

Primary Metal Manufacturing

0.7%

0.1%

332 13

Fabricated Metal Product Manufacturing

1.1%

0.0%

333 13

Machinery Manufacturing

1.5%

-0.5%

334 13

Computer and Electronic Product Manufacturing

3.1%

0.6%

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

0.8%

0.2%

2.7%

0.4%

337 13

Furniture and Related Product Manufacturing

0.2%

0.0%

339 13

Miscellaneous Manufacturing

1.2%

-0.2%

423 13

Merchant Wholesalers, Durable Goods

3.8%

-1.2%

424 13

Merchant Wholesales, Nondurable Goods

4.6%

0.2%

425 13

Wholesale Electric Markets and Agent and Brokers

0.4%

0.2%

441 13

Motor Vehicle and Parts Dealers

0.9%

0.1%

442 13

Furniture and Home Furnishing Stores

0.4%

0.2%

443 13

Miscellaneous Repair Services

0.1%

0.0%

444 13

Electronics and Appliance Stores

0.2%

0.1%

445 13

Food and Beverage Stores

0.2%

0.0%

446 13

Health and Personal Care Stores

0.4%

0.1%

336 13

TABLE X

FISCAL YEAR 2017 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

2016 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

447 13

Gasoline Stations

0.2%

-0.2%

448 13

Clothing and Clothing Accessories Stores

0.4%

0.2%

451 13

Sporting Goods, Hobby, Book, and Music Stores

0.1%

-0.1%

452 13

General Merchandise Stores

0.4%

0.2%

453 13

Miscellaneous Store Retailers

0.1%

0.0%

454 13

Nonstore Retailers

0.4%

0.1%

481 13

Air Transportation

0.3%

0.2%

482 13

Railroad Transportation

0.1%

483 13

Water Transportation

0.3%

0.1%

484 13

Truck Transportation

0.3%

-0.1%

485 13

Transit and Ground Transportation

0.1%

0.0%

486 13

Pipeline Transportation

0.8%

0.3%

488 13

Support Actitivies for Transportation

0.4%

-0.1%

493 13

Warehousing and Storage

0.2%

0.1%

511 13

Publishing Industries (except Internet)

2.9%

0.2%

512 13

Motion Pictures and Sound Recording Industries

0.6%

-0.1%

515 13

Broadcasting (except Internet)

0.7%

0.1%

516 13

Internet Publishing and Broadcasting

0.1%

517 13

Telecommunications

2.4%

0.4%

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

1.7%

0.8%

0.1%

519 13

TABLE X

FISCAL YEAR 2017 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

2016 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

521 13

Monetary Authorities - Central Bank

0.1%

522 13

Credit Intermediation and Related Activities

1.8%

0.2%

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

194

9.7%

-0.1%

3.3%

0.3%

525 13

Funds, Trusts, and Other Financial Vehicles

3.3%

-0.5%

531 13

Real Estate

0.8%

0.3%

532 13

Rental and Leasing Services

0.4%

-0.3%

533 13

Lessors of Nonfinancial Intangible Assets (except

Copyrighted Works)

Professional, Scientific, and Technical Services

0.5%

-0.2%

524 13

541 13

119

6.0%

0.1%

551 13

Management Companies and Enterprises

0.1%

0.0%

561 13

Administrative and Support Services

1.8%

-1.0%

562 13

Waste Management and Remediation Services

0.2%

0.0%

611 13

Educational Services

0.2%

-0.1%

621 13

Ambulatory Health Care Services

1.8%

0.5%

622 13

Hospitals

1.6%

-0.4%

623 13

Nursing Care Facilities

0.1%

-0.1%

624 13

Social Assistance

0.3%

0.2%

711 13

Performing Arts, Spector Sports, and Related Industries

0.3%

0.2%

713 13

Amusement, Gambling, and Recreation Industries

0.2%

0.1%

721 13

Accommodation

0.3%

-0.4%

722 13

Food Services and Drinking Places

1.4%

0.6%

TABLE X

FISCAL YEAR 2017 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

2016 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

811 13

Repairs and Maintenance

0.5%

0.3%

812 13

Personal and Laundry Services

0.3%

0.0%

999 13

Nonclassificable Establishments

0.1%

1,992

100.0%

205

277

TABLE XI

FISCAL YEAR 2017

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2016 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

100

5.0%

0.3%

111 1

Crop Production

0.2%

112 1

Animal Production

0.1%

114 1

Fishing, Hunting and Trapping

0.1%

211 1

Oil and Gas Extraction

2.0%

0.3%

212 1

Mining (except Oil and Gas)

1.1%

0.6%

213 1

Support Activities for Mining

0.9%

0.3%

221 1

Utilities

2.5%

-0.5%

236 1

Construction of Buildings

0.2%

-0.1%

237 1

Heavy and Civil Engineering Construction

0.3%

-0.5%

238 1

Specialty Trade Contractors

0.8%

0.1%

311 1

Food and Kindred Products

2.5%

0.3%

312 1

Beverage and Tobacco Product Manufacturing

0.9%

-0.4%

313 1

Textile Mills

0.1%

314 1

Textile Products

0.1%

0.0%

315 1

Apparel Manufacturing

0.2%

0.1%

316 1

Leather and Allied Product Manufacturing

0.1%

321 1

Wood Product Manufacturing

0.2%

0.1%

322 1

Paper Manufacturing

0.7%

0.1%

323 1

Printing and Related Support Actitivies

0.4%

0.0%

324 1

Petroleum and Coal Products Manufacturing

0.9%

0.5%

TABLE XI

FISCAL YEAR 2017

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2016 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

325 1

Chemical Manufacturing

118

5.9%

0.3%

326 1

Plastics and Rubber Manfuacturing

1.4%

0.1%

327 1

Nonmetallic Mineral Product Manufacturing

0.6%

-0.1%

331 1

Primary Metal Manufacturing

1.0%

0.3%

332 1

Fabricated Metal Product Manufacturing

1.7%

0.4%

333 1

Machinery Manufacturing

1.6%

-0.6%

334 1

Computer and Electronic Product Manufacturing

2.9%

-0.8%

335 1

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

0.8%

-0.3%

2.6%

0.7%

337 1

Furniture and Related Product Manufacturing

0.3%

0.1%

339 1

Miscellaneous Manufacturing

2.0%

0.1%

423 1

Merchant Wholesalers, Durable Goods

4.8%

0.0%

424 1

Merchant Wholesales, Nondurable Goods

3.8%

-2.6%

425 1

Wholesale Electric Markets and Agent and Brokers

0.3%

-0.3%

441 1

Motor Vehicle and Parts Dealers

0.8%

0.0%

442 1

Furniture and Home Furnishing Stores

0.3%

-0.1%

443 1

Miscellaneous Repair Services

0.1%

-0.1%

444 1

Electronics and Appliance Stores

0.2%

445 1

Food and Beverage Stores

0.3%

-0.1%

446 1

Health and Personal Care Stores

0.2%

-0.2%

447 1

Gasoline Stations

0.2%

-0.2%

336 1

TABLE XI

FISCAL YEAR 2017

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2016 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

448 1

Clothing and Clothing Accessories Stores

0.5%

0.1%

451 1

Sporting Goods, Hobby, Book, and Music Stores

0.1%

-0.1%

452 1

General Merchandise Stores

0.1%

0.0%

453 1

Miscellaneous Store Retailers

0.1%

-0.4%

454 1

Nonstore Retailers

1.1%

-0.1%

481 1

Air Transportation

0.3%

0.0%

482 1

Railroad Transportation

0.1%

0.0%

483 1

Water Transportation

0.2%

0.0%

484 1

Truck Transportation

1.3%

1.0%

485 1

Transit and Ground Transportation

0.1%

486 1

Pipeline Transportation

1.5%

0.1%

488 1

Support Actitivies for Transportation

0.6%

-0.5%

492 1

Couriers

0.2%

-0.1%

493 1

Warehousing and Storage

0.6%

0.3%

511 1

Publishing Industries (except Internet)

4.4%

-0.4%

512 1

Motion Pictures and Sound Recording Industries

0.7%

0.2%

515 1

Broadcasting (except Internet)

0.6%

0.2%

517 1

Telecommunications

1.9%

0.4%

518 1

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

4.4%

1.0%

1.5%

-0.3%

Credit Intermediation and Related Activities

2.3%

-0.2%

519 1

522 1

TABLE XI

FISCAL YEAR 2017

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2016 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

2.3%

-0.3%

2.5%

0.0%

525 1

Funds, Trusts, and Other Financial Vehicles

0.1%

-0.1%

531 1

Real Estate

0.6%

0.0%

532 1

Rental and Leasing Services

0.8%

0.1%

533 1

Lessors of Nonfinancial Intangible Assets (except Copyrighted

Works)

Professional, Scientific, and Technical Services

0.6%

-0.1%

523 1

524 1

541 1

186

9.3%

0.6%

561 1

Administrative and Support Services

2.6%

0.1%

562 1

Waste Management and Remediation Services

0.5%

-0.1%

611 1

Educational Services

0.5%

0.2%

621 1

Ambulatory Health Care Services

2.8%

0.3%

622 1

Hospitals

1.6%

-0.3%

623 1

Nursing Care Facilities

0.3%

0.2%

624 1

Social Assistance

0.1%

0.0%

711 1

Performing Arts, Spector Sports, and Related Industries

0.2%

-0.1%

713 1

Amusement, Gambling, and Recreation Industries

0.6%

-0.1%

721 1

Accommodation

0.3%

-0.2%

722 1

Food Services and Drinking Places

1.3%

0.4%

811 1

Repairs and Maintenance

0.5%

-0.1%

812 1

Personal and Laundry Services

0.3%

-0.1%

TABLE XI

FISCAL YEAR 2017

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

1,992

CLEARANCE

GRANTED TO FTC

OR DOJ

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2016 12

FTC

DOJ

TOTAL

100.0%

205

277

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

508

1 Fiscal year 2017 figures include transactions reported between October 1, 2016 and September 30, 2017.

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 2017, 2,052 transactions were reported under the HSR Premerger Notification program. The smaller number, 1,992, 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 2017 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. As of FY 2017, the threshold

categories include non-corporate interests (NCI), encompassing transactions in which the acquiring entity acquires 50% of more of the non-corporate interests of the acquired

entity.

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 2016 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.