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DEPARTMENT OF JUSTICE

BUREAU OF COMPETITION

ANTITRUST DIVISION

hart-scott-rodino annual report

Fiscal Year 2018

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Forty-First Annual Report)

Joseph J. Simons

Makan Delrahim

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 2018 1 to protect consumers—individuals, businesses, 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 2018, 2,111 transactions were reported under the HSR Act,

representing about a 2.9 percent increase from the 2,052 transactions reported in fiscal year 2017.

(See Figure 1 below.)

HSR Merger Transactions Reported

Fiscal Years 2009-2018

2,500

2,052

Number of Transactions

2,000

1,801

1,832

2015

2016

2,111

1,663

1,450

1,500

1,429

1,326

1,166

1,000

716

500

2009

2010

2011

2012

2013

2014

Fiscal Year

(Figure 1)

Fiscal year 2018 covered the period of October 1, 2017 through September 30, 2018.

2017

2018

During fiscal year 2018, the Commission brought 22 merger enforcement challenges. 2 In 12

matters, the Commission accepted consent orders for public comment, all of which resulted in final

orders. Five were abandoned or restructured as a result of antitrust concerns raised during the

investigation. And in five cases, 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.

Again this year, the Commission resolved most merger enforcement actions by a negotiated

settlement. For instance, the Commission took action to preserve competition related to Northrop

Grumman’s proposed merger with Orbital ATK. Northrop supplies the U.S. government with

missile systems, including tactical missiles, strategic missiles, and missile defense interceptors.

Orbital ATK is the premier supplier of solid rocket motors, an essential input for missile systems.

The FTC required a firewall and non-discrimination provisions to prevent the vertical merger from

reducing competition for missile systems, which would have resulted in less innovation and higher

prices for taxpayers. In another settlement, the Commission also moved to preserve competition in

local retail fuel markets, challenging 7-Eleven’s proposed $3.3 billion acquisition of approximately

1,100 retail fuel outlets from Sunoco. The complaint alleged that, without divestitures, the

acquisition would increase the likelihood that 7-Eleven could have unilaterally raised prices or the

small number of remaining competitors could have increased prices by coordinating their actions in

more than 20 markets. The FTC required 7-Eleven to divest 26 7-Eleven retail fuel stations to

Sunoco and for Sunoco to retain 33 fuel stations it otherwise would have sold to 7-Eleven.

The Commission successfully blocked two proposed acquisitions by obtaining a preliminary

injunction in federal court; two other proposed mergers were abandoned after the Commission voted

to challenge them. In February, the FTC issued an administrative complaint and authorized staff to

seek a preliminary injunction to prevent the merger of Wilhelmsen Maritime and Drew Marine, the

two largest suppliers of water treatment chemicals and services used by large ships to maintain their

on-board ship equipment. The Commission issued an administrative complaint and sought a

preliminary injunction in federal court alleging that the combined firm would control at least 60

percent of the global marine water treatment chemical and service market. After the U.S. District

Court for the District of Columbia granted a preliminary injunction, the parties abandoned the

merger.

In December 2017, the Commission issued an administrative complaint challenging Tronox

Limited’s proposed acquisition of Cristal. The firms were the two largest suppliers of chloride

process titanium dioxide, a white pigment used in a variety of products including paint, industrial

coatings, plastics, and paper. According to the complaint, the transaction would have increased the

likelihood of coordination among the remaining competitors in the industry, as well as the likelihood

that Tronox could exercise market power to reduce future output and prices. After an administrative

hearing on the merits concluded in June 2018, changed circumstances led the FTC to file a motion for

a preliminary injunction in federal court to enjoin the transaction pending the outcome of the

administrative proceeding. In September 2018, the district court granted the FTC’s request for a

preliminary injunction. In December 2018, the administrative law judge issued an initial decision

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 2018.

upholding the FTC’s complaint. Tronox and Cristal agreed to settle the charges by divesting Cristal’s

North American titanium dioxide assets. The Commission’s final order requiring divestiture of these

assets ended the litigation over the proposed transaction.

During fiscal year 2018, the Antitrust Division challenged 17 merger transactions. The

Division resolved eight of these 17 cases by filing a complaint and proposed settlement

simultaneously in U.S. district court, and the Division brought suit to enjoin one transaction. Of the

remaining eight challenges, in four the parties abandoned the proposed transaction, and in the

remaining four the parties restructured the transaction to resolve the Division’s concerns.

The Division resolved the numerous horizontal and vertical concerns raised by Bayer AG’s

$66 billion acquisition of Monsanto Company by negotiating a divestiture package of businesses and

assets valued at approximately $9 billion. Bayer and Monsanto were two of the largest agricultural

companies in the world and the acquisition would have substantially lessened competition in 17

distinct agricultural markets. Under the terms of the final judgment filed simultaneously with the

complaint, the parties agreed to sell the divestiture businesses and assets to BASF SE, an experienced

chemical company with a substantial crop protection business.

The Division also challenged a consummated transaction, highlighting the importance of

remedying anticompetitive behavior whenever it is uncovered. The Division required TransDigm

Group Incorporated to unwind its acquisition of its only meaningful competitor for certain restraint

systems for commercial aircraft. TransDigm’s acquisition of SCHROTH Safety Products GmbH and

substantially all the assets of Takata Protection Systems, Inc. (collectively, SCHROTH) from Takata

Corporation eliminated all head-to-head competition between the two companies in the development,

manufacture, and sale of restraint systems used on commercial airplanes worldwide, which would

have resulted in higher prices for several types of restraint systems used on commercial airplanes and

diminished innovation in the development of new airplane restraints. Under the terms of the final

judgment filed simultaneously with the complaint, TransDigm agreed to divest all of the SCHROTH

assets it acquired from Takata.

The Division also worked to ensure that the Federal government and state governments

fostered competitive procurement markets. The Division expressed concerns earlier this year, for

example, about the proposed merger between Ultra Electronics Holdings plc and Sparton

Corporation, after which the parties abandoned their transaction. Ultra and Sparton are the only

suppliers of sonobuoys to the United States Navy. Since 2009, Ultra and Sparton have produced

sonobuoys through their joint venture, known as ERAPSCO, and have responded to the Navy’s

sonobuoy acquisition contracts with a sole ERAPSCO bid. However, after a joint investigation and

consultation with the Division, the Navy informed the companies that it was moving to a competitive

acquisition strategy and would seek to have the companies compete against each other for sonobuoy

procurement. The Division then informed the parties that their proposed merger raised significant

competitive concerns. Shortly thereafter, the parties abandoned their planned merger.

Similarly, the Division challenged three transactions where the proposed acquisitions would

likely have resulted in higher prices for Department of Transportation (DOT) qualified aggregate.

The Division, along with the states attorneys general, challenged, (1) Vulcan Materials Company’s

acquisition of Aggregates USA, LLC (Aggregates USA), which would have combined the only two

potential suppliers of DOT-qualified aggregate in parts of Tennessee and Virginia; (2) Martin

Marietta Materials, Inc.’s proposed acquisition of Bluegrass Materials Company, LLC, which would

have substantially lessened competition for DOT-qualified aggregate in parts of Georgia and

Maryland; and (3) CRH Americas Materials, Inc.’s proposed acquisition of quarry assets from

Pounding Mill Quarry Corporation, which would have combined two of only three competitive

sources of DOT-qualified aggregate in southern West Virginia and would have strengthened CRH

Americas’ virtual monopoly in the supply of asphalt concrete in southern West Virginia.

In fiscal year 2018, 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 PNO continued to provide information necessary for the notification process on its PNO

website, 3 which serves as an HSR practitioner’s primary source of information on the HSR form and

instructions for completing it, rules, current filing thresholds, notices of grants of early termination,

filing fee instructions, and procedures for submitting post-consummation 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 includes a catalog of informal interpretation letters, giving practitioners 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 (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 was published, containing a sectionby-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

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-formal-interpretations/statements4

The primary purpose of the statutory scheme, as the legislative history makes clear, is to

provide the antitrust enforcement agencies with the opportunity to review mergers and acquisitions

before they occur. The premerger notification program, with its filing and waiting period

requirements, provides the agencies with both the time and the information necessary to conduct this

antitrust review. Much of the information for a preliminary antitrust evaluation is included in the

HSR form and the accompanying documents 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 reviewing 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. For the ten-year period covering fiscal years 2009-2018, Appendix A shows

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 2009 through 2018.

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

fiscal year 2018 increased 2.9 percent from the number of transactions reported in fiscal year 2017.

In fiscal year 2018, 2,111 transactions were reported, whereas 2,052 were reported in fiscal year

2017. 9 Of the 2,111 reported transactions, Second Requests could have been issued in 2,028 of them.

basis-purpose.

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

2,028 adjusted transactions in fiscal year 2018, and the data presented in the Tables and the percentages discussed in the text of

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

Requests were issued in fiscal year 2018 decreased from the previous year. Second Requests were

issued in 45 merger investigations in fiscal year 2018 (26 issued by the FTC and 19 issued by the

Antitrust Division); Second Requests were issued in 51 merger investigations in fiscal year 2017 (33

issued by the FTC and 18 issued by the Antitrust Division). The percentage of transactions in which

a Second Request was issued decreased from 2.6 percent in fiscal year 2017 to 2.2 percent in fiscal

year 2018. See Figure 2 below.

Percentage of Transactions Resulting in Second Request

Fiscal Years 2009-2018

5.0%

4.5%

3.7%

3.9%

Percent of Transactions

4.0%

3.7%

3.5%

3.2%

3.5%

3.0%

2.7%

2.6%

3.0%

2.2%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

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 2018, early termination was requested in

74.0 percent (1,500) of the adjusted transactions reported. In fiscal year 2017, early termination was

requested in 77.9 percent (1,552) of the transactions reported. The percentage of requests granted out

of the total requested decreased from 78.6 percent in fiscal year 2017 to 78.0 percent in fiscal year

2018.

this Report (e.g., percentage of transactions resulting in Second Requests) are based on this figure.

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

enforcement activities for transactions reported in fiscal year 2018. The tables include information

showing 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 a Second Request. For instance, Table III of

Exhibit A shows that in fiscal year 2018, the agencies received clearance to conduct an initial

investigation in 14.1 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 2018, the aggregate dollar value of reported

transactions was $2.2 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 2018 based on the acquired entity’s

operations. 11

Percentage of Transactions By Industry Group of Acquired Entity

Fiscal Year 2018

Health Services,

4.2%

Chemicals &

Pharmaceuticals,

4.0%

Transportation, 2.8%

Energy & Natural

Resources, 6.3%

Consumer Goods &

Services, 31.0%

Information

Technology, 8.7%

Other, 20.2%

Manufacturing,

13.6%

Banking & Insurance,

9.2%

(Figure 3)

The information on the value of reported adjusted transactions for fiscal year 2018 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 29, 2018, 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

$80.8 million to $84.4 million, became effective February 28, 2018.

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 2018. 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 $41,484 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 2018, 33 post-consummation “corrective”

filings were received; however, the agencies did not bring any enforcement actions.

83 Fed. Reg. 4,050 (Jan. 29, 2018).

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 $41,484 effective January 22,

2018 (83 Fed. Reg. 2902 (Jan. 22, 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.

MERGER ENFORCEMENT ACTIVITY 16

The Department of Justice

During fiscal year 2018, the Antitrust Division challenged 17 merger transactions that

it concluded would substantially lessen competition if allowed to proceed as proposed. In

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

eight of these court challenges, the Division filed settlement papers simultaneously with the

complaint. The other court challenge was litigated in the U.S. district court and, after a trial

on its merits, the court found in favor of the Defendants. Of the eight fiscal year 2018

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

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

the Division’s concerns. 17

In United States v. CenturyLink, Inc. and Level 3 Communications, Inc., 18 the Division

challenged the proposed acquisition of Level 3 Communications, Inc. by CenturyLink, Inc.

The complaint alleged that the transaction, as originally structured, would substantially lessen

competition for particular enterprise and wholesale telecommunications services in three

Metropolitan Statistical Areas (MSA) 19 by eliminating Level 3 as one of only three providers

of fiber-based local connectivity telecommunications services. The transaction also would

have substantially lessened competition for the sale of intercity dark fiber in 30 pairs of cities

by creating a duopoly in some cities and a monopoly in the remaining city pairs. A proposed

final judgment filed simultaneously with the complaint on October 2, 2017, required

CenturyLink to divest Level 3’s entire fiber-based metropolitan area network in Albuquerque,

New Mexico; Boise City-Nampa, Idaho; and Tucson, Arizona. The settlement also required

CenturyLink to transfer the IRU (Indefensible Right of Use) for 24 strands of dark fiber on 30

specified routes. The Court entered the final judgement on March 6, 2018.

In United States v. Entercom Communications Corporation and CBS Corporation, 20

the Division challenged Entercom Communications Corporation’s proposed acquisition of

certain broadcast radio stations from CBS Corporation. The complaint alleged that the

transaction, as originally structured, would eliminate the substantial head-to-head competition

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) Knorr-Bremse AG’s proposed acquisition of Haldex AB; (2) Delta Air Lines Inc.’s proposed joint venture and

acquisition of an increased stake in Grupo Aeroméxico SAB de CV; (3) Proposed Schlumberger Ltd. and Weatherford

PLC OneStim Joint Venture; (4) Proposed merger between Ultra Electronics Holdings plc and Spartan Corporation;

(5) Sinclair Television Group, Inc.’s proposed acquisitions of Tribune Media Company and Bonten Media Group, Inc.;

(6) First Horizon National Corporation’s proposed acquisition of Capital Financial Bank Corporation; (7) First

Financial Bancorp’s proposed acquisition of Mainsource Financial Group, Inc.; and (8) Proposed combination of

Ygreen Energy Fund Inc. and Renovate America, Inc.

United States v. CenturyLink, Inc. and Level 3 Communications, Inc., No.1:17-cv-02028 (D.D.C. filed Oct. 2, 2017).

An MSA is a geographic region defined by the Office of Management and Budget for use by federal statistical

agencies, such as the Census Bureau. It is based on the concept of a core urban area with a large concentrated

population, plus adjacent communities having close economic social ties to the core.

United States v. Entercom Communications Corporation and CBS Corporation, No. 1:17-cv-2268 (D.D.C. filed

Nov. 1, 2017).

between Entercom and CBS in the sale of radio advertising to advertisers targeting Englishlanguage listeners in the Boston, Sacramento, and San Francisco Designated Market Areas

(DMAs) 21 (collectively, the Local Markets). This loss in competition likely would have

resulted in higher prices to advertisers in the Local Markets. At the same time the complaint

was filed, on November 1, 2017, the Division filed a proposed final judgment requiring the

parties to divest certain radio stations in the Local Markets. The court entered the final

judgment on January 31, 2018.

In United States v. AT&T Inc., DirectTV Group Holdings, LLC and Time Warner

Inc., the Division filed suit to enjoin AT&T Inc. from acquiring Time Warner Inc. The

complaint alleged that the transaction would provide AT&T with the incentive and ability to

charge its rival multichannel video programming distributors (MVPDs) supra-competitive

prices for TimeWarner networks which would result in reduced competition in the market for

pay TV and thus higher prices and less innovation for consumers. The complaint also alleged

that the merger would increase the likelihood of anticompetitive coordination that would

lessen competition from innovative providers of pay TV. On June 12, 2018, after a trial on its

merits, the U.S. District Court for the District of Columbia ruled in favor of the Defendants.

On February 26, 2019, the United States Court of Appeals for the District of Columbia

affirmed the district court’s decision.

In United States v. TransDigm Group Incorporated, 23 the Division challenged

TransDigm Group Inc.’s consummated acquisition of SCHROTH Safety Products GmbH

from Takata Corporation. The complaint alleged that the consummated transaction combined

TransDigm subsidiary, AmSafe Inc., the dominant supplier of restraint systems for

commercial aircraft, with its only meaningful competitor, SCHROTH. As a result, the

complaint alleged that the acquisition would likely lessen competition substantially for the

development, manufacture, and sale of restraint systems used on commercial airplanes

worldwide. This loss of competition likely would have resulted in higher prices for several

types of restraint systems used on commercial airplanes and diminished innovation in the

development of new airplane restraints. On December 21, 2017, at the same time the

complaint was filed, the Division filed a proposed final judgment requiring TransDigm to

divest all of the SCHROTH assets it acquired from Takata. The court entered the final

judgment on April 4, 2018.

In United States and State of Tennessee v. Vulcan Materials Company, SPO Partners

II, L.P. and Aggregates USA, LLC, 24 the Division along with the State of Tennessee

challenged the proposed acquisition of SPO Partners II, L.P.’s aggregates business,

Aggregates USA, LLC, by Vulcan Materials Company. The complaint alleged that the

acquisition, as originally structured, would combine the only two potential suppliers of

DMAs are industry-recognized geographic boundaries used in evaluating radio audience size and demographic

composition.

United States v. AT&T Inc., DirectTV Group Holdings, LLC and Time Warner Inc., No. 1:17-cv-2511 (D.D.C. filed

Nov. 20, 2017).

United States v. TransDigm Group Incorporated, No. 1:17-cv-2735 (D.D.C. filed Dec. 21, 2017).

United States v. Vulcan Materials Company, SPO Partners II, L.P. and Aggregates USA, LLC, No. 1:17-cv-2761

(D.D.C. filed Dec. 22, 2017).

Tennessee and Virginia DOT-qualified aggregate in the Knoxville, Tennessee, Tri-Cities,

Tennessee, and Abingdon, Virginia markets. This combination likely would have

substantially lessened competition in these markets for DOT-qualified aggregate resulting in

higher prices and poorer customer service for aggregate customers in these areas. Under the

terms of a proposed final judgment filed simultaneously with the complaint on December 22,

2017, the parties agreed to divest 13 active quarries and yards and four inactive quarries in

east Tennessee and southwest Virginia. The court entered the final judgment on April 6,

2018.

In United States and State of Maryland v. Martin Marietta Materials, Inc., LG

Panadero, L.P., Panadero Corp., Panadero Aggregates Holdings, LLC, and Bluegrass

Materials Company, LLC, 25 the Division and the State of Maryland challenged Martin

Marietta Materials, Inc.’s proposed acquisition of Bluegrass Materials Company, LLC. The

complaint alleged that the acquisition, as initially structured, would eliminate head-to-head

competition between Martin Marietta and Bluegrass in supplying DOT-qualified aggregate to

customers in and immediately around Forsyth County and north Fulton County, Georgia, and

in and immediately around Washington County, Maryland. This loss of competition likely

would have resulted in increased prices and decreased customer service for aggregate

customers in these areas. A proposed final judgment, filed simultaneously with the complaint

on April 25, 2018, required Martin Marietta to divest quarries and related assets in Georgia

and Maryland. On July 16, 2018, the court entered the final judgment.

In United States v. CRH PLC, CRH Americas Materials, Inc., and Pounding Mill

Quarry Corporation, 26 the Division challenged CRH America Materials Inc.’s proposed

acquisition of quarry assets from Pounding Mill Quarry Corporation. The complaint alleged

that, as originally structured, the acquisition would combine two of only three competitive

sources of DOT-qualified aggregate in southern West Virginia resulting in higher prices for

aggregate customers in the area. The complaint also alleged that the acquisition would

strengthen CRH’s virtual monopoly in the supply of asphalt concrete in southern West

Virginia by eliminating Pounding Mill as a source of aggregate for its competitor. This loss in

competition would have provided CRH with the ability and incentive to disadvantage its

competitor by denying it access to aggregate, reliable delivery and competitive prices,

resulting in higher prices for the sale of asphalt concrete in the area. The Division filed a

complaint and proposed final judgment on June 22, 2018. The decree required CRH to divest

Pounding Mill’s quarry in Rocky Gap, Virginia. The court entered the final judgment on

November 28, 2019.

In United States v. Bayer AG and Monsanto Company, 27 the Division challenged

Bayer AG’s proposed $66 billion acquisition of Monsanto Company. Bayer and Monsanto

were two of the largest agricultural companies in the world. The complaint alleged that the

acquisition would substantially lessen competition in 17 agricultural product markets within

United States v. Martin Marietta Materials, Inc., LG Panadero, L.P., Panadero Corp., Panadero Aggregates

Holdings, LLC, and Bluegrass Materials Company, LLC, No. 1:18-cv-973 (D.D.C. filed Apr. 25, 2018).

United States v. CRH PLC, CRH Americas Materials, Inc., and Pounding Mill Quarry Corporation, No. 1:18-cv1473 (D.D.C. filed June 22, 2018).

United States v. Bayer AG and Monsanto Company, No.1:18-cv-1241 (D.D.C. filed May 29, 2018).

the following four broad categories: (1) genetically modified seeds and traits; (2) foundational

herbicides; (3) seed treatments; and (4) vegetable seeds. The loss of competition in each of

the affected markets would have resulted in higher prices, less innovation, fewer choices, and

lower-quality products for American farmers and customers. On May 29, 2018, the Division

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

decree, Bayer agreed to divest businesses and assets valued at approximately $9 billion to

BASF. The required divestitures included the Bayer businesses that competed with

Monsanto; the Bayer seed treatment businesses that, when combined with Monsanto’s seed

business, would have given the company the incentive and ability to harm competition by

raising the prices it charged rival seed companies, intellectual property and research

capabilities and additional assets that were needed to give BASF the scale and scope to

compete with the combined company. On February 8, 2019, the court entered the final

judgment.

In United States v. The Walt Disney Company and Twenty-First Century Fox, Inc., 28

the Division challenged the acquisition by The Walt Disney Company of certain assets and

businesses of Twenty-First Century Fox, Inc., including Fox’s ownership of, or interests in, its

regional sports networks (RSNs), FX cable networks, National Geographic cable networks,

television studio, Hulu, film studio, and internal television businesses. The complaint alleged

that the acquisition would eliminate the head-to-head competition between Disney’s ESPN

franchise of networks and Fox’s portfolio of twenty-two RSNs in the licensing of cable sports

programing to multichannel video programming distributors (MVPD) in 25 Designated

Marketing Areas (DMA) across the United States. This loss in competition likely would have

resulted in increased MVPD licensing fees in each DMA market, and because licensing fees

typically are passed onto consumers, higher subscription fees for MVPD customers. On June

27, 2018, the Division filed a complaint and proposed final judgment requiring the parties to

divest all of Fox’s interests in its 22 RSNs.

The Federal Trade Commission

During fiscal year 2018, the Commission challenged 22 merger enforcement

transactions that it concluded would substantially lessen competition if allowed to proceed as

proposed. In five cases, the Commission initiated administrative or federal court litigation.

In Wilhelmsen Maritime Services/Drew Marine, 29 the Commission filed an

administrative complaint challenging Wilhelmsen Maritime Services’ $400 million proposed

acquisition of Drew Marine Group, and authorized FTC staff to seek a preliminary injunction

in federal court to maintain the status quo pending the outcome of its administrative

proceeding. The complaint alleged that the proposed merger would likely reduce competition

for certain marine water treatment chemicals and services used by global fleets, including

tankers, container ships, bulk carriers, cruise ships, and military support vessels to maintain

United States v. The Walt Disney Company and Twenty-First Century Fox, Inc., No. 1:18-cv-5800 (S.D.N.Y. filed

June 27, 2018).

In the Matter of Wilhelm Wilhelmsen and Drew Marine Intermediate II B.V. and Drew Marine Group, Inc., FTC

Dkt. C-9380 (complaint filed on Feb. 22, 2018), https://www.ftc.gov/enforcement/cases-proceedings/1710161/wilhelm-wilhelmsendrew-marine.

critical on-board ship equipment. Wilhelmsen Maritime Services and Drew Marine Group,

respectively, were the largest and second-largest suppliers of water treatment chemicals and

services and each other’s closest competitors. If consummated, the merger would have

resulted in a company with at least 60 percent of the global marine water treatment chemical

and service market. On July 21, 2018, the U.S. District Court for the District of Columbia

granted a preliminary injunction. Shortly thereafter, Wilhelmsen and Drew abandoned their

proposed merger and the Commission dismissed its administrative complaint.

In Tronox/Cristal, 30 the Commission filed an administrative complaint challenging

Tronox’s $1.67 billion proposed acquisition of Cristal and authorized FTC staff to seek a

preliminary injunction to maintain the status quo pending the outcome of its administrative

proceeding. The Commission’s complaint alleged that the proposed merger would likely

reduce competition in the North American market for chloride process titanium dioxide

(TiO2). The combined firm and the other top supplier, Chemours, would have controlled the

vast majority of chloride TiO2 sales in North America. If consummated, the acquisition

would have increased the risk of coordinated interaction among the remaining competitors and

the risk of future anticompetitive output reductions by Tronox. On September 5, 2018, the

U.S. District Court for the District of Columbia granted the FTC’s request for a preliminary

injunction pending the outcome of the administrative trial. On December 14, Chief

Administrative Law Judge Chappell ruled in favor of FTC staff, holding that the proposed

acquisition would substantially lessen competition in the relevant market for the sale of

chloride process titanium dioxide. The Commission accepted a settlement that required

Tronox to divest Cristal’s North American titanium dioxide assets; the final order requiring

divestiture issued on May 28, 2019.

In J.M. Smucker/Conagra, 31 the Commission filed an administrative complaint

challenging Smucker’s $285 million proposed acquisition of Conagra’s Wesson cooking oil

brand and authorized FTC staff to seek a preliminary injunction to maintain the status quo

pending the outcome of its administrative proceeding. The Commission’s complaint alleged

that the proposed merger would likely lessen competition between Smucker’s Crisco brand

and Wesson’s canola and vegetable cooking oils. According to the complaint, documents

suggested that Crisco and Wesson compete intensely for sales to retailers and the merger

would eliminate price competition between the two brands. Shortly after the Commission

filed its complaint, the parties abandoned the transaction.

In CDK/Auto/Mate, 32 the Commission filed an administrative complaint challenging

CDK’s $190 million proposed acquisition of Auto/Mate and authorized FTC staff to seek a

preliminary injunction to maintain the status quo pending the outcome of its administrative

proceeding. The complaint alleged that by acquiring Auto/Mate, CDK would become the

largest provider of Dealer Management System software in the United States. Car dealerships

In the Matter of Tronox Limited and National Industrialization Company, FTC Dkt. C-9377 (complaint filed on Dec.

5, 2017), https://www.ftc.gov/enforcement/cases-proceedings/171-0085/tronoxcristal-usa.

In the Matter of J.M. Smucker Co. and Conagra Brands, Inc., FTC Dkt. C-9831 (complaint filed on Mar. 5, 2018),

https://www.ftc.gov/enforcement/cases-proceedings/171-0182/jm-smuckerconagra-matter.

In the Matter of CDK Global, Inc. and Auto/Mate, Inc., FTC Dkt. C-9382 (complaint filed on Mar. 19, 2018),

https://www.ftc.gov/enforcement/cases-proceedings/171-0156/cdk-global-automate-matter.

use this software to manage all aspects of their business. According to the complaint,

although smaller than CDK and Reynolds & Reynolds, Auto/Mate had been winning new

business by offering dealers lower prices, free software, flexible contract terms, and high

quality customer service. The proposed merger would have eliminated this beneficial

competition. Shortly after the Commission filed its complaint, the parties abandoned the

transaction.

In Otto Bock/Freedom Innovations, 33 the Commission filed an administrative complaint

challenging the consummated merger of two prosthetics manufacturers that are top sellers of

prosthetic knees equipped with microprocessors. According to the complaint, Otto Bock’s

consummated acquisition of FIH Group Holdings (Freedom Innovations) harmed competition

in the United States for microprocessor prosthetic knees by eliminating head-to-head

competition between the two companies. On May 6, 2019, Chief Administrative Law Judge

Chappell ruled in favor of FTC staff. He found that the direct competition between Otto Bock

and FIH in the microprocessor prosthetic knee market had enabled clinic customers to

negotiate lower prices and spurred innovation. As a result, the acquisition would have

significantly increased concentration in the MPK market, giving rise to a presumption that it

would have lessened competition. The ALJ ordered Otto Bock to divest FIH’s assets to a

Commission-approved buyer. This matter is before the Commission on appeal.

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

following 12 merger matters.

In Becton, Dickinson/C.R. Bard, 34 the Commission challenged Becton, Dickinson’s $24

billion proposed acquisition of C.R. Bard. The complaint alleged that the proposed merger

would likely harm competition in two medical device markets: tunneled home drainage

catheter systems and soft tissue core needle biopsy devices. Becton, Dickinson and C.R. Bard

were the top two suppliers in the United States for these devices. The Commission issued a

consent order requiring Becton, Dickinson to divest its soft tissue core needle biopsy device

business and C.R. Bard’s tunneled home drainage catheter system business to Utah-based

medical device supplier Merit Medical Systems. Following a public comment period, the

Commission approved the final order on January 19, 2018.

In Agrium/Potash, 35 the Commission challenged Agrium’s $13.8 billion proposed

acquisition of Potash. The complaint alleged that the proposed merger would likely harm

competition in two markets: the North American market for SPA, a highly concentrated form

of phosphoric acid that contains the essential crop nutrient phosphate, and the market for 6567 percent concentration nitric acid sold to customers near and to the east of the parties’ nitric

In the Matter of Otto Bock HealthCare North America, FTC Dkt. C-9378 (complaint filed on Dec. 20, 2017),

https://www.ftc.gov/enforcement/cases-proceedings/171-0231/otto-bock-healthcarefreedom-innovations.

In the Matter of Becton, Dickinson and Company and C.R. Bard, Inc., FTC Dkt. C-4637 (final order issued on Jan.

19, 2018), https://www.ftc.gov/enforcement/cases-proceedings/171-0140/becton-dickinson-company-cr-bard-incmatter company-cr-bard-inc-matter.

In the Matter of Agrium Inc. and Potash Corporation, FTC Dkt. C-4638 (final order issued on Feb. 5, 2018),

https://www.ftc.gov/enforcement/cases-proceedings/161-0232/agrium-inc-potash-corporation-nutrien-ltd.

acid plants in Ohio. Without a remedy, the merger would have eliminated the head-to-head

competition between Agrium and Potash for the sales of SPA and nitric acid. The

Commission issued a consent order requiring Agrium to divest two facilities located in Idaho

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

February 5, 2018.

In Seven & i/Sunoco, 36 the Commission challenged 7-Eleven’s (Seven & i is 7Eleven’s parent company) $3.3 billion proposed acquisition of approximately 1,100 Sunoco

retail fuel outlets. According to the complaint, the proposed merger would likely harm

competition in 76 local markets across 20 metropolitan statistical areas. The complaint

alleged that without a remedy, the acquisition increased the likelihood that 7-Eleven could

have unilaterally raised prices or that the small number of remaining competitors could

increase prices by coordinating their actions. The Commission issued a consent order

requiring 7-Eleven to divest 26 retail fuel outlets it owned to Sunoco. The order also required

Sunoco to retain 33 fuel outlets that 7-Eleven otherwise would have acquired. Following a

public comment period, the Commission approved the final order on March 26, 2018.

In Red Ventures/Bankrate, 37 the Commission challenged Red Ventures’ $1.4 billion

proposed acquisition of Bankrate. The Commission's complaint alleged that the proposed

merger would likely harm competition in the market for third-party paid referral services for

senior living facilities. According to the complaint, two of Red Ventures’ largest shareholders

jointly owned A Place for Mom.com (APFM), the largest provider of such services, and they

also owned a 34 percent stake, plus significant management rights, in the owner of APFM’s

most significant competitor, Caring.com. The Commission alleged that the combination of

interests gave the firms the ability and incentive to reduce competition between APFM and

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

consent order requiring the parties to divest Caring.com no later than six months after the

acquisition and provide transition services to the buyer. The parties were also required to

establish firewalls related to Caring.com’s confidential business information. Following a

public comment period, the Commission approved the final order on March 1, 2018.

In Alimentation Couche-Tard/Holiday, 38 the Commission challenged Alimentation

Couche-Tard’s $1.6 billion proposed acquisition of 380 retail fuel outlets owned by Holiday

Companies. The complaint alleged that the proposed merger would likely reduce the number

of independent market participants from three to two or from four to three in ten local

markets, increasing the likelihood that ACT could act unilaterally or in coordination with the

remaining firms to reduce competition. To remedy these concerns, the Commission issued a

consent order requiring ACT to identify a buyer or buyers and divest ten fuel stations in

Minnesota and Wisconsin. Following a public comment period, the Commission approved

In the Matter of Seven & I Holdings Co., LTD and Sunoco LP, FTC Dkt. C-4641 (final order issued on Mar. 26,

2018), https://www.ftc.gov/enforcement/cases-proceedings/171-0126-c-4641/seven-i-holdings-7-eleven-sunoco.

In the Matter of Red Ventures Holdco, LP and Bankrate, Inc., FTC Dkt. C-4627 (final order issued on Mar. 1, 2018),

https://www.ftc.gov/enforcement/cases-proceedings/file-no-1710196/red-ventures-holdco-bankrate.

In the Matter of Alimentation Couche-Tard Inc. and CrossAmerica Partners LP, FTC Dkt. C-4635 (final order

issued on Feb. 15, 2018), https://www.ftc.gov/enforcement/cases-proceedings/1710184/alimentation-couche-tardcrossamerica-partners-matter.

the final order on February 15, 2018.

In Alimentation Couche-Tard/Jet-Pep, 39 the Commission challenged Alimentation

Couche-Tard’s proposed acquisition of 120 Jet-Pep retail fuel outlets. The complaint alleged

that without a remedy, ACT’s acquisition of Jet-Pep would likely reduce the number of

independent market participants in three local markets to three or fewer participants and

would have increased the likelihood that ACT could have exercised market power. To

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

retail fuel outlet in Brewton, one in Monroeville, and one in Valley, Alabama. Following a

public comment period, the Commission approved the final order on January 5, 2018.

In Grifols/Biotest, 40 the Commission challenged Grifols’ $286 million proposed

acquisition of Biotest’s U.S. operations. The complaint alleged that the proposed merger

would likely harm competition in the markets for the collection of human blood plasma in

Lincoln, Nebraska, Augusta, Georgia, and Youngstown, Ohio. Grifols and Biotest were the

only companies operating collection centers in these markets and the proposed merger would

have resulted in a merger-to-monopoly in these cities. To remedy these concerns, the

Commission issued a consent order requiring Grifols to divest blood plasma collection centers

in each of these cities. Under the terms of the consent order, Grifols divested its plasma

collection centers to KedPlasma. The complaint also alleges that, absent a remedy, the

acquisition would harm the U.S. market for hepatitis B immune globulin (HBIG), a plasmaderived injectable medicine that provides hepatitis B antibodies for preventing hepatitis B

infections. When Grifols announced the proposed acquisition in December 2017, Biotest US

owned 41 percent of ADMA Biologics, Inc., which has the largest share in the U.S. market for

HBIG and competes with Grifols and one other supplier. Biotest US had transferred its

ownership share in ADMA to The Biotest Divestiture Trust, the parent company of Biotest

US. Because Grifols was only seeking to acquire Biotest US and not its parent, Grifols did

not acquire any ownership interest in ADMA under the proposed acquisition. The order

prohibited Grifols from acquiring, without prior notification, any ownership interest in ADMA

or obtaining any rights to nominate or obtain representation on the ADMA Board of Directors.

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

17, 2018.

In Northrop Gruman/Orbital, 41 the Commission challenged Northrop’s $7.8 billion

proposed acquisition of Orbital, an aerospace and defense contractor. The complaint alleged

that the proposed merger would likely reduce competition in the solid rocket motor (SRM)

market. Orbital is the premier supplier of SRMs that propel missiles to their targets and are

essential for missile systems sold to the Department of Defense. According to the complaint,

In the Matter of Alimentation Couche-Tard Inc. and CrossAmerica Partners LP, FTC Dkt. C-4631 (final order

issued on Jan. 5, 2019), https://www.ftc.gov/enforcement/cases-proceedings/1710207/alimentation-couchetard-crossamerica-partners.

In the Matter of Grifols, S.A., FTC Dkt. C-4654 (final order issued on Sept. 17, 2018),

https://www.ftc.gov/enforcement/cases-proceedings/181-0081/grifols-sa-grifols-shared-services-north-america-incmatter.

In the Matter of Northrop Gruman Corporation and Orbital ATK, FTC Dkt. C-4652 (final order issued on Dec. 3,

2018), https://www.ftc.gov/enforcement/cases-proceedings/181-0005-c-4652/northrop-grumman-orbital-atk.

Northrop would have had the incentive to withhold access to SRMs or increase prices of

SRMs to its competitors. As a result, competitors would have been forced to increase prices,

or decide not to compete at all, which would have decreased the competitive pressure on

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

Northrop to separate the operation of its SRM business from the rest of the company’s

operations with a firewall. The order also appointed a compliance officer from the

Department of Defense to oversee Northrop’s conduct pursuant to this consent order.

Following a public comment period, the Commission approved the final order on December 3,

2018.

In CRH/Ash Grove, 42 the Commission challenged CRH’s $3.5 billion proposed

acquisition of Ash Grove Cement Company. The complaint alleged that the proposed merger

would likely harm competition in the markets for portland cement in Montana; sand and

gravel in Omaha, Nebraska, and Council Bluffs, Iowa; and crushed limestone in the Johnson

County, Kansas area. According to the complaint, the proposed merger would reduce the

number of significant competitors in each of these markets, thereby increasing the likelihood

that the merged company could have unilaterally exercised market power. To remedy these

concerns, the Commission issued a consent order requiring CRH to divest its cement plant and

quarry in Three Forks, Montana; a sand-and-gravel operation in Omaha, Nebraska; and two

hot-mix asphalt plants and three limestone quarries in Olathe and Louisburg, Kansas.

Following a public comment period, the Commission approved the final order on August 1,

2018.

In Penn National Gaming/Pinnacle, 43 the Commission challenged Penn National’s

$2.8 billion proposed acquisition of Pinnacle. The complaint alleged that the proposed merger

would likely harm competition for casino services in St. Louis, Missouri; Kansas City,

Missouri; and Cincinnati, Ohio. Casino services include gaming services such as slots and

table games, as well as related lodging, entertainment, and food and beverage services.

According to the complaint, the proposed merger would reduce direct competition in these

markets because Penn and Pinnacle were close and vigorous competitors. The combination

would increase the likelihood that Penn could have exercised market power, leading to higher

prices and reduced quality for consumers of casino services. To remedy these concerns, the

Commission issued a consent order requiring Pinnacle to divest its Ameristar St. Charles

property in St. Louis, Pinnacle’s Ameristar Kansas City property, and both Pinnacle properties

in Cincinnati (Belterra Park and Belterra Resort). Following a public comment period, the

Commission approved the final order on February 21, 2019.

In Amneal/Impax, 44 the Commission challenged Amneal’s $1.45 billion proposed

acquisition of Impax. The complaint alleged that the proposed merger would likely harm

In the Matter of CRH plc and Ash Grove Cement Company, FTC Dkt. C-4653 (final order issued on Aug. 1, 2018),

https://www.ftc.gov/enforcement/cases-proceedings/171-0230-c-4653/crh-plc.

In the Matter of Penn National Gaming, Inc.,and Pinnacle Entertainment, Inc., FTC Dkt. C-4658 (final order issued

on Feb. 21, 2019), https://www.ftc.gov/enforcement/cases-proceedings/181-0011/penn-national-gaming-pinnacleentertainment-matter.

In the Matter of Amneal Holdings and Impax Laboratories, FTC Dkt. C-4650 (final order issued on June 29, 2018),

https://www.ftc.gov/enforcement/cases-proceedings/181-0017-c-4650/amneal-holdings-impax-laboratories-matter.

competition for ten generic drug products. The generic drug products in question treat a

variety of conditions including depression, epilepsy, attention-deficit disorder, and

gastrointestinal issues. According to the complaint, entry into the market from new

competitors would not be timely, likely, or sufficient in magnitude to deter or counteract any

anticompetitive effects of the acquisition. To remedy these concerns, the Commission issued a

consent order requiring Amneal and Impax to divest rights and assets to these ten products to

three other companies: ANI, Perrigo, and G&W Laboratories. Following a public comment

period, the Commission approved the final order on June 29, 2018.

In Air Medical Group/AMR, 45 the Commission challenged Air Medical’s $2.4 billion

proposed acquisition of AMR. Both companies operate air ambulance services. The

complaint alleged that the proposed merger would likely harm competition for air ambulance

transportation services between medical facilities in Hawaii. According to the complaint, Air

Medical and AMR were the only two providers of these services in Hawaii. Without a

remedy, the proposed merger would have created a monopoly for inter-facility air services in

Hawaii. To remedy these concerns, the Commission issued a consent order requiring AMR to

sell its inter-facility air ambulance business to AIRMD, a company that provides these

services on the mainland but did not have operations in Hawaii. Following a public comment

period, the Commission approved the final order on April 24, 2018.

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 postacquisition 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

In the Matter of Air Medical Group Holdings, Inc., FTC Dkt. C-4642 (final order issued on Apr. 24, 2018),

https://www.ftc.gov/enforcement/cases-proceedings/171-0217-c-4642/air-medical-group-kkr-northamerica-amrholdco.

transactions that may substantially lessen competition.

LIST OF APPENDICES

Appendix A:

Summary of Transactions, Fiscal Years 2009 - 2018

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

Years 2009 - 2018

LIST OF EXHIBITS

Exhibit A:

Statistical Tables for Fiscal Year 2018 – Data Profiling Hart-Scott- Rodino

Notification Filings and Enforcement Interests

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 2009 – 2018

APPENDIX A

SUMMARY OF TRANSACTIONS BY FISCAL YEAR

2009

2010

Transactions Reported

716

1,166 1,450 1,429 1,326 1,663 1,801 1,832 2,052 2,111

Filings Received1

1,411

2,318 2,882 2,829 2,628 3,307 3,585 3,674 4,083 4,188

684

1,128 1,414 1,400 1,286 1,618 1,754 1,772 1,992 2,028

2.2%

1.8%

1.7%

1.4%

1.9%

1.1%

1.4%

1.7%

1.3%

2.3%

2.0%

2.2%

2.1%

1.7%

1.3%

1.5%

1.6%

0.9%

575

953

1,157 1,094

990

1,274 1,366 1,374 1,552 1,500

Granted5

396

704

888

902

797

1,020 1,086 1,102 1,220 1,170

Not Granted5

179

249

269

192

193

254

Adjusted Transactions In Which A

Second Request Could Have Been

Issued2

Investigations in Which Second Requests

Were Issued

FTC3

Percent4

DOJ3

Percent4

Transactions Involving a Request For

Early Termination5

2011

2012

2013

2014

2015

280

2016

272

2017

332

2018

330

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 2009 - 2018

APPENDIX B

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

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

October

128

122

127

124

144

168

163

174

November

135

217

169

260

159

157

243

215

207

December

108

122

157

148

160

January

104

125

118

117

153

170

February

114

140

127

153

141

March

116

111

100

128

125

146

178

April

140

131

129

150

140

May

108

142

117

157

152

168

209

222

June

108

117

142

150

155

150

191

177

July

120

130

162

170

140

146

180

August

120

164

133

122

151

216

166

219

223

September

120

100

120

103

173

168

142

159

139

TOTAL

716

1,166

1,450

1,429

1,326

1,663

1,801

1,832

2,052

2,111

APPENDIX B

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

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

October

185

146

252

242

255

247

289

345

329

336

November

165

242

422

332

511

325

322

483

416

417

December

177

193

188

180

211

239

314

297

319

January

126

188

203

151

244

236

307

316

February

116

157

185

169

236

257

249

298

304

March

232

195

215

172

195

252

265

302

338

April

119

182

190

193

151

271

265

249

290

285

May

114

216

284

231

228

315

305

331

402

424

June

213

231

275

181

304

322

304

388

365

July

121

187

240

269

186

323

327

284

291

364

August

149

238

329

259

240

292

425

339

446

433

September

159

243

201

237

204

344

338

275

317

287

TOTAL

1,411

2,318

2,882

2,829

2,628

3,307

3,585

3,674

4,083

4,188

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 2018

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTERESTS

TABLE I

FISCAL YEAR 2018 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

50M - 100M 5

114

5.6%

6.1%

4.4%

10.5%

0.0%

100M - 150M 5

320

15.8%

5.3%

2.5%

7.8%

0.3%

0.0%

0.3%

150M - 200M 5

284

14.0%

7.0%

2.1%

9.2%

0.4%

0.7%

200M - 300M 5

232

11.4%

12.5%

1.3%

13.8%

1.3%

0.0%

1.3%

300M - 500M 5

274

13.5%

9.5%

2.6%

12.0%

1.5%

0.4%

1.8%

500M - 1000M5

529

26.1%

10.4%

3.8%

14.2%

1.1%

0.4%

1.5%

Over 1000M 5

275

13.6%

19.6%

10.5%

30.2%

4.0%

5.5%

9.5%

ALL TRANSACTIONS

2,028

100.0%

208

10.3%

3.8%

14.1%

1.3%

0.9%

2.2%

TABLE II

FISCAL YEAR 2018 1

ACQUISITIONS BY SIZE OF TRANSACTION (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

SECOND REQUEST INVESTIGATIONS 3

PERCENTAGE OF

TOTAL NUMBER OF

CLEARANCES

NUMBER

PERCENTAGE OF

TOTAL NUMBER OF

SECOND REQUESTS

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

LESS THAN 50M 5

0.0%

LESS THAN 100M 5

114

5.6%

2.4%

1.7%

4.2%

0.0%

LESS THAN 150M 5

434

21.4%

8.4%

4.5%

12.9%

2.2%

0.0%

2.2%

LESS THAN 200M 5

718

35.4%

15.4%

6.6%

22.0%

4.4%

2.2%

6.7%

LESS THAN 300M 5

950

46.8%

25.5%

7.7%

33.2%

11.1%

2.2%

13.3%

LESS THAN 500M 5

1,224

60.4%

34.6%

10.1%

44.8%

20.0%

4.4%

24.4%

LESS THAN 1000M 5

1,744

86.0%

151

52.8%

17.1%

69.9%

33.3%

8.9%

42.2%

ALL TRANSACTIONS

2,028

208

72.7%

27.3%

100.0%

57.8%

42.2%

100.0%

TABLE III

FISCAL YEAR 2018 1

TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY

CLEARANCE GRANTED AS A PERCENTAGE OF:

CLEARANCES

GRANTED TO

AGENCY

TRANSACTION RANGE

($MILLIONS)

TRANSACTIONS IN EACH

TRANSACTION RANGE

GROUP

TOTAL NUMBER

OF CLEARANCES

PER AGENCY

TOTAL NUMBER OF

CLEARANCES

GRANTED

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

50M - 100M 5

6.1%

4.4%

10.5%

3.4%

6.4%

2.4%

1.7%

4.2%

100M - 150M 5

5.3%

2.5%

7.8%

8.2%

10.3%

5.9%

2.8%

8.7%

150M - 200M 5

7.0%

2.1%

9.2%

9.6%

7.7%

7.0%

2.1%

9.1%

200M - 300M 5

12.5%

1.3%

13.8%

13.9%

3.8%

10.1%

1.0%

11.2%

300M - 500M 5

9.5%

2.6%

12.0%

12.5%

9.0%

9.1%

2.4%

11.5%

500M - 1000M5

10.4%

3.8%

14.2%

26.4%

25.6%

19.2%

7.0%

26.2%

Over 1000M 5

19.6%

10.5%

30.2%

26.0%

37.2%

18.9%

10.1%

29.0%

ALL TRANSACTIONS

208

286

10.3%

3.8%

14.1%

100.0%

72.7%

27.3%

100.0%

TABLE IV

FISCAL YEAR 2018 1

TRANSACTIONS IN WHICH SECOND REQUESTS WERE ISSUED

TRANSACTION RANGE

($MILLIONS)

INVESTIGATIONS IN

WHICH A SECOND

REQUEST WAS

ISSUED 3

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:

TOTAL NUMBER OF

TRANSACTIONS

TRANSACTIONS IN

EACH TRANSACTION

RANGE GROUP

TOTAL NUMBER OF

SECOND REQUEST

INVESTIGATIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

50M - 100M 5

0.0%

100M - 150M 5

0.0%

0.3%

0.0%

0.3%

2.2%

0.0%

2.2%

150M - 200M 5

0.0%

0.1%

0.4%

0.7%

2.2%

4.4%

200M - 300M 5

0.1%

0.0%

0.1%

1.3%

0.0%

1.3%

6.7%

0.0%

6.7%

300M - 500M 5

0.2%

0.0%

0.2%

1.5%

0.4%

1.8%

8.9%

2.2%

11.1%

500M - 1000M5

0.3%

0.1%

0.4%

1.1%

0.4%

1.5%

13.3%

4.4%

17.8%

Over 1000M 5

0.5%

0.7%

1.3%

4.0%

5.5%

9.5%

24.4%

33.3%

57.8%

ALL TRANSACTIONS

1.3%

0.9%

2.2%

1.3%

0.9%

2.2%

57.8%

42.2%

100.0%

TABLE V

FISCAL YEAR 2018 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)

140

6.9%

2.9%

2.1%

5.0%

0.0%

$100M (as adjusted)

226

11.1%

7.1%

1.8%

8.8%

0.0%

$500M (as adjusted)

2.0%

2.5%

5.0%

0.0%

2.5%

25%

0.3%

0.0%

14.3%

0.0%

50%

897

44.2%

112

12.5%

5.2%

17.7%

1.7%

3.3%

ASSETS ONLY

206

10.2%

18.0%

1.9%

19.9%

0.0%

NCI

512

25.2%

7.4%

3.5%

10.9%

2.1%

0.6%

2.7%

ALL TRANSACTIONS

2,028

100.0%

208

10.3%

3.8%

14.1%

1.3%

0.9%

2.2%

TABLE VI

FISCAL YEAR 2018 1

TRANSACTION BY ASSETS OF ACQUIRING PERSON

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

ASSET RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

272

13.4%

4.4%

1.8%

6.3%

0.7%

0.4%

1.1%

50M - 100M

1.6%

9.1%

3.0%

12.1%

0.0%

100M - 150M

2.3%

2.2%

4.3%

0.0%

150M - 200M

123

6.1%

4.1%

0.8%

4.9%

0.0%

0.8%

200M - 300M

3.4%

7.2%

1.4%

8.7%

0.0%

300M - 500M

107

5.3%

5.6%

1.9%

7.5%

0.0%

500M - 1000M

194

9.6%

7.2%

2.1%

9.3%

0.5%

0.0%

0.5%

Over 1000M

1,184

58.4%

162

13.7%

5.3%

19.0%

1.9%

1.4%

3.4%

ALL TRANSACTIONS

2,028

100.0%

208

10.3%

3.8%

14.1%

1.3%

0.9%

2.2%

TABLE VII

FISCAL YEAR 2018 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

224

11.0%

4.0%

1.3%

5.4%

0.0%

0.4%

50M - 100M

4.5%

2.2%

1.1%

3.3%

1.1%

0.0%

1.1%

100M - 150M

2.3%

6.5%

2.2%

8.7%

0.0%

150M - 200M

3.3%

6.0%

1.5%

7.5%

0.0%

1.5%

200M - 300M

4.3%

11.5%

2.3%

13.8%

0.0%

300M - 500M

124

6.1%

3.2%

4.8%

8.1%

0.0%

500M - 1000M

198

9.8%

7.6%

2.0%

9.6%

1.5%

1.0%

2.5%

Over 1000M

986

48.6%

154

15.6%

5.8%

21.4%

2.1%

1.5%

3.7%

Sales Not Available 7

205

10.1%

3.4%

1.5%

4.9%

0.5%

0.0%

0.5%

ALL TRANSACTIONS

2,028

100.0%

208

10.3%

3.8%

14.1%

1.3%

0.9%

2.2%

TABLE VIII

FISCAL YEAR 2018 1

TRANSACTION BY ASSETS OF ACQUIRED ENTITIES8

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

ASSET RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

304

15.0%

8.9%

1.0%

9.9%

0.3%

0.0%

0.3%

50M - 100M

247

12.2%

7.3%

4.0%

11.3%

0.4%

0.0%

0.4%

100M - 150M

167

8.2%

8.4%

2.4%

10.8%

0.0%

0.6%

150M - 200M

121

6.0%

9.1%

2.5%

11.6%

0.0%

200M - 300M

131

6.5%

5.3%

3.1%

8.4%

0.8%

1.5%

300M - 500M

160

7.9%

12.5%

1.3%

13.8%

2.5%

0.0%

2.5%

500M - 1000M

205

10.1%

14.6%

3.9%

18.5%

1.0%

0.0%

1.0%

Over 1000M

466

23.0%

10.7%

6.4%

17.2%

2.4%

2.8%

5.2%

Assets Not Available 8

227

11.2%

13.7%

6.2%

19.8%

2.6%

1.8%

4.4%

ALL TRANSACTIONS

2,028

100.0%

208

10.3%

3.8%

14.1%

1.3%

0.9%

2.2%

TABLE IX

FISCAL YEAR 2018 1

TRANSACTION BY SALES OF ACQUIRED ENTITIES 9

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

SALES RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

SALES RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

336

16.6%

8.0%

2.7%

10.7%

1.2%

0.0%

1.2%

50M - 100M

304

15.0%

6.6%

3.3%

9.9%

0.3%

0.7%

100M - 150M

194

9.6%

6.2%

2.1%

8.2%

0.5%

1.0%

150M - 200M

130

6.4%

8.5%

3.8%

12.3%

1.5%

0.0%

1.5%

200M - 300M

209

10.3%

11.0%

1.4%

12.4%

0.5%

1.0%

300M - 500M

184

9.1%

12.0%

3.3%

15.2%

0.5%

0.0%

0.5%

500M - 1000M

193

9.5%

12.4%

3.6%

16.1%

0.5%

1.0%

1.6%

Over 1000M

405

20.0%

13.1%

8.1%

21.2%

3.2%

3.5%

6.7%

Sales not Available 10

3.6%

21.9%

1.4%

23.3%

2.7%

0.0%

2.7%

ALL TRANSACTIONS

2,028

100.0%

208

10.3%

3.8%

14.1%

1.3%

0.9%

2.2%

TABLE X

FISCAL YEAR 2018 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

2017 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

000 13

Not Available

239

11.8%

1.3%

111 13

Crop Production

0.1%

211 13

Oil and Gas Extraction

1.0%

-0.4%

212 13

Mining (except Oil and Gas)

0.4%

0.1%

213 13

Support Activities for Mining

0.6%

-0.4%

221 13

Utilities

2.0%

0.4%

236 13

Construction of Buildings

0.2%

0.0%

237 13

Heavy and Civil Engineering Construction

0.4%

-0.2%

238 13

Specialty Trade Contractors

0.7%

-0.2%

311 13

Food and Kindred Products

2.4%

0.6%

312 13

Beverage and Tobacco Product Manufacturing

0.3%

-0.6%

313 13

Textile Mills

0.0%

-0.1%

314 13

Textile Products

0.2%

0.1%

315 13

Apparel Manufacturing

0.0%

-0.3%

321 13

Wood Product Manufacturing

0.3%

0.1%

322 13

Paper Manufacturing

0.5%

-0.4%

323 13

Printing and Related Support Actitivies

0.3%

0.1%

324 13

Petroleum and Coal Products Manufacturing

0.8%

-0.3%

325 13

Chemical Manufacturing

109

5.4%

-1.6%

326 13

Plastics and Rubber Manfuacturing

1.7%

0.6%

327 13

Nonmetallic Mineral Product Manufacturing

0.5%

-0.1%

TABLE X

FISCAL YEAR 2018 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

2017 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

331 13

Primary Metal Manufacturing

0.5%

-0.2%

332 13

Fabricated Metal Product Manufacturing

1.1%

0.0%

333 13

Machinery Manufacturing

1.7%

0.2%

334 13

Computer and Electronic Product Manufacturing

2.5%

-0.6%

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

1.0%

0.2%

2.6%

-0.1%

337 13

Furniture and Related Product Manufacturing

0.3%

0.1%

339 13

Miscellaneous Manufacturing

0.8%

-0.4%

423 13

Merchant Wholesalers, Durable Goods

3.9%

0.1%

424 13

Merchant Wholesales, Nondurable Goods

4.9%

0.3%

425 13

Wholesale Electric Markets and Agent and Brokers

0.2%

-0.2%

441 13

Motor Vehicle and Parts Dealers

0.7%

-0.2%

442 13

Furniture and Home Furnishing Stores

0.1%

-0.3%

443 13

Miscellaneous Repair Services

0.0%

-0.1%

444 13

Electronics and Appliance Stores

0.1%

-0.1%

445 13

Food and Beverage Stores

0.4%

0.2%

446 13

Health and Personal Care Stores

0.4%

0.0%

447 13

Gasoline Stations

0.1%

-0.1%

448 13

Clothing and Clothing Accessories Stores

0.4%

0.0%

452 13

General Merchandise Stores

0.1%

-0.3%

453 13

Miscellaneous Store Retailers

0.2%

0.1%

336 13

TABLE X

FISCAL YEAR 2018 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

2017 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

454 13

Nonstore Retailers

0.6%

0.2%

481 13

Air Transportation

0.0%

-0.3%

483 13

Water Transportation

0.1%

-0.2%

484 13

Truck Transportation

0.2%

-0.1%

486 13

Pipeline Transportation

0.4%

-0.4%

488 13

Support Actitivies for Transportation

0.4%

0.0%

493 13

Warehousing and Storage

0.1%

-0.1%

511 13

Publishing Industries (except Internet)

3.6%

0.7%

512 13

Motion Pictures and Sound Recording Industries

0.4%

-0.2%

515 13

Broadcasting (except Internet)

0.6%

-0.1%

517 13

Telecommunications

1.4%

-1.0%

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

1.5%

-0.2%

0.9%

0.1%

522 13

Credit Intermediation and Related Activities

1.8%

0.0%

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

202

10.0%

0.3%

3.5%

0.2%

525 13

Funds, Trusts, and Other Financial Vehicles

4.7%

1.4%

531 13

Real Estate

0.2%

-0.6%

532 13

Rental and Leasing Services

0.5%

0.1%

533 13

Lessors of Nonfinancial Intangible Assets (except

Copyrighted Works)

Professional, Scientific, and Technical Services

0.4%

-0.1%

133

6.6%

0.6%

519 13

524 13

541 13

TABLE X

FISCAL YEAR 2018 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

2017 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

551 13

Management Companies and Enterprises

0.0%

-0.1%

561 13

Administrative and Support Services

1.9%

0.1%

562 13

Waste Management and Remediation Services

0.4%

0.2%

611 13

Educational Services

0.3%

0.1%

621 13

Ambulatory Health Care Services

1.9%

0.1%

622 13

Hospitals

1.5%

-0.1%

623 13

Nursing Care Facilities

0.2%

0.1%

624 13

Social Assistance

0.3%

0.0%

711 13

Performing Arts, Spector Sports, and Related Industries

0.1%

-0.2%

713 13

Amusement, Gambling, and Recreation Industries

0.7%

0.5%

721 13

Accommodation

0.8%

0.5%

722 13

Food Services and Drinking Places

1.0%

-0.4%

811 13

Repairs and Maintenance

0.5%

0.0%

812 13

Personal and Laundry Services

0.0%

-0.3%

813 13

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

0.1%

2,028

100.0%

208

286

TABLE XI

FISCAL YEAR 2018

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2017 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

3.9%

-1.1%

111 1

Crop Production

0.0%

-0.1%

112 1

Animal Production

0.0%

-0.1%

115 1

Support Activities for Agriculture and Forestry

0.0%

211 1

Oil and Gas Extraction

1.7%

-0.2%

212 1

Mining (except Oil and Gas)

0.7%

-0.3%

213 1

Support Activities for Mining

0.6%

-0.3%

221 1

Utilities

3.0%

0.4%

236 1

Construction of Buildings

0.1%

-0.1%

237 1

Heavy and Civil Engineering Construction

0.8%

0.5%

238 1

Specialty Trade Contractors

0.5%

-0.3%

311 1

Food and Kindred Products

3.0%

0.5%

312 1

Beverage and Tobacco Product Manufacturing

0.5%

-0.3%

313 1

Textile Mills

0.3%

0.2%

314 1

Textile Products

0.0%

-0.1%

315 1

Apparel Manufacturing

0.0%

-0.2%

316 1

Leather and Allied Product Manufacturing

0.0%

-0.1%

321 1

Wood Product Manufacturing

0.7%

0.5%

322 1

Paper Manufacturing

0.5%

-0.2%

323 1

Printing and Related Support Actitivies

0.3%

-0.1%

324 1

Petroleum and Coal Products Manufacturing

0.2%

-0.6%

TABLE XI

FISCAL YEAR 2018

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2017 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

4.0%

-1.9%

326 1

Plastics and Rubber Manfuacturing

2.1%

0.7%

327 1

Nonmetallic Mineral Product Manufacturing

0.4%

-0.2%

331 1

Primary Metal Manufacturing

0.6%

-0.4%

332 1

Fabricated Metal Product Manufacturing

0.9%

-0.8%

333 1

Machinery Manufacturing

2.0%

0.5%

334 1

Computer and Electronic Product Manufacturing

2.4%

-0.5%

335 1

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

0.9%

0.1%

2.1%

-0.5%

337 1

Furniture and Related Product Manufacturing

0.3%

0.0%

339 1

Miscellaneous Manufacturing

1.8%

-0.2%

423 1

Merchant Wholesalers, Durable Goods

112

5.5%

0.7%

424 1

Merchant Wholesales, Nondurable Goods

4.8%

1.0%

425 1

Wholesale Electric Markets and Agent and Brokers

0.2%

-0.1%

441 1

Motor Vehicle and Parts Dealers

0.7%

-0.1%

442 1

Furniture and Home Furnishing Stores

0.1%

-0.2%

444 1

Electronics and Appliance Stores

0.2%

0.0%

445 1

Food and Beverage Stores

0.1%

-0.2%

446 1

Health and Personal Care Stores

0.7%

0.6%

447 1

Gasoline Stations

0.2%

0.0%

448 1

Clothing and Clothing Accessories Stores

0.2%

-0.3%

336 1

TABLE XI

FISCAL YEAR 2018

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2017 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

452 1

General Merchandise Stores

0.2%

0.1%

453 1

Miscellaneous Store Retailers

0.1%

0.0%

454 1

Nonstore Retailers

1.0%

-0.1%

481 1

Air Transportation

0.1%

-0.1%

482 1

Railroad Transportation

0.0%

483 1

Water Transportation

0.1%

-0.1%

484 1

Truck Transportation

0.2%

-1.0%

485 1

Transit and Ground Transportation

0.1%

0.0%

486 1

Pipeline Transportation

1.2%

-0.3%

487 1

Scenic and Sightseeing Transportation

0.0%

488 1

Support Actitivies for Transportation

0.8%

0.2%

492 1

Couriers

0.2%

0.0%

493 1

Warehousing and Storage

0.5%

-0.1%

511 1

Publishing Industries (except Internet)

127

6.3%

1.9%

512 1

Motion Pictures and Sound Recording Industries

0.6%

0.0%

515 1

Broadcasting (except Internet)

0.7%

0.1%

517 1

Telecommunications

1.5%

-0.4%

518 1

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

3.4%

-1.0%

1.4%

-0.1%

522 1

Credit Intermediation and Related Activities

2.6%

0.3%

523 1

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

2.3%

0.0%

519 1

TABLE XI

FISCAL YEAR 2018

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2017 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

524 1

Insurance Carriers and Related Actitivities

3.5%

1.0%

525 1

Funds, Trusts, and Other Financial Vehicles

0.0%

-0.1%

531 1

Real Estate

1.1%

0.5%

532 1

Rental and Leasing Services

0.7%

-0.1%

533 1

Lessors of Nonfinancial Intangible Assets (except Copyrighted

Works)

Professional, Scientific, and Technical Services

0.8%

0.3%

215

10.6%

1.3%

541 1

551 1

Management Companies and Enterprises

0.0%

561 1

Administrative and Support Services

2.6%

0.0%

562 1

Waste Management and Remediation Services

0.6%

0.2%

611 1

Educational Services

0.8%

0.4%

621 1

Ambulatory Health Care Services

2.5%

-0.3%

622 1

Hospitals

1.6%

0.0%

623 1

Nursing Care Facilities

0.0%

-0.3%

624 1

Social Assistance

0.1%

0.0%

711 1

Performing Arts, Spector Sports, and Related Industries

0.4%

0.2%

713 1

Amusement, Gambling, and Recreation Industries

1.0%

0.4%

721 1

Accommodation

0.4%

0.1%

722 1

Food Services and Drinking Places

1.1%

-0.1%

811 1

Repairs and Maintenance

0.4%

0.0%

812 1

Personal and Laundry Services

0.3%

0.0%

TABLE XI

FISCAL YEAR 2018

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

2,028

CLEARANCE

GRANTED TO FTC

OR DOJ

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2017 12

FTC

DOJ

TOTAL

100.0%

208

286

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

571

1 Fiscal year 2018 figures include transactions reported between October 1, 2017 and September 30, 2018.

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 2018, 2,111 transactions were reported under the HSR Premerger Notification program. The smaller number, 2,028, 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 $50 million submitted in fiscal year 2018 reflects corrective filings.

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

As of fiscal

year 2017, the threshold categories include non-corporate interests (NCI), encompassing transactions in which the acquiring entity acquires 50 percent or 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 U.S. 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.