FEDERAL TRADE COMMISSION

FEDERAL TRADE COMMISSION

DEPARTMENT OF JUSTICE

BUREAU OF COMPETITION

ANTITRUST DIVISION

hart-scott-rodino annual report

Fiscal Year 2014

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Thirty-Seventh Annual Report)

Edith Ramirez

William J. Baer

Chairwoman

Federal Trade Commission

Assistant Attorney General

Antitrust Division

INTRODUCTION

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

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

Act, enables the Federal Trade Commission (“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 2014 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 2014, 1,663 transactions were reported under the HSR Act,

representing about a 25.4% increase from the 1,326 transactions reported in fiscal year 2013.

(See Figure 1 below.)

HSR Merger Transactions Reported

Fiscal Years 2005-2014

2,500

2,201

Number of Transactions

2,000

1,675

1,768

1,726

1,663

1,450

1,429

1,500

1,326

1,166

1,000

716

500

0

2005

2006

2007

2008

2009

2010

2011

2012

Fiscal Year

(Figure 1)

1

Fiscal year 2014 covered the period of October 1, 2013 through September 30, 2014.

2013

2014

During fiscal year 2014, the Commission brought seventeen merger enforcement

challenges, 2 including thirteen in which it accepted consent orders for public comment, all of

which resulted in final orders; three in which the transactions were abandoned or restructured as

a result of antitrust concerns raised during the investigation; and one in which the Commission

initiated administrative litigation. In the administrative matter, the Commission voted to

authorize staff to seek a preliminary injunction, but the parties abandoned their plans and the

administrative complaint was withdrawn. These enforcement actions preserved competition in

numerous sectors of the economy, including consumer goods and services, pharmaceuticals,

hospitals, high tech and industrial goods, and energy.

In April 2015, the Commission successfully concluded its challenge of St. Luke’s Health

System’s acquisition of Saltzer Medical Group, which combined Idaho’s largest health system

and its largest independent, multi-specialty physician practice group. The Commission, together

with the Idaho Attorney General, initiated an action in federal district court challenging the

transaction. The four-week bench trial concluded in October 2013. In January of 2014, the U.S.

District Court for the District of Idaho found that the acquisition violated Section 7 of the

Clayton Act and the Idaho Competition Act, and permanently enjoined the consummated

acquisition and ordered St. Luke’s to fully divest itself of Saltzer’s physicians and assets. St.

Luke’s appealed the decision to the U.S. Court of Appeals for the Ninth Circuit, which affirmed

the decision in February 2015, and denied a petition for rehearing en banc in April 2015.

In another health care matter, in April 2014, the Sixth Circuit, in the first favorable

appellate ruling in a hospital merger enforcement action in nearly three decades, upheld the

Commission’s order in ProMedica Health System v. FTC, finding that ProMedica’s acquisition

of rival St. Luke’s Hospital violated the antitrust laws and would likely lead to higher prices for

patients living in the Toledo, Ohio area. The Supreme Court denied certiorari in May 2015.

In April 2014, the FTC also concluded its 2013 challenge to Ardagh Group SA’s

proposed acquisition of Saint-Gobain Containers, Inc. The $1.7 billion merger would have

allegedly concentrated most of the $5 billion U.S. glass container industry in two companies –

the newly combined Ardagh/Saint-Gobain, and Owens-Illinois, Inc. These two companies

would have controlled about 85 percent of the glass container market for brewers and 77 percent

of the market for distillers, reducing competition and likely leading to higher prices for

customers that purchase beer or spirits glass containers. The FTC filed suit in July 2013 to stop

the proposed transaction. While the challenge was pending, Ardagh agreed to sell six of its nine

glass container manufacturing plants in the United States to a Commission-approved buyer.

During fiscal year 2014, the Antitrust Division challenged sixteen merger transactions.

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

challenges, the Division filed settlement papers simultaneously with the complaint. One of the

Division’s notable challenges was the suit brought to block the formation of a joint venture that

would have combined the flour milling assets of ConAgra Mills and Horizon Milling, a joint

venture between Cargill and CHS. The proposed joint venture would have created the largest

flour milling company in North America, and resulted in higher prices in the sale of hard and soft

2

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 2014.

2

wheat flour in four major regions of the U.S. The settlement, which was entered by the court on

October 2, 2014, requires the parties to divest four competitively significant flour mills to a

named acquirer, Miller Milling Company, in order to create an independent competitor in each of

the four relevant regions affected by the proposed joint venture.

The Division also preserved competition and prevented increased prices for broadcast

television spot advertising in two local markets. First, the Division required Gannett Co., Inc.,

Belo Corp., and Sander Media LLC to divest their interests in KMOV-TV, a CBS affiliate in St.

Louis, in order to proceed with Gannett’s acquisition of Belo, and Sander’s related acquisition of

six Belo television stations. The required divestiture prevented Gannett from gaining a dominant

position in the broadcast television spot advertising market in the St. Louis Area and from likely

increasing prices to advertisers. On November 18, 2014, the final judgment was entered by the

Court. In addition, the Division, along with the Pennsylvania Office of Attorney General,

challenged the proposed acquisition of Perpetual Corp. by Sinclair Broadcast Group. The

proposed acquisition would have resulted in Sinclair owning or controlling three of the six

broadcast stations selling advertising in central Pennsylvania. The proposed settlement, filed

simultaneously with the complaint, requires the parties to divest all assets primarily used in the

operation of WHTM-TV, an ABC affiliate in central Pennsylvania, preserving competition in the

market for television spot advertising. On November 25, 2014, the final judgment was entered

by the Court.

In fiscal year 2014, the Division also successfully concluded its challenges to US

Airways Group Inc.’s acquisition of AMR Corporation (the parent company of American

Airlines) and Bazaarvoice, Inc.’s proposed acquisition of PowerReviews, Inc. On April 25,

2014, the court in US Airways entered a final decree requiring US Airways and AMR

Corporation to divest slots and gates in key constrained airports across the United States. These

divestitures were the largest ever in an airline merger and have allowed low-cost carriers to

expand service and enhance competition throughout the country. In Bazaarvoice, on December

2, 2014, the court entered the final decree that required Bazaarvoice to divest all of the

PowerReviews assets and adhere to other requirements to fully restore competition in the

provision of online ratings and reviews platforms.

In fiscal year 2014, the Commission’s Premerger Notification Office (“PNO”) continued

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

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

Notification and Report Form (the filing form). The Commission continued to provide

information necessary for the notification process on its HSR website, 3 which serves as HSR

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

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

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

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

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

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

premerger notification rules and the Act. New this year, the PNO staff provides tips for avoiding

3

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

3

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

always, PNO staff is available to help HSR practitioners comply with HSR notification

requirements.

BACKGROUND OF THE HSR ACT

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

94-435 (“HSR Act” or “the Act”), amended the Clayton Act by adding a new Section 7A, 15

U.S.C. § 18a. In general, the HSR Act requires that certain proposed acquisitions of voting

securities or assets be reported to the Commission and the Antitrust Division prior to

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

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

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

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

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

and sales below a certain threshold, and certain classes of acquisitions that are less likely to raise

antitrust concerns are excluded from the Act’s coverage.

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

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

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

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

conduct this antitrust review. Much of the information for a preliminary antitrust evaluation is

included in the notification filed with the agencies by the parties to the proposed transactions.

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

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

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

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

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

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

additional time provides the reviewing agency 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.

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

4

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”).

4

the filing form. 5 The program became effective on September 5, 1978. The Commission, with

the concurrence of the Assistant Attorney General, has amended the rules and the filing form on

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

of complying with the rules. 6

A STATISTICAL PROFILE OF THE PREMERGER NOTIFICATION PROGRAM

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

premerger notification program. Appendix A shows, for the ten-year period covering fiscal

years 2005-2014, 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. 7 Appendix A also shows the number of transactions in which Second Requests

could have been issued, as well as the percentage of transactions in which Second Requests were

issued. Appendix B provides a month-by-month comparison of the number of transactions

reported and the number of filings received for fiscal years 2005 through 2014.

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

fiscal year 2014 increased 25.4% from the number of transactions reported in fiscal year 2013.

In fiscal year 2014, 1,663 transactions were reported, while 1,326 were reported in fiscal year

2013. 8 The statistics in Appendix A also show that the number of merger investigations in

which Second Requests were issued in fiscal year 2014 increased 8.5% from the number of

merger investigations in which Second Requests were issued in fiscal year 2013. Second

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

21 issued by the Antitrust Division), while Second Requests were issued in 47 merger

investigations in fiscal year 2013 (25 issued by the FTC and 22 issued by the Antitrust Division).

The percentage of transactions in which a Second Request was issued decreased from 3.7% in

fiscal year 2013 to 3.2% in fiscal year 2014. See Figure 2 below.

5

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

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

7

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.

8

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 1,618 adjusted transactions in fiscal year 2014, 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.

6

5

Percentage of Transactions Resulting in Second Request

Fiscal Years 2005-2014

4.5%

5.0%

4.5%

3.9%

3.7%

Percent of Transactions

4.0%

3.5%

3.5%

3.2%

3.1%

3.0%

2.6%

3.0%

3.7%

2.5%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

Fiscal year

(Figure 2)

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

requested in the majority of transactions. In fiscal year 2014, early termination was requested in

78.7% (1274) of the transactions reported. In fiscal year 2013, early termination was requested

in 77% (990) of the transactions reported. The percentage of requests granted out of the total

requested decreased from 80.5% in fiscal year 2013 to 80.1% in fiscal year 2014.

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

enforcement activities for transactions reported in fiscal year 2014. The tables provide, for

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

which one antitrust agency granted to 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 2014, the agencies received clearance to conduct an initial

investigation in 16.9% 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 2014, the dollar value of reported

transactions was $1.5 trillion. 9

9

The information on the value of reported adjusted transactions for fiscal year 2014 is drawn from a database

maintained by the Premerger Notification Office.

6

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

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

percentage of reportable transactions within industry groups for fiscal year 2014 based on the

acquired entity’s operations. 10

Percentage of Transactions By Industry Group of Acquired Entity

Fiscal Year 2014

Health Services,

4.1%

Chemicals &

Pharmaceuticals,

6.6%

Transportation, 2.3%

Energy & Natural

Resources, 7.5%

Consumer Goods &

Services, 30.8%

Information

Technology, 8.7%

Manufacturing, 14.9%

Other, 16.7%

Banking & Insurance,

8.4%

(Figure 3)

10

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

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

7

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

1.

Threshold Adjustments

The 2000 amendments to the HSR Act require the Commission to publish adjustments to

the Act’s jurisdictional and filing fee thresholds annually, based on the change in the gross

national product, in accordance with Section 8(a)(5) of the Clayton Act for each fiscal year

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

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

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

January, and they become effective 30 days after publication.

On January 23, 2014, the Commission published a notice 11 to reflect adjustment of the

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

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

from $70.9 million to $75.9 million, became effective February 24, 2014.

2.

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 2014. The agencies use several methods to oversee

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

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

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

cases, the parties themselves, also provide the agencies with information about transactions and

possible violations of the Act’s requirements.

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

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

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

violation to determine whether to seek penalties. 14 During fiscal year 2014, 23 postconsummation “corrective” filings were received, and the agencies brought one enforcement

action, resulting in $896,000 in civil penalties.

11

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

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

13

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

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

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

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

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

14

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.

12

8

In United States v. Berkshire Hathaway Inc., 15 the complaint alleged that Berkshire

Hathaway Inc. (“Berkshire Hathaway”) changed convertible notes it owned in USG Corporation

(“USG”) into 21.4 million voting securities on December 9, 2013. As a result of the conversion,

the value of its USG holdings exceeded $283.6 million, the premerger reporting threshold under

the HSR Act at the time. The company subsequently made a corrective filing, and

acknowledged that the transaction should have been reported under the HSR Act. Just six

months prior, Berkshire Hathaway made a corrective filing in connection with a June 2013

acquisition of $41 million of voting securities in Symetra Financial Corporation (“Symetra”), a

transaction that resulted in Berkshire Hathaway holding Symetra voting securities valued at more

than $283.6 million. The Commission and the Antitrust Division had taken no action against

Berkshire Hathaway following its first HSR Act violation. Despite the firm’s assurances that it

would implement appropriate HSR monitoring procedures going forward, Berkshire Hathaway

did not timely report the USG acquisition described above. Under the terms of the consent

decree filed simultaneously with the complaint, Berkshire Hathaway agreed to pay a civil penalty

of $896,000 to settle the charges.

MERGER ENFORCEMENT ACTIVITY 16

1.

The Department of Justice

During fiscal year 2014, the Antitrust Division challenged sixteen merger transactions

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

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

Division filed settlement papers simultaneously with the complaint. Of the nine fiscal year 2014

challenges where the Division did not file a complaint, the parties abandoned the proposed

transaction in four instances, and in five other instances the parties restructured the proposed

transaction, thus resolving the Division’s concerns. 17

In United States v. Gannett Co., Inc., Belo Corp., and Sander Media LLC, 18 the Division

challenged Gannett Co., Inc.’s (“Gannett”) proposed acquisition of Belo Corp. (“Belo”) and

related agreements between Gannett and Sander Holdings Co. LLC, a subsidiary of Sander

Media LLC (collectively, “Sander”). As proposed, Sander would have acquired six Belo

15

United States v. Berkshire Hathaway Inc., No. 1:14-cv-01420 (D.D.C.) (final judgment issued Aug. 20, 2014),

available at https://www.ftc.gov/enforcement/cases-proceedings/141-0095/berkshire-hathaway-inc.

16

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.

17

Sinclair Broadcast Group, Inc.’s acquisition of 18 Television Stations owned by Barrington Broadcasting Group,

LLC (television broadcasting); Dean Foods Co.’s proposed acquisition of Oakhurst Dairy (fluid milk and raw milk);

Rockwell Collins, Inc.’s proposed acquisition of ARINC Inc. from The Carlyle Group (air-ground communication

systems); Cunningham Broadcasting Corp.’s proposed acquisition of WWCP-TV station and WATM-TV’s

Licensing Marketing Agreement (television spot advertising and local retransmission rights); Huntington

Bancshares Inc.’s proposed acquisition of Camco Financial Corp. (banks); Louisiana-Pacific Corp.’s proposed

acquisition of Ainsworth Lumber Co. Ltd. (oriented strand board industry); Umpqua Holdings Corp.’s proposed

acquisition of Sterling Financial Corp. (banks); Sprint Corp.’s proposed acquisition of T-Mobile (mobile wireless

telecommunications services); and an undisclosed healthcare matter.

18

United States v. Gannett Co., Inc., Belo Corp., and Sander Media LLC, No. 1:13-CV-01984 (D.D.C. filed Dec.

16, 2013).

9

television stations that Gannett could not hold under Federal Communications Commission rules,

including KMOV-TV in St. Louis, Missouri. The related agreements included an option for

Gannett to assign or acquire the Belo stations sold to Sander, a financing guarantee, and a longterm shared services agreement. The complaint alleged that the proposed transaction would

lessen competition in the sale of broadcast television spot advertising in the St. Louis area. As

two of the three largest commercial broadcast stations in the St. Louis area, Gannett’s KSDK-TV

(NBC affiliate), and Belo’s KMOV-TV (CBS affiliate), are vigorous competitors, and the

various agreements between Gannett and Sander (the proposed owner of the Belo station) would

have aligned the incentives of the two stations. A proposed consent decree was filed

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

must divest their interests in KMOV-TV to an independent purchaser that will not be permitted

to have any agreements with Gannett that could limit competition with KSDK-TV. On

November 18, 2014, the final judgment was entered by the Court.

In United States v. Heraeus Electro-Nite Co., LLC, 19 the Division challenged Heraeus

Electro-Nite Co., LLC’s (“Heraeus”) 2012 acquisition of Midwest Instrument Co., Inc.

(“Minco”). The complaint alleged that the transaction substantially lessened competition in the

U.S. market for the development, production, sale, and service of the single-use sensors and

instruments (“S&I”) used to measure and monitor the temperature and chemical composition of

molten steel in the steel manufacturing process. Prior to the acquisition, Heraeus and Minco

were robust head-to-head competitors. The acquisition of Minco created a near-monopoly in the

supply of S&I in the United States and eliminated Minco as an independent and strong

competitor, resulting in higher prices, reduced service, and less innovation in supplying S&I. A

proposed consent decree was filed simultaneously with the complaint, requiring Heraeus to

divest certain assets acquired from Minco to Keystone Sensors, LLC (“Keystone”). Keystone

will offer customers an additional alternative to Heraeus. The settlement also requires Heraeus

to waive non-compete provisions it had imposed on some former employees, enabling Keystone

to hire experienced individuals with expertise in this specialized business. On April 7, 2014, the

final judgment was entered by the Court.

In United States v. ConAgra Foods, Inc., Horizon Milling, LLC, Cargill, Inc. and CHS

Inc., 20 the Division filed a complaint to block the proposed formation of Ardent Mills, a flour

milling joint venture by ConAgra Foods, Inc., Cargill, Inc. (“Cargill”), CHS Inc. (“CHS”), and

Horizon Milling, LLC (“Horizon”). The proposed joint venture would have combined the flour

milling assets of ConAgra Mills, a subsidiary of ConAgra Foods, Inc. (collectively, “ConAgra”),

and Horizon, a joint venture between Cargill and CHS. The complaint alleged that the proposed

joint venture would have eliminated head-to-head competition between ConAgra Mills and

Horizon, creating the largest flour milling company in North America and resulting in higher

prices in the sale of hard and soft wheat flour in four major geographic markets: Northern

California, Southern California, Northern Texas, and the upper Mid-West. A proposed consent

decree was filed simultaneously with the complaint. The terms of the decree require divestiture

of four competitively significant flour mills to Miller Milling Company LLC, creating an

independent and viable competitor in each relevant market. Further, the decree prohibits Cargill,

CHS, and ConAgra from disclosing to Ardent Mills certain non-public information relating to

19

United States v. Heraeus Electro-Nite Co., LLC, No. 1:14-CV-00005 (D.D.C. filed Dec. 16, 2014).

United States v. Conagra Foods, Inc., Horizon Milling, LLC, Cargill, Inc., and CHS Inc., No. 1:14-CV-00823

(D.D.C. filed May 20, 2014).

20

10

sales to or use by customers to which companies have sold wheat. The Division was assisted in

its investigation by the California Attorney General’s Office. On October 2, 2014, the consent

decree was entered by the Court.

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

Industries, Inc., 21 the Division and the state of Texas challenged the proposed acquisition of

Texas Industries, Inc. (“Texas Industries”) by Martin Marietta Materials, Inc. (“Martin

Marietta”). The complaint alleged that the transaction, as originally proposed, would have

created the largest producer of aggregate in the United States, resulting in higher prices for

purchasers of aggregate in parts of the Dallas metropolitan area. Aggregate is crushed stone

produced at quarries or mines and used in a variety of applications, such as road construction,

and for the production of ready-mix concrete and asphalt. Martin Marietta and Texas Industries

were two of only three suppliers of Texas Department of Transportation-approved aggregate in

Dallas County and parts of the surrounding area. For customers handling Texas Department of

Transportation projects, the merger would have resulted in increased prices and less competition.

A proposed consent decree was filed simultaneously with the complaint. Under the terms of the

proposed consent decree, Martin Marietta must divest its North Troy aggregate quarry in Mill

Creek, Oklahoma; its rail yard in Dallas; and its rail yard in Frisco, Texas to ensure the continued

benefits of vigorous competition for aggregate customers in the affected geographic market. On

September 30, 2014, the consent decree was entered by the Court.

In United States and Commonwealth of Pennsylvania v. Sinclair Broadcast Group, Inc.

and Perpetual Corp., 22 the Division and the Pennsylvania Office of Attorney General challenged

the proposed acquisition of Perpetual Corp. by Sinclair Broadcast Group, Inc. (“Sinclair”).

Perpetual owns WHTM-TV (ABC affiliate), a direct competitor of WHP-TV (CBS affiliate) and

WLYH-TV (CW affiliate), two stations owned or operated by Sinclair in central Pennsylvania.

As originally structured, the proposed acquisition would have lessened competition in the

broadcast television spot advertising market in parts of central Pennsylvania. The proposed

acquisition would have resulted in Sinclair owning or controlling the sale of advertising for three

of the six broadcast stations selling advertising in the area. The proposed settlement, filed

simultaneously with the complaint, requires the parties to divest all assets primarily used in the

operation of WHTM-TV to Media General, an independent purchaser approved by the Division.

On November 25, 2014, the final judgment was entered by the Court.

In United States v. LM U.S. Corp Acquisition Inc. and Ross Aviation, LLC, 23 the

Division challenged the proposed acquisition of Ross Aviation (“Ross”) by Landmark Aviation

(“Landmark”), the third largest fixed base operator (“FBO”) in the United States. FBOs provide

fuel, flight support, and other services (e.g., hangar and office space rentals) to general aviation

customers (charter, private, and corporate aircraft operators). As originally structured, the

proposed acquisition would have combined the only two FBOs serving general aviation

customers at Scottsdale Municipal Airport (“SDL”) in Scottsdale, Arizona, resulting in a

21

United States et al. v. Martin Marietta Materials, Inc. and Texas Industries, Inc., No. 1:14-CV-01079 (D.D.C.

filed Jun. 26, 2014).

22

United States et al. v. Sinclair Broadcast Group, Inc. and Perpetual Corp., No. 1:14-CV-01186 (D.D.C. filed Jul.

15, 2014).

23

United States v. LM U.S. Corp Acquisition Inc. and Ross Aviation, LLC, No: 1:14-CV-01291 (D.D.C. filed Jul. 30,

2014).

11

monopoly, higher prices, and lower quality of services. A proposed consent decree was filed

simultaneously settling the suit. In order to proceed with the acquisition, Landmark is required

to divest Ross’s FBO assets at SDL to Signature Flight Support Corporation or another buyer

approved by the Division. On October 30, 2014, the final judgment was entered by the Court.

In United States et al. v. Tyson Foods, Inc. and The Hillshire Brands Co., 24 the Division

and the state attorneys general from Illinois, Iowa, and Missouri filed a lawsuit blocking Tyson

Foods, Inc.’s (“Tyson”) proposed acquisition of The Hillshire Brands Co. (“Hillshire”). As

originally structured, the acquisition would have combined two of the major purchasers of

sows—female pigs raised for breeding hogs—from farmers in the United States. At the end of

their productive breeding life, sows are sold for slaughter by farmers for processing into pork

sausage. Both Tyson (through its Heinold Hog Markets Division) and Hillshire compete directly

in the procurement of sows from U.S. farmers. As originally proposed, the transaction would

have eliminated the strong head-to-head competition between Tyson and Hillshire, and would

have left farmers with fewer outlets for their sows and lower prices for sow purchases from

farmers in a critical agricultural market. A proposed consent decree was filed simultaneously

settling the suit. The decree requires Tyson to divest Heinold Hog Markets in order to proceed

with the acquisition. On November 20, 2014, the final judgment was entered by the Court.

The Antitrust Division also successfully concluded several merger challenges in fiscal

year 2014. In United States, et al. v. US Airways Group, Inc. and AMR Corporation, 25 the

Division and the states of Texas, Arizona, Pennsylvania, Florida, Tennessee, Virginia, and the

District of Columbia challenged the proposed $11 billion merger between US Airways Group,

Inc. (“US Airways”) and American Airlines’ parent company, AMR Corporation. On April 25,

2014, the court entered the consent decree requiring US Airways and AMR Corporation to divest

slots and gates in key constrained airports across the United States. These divestitures, the

largest ever in an airline merger, have allowed low cost carriers to fly more direct and connecting

flights in competition with legacy carriers and have enhanced system-wide competition in the

airline industry. In addition, in United States v. Bazaarvoice, Inc., 26 the Division challenged

Bazaarvoice, Inc.’s (“Bazaarvoice”) 2012 acquisition of PowerReviews, Inc. (“PowerReviews”).

Prior to the acquisition, Bazaarvoice and PowerReviews were aggressive competitors in the

market for online product ratings and reviews platforms. On January 8, 2014, the district court

concluded that Bazaarvoice’s acquisition violated the antitrust laws. On December 2, 2014, the

court entered the final judgment, requiring Bazaarvoice to divest the assets it acquired from

PowerReviews and adhere to other requirements to restore competition. Finally, in United States

and State of New York v. Twin America, LLC, et al., the consent decree settling the suit was filed

on March 16, 2015 and is awaiting entry by the court. 27

2.

The Federal Trade Commission

During fiscal year 2014, the Commission brought seventeen merger enforcement actions.

Those actions included thirteen matters in which the Commission accepted consent orders for

24

United States et al. v. Tyson Foods, Inc., and The Hillshire Brands Co., No. 1:14-CV-01474 (D.D.C. filed Aug.

27, 2014).

25

See the HSR Annual Report, Fiscal Year 2013 for a description of this case.

26

See the HSR Annual Report, Fiscal Year 2013 for a description of this case.

27

See the HSR Annual Report, Fiscal Year 2013 for a description of this case.

12

public comment, all resulting in final orders; three in which the transaction was abandoned as a

result of antitrust concerns raised during the investigation; and one in which the Commission

authorized an administrative complaint and initiated proceedings to obtain a preliminary

injunction in federal district court to enjoin the acquisition pending resolution of the

Commission’s administrative litigation.

In Jostens/American Achievement Group, 28 the Commission issued an administrative

complaint and authorized staff to seek a preliminary injunction in federal district court enjoining

Jostens, Inc.’s proposed $500 million acquisition of American Achievement Corp. The

Commission alleged that the acquisition would have substantially reduced quality and price

competition in the high school and college class rings markets. Shortly after the Commission

filed its administrative complaint, the parties abandoned the transaction.

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

following thirteen merger matters.

In Albertson’s/United Supermarkets, 29 the Commission challenged Albertson’s

acquisition of United Supermarkets (“United”). Albertson’s operated 606 grocery stores,

including 72 in Texas. United owned 51 supermarkets and 7 convenience stores across North

and West Texas. As proposed, the transaction would likely have reduced competition in local

grocery markets and harmed consumers in the Amarillo and Wichita Falls, TX areas through

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

Commission issued a consent order that required Albertson’s to sell its stores in both Amarillo

and Wichita Falls, TX to MAL Enterprises, thereby preserving competition in these markets.

The order included provisions designed to ensure that MAL Enterprises was well positioned to

compete in both markets. Following a public comment period, the Commission approved the

final order on February 4, 2014.

In SCI/Stewart Enterprises, 30 the Commission challenged Service Corporation

International’s (“SCI”) $1.4 billion acquisition of Stewart Enterprises, Inc. (“Stewart”). SCI, the

nation’s largest funeral and cemetery services provider, owned and operated more than 1,449

funeral services locations and 374 cemeteries, including 213 combined funeral service/cemetery

locations, as well as 100 crematories. Stewart, the second largest funeral and cemetery services

provider in the nation, operated 217 funeral homes and 141 cemeteries. The Commission’s

complaint alleged that the proposed acquisition would eliminate direct and substantial

competition between the two firms in 59 highly concentrated local markets. The Commission

further charged that the deal would allow the merged firm to unilaterally raise prices charged to

consumers in the affected local markets and would increase the risk of collusion between SCI

and the few remaining competitors in the affected areas. To remedy these concerns and maintain

competition, the Commission issued a consent order requiring SCI to sell 53 funeral homes and

28

In the Matter of Visant Corp., , FTC Dkt. No. 9362 (compl. filed Apr. 17, 2014), available at

https://www.ftc.gov/enforcement/cases-proceedings/141-0033/visantjostensamerican-achievement-matter.

29

In the Matter of AB Acquisition LLC, FTC Dkt. No. C-4424 (final order issued Feb. 4, 2014), available at

https://www.ftc.gov/enforcement/cases-proceedings/131-0227/ab-acquisition-llc-matter.

30

In the Matter of Service Corp. Int’l, FTC Dkt. No. C-4423 (final order issued May 6, 2014), available at

https://www.ftc.gov/enforcement/cases-proceedings/131-0163/service-corporation-international-stewart-enterprisesinc.

13

38 cemeteries as well as certain related assets and property. Following a public comment period,

the Commission approved the final order on May 6, 2014.

In Fidelity National Financial/Lender Processing Services, 31 the Commission challenged

Fidelity National Financial, Inc.’s (“Fidelity”) $2.9 billion acquisition of Lender Processing

Services, Inc. (“LPS”). The Commission charged that the acquisition would likely reduce

competition by combining the firms’ title plant assets in several local markets in Oregon. Title

plants are databases used to determine the title status of real property. Oregon law requires title

insurers to own an interest in a title plant in each county in which they issue policies, creating a

barrier to entry for new firms seeking to provide title insurance underwriting. The consent order

required Fidelity to sell a copy of LPS’s title plants serving the affected Oregon counties and an

ownership interest equivalent to LPS’s share of a jointly owned title plant in the Portland,

Oregon metropolitan area. The order remedies the likely anticompetitive effects of the

transaction without interfering with any efficiencies that might arise from the combination of the

two firms. Following a public comment period, the Commission approved the final order on

March 5, 2014.

In Community Health Systems/Health Management Associates, 32 the Commission

challenged Community Health Systems, Inc.’s (“CHS”) $7.6 billion acquisition of rival health

system Health Management Associates, Inc. (“HMS”). CHS is a for-profit health system that

owned 135 hospitals in 29 states and was the second-largest hospital chain in the United States.

HMA is a for-profit health system that owned 71 hospitals in 15 states. The Commission

charged that the acquisition would likely have lessened competition for general acute care

inpatient services sold to commercial health plans and provided to commercially insured patients

in Etowah County (including Gadsden), Alabama and Darlington County, South Carolina. The

consent order required CHS to sell Riverview Regional Medical Center and all of its associated

operations and businesses near Gadsden, AL, and the Carolina Pines Regional Medical Center

and all of its associated operations and businesses near Hartsville, SC. The settlement also

required the companies to hold separate the assets to be divested pending the sale. Following a

public comment period, the Commission approved the final order on April 15, 2014.

In Thermo Fisher/Life Technologies, 33 the Commission challenged Thermo Fisher

Scientific Inc.’s (“Thermo Fisher”) $13.6 billion acquisition of Life Technologies Corporation

(“Life”). Thermo Fisher is a global manufacturer and distributor of scientific products and

laboratory equipment and consumables. Life Technologies also manufactures and supplies a

wide range of laboratory equipment and consumables globally. The Commission charged that

the merger of Thermo Fisher and Life would have eliminated competition and increased

concentration in the markets for small interfering ribonucleic acid (“siRNA”) reagents, cell

31

In the Matter of Fidelity Nat’l Fin., Inc., FTC Dkt. No. C-4425 (final order issued Mar. 5, 2014), available at

https://www.ftc.gov/enforcement/cases-proceedings/131-0159/fidelity-national-financial-inc-lender-processingservices.

32

In the Matter of Community Health Sys., Inc., FTC File No. 131-0202 (final order issued Apr. 15, 2014), available

at https://www.ftc.gov/enforcement/cases-proceedings/131-0202/community-health-systems-health-managementassociates-matter.

33

In the Matter of Thermo Fisher Scientific Inc., FTC Dkt. No. C-4431 (final order issued Apr. 2, 2014), available

at https://www.ftc.gov/enforcement/cases-proceedings/131-0134/thermo-fisher-scientific-inc-matter.

14

culture media, and cell culture sera. This would have led to increased prices and reduced quality

for customers, including research labs, universities, and pharmaceutical companies. The consent

order required Thermo Fisher to divest its gene modulation business (which includes its siRNA

reagents business) to Dharmacon and its cell culture media and sera businesses to GE

Healthcare, along with all intellectual property and expertise necessary to operate the divested

businesses. Commission staff cooperated with antitrust agencies in Australia, Canada, the

European Union, Japan, China, and South Korea to analyze the proposed transaction and

potential remedies to reach outcomes that benefited consumers in the United States. Following a

public comment period, the Commission approved the final order on April 2, 2014.

In Endo Health Solutions/Boca Life Science, 34 the Commission challenged Endo Health

Solutions’ (“Endo”) $225 million acquisition of Boca Life Science Holdings (“Boca”). Endo is a

global company that develops, produces, and markets pharmaceuticals and active pharmaceutical

ingredients. Boca is a specialty drug company that develops and sells generic prescription drugs

nationwide. Boca is the exclusive marketer and distributor of four prescription multivitamin

drop products owned and manufactured by Sonar Products, Inc. (“Sonar”), competing with

Endo’s prescription multivitamin drops. The Commission charged that the merger would have

led to significantly higher prices for U.S. consumers for each of four generic drugs and would

have eliminated one likely future entrant from a very limited pool of future entrants in three

additional generic drug markets. The consent order required the companies to relinquish their

rights to market and distribute four generic multivitamin fluoride drops for children to Sonar, and

to sell the three other generic drugs in development. Following a public comment period, the

Commission approved the final order on March 21, 2014.

In Bi-Lo Holdings/Delhaize Group, 35 the Commission charged that the $265 million

acquisition of Delhaize America by Bi-Lo Holdings, LLC (“Bi-Lo”) would have harmed

competition in several local markets throughout Florida, Georgia, and South Carolina by raising

prices and reducing quality and service levels. Bi-Lo is the parent company of the BI-LO and

Winn Dixie grocery store chains with 685 supermarkets throughout the southeastern United

States. Delhaize America owned and operated 1,553 supermarkets throughout the eastern United

States. The consent order required Bi-Lo to sell 12 stores to Rowes IGA Supermarkets, HAC,

Inc., W. Lee Flowers & Co., Inc. and Food Giant. However, Rowes IGA subsequently withdrew

its commitment to purchase four Sweetbay stores in Florida, forcing Bi-Lo to find an alternative

buyer or buyers for those stores. Despite investing substantial time and effort, Bi-Lo was unable

to find buyers for three of the four stores. Accordingly, on January 15, 2015, the Commission

approved a modified final order, which required Bi-Lo to divest the store in Wauchula, Florida to

Sunripe Market.

In CoreLogic/TPG, 36 the Commission challenged CoreLogic’s $661 million acquisition

of DataQuick Information Systems, Inc. from TPG VI Ontario 1 AIV L.P. (“TPG”). The

34

In the Matter of Endo Health Solutions Inc., FTC Dkt. No. C-4430 (final order issued Mar. 21, 2014), available at

https://www.ftc.gov/enforcement/cases-proceedings/131-0225/endo-health-solutions-inc-boca-life-science-holdingsllc-boca.

35

In the Matter of Bi-Lo Holdings, LLC, FTC Dkt. No. C-4440 (final order issued Jan. 15, 2014), available at

https://www.ftc.gov/enforcement/cases-proceedings/131-0162/bi-lo-holdings-llc.

36

In the Matter of CoreLogic, Inc., FTC File No. 131-0199 (final order issued May 21, 2014), available at

https://www.ftc.gov/enforcement/cases-proceedings/131-0199/corelogic-inc-matter.

15

acquisition would have eliminated one of only three providers of national assessor and recorder

bulk data, which include current and historical public record data on property ownership, status,

and value for the vast majority of properties in the United States. The transaction would have

increased the risk of anticompetitive coordination between the two remaining market participants

and the risk that CoreLogic would unilaterally exercise market power and raise prices. To

resolve these concerns, the Commission approved a consent order, requiring CoreLogic to

license to Renwood RealtyTrac national assessor and recorder bulk data as well as several

ancillary data sets that DataQuick provides to its customers. Following a public comment

period, the Commission approved the final order on May 21, 2014.

In Akorn/Hi-Tech Pharmacal, 37 the Commission accepted a consent order to resolve

charges that Akorn Inc.’s (“Akorn”) $640 million acquisition of Hi-Tech Pharmacal (“Hi-Tech”)

was anticompetitive and would lead to higher prices for consumers. The order required either

Akorn or Hi-Tech to sell to Watson Laboratories Inc. (“Watson”), the rights and assets to three

generic prescription eye medications and two generic topical anesthetics. The order also

required Akorn to assign Watson its contract for making branded and generic EMLA cream.

Both companies were required to maintain the drugs’ viability, marketability, and

competitiveness pending their divestiture. Following a public comment period, the Commission

approved the final order on June 20, 2014.

In Forest Laboratories/Actavis, 38 the Commission charged that Actavis plc’s (“Actavis”)

acquisition of Forest Laboratories, Inc. (“Forest”) would likely have lessened competition in the

markets for three current generic drug products and one future generic drug. Under the terms of

the settlement, Actavis and Forest relinquished their rights to one generic drug to Valeant

Pharmaceuticals International, Inc., sold two generic products to Impax Laboratories, Inc., and

sold one generic product to Catalent Pharma Solutions, Inc. Actavis and Forest were required to

ensure the viability, marketability, and competitiveness of the drugs until completion of the sale.

Following a public comment period, the Commission approved the final order on September 5,

2014.

In Valeant Pharmaceuticals International/Precision Dermatology, 39 the Commission

challenged Valeant Pharmaceuticals International, Inc.’s (“Valeant”) $475 million acquisition of

Precision Dermatology, Inc. (“Precision”). The deal would have eliminated current competition

between the only two significant suppliers of branded single-agent topical tretinoins and would

have given Valeant a monopoly in four of five versions of generic Retin-A and reduced

competition in the remaining version. The consent order required Valeant to sell Precision’s

assets related to Tretin-X to Actavis and assets related to Retin-A to Matawan Pharmaceuticals

LLC. Actavis and Matawan each received partial assignments of the manufacturing contracts for

both Tretin-X and generic Retin-A. Following a public comment period, the Commission

approved the final order on August 21, 2014.

37

In the Matter of Akorn, Inc., FTC Dkt. No. C-4452 (final order issued June 20, 2014), available at

https://www.ftc.gov/enforcement/cases-proceedings/131-0221/akorn-hi-tech-pharmacal-matter.

38

In the Matter of Actavis PLC, FTC File No. 141-0098 (final order issued Sept. 5, 2014), available at

https://www.ftc.gov/enforcement/cases-proceedings/141-0098/actavis-plc-forest-laboratories-matter.

39

In the Matter of Valeant Pharmaceuticals Int’l, Inc., FTC Dkt. No. C-4477 (final order issued Aug. 21, 2014),

available at https://www.ftc.gov/enforcement/cases-proceedings/141-0101/valeant-pharmaceuticals-internationalprecision-dermatology.

16

In Akorn/VersaPharm, 40 the Commission charged that Akorn Inc.’s (“Akorn”) $324

million acquisition of VersaPharm Inc. and its parent company, VPI Holdings Corp.

(collectively, “VersaPharm”), would likely have been anticompetitive. Only VersaPharm and

two other firms currently have FDA approval to sell generic injectable rifampin. There are no

viable substitutes for rifampin as a course of treatment for tuberculosis. The FTC alleged that if

Akorn had consummated its acquisition of VersaPharm as originally proposed, the combined

company would have been likely to delay or cancel the introduction of Akorn’s generic

injectable rifampin. The consent order required Akorn to divest to Watson Laboratories Inc. its

Abbreviated New Drug Application (“ANDA”) for generic injectable rifampin – which is

currently pending before the Food and Drug Administration. The order also appointed an

interim monitor to ensure Akorn provides Watson with any information the FDA requests, assists

Watson with FDA approval for the pending ANDA, and provides transitional services so that

Watson can develop the ability to manufacture generic injectable rifampin independently.

Following a public comment period, the Commission approved the final order on September 19,

2014.

In Prestige Brands Holdings/Insight Pharmaceuticals, 41 the Commission challenged

Prestige Brands Holdings, Inc.’s (“Prestige”) $750 million acquisition of Insight Pharmaceuticals

Corporation (“Insight”). Prestige’s Dramamine and Insight’s Bonine are the only two branded

products with significant sales in the market for over-the-counter motion-sickness drugs. Absent

a remedy, the acquisition would have eliminated the close competition between Dramamine and

Bonine, likely leading to higher prices for consumers. The consent order required Prestige to

divest assets and marketing rights for Bonine to Wellspring Pharmaceuticals. Following a public

comment period, the Commission approved the final order on October 14, 2014.

In addition to these new merger enforcement actions, the FTC also concluded litigation

initiated in prior fiscal years, including its case against Ardagh Group/Compagnie de SaintGobain, 42 discussed above, and continued to pursue litigation initiated in fiscal year 2011,

including the FTC’s challenge to ProMedica Health System’s acquisition of rival St. Luke’s

Hospital, 43 also discussed above, and Phoebe Putney Health System’s acquisition of Palmyra

Park Hospital. 44

40

In the Matter of Akorn, Inc., FTC File No. 141-0162 (final order issued Sept. 19, 2014), available at

https://www.ftc.gov/enforcement/cases-proceedings/141-0162/akorn-inc-matter.

41

In the Matter of Prestige Brands Holdings, Inc., FTC File No. 141-0159 (final order issued Oct. 14, 2014),

available at https://www.ftc.gov/enforcement/cases-proceedings/141-0159/prestige-brands-holdings-inc-insightpharmaceuticals.

42

In the Matter of Ardagh Group S.A., , FTC Dkt. No. 9356 (final order issued June 18, 2014; divestiture application

approved Jun. 18, 2014), available at https://www.ftc.gov/enforcement/cases-proceedings/131-0087/ardagh-groupsa-saint-gobain-containers-inc-compagnie-de.

43

In the Matter of ProMedica Health Sys., Inc., FTC Dkt. No. 9346 (compl. issued Jan. 6, 2011), available at

https://www.ftc.gov/enforcement/cases-and-proceedings/cases/2012/06/matter-promedica-health-system-inccorporation.

44

In the Matter of Phoebe Putney Health Sys. Inc., FTC Dkt. No. 9348 (final order issued Mar. 31, 2015), available

at https://www.ftc.gov/enforcement/cases-proceedings/111-0067/phoebe-putney-health-system-inc-phoebe-putneymemorial.

17

In Phoebe Putney, on February 19, 2013, the U.S. Supreme Court ruled in a unanimous

opinion that the state action doctrine did not immunize Phoebe Putney’s acquisition of its sole

rival in Albany, Georgia, Palmyra Park Hospital, from the federal antitrust laws, and remanded

the case for further proceedings. 45 In August 2013, the Commission accepted for public

comment a consent order but returned the matter to adjudication in September 2014. In January

2015, the Commission again withdrew the matter from administrative litigation for purposes of

settlement negotiation after it became clear that structural relief, the Commission’s preferred

type of relief and available when the Commission initiated the case, was no longer feasible

because of Georgia’s strict certificate of need laws. On March 31, 2015, the FTC entered into a

settlement agreement with the parties, which includes a requirement that Phoebe Putney notify

the FTC in advance of acquiring any part of a hospital or a controlling interest in other healthcare

providers in the Albany, Georgia area for the next 10 years.

ONGOING REASSESSMENT OF THE EFFECTS OF THE PREMERGER

NOTIFICATION PROGRAM

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

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

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

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

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

before they occur, thus avoiding the problem of constructing effective post-acquisition relief. As

a result, the HSR Act is doing what Congress intended—giving the government the opportunity

to investigate and challenge those relatively large mergers that are likely to harm consumers

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

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

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

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

anticompetitive effects continued to harm consumers (and afterwards as well, where the

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

notification program requires reporting before consummation, the agencies’ ability to obtain

timely, effective relief to prevent anticompetitive effects has vastly improved.

The antitrust enforcement agencies regularly examine the premerger notification

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

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

will continue their ongoing assessment of the HSR program to increase accessibility, promote

transparency, and reduce the burden on the filing parties without compromising the agencies’

ability to investigate and interdict proposed transactions that may substantially lessen

competition.

45

FTC v. Phoebe Putney Health System, Inc., 568 U.S. ___ (2013), available at

https://www.ftc.gov/sites/default/files/documents/cases/2013/02/130219phoebeopinion.pdf.

18

LIST OF APPENDICES

Appendix A: Summary of Transactions, Fiscal Years 2005 - 2014

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

Years 2005 - 2014

LIST OF EXHIBITS

Exhibit A:

Statistical Tables for Fiscal Year 2014 – Data Profiling Hart-Scott-Rodino

Notification Filings and Enforcement Interests

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 2005 – 2014

APPENDIX A

SUMMARY OF TRANSACTIONS BY FISCAL YEAR

2005

2006

2008

2009

2010

Transactions Reported

1,675

1,768 2,201 1,726

716

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

Filings Received1

3,287

3,510 4,378 3,455 1,411 2,318 2,882 2,829 2,628 3,307

1,610

1,746 2,108 1,656

684

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

50

45

63

41

31

42

55

49

47

51

25

28

31

21

15

20

24

20

25

30

1.6%

1.6%

1.5%

1.3%

2.2%

1.8%

1.7%

1.4%

1.9%

1.9%

25

17

32

20

16

22

31

29

22

21

1.6%

1.0%

1.5%

1.2%

2.3%

2.0%

2.2%

2.1%

1.7%

1.3%

1,385

1,468 1,840 1,385

575

953

1,157 1,094

990

1,274

Granted5

997

1,098 1,402 1,021

396

704

888

902

797

1,020

Not Granted5

388

370

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

2007

438

364

2011

2012

2013

2014

Note: The data for FY 2005 “Transactions Reported” and for FY 2005 – FY 2007 “Filings Received” reflect corrections to some prior Annual reports to account for a coding error.

Additionally, the data for FY 2010 and FY 2011 reflect corrections to some prior annual reports and the DOJ number of investigations in which second requests were issued and the

percentage of transactions in which second requests were issued by DOJ.

1

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 2005 - 2014

APPENDIX B

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

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

October

139

130

201

158

91

66

128

122

127

124

November

160

148

189

191

85

135

217

169

260

159

December

126

137

151

172

37

84

91

95

92

108

January

138

142

143

158

42

62

97

104

78

125

February

99

124

157

119

32

61

81

90

82

114

March

121

150

194

131

42

116

97

111

87

100

April

121

125

156

128

60

92

96

96

77

140

May

171

158

250

150

58

108

142

117

117

157

June

153

172

202

146

51

108

117

142

90

150

July

118

141

219

128

62

94

120

130

91

162

August

170

186

200

126

77

120

164

133

122

151

September

159

155

139

119

79

120

100

120

103

173

TOTAL

1,675

1,768

2,201

1,726

716

1,166

1,450

1,429

1,326

1,663

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

APPENDIX B

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

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

October

277

261

401

319

185

146

252

242

255

247

November

324

311

376

380

165

242

422

332

511

325

December

238

260

294

343

79

177

193

188

180

211

January

259

279

288

316

77

126

188

203

151

244

February

201

257

317

246

63

116

157

185

169

236

March

239

309

381

242

81

232

195

215

172

195

April

242

270

312

272

119

182

190

193

151

271

May

337

300

481

294

114

216

284

231

228

315

June

297

346

403

293

99

213

231

275

181

304

July

236

255

441

259

121

187

240

269

186

323

August

328

367

396

251

149

238

329

259

240

292

September

309

295

288

240

159

243

201

237

204

344

TOTAL

3,287

3,510

4,378

3,455

1,411

2,318

2,882

2,829

2,628

3,307

Note: The data for FY 2005 – FY 2007 “Filings Received” reflect corrections to some prior Annual reports to account for a coding error.

1

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 2014

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTERESTS

TABLE I

FISCAL YEAR 2014 1

2

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

4

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

TRANSACTION RANGE

GROUP

NUMBER

PERCENT OF

TRANSACTION RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

50M - 100M 5

171

10.6%

13

10

7.6%

5.8%

13.5%

1

2

0.6%

1.2%

1.8%

100M - 150M 5

304

18.8%

20

10

6.6%

3.3%

9.9%

1

1

0.3%

0.3%

0.7%

150M - 200M 5

186

11.5%

18

5

9.7%

2.7%

12.4%

0

1

0.0%

0.5%

0.5%

200M - 300M 5

188

11.6%

13

8

6.9%

4.3%

11.2%

1

2

0.5%

1.1%

1.6%

300M - 500M 5

244

15.1%

35

18

14.3%

7.4%

21.7%

5

2

2.0%

0.8%

2.9%

500M - 1000M5

300

18.5%

28

15

9.3%

5.0%

14.3%

6

4

2.0%

1.3%

3.3%

Over 1000M 5

225

13.9%

54

27

24.0%

12.0%

36.0%

16

9

7.1%

4.0%

11.1%

ALL TRANSACTIONS

1,618

100.0%

181

93

11.2%

5.7%

16.9%

30

21

1.9%

1.3%

3.2%

TABLE II

FISCAL YEAR 2014 1

2

ACQUISITIONS BY SIZE OF TRANSACTION (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

4

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

0.0%

0

0

0.0%

0.0%

0.0%

0

0

0.0%

0.0%

0.0%

LESS THAN 100M 5

171

10.6%

13

10

4.7%

3.6%

8.4%

1

2

2.0%

3.9%

5.9%

LESS THAN 150M 5

475

29.4%

33

20

12.0%

7.3%

19.3%

2

3

3.9%

5.9%

9.8%

LESS THAN 200M 5

661

40.9%

51

25

18.6%

9.1%

27.7%

2

4

3.9%

7.8%

11.8%

LESS THAN 300M 5

849

52.5%

64

33

23.4%

12.0%

35.4%

3

6

5.9%

11.8%

17.6%

LESS THAN 500M 5

1,093

67.6%

99

51

36.1%

18.6%

54.7%

8

8

15.7%

15.7%

31.4%

LESS THAN 1000M 5

1,390

85.9%

127

66

46.4%

24.1%

70.4%

14

12

27.5%

23.5%

51.0%

ALL TRANSACTIONS

1,618

181

93

66.1%

33.9%

100.0%

30

21

58.8%

41.2%

100.0%

TABLE III

FISCAL YEAR 2014 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

13

10

23

7.6%

5.8%

13.5%

7.2%

10.8%

4.7%

3.6%

8.4%

100M - 150M 5

20

10

30

6.6%

3.3%

9.9%

11.0%

10.8%

7.3%

3.6%

10.9%

150M - 200M 5

18

5

23

9.7%

2.7%

12.4%

9.9%

5.4%

6.6%

1.8%

8.4%

200M - 300M 5

13

8

21

6.9%

4.3%

11.2%

7.2%

8.6%

4.7%

2.9%

7.7%

300M - 500M 5

35

18

53

14.3%

7.4%

21.7%

19.3%

19.4%

12.8%

6.6%

19.3%

500M - 1000M5

28

15

43

9.3%

5.0%

14.3%

15.5%

16.1%

10.2%

5.5%

15.7%

Over 1000M 5

54

27

81

24.0%

12.0%

36.0%

29.8%

29.0%

19.7%

9.9%

29.6%

ALL TRANSACTIONS

181

93

274

11.2%

5.7%

16.9%

100.0%

100.0%

66.1%

33.9%

100.0%

TABLE IV

FISCAL YEAR 2014 1

TRANSACTIONS IN WHICH SECOND REQUESTS WERE ISSUED

TRANSACTION RANGE

($MILLIONS)

INVESTIGATIONS IN

WHICH SECOND

REQUEST WERE

ISSUED 3

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:

TOTAL NUMBER OF

TRANSACTIONS

TRANSACTIONS IN

EACH TRANSACTION

RANGE GROUP

TOTAL NUMBER OF

SECOND REQUEST

INVESTIGATIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

50M - 100M 5

1

2

3

0.1%

0.1%

0.2%

0.6%

1.2%

1.8%

2.0%

3.9%

5.9%

100M - 150M 5

1

1

2

0.1%

0.1%

0.1%

0.3%

0.3%

0.7%

2.0%

2.0%

3.9%

150M - 200M 5

0

1

1

0.0%

0.1%

0.1%

0.0%

0.5%

0.5%

0.0%

2.0%

2.0%

200M - 300M 5

1

2

3

0.1%

0.1%

0.2%

0.5%

1.1%

1.6%

2.0%

3.9%

5.9%

300M - 500M 5

5

2

7

0.3%

0.1%

0.4%

2.0%

0.8%

2.9%

9.8%

3.9%

13.7%

500M - 1000M5

6

4

10

0.4%

0.2%

0.6%

2.0%

1.3%

3.3%

11.8%

7.8%

19.6%

Over 1000M 5

16

9

25

1.0%

0.6%

1.5%

7.1%

4.0%

11.1%

31.4%

17.6%

49.0%

ALL TRANSACTIONS

30

21

51

1.9%

1.3%

3.2%

1.9%

1.3%

3.2%

58.8%

41.2%

100.0%

TABLE V

FISCAL YEAR 2014 1

ACQUISITIONS BY REPORTING THRESHOLD

HSR TRANSACTIONS

CLEARANCE GRANTED TO FTC OR DOJ

THRESHOLD 6

NUMBER

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)

101

6.2%

1

3

1.0%

3.0%

4.0%

0

1

0.0%

1.0%

1.0%

$100M (as adjusted)

137

8.5%

7

1

5.1%

0.7%

5.8%

0

0

0.0%

0.0%

0.0%

$500M (as adjusted)

37

2.3%

5

2

13.5%

5.4%

18.9%

0

1

0.0%

2.7%

2.7%

ASSETS ONLY

515

31.8%

55

35

10.7%

6.8%

17.5%

7

6

1.4%

1.2%

2.5%

25%

10

0.6%

2

2

20.0%

20.0%

40.0%

1

0

10.0%

0.0%

10.0%

50%

780

48.2%

107

46

13.7%

5.9%

19.6%

22

13

2.8%

1.7%

4.5%

N/A

38

2.3%

4

4

10.5%

10.5%

21.1%

0

0

0.0%

0.0%

0.0%

ALL TRANSACTIONS

1,618

100.0%

181

93

11.2%

5.7%

16.9%

30

21

1.9%

1.3%

3.2%

TABLE VI

FISCAL YEAR 2014 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

165

10.2%

1

7

0.6%

4.2%

4.8%

1

0

0.6%

0.0%

0.6%

50M - 100M

16

1.0%

0

0

0.0%

0.0%

0.0%

0

0

0.0%

0.0%

0.0%

100M - 150M

28

1.7%

2

1

7.1%

3.6%

10.7%

0

0

0.0%

0.0%

0.0%

150M - 200M

38

2.3%

1

1

2.6%

2.6%

5.3%

0

0

0.0%

0.0%

0.0%

200M - 300M

61

3.8%

3

3

4.9%

4.9%

9.8%

0

1

0.0%

1.6%

1.6%

300M - 500M

83

5.1%

2

4

2.4%

4.8%

7.2%

1

0

1.2%

0.0%

1.2%

500M - 1000M

150

9.3%

11

9

7.3%

6.0%

13.3%

3

0

2.0%

0.0%

2.0%

Over 1000M

1,077

66.6%

161

68

14.9%

6.3%

21.3%

25

20

2.3%

1.9%

4.2%

ALL TRANSACTIONS

1,618

100.0%

181

93

11.2%

5.7%

16.9%

30

21

1.9%

1.3%

3.2%

TABLE VII

FISCAL YEAR 2014 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

7

151

9.3%

4

1

2.6%

0.7%

3.3%

0

0

0.0%

0.0%

0.0%

50M - 100M

7

55

3.4%

1

2

1.8%

3.6%

5.5%

0

0

0.0%

0.0%

0.0%

100M - 150M

7

34

2.1%

0

1

0.0%

2.9%

2.9%

1

0

2.9%

0.0%

2.9%

150M - 200M

7

47

2.9%

3

3

6.4%

6.4%

12.8%

0

1

0.0%

2.1%

2.1%

200M - 300M

7

58

3.6%

2

2

3.4%

3.4%

6.9%

1

0

1.7%

0.0%

1.7%

300M - 500M

7

81

5.0%

5

5

6.2%

6.2%

12.3%

0

0

0.0%

0.0%

0.0%

500M - 1000M

7

161

10.0%

16

12

9.9%

7.5%

17.4%

3

1

1.9%

0.6%

2.5%

Over 1000M

7

920

56.9%

150

61

16.3%

6.6%

22.9%

25

19

2.7%

2.1%

4.8%

Sales Not Available 7

111

6.9%

0

6

0.0%

5.4%

5.4%

0

0

0.0%

0.0%

0.0%

ALL TRANSACTIONS

1,618

100.0%

181

93

11.2%

5.7%

16.9%

30

21

1.9%

1.3%

3.2%

TABLE VIII

FISCAL YEAR 2014 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

NUMBER

PERCENT OF

ASSET RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

8

238

14.7%

16

2

6.7%

0.8%

7.6%

0

0

0.0%

0.0%

0.0%

50M - 100M

8

192

11.9%

23

13

12.0%

6.8%

18.8%

2

3

1.0%

1.6%

2.6%

100M - 150M

8

135

8.3%

17

3

12.6%

2.2%

14.8%

3

0

2.2%

0.0%

2.2%

150M - 200M

8

97

6.0%

15

1

15.5%

1.0%

16.5%

0

1

0.0%

1.0%

1.0%

200M - 300M

8

125

7.7%

15

12

12.0%

9.6%

21.6%

1

3

0.8%

2.4%

3.2%

300M - 500M

8

121

7.5%

11

5

9.1%

4.1%

13.2%

1

0

0.8%

0.0%

0.8%

500M - 1000M

8

148

9.1%

20

12

13.5%

8.1%

21.6%

6

4

4.1%

2.7%

6.8%

Over 1000M

8

352

21.8%

42

22

11.9%

6.3%

18.2%

11

9

3.1%

2.6%

5.7%

Assets Not Available 8

210

13.0%

22

23

10.5%

11.0%

21.4%

6

1

2.9%

0.5%

3.3%

ALL TRANSACTIONS

1,618

100.0%

181

93

11.2%

5.7%

16.9%

30

21

1.9%

1.3%

3.2%

TABLE IX

FISCAL YEAR 2014 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

10

224

13.8%

19

9

8.5%

4.0%

12.5%

1

2

0.4%

0.9%

1.3%

50M - 100M

10

227

14.0%

22

3

9.7%

1.3%

11.0%

1

1

0.4%

0.4%

0.9%

100M - 150M

10

185

11.4%

20

10

10.8%

5.4%

16.2%

2

1

1.1%

0.5%

1.6%

150M - 200M

10

117

7.2%

13

9

11.1%

7.7%

18.8%

4

1

3.4%

0.9%

4.3%

200M - 300M

10

140

8.7%

17

8

12.1%

5.7%

17.9%

3

0

2.1%

0.0%

2.1%

300M - 500M

10

159

9.8%

16

14

10.1%

8.8%

18.9%

1

1

0.6%

0.6%

1.3%

500M - 1000M

10

155

9.6%

20

13

12.9%

8.4%

21.3%

2

3

1.3%

1.9%

3.2%

Over 1000M

10

347

21.4%

44

25

12.7%

7.2%

19.9%

12

9

3.5%

2.6%

6.1%

Sales not Available 10

64

4.0%

10

2

15.6%

3.1%

18.8%

4

3

6.3%

4.7%

10.9%

ALL TRANSACTIONS

1,618

100.0%

181

93

11.2%

5.7%

16.9%

30

21

1.9%

1.3%

3.2%

TABLE X

FISCAL YEAR 2014 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

% POINTS

PERCENT

CHANGE

NUMBER 4

OF TOTAL

FROM FY

2013 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

000 13

Not Available

114

7.0%

-1.5%

1

6

7

1

0

1

112 13

Animal Production

2

0.1%

0.1%

0

0

0

0

0

0

113 13

Forestry and and Logging

3

0.2%

0.2%

0

0

0

0

0

0

211 13

Oil and Gas Extraction

30

1.9%

0.4%

2

1

3

1

0

1

212 13

Mining (except Oil and Gas)

7

0.4%

-0.2%

1

1

2

0

1

1

213 13

Support Activities for Mining

13

0.8%

-0.2%

0

1

1

0

0

0

221 13

Utilities

34

2.1%

0.1%

0

6

6

0

0

0

233 13

Construction

1

0.1%

0.1%

0

0

0

0

0

0

236 13

Construction of Buildings

4

0.2%

0.1%

0

0

0

0

0

0

237 13

Heavy and Civil Engineering Construction

11

0.7%

-0.5%

0

0

0

0

0

0

238 13

Specialty Trade Contractors

7

0.4%

0.0%

0

0

0

0

0

0

311 13

Food and Kindred Products

48

3.0%

0.1%

5

6

11

0

1

1

312 13

Beverage and Tobacco Product Manufacturing

9

0.6%

0.3%

3

0

3

0

0

0

321 13

Wood Product Manufacturing

4

0.2%

-0.3%

0

1

1

0

2

2

322 13

Paper Manufacturing

8

0.5%

-0.1%

1

3

4

1

2

3

323 13

Printing and Related Support Actitivies

9

0.6%

0.3%

2

1

3

0

0

0

324 13

Petroleum and Coal Products Manufacturing

26

1.6%

0.4%

2

3

5

1

1

2

325 13

Chemical Manufacturing

111

6.9%

1.1%

43

1

44

10

0

10

326 13

Plastics and Rubber Manfuacturing

18

1.1%

0.0%

4

0

4

0

0

0

327 13

Nonmetallic Mineral Product Manufacturing

4

0.2%

-0.3%

3

0

3

1

0

1

331 13

Primary Metal Manufacturing

16

1.0%

-0.2%

1

5

6

0

0

0

TABLE X

FISCAL YEAR 2014 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

2013 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

332 13

Fabricated Metal Product Manufacturing

16

1.0%

-0.2%

0

0

0

0

0

0

333 13

Machinery Manufacturing

33

2.0%

-0.4%

2

6

8

0

1

1

334 13

Computer and Electronic Product Manufacturing

54

3.3%

0.2%

13

2

15

1

1

2

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

11

0.7%

0.2%

1

0

1

0

0

0

47

2.9%

0.3%

2

3

5

0

2

2

337 13

Furniture and Related Product Manufacturing

3

0.2%

-0.2%

0

0

0

0

0

0

339 13

Miscellaneous Manufacturing

28

1.7%

0.3%

11

0

11

1

0

1

423 13

Merchant Wholesalers, Durable Goods

64

4.0%

-0.3%

9

1

10

0

0

0

424 13

Merchant Wholesales, Nondurable Goods

74

4.6%

-0.7%

16

3

19

4

0

4

425 13

Wholesale Electric Markets and Agent and Brokers

4

0.2%

0.0%

0

0

0

0

0

0

441 13

Motor Vehicle and Parts Dealers

12

0.7%

0.2%

1

0

1

0

0

0

442 13

Furniture and Home Furnishing Stores

2

0.1%

0.1%

0

0

0

0

0

0

444 13

Electronics and Appliance Stores

1

0.1%

0.0%

0

0

0

0

0

0

445 13

Food and Beverage Stores

6

0.4%

0.0%

2

0

2

2

0

2

446 13

Health and Personal Care Stores

4

0.2%

-0.6%

1

0

1

0

0

0

447 13

Gasoline Stations

1

0.1%

-0.1%

1

0

1

0

0

0

448 13

Clothing and Clothing Accessories Stores

12

0.7%

-0.1%

3

0

3

1

0

1

451 13

Sporting Goods, Hobby, Book, and Music Stores

2

0.1%

-0.1%

0

0

0

0

0

0

452 13

General Merchandise Stores

4

0.2%

0.0%

2

0

2

1

0

1

453 13

Miscellaneous Store Retailers

2

0.1%

-0.3%

0

0

0

0

0

0

454 13

Nonstore Retailers

11

0.7%

0.2%

0

0

0

0

0

0

336 13

TABLE X

FISCAL YEAR 2014 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

2013 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

483 13

Water Transportation

5

0.3%

-0.1%

1

1

2

0

0

0

484 13

Truck Transportation

5

0.3%

0.2%

0

1

1

0

0

0

485 13

Transit and Ground Transportation

1

0.1%

0.1%

0

0

0

0

0

0

486 13

Pipeline Transportation

8

0.5%

0.3%

0

0

0

0

0

0

488 13

Support Actitivies for Transportation

6

0.4%

0.1%

0

0

0

0

0

0

492 13

Couriers

1

0.1%

0.1%

0

0

0

0

0

0

511 13

Publishing Industries (except Internet)

42

2.6%

-0.2%

2

6

8

0

1

1

512 13

Motion Pictures and Sound Recording Industries

4

0.2%

-0.4%

0

0

0

0

0

0

514 13

Information Services and Data Processing Services

1

0.1%

0.1%

0

0

0

0

0

0

515 13

Broadcasting (except Internet)

24

1.5%

-0.1%

0

3

3

0

2

2

517 13

Telecommunications

45

2.8%

0.5%

0

6

6

0

3

3

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

20

1.2%

0.9%

2

1

3

1

0

1

9

0.6%

-0.3%

0

1

1

1

0

1

522 13

Credit Intermediation and Related Activities

30

1.9%

-0.7%

2

1

3

0

0

0

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

176

10.9%

0.4%

3

4

7

0

0

0

61

3.8%

0.2%

4

2

6

1

1

2

525 13

Funds, Trusts, and Other Financial Vehicles

46

2.8%

0.5%

2

0

2

0

0

0

531 13

Real Estate

10

0.6%

-0.3%

0

1

1

0

0

0

532 13

Rental and Leasing Services

4

0.2%

-0.1%

0

0

0

0

0

0

533 13

Lessors of Nonfinancial Intangible Assets (except

Copyrighted Works)

Professional, Scientific, and Technical Services

8

0.5%

0.3%

1

2

3

0

0

0

112

6.9%

2.8%

7

9

16

0

2

2

519 13

524 13

541 13

TABLE X

FISCAL YEAR 2014 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

2013 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

561 13

Administrative and Support Services

29

1.8%

-0.1%

3

1

4

1

0

1

562 13

Waste Management and Remediation Services

6

0.4%

0.1%

0

3

3

0

0

0

611 13

Educational Services

4

0.2%

-0.3%

0

0

0

0

0

0

621 13

Ambulatory Health Care Services

26

1.6%

0.4%

6

0

6

0

0

0

622 13

Hospitals

27

1.7%

-1.7%

13

1

14

1

1

2

623 13

Nursing Care Facilities

6

0.4%

-0.4%

1

0

1

0

0

0

711 13

Performing Arts, Spector Sports, and Related Industries

2

0.1%

-0.1%

0

0

0

0

0

0

713 13

Amusement, Gambling, and Recreation Industries

8

0.5%

0.2%

1

0

1

0

0

0

721 13

Accommodation

1

0.1%

0.0%

0

0

0

0

0

0

722 13

Food Services and Drinking Places

11

0.7%

-0.2%

0

0

0

0

0

0

811 13

Repairs and Maintenance

2

0.1%

0.0%

0

0

0

0

0

0

812 13

Personal and Laundry Services

4

0.2%

0.1%

1

0

1

0

0

0

813 13

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

4

0.2%

0.2%

0

0

0

0

0

0

1,618

100.0%

181

93

274

30

21

51

TABLE XI

1

FISCAL YEAR 2014

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

11

CODE

INDUSTRY DESCRIPTION

4

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2013 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

89

5.5%

2.1%

12

1

13

1

0

1

0

112 1

Animal Production

1

0.1%

0.1%

0

0

0

0

0

0

0

211 1

Oil and Gas Extraction

35

2.2%

-0.2%

1

1

2

1

0

1

15

212 1

Mining (except Oil and Gas)

12

0.7%

0.2%

1

1

2

0

1

1

5

213 1

Support Activities for Mining

26

1.6%

-0.9%

1

0

1

0

0

0

7

221 1

Utilities

42

2.6%

0.0%

1

6

7

0

0

0

22

236 1

Construction of Buildings

1

0.1%

0.1%

0

0

0

0

0

0

1

237 1

Heavy and Civil Engineering Construction

6

0.4%

-0.7%

0

0

0

0

0

0

0

238 1

Specialty Trade Contractors

8

0.5%

0.1%

0

0

0

0

0

0

1

311 1

Food and Kindred Products

51

3.2%

0.9%

5

6

11

0

1

1

29

312 1

Beverage and Tobacco Product Manufacturing

9

0.6%

-0.1%

2

0

2

1

0

1

3

313 1

Textile Mills

5

0.3%

0.2%

2

1

3

0

0

0

0

314 1

Textile Products

1

0.1%

0.0%

0

0

0

0

0

0

0

321 1

Wood Product Manufacturing

5

0.3%

-0.3%

0

1

1

0

2

2

2

322 1

Paper Manufacturing

9

0.6%

-0.2%

0

4

4

0

1

1

3

323 1

Printing and Related Support Actitivies

7

0.4%

0.0%

2

1

3

0

0

0

2

324 1

Petroleum and Coal Products Manufacturing

6

0.4%

0.1%

0

0

0

0

0

0

1

325 1

Chemical Manufacturing

107

6.6%

0.5%

28

1

29

8

0

8

39

326 1

Plastics and Rubber Manfuacturing

28

1.7%

0.3%

3

1

4

1

1

2

3

327 1

Nonmetallic Mineral Product Manufacturing

8

0.5%

0.0%

4

1

5

1

1

2

1

331 1

Primary Metal Manufacturing

16

1.0%

0.1%

0

4

4

0

0

0

6

TABLE XI

1

FISCAL YEAR 2014

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

11

CODE

INDUSTRY DESCRIPTION

4

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2013 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

332 1

Fabricated Metal Product Manufacturing

23

1.4%

-0.1%

0

1

1

0

1

1

7

333 1

Machinery Manufacturing

38

2.3%

0.0%

3

6

9

0

1

1

11

334 1

Computer and Electronic Product Manufacturing

53

3.3%

-0.5%

9

2

11

0

0

0

24

335 1

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

13

0.8%

-0.1%

2

0

2

0

0

0

2

40

2.5%

-0.4%

3

4

7

0

1

1

10

337 1

Furniture and Related Product Manufacturing

4

0.2%

-0.3%

0

0

0

0

0

0

1

339 1

Miscellaneous Manufacturing

35

2.2%

-0.2%

11

0

11

2

0

2

16

423 1

Merchant Wholesalers, Durable Goods

97

6.0%

0.7%

11

3

14

0

0

0

21

424 1

Merchant Wholesales, Nondurable Goods

84

5.2%

0.7%

22

3

25

6

0

6

28

425 1

Wholesale Electric Markets and Agent and Brokers

9

0.6%

0.6%

0

1

1

0

0

0

1

441 1

Motor Vehicle and Parts Dealers

11

0.7%

0.4%

0

0

0

0

0

0

2

442 1

Furniture and Home Furnishing Stores

4

0.2%

0.1%

0

0

0

0

0

0

1

444 1

Electronics and Appliance Stores

1

0.1%

0.0%

0

0

0

0

0

0

0

445 1

Food and Beverage Stores

9

0.6%

0.0%

2

0

2

2

0

2

2

446 1

Health and Personal Care Stores

8

0.5%

0.1%

1

0

1

0

0

0

2

447 1

Gasoline Stations

5

0.3%

0.0%

1

0

1

0

0

0

1

448 1

Clothing and Clothing Accessories Stores

12

0.7%

0.2%

2

0

2

1

0

1

5

452 1

General Merchandise Stores

6

0.4%

0.1%

2

0

2

1

0

1

2

453 1

Miscellaneous Store Retailers

3

0.2%

-0.3%

0

0

0

0

0

0

0

454 1

Nonstore Retailers

16

1.0%

-0.1%

0

0

0

0

0

0

4

481 1

Air Transportation

1

0.1%

-0.2%

0

0

0

0

0

0

0

336 1

TABLE XI

1

FISCAL YEAR 2014

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

11

CODE

INDUSTRY DESCRIPTION

4

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2013 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

483 1

Water Transportation

9

0.6%

0.3%

4

1

5

0

0

0

3

484 1

Truck Transportation

5

0.3%

0.0%

0

2

2

0

0

0

1

486 1

Pipeline Transportation

8

0.5%

-0.2%

0

0

0

0

0

0

1

488 1

Support Actitivies for Transportation

14

0.9%

0.0%

0

0

0

0

1

1

3

492 1

Couriers

1

0.1%

-0.1%

0

0

0

0

0

0

0

493 1

Warehousing and Storage

7

0.4%

0.3%

0

0

0

0

0

0

0

511 1

Publishing Industries (except Internet)

71

4.4%

0.7%

2

6

8

0

1

1

17

512 1

Motion Pictures and Sound Recording Industries

11

0.7%

0.0%

0

0

0

0

0

0

2

515 1

Broadcasting (except Internet)

25

1.5%

-0.1%

0

7

7

0

3

3

10

517 1

Telecommunications

28

1.7%

-0.6%

1

7

8

0

3

3

13

518 1

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

42

2.6%

0.7%

3

1

4

1

0

1

6

17

1.1%

0.0%

0

0

0

1

0

1

3

522 1

Credit Intermediation and Related Activities

25

1.5%

-1.3%

1

1

2

0

0

0

8

523 1

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

44

2.7%

0.2%

1

4

5

0

1

1

21

50

3.1%

-0.1%

0

3

3

0

1

1

23

531 1

Real Estate

5

0.3%

-0.1%

0

0

0

0

0

0

2

532 1

Rental and Leasing Services

17

1.1%

0.0%

1

1

2

0

0

0

2

533 1

Lessors of Nonfinancial Intangible Assets (except Copyrighted

Works)

Professional, Scientific, and Technical Services

17

1.1%

0.7%

3

0

3

0

0

0

2

123

7.6%

0.6%

8

6

14

1

0

1

37

519 1

524 1

541 1

551 1

Management Companies and Enterprises

1

0.1%

0.1%

0

0

0

0

0

0

0

561 1

Administrative and Support Services

27

1.7%

-0.7%

1

1

2

0

0

0

8

TABLE XI

1

FISCAL YEAR 2014

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

11

CODE

INDUSTRY DESCRIPTION

4

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2013 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

562 1

Waste Management and Remediation Services

11

0.7%

0.3%

0

2

2

0

0

0

3

611 1

Educational Services

4

0.2%

-0.3%

0

0

0

0

0

0

1

621 1

Ambulatory Health Care Services

32

2.0%

0.5%

7

0

7

2

0

2

11

622 1

Hospitals

27

1.7%

-2.1%

13

1

14

0

1

1

19

623 1

Nursing Care Facilities

6

0.4%

0.1%

2

0

2

0

0

0

3

624 1

Social Assistance

2

0.1%

0.0%

0

0

0

0

0

0

0

711 1

Performing Arts, Spector Sports, and Related Industries

4

0.2%

-0.3%

0

0

0

0

0

0

0

713 1

Amusement, Gambling, and Recreation Industries

8

0.5%

-0.4%

1

0

1

0

0

0

0

721 1

Accommodation

5

0.3%

-0.2%

0

0

0

0

0

0

1

722 1

Food Services and Drinking Places

16

1.0%

0.2%

0

0

0

0

0

0

2

811 1

Repairs and Maintenance

9

0.6%

0.2%

1

1

2

0

0

0

0

812 1

Personal and Laundry Services

3

0.2%

-0.4%

1

0

1

0

0

0

1

1,618

100.0%

181

93

274

30

21

51

483

1 Fiscal year 2014 figures include transactions reported between October 1, 2013 and September 30, 2014.

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 2014, 1663 transactions were reported under the HSR Premerger Notification program. The smaller number, 1618, 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 2014 reflects corrective filings.

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

7 The category labeled “Sales Not Available” includes newly-formed acquiring persons, foreign acquiring person with no United States revenues, and acquiring persons who had

not derived any revenues from their investments at the time of filing.

8 Assets of an acquired entity are not available when the acquired entity’s financial data is consolidated within its ultimate parent.

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

Form.

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

year to filing the Notification and Report Form.

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

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

by the parties to Item 5 of the Premerger Notification and Report Form.

12 This represents the deviation from the fiscal year 2013 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.