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DEPARTMENT OF JUSTICE

BUREAU OF COMPETITION

ANTITRUST DIVISION

ANNUAL REPORT TO CONGRESS

FISCAL YEAR 2003

Pursuant to Subsection (j) of Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Twenty-Sixth Report)

Deborah Platt Majoras,

Chairman

Federal Trade Commission

R. Hewitt Pate

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, gives the Federal Trade Commission (the "Commission") and the Antitrust

Division of the Department of Justice (the "Antitrust Division" or "Division") the opportunity

to obtain effective preliminary relief against anticompetitive mergers and to prevent interim

harm to competition and consumers. The premerger notification program was instrumental in

detecting transactions that were the subject of the numerous enforcement actions brought in

fiscal year 2003 to protect consumers -- individuals, businesses, and government -- against

anticompetitive mergers.

While the number of reportable transactions under the HSR Act slightly declined from

last fiscal year (see Figure 1 below), the Commission and the Antitrust Division had a

productive year in monitoring and identifying those mergers and acquisitions that raised

potentially significant competitive concerns. In fiscal year 2003, 1,014 transactions were

reported under the HSR Act, representing about a 15 percent decrease from the number of

transactions reported in fiscal year 2002, and about a 79 percent decrease from the 4,926

transactions reported in fiscal year 2000, the last full fiscal year under the previous reporting

thresholds.1

HSR MERGER TRANSACTIONS REPORTED

FISCAL YEARS 1993 -2003

NUMBER OF TRANSACTIONS

6,000

4,728

5,000

4,926

4,642

3,702

4,000

2,816

3,000

3,087

2,305

2,376

2,000

1,187

1,014

1,000

FISCAL YEARS

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

Figure 1

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

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

legislation raised the size-of-transaction threshold from $15 million to $50 million and made other changes to the

filing and waiting period requirements. Section 630 of the Department of Commerce, Justice, and State, the

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

Appendix A.

During the year, the Commission challenged twenty-one transactions, leading to seven

consent orders, one administrative complaint, and ten abandoned transactions. The

Commission also authorized staff to seek injunctive relief in three matters, one of which was

filed in district court. Most notably, the Commission challenged the proposed merger of

Pfizer Inc., the largest pharmaceutical company in the United States and largest animal health

pharmaceutical company in the world, and Pharmacia Corporation.2 The proposed merger

would have eliminated direct competition and increased prices for consumers in the market

for certain human and animal prescription drugs and over-the-counter medications. The

Commission also challenged the proposed merger of Quest Diagnostics, Inc. and Unilab

Corporation,3 which would have led to higher prices for clinical laboratory services in

Northern California.

The Antitrust Division challenged fifteen merger transactions, leading to five consent

decrees, six abandoned transactions, and three other transactions that were restructured after

the Division informed the parties of its antitrust concerns relating to the transaction. One

challenge is pending in district court. The Division’s notable merger challenges included

Echostar Communications’ proposed acquisition of Hughes Electronics Corporation, which

would have eliminated competition between the nation’s two most significant direct broadcast

satellite services.4 The merger as proposed would have created a monopoly in rural areas

where cable television is not available and reduced competitive choices for consumers. In

addition, the Division’s litigation efforts succeeded in obtaining an injunction blocking a

merger between labelstock producers, UPM-Kymmene Oyj’s Raflatac subsidiary and Bemis

Company’s MACtac subsidiary, that would have facilitated coordination between the merged

company and other labelstock producers.5

In fiscal year 2003, the Commission’s Premerger Notification Office ("PNO")

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

reportability of transactions under the HSR Act and the details involved in completing and

filing the Notification and Report Form ("the filing form"). The HSR website,

www.ftc.gov/bc/hsr/hsr.htm, continued to provide improved access to information necessary

to the notification process. The website includes such information as the premerger

notification filing form and instructions, the premerger notification statute and rules, grants of

early termination, filing fee instructions, HSR events, training materials for new HSR

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

other useful information. The website is the paramount source of information for HSR

practitioners seeking information on changes to the Act and amendments to the premerger

rules. The website also includes a database of informal interpretation letters, which provide

PNO staff interpretations of the premerger notification rules and the Act. As always, PNO

See infra p. 16.

See infra p. 16

See infra p. 9

staff continues their efforts to assist HSR practitioners and readily provides them with needed

information.

BACKGROUND OF THE HSR ACT

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L.

No. 94-435, amended the Clayton Act by adding a new Section 7A, 15 U.S.C. §18a.

Subsection (j) of Section 7A provides:

Beginning not later than January 1, 1978, the Federal Trade Commission, with

the concurrence of the Assistant Attorney General, shall annually report to the

Congress on the operation of this section. Such report shall include an

assessment of the effects of this section, of the effects, purpose, and need for

any rules promulgated pursuant thereto, and any recommendations for

revisions of this section.

This is the twenty-sixth annual report to Congress pursuant to this provision. It covers

fiscal year 2003 -- October 1, 2002 through September 30, 2003.

In general, the Act requires that certain proposed acquisitions of voting securities or

assets must be reported to the Commission and the Antitrust Division prior to consummation.

The parties must then wait a specified period, usually 30 days (15 days in the case of a cash

tender offer or a bankruptcy sale), before they may complete the transaction. Whether a

particular acquisition is subject to these requirements depends upon the value of the

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

assets. Small acquisitions, acquisitions involving small parties, and other classes of

acquisitions that are less likely to raise antitrust concerns are excluded from the Act’s

coverage.

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

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

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

waiting period requirements, provides the agencies with both the time and the information

necessary to conduct this antitrust review. Much of the information for a preliminary antitrust

evaluation is included in the notification filed with the agencies by the parties to the proposed

transactions and is immediately available for review during the waiting period.

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

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

information and documentary material (a “second request"). The second request extends the

waiting period for a specified period after all parties have complied with the request (or, in the

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

additional time provides the reviewing agency with the opportunity to analyze the information

and to take appropriate action before the transaction is consummated. If the reviewing agency

believes that a proposed transaction may substantially lessen competition, it may seek an

injunction in federal district court to prohibit consummation of the transaction.

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

promulgated final rules implementing the premerger notification program on July 31, 1978.

At that time, a comprehensive Statement of Basis and Purpose was also published, containing

a section-by-section analysis of the rules and an item-by-item analysis of the filing form. 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 a ten-year period, the number of

transactions7 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. Appendix A also

shows for fiscal years 1994 through 2003 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 1994 through 2003.

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

in fiscal year 2003 decreased approximately 15 percent from the number of transactions

reported in fiscal year 2002. In fiscal year 2003, 1,014 transactions were reported, while

1,187 were reported in fiscal year 2002. Along with this decrease in the number of

transactions reported, the statistics in Appendix A show that the number of merger

investigations in which second requests were issued in fiscal year 2003 decreased

approximately 29 percent from the number of merger investigations in which second requests

were issued in fiscal year 2002. Second requests were issued in 35 merger investigations in

fiscal year 2003, while second requests were issued in 49 merger investigations in fiscal year

2002. The percentage of transactions resulting in second requests in fiscal year 2003 declined

slightly from last fiscal year. (See Figure 2 below.)

43 Fed. Reg. 3443 (August 4, 1978); 43 Fed. Reg. 36053 (August 15, 1978); 44 Fed. Reg. (November

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

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

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

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

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

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

Fed. Reg. 11904 (March 18, 2002); 68 Fed. Reg. 2425 (January 17, 2003).

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

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

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

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

acquiring or acquired persons that necessitate separate HSR transaction numbers to track the filing parties and

waiting periods.

PERCENTAGE OF TRANSACTIONS RESULTING

IN SECOND REQUEST

4.5%

4.3%

4.0%

3.5%

3.8%

3.6%

3.0%

3.5%

3.1%

2.5%

2.6%

2.0%

1.5%

1.0%

0.5%

2.7%

3.5%

2.1%

0.0%

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

Figure 2

The statistics in Appendix A also show that in recent years, early termination was

requested in the majority of transactions. In fiscal year 2003, early termination was requested

in 69 percent (700) of the transactions reported while in fiscal year 2002 it was requested in

87.8 percent (1,042) of the transactions reported. The percentage of requests granted out of

the total requested increased to 86.6 percent in fiscal year 2003 from 76.1 percent in fiscal

year 2002.

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

agencies’ enforcement activities for transactions reported in fiscal year 2003. The tables

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

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

number of merger investigations in which second requests were issued. Table III of Exhibit A

shows that, in fiscal year 2003, clearance was granted to one or the other of the agencies for

the purpose of conducting an initial investigation in 23.9 percent of the total number of

transactions in which a second request could have been issued.

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

transactions reported and the reporting threshold indicated in the notification report. The total

dollar value of reported transactions rose dramatically from fiscal years 1994 to 2000 from

about $372 billion to about $3 trillion before declining to about $1 trillion in fiscal year 2001

and $565.4 billion in fiscal year 2002. During fiscal year 2003, the dollar value of reported

transactions fell to about $406.8 billion.

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

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

percentage of reportable transactions within industry groups for fiscal year 2003 based on the

acquired entity’s operations.

PERCENTAGE OF TRANSACTIONS BY

INDUSTRY GROUP OF ACQUIRED ENTITY

FISCAL YEAR 2003

Other

13.7%

Health Services

2.9%

Manufacturing

33.2%

Banking/Insurance

10.5%

Chemicals and

Pharmaceuticals

7.2%

Consumer Goods

12.0%

Energy & Natural

Resources

3.8%

Transportation

0.8%

Information

Technology

15.8%

Figure 3

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

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 2003. The agencies monitor compliance

through a variety of methods, including the review of newspapers and industry publications

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

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

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

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

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

notification and waiting period requirements is liable for a civil penalty of up to $11,000 for

each day the violation continues.8 The antitrust agencies examine the circumstances of each

violation to determine whether penalties should be sought.9

The Antitrust Division brought two cases alleging violations of the HSR Act during

fiscal year 2003. In United States v. Gemstar-TV Guide International, Inc. et al.,10 the

complaint alleged that Gemstar and TV Guide violated the Act’s waiting period requirements

and Section 1 of the Sherman Act prior to their merger in July 2000. According to the

complaint, during the HSR waiting period, Gemstar and TV Guide secretly agreed to allocate

markets and customers between them, agreed on the prices and terms that customers would be

offered for interactive program guides (“IPGs”), and began jointly conducting their IPG

business. IPGs allow cable and satellite television viewers to use their remote control to

view program schedule information and select programs for viewing. A consent decree was

filed simultaneously with the complaint and was entered by the court on July 11, 2003. The

total civil penalties of $5.67 million required under the decree, reflecting the maximum civil

penalties of $11,000 per day per company, are the highest penalties to date in an HSR Act

enforcement case. The decree also enjoined Gemstar-TV Guide from engaging in similar

conduct in the future and gave customers that signed contracts with TV Guide during the

premerger period a chance to rescind those contracts.

In United States v. Smithfield Foods, Inc.,11 the complaint sought civil penalties for

Smithfield’s alleged failure to comply with premerger notification requirements before

making certain acquisitions of stock of its pork packing competitor, IBP, Inc. According to

the complaint, Smithfield’s acquisitions did not come within the HSR Act’s exemption for

acquisitions that are “solely for the purpose of investment”, because Smithfield was also

considering and taking steps toward a Smithfield-IBP combination at that time. The case

remains pending in district court.

Effective November 20, 1996, dollar amounts specified in civil monetary penalty provisions within the

Commission’s jurisdiction were adjusted for inflation in accordance with the Debt Collection Improvement Act

of 1996, Pub. L. No. 104-134 (April 26, 1996). The adjustments included, in part, an increase from $10,000 to

$11,000 for each day during which a person is in violation under Section 7A(g)(1). 61 Fed. Reg. 54548 (October

21, 1996), corrected at 61 Fed. Reg. 55840 (October 29, 1996).

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

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

explanation of their failure to file, and have not previously violated the Act. During fiscal year 2003, eleven

corrective filings for violations of the Act were received.

United States v. Gemstar-TV Guide International, Inc. and TV Guide, Inc., No. 1:03CV00198

(D.D.C. filed February 6, 2003).

United States v. Smithfield Foods, Inc., No. 1:03CV00434 (D.D.C. filed February 28, 2003).

Final Rules

On February 1, 2001, the Commissioned published Interim12 and Proposed Rules13

amending the HSR Rules. These amendments were discussed in detail in the fiscal year 2001

Annual Report.14 The Interim Rules took effect upon publication and implemented

amendments to Section 7A of the Clayton Act enacted on December 21, 2000. The Proposed

Rules set forth other changes improving and updating the HSR Rules and were revised and

made final effective April 17, 2002.15 Of the Interim Rules, Interim Rule 802.21 was revised

and made final in a separate rulemaking effective retroactively to February 2, 2002.16

The remainder of the Interim Rules became final in fiscal year 2003. In finalizing

these Interim Rules, the Commission, with the concurrence of the Assistant Attorney General,

promulgated amendments to the Interim Rules and additional revisions to the filing form that

became effective January 17, 2003.17 These highly technical amendments and revisions were

made in order to address public comments and were intended to increase the clarity and

improve the effectiveness of the Rules and filing form.

MERGER ENFORCEMENT ACTIVITY18

The Department of Justice

During fiscal year 2003, the Antitrust Division challenged fifteen merger

transactions that it concluded may have substantially lessened competition if allowed to

proceed as proposed. In nine of these challenges, the Antitrust Division filed a complaint in

U.S. district court. Three of these nine transactions were abandoned: one after the complaint

was filed; one after the Division succeeded in obtaining a preliminary injunction; and one

after the assets in question were sold to another buyer pursuant to a bankruptcy court order.

One of these cases is pending in district court, and five cases were settled by consent decree.

In the six other challenges during fiscal year 2003, the Antitrust Division informed the parties

to a proposed transaction that it likely would file suit challenging the transaction unless the

66 Fed. Reg. 8680 (February 1, 2001).

66 Fed. Reg. 8723 (February 1, 2001).

See the Annual Report to Congress, Fiscal Year 2001 for a detailed discussion of the substantive

67 Fed. Reg 11898 (March 18, 2002).

67 Fed. Reg. 11904 (March 18, 2002).

68 Fed. Reg. 2425 (January 17, 2003).

changes.

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

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

inappropriate to identify which cases were initiated under the program.

parties restructured the proposal to avoid competitive problems or abandoned the proposal

altogether.19 In three of these six proposed transactions, the parties restructured the

transactions; in the other three, the parties abandoned the proposed transaction entirely.

In United States et al. v. Echostar Communications et al.,20 the Division, along with

twenty-three states and the District of Columbia and Puerto Rico, sued to prevent Echostar

from acquiring Hughes Electronics Corporation in a cash-and-stock transaction originally

valued at $26 billion. The complaint alleged that the merger would have eliminated

competition between the nation=s two most significant direct broadcast satellite services,

Hughes= DirecTV and Echostar=s DISH Network. The merger would have created a

monopoly in those areas where cable television is not available, primarily rural areas, and

would have reduced competitive choices from three to two for tens of millions of households.

The Division gave serious consideration to the efficiencies and new services that the parties

claimed would result from the merger, but concluded that the parties could not demonstrate

that any efficiencies likely to result from the merger were sufficient to outweigh the

substantial adverse impact of the transaction on competition and consumers. On December

10, 2002, the parties abandoned the merger.

In United States v. UPM-Kymmene Oyj et al.,21 the Division challenged the proposed

merger between UPM-Kymmene=s Raflatac subsidiary and Bemis Company=s MACtac

subsidiary. Raflatac and MACtac are the second and third largest producers of pressuresensitive labelstock in North America. Labelstock is the base material for labels used in a

variety of applications, including supermarket scale labels and shipping labels. The complaint

alleged that the acquisition would facilitate coordination between the merged company and

other North American producers of bulk paper labelstock and lessen competition in the

production of bulk paper labelstock, which would result in higher prices. After an evidentiary

In two instances, the Department of Justice issued press releases: April 22, 2003 B ICAP plc=s

acquisition of BrokerTec LLC (interdealer brokerage services); May 8, 2003 B BB&T=s acquisition of First

Virginia Banks Inc. B Virginia banks (business banking services).

In the remaining four challenges, the Division informed the parties of its antitrust concerns but did not

issue a press release: Veeco Instruments Inc.'s proposed acquisition of FEI Company (semiconductor and data

storage components); Onex Corporation=s proposed acquisition of Silver Cinemas Acquisition Company

(Landmark Theatres) from OCM Opportunities Fund II (motion picture theaters); acquisition of The

Aerostructures Corporation by Carlyle Partners III, through its subsidiary Vought Aircraft Industries, Inc.

(aerostructures); Allied Waste Industries, Inc.=s proposed acquisition of WCA Partners, LP (nonhazardous waste

collection and disposal).

United States and the State of Missouri, State of Arkansas, State of California, State of Connecticut,

State of Hawaii, State of Idaho, State of Illinois, State of Iowa, Commonwealth of Kentucky, State of Maine,

Commonwealth of Massachusetts, State of Mississippi, State of Montana, State of Nevada, State of New York,

State of North Carolina, State of North Dakota, State of Oregon, Commonwealth of Pennsylvania, State of Texas,

State of Vermont, State of Washington, State of Wisconsin, District of Columbia, and Commonwealth of Puerto

Rico v. Echostar Communications, Hughes Electronics Corp., General Motors Corp., and DirecTV Enterprises,

Inc., No. 1:02CV02138 (D.D.C. filed Oct. 31, 2002).

United States v. UPM-Kymmene Oyj, Raflatac, Inc., Bemis Company, Inc., and Morgan Adhesives

Company, No. 03C 2528 (N.D. Ill. filed Apr. 15, 2003).

hearing, the district court granted a preliminary injunction against the transaction on July 25,

2003, and the parties abandoned the transaction shortly thereafter.

In United States v. SGL Carbon AG et al.,22 the Division sued to block SGL Carbon

AG, a German company, and its United States subsidiary, SGL Carbon LLC, from acquiring

certain assets of Carbide/Graphite Group in a bankruptcy court auction. The complaint

alleged that the acquisition would have facilitated coordination among the only three

remaining producers of large graphite electrodes for sale in the United States, and would have

reduced competition in the production of large graphite electrodes. Graphite electrodes are a

critical input into electric arc furnace steel production, in which scrap metal is melted and

refined into steel. At the auction, the bankruptcy court determined that SGL Carbon=s bid was

not the highest and best offer and awarded the assets to an alternative bidder that intended to

maintain Carbide/Graphite Group=s graphite electrode business as an independent competitor.

After the alternative bidder closed on its purchase of the assets, the Division filed a voluntary

notice of dismissal of its lawsuit on May 8, 2003.

In United States et al. v. Dairy Farmers of America, Inc. et al.,23 the Division and the

Commonwealth of Kentucky sued Dairy Farmers of America, Inc. (DFA) and Southern Belle

Dairy to compel DFA to divest its interest in Southern Belle, which DFA had acquired in a

2002 acquisition, the value of which did not meet the threshold that would have triggered

Hart-Scott-Rodino filing requirements. Prior to the 2002 acquisition, DFA competed head-tohead against Southern Belle to supply milk to school districts in the eastern two-thirds of

Kentucky and Tennessee. The complaint alleged that DFA=s acquisition created a monopoly

for bidding for school milk in 47 school districts and reduced the number of independent

bidders to two in 54 districts in Kentucky and Tennessee. The suit is currently pending in

U.S. District Court in the Eastern District of Kentucky. Trial is scheduled to begin September

21, 2004.

In United States v. Northrop Grumman Corporation et al.,24 the Division challenged

Northrop Grumman=s proposed $7.8 billion acquisition of TRW Inc., alleging that the

acquisition, as originally proposed, would have resulted in a vertical combination that would

have lessened competition in the development and sale of reconnaissance satellite systems

used by the U.S. military. Northrop was one of two companies that designed, developed, and

produced payloads, which are key components used in the satellites; TRW was one of only a

few companies able to serve as a prime contractor in the reconnaissance satellite programs.

Had the merger occurred as proposed, Northrop would have been able to serve as both the

prime contractor and the payload provider for reconnaissance satellites. The vertical

integration created by this merger would have given Northrop the ability and incentive to

lessen competition by favoring its in-house payload to the detriment or foreclosure of its

United States v. SGL Carbon AG and SGL Carbon LLC, No. 03-521 (W.D. Pa. filed Apr. 15, 2003).

United States and Commonwealth of Kentucky v. Dairy Farmers of America, Inc. and Southern Belle

Dairy Co., LLC, No. 6:03-206 (E.D. Ky. filed April 24, 2003).

United States v. Northrop Grumman Corp. and TRW Inc., No. 1:02CV02432 (D.D.C. filed Dec. 11,

2002).

payload competitors and by refusing to sell, or selling at disadvantageous terms, its payload to

competing prime contractors. The Division filed a proposed consent decree simultaneously

with the complaint, settling the suit. Under the terms of the decree, Northrop was required to

act in a nondiscriminatory manner when choosing payload providers for satellite programs

and supplying its payload to contractors competing with Northrop for satellite programs.

Northrop also must maintain its payload business separate from its satellite prime contractor

business and work with a Compliance Officer, chosen by the Secretary of Defense, who will

monitor Northrop=s compliance with the decree. The Division worked closely with the

Department of Defense throughout the investigation and in fashioning relief. The Court

entered the consent decree on June 10, 2003.

In United States v. Univision Communications, Inc. et al.,25 the Division challenged

Univision=s $3 billion acquisition of Hispanic Broadcasting Corporation (HBC). Univision

owned thirty percent of the stock of, and had significant governance rights in, Entravision

Communications Corporation, which is HBC=s principal competitor in Spanish-language radio

in many geographic areas. Accordingly, the complaint alleged that the acquisition, as

originally proposed, would have reduced competition in the sale of advertising time on many

Spanish-language radio stations. The Division filed a proposed consent decree

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

was required to divest a significant portion of its stake in Entravision and to relinquish certain

governance rights, including its right to two seats on Entravision=s Board of Directors. The

Court entered the consent decree on December 22, 2003.

In United States et al. v. Waste Management, Inc. et al.,26 the Division required Waste

Management and Allied Waste Industries to divest specific waste hauling and disposal assets,

and to agree to contract modifications, in order to proceed with their proposed transaction.

According to the complaint, the transaction, as originally structured, would have lessened

commercial waste hauling or disposal service competition in seven metropolitan areas: Pitkin

County, Colorado; Garfield County, Colorado; Augusta, Georgia; Myrtle Beach, South

Carolina; Morris County, New Jersey; Bergen and Passaic Counties, New Jersey; and Tulsa

and Muskogee, Oklahoma. The Division filed a proposed consent decree simultaneously with

the complaint, settling the suit. Under the terms of the decree, Waste Management is required

to divest waste collection operations in some areas and waste disposal operation in others, and

to abandon its purchase of certain Allied assets in Oklahoma. In addition, the decree requires

Waste Management to alter its existing and future contracts in some areas, making it easier

for customers to switch to competing waste haulers. The Court entered the consent decree on

December 16, 2003.

In United States v. General Electric Co. et al.,27 the Division challenged General

Electric=s (GE) proposed acquisition of Instrumentarium, a major worldwide provider of

United States v. Univision Communications, Inc. and Hispanic Broadcasting Corp., No.1:03CV00758

(D.D.C. filed Mar. 26, 2003).

United States and the State of New Jersey v. Waste Management, Inc. and Allied Waste Industries,

Inc., No. 1:03CV01409 (D.D.C. filed June 27, 2003).

United States v. General Electric Co. and Instrumentarium OYJ, No. 1:03CV01923 (D.D.C. filed

medical equipment products and services. The complaint alleged that the transaction, as

originally proposed, would have lessened competition in the markets for monitors used for

patients requiring critical care and mobile C-arms, which are full-size, fluoroscopic x-ray

machines that provide continuous, real-time viewing of patients during basic surgical and

vascular procedures. GE and Instrumentarium were two of only a few competitors that

provided healthcare providers with these devices; they competed head-to-head on price,

product features and service. The Division filed a proposed consent decree simultaneously

with the complaint, requiring divestiture of Instrumentarium=s Spacelabs patient monitor

business and its Ziehm C-arm business. The Court entered the consent decree on February

23, 2004.

In United States v. Alcan, Inc. et al.,28 the Division challenged Alcan=s proposed $4.6

billion cash tender acquisition of Pechiney. The complaint alleged that the acquisition, as

originally proposed, would have lessened competition in the development, production, and

sale of brazing sheet, an aluminum alloy used in fabricating the major components of heat

exchangers for motor vehicles, including oil coolers, heaters, air conditioning units, and

radiators. Alcan was a recent entrant into the brazing sheet market in North America, and its

entry had sparked an intense competitive rivalry, resulting in lower prices and higher quality.

The complaint alleged that Alcan=s acquisition of Pechiney would reduce the number of North

American manufacturers of brazing sheet from four to three and increase the prospect of

future cooperative brazing sheet price increases, to the detriment of consumers. The Division

filed a consent decree simultaneously with the complaint, requiring the divestiture of certain

aluminum rolling assets. The decree is pending with the Court. The Division cooperated

closely with the European Commission and the Canadian Competition Bureau in its review of

the transaction.

During fiscal year 2003, the Division investigated two bank merger transactions for

which divestiture was required prior to or concurrently with the acquisition and one other in

which conditions were imposed. A Anot significantly adverse@ letter conditioned upon a letter

agreement between the parties and the Division was sent to the appropriate bank regulatory

agency in all instances.29

Sept. 16, 2003).

United States v. Alcan, Inc., Alcan Aluminum Corp., Pechiney, S.A. and Pechiney Rolled Products,

LLC, No. 1:03CV02012 (D.D.C. filed Sept. 29, 2003).

The three letters were: February 28, 2003 letter to the Comptroller of the Currency regarding the

application of South Texas National Bank of Laredo, Tex., to acquire the Eagle Pass branch of Sterling Bank,

Houston, Tex.; May 7, 2003 letter to the Board of Governors of the Federal Reserve System regarding the

application by BB&T Corporation, Winston-Salem, N.C., to acquire First Virginia Banks Inc., Falls Church, Va.;

September 23, 2003 letter to the Comptroller of the Currency regarding the application by Wells Fargo &

Company, San Francisco, Cal., to acquire Pacific Northwest Bancorp, Seattle, Wash..

The Federal Trade Commission

The Commission challenged twenty-one transactions that it concluded would have

lessened competition if allowed to proceed as proposed during fiscal year 2003,30 leading to

seven consent orders, one administrative complaint, and ten abandonments. In three of the

twenty-one matters the Commission authorized staff to seek injunctive relief; of these, in one

case the parties abandoned the transaction after the Commission filed a complaint seeking a

preliminary injunction in district court, in one case a consent order was negotiated prior to the

Commission’s filing of the motion for a preliminary injunction, and in one case the matter

was closed after the Commission authorized staff to seek a temporary restraining order.

In Nestlé Holdings, Inc./Dreyer’s Grand Ice Cream Holdings, Inc., Dreyer’s Grand

Ice Cream, Inc.,31 the Commission authorized staff to file for a preliminary injunction to

block the $2.8 billion merger of Nestlé and Dreyer’s. According to the complaint, the

proposed acquisition would have substantially lessened competition in the market for the sale

of super premium ice cream to retail channels in the United States. Nestlé marketed super

premium ice cream under the Häagen-Dazs brand. Dreyer’s super premium ice cream brands

included Dreamery, Godiva, and Starbucks. Dreyer’s also manufactured, distributed and sold

the Edy’s brand of premium ice cream and the Whole Fruit line of sorbet. The purchase of

Dreyer’s by Nestlé would have given Nestlé a market share of about 60 percent and

eliminated Dreyer’s as an important competitive constraint, resulting in higher prices for

consumers. Prior to the Commission’s filing of a complaint seeking the preliminary

injunction, a proposed consent agreement was negotiated to remedy the alleged

anticompetitive effects of the merger. Among other things, the proposed consent agreement

required the parties to divest the super premium ice cream brands Dreamery and Godiva, the

Whole Fruit sorbet brand, and Nestlé’s distribution assets to CoolBrands International, Inc.

In Hicks, Muse, Tate & Furst Equity Fund V, L.P., Pinnacle Foods Corporation/

Philip Morris Companies, Inc., Kraft Foods North America, Inc.,32 the Commission filed for a

preliminary injunction alleging that Hicks Muse’s acquisition of Claussen would have

substantially lessened competition in the marketing and sale of refrigerated pickles in the

United States. According to the complaint, the acquisition would have combined the

dominant firm in the market for refrigerated pickles with its most significant competitor in

refrigerated pickles and the largest national brand of shelf-stable pickles. Hicks Muse,

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

Commission took its first public action during fiscal year 2003. In Nestle Holdings, Inc./Dreyer’s Grand Ice

Cream Holdings, Inc., Dreyer’s Grand Ice Cream, Inc., a consent order was issued subsequent to the

Commission’s authorizing staff to file for a preliminary injunction.

Nestlé Holdings, Inc./Dreyer’s Grand Ice Cream Holdings, Inc., Dreyer’s Grand Ice Cream, Inc.,

Docket No. C-4082 (issued November 6, 2003).

Federal Trade Commission v. Hicks, Muse, Tate & Furst Equity Fund V, L.P., Pinnacle Foods

Corporation, Philip Morris Companies, Inc., Kraft Foods North America, Inc., Civ. Action No. 1:02-cv-02070RWR (D.D.C. filed Oct. 23, 2002). A notice of voluntary dismissal was filed on October 31, 2002.

through Pinnacle Foods, operated the Vlasic business, which was the nation’s largest pickle

producer. Claussen, which produced and sold primarily refrigerated pickles, was operated by

Kraft’s Oscar Mayer Foods, a division of Philip Morris. Claussen was the dominant producer

of refrigerated pickles and Vlasic served as the primary price constraint. Together, the

companies would have had a monopoly share of the refrigerated pickle market in the United

States. If allowed to proceed as proposed, the acquisition would have led to increased prices

or a reduction in competitive vigor in the relevant market. Subsequent to the Commission’s

filing of the motion for a preliminary injunction, the parties abandoned the transaction.

In The Kroger Company/Raley’s Corporation,33 the Commission authorized staff to

seek a temporary restraining order to block Kroger’s acquisition of eighteen supermarkets

from Raley’s in the Las Vegas, Nevada area. After the temporary restraining order was

authorized, the parties agreed to defer consummation while staff continued to investigate the

potential effects of the acquisition. Subsequently, the investigation was closed after staff

concluded that the acquisition would not be likely to result in anticompetitive effects based on

a decrease in concentration in the LasVegas/Henderson, Nevada market, the small combined

share and competitive significance of the combination, and rapid growth in the market.

The Commission issued an administrative complaint in Aspen Technology, Inc.,34

alleging that Aspen Technology’s 2002 acquisition of Hyprotech, Ltd. substantially lessened

competition in the worldwide market for the provision of process engineering simulation

software for industry. According to the complaint, before the acquisition both companies

were involved in the development, licensing, and support of continuous and batch process

engineering simulation software for use by industry. Competition between the two companies

was direct and vigorous and helped to hold down prices and promote product innovation in

the relevant market. Aspen Technology’s BatchPlus software suite included the leading batch

simulator, and Hyprotech’s BaSYS suite was second in the market. The companies also

developed integrated engineering software that gathered information generated from process

engineering software and allowed users to store, update, and retrieve data depending on their

needs. Aspen Technology’s Zyqad was the leading integrated engineering software product

for these uses, and Hyprotech’s AXSYS was in development and ready for release to

committed buyers. The complaint also alleges that the acquisition dramatically increased

concentration and led to reduced innovation competition. The Aspen Technology/Hyprotech

firm, as the dominant player, held about 82 percent of the process simulation software market,

and SimSci, a weak number two player, held the remaining share of sales. The Commission

announced a consent order requiring Aspen Technology to divest the overlapping assets it

obtained from its acquisition of Hyprotech. The consent order settles the charges and resolves

the administrative court action.

In fiscal year 2003, the Commission accepted consent agreements for public comment

in seven merger cases. Six of the consent agreements became final in fiscal year 2003; one

The Kroger Company/Raley’s Corporation, FTC File No. 0210235 (investigation closed November

13, 2002).

Aspen Technology, Inc., Docket No. 9310 (issued August 6, 2003).

became final in fiscal year 2004.35

In Wal-Mart Stores, Inc./Supermercados Amigo, Inc.,36 the complaint alleged that

Wal-Mart’s acquisition of Supermercados Amigo would have substantially lessened

competition in the retail sale of food and grocery products in full-service supermarkets,

supercenters, and club stores in certain geographic markets in Puerto Rico. According to the

complaint, Supermercados Amigo was the largest supermarket chain in Puerto Rico, and WalMart operated nine traditional Wal-Mart Stores, one Wal-Mart Supercenter and eight SAM’s

Clubs in Puerto Rico. The proposed merger would have eliminated the direct competition

between the supercenters and club stores owned by Wal-Mart and the supermarkets owned by

Supermercados Amigo, thereby increasing the likelihood of increased prices for food,

groceries, and services provided by these stores. To remedy the anticompetitive effects of the

proposed transaction, Wal-Mart was required to divest four Supermercados Amigo

supermarkets in Cidra, Ponce, Manati, and Vega Baja, Puerto Rico to Supermercados

Maximo.

In Baxter International Inc./Wyeth,37 the complaint alleged that Baxter’s acquisition of

Wyeth’s human generic injectable pharmaceutical business, operated by Wyeth’s ESI Lederle

division, would have substantially lessened competition in the market for the manufacture and

sale of the following products in the United States: neuromuscular blocking agents

pancuronium and vecuronium; metoclopramide, an antiemetic agent; propofol, a general

anesthetic; and new injectable iron replacement therapies (“NIIRTs”). According to the

complaint, Baxter, through exclusive agreements with GensiaSicor, marketed pancuronium,

vecuronium, and metoclopramide products. Post-acquisition, Baxter would have accounted

for about 74 percent of the U.S. sales of pancuronium. The companies were also the two

leading suppliers of vecuronium. Wyeth and Baxter, together, represented over half of the

sales of metoclopramide, used in the treatment of nausea and vomiting for patients undergoing

certain types of chemotherapy and for post-operative treatment. Baxter was one of only two

marketers of propofol, and Wyeth was seeking approval from the Food and Drug

Administration for its own propofol product. Additionally, Baxter and Watson

Pharmaceuticals, Inc. jointly marketed one of only two NIIRT products approved for use in

the United States, and ESI appeared to be the best-positioned firm to enter this market. The

proposed acquisition would have reduced the number of competitors in these highly

concentrated markets and increased the likelihood that customers would have been forced to

pay higher prices for the products. The consent order required Baxter to divest all of Wyeth’s

assets related to propofol to a Commission-approved buyer, end Baxter’s co-marketing

agreement with Watson Pharmaceuticals, Inc. to market NIIRTs, terminate Baxter’s rights and

interests in GensiaSicor’s pancuronium, vecuronium, and metoclopramide products, and

divest all of its pancuronium, vecuronium, and metoclopramide assets to GensiaSicor.

The consent agreement in Nestlé Holdings, Inc./Dreyer’s Grand Ice Cream Holdings, Inc., Dreyer’s

Grand Ice Cream, Inc., discussed earlier in this report, became final on November 6, 2003.

Wal-Mart Stores, Inc./Supermercados, Inc., Docket No. C-4066 (issued February 27, 2003).

Baxter International Inc./Wyeth, Docket No. C-4068 (issued February 3, 2003).

In Dainippon Ink and Chemicals, Incorporated,38 the complaint alleged that

Dainippon’s acquisition, through its Sun Chemical Corporation subsidiary, of Bayer

Corporation’s high performance organic pigment business would have substantially lessened

competition in the market for the research, development, manufacture, and sale of perylenes, a

class of high performance organic pigments used to impart unique shades of red to a number

of products, including coatings, plastics, and fibers. Perylenes are often used in automotive

coatings to help prevent colors from fading and ensure that coatings endure prolonged

exposure to sunlight and weather. According to the complaint, Dainippon and Bayer were

two of only four viable suppliers of perylenes in the world. The proposed acquisition would

have eliminated the vigorous head-to-head competition between Sun Chemical and Bayer,

likely resulting in higher perylenes prices and reduced innovation and service within the

market. To remedy the anticompetitive effects of the proposed merger, the consent order

required Dainippon to divest its Sun Chemical perylene business to Ciba Specialty Chemicals,

a diversified specialty chemicals company that was a leading supplier for pigments but did not

manufacture or sell perylenes.

In Quest Diagnostics Incorporated/Unilab Corporation,39 the complaint alleged that

the proposed merger of Quest and Unilab would have substantially lessened competition in

the market for the sale of clinical laboratory testing services to physician groups in Northern

California. According to the complaint, the merger would have combined the two leading

laboratory testing firms in Northern California and increased the possibility that the combined

company would have unilaterally raised prices. The threat of price increases would have been

greatest to independent physician associations and other physicians groups that depended on

the unique rivalry between Quest and Unilab to minimize health costs. As a result of the

proposed merger, the combined firm’s market share would have exceeded 70 percent. The

consent order required the parties to divest certain clinical laboratory testing assets in

Northern California to Laboratory Corporation of America, a provider of laboratory services

throughout the United States, with a limited presence in Northern California.

In Pfizer Inc./Pharmacia Corporation,40 the complaint alleged that the proposed

merger of Pfizer and Pharmacia would have substantially lessened competition in the market

for the research, development and sale of the following products in the United States:

extended release prescription drugs for the treatment of overactive bladder (“OAB”);

prescription combination hormone replacement therapies (“HRT”); prescription drugs for the

treatment of erectile dysfunction ("ED"); prescription drugs for the treatment of canine

arthritis; prescription drugs for the treatment of dry cow mastitis; prescription drugs for the

treatment of lactating cow mastitis; over-the-counter hydrocortisone creams and ointments;

over-the-counter motion sickness medication; and over-the-counter cough drops. According

to the complaint, Pfizer and Pharmacia were significant competitors in each of the relevant

product markets. Pfizer dominated the market for prescription canine arthritis drugs and the

Dainippon Ink and Chemicals, Incorporated, Docket No. C-4073 (issued March 13, 2003).

Quest Diagnostics Incorporated/Unilab Corporation, Docket No. C-4074 (issued April 3, 2003).

Pfizer Inc./Pharmacia Corporation, Docket No. C-4075 (issued May 27, 2003).

ED market, with its well-known product, Viagra. The parties were also the two leading U.S.

suppliers of branded over-the-counter hydrocortisone creams and ointments. Additionally,

the markets for the research, development, manufacture and sale of extended release

prescription drugs for OAB, combination HRT products, dry cow and lactating cow mastitis

drugs, over-the-counter motion sickness medication, and over-the-counter cough drops were

highly concentrated. The loss of Pharmacia as an independent competitor would have likely

resulted in higher prices for consumers. To remedy the anticompetitive effects of the

proposed merger, the parties were required to divest assets in each of the relevant product

markets to Commission-approved buyers.

In Southern Union Company/CMS Energy Corporation,41 the complaint alleged that

Southern Union’s proposed acquisition of Panhandle Eastern Pipeline Company from CMS

Energy would have substantially lessened competition in the market for the transportation of

natural gas by pipeline to the Kansas City area. According to the complaint, the only

pipelines that transported gas to most of the relevant geographic area were the Panhandle and

Central pipelines. The Central pipeline was owned by American International Group.

Southern Union had an agreement, through its Energy Worx, Inc. subsidiary, with American

International Group to manage the Central pipeline. While two other smaller pipelines served

the western portion of the market, they could not act as a pricing constraint on the two larger

pipelines due to capacity and distance limitations. As a result, the Central and Panhandle

pipelines were the only viable alternatives in most parts of the geographic area for customers

who needed natural gas. Absent relief, the proposed transaction would have likely led to

higher prices for the transportation of natural gas to the Kansas City area by eliminating direct

competition between the Panhandle and Central pipelines and by placing the two pipelines

under common ownership. The order required Southern Union to terminate its agreement,

through Energy Worx, to manage the Central pipeline and precluded Southern Union and

CMS from transferring any interest in Panhandle to American International Group.

ONGOING REASSESSMENT OF THE EFFECTS OF THE PREMERGER

NOTIFICATION PROGRAM

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

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

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

mergers or acquisitions that affect consumers in the United States will be reviewed by the

antitrust agencies prior to consummation. The agencies generally have the opportunity to

challenge unlawful transactions before they occur, thus avoiding the problem of constructing

effective post-acquisition relief. As a result, the HSR Act is doing what Congress intended,

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

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

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

concerns before the antitrust agencies had the opportunity to adequately consider their

competitive effects. The enforcement agencies were forced to pursue lengthy post-acquisition

litigation, during the course of which harm from the consummated transaction continued (and

Southern Union Company/CMS Energy Corporation, Docket No. C-4087 (issued July 16, 2003).

afterwards as well, where achievement of effective post-acquisition relief was not

practicable). Because the premerger notification program requires reporting before

consummation, this problem has been significantly reduced.

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

agencies continue to seek ways to speed up the review process and reduce burdens for

companies. As in past years, the agencies will continue their ongoing assessment of the HSR

program in order to increase accessibility, promote transparency and reduce burden on the

filing parties without compromising the agencies’ ability to investigate and interdict proposed

transactions that may substantially lessen competition.

LIST OF APPENDICES

Appendix A -

Summary of Transactions, Fiscal Years 1994 - 2003

Appendix B -

Number of Transactions Reported and Filings Received by Month

for Fiscal Years 1994 - 2003

LIST OF EXHIBITS

Exhibit A -

Statistical Tables for Fiscal Year 2003, Presenting Data Profiling

Hart-Scott-Rodino Premerger Notification Filings and

Enforcement Interest

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 1994 - 2003

Appendix A

Summary of Transaction by Year

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

Transactions Reported

2,305

2,816

3,087

3,702

4,728

4,642

4,926

2,376

1,187

1,014

Filings Received1

4,403

5,439

6,001

7,199

9,264

9,151

9,941

4,800

2,369

2001

2,128

2,612

2,864

3,438

4,575

4,340

4,749

2,237

1,142

968

101

122

125

113

2.2%

1.3%

1.0%

0.9%

1.2%

2.4%

1.5%

1.3%

1.6%

2.2%

1.7%

1.6%

1.2%

1.9%

2.1%

2,081

2,471

2,861

3,363

4,323

4,110

4,324

2,063

1,042

700

Granted5

1,508

1,869

2,044

2,513

3,234

3,103

3,515

1,603

793

606

Not Granted5

573

602

817

850

1,089

1,007

809

460

249

Adjusted Transactions In Which A

Second Request Could Have Been

Issued2

Investigations in Which Second

Requests Were Issued

FTC3

Percent

DOJ

Percent4

Transactions Involving a Request

For Early Termination5

Usually, two filings are received, one from the acquiring person and one from the acquired person when a transaction is reported.

Only one application is received when an acquiring party files for an exemption under section 7A (c )(6) or (c )(8) of the Clayton Act.

These figures omit from the total number of transactions reported all transactions for which the agencies were not authorized to request additional

information. These include (1) incomplete transactions (only one party filed a complete notification); (2) transactions reported pursuant to the exemption

provisions of sections 7A (c) (6) and 7A(c)(8) of the Act; and (3) transactions which were found to be non-reportable. In addition, where a party filed more

than one notification in the same year to acquire voting securities of the same corporation, e.g., filing for one threshold and later 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 of 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 statistics presented in most prior annual reports.

These statistics are based on the date the request was issued and not the date the investigation was opened.

Second Requests investigations are a percentage of the total number of adjusted transactions.

These statistics are based on the date of the H-S-R filing and not the date action was taken on request.

APPENDIX B

NUMBER OF TRANSACTIONS REPORTED

AND

FILINGS RECEIVED BY MONTH

FOR

FISCAL YEARS 1994- 2003

Appendix B

Table 1. Number of Transactions Reported by Months for the Fiscal Years 1994 - 2003

October

November

December

January

February

March

April

May

June

July

August

September

TOTAL

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

184

221

222

156

149

167

220

182

208

226

203

2,305

273

309

216

180

170

229

177

281

252

225

237

267

2,816

238

273

249

238

231

277

252

304

253

265

264

243

3,087

296

332

267

263

250

315

302

328

319

389

318

323

3,702

424

387

426

306

336

392

384

401

442

435

427

368

4,728

333

359

394

282

330

427

364

438

445

444

434

392

4,642

376

428

468

335

440

455

343

398

494

351

446

392

4,926

360

451

345

245

120

153

190

163

2,376

105

111

109

111

121

1,187

104

1,014

Appendix B

Table 2. Number of Filings Received1 by Month for Fiscal Years 1994 - 2003

October

November

December

January

February

March

April

May

June

July

August

September

TOTAL

1994

332

428

427

293

295

326

321

421

362

380

431

387

4,403

1995

505

614

419

360

326

432

350

534

496

439

455

509

5,439

1996

450

520

474

445

480

528

498

584

502

515

490

6,001

1997

561

636

521

514

483

614

599

640

620

759

617

635

7,199

1998

818

749

836

614

650

766

763

787

862

851

844

724

9,264

1999

662

686

785

548

658

828

719

851

884

887

885

758

9,151

2000

777

839

922

677

867

959

695

859

1,004

718

886

738

9,941

2001

751

920

686

499

144

243

188

296

378

182

332

181

4,800

2002

190

211

183

224

174

230

203

212

170

230

191

151

2,369

2003

148

206

150

179

146

144

182

168

158

170

164

186

2,001

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

EXHIBIT A

STATISTICAL TABLES

FOR

FISCAL YEAR 2003

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTEREST

TABLE I

FISCAL YEAR 20031

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)2

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER4

PERCENT

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

Over 1000M

359

183

115

0.0%

37.1%

18.9%

9.2%

11.9%

10.2%

5.1%

7.6%

CLEARANCE GRANTED TO FTC OR DOJ

PERCENT OF

NUMBER

TRANSACTION RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

0.0%

11.1%

6.1%

17.2%

19.1%

4.4%

23.5%

16.9% 12.4%

29.3%

18.3%

9.6%

27.9%

21.2%

6.1%

27.3%

12.2% 12.2%

24.4%

13.5% 25.7%

39.2%

ALL TRANSACTIONS

968

100.0%

148

15.3%

8.6%

23.9%

SECOND REQUEST INVESTIGATIONS3

PERCENT OF

NUMBER

TRANSACTION RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

0.0%

0.3%

1.1%

1.4%

1.6%

0.5%

2.1%

3.4%

6.8%

0.9%

0.0%

0.9%

3.0%

1.0%

4.0%

4.1%

8.2%

12.3%

2.7%

9.5%

12.2%

1.5%

2.1%

3.6%

TABLE II

FISCAL YEAR 20031

ACQUISITIONS BY SIZE OF TRANSACTION2 (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER4

PERCENT

LESS THAN 50

LESS THAN 100

LESS THAN 150

LESS THAN 200

LESS THAN 300

LESS THAN 500

LESS THAN 1000

359

542

631

746

845

894

0.0%

37.1%

56.0%

65.2%

77.1%

87.3%

92.4%

ALL TRANSACTIONS

968

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENTAGE OF TOTAL

NUMBER OF CLEARANCES

GRANTED

FTC

111

132

138

DOJ

FTC

0.0%

17.3%

32.5%

39.0%

48.1%

57.1%

59.7%

DOJ

0.0%

9.5%

13.0%

17.7%

22.5%

25.1%

27.7%

TOTAL

0.0%

26.8%

45.5%

56.7%

70.6%

82.2%

87.4%

148

64.1%

35.9%

100.0%

SECOND REQUEST INVESTIGATIONS3

NUMBER

PERCENT

FTC

DOJ

FTC

0.0%

2.9%

11.4%

20.0%

22.9%

31.4%

37.1%

DOJ

0.0%

11.4%

14.3%

22.9%

25.7%

37.1%

TOTAL

42.9%

57.1%

100.0%

0.0%

14.3%

25.7%

42.9%

45.8%

57.1%

74.2%

TABLE III

FISCAL YEAR 20031

TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY

TRANSACTION RANGE

($ MILLIONS)

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

Over 1000M

ALL CLEARANCES

CLEARANCE GRANTED TO

AGENCY

FTC

148

DOJ

TOTAL

231

CLEARANCE GRANTED AS A PERCENTAGE OF

TOTAL NUMBER

TOTAL NUMBER OF

OF CLEARANCES

TRANSACTIONS

CLEARANCES GRANTED

PER AGENCY

FTC

4.1%

3.6%

1.5%

2.2%

0.6%

1.0%

15.3%

DOJ

2.3%

0.8%

1.1%

0.6%

2.0%

8.6%

TOTAL

6.4%

4.4%

2.6%

3.3%

2.8%

1.2%

2.4%

23.9%

FTC

27.0%

23.6%

10.1%

14.2%

4.1%

6.8%

100.0%

DOJ

26.5%

9.6%

13.3%

7.2%

22.9%

100.0%

FTC

17.3%

15.2%

6.5%

9.1%

2.6%

4.3%

64.1%

DOJ

9.5%

3.5%

4.8%

2.6%

8.2%

35.9%

TOTAL

26.8%

18.7%

11.3%

13.9%

11.7%

5.2%

12.5%

100.0%

TABLE IV

FISCAL YEAR 20031

INVESTIGATIONS IN WHICH SECOND REQUESTS WERE ISSUED

TRANSACTION

RANGE

($MILLIONS)

50M - 100M

100M - 150M

150M -200M

200M - 300M

300M - 500M

500M - 1000M

Over 1000M

ALL TRANSACTIONS

INVESTIGATIONS IN

WHICH SECOND

REQUEST WERE ISSUED3

FTC

DOJ

TOTAL

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:

TRANSACTIONS IN EACH

TOTAL NUMBER OF

TRANSACTION RANGE

SECOND REQUEST

TRANSACTIONS

GROUP

INVESTIGATIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.1%

0.4%

0.5%

0.3%

1.1%

1.4%

2.9%

11.4%

14.3%

0.3%

0.1%

0.4%

1.6%

0.5%

2.1%

8.6%

2.9%

11.4%

0.3%

0.6%

3.4%

6.8%

8.6%

17.2%

0.1%

0.0%

0.1%

0.9%

0.0%

0.9%

2.9%

0.0%

2.9%

0.3%

0.1%

0.4%

3.0%

1.0%

4.0%

8.6%

2.9%

11.4%

0.2%

0.4%

0.6%

4.1%

8.2%

12.3%

5.7%

11.4%

17.1%

0.2%

0.7%

0.9%

2.7%

9.5%

12.2%

5.7%

20.0%

25.7%

1.5%

2.1%

3.6%

1.5%

2.1%

3.6%

43.0% 57.1% 100.0%

TABLE V

FISCAL YEAR 20031

ACQUISITIONS BY REPORTING THRESHOLD

HSR TRANSACTIONS

THRESHOLD1

$50M

$100M

$500M

25%

50%

ASSETS ONLY

ALL TRANSACTIONS

NUMBER

PERCENT

144

495

237

968

8.3%

14.9%

1.0%

0.2%

51.1%

24.5%

100.0%

CLEARANCE GRANTED TO FTC OR DOJ

PERCENTAGE OF

NUMBER

THRESHOLD GROUP

FTC

DOJ

FTC

DOJ

TOTAL

12.5%

3.8%

16.3%

9.7%

2.1%

11.8%

0.0%

40.0%

0.0%

50.0%

13.1%

9.1%

22.2%

24.9%

11.4%

36.3%

148

15.3%

8.6%

23.9%

SECOND REQUEST INVESTIGATIONS

PERCENTAGE OF

NUMBER

THRESHOLD GROUP

FTC

DOJ

FTC

DOJ

TOTAL

1.3%

2.6%

1.4%

0.0%

1.4%

0.0%

30.0%

0.0%

50.0%

1.2%

2.6%

3.8%

2.5%

0.8%

3.3%

1.5%

2.1%

3.6%

TABLE VI

FISCAL YEAR 20031

TRANSACTIONS BY ASSETS OF ACQUIRING PERSON

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

OVER 1000M

ALL TRANSACTIONS

NUMBER

PERCENT

123

590

968

6.7%

3.1%

2.6%

3.0%

4.6%

6.3%

12.7%

61.0%

100.0%

CLEARANCE GRANTED TO FTC OR DOJ

PERCENTAGE OF ASSET

NUMBER

RANGE GROUP

FTC

DOJ

FTC

DOJ

TOTAL

4.6%

1.5%

6.1%

3.3%

0.0%

3.3%

4.0%

8.0%

12.0%

10.3%

3.4%

13.7%

11.1%

2.2%

13.3%

6.6%

3.3%

9.9%

17.1%

5.7%

22.8%

110

18.6%

11.7%

30.3%

148

15.3%

8.6%

23.9%

SECOND REQUEST INVESTIGATIONS3

PERCENTAGE OF ASSET

NUMBER

RANGE GROUP

FTC DOJ

FTC

DOJ

TOTAL

0.0%

2.2%

4.4%

0.0%

1.6%

0.8%

2.4%

2.0%

3.1%

5.1%

1.5%

2.1%

3.6%

TABLE VII

FISCAL YEAR 20031

TRANSACTIONS BY SALES OF ACQUIRING PERSON

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

0VER 1000M

Sales Not Available5

ALL TRANSACTIONS

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

119

544

968

9.4%

3.0%

3.8%

2.7%

4.6%

3.8%

12.3%

56.2%

4.1%

100.0%

FTC

DOJ

109

148

PERCENTAGE OF SALES

RANGE GROUP

FTC

DOJ

TOTAL

7.7%

4.4%

12.1%

3.4%

6.8%

8.1%

2.7%

10.8%

7.7%

0.0%

7.7%

13.3%

2.2%

15.5%

10.8%

8.1%

18.9%

12.6%

7.6%

20.2%

20.0%

11.6%

31.6%

2.5%

5.0%

15.3%

8.6%

23.9%

SECOND REQUEST

INVESTIGATIONS3

NUMBER

PERCENTAGE OF

SALES RANGE GROUP

FTC DOJ

TOTAL

0.0% 2.2%

2.2%

0.0% 0.0%

0.0%

0.0% 0.0%

0.0%

0.0% 0.0%

0.0%

2.2% 0.0%

2.2%

0.0% 0.0%

0.0%

0.0% 1.7%

1.7%

2.6% 2.8%

5.4%

0.0% 2.5%

2.5%

1.5% 2.1%

3.6%

TABLE VIII

FISCAL YEAR 2003

TRANSACTIONS BY ASSETS OF ACQUIRED ENTITIES

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

0VER 1000M

Assets Not Available6

ALL TRANSACTIONS

NUMBER

PERCENT

219

118

120

159

968

22.6%

12.2%

7.5%

6.4%

7.4%

12.4%

16.4%

7.7%

7.2%

100.0%

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

FTC

148

DOJ

PERCENTAGE OF ASSET

RANGE GROUP

FTC

DOJ

TOTAL

22.8%

12.3%

35.1%

11.0%

9.3%

20.3%

11.0%

12.3%

23.3%

12.9%

4.8%

17.7%

9.7%

4.2%

13.9%

8.3%

5.8%

14.1%

17.0%

5.7%

22.7%

10.7%

12.0%

22.7%

24.3%

7.1%

31.4%

15.3%

8.6%

23.9%

SECOND REQUEST INVESTIGATIONS3

NUMBER

FTC

DOJ

PERCENTAGE OF ASSET

RANGE GROUP

FTC

DOJ

TOTAL

0.5%

0.9%

1.4%

0.0%

1.7%

2.7%

5.4%

3.2%

4.8%

8.0%

1.4%

2.8%

4.2%

0.0%

1.7%

2.5%

1.9%

4.4%

2.7%

5.4%

4.3%

2.9%

7.2%

1.5%

2.1%

3.6%

TABLE IX

FISCAL YEAR 2003

TRANSACTIONS BY SALES OF ACQUIRED ENTITIES7

HSR TRANSACTIONS

SALES RANGE

($ MILLIONS)

CLEARANCE GRANTED TO FTC OR DOJ

DOJ

PERCENTAGE OF SALES

RANGE GROUP

FTC

DOJ

TOTAL

14.4%

7.4%

21.8%

16.1%

3.6%

19.7%

13.9%

11.4%

25.3%

22.6%

11.3%

34.0%

15.5%

9.9%

25.4%

14.5%

6.5%

21.0%

4.8%

11.1%

15.9%

7.7%

15.4%

23.1%

21.0%

7.6%

28.6%

FTC

DOJ

PERCENTAGE OF SALES

RANGE GROUP

FTC

DOJ

TOTAL

0.5%

1.0%

0.7%

2.9%

3.6%

1.3%

2.5%

3.8%

7.6%

2.8%

5.6%

1.6%

0.0%

1.6%

3.2%

6.4%

3.3%

4.4%

7.7%

1.0%

1.4%

2.4%

15.3%

1.5%

NUMBER

PERCENT

Below 50M

50M - 100M

100M - 150M

150M - 200M

200M - 300M

300M - 500M

500M - 1000M

0VER 1000M

Sales Not Available8

202

137

210

20.9%

14.2%

8.2%

5.5%

7.3%

6.4%

6.5%

9.4%

21.7%

FTC

ALL TRANSACTIONS

968

100.0%

148

SECOND REQUEST INVESTIGATIONS3

8.6%

23.9%

NUMBER

2.1%

3.6%

TABLE X

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRING PERSONS

3-DIGIT

NAICS CODE9

INDUSTRY DESCRIPTION

114

AGRICULTURAL PRODUCTION CROPS

AGRICULTURAL PRODUCTION LIVESTOCK AND ANIMAL

SPECIALTIES

LUMBER AND WOOD PRODUCTS,

EXCEPT FURNITURE

FISHING, HUNTING AND TRAPPING

211

OIL AND GAS EXTRACTION

111

112

113

212

213

221

233

234

235

311

312

MINING AND QUARRYING OF

NONMETALLIC MINERALS, EXCEPT

FUELS

DRILLING OIL AND GAS WELLS

ELECTRIC, GAS AND SANITARY

SERVICES

BUILDING CONSTRUCTION –

GENERAL CONTRACTORS AND

OPERATIVE BUILDERS

HEAVY CONSTRUCTION OTHER

THAN BUILDING CONSTRUCTION CONTRACTORS

CONSTRUCTION - SPECIAL GRADE

CONTRACTORS

FOOD AND KINDRED PRODUCTS

BOTTLED AND CANNED SOFT

DRINKS AND CARBONATED

DRINKS; AND CIGARETTE

MANUFACTURING

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.0%

-0.1%

0.3%

0.2%

0.0%

0.6%

0.5%

0.3%

-0.8%

0.3%

0.0%

1.9%

2.7%

0.4%

0.3%

0.2%

0.0%

0.4%

0.2%

3.0%

0.2%

0.8%

0.1%

PERCENT

TOTAL

CHANGE

FROM

FY 200210

0.0%

NUMBER

TABLE X

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRING PERSONS

3-DIGIT

NAICS CODE9

313

315

316

321

322

323

324

325

326

327

331

332

333

INDUSTRY DESCRIPTION

TEXTILE MILL PRODUCTS

APPAREL AND OTHER FINISHED

PRODUCTS MADE FROM FABRICS

AND SIMILAR MATERIALS

LEATHER AND LEATHER

PRODUCTS

SAWMILLS

PAPER AND ALLIED PRODUCTS

COMMERCIAL LITHOGRAPHIC

PRINTING

PETROLEUM REFINING AND

RELATED INDUSTRIES

CHEMICALS AND ALLIED

PRODUCTS

RUBBER AND MISC. PLASTICS

PRODUCTS

STONE, CLAY, GLASS AND

CONCRETE PRODUCTS

IRON AND STEEL MILLS

FABRICATED METAL PRODUCTS,

EXCEPT MACHINERY AND

TRANSPORTATION EQUIPMENT

INDUSTRIAL AND COMMERCIAL

MACHINERY AND COMPUTER

EQUIPMENT

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.3%

0.2%

0.0%

0.3%

0.7%

0.3%

-0.1%

0.6%

0.7%

-0.1%

8.2%

2.0%

1.5%

-0.3%

0.7%

0.4%

1.4%

2.1%

0.1%

2.5%

0.6%

PERCENT

TOTAL

CHANGE

FROM

FY 200210

0.1%

NUMBER

TABLE X

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRING PERSONS

3-DIGIT

NAICS CODE9

INDUSTRY DESCRIPTION

442

MEASURING, ANALYZING AND

CONTROLLING INSTRUMENTS;

PHOTOGRAPHIC, MEDICAL AND

OPTICAL GOODS; WATCHES AND

CLOCKS

ELECTRONIC AND OTHER

ELECTRICAL EQUIPMENT AND

COMPONENTS, EXCEPT COMPUTER

EQUIPMENT

TRANSPORTATION EQUIPMENT

HOME FURNITURE, FURNISHINGS

AND EQUIPMENT STORES

MISCELLANEOUS MANUFACTURING

INDUSTRIES

WHOLESALE TRADE - DURABLE

GOODS

WHOLESALE TRADE NONDURABLE GOODS

AUTOMOBILE AND OTHER MOTOR

VEHICLE MERCHANT

WHOLESALERS

PRINTING AND WRITING PAPER

MERCHANT WHOLESALERS

BUSINESS TO BUSINESS

ELECTRONIC MARKETS

AUTOMOTIVE DEALERS AND

GASOLINE SERVICE STATIONS

FURNITURE STORES

443

MISCELLANEOUS REPAIR SERVICES

334

335

336

337

339

421

422

423

424

425

441

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

1.7%

0.9%

2.4%

0.8%

0.5%

0.1%

1.9%

0.6%

3.6%

-0.2%

4.0%

-0.9%

0.3%

0.1%

0.5%

0.1%

0.0%

-0.2%

PERCENT

TOTAL

CHANGE

FROM

FY 200210

5.2%

NUMBER

TABLE X

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRING PERSONS

3-DIGIT

NAICS CODE9

INDUSTRY DESCRIPTION

481

482

BUILDING MATERIALS,

HARDWARE, GARDEN SUPPLY, AND

MOBILE HOME DEALERS

SUPERMARKETS AND OTHER

GROCERY (EXCEPT CONVENIENCE)

STORES

MISCELLANEOUS RETAIL

FOOD STORES

APPAREL AND ACCESSORY STORES

SPORTING GOODS STORES

GENERAL MERCHANDISE STORES

STATIONERY AND OFFICE SUPPLIES

HEATING OIL DEALERS AND

LIQUEFIED PETROLEUM GAS

TRANSPORTATION BY AIR

RAILROAD TRANSPORTATION

483

WATER TRANSPORTATION

444

445

446

447

448

451

452

453

454

484

485

486

488

492

511

512

MOTOR FREIGHT

TRANSPORTATION AND

WAREHOUSING

LOCAL AND SUBURBAN TRANSIT

AND INTERURBAN HIGHWAY

PASSENGER TRANSPORTATION

PIPELINES, EXCEPT NATURAL GAS

AIR TRAFFIC CONTROL

COURIERS

PRINTING, PUBLISHING AND

ALLIED INDUSTRIES

MOTION PICTURES

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.3%

0.2%

0.6%

0.2%

0.3%

0.1%

-0.3%

0.4%

-0.2%

0.2%

-0.1%

0.8%

0.1%

0.0%

-0.3%

-0.1%

0.2%

-0.1%

0.3%

0.0%

0.7%

0.2%

-1.1%

5.3%

1.4%

0.5%

-0.7%

PERCENT

TOTAL

CHANGE

FROM

FY 200210

0.0%

NUMBER

TABLE X

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRING PERSONS

3-DIGIT

NAICS CODE9

513

514

519

521

522

523

524

525

531

532

533

541

551

561

562

611

621

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

-2.3%

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

2.6%

-1.9%

6.5%

-1.2%

3.1%

0.3%

0.4%

-1.2%

1.1%

0.6%

0.2%

0.4%

5.4%

-1.9%

0.1%

-0.1%

1.1%

0.3%

0.7%

1.1%

-0.7%

0.4%

0.1%

INDUSTRY DESCRIPTION

NUMBER4

PERCENT

TOTAL

CHANGE

FROM

FY 200210

COMMUNICATIONS

ON-LINE SERVICES

NEWS SYNDICATES

DEPOSITORY INSTITUTIONS

NONDEPOSITORY CREDIT

INSTITUTIONS

SECURITY AND COMMODITY

BROKERS, DEALERS, EXCHANGES

AND SERVICES

INSURANCE CARRIERS

INSURANCE AGENTS, BROKERS AND

SERVICE

LESSORS OF RESIDENTIAL

BUILDINGS AND DWELLINGS

AUTOMOTIVE REPAIR, SERVICES

AND PARKING

LESSORS OF NONFINANCIAL

INTANGIBLE ASSETS (EXCEPT

COPYRIGHTED WORKS)

SERVICES -- BUSINESS, LEGAL,

ENGINEERING, ACCOUNTING,

RESEARCH, MANAGEMENT AND

RELATED SERVICES

HOLDING AND OTHER INVESTMENT

OFFICES

TRANSPORTATION SERVICES

SOLID WASTE COLLECTION

EDUCATIONAL SERVICES

HEALTH SERVICES

4.6%

2.1%

0.1%

0.0%

TABLE X

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRING PERSONS

3-DIGIT

NAICS CODE9

622

624

711

713

721

722

811

812

813

923

924

999

000

INDUSTRY DESCRIPTION

GENERAL MEDICAL AND

SURGICAL; PSYCHIATRIC AND

SUBSTANCE ABUSE HOSPITALS

SOCIAL SERVICES

REAL ESTATE

AMUSEMENT AND RECREATION

SERVICES

HOTELS, ROOMING HOUSES,

CAMPS, AND OTHER LODGING

PLACES

EATING AND DRINKING PLACES

GENERAL AUTOMOTIVE REPAIR

PERSONAL SERVICES

MEMBERSHIP ORGANIZATIONS

ADMINISTRATION OF HUMAN

RESOURCE PROGRAMS

ADMINISTRATION OF

ENVIRONMENTAL QUALITY AND

HOUSING PROGRAMS

NON-CLASSIFICABLE

ESTABLISHMENTS

NOT AVAILABLE11

ALL TRANSACTIONS

CLEARANCE GRANTED

TO FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.7%

0.3%

0.2%

-0.1%

0.5%

0.1%

-0.3%

0.8%

0.3%

0.4%

0.0%

-0.4%

0.2%

-0.1%

0.0%

7.4%

2.5%

143

226

PERCENT

TOTAL

CHANGE

FROM

FY 200210

2.1%

NUMBER

968

TABLE XI

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE 9

111

112

113

114

211

212

213

221

INDUSTRY DESCRIPTION

AGRICULTURAL PRODUCTION CROPS

AGRICULTURAL PRODUCTION LIVESTOCK AND ANIMAL

SPECIALTIES

LUMBER AND WOOD

PRODUCTS, EXCEPT FURNITURE

FISHING, HUNTING AND

TRAPPING

OIL AND GAS EXTRACTION

MINING AND QUARRYING OF

NONMETALLIC MINERALS,

EXCEPT FUELS

DRILLING OIL AND GAS WELLS

ELECTRIC, GAS AND SANITARY

SERVICES

NUMBER

PERCENT

TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM

FY 200210

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS12

0.1%

0.0%

-0.1%

0.3%

0.0%

0.6%

-0.2%

0.5%

-0.3%

0.4%

2.8%

-2.3%

233

BUILDING CONSTRUCTION –

GENERAL CONTRACTORS AND

OPERATIVE BUILDERS

0.1%

234

HEAVY CONSTRUCTION OTHER

THAN BUILDING

CONSTRUCTION CONTRACTORS

0.2%

-0.5%

TABLE XI

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE 9

235

311

312

313

315

316

321

322

324

325

326

327

331

INDUSTRY DESCRIPTION

CONSTRUCTION - SPECIAL

GRADE CONTRACTORS

FOOD AND KINDRED PRODUCTS

BOTTLED AND CANNED SOFT

DRINKS AND CARBONATED

DRINKS; AND CIGARETTE

MANUFACTURING

TEXTILE MILL PRODUCTS

APPAREL AND OTHER FINISHED

PRODUCTS MADE FROM

FABRICS AND SIMILAR

MATERIALS

LEATHER AND LEATHER

PRODUCTS

SAWMILLS

PAPER AND ALLIED PRODUCTS

PETROLEUM REFINING AND

RELATED INDUSTRIES

CHEMICALS AND ALLIED

PRODUCTS

RUBBER AND MISC. PLASTICS

PRODUCTS

STONE, CLAY, GLASS AND

CONCRETE PRODUCTS

IRON AND STEEL MILLS

NUMBER

PERCENT

TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM

FY 200210

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

0.1%

-0.8%

3.8%

-0.6%

0.6%

0.1%

0.2%

0.6%

0.5%

0.0%

0.3%

0.7%

0.3%

0.9%

0.5%

7.2%

1.3%

1.9%

0.3%

0.7%

-0.9%

1.4%

TABLE XI

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE 9

332

333

334

335

336

337

339

421

422

INDUSTRY DESCRIPTION

FABRICATED METAL

PRODUCTS, EXCEPT

MACHINERY AND

TRANSPORTATION EQUIPMENT

INDUSTRIAL AND COMMERCIAL

MACHINERY AND COMPUTER

EQUIPMENT

MEASURING, ANALYZING AND

CONTROLLING INSTRUMENTS;

PHOTOGRAPHIC, MEDICAL AND

OPTICAL GOODS; WATCHES

AND CLOCKS

ELECTRONIC AND OTHER

ELECTRICAL EQUIPMENT AND

COMPONENTS, EXCEPT

COMPUTER EQUIPMENT

TRANSPORTATION EQUIPMENT

HOME FURNITURE,

FURNISHINGS AND EQUIPMENT

STORES

MISCELLANEOUS

MANUFACTURING INDUSTRIES

WHOLESALE TRADE - DURABLE

GOODS

WHOLESALE TRADE NONDURABLE GOODS

NUMBER

PERCENT

TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM

FY 200210

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS12

2.0%

0.2%

1.8%

-0.3%

4.5%

2.2%

0.6%

-0.3%

2.6%

0.6%

0.3%

2.9%

1.8%

4.8%

3.8%

-0.5%

TABLE XI

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE 9

423

424

441

443

444

445

446

447

448

451

452

453

454

INDUSTRY DESCRIPTION

AUTOMOBILE AND OTHER

MOTOR VEHICLE MERCHANT

WHOLESALERS

PRINTING AND WRITING PAPER

MERCHANT WHOLESALERS

AUTOMOTIVE DEALERS AND

GASOLINE SERVICE STATIONS

MISCELLANEOUS REPAIR

SERVICES

BUILDING MATERIALS,

HARDWARE, GARDEN SUPPLY,

AND MOBILE HOME DEALERS

SUPERMARKETS AND OTHER

GROCERY (EXCEPT

CONVENIENCE) STORES

MISCELLANEOUS RETAIL

FOOD STORES

APPAREL AND ACCESSORY

STORES

SPORTING GOODS STORES

GENERAL MERCHANDISE

STORES

STATIONERY AND OFFICE

SUPPLIES

HEATING OIL DEALERS AND

LIQUEFIED PETROLEUM GAS

NUMBER

PERCENT

TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM

FY 200210

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS12

0.1%

0.7%

0.1%

0.2%

0.3%

0.2%

0.5%

-0.6%

0.4%

0.1%

-0.7%

0.2%

0.5%

0.1%

0.8%

-1.0%

TABLE XI

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE 9

481

482

483

484

485

486

488

492

511

512

513

514

518

521

522

INDUSTRY DESCRIPTION

TRANSPORTATION BY AIR

RAILROAD TRANSPORTATION

WATER TRANSPORTATION

MOTOR FREIGHT

TRANSPORTATION AND

WAREHOUSING

LOCAL AND SUBURBAN

TRANSIT AND INTERURBAN

HIGHWAY PASSENGER

TRANSPORTATION

PIPELINES, EXCEPT NATURAL

GAS

AIR TRAFFIC CONTROL

COURIERS

PRINTING, PUBLISHING AND

ALLIED INDUSTRIES

MOTION PICTURES

COMMUNICATIONS

ON-LINE SERVICES

INTERNET SERVICE PROVIDERS,

WEB SEARCH PORTALS, AND

DATA PROCESSING SERVICES

DEPOSITORY INSTITUTIONS

NONDEPOSITORY CREDIT

INSTITUTIONS

CLEARANCE

GRANTED TO

FTC OR DOJ

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

PERCENT

TOTAL

CHANGE

FROM

FY 200210

0.0%

0.1%

0.4%

-0.3%

0.1%

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.3%

0.0%

1.0%

-1.0%

0.1%

0.2%

5.3%

0.5%

6.1%

2.6%

-0.6%

-2.7%

0.1%

2.8%

-0.8%

NUMBER

SECOND REQUEST

INVESTIGATIONS3

TABLE XI

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE 9

523

524

525

531

532

533

541

551

561

562

564

611

621

INDUSTRY DESCRIPTION

SECURITY AND COMMODITY

BROKERS, DEALERS,

EXCHANGES AND SERVICES

INSURANCE CARRIERS

INSURANCE AGENTS, BROKERS

AND SERVICE

LESSORS OF RESIDENTIAL

BUILDINGS AND DWELLINGS

AUTOMOTIVE REPAIR,

SERVICES AND PARKING

LESSORS OF NONFINANCIAL

INTANGIBLE ASSETS (EXCEPT

COPYRIGHTED WORKS)

ENGINEERING, ACCOUNTING,

RESEARCH, MANAGEMENT AND

RELATED SERVICES

HOLDING AND OTHER

INVESTMENT OFFICES

TRANSPORTATION SERVICES

SOLID WASTE COLLECTION

EDUCATIONAL SERVICES

HEALTH SERVICES

NUMBER

PERCENT

TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM

FY 200210

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS12

3.1%

1.1%

3.3%

0.5%

0.1%

-0.2%

0.9%

0.8%

5.5%

2.3%

0.3%

1.7%

0.6%

0.1%

0.7%

0.8%

0.4%

-0.3%

TABLE XI

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE 9

622

623

624

711

713

721

722

811

812

813

923

924

999

000

INDUSTRY DESCRIPTION

GENERAL MEDICAL AND

SURGICAL; PSYCHIATRIC AND

SUBSTANCE ABUSE HOSPITALS

NURSING AND RESIDENTIAL

CARE FACILITIES

SOCIAL SERVICES

REAL ESTATE

AMUSEMENT AND RECREATION

SERVICES

HOTELS, ROOMING HOUSES,

CAMPS, AND OTHER LODGING

PLACES

EATING AND DRINKING PLACES

GENERAL AUTOMOTIVE

REPAIR

PERSONAL SERVICES

MEMBERSHIP ORGANIZATIONS

ADMINISTRATION OF HUMAN

RESOURCE PROGRAMS

ADMINISTRATION OF

ENVIRONMENTAL QUALITY AND

HOUSING PROGRAMS

NONCLASSIFICABLE

ESTABLISHMENTS

NOT AVAILABLE12

NUMBER

PERCENT

TOTAL

CLEARANCE

GRANTED TO

FTC OR DOJ

CHANGE

FROM

FY 200210

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS

1.5%

0.3%

0.5%

0.2%

0.4%

-0.2%

0.1%

0.4%

-0.2%

0.3%

1.0%

-0.2%

0.4%

0.5%

0.0%

0.3%

0.0%

5.0%

0.7%

TABLE XI

FISCAL YEAR 20031

INDUSTRY GROUP OF ACQUIRED ENTITIES

3DIGIT

NAICS

CODE 9

INDUSTRY DESCRIPTION

ALL TRANSACTIONS

NUMBER

968

PERCENT

TOTAL

100.0%

CHANGE

FROM

FY 200210

CLEARANCE

GRANTED TO

FTC OR DOJ

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

143

226

NUMBER OF 3DIGIT INTRAINDUSTRY

TRANSACTIONS12

616

Fiscal Year 2003 figures include transactions reported between October 1, 2002 and September 30, 2003.

The size-of-transactions is based on the aggregate total amount of voting securities and/or assets to be held by the acquiring person as a result of the transaction

and is taken from the response to Item 3(b)(ii) and 3(c) of the notification form.

These statistics are based on the date that the second request was issued.

During fiscal year 2003, 1,014 transactions were reported under the HSR Premerger Notification program. The smaller number of 968 reflects adjustments to

eliminate the following types of transactions: (1) transactions reported under Sections 7A(c)(6) and (c)(8), (transactions involving certain regulated industries and

financial businesses); (2) transactions found to be 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 party transactions

(transactions involving two or more acquiring persons).

This category 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.

Assets of an acquired entity are available when the acquired entity’s financial data is consolidated within its ultimate parent.

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

Notification and Report form.

This category includes acquisitions of newly formed corporations or corporate joint ventures from which no sales were generated, and acquisitions of assets

which produced no sales or revenues during the prior year to filing the Notification and Report form.

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 effective July 1, 2001

This number represents the deviation from the FY 2002 percentage.

This category includes transactions by newly formed entities.

The intra-industry transaction column identifies the number of acquisitions in which both the acquiring and acquired persons derived revenues in the same

industry

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.