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hart-scott-rodino annual report

Fiscal Year 2019

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Forty-Second Annual Report)

Joseph J. Simons

Makan Delrahim

Chairman

Federal Trade Commission

Assistant Attorney General

Antitrust Division

INTRODUCTION

The Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. No. 94-435 (HSR Act

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

the Clayton Act, enables the Federal Trade Commission (FTC or Commission) and the Antitrust

Division of the Department of Justice (Antitrust Division or Division) to obtain effective

preliminary relief against anticompetitive mergers, and to prevent interim harm to competition

and consumers. The premerger notification program was instrumental in alerting the

Commission and the Division to transactions that became the subjects of the numerous

enforcement actions brought in fiscal year 2019 1 to protect consumers—individual, business,

and government purchasers of goods and services—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 2019, 2,089 transactions were reported under the HSR Act,

representing about a one percent decrease from the 2,111 transactions reported in fiscal year

2018. See Figure 1 below.

HSR Merger Transactions Reported

Fiscal Years 2010-2019

2,500

Number of Transactions

2,000

1,801

1,832

2014

2015

Fiscal Year

2016

2,052

2,111

2,089

2017

2018

2019

1,663

1,450

1,500

1,429

1,326

1,166

1,000

500

2010

2011

2012

2013

(Figure 1)

Fiscal year 2019 covered the period from October 1, 2018 through September 30, 2019.

During fiscal year 2019, the Commission brought 21 merger enforcement challenges:2

ten in which it issued final consent orders after a public comment period; nine in which the

transaction was abandoned or restructured as a result of antitrust concerns raised during the

investigation; and two in which the Commission initiated administrative or federal court

litigation. These enforcement actions preserved competition in numerous sectors of the

economy, including consumer goods and services, pharmaceuticals, healthcare, high tech and

industrial goods, and energy.

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

by a negotiated settlement. For instance, the Commission took action to preserve competition

related to UnitedHealth’s proposed merger with DaVita Medical Group. The complaint alleged

that, without a divestiture, the acquisition would have reduced competition in managed care

provider services in two counties in Nevada. The Commission also moved to preserve

competition in worldwide markets for nine industrial gases, challenging Praxair’s $80 billion

proposed acquisition of Linde. To remedy concerns that the merger likely would have led to

higher prices for industrial gas customers, the Commission required Praxair and Linde to divest

assets related to the nine industrial gas products to multiple buyers.

In August 2019, the FTC filed an administrative complaint and authorized staff to seek a

preliminary injunction to prevent the merger of Evonik and PeroxyChem, two producers of

hydrogen peroxide. The complaint alleged that the proposed merger would substantially lessen

competition by eliminating head-to-head competition between Evonik and PeroxyChem for the

sale of hydrogen peroxide in two regional markets: the Pacific Northwest, and the Southern and

Central United States. On January 24, 2020, after a trial on the FTC’s motion for a preliminary

injunction, the U.S. District Court for the District of Columbia denied the motion; shortly

thereafter, the Commission dismissed its complaint.

In September 2019, the FTC issued an administrative complaint and authorized staff to

seek a preliminary injunction to prevent the merger of Fidelity and Stewart, two of the four

largest title insurance underwriters in the United States. The complaint alleged that, if the

transaction were consummated, the combined company would control more than 40 percent

of title insurance sales nationwide and over 40 percent of sales for large commercial

transactions in most states. In addition, the complaint alleged that the merger likely would

have led to higher prices for title plant services in several local markets where the merging

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

transaction.

During fiscal year 2019, the Antitrust Division challenged 17 merger transactions. The

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

simultaneously in U.S. district court, and the Division brought suit to enjoin three transactions.

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 2019.

Of the remaining six challenges, the parties abandoned their transactions in five instances; in

the remaining instance, the parties addressed and resolved the Division’s concerns during the

investigation.

For the first time, the Division invoked procedures available under the Administrative

Dispute Resolution Act and agreed to submit a legal issue to binding arbitration in fiscal year

2019. The Division filed suit to block Novelis, Inc.’s proposed acquisition of Aleris Corporation

alleging the acquisition would have substantially lessened competition for rolled aluminum

sheet for automotive applications (commonly referred to as “automotive body sheet”). The

sole dispute between the parties and the Division related to the issue of product market

definition—the parties believed it should be broader and agreed to submit the issue to an

arbitrator. After a hearing, the arbitrator found in favor of the Division and the parties agreed

to divest Aleris’ North American automotive body operations pursuant to a proposed final

judgment.

The Division filed another litigation complaint on June 20, 2019 when it sued to block

Quad/Graphics, Inc. from acquiring LSC Communications, Inc. The complaint alleged the

acquisition would eliminate head-to-head competition on price and quality between Quad and

LSC, two significant magazine, catalog, and book printers in the United States. One month

later, on July 23, 2019, Quad and LSC abandoned the proposed acquisition. In another

significant abandonment, Securus Technologies, Inc. and Inmate Calling Solutions, LLC agreed to

terminate their planned merger in April 2019. The companies reached their decision after the

Division conveyed its concerns that the proposed merger would eliminate substantial

competition in the market for inmate telecommunication services.

A significant number of challenged transactions were resolved with a negotiated

settlement. In two noteworthy matters, the Division worked with numerous state Attorneys

General in crafting and negotiating the terms of each settlement. The Division along with five

state Attorneys General challenged CVS Health Corporation’s proposed acquisition of Aetna,

Inc. The negotiated final judgment preserved competition for the sale of standalone individual

Medicare Part D prescription drug plans in 16 geographic regions. The Division worked with 10

state Attorneys General to resolve the competitive concerns raised by the proposed merger of

T-Mobile US, Inc. and Sprint Corporation. Under the terms of the final judgment, the parties

agreed to sell the divestiture assets to DISH Network Corp., establishing a new market entrant.

In fiscal year 2019, the Commission’s Premerger Notification Office (PNO) continued to

respond to thousands of questions seeking information about the reportability of transactions

under the HSR Act, and the details involved in completing and filing the Notification and Report

Form. The PNO continued to provide information necessary for the notification process on its

PNO website,3 which serves as HSR practitioners’ primary source of information on the HSR

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

termination, filing fee instructions, and procedures for submitting post-consummation filings.

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

The website also provides training materials for new practitioners, information on scheduled

HSR events, frequently asked questions regarding HSR filing requirements, and contact

information for PNO staff. In addition, the website includes a catalog of informal interpretation

letters, giving practitioners ready access to PNO staff interpretations of the HSR Act and rules.

Finally, PNO staff continued to provide tips for HSR practitioners in periodic blog posts on the

Commission’s Competition Matters blog. 4 As always, PNO staff is available to help HSR

practitioners comply with HSR notification requirements.

BACKGROUND OF THE HSR ACT

Section 201 of the HSR Act amended the Clayton Act by adding a new Section 7A, 15

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

securities, non-corporate interests, or assets be reported to the Commission and the Antitrust

Division prior to consummation. The parties must then wait a specified period, usually 30 days

(15 days in the case of a cash tender offer or bankruptcy sale), before they may complete the

transaction. Whether a particular acquisition is subject to these requirements depends on the

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

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

with assets and sales below a certain threshold, and certain classes of acquisitions that are less

likely to raise antitrust concerns are excluded from the Act’s coverage.

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

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

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

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

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

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

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

burden of complying with the rules. 6

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

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

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

period requirements, gives the agencies both the time and the information necessary to

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

included in and with the HSR form filed with the agencies by the parties to the proposed

transaction.

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

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

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

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

necessary, the reviewing agency is authorized by Section 7A(e) of the Clayton Act to issue a

request for additional information and documentary material (Second Request). 7 The Second

Request extends the waiting period for a specified period of time (usually 30 days, but 10 days

in the case of a cash tender offer or bankruptcy sale) after all parties have complied with the

Second Request (or, in the case of a tender offer or bankruptcy sale, after the acquiring person

complies). This additional time provides the reviewing agency with the opportunity to analyze

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

reviewing agency believes that a proposed transaction may substantially lessen competition,

the agency may seek an injunction in federal district court to prohibit consummation of the

transaction. The Commission also may challenge the transaction in administrative litigation.

A STATISTICAL PROFILE OF THE PREMERGER NOTIFICATION PROGRAM

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

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

years 2010-2019, the number of transactions reported; the number of filings received; the

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

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

granted, and not granted. 8 Appendix A also shows the number of transactions in which Second

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

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

transactions reported and the number of filings received for fiscal years 2010 through 2019.

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

reported in fiscal year 2019 decreased one percent from the number of transactions reported

in fiscal year 2018. In fiscal year 2019, 2,089 transactions were reported, while 2,111 were

reported in fiscal year 2018. 9 Of the 2,089 reported transactions, Second Requests could have

been issued in 2,030 of them. The statistics in Appendix A also show that the number of

merger investigations in which Second Requests were issued in fiscal year 2019 increased from

the previous year. Second Requests were issued in 61 merger investigations in fiscal year 2019

(30 issued by the FTC and 31 issued by the Antitrust Division), while Second Requests were

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

Antitrust Division). The percentage of transactions in which a Second Request was issued

15 U.S.C. §18a(e)(1)(a) (“The Federal Trade Commission or the Assistant Attorney General may, prior to the

expiration of the 30-day waiting period (or in the case of a cash tender offer, the 15-day waiting period)…require

the submission of additional information or documentary material relevant to the proposed acquisition”).

The term “transaction,” as used in Appendices A and B and Exhibit A to this Report, does not refer only to

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

involves more than one filing that must be made under the HSR Act.

This Report, like previous Reports, also includes annual data on “adjusted transactions in which a Second Request

could have been issued” (adjusted transactions). See Appendix A & Appendix A n.2 (explaining calculation of that

data). There were 2,030 adjusted transactions in fiscal year 2019, 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.

increased from 2.2 percent in fiscal year 2018 to 3.0 percent in fiscal year 2019. See Figure 2

below.

Percentage of Transactions Resulting in Second Request

Fiscal Years 2010-2019

4.5%

3.9%

4.0%

3.7%

3.5%

3.2%

3.5%

Percent of Transactions

3.0%

2.7%

3.0%

2.6%

2.2%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

Fiscal year

(Figure 2)

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

requested in the majority of transactions. In fiscal year 2019, early termination was requested

in 74.2 percent (1,507) of the adjusted transactions reported. In fiscal year 2018, early

termination was requested in 74.0 percent (1,500) of the transactions reported. The

percentage of requests granted out of the total requested decreased from 78.0 percent in fiscal

year 2018 to 73.5 percent in fiscal year 2019.

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

enforcement activities for transactions reported in fiscal year 2019. The tables provide, for

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

which one antitrust agency granted the other clearance to commence an investigation, and the

number of merger investigations in which either agency issued Second Requests. Table III of

Exhibit A shows that in fiscal year 2019, the agencies received clearance to conduct an initial

investigation in 11.7 percent of the total number of transactions reported. The tables also

provide the number of transactions based on the dollar value of transactions reported and the

reporting threshold indicated in the notification report. In fiscal year 2019, the aggregate dollar

value of reported transactions was $1.82 trillion. 10

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

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

percentage of reportable transactions within industry groups for fiscal year 2019 based on the

acquired entity’s operations. 11

Percentage of Transactions By Industry Group of Acquired Entity

Health Services, 3.4%

Chemicals &

Pharmaceuticals, 4.9%

Energy & Natural

Resources, 6.1%

Transportation, 3.2%

Consumer Goods &

Services, 30.5%

Information

Technology, 8.7%

Other, 20.2%

Manufacturing, 13.2%

Banking & Insurance,

9.8%

(Figure 3)

The information on the value of reported adjusted transactions for fiscal year 2019 is drawn from a database

maintained by the Premerger Notification Office.

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

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

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

Threshold Adjustments

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

to the Act’s jurisdictional and filing fee thresholds in the Federal Register annually, for each

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

product, in accordance with Section 8(a)(5) of the Clayton Act. The Commission amended the

rules in 2005 to provide a method for future adjustments as required by the 2000 amendments,

and to reflect the revised thresholds contained in the rules. The Commission usually publishes

the revised thresholds annually in January, and they become effective 30 days after publication.

On March 4, 2019, the Commission published a notice12 to reflect adjustment of the

reporting thresholds as required by the 2000 amendments13 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 $84.4 million to $90 million, became effective April 3, 2019.

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 2019. 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 $42,530 for

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

violation to determine whether to seek penalties. 15 During fiscal year 2019, 21 post-

84 Fed. Reg. 7369 (March 4, 2019).

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

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

for inflation in accordance with the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015,

Pub. L. No. 114-7 (Nov. 2, 2015). The adjustments have included an increase in the maximum civil penalty from

$10,000 to $11,000 for each day during which a person is in violation of Section 7A(g)(1) (61 Fed. Reg. 54548 (Oct.

21, 1996), corrected at 61 Fed. Reg. 55840 (Oct. 29, 1996)), to $16,000 effective February 10, 2009 (74 Fed. Reg.

857 (Jan. 9, 2009)), to $40,000 effective August 1, 2016 (81 Fed. Reg. 42476 (June 30, 2016)), and to $42,530

effective Feb. 14, 2019 (84 Fed. Reg. 3980 (Feb. 14, 2019)).

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.

consummation “corrective” filings were received, and the agencies brought two enforcement

actions, resulting in more than $5.6 million in civil penalties.

In United States v. James L. Dolan, 16 the complaint alleged that Mr. Dolan violated the

HSR Act by failing to file for an acquisition of additional voting securities of Madison Square

Garden Company when his holdings crossed the relevant threshold. The complaint also alleged

that this was not Mr. Dolan’s first HSR Act filing violation. Under the terms of a proposed final

judgment filed at the same time as the complaint, Mr. Dolan agreed to pay a $609,810 civil

penalty to resolve the lawsuit. On March 4, 2019, the court entered the final judgment.

In United States v. Canon and Toshiba, 17 the complaint alleged that Canon and Toshiba

violated the HSR Act when Canon acquired Toshiba Medical Systems in 2016. The complaint

alleged that Canon and Toshiba devised a scheme to avoid the waiting period required by the

HSR Act. According to the complaint, Toshiba was facing financial difficulty and needed to

recognize the proceeds from this sale by the end of its 2015 fiscal year on March 31, 2016,

before what would have been the end of the waiting period. Under the terms of a proposed

final judgment filed at the same time as the complaint, Canon and Toshiba each agreed to pay

$2.5 million and to implement HSR compliance programs. On June 10, 2019, the court entered

the final judgment.

MERGER ENFORCEMENT ACTIVITY18

The Department of Justice

During fiscal year 2019, the Antitrust Division challenged 17 merger transactions that it

concluded would substantially lessen competition if allowed to proceed as proposed. In 11 of

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

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

One transaction was abandoned after the Division filed a complaint and another court

challenge was resolved in the Division’s favor at arbitration. The remaining court challenge was

litigated in the U.S. district court and, after a trial on its merits, the court found in favor of the

Defendants. In five instances, the parties abandoned their proposed transactions after the

Division and, in some cases, other jurisdictions raised concerns about the competitive effects of

the transactions. The remaining challenge was resolved after the parties addressed the

Division’s concerns during the course of the investigation.

United States v. James L. Dolan, No. 1:18-cv-02858 (D.D.C. filed Dec. 6, 2018),

https://www.ftc.gov/enforcement/cases-proceedings/181-0077/james-l-dolan.

United States v. Canon Inc. and Toshiba Corporation, No. 1:19-cv-01680 (D.D.C. filed June 10, 2019),

https://www.ftc.gov/enforcement/cases-proceedings/161-0129/canon-inc-toshiba-corporation.

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.

In United States v. United Technology Corp. and Rockwell Collins, Inc., 19 the Division

challenged the proposed acquisition of Rockwell Collins, Inc. by United Technologies

Corporation. The complaint alleged that UTC and Rockwell Collins were two of three worldwide

suppliers for pneumatic ice protection systems for fixed wing aircraft and two of the leading

worldwide suppliers for trimmable horizontal stabilizer actuators (THSAs) for large aircraft.

Accordingly, the complaint alleged the transaction, as initially structured, would have

substantially lessened competition in the worldwide markets for the development,

manufacture, and sale of pneumatic ice protection systems for aircraft and THSAs for large

aircraft. At the same time the complaint was filed on October 1, 2018, the Division filed a

proposed final judgment requiring the parties to divest Rockwell Collins’ pneumatic ice

protection business and its THSA business. The court entered the final judgment on January 11,

2019.

In United States et al v. CVS Health Corp. and Aetna Inc., 20 the United States along with

the states of California, Florida, Hawaii, Mississippi and Washington challenged CVS’s

acquisition of Aetna. The complaint alleged the proposed acquisition would substantially lessen

competition for the sale of standalone individual Medicare Part D prescription drug plans

(PDPs) in 16 geographic regions. As a result, the complaint alleged the loss of competition likely

would have resulted in increased premiums and increased costs paid by Medicare beneficiaries,

higher subsidies paid by the federal government, a lessening of service quality, and a reduction

in innovative product features. On October 10, 2018, at the same time the complaint was filed,

the Division filed a proposed final judgment requiring the parties to divest Aetna’s individual

PDP business. On September 4, 2019, the court entered the final judgment.

In United States v. Gray Television, Inc. and Raycom Media, Inc., 21 the Division

challenged Gray Television, Inc.’s proposed merger with Raycom Media, Inc. According to the

complaint, as originally structured, the transaction would have substantially lessened

competition in nine Designated Market Areas (DMAs) 22 resulting in higher prices for licensing

the retransmission of television network content and broadcast television spot advertising. A

proposed final judgment, filed concurrently with the complaint, required Gray to divest certain

broadcast television stations to acquirers approved by the Division. The court entered the final

judgment on June 5, 2019.

In United States v. Thales S.A. and Gemalto N.V., 23 the Division challenged the proposed

acquisition of Gemalto N.V. by Thales S.A. The complaint alleged that the transaction, as

originally proposed, would have combined the two leading providers of general-purpose (GP)

hardware security modules (HSMs) used for secure encryption processing and key management

in the United States. The loss of head-to-head competition between Gemalto and Thales would

United States v. United Technology Corp. and Rockwell Collins, Inc., No 1:18-cv-02279 (D.D.C. filed Oct. 1, 2018).

United States et al v. CVS Health Corp. and Aetna Inc., No. 1:18-cv-02340 (D.D.C. filed Oct. 10, 2018).

United States v. Gray Television, Inc. and Raycom Media, Inc., No. 1:18-cv-02951 (D.D.C. filed Dec. 14, 2018).

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

demographic composition.

United States v. Thales S.A. and Gemalto N.V., No. 1:19-cv-00569 (D.D.C. filed Feb. 28, 2019).

have resulted in higher prices, lower quality, reduced choice, and diminished innovation for GP

HSM customers in the United States. A proposed final judgment was filed simultaneously with

the complaint on February 28, 2019. Pursuant to the terms of the settlement, the parties

agreed to divest Thales’ GP HSM business. The court entered the final judgment on July 1,

2019.

In United States v. Quad/Graphics, Inc., QLC Merger Sub, Inc. and LSC Communications,

Inc., 24 the Division filed suit to enjoin Quad from acquiring LSC. The complaint alleged that the

proposed acquisition would have combined the only two significant magazine, catalog, and

book printers in the United States. The complaint further alleged the loss of competition

between Quad and LSC likely would have resulted in increased prices for printing services,

reduced printing capacity, and reduced printing quality for publishers and retailers in the

United States. On July 23, 2019, Quad and LSC abandoned the proposed acquisition.

In United States v. Harris Corp. and L3 Technologies, Inc., 25 the Division challenged the

proposed merger of Harris Corporation and L3 Technologies, Inc. The complaint alleged that

the merger, as initially structured, would have eliminated competition for the manufacture and

sale of U.S. military-grade image intensifier tubes, an essential component in night vision

devices used by the United States military, and would have provided the combined firm with a

monopoly in this product market. As a result, the merged firm would have had the incentive

and ability to reduce research and development efforts and offer less favorable contractual

terms to its customers. Under the terms of a proposed final judgment filed simultaneously with

the complaint on June 20, 2019, the parties agreed to divest Harris’s night vision business to an

acquirer approved by the United States. On October 10, 2019, the court entered the final

judgment.

In United States v. Amcor Limited and Bemis Co., Inc., 26 the Division challenged the

proposed acquisition of Bemis Company, Inc. by Amcor Limited. The complaint alleged that

Amcor and Bemis were two of only three significant suppliers of the following three flexible

medical packaging products: (1) heat-seal coated medical-grade Tyvek rollstock; (2) heat-seal

coated medical-grade rollstock; and (3) heat-seal coated medical-grade Tyvek die-cut lidding.

According to the complaint, many customers viewed Amcor and Bemis as their two best

substitutes. The proposed acquisition, therefore, likely would have resulted in increased prices

and lower-quality medical flexible packaging products. On May 30, 2019, the Division filed a

complaint and proposed final judgment requiring Amcor to divest three manufacturing facilities

and certain other assets related to Amcor’s flexible medical packaging business. The court

entered the final judgment on September 11, 2019.

United States v. Quad/Graphics, Inc., QLC Merger Sub, Inc. and LSC Communications, Inc., No. 1:19-cv-04153

(N.D. Ill. filed June 20, 2019).

United States v. Harris Corp. and L3 Technologies, Inc., No. 1:19-cv-01809 (D.D.C. filed June 20, 2019).

United States v. Amcor Limited and Bemis Co., Inc., No. 1:19-cv-01592 (D.D.C. filed Sep. 11, 2019).

In United States et al v. Deutsche Telekom AG, T-Mobile US, Inc., Softbank Group Corp.

and Sprint Corp., 27 the Division along with the states of Kansas, Nebraska, Ohio, Oklahoma,

South Dakota, Louisiana, Florida, Colorado, Arkansas, and Texas challenged the proposed

merger of T-Mobile and Sprint. According to the complaint, T-Mobile and Sprint were two of

the four national retail wireless mobile service providers in the United States. The merger

would have eliminated Sprint as an independent competitor, reducing the number of national

mobile wireless carriers from four to three. This loss in competition likely would have

incentivized the merged company to compete less aggressively and would have made it easier

for the remaining three mobile wireless carriers to coordinate their pricing, promotions, and

service offerings. On July 26, 2019, the Division filed a proposed final judgment simultaneously

with the complaint. Under the terms of the decree, T-Mobile agreed to divest to DISH certain

assets, including retail wireless business and network assets, designed to enable DISH to

replace Sprint as an independent competitor in the retail mobile wireless service market. On

April 1, 2020, following an extensive Tunney Act process, the court entered the final judgment.

In United States et al v. Nexstar Media Group, Inc. and Tribune Media Co., 28 the Division

along with the State of Illinois and the Commonwealths of Pennsylvania and Virginia challenged

the proposed merger of Nexstar Media Group, Inc. and Tribune Media Company. According to

the complaint, as originally structured, the transaction would have substantially lessened

competition in 13 Designated Market Areas (DMAs), resulting in higher prices for licensing the

retransmission of television network content in 12 of the DMAs and increased prices for

broadcast television spot advertising in all 13 DMAs. On July 31, 2019, at the same time the

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

the local broadcast television station or stations owned by either Nexstar or Tribune in each of

the 13 DMAs. The court entered the final judgment on February 10, 2020.

In United States v. Sabre Corp., Sabre GLBL Inc., Farelogix, Inc., and Sandler Capital

Partners V, L.P., 29 the Division filed suit to enjoin Sabre Corporation from acquiring Farelogix,

Inc. The complaint alleged that the transaction would allow Sabre, the dominant provider of

airline booking services in the United States, to eliminate a disruptive competitor. As a result,

the complaint alleged the acquisition would likely result in higher prices, reduced quality, and

less innovation for airlines and traveling consumers. On April 7, 2020, after a trial on the

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

April 9, 2020, the United Kingdom’s Competition and Markets Authority found the deal

unlawful under U.K. competition law. On May 1, 2020, Sabre and Farelogix abandoned the

transaction.

United States et al v. Deutsche Telekom AG, T-Mobile US, Inc., Softbank Group Corp. and Sprint Corp., N0. 1:19-cv-02232 (D.D.C. July 26, 2019).

United States et al v. Nexstar Media Group, Inc. and Tribune Media Co., No. 1:19-cv-02295 (D.D.C. filed July 31,

2019).

United States v. Sabre Corp., Sabre GLBL Inc., Farelogix, Inc., and Sandler Capital Partners V, L.P., No. 1:19-cv01548 (D. Del. Aug. 20, 2019).

In United States v. Novelis, Inc. and Aleris, Corp., 30 the Division filed suit to block the

proposed acquisition of Aleris by Novelis. The complaint alleged that the proposed acquisition

would substantially lessen competition in the North American market for aluminum automotive

body sheet. As a result, the proposed acquisition likely would have resulted in higher prices,

less favorable contractual terms, and a reduction in innovation. Prior to filing the Complaint,

the Division and the parties agreed that the lawfulness of the transaction under Section 7 of the

Clayton Act hinged on whether aluminum automotive body sheet was a properly defined

relevant product market. Following the completion of fact discovery, the Division and the

parties agreed to submit the issue of product market definition to binding arbitration. On

March 9, 2020, after a 10-day hearing, the arbitrator ruled in favor of the Division. On May 12,

2020, the Division filed a proposed final judgment requiring Novelis to divest Aleris’s entire

automotive body operations in North America.

The Federal Trade Commission

During fiscal year 2019, the Commission challenged 21 mergers that would substantially

lessen competition if allowed to proceed as proposed. In two cases, the Commission initiated

administrative or federal court litigation, and nine mergers were abandoned after the

Commission raised concerns about their potential for eliminating beneficial competition.

In Fidelity/Stewart, 31 the Commission filed an administrative complaint challenging

Fidelity National Financial’s $1.2 billion proposed acquisition of Stewart Information Services,

and authorized staff to seek a preliminary injunction in federal court to maintain the status quo

pending the outcome of its administrative trial. Fidelity and Stewart were two of the four

largest title insurance underwriters in the United States. The complaint alleged that the

proposed merger would likely reduce competition in state markets for title insurance

underwriting for large commercial transactions and in several local markets for title information

services. If consummated, the combined Fidelity/Stewart would have had more than 40

percent of title insurance sales nationwide and over 40 percent of sales for large commercial

transactions in most state-level markets. Shortly after the Commission filed its complaint, the

parties abandoned the transaction.

In Evonik/PeroxyChem, 32 the Commission filed an administrative complaint challenging

Evonik’s $625 million proposed acquisition of PeroxyChem, and authorized staff to seek a

preliminary injunction in federal court to maintain the status quo pending the outcome of the

administrative trial. The complaint alleged that the proposed merger would reduce head-tohead competition between Evonik and PeroxyChem for the sale of hydrogen peroxide in the

Pacific Northwest and the Southern and Central United States. On January 24, 2020, the U.S.

United States v. Novelis, Inc. and Aleris, Corp., No. 1:19-cv-02033 (N.D. Ohio filed Sept. 4, 2019).

In the Matter of Fidelity National Financial, Inc. and Stewart Information Services Corporation, FTC Dkt. C-9385

(complaint filed on Sept. 5, 2019), https://www.ftc.gov/enforcement/cases-proceedings/181-0127/fidelitynational-financialstewart-information-services.

In the Matter of Evonik Industries AG, FTC Dkt. C-9384 (complaint filed on August 2, 2019),

https://www.ftc.gov/enforcement/cases-proceedings/191-0029/evonikperoxychem-matter.

District Court for the District of Columbia denied the preliminary injunction. Shortly thereafter,

the Commission dismissed its administrative complaint.

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

following ten merger matters.

In Praxair/Linde, 33 the Commission challenged Praxair and Linde’s $80 billion proposed

merger. According to the complaint, the proposed consolidation would likely harm competition

in nine industrial gas product markets, leaving limited alternative sources of supply. The

combined firm could have exercised market power unilaterally because, for many customers,

Praxair and Linde were the only sources of supply. The proposed consolidation would have also

made coordinated interaction among the remaining firms more likely because it would have

made it easier for the few remaining firms to agree on prices, and detect and punish deviations

from any pricing scheme. To remedy these concerns, the Commission issued a consent order

requiring Praxair and Linde to divest nine sets of industrial gas assets to multiple buyers.

Following a public comment period, the Commission approved the final order on February 26,

2019.

In Marathon/REROB, 34 the Commission challenged Marathon’s $240 million proposed

acquisition of REROB’s Express Mart retail motor fuel and convenience stores. According to the

complaint, the proposed merger would likely harm competition for the retail sale of both

gasoline and diesel in five local New York markets: Farmington, Fayetteville, Johnson City,

Rochester, and Whitney Point. Without a remedy, the proposed merger would have increased

the likelihood that Marathon could have unilaterally raised prices in each of these five local

markets or that the small number of remaining competitors could have increased prices by

coordinating their actions. To remedy these concerns, the Commission issued a consent order

requiring Marathon to divest retail fuel assets in these five local markets to Sunoco. Following

a public comment period, the Commission approved the final order on February 4, 2019.

In Indorama Ventures/DAK America, 35 the Commission required three polyethylene

terephthalate resin (PET) producers to restructure their $1.1 billion proposed joint acquisition

of a PET production facility under construction in Mexico after its owner declared bankruptcy.

According to the complaint, the proposed joint venture would likely harm competition in the

highly concentrated market for PET resin products, such as plastic bottles and food packaging.

To remedy this concern, the Commission issued a consent order preventing the three parties to

the joint venture, Indorama, DAK, and FENC, from using their joint ownership of the facility to

act alone or in concert to exercise market power, or to transmit competitively sensitive

information beyond what is necessary to accomplish the legitimate purposes of the joint

In the Matter of Linde AG, Praxair, Inc. and Linde PLC, FTC Dkt. C-4660 (final order issued on Feb. 26, 2019),

https://www.ftc.gov/enforcement/cases-proceedings/171-0068/linde-ag-praxair-inc.

In the Matter of Marathon Petroleum Corporation, FTC Dkt. C-4661 (final order issued on Feb. 4, 2019),

https://www.ftc.gov/enforcement/cases-proceedings/181-0152/marathon-petroleum-et-al.

In the Matter of Corpus Christi Polymers LLC, FTC Dkt.C-4672 (final order issued on Feb. 20, 2019),

https://www.ftc.gov/enforcement/cases-proceedings/corpus-christi-polymers-llc-et-al-matter.

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

February 20, 2019.

In Staples/Essendant, 36 the Commission challenged Staples’ $482.7 million proposed

acquisition of Essendant. According to the complaint, the proposed merger would likely harm

competition in the market for office supply products sold to small and medium-sized

businesses. Essendant was the largest wholesale distributor of office products in the United

States that sells exclusively to resellers, and Staples was the largest vertically integrated

reseller. Without a remedy, Staples would have had access to commercially sensitive business

information of Essendant’s reseller customers that compete against Staples, allowing the

merged firm to charge higher prices than it otherwise would when bidding against an

Esssendant-supplied reseller. To remedy these concerns, the Commission issued a consent

order requiring Staples to establish a firewall allowing only Staples’ employees performing

wholesale functions access to commercially sensitive information held by Essendant about its

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

January 25, 2019.

In Fresenius/NxStage, 37 the Commission challenged Fresenius’ $2 billion proposed

acquisition of NxStage over concerns that the proposed merger would likely harm competition

in the U.S. market for bloodline tubing sets that are compatible with in-clinic hemodialysis

machines that treat chronic renal failure. Fresenius and NxStage were two of only three

significant suppliers of bloodline tubing sets. Without a remedy, the combined firm would have

controlled more than 80 percent of the market and would have resulted in competitive harm to

customers who use these products. The Commission issued a consent order requiring the

parties to divest to B. Braun all assets and rights to research, develop, manufacture, market,

and sell NxStage’s bloodline tubing sets. Following a public comment period, the Commission

approved the final order on April 1, 2019.

In UnitedHealth/DaVita,38 the Commission challenged UnitedHealth’s $4.3 billion

proposed acquisition of DaVita Medical Group. The complaint alleged that the proposed

merger would likely harm competition in healthcare markets in Clark and Nye Counties,

Nevada. Without a remedy, the merger would have eliminated competition between

UnitedHealth Group’s OptumCare and DaVita Medical Group’s HealthCare Partners of Nevada,

resulting in a near monopoly controlling more than 80 percent of managed care provider

organization (MCPO) services sold to Medicare Advantage insurers. The proposed merger

would have also allowed UnitedHealth to reduce competition by raising the costs of its MCPO

In the Matter of Sycamore Partners II, L.P., Staples, Inc. and Essendant Inc., FTC Dkt. C-4667 (final order issued on

January 25, 2019), https://www.ftc.gov/enforcement/cases-proceedings/181-0180/sycamore-partners-ii-lpstaples-inc-essendant-inc-matter.

In the Matter of Fresenius Medical Care AG & Co. KGaA and NxStage Medical, Inc., FTC Dkt. C-4671 (final order

issued on April 1, 2019), https://www.ftc.gov/enforcement/cases-proceedings/171-0227/fresenius-medical-carenxstage-medical-matter.

In the Matter of UnitedHealth Group Inc., FTC Dkt. C-4677 (final order issued on August 12, 2019),

https://www.ftc.gov/enforcement/cases-proceedings/181-0057/unitedhealth-groupdavita-matter.

services to rival Medicare Advantage insurers, or even by withholding these services from rivals.

To remedy these concerns, the Commission issued a consent order requiring UnitedHealth to

divest DaVita’s healthcare provider organization in the Las Vegas Area to Intermountain Health.

Following a public comment period, the Commission approved the final order on August 12,

2019.

In Quaker Chemical/Houghton, 39 the Commission challenged Quaker Chemical’s $1.4

billion proposed acquisition of Houghton International. The complaint alleged the proposed

merger would likely harm competition in the North American market for aluminum hot rolling

oil (AHRO) and steel cold rolling oil (SCRO). AHRO and SCRO are critical inputs in the production

of aluminum sheets and steel sheets, respectively. Quaker and Houghton were the only

commercial suppliers of AHRO in North America and the two largest commercial suppliers of

SCRO in North America. To remedy competitive concerns, the Commission issued a consent

order requiring Quaker to divest Houghton’s AHRO and SCRO product lines to Total S.A., as well

as certain product lines used in conjunction with AHRO and SCRO, such as steel cleaners and

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

on September 9, 2019.

In Boston Scientific/BTG, 40 the Commission challenged Boston Scientific’s $4.2 billion

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

competition in the market for drug eluting beads (DEBs), microscopic beads used to treat

certain liver cancers. According to the complaint, the DEBs market was highly concentrated,

and eliminating competition between Boston Scientific and BTG would increase the likelihood

the combined firm could have exercised market power, leading to higher prices and reduced

quality for consumers needing this treatment. To remedy these concerns, the Commission

issued a consent order requiring Boston Scientific to divest its DEBs and Bland beads business

(used in another type of procedure) to Varian Medical Systems. Following a public comment

period, the Commission approved the final order on September 18, 2019.

In US Foods/SGA, 41 the Commission challenged US Foods’ $1.8 billion proposed

acquisition of SGA. The complaint alleged the proposed merger would likely harm competition

for broadline foodservice distribution in four local markets and for national and multi-regional

customers throughout the country. USF and SGA compete closely to serve local broadline

customers in Eastern Idaho, Western North Dakota, Eastern North Dakota, and the Seattle

Area, and the transaction would eliminate a key broadline distributor in each of these markets.

In addition, SGA, through its foodservice division, FSA, was a member of a consortium of

regional distributors known as Distribution Market Advantage (the Consortium), which

In the Matter of Quaker Chemical Corporation, FTC Dkt. C-4681 (final order issued on Sept. 9, 2019),

https://www.ftc.gov/enforcement/cases-proceedings/1710125/quaker-chemical-corporation-global-houghton-ltdmatter.

In the Matter of Boston Scientific Corporation, FTC Dkt. C-4684 (final order issued on Sept. 18, 2019),

https://www.ftc.gov/enforcement/cases-proceedings/191-0039/boston-scientific-btg-matter.

In the Matter of US Foods Holding Corporation, FTC Dkt. C-4688 (final order issued on Nov. 15, 2019),

https://www.ftc.gov/enforcement/cases-proceedings/181-0215/us-foods-sga-matter.

competes with US Foods to serve multi-regional and national accounts. According to the

complaint, if the Consortium were to lose FSA’s distribution centers in Washington, Idaho, and

North Dakota from its network, it would become a significantly less attractive option for this set

of customers. Without a remedy, the proposed merger could have increased prices and

eliminated a key foodservice distributor. To remedy these concerns, the Commission issued a

consent order, requiring US Foods to divest three FSA distribution centers in Boise, Idaho,

Fargo, North Dakota, and a third facility in Seattle, Washington. Following a public comment

period, the Commission issued the final order on November 15, 2019.

In NEXUS/Generation Pipeline, 42 the Commission challenged the joint venture NEXUS

Gas Transmission’s $160 million proposed acquisition of Generation Pipeline from North Coast

Gas Transmission LLC. Generation operates a 23-mile pipeline in the Toledo, Ohio area.

According to the complaint, the proposed merger would likely harm competition for the

transport of natural gas in three Ohio counties because of a non-compete clause contained in

the sales agreement. Without a remedy, the seller, North Coast Gas could not have provided

natural gas in Lucas, Ottawa, and Wood County for three years. The Generation Pipeline and

North Coast pipeline were the best alternatives for large customers in the Toledo area, and by

prohibiting North Coast from competing with the Generation Pipeline, the non-compete clause

would have harmed customers who benefited from this competition. To remedy this concern,

the Commission issued a consent order requiring the parties to eliminate the non-compete

clause from the sales agreement. The order also prohibited NEXUS, and its member companies,

DTE and Enbridge, from entering any agreements that restricted competition of natural gas

pipeline transportation in Lucas, Ottawa, and Wood Counties. In addition, the order prohibited

NEXUS from acquiring, without prior notification, any ownership interest of any natural gas

pipeline in Lucas, Ottawa, and Wood Counties. Following a public comment period, the

Commission approved the final order on November 21, 2019.

ONGOING REASSESSMENT OF THE EFFECTS OF THE PREMERGER NOTIFICATION PROGRAM

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

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

premerger notification program ensures that the antitrust agencies review virtually every

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

Prior to the HSR Act, businesses could, and often did, consummate transactions that raised

significant antitrust concerns before the agencies had an opportunity to consider adequately

their competitive effects. This practice forced the agencies to engage in lengthy postacquisition litigation, during the course of which the transaction’s anticompetitive effects

continued to harm consumers; furthermore, if effective post-acquisition relief was not

practicable, the harm continued indefinitely. Because the premerger notification program

requires reporting before consummation, the agencies’ ability to obtain timely, effective relief

to prevent anticompetitive effects has vastly improved. Thus, the HSR Act is doing what

In the Matter of DTE Energy Company, FTC Dkt. C-4691 (final order issued on Nov. 21, 2019),

https://www.ftc.gov/enforcement/cases-proceedings/191-0068/dte-energy-company-matter.

Congress intended—giving the government the opportunity to investigate and challenge

relatively large mergers that are likely to harm consumers, before injury can arise.

The Commission and the Antitrust Division regularly examine the premerger notification

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

transparency, and improve the review process to reduce the burden on the filing parties

without compromising the agencies’ ability to investigate and challenge proposed transactions

that may substantially lessen competition.

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APPENDIXA

SUMMARYOFTRANSACTIONSBYFISCALYEAR

2010

2011

TransactionsReported

1,166

1,450 1,429 1,326 1,663 1,801 1,832 2,052 2,111 2,089

FilingsReceived1

2,318

2,882 2,829 2,628 3,307 3,585 3,674 4,083 4,188 4,142

AdjustedTransactionsInWhichASecond

RequestCouldHaveBeenIssued2

1,128

1,414 1,400 1,286 1,618 1,754 1,772 1,992 2,028 2,030

InvestigationsinWhichSecondRequests

WereIssued

1.8%

1.7%

1.4%

1.9%

1.1%

1.4%

1.7%

1.3%

1.5%

2.0%

2.2%

2.1%

1.7%

1.3%

1.5%

1.6%

0.9%

1.5%

953

1,157 1,094

990

1,274 1,366 1,374 1,552 1,500 1,507

Granted5

704

888

902

797

1,020 1,086 1,102 1,220 1,170 1,107

NotGranted5

249

269

192

193

254

FTC3

Percent4

DOJ3

Percent4

TransactionsInvolvingaRequestForEarly

Termination5

2012

2013

2014

2015

280

2016

272

2017

332

2018

2019

330

400

Note:ThedataforFY2010andFY2011reflectcorrectionstosomepriorannualreportsandtheDOJnumberofinvestigationsinwhichsecondrequestswereissuedandthe

percentageoftransactionsinwhichsecondrequestswereissuedbyDOJ.

1 Usually,twofilingsarereceived,onefromtheacquiringpersonandonefromtheacquiredpersonwhenatransactionisreported.Onlyoneapplicationisreceivedwhenan

acquiringpartyfilesforanexemptionunderSection7A(c)(6)or(c)(8)oftheClaytonAct.

2 Thesefiguresomitfromthetotalnumberoftransactionsreportedalltransactionsforwhichtheagencieswerenotauthorizedtorequestadditionalinformation.Theseinclude

(1)incompletetransactions(onlyonepartyfiledacompletenotification);(2)transactionsreportedpursuanttotheexemptionprovisionsofSections7A(c)(6)and7A(c)(8)ofthe

Act;(3)transactionswhichwerefoundtobenonͲreportable;and(4)transactionswithdrawnbeforethewaitingperiodbegan.Inaddition,whereapartyfiledmorethanone

notificationinthesameyeartoacquirevotingsecuritiesofthesamecorporation,e.g.,filingonethresholdandlaterfilingforahigherthreshold,onlyasingleconsolidated

transactionhasbeencountedbecauseasapracticalmattertheagenciesdonotissuemorethanoneSecondRequestinsuchacase.Thesestatisticsalsoomitfromthetotal

numberthetransactionsreportedsecondaryacquisitionsfiledpursuantto§801.4ofthePremergerNotificationrules.Secondaryacquisitionshavebeendeductedinorderto

beconsistentwiththestatisticspresentedinmostofthepriorannualreports.

3 ThesestatisticsarebasedonthedatetheSecondRequestwasissuedandnotthedatetheinvestigationwasopened.

4 SecondRequestinvestigationsareapercentageofthetotalnumberofadjustedtransactions.ThetotalpercentagereflectedinFigure2maynotequalthesumofreported

componentvaluesduetorounding.

5 ThesestatisticsarebasedonthedateoftheHSRfilingandnotthedateactionwastakenontherequest.

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APPENDIXB

TABLE1.NUMBEROFTRANSACTIONSREPORTEDBYMONTHFORFISCALYEARS

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

October

128

122

127

124

144

168

163

174

211

November

135

217

169

260

159

157

243

215

207

254

December

108

122

157

148

160

157

January

104

125

118

117

153

170

150

February

114

140

127

153

141

145

March

116

111

100

128

125

146

178

156

April

140

131

129

150

140

163

May

108

142

117

157

152

168

209

222

191

June

108

117

142

150

155

150

191

177

161

July

120

130

162

170

140

146

180

170

August

120

164

133

122

151

216

166

219

223

173

September

120

100

120

103

173

168

142

159

139

158

TOTAL

1,166

1,450

1,429

1,326

1,663

1,801

1,832

2,052

2,111

2,089

APPENDIXB

TABLE2.NUMBEROFFILINGSRECEIVED1BYMONTHFORFISCALYEARS

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

October

146

252

242

255

247

289

345

329

336

421

November

242

422

332

511

325

322

483

416

417

505

December

177

193

188

180

211

239

314

297

319

308

January

126

188

203

151

244

236

307

316

287

February

116

157

185

169

236

257

249

298

304

295

March

232

195

215

172

195

252

265

302

338

308

April

182

190

193

151

271

265

249

290

285

335

May

216

284

231

228

315

305

331

402

424

365

June

213

231

275

181

304

322

304

388

365

349

July

187

240

269

186

323

327

284

291

364

306

August

238

329

259

240

292

425

339

446

433

358

September

243

201

237

204

344

338

275

317

287

305

TOTAL

2,318

2,882

2,829

2,628

3,307

3,585

3,674

4,083

4,188

4,142

Usually,twofilingsarereceived,onefromtheacquiringpersonandonefromtheacquiredperson,whenthetransactionisreported.Onlyonefilingisreceivedwhenan

acquiringpersonfilesforatransactionthatisexemptunderSections7A(c)(6)and(c)(8)oftheClaytonAct.

EXHIBIT A

STATISTICAL TABLES

FOR

FISCAL YEAR 201

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTERESTS

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DĂŶƵĨĂĐƚƵƌŝŶŐ

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ϰϮϯ ϭϯ

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ϰϮϰ ϭϯ

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ϭϱ

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ZĞŶƚĂůĂŶĚ>ĞĂƐŝŶŐ^ĞƌǀŝĐĞƐ

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ĚŵŝŶŝƐƚƌĂƚŝǀĞĂŶĚ^ƵƉƉŽƌƚ^ĞƌǀŝĐĞƐ

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Ϭ͘ϭй

ϳϮϭ ϭϯ

ĐĐŽŵŵŽĚĂƚŝŽŶ

ϭϭ

Ϭ͘ϱй

Ϭ͘Ϯй

ϳϮϮ ϭϯ

&ŽŽĚ^ĞƌǀŝĐĞƐĂŶĚƌŝŶŬŝŶŐWůĂĐĞƐ

Ϯϱ

ϭ͘Ϯй

ͲϬ͘Ϯй

ϴϭϭ ϭϯ

ZĞƉĂŝƌƐĂŶĚDĂŝŶƚĞŶĂŶĐĞ

ϭϯ

Ϭ͘ϲй

Ϭ͘ϭй

ϱϮϰ ϭϯ

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&/^>zZϮϬϭϵϭ

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ϯ/'/d

E/^

K ϭϭ

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WĞƌƐŽŶĂůĂŶĚ>ĂƵŶĚƌǇ^ĞƌǀŝĐĞƐ

Ϭ͘ϯй

Ϭ͘Ϭй

ϵϮϯ ϭϯ

ĚŵŝŶŝƐƚƌĂƚŝŽŶŽĨ,ƵŵĂŶZĞƐŽƵƌĐĞWƌŽŐƌĂŵƐ

Ϭ͘ϭй

ϵϵϵ ϭϯ

EŽŶĐůĂƐƐŝĨŝĐĂďůĞƐƚĂďůŝƐŚŵĞŶƚƐ

Ϭ͘Ϭй

ͲϬ͘ϭй

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ϴϴ

Ϯϯϳ

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ϯϭ

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EŽƚǀĂŝůĂďůĞ

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ϭϭϭ ϭϯ

ƌŽƉWƌŽĚƵĐƚŝŽŶ

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Ϭ͘Ϭй

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ŶŝŵĂůWƌŽĚƵĐƚŝŽŶ

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Ϭ͘Ϭй

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&ŽƌĞƐƚƌǇĂŶĚĂŶĚ>ŽŐŐŝŶŐ

Ϭ͘ϭй

ϭϭϰ ϭϯ

&ŝƐŚŝŶŐ͕,ƵŶƚŝŶŐĂŶĚdƌĂƉƉŝŶŐ

Ϭ͘ϭй

Ϯϭϭ ϭϯ

KŝůĂŶĚ'ĂƐǆƚƌĂĐƚŝŽŶ

ϯϮ

ϭ͘ϲй

ͲϬ͘ϭй

ϭϵ

ϮϭϮ ϭϯ

DŝŶŝŶŐ;ĞǆĐĞƉƚKŝůĂŶĚ'ĂƐͿ

Ϭ͘ϰй

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Ϯϭϯ ϭϯ

^ƵƉƉŽƌƚĐƚŝǀŝƚŝĞƐĨŽƌDŝŶŝŶŐ

Ϯϱ

ϭ͘Ϯй

Ϭ͘ϲй

ϱϬ

Ϯ͘ϱй

ͲϬ͘ϱй

Ϯϴ

ϮϮϭ ϭϯ hƚŝůŝƚŝĞƐ

Ϯϯϲ ϭϯ

ŽŶƐƚƌƵĐƚŝŽŶŽĨƵŝůĚŝŶŐƐ

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Ϭ͘ϭй

Ϯϯϳ ϭϯ

,ĞĂǀǇĂŶĚŝǀŝůŶŐŝŶĞĞƌŝŶŐŽŶƐƚƌƵĐƚŝŽŶ

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ͲϬ͘ϰй

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ϭϵ

Ϭ͘ϵй

Ϭ͘ϰй

ϯϭϭ ϭϯ

&ŽŽĚĂŶĚ<ŝŶĚƌĞĚWƌŽĚƵĐƚƐ

ϰϬ

Ϯ͘Ϭй

Ͳϭ͘Ϭй

ϭϬ

Ϯϴ

ϯϭϮ ϭϯ

ĞǀĞƌĂŐĞĂŶĚdŽďĂĐĐŽWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ

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Ϭ͘ϲй

Ϭ͘ϭй

ϯϭϯ ϭϯ

dĞǆƚŝůĞDŝůůƐ

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dĞǆƚŝůĞWƌŽĚƵĐƚƐ

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tŽŽĚWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ

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WĂƉĞƌDĂŶƵĨĂĐƚƵƌŝŶŐ

Ϭ͘ϰй

ͲϬ͘ϭй

ϯϮϯ ϭϯ

WƌŝŶƚŝŶŐĂŶĚZĞůĂƚĞĚ^ƵƉƉŽƌƚĐƚŝƚŝǀŝĞƐ

ϭϬ

Ϭ͘ϱй

Ϭ͘Ϯй

ϯϮϰ ϭϯ

WĞƚƌŽůĞƵŵĂŶĚŽĂůWƌŽĚƵĐƚƐDĂŶƵĨĂĐƚƵƌŝŶŐ

Ϭ͘ϯй

Ϭ͘ϭй

ϯϮϱ ϭϯ

ŚĞŵŝĐĂůDĂŶƵĨĂĐƚƵƌŝŶŐ

ϭϬϬ

ϰ͘ϵй

Ϭ͘ϵй

Ϯϭ

ϯϳ

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ϯϮϲ ϭϯ

WůĂƐƚŝĐƐĂŶĚZƵďďĞƌDĂŶĨƵĂĐƚƵƌŝŶŐ

ϯϳ

ϭ͘ϴй

ͲϬ͘Ϯй

ϯϮϳ ϭϯ

EŽŶŵĞƚĂůůŝĐDŝŶĞƌĂůWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ

ϭϮ

Ϭ͘ϲй

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ϯϯϭ ϭϯ

WƌŝŵĂƌǇDĞƚĂůDĂŶƵĨĂĐƚƵƌŝŶŐ

ϭϬ

Ϭ͘ϱй

ͲϬ͘ϭй

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&ĂďƌŝĐĂƚĞĚDĞƚĂůWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ

ϭϴ

Ϭ͘ϵй

Ϭ͘Ϭй

ϯϯϯ ϭϯ

DĂĐŚŝŶĞƌǇDĂŶƵĨĂĐƚƵƌŝŶŐ

ϯϴ

ϭ͘ϵй

ͲϬ͘ϭй

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ϯϯϰ ϭϯ

ŽŵƉƵƚĞƌĂŶĚůĞĐƚƌŽŶŝĐWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ

ϰϵ

Ϯ͘ϰй

Ϭ͘Ϭй

ϭϬ

ϭϰ

ϭϱ

ϯϯϱ ϭϯ

ůĞĐƚƌŝĐĂůƋƵŝƉŵĞŶƚ͕ƉƉůŝĐĂŶĐĞ͕ĂŶĚŽŵƉŽŶĞŶƚ

DĂŶƵĨĂĐƚƵƌŝŶŐ

dƌĂŶƐƉŽƌƚĂƚŝŽŶƋƵŝƉŵĞŶƚDĂŶƵĨĂĐƚƵƌŝŶŐ

Ϯϯ

ϭ͘ϭй

Ϭ͘Ϯй

ϰϴ

Ϯ͘ϰй

Ϭ͘ϯй

ϮϬ

ϯϯϳ ϭϯ

&ƵƌŶŝƚƵƌĞĂŶĚZĞůĂƚĞĚWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ

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DŝƐĐĞůůĂŶĞŽƵƐDĂŶƵĨĂĐƚƵƌŝŶŐ

ϯϵ

ϭ͘ϵй

Ϭ͘ϭй

ϭϮ

ϰϮϯ ϭϯ

DĞƌĐŚĂŶƚtŚŽůĞƐĂůĞƌƐ͕ƵƌĂďůĞ'ŽŽĚƐ

ϵϵ

ϰ͘ϵй

ͲϬ͘ϲй

Ϯϯ

ϰϮϰ ϭϯ

DĞƌĐŚĂŶƚtŚŽůĞƐĂůĞƐ͕EŽŶĚƵƌĂďůĞ'ŽŽĚƐ

ϵϮ

ϰ͘ϱй

ͲϬ͘ϯй

ϭϮ

ϭϰ

ϯϳ

ϰϮϱ ϭϯ

tŚŽůĞƐĂůĞůĞĐƚƌŝĐDĂƌŬĞƚƐĂŶĚŐĞŶƚĂŶĚƌŽŬĞƌƐ

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Ϭ͘Ϭй

ϰϰϭ ϭϯ

DŽƚŽƌsĞŚŝĐůĞĂŶĚWĂƌƚƐĞĂůĞƌƐ

ϭϱ

Ϭ͘ϳй

Ϭ͘Ϭй

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&ƵƌŶŝƚƵƌĞĂŶĚ,ŽŵĞ&ƵƌŶŝƐŚŝŶŐ^ƚŽƌĞƐ

Ϭ͘Ϭй

ϰϰϯ ϭϯ

DŝƐĐĞůůĂŶĞŽƵƐZĞƉĂŝƌ^ĞƌǀŝĐĞƐ

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ůĞĐƚƌŽŶŝĐƐĂŶĚƉƉůŝĂŶĐĞ^ƚŽƌĞƐ

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Ϭ͘ϭй

Ϭ͘Ϭй

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,ĞĂůƚŚĂŶĚWĞƌƐŽŶĂůĂƌĞ^ƚŽƌĞƐ

Ϭ͘ϰй

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'ĂƐŽůŝŶĞ^ƚĂƚŝŽŶƐ

ϭϬ

Ϭ͘ϱй

Ϭ͘ϯй

ϰϰϴ ϭϯ

ůŽƚŚŝŶŐĂŶĚůŽƚŚŝŶŐĐĐĞƐƐŽƌŝĞƐ^ƚŽƌĞƐ

Ϭ͘ϰй

Ϭ͘Ϯй

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E/^

Kϭϭ

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dZE^Ͳ

d/KE^ ϭϰ

>ZE'ZEd

dK&dKZK:

^KEZYh^d

/Es^d/'d/KE^ ϯ

ϰϱϭ ϭϯ

^ƉŽƌƚŝŶŐ'ŽŽĚƐ͕,ŽďďǇ͕ŽŽŬ͕ĂŶĚDƵƐŝĐ^ƚŽƌĞƐ

Ϭ͘ϭй

ϰϱϮ ϭϯ

'ĞŶĞƌĂůDĞƌĐŚĂŶĚŝƐĞ^ƚŽƌĞƐ

Ϭ͘Ϯй

Ϭ͘Ϭй

ϰϱϯ ϭϯ

DŝƐĐĞůůĂŶĞŽƵƐ^ƚŽƌĞZĞƚĂŝůĞƌƐ

ϭϮ

Ϭ͘ϲй

Ϭ͘ϱй

ϰϱϰ ϭϯ

EŽŶƐƚŽƌĞZĞƚĂŝůĞƌƐ

Ϯϴ

ϭ͘ϰй

Ϭ͘ϯй

ϰϴϭ ϭϯ

ŝƌdƌĂŶƐƉŽƌƚĂƚŝŽŶ

Ϭ͘Ϯй

Ϭ͘ϭй

ϰϴϯ ϭϯ

tĂƚĞƌdƌĂŶƐƉŽƌƚĂƚŝŽŶ

Ϭ͘ϭй

Ϭ͘Ϭй

ϰϴϰ ϭϯ

dƌƵĐŬdƌĂŶƐƉŽƌƚĂƚŝŽŶ

Ϭ͘ϯй

Ϭ͘ϭй

ϰϴϱ ϭϯ

dƌĂŶƐŝƚĂŶĚ'ƌŽƵŶĚdƌĂŶƐƉŽƌƚĂƚŝŽŶ

Ϭ͘ϭй

Ϭ͘Ϭй

ϰϴϲ ϭϯ

WŝƉĞůŝŶĞdƌĂŶƐƉŽƌƚĂƚŝŽŶ

ϭϵ

Ϭ͘ϵй

ͲϬ͘Ϯй

ϰϴϳ ϭϯ

^ĐĞŶŝĐĂŶĚ^ŝŐŚƚƐĞĞŝŶŐdƌĂŶƐƉŽƌƚĂƚŝŽŶ

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ϰϴϴ ϭϯ

^ƵƉƉŽƌƚĐƚŝƚŝǀŝĞƐĨŽƌdƌĂŶƐƉŽƌƚĂƚŝŽŶ

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ϭ͘ϯй

Ϭ͘ϱй

Ϭ͘ϯй

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ϰϵϮ ϭϯ ŽƵƌŝĞƌƐ

ϰϵϯ ϭϯ

tĂƌĞŚŽƵƐŝŶŐĂŶĚ^ƚŽƌĂŐĞ

Ϭ͘Ϯй

ͲϬ͘Ϯй

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WƵďůŝƐŚŝŶŐ/ŶĚƵƐƚƌŝĞƐ;ĞǆĐĞƉƚ/ŶƚĞƌŶĞƚͿ

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ϲ͘ϱй

Ϭ͘Ϯй

ϭϬ

ϭϭ

ϰϮ

ϱϭϮ ϭϯ

DŽƚŝŽŶWŝĐƚƵƌĞƐĂŶĚ^ŽƵŶĚZĞĐŽƌĚŝŶŐ/ŶĚƵƐƚƌŝĞƐ

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Ϭ͘Ϭй

ϱϭϱ ϭϯ

ƌŽĂĚĐĂƐƚŝŶŐ;ĞǆĐĞƉƚ/ŶƚĞƌŶĞƚͿ

ϭϭ

Ϭ͘ϱй

ͲϬ͘ϭй

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ϭ͘Ϭй

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/ŶƚĞƌŶĞƚ^ĞƌǀŝĐĞWƌŽǀŝĚĞƌƐ͕tĞď^ĞĂƌĐŚWŽƌƚĂůƐ͕ĂŶĚĂƚĂ

WƌŽĐĞƐƐŝŶŐ^ĞƌǀŝĐĞƐ

KƚŚĞƌ/ŶĨŽƌŵĂƚŝŽŶ^ĞƌǀŝĐĞƐ

ϴϬ

ϯ͘ϵй

Ϭ͘ϲй

Ϯϲ

ϭ͘ϯй

ͲϬ͘ϭй

ƌĞĚŝƚ/ŶƚĞƌŵĞĚŝĂƚŝŽŶĂŶĚZĞůĂƚĞĚĐƚŝǀŝƚŝĞƐ

ϰϯ

Ϯ͘ϭй

ͲϬ͘ϰй

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ϱϭϳ ϭϯ dĞůĞĐŽŵŵƵŶŝĐĂƚŝŽŶƐ

ϱϭϴ ϭϯ

ϱϭϵ ϭϯ

ϱϮϮ ϭϯ

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dZE^Ͳ

d/KE^ ϭϰ

>ZE'ZEd

dK&dKZK:

^KEZYh^d

/Es^d/'d/KE^ ϯ

^ĞĐƵƌŝƚŝƚĞƐ͕ŽŵŵŽĚŝƚǇŽŶƚƌĂĐƚƐ͕ĂŶĚKƚŚĞƌ&ŝŶĂŶĐŝĂů

/ŶǀĞƐƚŵĞŶƚƐĂŶĚZĞůĂƚĞĚĐƚŝǀŝƚŝĞƐ

/ŶƐƵƌĂŶĐĞĂƌƌŝĞƌƐĂŶĚZĞůĂƚĞĚĐƚŝƚŝǀŝƚŝĞƐ

ϲϬ

ϯ͘Ϭй

Ϭ͘ϳй

ϯϭ

ϳϲ

ϯ͘ϳй

Ϭ͘Ϯй

ϯϵ

ϱϮϱ ϭϯ

&ƵŶĚƐ͕dƌƵƐƚƐ͕ĂŶĚKƚŚĞƌ&ŝŶĂŶĐŝĂůsĞŚŝĐůĞƐ

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Ϭ͘ϭй

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ZĞĂůƐƚĂƚĞ

ϭϯ

Ϭ͘ϲй

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ZĞŶƚĂůĂŶĚ>ĞĂƐŝŶŐ^ĞƌǀŝĐĞƐ

ϮϬ

ϭ͘Ϭй

Ϭ͘Ϯй

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>ĞƐƐŽƌƐŽĨEŽŶĨŝŶĂŶĐŝĂů/ŶƚĂŶŐŝďůĞƐƐĞƚƐ;ĞǆĐĞƉƚŽƉǇƌŝŐŚƚĞĚ

tŽƌŬƐͿ

WƌŽĨĞƐƐŝŽŶĂů͕^ĐŝĞŶƚŝĨŝĐ͕ĂŶĚdĞĐŚŶŝĐĂů^ĞƌǀŝĐĞƐ

ϭϲ

Ϭ͘ϴй

ͲϬ͘ϭй

ϱϮϯ ϭϯ

ϱϮϰ ϭϯ

ϱϰϭ ϭϯ

ϮϬϭ

ϵ͘ϵй

ͲϬ͘ϳй

ϭϮ

ϭϯ

ϱϱ

ϱϱϭ ϭϯ

DĂŶĂŐĞŵĞŶƚŽŵƉĂŶŝĞƐĂŶĚŶƚĞƌƉƌŝƐĞƐ

Ϭ͘ϰй

ϱϲϭ ϭϯ

ĚŵŝŶŝƐƚƌĂƚŝǀĞĂŶĚ^ƵƉƉŽƌƚ^ĞƌǀŝĐĞƐ

ϲϭ

ϯ͘Ϭй

Ϭ͘ϰй

ϭϭ

ϱϲϮ ϭϯ

tĂƐƚĞDĂŶĂŐĞŵĞŶƚĂŶĚZĞŵĞĚŝĂƚŝŽŶ^ĞƌǀŝĐĞƐ

ϭϭ

Ϭ͘ϱй

ͲϬ͘ϭй

ϲϭϭ ϭϯ

ĚƵĐĂƚŝŽŶĂů^ĞƌǀŝĐĞƐ

ϮϮ

ϭ͘ϭй

Ϭ͘Ϯй

ϲϮϭ ϭϯ

ŵďƵůĂƚŽƌǇ,ĞĂůƚŚĂƌĞ^ĞƌǀŝĐĞƐ

ϱϮ

Ϯ͘ϲй

Ϭ͘ϭй

ϭϵ

ϲϮϮ ϭϯ ,ŽƐƉŝƚĂůƐ

ϭϱ

Ϭ͘ϳй

ͲϬ͘ϵй

ϭϬ

ϭϯ

ϲϮϯ ϭϯ

EƵƌƐŝŶŐĂƌĞ&ĂĐŝůŝƚŝĞƐ

Ϭ͘ϭй

Ϭ͘Ϭй

ϲϮϰ ϭϯ

^ŽĐŝĂůƐƐŝƐƚĂŶĐĞ

Ϭ͘Ϭй

ϳϭϭ ϭϯ

WĞƌĨŽƌŵŝŶŐƌƚƐ͕^ƉĞĐƚŽƌ^ƉŽƌƚƐ͕ĂŶĚZĞůĂƚĞĚ/ŶĚƵƐƚƌŝĞƐ

Ϭ͘ϰй

Ϭ͘Ϭй

ϳϭϯ ϭϯ

ŵƵƐĞŵĞŶƚ͕'ĂŵďůŝŶŐ͕ĂŶĚZĞĐƌĞĂƚŝŽŶ/ŶĚƵƐƚƌŝĞƐ

ϭϴ

Ϭ͘ϵй

ͲϬ͘ϭй

ϭϱ

Ϭ͘ϳй

Ϭ͘ϯй

ϳϮϭ ϭϯ ĐĐŽŵŵŽĚĂƚŝŽŶ

ϳϮϮ ϭϯ

&ŽŽĚ^ĞƌǀŝĐĞƐĂŶĚƌŝŶŬŝŶŐWůĂĐĞƐ

ϯϭ

ϭ͘ϱй

Ϭ͘ϰй

ϭϬ

ϴϭϭ ϭϯ

ZĞƉĂŝƌƐĂŶĚDĂŝŶƚĞŶĂŶĐĞ

ϭϭ

Ϭ͘ϱй

Ϭ͘ϭй

ϴϭϮ ϭϯ

WĞƌƐŽŶĂůĂŶĚ>ĂƵŶĚƌǇ^ĞƌǀŝĐĞƐ

ϭϬ

Ϭ͘ϱй

Ϭ͘Ϯй

d>y/

&/^>zZϮϬϭϵ ϭ

/Eh^dZz'ZKhWK&Yh/ZEd/d/^

ϯ/'/d

E/^

K ϭϭ

ϵϵϵ ϭϯ

/Eh^dZz^Z/Wd/KE

EŽŶĐůĂƐƐŝĨŝĐĂďůĞƐƚĂďůŝƐŚŵĞŶƚƐ

EhDZ

WZEd

K&dKd>

Ϭ͘ϭй

Ϯ͕ϬϯϬ

ϭϬϬ͘Ϭй

йWK/Ed^

,E'

&ZKD&z

ϮϬϭϴ ϭϮ

dKd>

EhDZK&

ϯ/'/d

/EdZͲ

/Eh^dZz

dZE^Ͳ

d/KE^ ϭϰ

Ϭ͘ϭй

ϭϰϵ

ϴϴ

Ϯϯϳ

ϯϬ

ϯϭ

ϲϭ

ϲϯϴ

>ZE'ZEd

dK&dKZK:

^KEZYh^d

/Es^d/'d/KE^ ϯ

ϭ&ŝƐĐĂůǇĞĂƌϮϬϭϵĨŝŐƵƌĞƐŝŶĐůƵĚĞƚƌĂŶƐĂĐƚŝŽŶƐƌĞƉŽƌƚĞĚďĞƚǁĞĞŶKĐƚŽďĞƌϭ͕ϮϬϭϴĂŶĚ^ĞƉƚĞŵďĞƌϯϬ͕ϮϬϭϵ͘

ϮdŚĞƐŝǌĞŽĨƚƌĂŶƐĂĐƚŝŽŶŝƐďĂƐĞĚŽŶƚŚĞĂŐŐƌĞŐĂƚĞƚŽƚĂůĂŵŽƵŶƚŽĨǀŽƚŝŶŐƐĞĐƵƌŝƚŝĞƐ͕ŶŽŶͲĐŽƌƉŽƌĂƚĞŝŶƚĞƌĞƐƚƐĂŶĚͬŽƌĂƐƐĞƚƐŚĞůĚďǇƚŚĞĂĐƋƵŝƌŝŶŐƉĞƌƐŽŶĂƐĂƌĞƐƵůƚŽĨƚŚĞ

ƚƌĂŶƐĂĐƚŝŽŶĂŶĚĂƌĞƚĂŬĞŶĨƌŽŵƚŚĞƌĞƐƉŽŶƐĞƚŽ/ƚĞŵϮ;ĚͿ;ŝŝŝͿ͕Ϯ;ĚͿ;ǀŝŝͿ͕ĂŶĚϮ;ĚͿ;ŝǆͿŽĨƚŚĞEŽƚŝĨŝĐĂƚŝŽŶĂŶĚZĞƉŽƌƚ&Žƌŵ͘

ϯdŚĞƐĞƐƚĂƚŝƐƚŝĐƐĂƌĞďĂƐĞĚŽŶƚŚĞĚĂƚĞƚŚĞ^ĞĐŽŶĚZĞƋƵĞƐƚǁĂƐŝƐƐƵĞĚ͘

ϰƵƌŝŶŐĨŝƐĐĂůǇĞĂƌϮϬϭϵ͕Ϯ͕ϬϴϵƚƌĂŶƐĂĐƚŝŽŶƐǁĞƌĞƌĞƉŽƌƚĞĚƵŶĚĞƌƚŚĞ,^ZWƌĞŵĞƌŐĞƌEŽƚŝĨŝĐĂƚŝŽŶƉƌŽŐƌĂŵ͘dŚĞƐŵĂůůĞƌŶƵŵďĞƌ͕Ϯ͕ϬϯϬ͕ƌĞĨůĞĐƚƐƚŚĞĂĚũƵƐƚŵĞŶƚƐƚŽĞůŝŵŝŶĂƚĞƚŚĞ

ĨŽůůŽǁŝŶŐƚǇƉĞƐŽĨƚƌĂŶƐĂĐƚŝŽŶƐ͗;ϭͿƚƌĂŶƐĂĐƚŝŽŶƐƌĞƉŽƌƚĞĚƵŶĚĞƌ^ĞĐƚŝŽŶϳ;ĐͿ;ϲͿĂŶĚ;ĐͿ;ϴͿ;ƚƌĂŶƐĂĐƚŝŽŶƐŝŶǀŽůǀŝŶŐĐĞƌƚĂŝŶƌĞŐƵůĂƚĞĚŝŶĚƵƐƚƌŝĞƐĂŶĚĨŝŶĂŶĐŝĂůďƵƐŝŶĞƐƐĞƐͿ͖;ϮͿ

ƚƌĂŶƐĂĐƚŝŽŶƐĚĞĞŵĞĚŶŽŶͲƌĞƉŽƌƚĂďůĞ͖;ϯͿŝŶĐŽŵƉůĞƚĞƚƌĂŶƐĂĐƚŝŽŶƐ;ŽŶůǇŽŶĞƉĂƌƚǇŝŶĞĂĐŚƚƌĂŶƐĂĐƚŝŽŶĨŝůĞĚĂĐŽŵƉůŝĂŶƚŶŽƚŝĨŝĐĂƚŝŽŶͿ͖ĂŶĚ;ϰͿƚƌĂŶƐĂĐƚŝŽŶƐǁŝƚŚĚƌĂǁŶďĞĨŽƌĞƚŚĞ

ǁĂŝƚŝŶŐƉĞƌŝŽĚďĞŐĂŶ͘dŚĞƚĂďůĞĚŽĞƐŶŽƚ͕ŚŽǁĞǀĞƌ͕ĞǆĐůƵĚĞĐŽŵƉĞƚŝŶŐŽĨĨĞƌƐŽƌŵƵůƚŝƉůĞ,^ZƚƌĂŶƐĂĐƚŝŽŶƐƌĞƐƵůƚŝŶŐĨƌŽŵĂƐŝŶŐůĞďƵƐŝŶĞƐƐƚƌĂŶƐĂĐƚŝŽŶ;ǁŚĞƌĞƚŚĞƌĞĂƌĞŵƵůƚŝƉůĞ

ĂĐƋƵŝƌŝŶŐƉĞƌƐŽŶƐŽƌĂĐƋƵŝƌĞĚƉĞƌƐŽŶƐͿ͘

ϱdŚĞƚŽƚĂůŶƵŵďĞƌŽĨĨŝůŝŶŐƐƵŶĚĞƌΨϱϬDƐƵďŵŝƚƚĞĚŝŶ&ŝƐĐĂůzĞĂƌϮϬϭϵƌĞĨůĞĐƚƐĐŽƌƌĞĐƚŝǀĞĨŝůŝŶŐƐ͘

ϲ/Ŷ&ĞďƌƵĂƌǇϮϬϬϭ͕ůĞŐŝƐůĂƚŝŽŶƌĂŝƐĞĚƚŚĞƐŝǌĞŽĨƚƌĂŶƐĂĐƚŝŽŶĨƌŽŵΨϭϱŵŝůůŝŽŶƚŽΨϱϬŵŝůůŝŽŶǁŝƚŚĂŶŶƵĂůĂĚũƵƐƚŵĞŶƚƐďĞŐŝŶŶŝŶŐŝŶ&ĞďƌƵĂƌǇϮϬϬϱ͘ƐŽĨ&zϮϬϭϳ͕ƚŚĞƚŚƌĞƐŚŽůĚ

ĐĂƚĞŐŽƌŝĞƐŝŶĐůƵĚĞŶŽŶͲĐŽƌƉŽƌĂƚĞŝŶƚĞƌĞƐƚƐ;E/Ϳ͕ĞŶĐŽŵƉĂƐƐŝŶŐƚƌĂŶƐĂĐƚŝŽŶƐŝŶǁŚŝĐŚƚŚĞĂĐƋƵŝƌŝŶŐĞŶƚŝƚǇĂĐƋƵŝƌĞƐϱϬйŽĨŵŽƌĞŽĨƚŚĞŶŽŶͲĐŽƌƉŽƌĂƚĞŝŶƚĞƌĞƐƚƐŽĨƚŚĞĂĐƋƵŝƌĞĚ

ĞŶƚŝƚǇ͘

ϳdŚĞĐĂƚĞŐŽƌǇůĂďĞůĞĚ͞^ĂůĞƐEŽƚǀĂŝůĂďůĞ͟ŝŶĐůƵĚĞƐŶĞǁůǇͲĨŽƌŵĞĚĂĐƋƵŝƌŝŶŐƉĞƌƐŽŶƐ͕ĨŽƌĞŝŐŶĂĐƋƵŝƌŝŶŐƉĞƌƐŽŶǁŝƚŚŶŽhŶŝƚĞĚ^ƚĂƚĞƐƌĞǀĞŶƵĞƐ͕ĂŶĚĂĐƋƵŝƌŝŶŐƉĞƌƐŽŶƐǁŚŽŚĂĚ

ŶŽƚĚĞƌŝǀĞĚĂŶǇƌĞǀĞŶƵĞƐĨƌŽŵƚŚĞŝƌŝŶǀĞƐƚŵĞŶƚƐĂƚƚŚĞƚŝŵĞŽĨĨŝůŝŶŐ͘

ϴƐƐĞƚƐŽĨĂŶĂĐƋƵŝƌĞĚĞŶƚŝƚǇĂƌĞŶŽƚĂǀĂŝůĂďůĞǁŚĞŶƚŚĞĂĐƋƵŝƌĞĚĞŶƚŝƚǇ͛ƐĨŝŶĂŶĐŝĂůĚĂƚĂŝƐĐŽŶƐŽůŝĚĂƚĞĚǁŝƚŚŝŶŝƚƐƵůƚŝŵĂƚĞƉĂƌĞŶƚ͘

ϵ^ĂůĞƐŽĨĂŶĂĐƋƵŝƌĞĚĞŶƚŝƚǇĂƌĞƚĂŬĞŶĨƌŽŵƌĞƐƉŽŶƐĞƐƚŽ/ƚĞŵϰ;ĂͿĂŶĚ;ďͿ;^ĚŽĐƵŵĞŶƚƐĂŶĚĂŶŶƵĂůƌĞƉŽƌƚƐͿŽƌŝƚĞŵϱ;ĚŽůůĂƌƌĞǀĞŶƵĞƐͿŽĨƚŚĞWƌĞŵĞƌŐĞƌEŽƚŝĨŝĐĂƚŝŽŶĂŶĚ

ZĞƉŽƌƚ&Žƌŵ͘

ϭϬdŚŝƐĐĂƚĞŐŽƌǇŝŶĐůƵĚĞƐĂĐƋƵŝƐŝƚŝŽŶŽĨŶĞǁůǇͲĨŽƌŵĞĚĞŶƚŝƚŝĞƐĨƌŽŵǁŚŝĐŚŶŽƐĂůĞƐǁĞƌĞŐĞŶĞƌĂƚĞĚ͕ĂŶĚĂĐƋƵŝƐŝƚŝŽŶƐŽĨĂƐƐĞƚƐǁŚŝĐŚƉƌŽĚƵĐĞĚŶŽƐĂůĞƐƌĞǀĞŶƵĞƐĚƵƌŝŶŐƚŚĞƉƌŝŽƌ

ǇĞĂƌƚŽĨŝůŝŶŐƚŚĞEŽƚŝĨŝĐĂƚŝŽŶĂŶĚZĞƉŽƌƚ&Žƌŵ͘

ϭϭdŚĞϯͲĚŝŐŝƚĐŽĚĞƐĂƌĞƉĂƌƚŽĨƚŚĞEŽƌƚŚŵĞƌŝĐĂŶ/ŶĚƵƐƚƌŝĂůůĂƐƐŝĨŝĐĂƚŝŽŶ^ǇƐƚĞŵ;E/^ͿĞƐƚĂďůŝƐŚĞĚďǇƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ'ŽǀĞƌŶŵĞŶƚEŽƌƚŚŵĞƌŝĐĂŶ/ŶĚƵƐƚƌŝĂůůĂƐƐŝĨŝĐĂƚŝŽŶ

^ǇƐƚĞŵϭϵϵϳ͕ǆĞĐƵƚŝǀĞKĨĨŝĐĞŽĨƚŚĞWƌĞƐŝĚĞŶƚ͕KĨĨŝĐĞŽĨDĂŶĂŐĞŵĞŶƚĂŶĚƵĚŐĞƚ͘dŚĞE/^ŐƌŽƵƉƐƵƐĞĚŝŶƚŚŝƐƚĂďůĞǁĞƌĞĚĞƚĞƌŵŝŶĞĚĨƌŽŵƌĞƐƉŽŶƐĞƐƐƵďŵŝƚƚĞĚďǇƚŚĞ

ƉĂƌƚŝĞƐƚŽ/ƚĞŵϱŽĨƚŚĞWƌĞŵĞƌŐĞƌEŽƚŝĨŝĐĂƚŝŽŶĂŶĚZĞƉŽƌƚ&Žƌŵ͘

ϭϮdŚŝƐƌĞƉƌĞƐĞŶƚƐƚŚĞĚĞǀŝĂƚŝŽŶĨƌŽŵƚŚĞĨŝƐĐĂůǇĞĂƌϮϬϭϴƉĞƌĐĞŶƚĂŐĞ͘

ϭϯdŚŝƐĐĂƚĞŐŽƌǇŝŶĐůƵĚĞƐƚƌĂŶƐĂĐƚŝŽŶƐďǇŶĞǁůǇͲĨŽƌŵĞĚĞŶƚŝƚŝĞƐ͘

ϭϰdŚĞŝŶƚƌĂͲŝŶĚƵƐƚƌǇƚƌĂŶƐĂĐƚŝŽŶƐĐŽůƵŵŶŝĚĞŶƚŝĨŝĞƐƚŚĞŶƵŵďĞƌŽĨĂĐƋƵŝƐŝƚŝŽŶƐŝŶǁŚŝĐŚďŽƚŚƚŚĞĂĐƋƵŝƌŝŶŐĂŶĚĂĐƋƵŝƌĞĚƉĞƌƐŽŶĚĞƌŝǀĞĚƌĞǀĞŶƵĞƐĨƌŽŵƚŚĞƐĂŵĞϯͲĚŝŐŝƚE/^

ĐŽĚĞ͘

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