# )ൾൽൾඋൺඅ7උൺൽൾ&ඈආආංඌඌංඈඇ (2019) > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/agency%3Aftc%3Acb2590fc9df5d6ff ## Record - **Collection:** Agency decision - **Document type:** Agency decision ## Text )ൾൽൾඋൺඅ7උൺൽൾ&ඈආආංඌඌංඈඇ 'ൾඉൺඋඍආൾඇඍඈൿ-ඎඌඍංർൾ %ඎඋൾൺඎඈൿ&ඈආඉൾඍංඍංඈඇ $ඇඍංඍඋඎඌඍ'ංඏංඌංඈඇ 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 0 2010 2011 2012 2013 (Figure 1) 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. 2 To avoid double-counting, this Report includes only those merger enforcement actions in which the Commission or the Antitrust Division took its first public action during fiscal year 2019. 2 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. 3 See https://www.ftc.gov/enforcement/premerger-notification-program. 3 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. 4 See https://www.ftc.gov/news-events/blogs/terms/368. 43 Fed. Reg. 33450 (July 31, 1978). 6 See https://www.ftc.gov/enforcement/premerger-notification-program/statute-rules-and-formalinterpretations/statements-basis-purpose. 5 4 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 7 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”). 8 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. 9 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. 5 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% 3.7% 3.5% 3.2% 3.5% Percent of Transactions 3.0% 2.7% 3.0% 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 6 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) 10 The information on the value of reported adjusted transactions for fiscal year 2019 is drawn from a database maintained by the Premerger Notification Office. 11 The category designated as “Other” consists of industry segments that include construction, educational services, performing arts, recreation, and other non-classifiable businesses. 7 DEVELOPMENTS WITHIN THE PREMERGER PROGRAM 1. Threshold Adjustments The 2000 amendments to the HSR Act require the Commission to publish adjustments to the Act’s jurisdictional and filing fee thresholds 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. 2. Compliance The Commission and the Antitrust Division continued to monitor compliance with the premerger notification program’s filing and waiting period requirements, and initiated a number of compliance investigations in fiscal year 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- 12 84 Fed. Reg. 7369 (March 4, 2019). 15 U.S.C. §18a(a). See Pub. L. No. 106-553, 114 Stat. 2762. 14 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)). 15 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. 13 8 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. 16 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. 17 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. 18 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. 9 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 19 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). 21 United States v. Gray Television, Inc. and Raycom Media, Inc., No. 1:18-cv-02951 (D.D.C. filed Dec. 14, 2018). 22 DMAs are industry-recognized geographic boundaries used in evaluating television audience size and demographic composition. 23 United States v. Thales S.A. and Gemalto N.V., No. 1:19-cv-00569 (D.D.C. filed Feb. 28, 2019). 20 10 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. 24 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). 25 United States v. Harris Corp. and L3 Technologies, Inc., No. 1:19-cv-01809 (D.D.C. filed June 20, 2019). 26 United States v. Amcor Limited and Bemis Co., Inc., No. 1:19-cv-01592 (D.D.C. filed Sep. 11, 2019). 11 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. 27 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). 28 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). 29 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). 12 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. 30 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. 32 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. 31 13 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 33 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. 34 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. 35 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. 14 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 36 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. 37 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. 38 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. 15 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 39 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. 40 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. 41 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. 16 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 42 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. 17 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. 18 >/^dK&WWE/^ ƉƉĞŶĚŝdž͗ ^ƵŵŵĂƌLJŽĨdƌĂŶƐĂĐƚŝŽŶƐ͕&ŝƐĐĂůzĞĂƌƐϮϬϭϬͲϮϬϭϵ ƉƉĞŶĚŝdž͗ EƵŵďĞƌŽĨdƌĂŶƐĂĐƚŝŽŶƐZĞƉŽƌƚĞĚĂŶĚ&ŝůŝŶŐƐZĞĐĞŝǀĞĚďLJDŽŶƚŚĨŽƌ&ŝƐĐĂů zĞĂƌƐϮϬϭϬͲϮϬϭϵ >/^dK&y,//d^ džŚŝďŝƚ͗ ^ƚĂƚŝƐƚŝĐĂůdĂďůĞƐĨŽƌ&ŝƐĐĂůzĞĂƌϮϬϭϵʹĂƚĂWƌŽĨŝůŝŶŐ,ĂƌƚͲ ^ĐŽƚƚͲZŽĚŝŶŽEŽƚŝĨŝĐĂƚŝŽŶ&ŝůŝŶŐƐĂŶĚŶĨŽƌĐĞŵĞŶƚ/ŶƚĞƌĞƐƚƐ WWE/y ^hDDZzK&dZE^d/KE^ &/^>zZ^ϮϬϭϬʹϮϬϭϵ 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 42 55 49 47 51 47 54 51 45 61 20 24 20 25 30 20 25 33 26 30 1.8% 1.7% 1.4% 1.9% 1.9% 1.1% 1.4% 1.7% 1.3% 1.5% 22 31 29 22 21 27 29 18 19 31 2.0% 2.2% 2.1% 1.7% 1.3% 1.5% 1.6% 0.9% 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. WWE/y EhDZK&dZE^d/KE^ZWKZdE &/>/E'^Z/szDKEd, &KZ &/^>zZ^ϮϬϭϬͲϮϬϭϵ     APPENDIXB TABLE1.NUMBEROFTRANSACTIONSREPORTEDBYMONTHFORFISCALYEARS  2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 October 66 128 122 127 124 144 168 163 174 211 November 135 217 169 260 159 157 243 215 207 254 December 84 91 95 92 108 122 157 148 160 157 January 62 97 104 78 125 118 117 153 170 150 February 61 81 90 82 114 140 127 153 141 145 March 116 97 111 87 100 128 125 146 178 156 April 92 96 96 77 140 131 129 150 140 163 May 108 142 117 117 157 152 168 209 222 191 June 108 117 142 90 150 155 150 191 177 161 July 94 120 130 91 162 170 140 146 180 170 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 126 188 203 151 244 244 236 307 316 287 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   1 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 d>/ &/^>zZϮϬϭϵϭ Ϯ Yh/^/d/KE^z^/K&dZE^d/KE;z^/ZE'Ϳ ,^ZdZE^d/KE^ dZE^d/KEZE' ;ΨD/>>/KE^Ϳ EhDZ ϰ WZEd ^KEZYh^d/Es^d/'d/KE^ ϯ >ZE'ZEddK&dKZK: EhDZ WZEdK&dZE^d/KE ZE''ZKhW EhDZ WZEdK&dZE^d/KE ZE''ZKhW &d K: &d K: dKd> &d K: &d K: dKd> ϱϬDͲϭϬϬD ϱ ϳϴ ϯ͘ϴй ϯ Ϯ ϯ͘ϴй Ϯ͘ϲй ϲ͘ϰй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй ϭϬϬDͲϭϱϬD ϱ ϯϯϳ ϭϲ͘ϲй ϭϯ ϭϲ ϯ͘ϵй ϰ͘ϳй ϴ͘ϲй Ϭ ϱ Ϭ͘Ϭй ϭ͘ϱй ϭ͘ϱй ϭϱϬDͲϮϬϬD ϱ ϯϬϮ ϭϰ͘ϵй Ϯϭ ϱ ϳ͘Ϭй ϭ͘ϳй ϴ͘ϲй Ϯ Ϭ Ϭ͘ϳй Ϭ͘Ϭй Ϭ͘ϳй ϮϬϬDͲϯϬϬD ϱ Ϯϲϯ ϭϯ͘Ϭй ϭϵ ϲ ϳ͘Ϯй Ϯ͘ϯй ϵ͘ϱй ϭ Ϭ Ϭ͘ϰй Ϭ͘Ϭй Ϭ͘ϰй ϯϬϬDͲϱϬϬD ϱ ϯϬϯ ϭϰ͘ϵй ϭϯ ϭϯ ϰ͘ϯй ϰ͘ϯй ϴ͘ϲй ϯ ϯ ϭ͘Ϭй ϭ͘Ϭй Ϯ͘Ϭй ϱϬϬDͲϭϬϬϬDϱ ϰϳϲ Ϯϯ͘ϰй ϯϯ ϮϬ ϲ͘ϵй ϰ͘Ϯй ϭϭ͘ϭй ϵ ϭϬ ϭ͘ϵй Ϯ͘ϭй ϰ͘Ϭй KǀĞƌϭϬϬϬD ϱ Ϯϳϭ ϭϯ͘ϯй ϰϳ Ϯϲ ϭϳ͘ϯй ϵ͘ϲй Ϯϲ͘ϵй ϭϱ ϭϯ ϱ͘ϱй ϰ͘ϴй ϭϬ͘ϯй >>dZE^d/KE^ Ϯ͕ϬϯϬ ϭϬϬ͘Ϭй ϭϰϵ ϴϴ ϳ͘ϯй ϰ͘ϯй ϭϭ͘ϳй ϯϬ ϯϭ ϭ͘ϱй ϭ͘ϱй ϯ͘Ϭй d>// &/^>zZϮϬϭϵϭ Yh/^/d/KE^z^/K&dZE^d/KE;hDh>d/sͿϮ ,^ZdZE^d/KE^ dZE^d/KEZE' ;ΨD/>>/KE^Ϳ EhDZ ϰ WZEd ^KEZYh^d/Es^d/'d/KE^ ϯ >ZE'ZEddK&dKZK: EhDZ WZEd'K&dKd> EhDZK& >ZE^ EhDZ WZEd'K&dKd> EhDZK&^KE ZYh^d^ &d K: &d K: dKd> &d K: &d K: dKd> >^^d,EϱϬDϱ Ϭ Ϭ͘Ϭй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй >^^d,EϭϬϬD ϱ ϳϴ ϯ͘ϴй ϯ Ϯ ϭ͘ϯй Ϭ͘ϴй Ϯ͘ϭй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй >^^d,EϭϱϬD ϱ ϰϭϱ ϮϬ͘ϰй ϭϲ ϭϴ ϲ͘ϴй ϳ͘ϲй ϭϰ͘ϯй Ϭ ϱ Ϭ͘Ϭй ϴ͘Ϯй ϴ͘Ϯй >^^d,EϮϬϬD ϱ ϳϭϳ ϯϱ͘ϯй ϯϳ Ϯϯ ϭϱ͘ϲй ϵ͘ϳй Ϯϱ͘ϯй Ϯ ϱ ϯ͘ϯй ϴ͘Ϯй ϭϭ͘ϱй >^^d,EϯϬϬD ϱ ϵϴϬ ϰϴ͘ϯй ϱϲ Ϯϵ Ϯϯ͘ϲй ϭϮ͘Ϯй ϯϱ͘ϵй ϯ ϱ ϰ͘ϵй ϴ͘Ϯй ϭϯ͘ϭй >^^d,EϱϬϬD ϱ ϭ͕Ϯϴϯ ϲϯ͘Ϯй ϲϵ ϰϮ Ϯϵ͘ϭй ϭϳ͘ϳй ϰϲ͘ϴй ϲ ϴ ϵ͘ϴй ϭϯ͘ϭй Ϯϯ͘Ϭй >^^d,EϭϬϬϬD ϱ ϭ͕ϳϱϭ ϴϲ͘ϯй ϭϬϭ ϲϭ ϰϮ͘ϲй Ϯϱ͘ϳй ϲϴ͘ϰй ϭϰ ϭϴ Ϯϯ͘Ϭй Ϯϵ͘ϱй ϱϮ͘ϱй >>dZE^d/KE^ Ϯ͕ϬϯϬ ϭϰϵ ϴϴ ϲϮ͘ϵй ϯϳ͘ϭй ϭϬϬ͘Ϭй ϯϬ ϯϭ ϰϵ͘Ϯй ϱϬ͘ϴй ϭϬϬ͘Ϭй d>/// &/^>zZϮϬϭϵϭ dZE^d/KE^/EsK>s/E'd,'ZEd/E'K&>ZEz'Ez >ZE'ZEd^WZEd'K&͗ >ZE^ 'ZEddK 'Ez dZE^d/KEZE' ;ΨD/>>/KE^Ϳ dZE^d/KE^/E, dZE^d/KEZE' 'ZKhW dKd>EhDZK& >ZE^WZ 'Ez dKd>EhDZK& >ZE^'ZEd &d K: dKd> &d K: dKd> &d K: &d K: dKd> ϱϬDͲϭϬϬD ϱ ϯ Ϯ ϱ ϯ͘ϴй Ϯ͘ϲй ϲ͘ϰй Ϯ͘Ϭй Ϯ͘ϯй ϭ͘ϯй Ϭ͘ϴй Ϯ͘ϭй ϭϬϬDͲϭϱϬD ϱ ϭϯ ϭϲ Ϯϵ ϯ͘ϵй ϰ͘ϳй ϴ͘ϲй ϴ͘ϳй ϭϴ͘Ϯй ϱ͘ϱй ϲ͘ϴй ϭϮ͘Ϯй ϭϱϬDͲϮϬϬD ϱ Ϯϭ ϱ Ϯϲ ϳ͘Ϭй ϭ͘ϳй ϴ͘ϲй ϭϰ͘ϭй ϱ͘ϳй ϴ͘ϵй Ϯ͘ϭй ϭϭ͘Ϭй ϮϬϬDͲϯϬϬD ϱ ϭϵ ϲ Ϯϱ ϳ͘Ϯй Ϯ͘ϯй ϵ͘ϱй ϭϮ͘ϴй ϲ͘ϴй ϴ͘Ϭй Ϯ͘ϱй ϭϬ͘ϱй ϯϬϬDͲϱϬϬD ϱ ϭϯ ϭϯ Ϯϲ ϰ͘ϯй ϰ͘ϯй ϴ͘ϲй ϴ͘ϳй ϭϰ͘ϴй ϱ͘ϱй ϱ͘ϱй ϭϭ͘Ϭй ϱϬϬDͲϭϬϬϬDϱ ϯϯ ϮϬ ϱϯ ϲ͘ϵй ϰ͘Ϯй ϭϭ͘ϭй ϮϮ͘ϭй ϮϮ͘ϳй ϭϯ͘ϵй ϴ͘ϰй ϮϮ͘ϰй KǀĞƌϭϬϬϬD ϱ ϰϳ Ϯϲ ϳϯ ϭϳ͘ϯй ϵ͘ϲй Ϯϲ͘ϵй ϯϭ͘ϱй Ϯϵ͘ϱй ϭϵ͘ϴй ϭϭ͘Ϭй ϯϬ͘ϴй >>dZE^d/KE^ ϭϰϵ ϴϴ Ϯϯϳ ϳ͘ϯй ϰ͘ϯй ϭϭ͘ϳй ϭϬϬ͘Ϭй ϭϬϬ͘Ϭй ϲϮ͘ϵй ϯϳ͘ϭй ϭϬϬ͘Ϭй d>/s &/^>zZϮϬϭϵϭ dZE^d/KE^/Et,/,^KEZYh^d^tZ/^^h dZE^d/KEZE' ;ΨD/>>/KE^Ϳ ^KEZYh^d^/^^h^WZEd'K&͗ /Es^d/'d/KE^/E t,/,^KE ZYh^dt^ /^^hϯ dKd>EhDZK& dZE^d/KE^ dKd>EhDZK& ^KEZYh^d /Es^d/'d/KE^ dZE^d/KE^/E, dZE^d/KEZE' 'ZKhW &d K: dKd> &d K: dKd> &d K: dKd> &d K: dKd> ϱϬDͲϭϬϬD ϱ Ϭ Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй ϭϬϬDͲϭϱϬD ϱ Ϭ ϱ ϱ Ϭ͘Ϭй Ϭ͘Ϯй Ϭ͘Ϯй Ϭ͘Ϭй ϭ͘ϱй ϭ͘ϱй Ϭ͘Ϭй ϴ͘Ϯй ϴ͘Ϯй ϭϱϬDͲϮϬϬD ϱ Ϯ Ϭ Ϯ Ϭ͘ϭй Ϭ͘Ϭй Ϭ͘ϭй Ϭ͘ϳй Ϭ͘Ϭй Ϭ͘ϳй ϯ͘ϯй Ϭ͘Ϭй ϯ͘ϯй ϮϬϬDͲϯϬϬD ϱ ϭ Ϭ ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘ϰй Ϭ͘Ϭй Ϭ͘ϰй ϭ͘ϲй Ϭ͘Ϭй ϭ͘ϲй ϯϬϬDͲϱϬϬD ϱ ϯ ϯ ϲ Ϭ͘ϭй Ϭ͘ϭй Ϭ͘ϯй ϭ͘Ϭй ϭ͘Ϭй Ϯ͘Ϭй ϰ͘ϵй ϰ͘ϵй ϵ͘ϴй ϱϬϬDͲϭϬϬϬDϱ ϵ ϭϬ ϭϵ Ϭ͘ϰй Ϭ͘ϱй Ϭ͘ϵй ϭ͘ϵй Ϯ͘ϭй ϰ͘Ϭй ϭϰ͘ϴй ϭϲ͘ϰй ϯϭ͘ϭй KǀĞƌϭϬϬϬD ϱ ϭϱ ϭϯ Ϯϴ Ϭ͘ϳй Ϭ͘ϲй ϭ͘ϰй ϱ͘ϱй ϰ͘ϴй ϭϬ͘ϯй Ϯϰ͘ϲй Ϯϭ͘ϯй ϰϱ͘ϵй >>dZE^d/KE^ ϯϬ ϯϭ ϲϭ ϭ͘ϱй ϭ͘ϱй ϯ͘Ϭй ϭ͘ϱй ϭ͘ϱй ϯ͘Ϭй ϰϵ͘Ϯй ϱϬ͘ϴй ϭϬϬ͘Ϭй d>s &/^>zZϮϬϭϵϭ Yh/^/d/KE^zZWKZd/E'd,Z^,K> ,^ZdZE^d/KE^ d,Z^,K> ϲ EhDZ WZEd ^KEZYh^d/Es^d/'d/KE^ ϯ >ZE'ZEddK&dKZK: EhDZ WZEdK& d,Z^,K>'ZKhW WZEdK& d,Z^,K>'ZKhW EhDZ &d K: &d K: dKd> &d K: &d K: dKd> ΨϱϬD;ĂƐĂĚũƵƐƚĞĚͿ ϭϯϮ ϲ͘ϱй Ϭ ϱ Ϭ͘Ϭй ϯ͘ϴй ϯ͘ϴй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй ΨϭϬϬD;ĂƐĂĚũƵƐƚĞĚͿ ϭϳϭ ϴ͘ϰй ϳ ϯ ϰ͘ϭй ϭ͘ϴй ϱ͘ϴй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй ΨϱϬϬD;ĂƐĂĚũƵƐƚĞĚͿ ϯϮ ϭ͘ϲй ϭ Ϯ ϯ͘ϭй ϲ͘ϯй ϵ͘ϰй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй Ϯϱй ϲ Ϭ͘ϯй Ϯ Ϭ ϯϯ͘ϯй Ϭ͘Ϭй ϯϯ͘ϯй ϭ Ϭ ϭϲ͘ϳй Ϭ͘Ϭй ϭϲ͘ϳй ϱϬй ϴϰϲ ϰϭ͘ϳй ϳϳ ϰϱ ϵ͘ϭй ϱ͘ϯй ϭϰ͘ϰй ϭϴ ϮϮ Ϯ͘ϭй Ϯ͘ϲй ϰ͘ϳй ^^d^KE>z Ϯϰϰ ϭϮ͘Ϭй ϯϰ ϴ ϭϯ͘ϵй ϯ͘ϯй ϭϳ͘Ϯй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй E/ ϱϵϵ Ϯϵ͘ϱй Ϯϴ Ϯϱ ϰ͘ϳй ϰ͘Ϯй ϴ͘ϴй ϭϭ ϵ ϭ͘ϴй ϭ͘ϱй ϯ͘ϯй Ϯ͕ϬϯϬ ϭϬϬ͘Ϭй ϭϰϵ ϴϴ ϳ͘ϯй ϰ͘ϯй ϭϭ͘ϳй ϯϬ ϯϭ ϭ͘ϱй ϭ͘ϱй ϯ͘Ϭй >>dZE^d/KE^ d>s/ &/^>zZϮϬϭϵϭ dZE^d/KEz^^d^K&Yh/Z/E'WZ^KE ,^ZdZE^d/KE^ ^^dZE' ;ΨD/>>/KE^Ϳ EhDZ WZEd ^KEZYh^d/Es^d/'d/KE^ ϯ >ZE'ZEddK&dKZK: WZEdK& ^^dZE' 'ZKhW EhDZ WZEdK& ^^dZE' 'ZKhW EhDZ &d K: &d K: dKd> &d K: &d K: dKd> ĞůŽǁϱϬD Ϯϴϭ ϭϯ͘ϴй ϭ ϭϮ Ϭ͘ϰй ϰ͘ϯй ϰ͘ϲй Ϭ ϭ Ϭ͘Ϭй Ϭ͘ϰй Ϭ͘ϰй ϱϬDͲϭϬϬD ϯϰ ϭ͘ϳй Ϯ ϭ ϱ͘ϵй Ϯ͘ϵй ϴ͘ϴй Ϭ Ϯ Ϭ͘Ϭй ϱ͘ϵй ϱ͘ϵй ϭϬϬDͲϭϱϬD ϯϲ ϭ͘ϴй Ϭ ϭ Ϭ͘Ϭй Ϯ͘ϴй Ϯ͘ϴй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй ϭϱϬDͲϮϬϬD ϭϱϱ ϳ͘ϲй ϱ ϳ ϯ͘Ϯй ϰ͘ϱй ϳ͘ϳй Ϭ Ϯ Ϭ͘Ϭй ϭ͘ϯй ϭ͘ϯй ϮϬϬDͲϯϬϬD ϵϭ ϰ͘ϱй ϲ ϭ ϲ͘ϲй ϭ͘ϭй ϳ͘ϳй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй ϯϬϬDͲϱϬϬD ϭϮϱ ϲ͘Ϯй ϳ ϱ ϱ͘ϲй ϰ͘Ϭй ϵ͘ϲй ϭ Ϯ Ϭ͘ϴй ϭ͘ϲй Ϯ͘ϰй ϱϬϬDͲϭϬϬϬD ϭϴϳ ϵ͘Ϯй ϵ ϳ ϰ͘ϴй ϯ͘ϳй ϴ͘ϲй Ϯ ϰ ϭ͘ϭй Ϯ͘ϭй ϯ͘Ϯй KǀĞƌϭϬϬϬD ϭ͕ϭϮϭ ϱϱ͘Ϯй ϭϭϵ ϱϰ ϭϬ͘ϲй ϰ͘ϴй ϭϱ͘ϰй Ϯϳ ϮϬ Ϯ͘ϰй ϭ͘ϴй ϰ͘Ϯй >>dZE^d/KE^ Ϯ͕ϬϯϬ ϭϬϬ͘Ϭй ϭϰϵ ϴϴ ϳ͘ϯй ϰ͘ϯй ϭϭ͘ϳй ϯϬ ϯϭ ϭ͘ϱй ϭ͘ϱй ϯ͘Ϭй d>s// &/^>zZϮϬϭϵϭ dZE^d/KEz^>^K&Yh/Z/E'WZ^KE ,^ZdZE^d/KE^ ^>^ZE' ;ΨD/>>/KE^Ϳ EhDZ WZEd ^KEZYh^d/Es^d/'d/KE^ ϯ >ZE'ZEddK&dKZK: WZEdK& ^>^ZE' 'ZKhW EhDZ WZEdK& ^>^ZE' 'ZKhW EhDZ &d K: &d K: dKd> &d K: &d K: dKd> ĞůŽǁϱϬD ϳ Ϯϭϳ ϭϬ͘ϳй Ϯ ϴ Ϭ͘ϵй ϯ͘ϳй ϰ͘ϲй Ϭ ϳ Ϭ͘Ϭй ϯ͘Ϯй ϯ͘Ϯй ϱϬDͲϭϬϬD ϳ ϵϮ ϰ͘ϱй Ϭ ϱ Ϭ͘Ϭй ϱ͘ϰй ϱ͘ϰй Ϭ ϭ Ϭ͘Ϭй ϭ͘ϭй ϭ͘ϭй ϭϬϬDͲϭϱϬD ϳ ϱϳ Ϯ͘ϴй ϯ ϯ ϱ͘ϯй ϱ͘ϯй ϭϬ͘ϱй ϭ Ϯ ϭ͘ϴй ϯ͘ϱй ϱ͘ϯй ϭϱϬDͲϮϬϬD ϳ ϱϴ Ϯ͘ϵй ϯ ϭ ϱ͘Ϯй ϭ͘ϳй ϲ͘ϵй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй ϮϬϬDͲϯϬϬD ϳ ϴϬ ϯ͘ϵй ϱ Ϭ ϲ͘ϯй Ϭ͘Ϭй ϲ͘ϯй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй ϯϬϬDͲϱϬϬD ϳ ϭϯϮ ϲ͘ϱй ϰ Ϯ ϯ͘Ϭй ϭ͘ϱй ϰ͘ϱй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй ϱϬϬDͲϭϬϬϬD ϳ ϮϮϯ ϭϭ͘Ϭй ϭϯ ϳ ϱ͘ϴй ϯ͘ϭй ϵ͘Ϭй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй KǀĞƌϭϬϬϬD ϳ ϵϰϳ ϰϲ͘ϳй ϭϭϴ ϱϬ ϭϮ͘ϱй ϱ͘ϯй ϭϳ͘ϳй Ϯϵ Ϯϭ ϯ͘ϭй Ϯ͘Ϯй ϱ͘ϯй ^ĂůĞƐEŽƚǀĂŝůĂďůĞ ϳ ϮϮϰ ϭϭ͘Ϭй ϭ ϭϮ Ϭ͘ϰй ϱ͘ϰй ϱ͘ϴй Ϭ Ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ͘Ϭй Ϯ͕ϬϯϬ ϭϬϬ͘Ϭй ϭϰϵ ϴϴ ϳ͘ϯй ϰ͘ϯй ϭϭ͘ϳй ϯϬ ϯϭ ϭ͘ϱй ϭ͘ϱй ϯ͘Ϭй >>dZE^d/KE^ d>s/// &/^>zZϮϬϭϵϭ dZE^d/KEz^^d^K&Yh/ZEd/d/^ ϴ ,^ZdZE^d/KE^ ^^dZE' ;ΨD/>>/KE^Ϳ EhDZ WZEd ^KEZYh^d/Es^d/'d/KE^ ϯ >ZE'ZEddK&dKZK: WZEdK& ^^dZE' 'ZKhW EhDZ WZEdK& ^^dZE' 'ZKhW EhDZ &d K: &d K: dKd> &d K: &d K: dKd> ĞůŽǁϱϬD ϴ ϯϲϲ ϭϴ͘Ϭй ϭϭ ϭϬ ϯ͘Ϭй Ϯ͘ϳй ϱ͘ϳй ϭ ϰ Ϭ͘ϯй ϭ͘ϭй ϭ͘ϰй ϱϬDͲϭϬϬD ϴ Ϯϯϯ ϭϭ͘ϱй ϭϰ ϵ ϲ͘Ϭй ϯ͘ϵй ϵ͘ϵй ϭ ϱ Ϭ͘ϰй Ϯ͘ϭй Ϯ͘ϲй ϭϬϬDͲϭϱϬD ϴ ϭϴϮ ϵ͘Ϭй ϭϯ ϲ ϳ͘ϭй ϯ͘ϯй ϭϬ͘ϰй ϭ ϯ Ϭ͘ϱй ϭ͘ϲй Ϯ͘Ϯй ϭϱϬDͲϮϬϬD ϴ ϭϮϯ ϲ͘ϭй ϭϭ Ϯ ϴ͘ϵй ϭ͘ϲй ϭϬ͘ϲй ϭ Ϯ Ϭ͘ϴй ϭ͘ϲй Ϯ͘ϰй ϮϬϬDͲϯϬϬD ϴ ϭϰϮ ϳ͘Ϭй ϭϭ ϭϭ ϳ͘ϳй ϳ͘ϳй ϭϱ͘ϱй ϯ ϯ Ϯ͘ϭй Ϯ͘ϭй ϰ͘Ϯй ϯϬϬDͲϱϬϬD ϴ ϭϲϵ ϴ͘ϯй ϭϭ ϲ ϲ͘ϱй ϯ͘ϲй ϭϬ͘ϭй ϱ Ϭ ϯ͘Ϭй Ϭ͘Ϭй ϯ͘Ϭй ϱϬϬDͲϭϬϬϬD ϴ ϭϴϯ ϵ͘Ϭй ϮϬ ϭϮ ϭϬ͘ϵй ϲ͘ϲй ϭϳ͘ϱй ϯ ϭ ϭ͘ϲй Ϭ͘ϱй Ϯ͘Ϯй KǀĞƌϭϬϬϬD ϴ ϯϴϳ ϭϵ͘ϭй ϯϯ Ϯϳ ϴ͘ϱй ϳ͘Ϭй ϭϱ͘ϱй ϭϭ ϭϮ Ϯ͘ϴй ϯ͘ϭй ϱ͘ϵй ƐƐĞƚƐEŽƚǀĂŝůĂďůĞ ϴ Ϯϰϱ ϭϮ͘ϭй Ϯϱ ϱ ϭϬ͘Ϯй Ϯ͘Ϭй ϭϮ͘Ϯй ϰ ϭ ϭ͘ϲй Ϭ͘ϰй Ϯ͘Ϭй >>dZE^d/KE^ Ϯ͕ϬϯϬ ϭϬϬ͘Ϭй ϭϰϵ ϴϴ ϳ͘ϯй ϰ͘ϯй ϭϭ͘ϳй ϯϬ ϯϭ ϭ͘ϱй ϭ͘ϱй ϯ͘Ϭй d>/y &/^>zZϮϬϭϵϭ dZE^d/KEz^>^K&Yh/ZEd/d/^ ϵ ,^ZdZE^d/KE^ ^>^ZE' ;ΨD/>>/KE^Ϳ EhDZ WZEd ^KEZYh^d/Es^d/'d/KE^ ϯ >ZE'ZEddK&dKZK: WZEdK& ^>^ZE' 'ZKhW EhDZ WZEdK& ^>^ZE' 'ZKhW EhDZ &d K: &d K: dKd> &d K: &d K: dKd> ĞůŽǁϱϬD ϭϬ ϰϯϬ Ϯϭ͘Ϯй ϮϬ ϭϯ ϰ͘ϳй ϯ͘Ϭй ϳ͘ϳй ϭ ϵ Ϭ͘Ϯй Ϯ͘ϭй Ϯ͘ϯй ϱϬDͲϭϬϬD ϭϬ ϯϮϯ ϭϱ͘ϵй ϮϮ ϴ ϲ͘ϴй Ϯ͘ϱй ϵ͘ϯй Ϯ Ϯ Ϭ͘ϲй Ϭ͘ϲй ϭ͘Ϯй ϭϬϬDͲϭϱϬD ϭϬ ϭϵϱ ϵ͘ϲй ϭϭ ϭϰ ϱ͘ϲй ϳ͘Ϯй ϭϮ͘ϴй ϭ ϰ Ϭ͘ϱй Ϯ͘ϭй Ϯ͘ϲй ϭϱϬDͲϮϬϬD ϭϬ ϭϰϬ ϲ͘ϵй ϭϬ ϲ ϳ͘ϭй ϰ͘ϯй ϭϭ͘ϰй ϭ ϭ Ϭ͘ϳй Ϭ͘ϳй ϭ͘ϰй ϮϬϬDͲϯϬϬD ϭϬ ϭϲϬ ϳ͘ϵй ϭϲ Ϯ ϭϬ͘Ϭй ϭ͘ϯй ϭϭ͘ϯй ϯ Ϭ ϭ͘ϵй Ϭ͘Ϭй ϭ͘ϵй ϯϬϬDͲϱϬϬD ϭϬ ϮϬϮ ϭϬ͘Ϭй ϭϳ ϱ ϴ͘ϰй Ϯ͘ϱй ϭϬ͘ϵй ϰ ϭ Ϯ͘Ϭй Ϭ͘ϱй Ϯ͘ϱй ϱϬϬDͲϭϬϬϬD ϭϬ ϭϱϵ ϳ͘ϴй ϭϱ ϱ ϵ͘ϰй ϯ͘ϭй ϭϮ͘ϲй ϱ ϭ ϯ͘ϭй Ϭ͘ϲй ϯ͘ϴй KǀĞƌϭϬϬϬD ϭϬ ϯϰϲ ϭϳ͘Ϭй ϯϯ Ϯϴ ϵ͘ϱй ϴ͘ϭй ϭϳ͘ϲй ϭϮ ϭϯ ϯ͘ϱй ϯ͘ϴй ϳ͘Ϯй ^ĂůĞƐŶŽƚǀĂŝůĂďůĞϭϬ ϳϱ ϯ͘ϳй ϱ ϳ ϲ͘ϳй ϵ͘ϯй ϭϲ͘Ϭй ϭ Ϭ ϭ͘ϯй Ϭ͘Ϭй ϭ͘ϯй Ϯ͕ϬϯϬ ϭϬϬ͘Ϭй ϭϰϵ ϴϴ ϳ͘ϯй ϰ͘ϯй ϭϭ͘ϳй ϯϬ ϯϭ ϭ͘ϱй ϭ͘ϱй ϯ͘Ϭй >>dZE^d/KE^ d>y &/^>zZϮϬϭϵϭ /Eh^dZz'ZKhWK&Yh/Z/E'WZ^KE ϯ/'/d E/^ K /Eh^dZz^Z/Wd/KE EhDZ ϭϭ ϰ WZEd K&dKd> >ZE'ZEd dK&dKZK: ^KEZYh^d /Es^d/'d/KE^ ϯ йWK/Ed^ ,E' &ZKD&z ϮϬϭϴ ϭϮ &d K: dKd> &d K: dKd> ϬϬϬ ϭϯ EŽƚǀĂŝůĂďůĞ Ϯϯϳ ϭϭ͘ϳй ϭ͘Ϯй ϭ ϭϯ ϭϰ Ϭ Ϭ Ϭ ϭϭϭ ϭϯ ƌŽƉWƌŽĚƵĐƚŝŽŶ ϰ Ϭ͘Ϯй Ϭ͘Ϯй Ϭ ϯ ϯ Ϭ Ϯ Ϯ ϭϭϮ ϭϯ ŶŝŵĂůWƌŽĚƵĐƚŝŽŶ Ϯ Ϭ͘ϭй Ϭ͘ϭй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϭϭϰ ϭϯ &ŝƐŚŝŶŐ͕,ƵŶƚŝŶŐĂŶĚdƌĂƉƉŝŶŐ ϭ Ϭ͘Ϭй ͲϬ͘ϭй Ϭ ϭ ϭ Ϭ Ϭ Ϭ ϭϭϱ ϭϯ ^ƵƉƉŽƌƚĐƚŝǀŝƚŝĞƐĨŽƌŐƌŝĐƵůƚƵƌĞĂŶĚ&ŽƌĞƐƚƌLJ ϭ Ϭ͘Ϭй ͲϬ͘ϭй Ϭ ϭ ϭ Ϭ Ϭ Ϭ Ϯϭϭ ϭϯ KŝůĂŶĚ'ĂƐdžƚƌĂĐƚŝŽŶ Ϯϳ ϭ͘ϯй ͲϬ͘ϭй ϯ Ϭ ϯ Ϭ Ϭ Ϭ ϮϭϮ ϭϯ DŝŶŝŶŐ;ĞdžĐĞƉƚKŝůĂŶĚ'ĂƐͿ ϯ Ϭ͘ϭй ͲϬ͘Ϯй ϭ Ϭ ϭ ϭ Ϭ ϭ Ϯϭϯ ϭϯ ^ƵƉƉŽƌƚĐƚŝǀŝƚŝĞƐĨŽƌDŝŶŝŶŐ ϭϮ Ϭ͘ϲй ͲϬ͘ϰй Ϭ ϭ ϭ Ϭ Ϭ Ϭ ϮϮϭ ϭϯ hƚŝůŝƚŝĞƐ ϰϬ Ϯ͘Ϭй Ϭ͘ϰй ϭ Ϭ ϭ ϭ Ϭ ϭ Ϯϯϲ ϭϯ ŽŶƐƚƌƵĐƚŝŽŶŽĨƵŝůĚŝŶŐƐ ϭ Ϭ͘Ϭй ͲϬ͘Ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϯϯϳ ϭϯ ,ĞĂǀLJĂŶĚŝǀŝůŶŐŝŶĞĞƌŝŶŐŽŶƐƚƌƵĐƚŝŽŶ ϭϬ Ϭ͘ϱй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϯϯϴ ϭϯ ^ƉĞĐŝĂůƚLJdƌĂĚĞŽŶƚƌĂĐƚŽƌƐ ϭϭ Ϭ͘ϱй ͲϬ͘ϰй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯϭϭ ϭϯ &ŽŽĚĂŶĚ<ŝŶĚƌĞĚWƌŽĚƵĐƚƐ ϱϰ Ϯ͘ϳй Ϭ͘ϵй ϯ ϳ ϭϬ ϭ Ϯ ϯ ϯϭϮ ϭϯ ĞǀĞƌĂŐĞĂŶĚdŽďĂĐĐŽWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϭϱ Ϭ͘ϳй ͲϬ͘Ϯй ϯ Ϭ ϯ ϯ Ϭ ϯ ϯϭϯ ϭϯ dĞdžƚŝůĞDŝůůƐ ϭ Ϭ͘Ϭй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯϭϰ ϭϯ dĞdžƚŝůĞWƌŽĚƵĐƚƐ ϭ Ϭ͘Ϭй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯϭϱ ϭϯ ƉƉĂƌĞůDĂŶƵĨĂĐƚƵƌŝŶŐ Ϯ Ϭ͘ϭй ͲϬ͘Ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯϭϲ ϭϯ >ĞĂƚŚĞƌĂŶĚůůŝĞĚWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϭ Ϭ͘Ϭй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯϮϭ ϭϯ tŽŽĚWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϴ Ϭ͘ϰй Ϭ͘Ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯϮϮ ϭϯ WĂƉĞƌDĂŶƵĨĂĐƚƵƌŝŶŐ ϳ Ϭ͘ϯй ͲϬ͘ϲй Ϭ Ϯ Ϯ Ϭ Ϭ Ϭ ϯϮϯ ϭϯ WƌŝŶƚŝŶŐĂŶĚZĞůĂƚĞĚ^ƵƉƉŽƌƚĐƚŝƚŝǀŝĞƐ ϰ Ϭ͘Ϯй Ϭ͘Ϭй Ϭ ϭ ϭ Ϭ ϭ ϭ d>y &/^>zZϮϬϭϵϭ /Eh^dZz'ZKhWK&Yh/Z/E'WZ^KE ϯ/'/d E/^ Kϭϭ /Eh^dZz^Z/Wd/KE EhDZ ϰ WZEd K&dKd> >ZE'ZEd dK&dKZK: ^KEZYh^d /Es^d/'d/KE^ ϯ йWK/Ed^ ,E' &ZKD&z ϮϬϭϴ ϭϮ &d K: dKd> &d K: dKd> ϯϮϰ ϭϯ WĞƚƌŽůĞƵŵĂŶĚŽĂůWƌŽĚƵĐƚƐDĂŶƵĨĂĐƚƵƌŝŶŐ Ϯϯ ϭ͘ϭй Ϭ͘Ϭй ϱ Ϭ ϱ ϭ Ϭ ϭ ϯϮϱ ϭϯ ŚĞŵŝĐĂůDĂŶƵĨĂĐƚƵƌŝŶŐ ϭϭϮ ϱ͘ϱй Ͳϭ͘ϱй Ϯϵ Ϭ Ϯϵ ϴ Ϭ ϴ ϯϮϲ ϭϯ WůĂƐƚŝĐƐĂŶĚZƵďďĞƌDĂŶĨƵĂĐƚƵƌŝŶŐ Ϯϴ ϭ͘ϰй Ϭ͘ϯй ϭ ϭ Ϯ ϭ ϭ Ϯ ϯϮϳ ϭϯ EŽŶŵĞƚĂůůŝĐDŝŶĞƌĂůWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϱ Ϭ͘Ϯй ͲϬ͘ϰй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯϯϭ ϭϯ WƌŝŵĂƌLJDĞƚĂůDĂŶƵĨĂĐƚƵƌŝŶŐ ϴ Ϭ͘ϰй ͲϬ͘ϯй ϭ ϭ Ϯ Ϭ Ϯ Ϯ ϯϯϮ ϭϯ &ĂďƌŝĐĂƚĞĚDĞƚĂůWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ Ϯϲ ϭ͘ϯй Ϭ͘Ϯй ϯ Ϭ ϯ ϭ Ϭ ϭ ϯϯϯ ϭϯ DĂĐŚŝŶĞƌLJDĂŶƵĨĂĐƚƵƌŝŶŐ ϯϱ ϭ͘ϳй Ϭ͘Ϯй Ϯ Ϯ ϰ ϭ ϭ Ϯ ϯϯϰ ϭϯ ŽŵƉƵƚĞƌĂŶĚůĞĐƚƌŽŶŝĐWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϰϵ Ϯ͘ϰй ͲϬ͘ϳй ϵ Ϯ ϭϭ ϭ ϭ Ϯ ϯϯϱ ϭϯ ůĞĐƚƌŝĐĂůƋƵŝƉŵĞŶƚ͕ƉƉůŝĐĂŶĐĞ͕ĂŶĚŽŵƉŽŶĞŶƚ DĂŶƵĨĂĐƚƵƌŝŶŐ dƌĂŶƐƉŽƌƚĂƚŝŽŶƋƵŝƉŵĞŶƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϭϭ Ϭ͘ϱй ͲϬ͘ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϳ Ϯ͘ϯй ͲϬ͘ϰй ϲ Ϯ ϴ ϭ ϭ Ϯ ϯϯϳ ϭϯ &ƵƌŶŝƚƵƌĞĂŶĚZĞůĂƚĞĚWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ Ϯ Ϭ͘ϭй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯϯϵ ϭϯ DŝƐĐĞůůĂŶĞŽƵƐDĂŶƵĨĂĐƚƵƌŝŶŐ ϰϬ Ϯ͘Ϭй Ϭ͘ϴй ϵ ϭ ϭϬ ϭ ϭ Ϯ ϰϮϯ ϭϯ DĞƌĐŚĂŶƚtŚŽůĞƐĂůĞƌƐ͕ƵƌĂďůĞ'ŽŽĚƐ ϳϳ ϯ͘ϴй Ϭ͘Ϭй ϵ ϯ ϭϮ Ϭ Ϭ Ϭ ϰϮϰ ϭϯ DĞƌĐŚĂŶƚtŚŽůĞƐĂůĞƐ͕EŽŶĚƵƌĂďůĞ'ŽŽĚƐ ϵϴ ϰ͘ϴй Ϭ͘Ϯй ϭϮ Ϯ ϭϰ Ϯ ϭ ϯ ϰϮϱ ϭϯ tŚŽůĞƐĂůĞůĞĐƚƌŝĐDĂƌŬĞƚƐĂŶĚŐĞŶƚĂŶĚƌŽŬĞƌƐ ϭ Ϭ͘Ϭй ͲϬ͘ϰй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϰϭ ϭϯ DŽƚŽƌsĞŚŝĐůĞĂŶĚWĂƌƚƐĞĂůĞƌƐ ϭϬ Ϭ͘ϱй ͲϬ͘ϰй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϰϯ ϭϯ DŝƐĐĞůůĂŶĞŽƵƐZĞƉĂŝƌ^ĞƌǀŝĐĞƐ ϯ Ϭ͘ϭй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϰϰ ϭϯ ůĞĐƚƌŽŶŝĐƐĂŶĚƉƉůŝĂŶĐĞ^ƚŽƌĞƐ ϲ Ϭ͘ϯй Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϰϱ ϭϯ &ŽŽĚĂŶĚĞǀĞƌĂŐĞ^ƚŽƌĞƐ Ϯ Ϭ͘ϭй ͲϬ͘ϭй Ϭ ϭ ϭ Ϭ Ϭ Ϭ ϰϰϲ ϭϯ ,ĞĂůƚŚĂŶĚWĞƌƐŽŶĂůĂƌĞ^ƚŽƌĞƐ ϯ Ϭ͘ϭй ͲϬ͘ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϰϳ ϭϯ 'ĂƐŽůŝŶĞ^ƚĂƚŝŽŶƐ ϳ Ϭ͘ϯй Ϭ͘ϭй ϯ ϭ ϰ Ϭ Ϭ Ϭ ϯϯϲ ϭϯ d>y &/^>zZϮϬϭϵϭ /Eh^dZz'ZKhWK&Yh/Z/E'WZ^KE ϯ/'/d E/^ K ϭϭ /Eh^dZz^Z/Wd/KE EhDZ ϰ WZEd K&dKd> >ZE'ZEd dK&dKZK: ^KEZYh^d /Es^d/'d/KE^ ϯ йWK/Ed^ ,E' &ZKD&z ϮϬϭϴ ϭϮ &d K: dKd> &d K: dKd> ϰϰϴ ϭϯ ůŽƚŚŝŶŐĂŶĚůŽƚŚŝŶŐĐĐĞƐƐŽƌŝĞƐ^ƚŽƌĞƐ ϯ Ϭ͘ϭй ͲϬ͘ϯй Ϭ ϭ ϭ Ϭ Ϭ Ϭ ϰϱϭ ϭϯ ^ƉŽƌƚŝŶŐ'ŽŽĚƐ͕,ŽďďLJ͕ŽŽŬ͕ĂŶĚDƵƐŝĐ^ƚŽƌĞƐ ϭ Ϭ͘Ϭй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϱϮ ϭϯ 'ĞŶĞƌĂůDĞƌĐŚĂŶĚŝƐĞ^ƚŽƌĞƐ ϭ Ϭ͘Ϭй ͲϬ͘ϰй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϱϯ ϭϯ DŝƐĐĞůůĂŶĞŽƵƐ^ƚŽƌĞZĞƚĂŝůĞƌƐ ϭϯ Ϭ͘ϲй Ϭ͘ϱй Ϭ ϯ ϯ Ϭ ϯ ϯ ϰϱϰ ϭϯ EŽŶƐƚŽƌĞZĞƚĂŝůĞƌƐ ϳ Ϭ͘ϯй ͲϬ͘ϭй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϰϴϭ ϭϯ ŝƌdƌĂŶƐƉŽƌƚĂƚŝŽŶ ϴ Ϭ͘ϰй Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϴϮ ϭϯ ZĂŝůƌŽĂĚdƌĂŶƐƉŽƌƚĂƚŝŽŶ ϭ Ϭ͘Ϭй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϴϯ ϭϯ tĂƚĞƌdƌĂŶƐƉŽƌƚĂƚŝŽŶ ϯ Ϭ͘ϭй ͲϬ͘Ϯй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϰϴϰ ϭϯ dƌƵĐŬdƌĂŶƐƉŽƌƚĂƚŝŽŶ ϭϭ Ϭ͘ϱй Ϭ͘Ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϴϱ ϭϯ dƌĂŶƐŝƚĂŶĚ'ƌŽƵŶĚdƌĂŶƐƉŽƌƚĂƚŝŽŶ Ϯ Ϭ͘ϭй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϴϲ ϭϯ WŝƉĞůŝŶĞdƌĂŶƐƉŽƌƚĂƚŝŽŶ ϭϱ Ϭ͘ϳй ͲϬ͘ϭй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϰϴϳ ϭϯ ^ĐĞŶŝĐĂŶĚ^ŝŐŚƚƐĞĞŝŶŐdƌĂŶƐƉŽƌƚĂƚŝŽŶ ϭ Ϭ͘Ϭй Ϭ͘Ϭй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϰϴϴ ϭϯ ^ƵƉƉŽƌƚĐƚŝƚŝǀŝĞƐĨŽƌdƌĂŶƐƉŽƌƚĂƚŝŽŶ Ϯϲ ϭ͘ϯй Ϭ͘ϵй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϵϮ ϭϯ ŽƵƌŝĞƌƐ ϰ Ϭ͘Ϯй Ϭ͘Ϯй Ϯ Ϭ Ϯ Ϭ Ϭ Ϭ ϰϵϯ ϭϯ tĂƌĞŚŽƵƐŝŶŐĂŶĚ^ƚŽƌĂŐĞ ϯ Ϭ͘ϭй ͲϬ͘ϭй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϱϭϭ ϭϯ WƵďůŝƐŚŝŶŐ/ŶĚƵƐƚƌŝĞƐ;ĞdžĐĞƉƚ/ŶƚĞƌŶĞƚͿ ϴϴ ϰ͘ϯй ϭ͘ϰй Ϯ ϳ ϵ Ϭ ϰ ϰ ϱϭϮ ϭϯ DŽƚŝŽŶWŝĐƚƵƌĞƐĂŶĚ^ŽƵŶĚZĞĐŽƌĚŝŶŐ/ŶĚƵƐƚƌŝĞƐ ϯ Ϭ͘ϭй ͲϬ͘ϱй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϱϭϱ ϭϯ ƌŽĂĚĐĂƐƚŝŶŐ;ĞdžĐĞƉƚ/ŶƚĞƌŶĞƚͿ ϭϯ Ϭ͘ϲй ͲϬ͘ϭй Ϭ ϰ ϰ Ϭ ϭ ϭ ϱϭϲ ϭϯ /ŶƚĞƌŶĞƚWƵďůŝƐŚŝŶŐĂŶĚƌŽĂĚĐĂƐƚŝŶŐ ϭ Ϭ͘Ϭй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϱϭϳ ϭϯ dĞůĞĐŽŵŵƵŶŝĐĂƚŝŽŶƐ Ϯϯ ϭ͘ϭй Ͳϭ͘ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϱϭϴ ϭϯ /ŶƚĞƌŶĞƚ^ĞƌǀŝĐĞWƌŽǀŝĚĞƌƐ͕tĞď^ĞĂƌĐŚWŽƌƚĂůƐ͕ĂŶĚĂƚĂ WƌŽĐĞƐƐŝŶŐ^ĞƌǀŝĐĞƐ Ϯϲ ϭ͘ϯй ͲϬ͘ϰй Ϭ Ϯ Ϯ Ϭ Ϯ Ϯ d>y &/^>zZϮϬϭϵϭ /Eh^dZz'ZKhWK&Yh/Z/E'WZ^KE ϯ/'/d E/^ Kϭϭ /Eh^dZz^Z/Wd/KE EhDZ ϰ WZEd K&dKd> >ZE'ZEd dK&dKZK: ^KEZYh^d /Es^d/'d/KE^ ϯ йWK/Ed^ ,E' &ZKD&z ϮϬϭϴ ϭϮ &d K: dKd> &d K: dKd> ϱϭϵ ϭϯ KƚŚĞƌ/ŶĨŽƌŵĂƚŝŽŶ^ĞƌǀŝĐĞƐ ϭϮ Ϭ͘ϲй ͲϬ͘Ϯй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϱϮϮ ϭϯ ƌĞĚŝƚ/ŶƚĞƌŵĞĚŝĂƚŝŽŶĂŶĚZĞůĂƚĞĚĐƚŝǀŝƚŝĞƐ ϰϭ Ϯ͘Ϭй Ϭ͘Ϯй Ϭ ϳ ϳ Ϭ Ϭ Ϭ ϱϮϯ ϭϯ ^ĞĐƵƌŝƚŝƚĞƐ͕ŽŵŵŽĚŝƚLJŽŶƚƌĂĐƚƐ͕ĂŶĚKƚŚĞƌ&ŝŶĂŶĐŝĂů /ŶǀĞƐƚŵĞŶƚƐĂŶĚZĞůĂƚĞĚĐƚŝǀŝƚŝĞƐ /ŶƐƵƌĂŶĐĞĂƌƌŝĞƌƐĂŶĚZĞůĂƚĞĚĐƚŝƚŝǀŝƚŝĞƐ ϭϵϴ ϵ͘ϴй Ϭ͘ϭй Ϯ ϯ ϱ Ϭ Ϭ Ϭ ϲϲ ϯ͘ϯй Ϭ͘Ϭй Ϯ ϰ ϲ Ϭ Ϯ Ϯ ϱϮϱ ϭϯ &ƵŶĚƐ͕dƌƵƐƚƐ͕ĂŶĚKƚŚĞƌ&ŝŶĂŶĐŝĂůsĞŚŝĐůĞƐ ϱϭ Ϯ͘ϱй ͲϬ͘ϴй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϱϯϭ ϭϯ ZĞĂůƐƚĂƚĞ ϭϭ Ϭ͘ϱй ͲϬ͘ϯй Ϭ Ϯ Ϯ Ϭ ϭ ϭ ϱϯϮ ϭϯ ZĞŶƚĂůĂŶĚ>ĞĂƐŝŶŐ^ĞƌǀŝĐĞƐ ϵ Ϭ͘ϰй Ϭ͘Ϭй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϱϯϯ ϭϯ >ĞƐƐŽƌƐŽĨEŽŶĨŝŶĂŶĐŝĂů/ŶƚĂŶŐŝďůĞƐƐĞƚƐ;ĞdžĐĞƉƚ ŽƉLJƌŝŐŚƚĞĚtŽƌŬƐͿ ϵ Ϭ͘ϰй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϱϰϭ ϭϯ WƌŽĨĞƐƐŝŽŶĂů͕^ĐŝĞŶƚŝĨŝĐ͕ĂŶĚdĞĐŚŶŝĐĂů^ĞƌǀŝĐĞƐ ϭϯϲ ϲ͘ϳй Ϭ͘ϳй ϭ ϯ ϰ Ϭ ϭ ϭ ϱϱϭ ϭϯ DĂŶĂŐĞŵĞŶƚŽŵƉĂŶŝĞƐĂŶĚŶƚĞƌƉƌŝƐĞƐ ϱ Ϭ͘Ϯй Ϭ͘ϭй Ϭ Ϯ Ϯ Ϭ Ϯ Ϯ ϱϲϭ ϭϯ ĚŵŝŶŝƐƚƌĂƚŝǀĞĂŶĚ^ƵƉƉŽƌƚ^ĞƌǀŝĐĞƐ ϰϯ Ϯ͘ϭй Ϭ͘ϯй ϭ ϭ Ϯ ϭ ϭ Ϯ ϱϲϮ ϭϯ tĂƐƚĞDĂŶĂŐĞŵĞŶƚĂŶĚZĞŵĞĚŝĂƚŝŽŶ^ĞƌǀŝĐĞƐ ϭϭ Ϭ͘ϱй Ϭ͘ϯй Ϭ ϭ ϭ Ϭ ϭ ϭ ϲϭϭ ϭϯ ĚƵĐĂƚŝŽŶĂů^ĞƌǀŝĐĞƐ ϭϭ Ϭ͘ϱй Ϭ͘ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϲϮϭ ϭϯ ŵďƵůĂƚŽƌLJ,ĞĂůƚŚĂƌĞ^ĞƌǀŝĐĞƐ ϰϲ Ϯ͘ϯй Ϭ͘ϱй ϭϮ Ϭ ϭϮ ϰ Ϭ ϰ ϲϮϮ ϭϯ ,ŽƐƉŝƚĂůƐ Ϯϭ ϭ͘Ϭй ͲϬ͘ϲй ϭϬ ϭ ϭϭ ϭ Ϭ ϭ ϲϮϰ ϭϯ ^ŽĐŝĂůƐƐŝƐƚĂŶĐĞ ϯ Ϭ͘ϭй ͲϬ͘Ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϳϭϭ ϭϯ WĞƌĨŽƌŵŝŶŐƌƚƐ͕^ƉĞĐƚŽƌ^ƉŽƌƚƐ͕ĂŶĚZĞůĂƚĞĚ/ŶĚƵƐƚƌŝĞƐ ϰ Ϭ͘Ϯй ͲϬ͘ϭй Ϭ ϭ ϭ Ϭ Ϭ Ϭ ϳϭϯ ϭϯ ŵƵƐĞŵĞŶƚ͕'ĂŵďůŝŶŐ͕ĂŶĚZĞĐƌĞĂƚŝŽŶ/ŶĚƵƐƚƌŝĞƐ ϳ Ϭ͘ϯй Ϭ͘ϭй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϳϮϭ ϭϯ ĐĐŽŵŵŽĚĂƚŝŽŶ ϭϭ Ϭ͘ϱй Ϭ͘Ϯй ϰ Ϭ ϰ ϭ Ϭ ϭ ϳϮϮ ϭϯ &ŽŽĚ^ĞƌǀŝĐĞƐĂŶĚƌŝŶŬŝŶŐWůĂĐĞƐ Ϯϱ ϭ͘Ϯй ͲϬ͘Ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϴϭϭ ϭϯ ZĞƉĂŝƌƐĂŶĚDĂŝŶƚĞŶĂŶĐĞ ϭϯ Ϭ͘ϲй Ϭ͘ϭй Ϯ Ϭ Ϯ Ϭ Ϭ Ϭ ϱϮϰ ϭϯ d>y &/^>zZϮϬϭϵϭ /Eh^dZz'ZKhWK&Yh/Z/E'WZ^KE ϯ/'/d E/^ K ϭϭ /Eh^dZz^Z/Wd/KE EhDZ ϰ WZEd K&dKd> >ZE'ZEd dK&dKZK: ^KEZYh^d /Es^d/'d/KE^ ϯ йWK/Ed^ ,E' &ZKD&z ϮϬϭϴ ϭϮ &d K: dKd> &d K: dKd> ϴϭϮ ϭϯ WĞƌƐŽŶĂůĂŶĚ>ĂƵŶĚƌLJ^ĞƌǀŝĐĞƐ ϲ Ϭ͘ϯй Ϭ͘Ϭй Ϭ ϭ ϭ Ϭ Ϭ Ϭ ϵϮϯ ϭϯ ĚŵŝŶŝƐƚƌĂƚŝŽŶŽĨ,ƵŵĂŶZĞƐŽƵƌĐĞWƌŽŐƌĂŵƐ Ϯ Ϭ͘ϭй Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϵϵϵ ϭϯ EŽŶĐůĂƐƐŝĨŝĐĂďůĞƐƚĂďůŝƐŚŵĞŶƚƐ ϭ Ϭ͘Ϭй ͲϬ͘ϭй ϭ Ϭ ϭ Ϭ Ϭ Ϭ Ϯ͕ϬϯϬ ϭϬϬ͘Ϭй ϭϰϵ ϴϴ Ϯϯϳ ϯϬ ϯϭ ϲϭ d>y/ &/^>zZϮϬϭϵ ϭ /Eh^dZz'ZKhWK&Yh/ZEd/d/^ ϯ/'/d E/^ Kϭϭ /Eh^dZz^Z/Wd/KE EhDZ ϰ WZEd K&dKd> йWK/Ed^ ,E' &ZKD&z ϮϬϭϴ ϭϮ &d K: dKd> &d K: dKd> EhDZK& ϯ/'/d /EdZͲ /Eh^dZz dZE^Ͳ d/KE^ ϭϰ >ZE'ZEd dK&dKZK: ^KEZYh^d /Es^d/'d/KE^ ϯ ϬϬϬ ϭϯ EŽƚǀĂŝůĂďůĞ ϲϱ ϯ͘Ϯй ͲϬ͘ϳй ϱ ϭ ϲ Ϭ Ϭ Ϭ Ϭ ϭϭϭ ϭϯ ƌŽƉWƌŽĚƵĐƚŝŽŶ Ϯ Ϭ͘ϭй Ϭ͘Ϭй Ϭ ϭ ϭ Ϭ Ϭ Ϭ Ϭ ϭϭϮ ϭϯ ŶŝŵĂůWƌŽĚƵĐƚŝŽŶ Ϯ Ϭ͘ϭй Ϭ͘Ϭй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϭ ϭϭϯ ϭϯ &ŽƌĞƐƚƌLJĂŶĚĂŶĚ>ŽŐŐŝŶŐ Ϯ Ϭ͘ϭй Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭϭϰ ϭϯ &ŝƐŚŝŶŐ͕,ƵŶƚŝŶŐĂŶĚdƌĂƉƉŝŶŐ Ϯ Ϭ͘ϭй Ϭ͘ϭй Ϭ Ϯ Ϯ Ϭ Ϭ Ϭ ϭ Ϯϭϭ ϭϯ KŝůĂŶĚ'ĂƐdžƚƌĂĐƚŝŽŶ ϯϮ ϭ͘ϲй ͲϬ͘ϭй ϯ Ϭ ϯ Ϭ Ϭ Ϭ ϭϵ ϮϭϮ ϭϯ DŝŶŝŶŐ;ĞdžĐĞƉƚKŝůĂŶĚ'ĂƐͿ ϵ Ϭ͘ϰй ͲϬ͘ϯй ϭ Ϭ ϭ ϭ Ϭ ϭ ϯ Ϯϭϯ ϭϯ ^ƵƉƉŽƌƚĐƚŝǀŝƚŝĞƐĨŽƌDŝŶŝŶŐ Ϯϱ ϭ͘Ϯй Ϭ͘ϲй Ϭ ϭ ϭ Ϭ Ϭ Ϭ ϵ ϱϬ Ϯ͘ϱй ͲϬ͘ϱй Ϯ Ϭ Ϯ ϭ Ϭ ϭ Ϯϴ ϮϮϭ ϭϯ hƚŝůŝƚŝĞƐ Ϯϯϲ ϭϯ ŽŶƐƚƌƵĐƚŝŽŶŽĨƵŝůĚŝŶŐƐ ϰ Ϭ͘Ϯй Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϯϯϳ ϭϯ ,ĞĂǀLJĂŶĚŝǀŝůŶŐŝŶĞĞƌŝŶŐŽŶƐƚƌƵĐƚŝŽŶ ϴ Ϭ͘ϰй ͲϬ͘ϰй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϯ Ϯϯϴ ϭϯ ^ƉĞĐŝĂůƚLJdƌĂĚĞŽŶƚƌĂĐƚŽƌƐ ϭϵ Ϭ͘ϵй Ϭ͘ϰй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭ ϯϭϭ ϭϯ &ŽŽĚĂŶĚ<ŝŶĚƌĞĚWƌŽĚƵĐƚƐ ϰϬ Ϯ͘Ϭй Ͳϭ͘Ϭй Ϯ ϴ ϭϬ Ϭ ϯ ϯ Ϯϴ ϯϭϮ ϭϯ ĞǀĞƌĂŐĞĂŶĚdŽďĂĐĐŽWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϭϯ Ϭ͘ϲй Ϭ͘ϭй ϭ Ϭ ϭ ϭ Ϭ ϭ ϴ ϯϭϯ ϭϯ dĞdžƚŝůĞDŝůůƐ Ϯ Ϭ͘ϭй ͲϬ͘Ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭ ϯϭϰ ϭϯ dĞdžƚŝůĞWƌŽĚƵĐƚƐ ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯϮϭ ϭϯ tŽŽĚWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϰ Ϭ͘Ϯй ͲϬ͘ϱй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯ ϯϮϮ ϭϯ WĂƉĞƌDĂŶƵĨĂĐƚƵƌŝŶŐ ϵ Ϭ͘ϰй ͲϬ͘ϭй Ϭ Ϯ Ϯ Ϭ Ϭ Ϭ ϱ ϯϮϯ ϭϯ WƌŝŶƚŝŶŐĂŶĚZĞůĂƚĞĚ^ƵƉƉŽƌƚĐƚŝƚŝǀŝĞƐ ϭϬ Ϭ͘ϱй Ϭ͘Ϯй Ϭ Ϯ Ϯ Ϭ ϭ ϭ Ϯ ϯϮϰ ϭϯ WĞƚƌŽůĞƵŵĂŶĚŽĂůWƌŽĚƵĐƚƐDĂŶƵĨĂĐƚƵƌŝŶŐ ϳ Ϭ͘ϯй Ϭ͘ϭй ϯ Ϭ ϯ Ϯ Ϭ Ϯ ϰ ϯϮϱ ϭϯ ŚĞŵŝĐĂůDĂŶƵĨĂĐƚƵƌŝŶŐ ϭϬϬ ϰ͘ϵй Ϭ͘ϵй Ϯϭ Ϭ Ϯϭ ϲ Ϭ ϲ ϯϳ d>y/ &/^>zZϮϬϭϵ ϭ /Eh^dZz'ZKhWK&Yh/ZEd/d/^ ϯ/'/d E/^ Kϭϭ /Eh^dZz^Z/Wd/KE EhDZ ϰ WZEd K&dKd> йWK/Ed^ ,E' &ZKD&z ϮϬϭϴ ϭϮ &d K: dKd> &d K: dKd> EhDZK& ϯ/'/d /EdZͲ /Eh^dZz dZE^Ͳ d/KE^ ϭϰ >ZE'ZEd dK&dKZK: ^KEZYh^d /Es^d/'d/KE^ ϯ ϯϮϲ ϭϯ WůĂƐƚŝĐƐĂŶĚZƵďďĞƌDĂŶĨƵĂĐƚƵƌŝŶŐ ϯϳ ϭ͘ϴй ͲϬ͘Ϯй ϭ ϭ Ϯ ϭ Ϯ ϯ ϲ ϯϮϳ ϭϯ EŽŶŵĞƚĂůůŝĐDŝŶĞƌĂůWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϭϮ Ϭ͘ϲй Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϯ ϯϯϭ ϭϯ WƌŝŵĂƌLJDĞƚĂůDĂŶƵĨĂĐƚƵƌŝŶŐ ϭϬ Ϭ͘ϱй ͲϬ͘ϭй ϭ ϭ Ϯ Ϭ Ϯ Ϯ ϰ ϯϯϮ ϭϯ &ĂďƌŝĐĂƚĞĚDĞƚĂůWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϭϴ Ϭ͘ϵй Ϭ͘Ϭй ϯ Ϭ ϯ ϭ Ϭ ϭ ϲ ϯϯϯ ϭϯ DĂĐŚŝŶĞƌLJDĂŶƵĨĂĐƚƵƌŝŶŐ ϯϴ ϭ͘ϵй ͲϬ͘ϭй Ϭ ϭ ϭ ϭ Ϭ ϭ ϭϯ ϯϯϰ ϭϯ ŽŵƉƵƚĞƌĂŶĚůĞĐƚƌŽŶŝĐWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϰϵ Ϯ͘ϰй Ϭ͘Ϭй ϭϬ ϰ ϭϰ ϭ Ϯ ϯ ϭϱ ϯϯϱ ϭϯ ůĞĐƚƌŝĐĂůƋƵŝƉŵĞŶƚ͕ƉƉůŝĐĂŶĐĞ͕ĂŶĚŽŵƉŽŶĞŶƚ DĂŶƵĨĂĐƚƵƌŝŶŐ dƌĂŶƐƉŽƌƚĂƚŝŽŶƋƵŝƉŵĞŶƚDĂŶƵĨĂĐƚƵƌŝŶŐ Ϯϯ ϭ͘ϭй Ϭ͘Ϯй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϰ ϰϴ Ϯ͘ϰй Ϭ͘ϯй ϳ Ϯ ϵ ϭ ϭ Ϯ ϮϬ ϯϯϳ ϭϯ &ƵƌŶŝƚƵƌĞĂŶĚZĞůĂƚĞĚWƌŽĚƵĐƚDĂŶƵĨĂĐƚƵƌŝŶŐ ϯ Ϭ͘ϭй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭ ϯϯϵ ϭϯ DŝƐĐĞůůĂŶĞŽƵƐDĂŶƵĨĂĐƚƵƌŝŶŐ ϯϵ ϭ͘ϵй Ϭ͘ϭй ϴ ϭ ϵ ϭ ϭ Ϯ ϭϮ ϰϮϯ ϭϯ DĞƌĐŚĂŶƚtŚŽůĞƐĂůĞƌƐ͕ƵƌĂďůĞ'ŽŽĚƐ ϵϵ ϰ͘ϵй ͲϬ͘ϲй ϰ Ϯ ϲ Ϭ Ϭ Ϭ Ϯϯ ϰϮϰ ϭϯ DĞƌĐŚĂŶƚtŚŽůĞƐĂůĞƐ͕EŽŶĚƵƌĂďůĞ'ŽŽĚƐ ϵϮ ϰ͘ϱй ͲϬ͘ϯй ϭϮ Ϯ ϭϰ Ϯ Ϯ ϰ ϯϳ ϰϮϱ ϭϯ tŚŽůĞƐĂůĞůĞĐƚƌŝĐDĂƌŬĞƚƐĂŶĚŐĞŶƚĂŶĚƌŽŬĞƌƐ ϰ Ϭ͘Ϯй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϰϭ ϭϯ DŽƚŽƌsĞŚŝĐůĞĂŶĚWĂƌƚƐĞĂůĞƌƐ ϭϱ Ϭ͘ϳй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϳ ϰϰϮ ϭϯ &ƵƌŶŝƚƵƌĞĂŶĚ,ŽŵĞ&ƵƌŶŝƐŚŝŶŐ^ƚŽƌĞƐ ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϰϯ ϭϯ DŝƐĐĞůůĂŶĞŽƵƐZĞƉĂŝƌ^ĞƌǀŝĐĞƐ Ϯ Ϭ͘ϭй Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭ ϰϰϰ ϭϯ ůĞĐƚƌŽŶŝĐƐĂŶĚƉƉůŝĂŶĐĞ^ƚŽƌĞƐ Ϯ Ϭ͘ϭй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϰϱ ϭϯ &ŽŽĚĂŶĚĞǀĞƌĂŐĞ^ƚŽƌĞƐ ϯ Ϭ͘ϭй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϰϲ ϭϯ ,ĞĂůƚŚĂŶĚWĞƌƐŽŶĂůĂƌĞ^ƚŽƌĞƐ ϵ Ϭ͘ϰй ͲϬ͘ϯй ϭ Ϯ ϯ Ϭ ϭ ϭ ϭ ϰϰϳ ϭϯ 'ĂƐŽůŝŶĞ^ƚĂƚŝŽŶƐ ϭϬ Ϭ͘ϱй Ϭ͘ϯй ϯ Ϭ ϯ Ϭ Ϭ Ϭ ϱ ϰϰϴ ϭϯ ůŽƚŚŝŶŐĂŶĚůŽƚŚŝŶŐĐĐĞƐƐŽƌŝĞƐ^ƚŽƌĞƐ ϵ Ϭ͘ϰй Ϭ͘Ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭ ϯϯϲ ϭϯ d>y/ ϭ &/^>zZϮϬϭϵ /Eh^dZz'ZKhWK&Yh/ZEd/d/^ ϯ/'/d E/^ Kϭϭ /Eh^dZz^Z/Wd/KE EhDZ ϰ WZEd K&dKd> йWK/Ed^ ,E' &ZKD&z ϮϬϭϴ ϭϮ &d K: dKd> &d K: dKd> EhDZK& ϯ/'/d /EdZͲ /Eh^dZz dZE^Ͳ d/KE^ ϭϰ >ZE'ZEd dK&dKZK: ^KEZYh^d /Es^d/'d/KE^ ϯ ϰϱϭ ϭϯ ^ƉŽƌƚŝŶŐ'ŽŽĚƐ͕,ŽďďLJ͕ŽŽŬ͕ĂŶĚDƵƐŝĐ^ƚŽƌĞƐ Ϯ Ϭ͘ϭй Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϱϮ ϭϯ 'ĞŶĞƌĂůDĞƌĐŚĂŶĚŝƐĞ^ƚŽƌĞƐ ϰ Ϭ͘Ϯй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϱϯ ϭϯ DŝƐĐĞůůĂŶĞŽƵƐ^ƚŽƌĞZĞƚĂŝůĞƌƐ ϭϮ Ϭ͘ϲй Ϭ͘ϱй Ϭ ϰ ϰ Ϭ ϰ ϰ ϱ ϰϱϰ ϭϯ EŽŶƐƚŽƌĞZĞƚĂŝůĞƌƐ Ϯϴ ϭ͘ϰй Ϭ͘ϯй Ϯ ϭ ϯ ϭ Ϭ ϭ ϭ ϰϴϭ ϭϯ ŝƌdƌĂŶƐƉŽƌƚĂƚŝŽŶ ϱ Ϭ͘Ϯй Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯ ϰϴϯ ϭϯ tĂƚĞƌdƌĂŶƐƉŽƌƚĂƚŝŽŶ ϯ Ϭ͘ϭй Ϭ͘Ϭй ϭ Ϭ ϭ Ϭ Ϭ Ϭ Ϯ ϰϴϰ ϭϯ dƌƵĐŬdƌĂŶƐƉŽƌƚĂƚŝŽŶ ϳ Ϭ͘ϯй Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭ ϰϴϱ ϭϯ dƌĂŶƐŝƚĂŶĚ'ƌŽƵŶĚdƌĂŶƐƉŽƌƚĂƚŝŽŶ Ϯ Ϭ͘ϭй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭ ϰϴϲ ϭϯ WŝƉĞůŝŶĞdƌĂŶƐƉŽƌƚĂƚŝŽŶ ϭϵ Ϭ͘ϵй ͲϬ͘Ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϲ ϰϴϳ ϭϯ ^ĐĞŶŝĐĂŶĚ^ŝŐŚƚƐĞĞŝŶŐdƌĂŶƐƉŽƌƚĂƚŝŽŶ ϯ Ϭ͘ϭй Ϭ͘ϭй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϭ ϰϴϴ ϭϯ ^ƵƉƉŽƌƚĐƚŝƚŝǀŝĞƐĨŽƌdƌĂŶƐƉŽƌƚĂƚŝŽŶ Ϯϲ ϭ͘ϯй Ϭ͘ϱй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰ ϲ Ϭ͘ϯй Ϭ͘ϭй ϯ Ϭ ϯ Ϭ Ϭ Ϭ Ϯ ϰϵϮ ϭϯ ŽƵƌŝĞƌƐ ϰϵϯ ϭϯ tĂƌĞŚŽƵƐŝŶŐĂŶĚ^ƚŽƌĂŐĞ ϱ Ϭ͘Ϯй ͲϬ͘Ϯй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϭ ϱϭϭ ϭϯ WƵďůŝƐŚŝŶŐ/ŶĚƵƐƚƌŝĞƐ;ĞdžĐĞƉƚ/ŶƚĞƌŶĞƚͿ ϭϯϮ ϲ͘ϱй Ϭ͘Ϯй ϭ ϭϬ ϭϭ Ϭ ϱ ϱ ϰϮ ϱϭϮ ϭϯ DŽƚŝŽŶWŝĐƚƵƌĞƐĂŶĚ^ŽƵŶĚZĞĐŽƌĚŝŶŐ/ŶĚƵƐƚƌŝĞƐ ϳ Ϭ͘ϯй ͲϬ͘ϯй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϯ ϱϭϰ ϭϯ /ŶĨŽƌŵĂƚŝŽŶ^ĞƌǀŝĐĞƐĂŶĚĂƚĂWƌŽĐĞƐƐŝŶŐ^ĞƌǀŝĐĞƐ ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϱϭϱ ϭϯ ƌŽĂĚĐĂƐƚŝŶŐ;ĞdžĐĞƉƚ/ŶƚĞƌŶĞƚͿ ϭϭ Ϭ͘ϱй ͲϬ͘ϭй Ϭ ϯ ϯ Ϭ ϭ ϭ ϲ Ϯϭ ϭ͘Ϭй ͲϬ͘ϱй Ϭ Ϯ Ϯ Ϭ Ϭ Ϭ ϲ /ŶƚĞƌŶĞƚ^ĞƌǀŝĐĞWƌŽǀŝĚĞƌƐ͕tĞď^ĞĂƌĐŚWŽƌƚĂůƐ͕ĂŶĚĂƚĂ WƌŽĐĞƐƐŝŶŐ^ĞƌǀŝĐĞƐ KƚŚĞƌ/ŶĨŽƌŵĂƚŝŽŶ^ĞƌǀŝĐĞƐ ϴϬ ϯ͘ϵй Ϭ͘ϲй ϭ ϱ ϲ Ϭ ϭ ϭ ϰ Ϯϲ ϭ͘ϯй ͲϬ͘ϭй Ϭ ϰ ϰ Ϭ Ϭ Ϭ ϭ ƌĞĚŝƚ/ŶƚĞƌŵĞĚŝĂƚŝŽŶĂŶĚZĞůĂƚĞĚĐƚŝǀŝƚŝĞƐ ϰϯ Ϯ͘ϭй ͲϬ͘ϰй Ϭ ϰ ϰ Ϭ ϭ ϭ Ϯϭ ϱϭϳ ϭϯ dĞůĞĐŽŵŵƵŶŝĐĂƚŝŽŶƐ ϱϭϴ ϭϯ ϱϭϵ ϭϯ ϱϮϮ ϭϯ d>y/ &/^>zZϮϬϭϵ ϭ /Eh^dZz'ZKhWK&Yh/ZEd/d/^ ϯ/'/d E/^ K ϭϭ /Eh^dZz^Z/Wd/KE EhDZ ϰ WZEd K&dKd> йWK/Ed^ ,E' &ZKD&z ϮϬϭϴ ϭϮ &d K: dKd> &d K: dKd> EhDZK& ϯ/'/d /EdZͲ /Eh^dZz dZE^Ͳ d/KE^ ϭϰ >ZE'ZEd dK&dKZK: ^KEZYh^d /Es^d/'d/KE^ ϯ ^ĞĐƵƌŝƚŝƚĞƐ͕ŽŵŵŽĚŝƚLJŽŶƚƌĂĐƚƐ͕ĂŶĚKƚŚĞƌ&ŝŶĂŶĐŝĂů /ŶǀĞƐƚŵĞŶƚƐĂŶĚZĞůĂƚĞĚĐƚŝǀŝƚŝĞƐ /ŶƐƵƌĂŶĐĞĂƌƌŝĞƌƐĂŶĚZĞůĂƚĞĚĐƚŝƚŝǀŝƚŝĞƐ ϲϬ ϯ͘Ϭй Ϭ͘ϳй Ϭ Ϯ Ϯ Ϭ Ϭ Ϭ ϯϭ ϳϲ ϯ͘ϳй Ϭ͘Ϯй Ϭ ϱ ϱ Ϭ Ϯ Ϯ ϯϵ ϱϮϱ ϭϯ &ƵŶĚƐ͕dƌƵƐƚƐ͕ĂŶĚKƚŚĞƌ&ŝŶĂŶĐŝĂůsĞŚŝĐůĞƐ ϰ Ϭ͘Ϯй Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϯ ϱϯϭ ϭϯ ZĞĂůƐƚĂƚĞ ϭϯ Ϭ͘ϲй ͲϬ͘ϰй ϭ Ϭ ϭ Ϭ Ϭ Ϭ ϭ ϱϯϮ ϭϯ ZĞŶƚĂůĂŶĚ>ĞĂƐŝŶŐ^ĞƌǀŝĐĞƐ ϮϬ ϭ͘Ϭй Ϭ͘Ϯй Ϯ ϭ ϯ ϭ Ϭ ϭ ϲ ϱϯϯ ϭϯ >ĞƐƐŽƌƐŽĨEŽŶĨŝŶĂŶĐŝĂů/ŶƚĂŶŐŝďůĞƐƐĞƚƐ;ĞdžĐĞƉƚŽƉLJƌŝŐŚƚĞĚ tŽƌŬƐͿ WƌŽĨĞƐƐŝŽŶĂů͕^ĐŝĞŶƚŝĨŝĐ͕ĂŶĚdĞĐŚŶŝĐĂů^ĞƌǀŝĐĞƐ ϭϲ Ϭ͘ϴй ͲϬ͘ϭй Ϯ Ϭ Ϯ Ϭ Ϭ Ϭ Ϯ ϱϮϯ ϭϯ ϱϮϰ ϭϯ ϱϰϭ ϭϯ ϮϬϭ ϵ͘ϵй ͲϬ͘ϳй ϭϮ ϭ ϭϯ Ϯ Ϭ Ϯ ϱϱ ϱϱϭ ϭϯ DĂŶĂŐĞŵĞŶƚŽŵƉĂŶŝĞƐĂŶĚŶƚĞƌƉƌŝƐĞƐ ϵ Ϭ͘ϰй Ϭ͘ϰй Ϭ ϳ ϳ Ϭ ϭ ϭ Ϭ ϱϲϭ ϭϯ ĚŵŝŶŝƐƚƌĂƚŝǀĞĂŶĚ^ƵƉƉŽƌƚ^ĞƌǀŝĐĞƐ ϲϭ ϯ͘Ϭй Ϭ͘ϰй ϯ ϭ ϰ ϭ Ϭ ϭ ϭϭ ϱϲϮ ϭϯ tĂƐƚĞDĂŶĂŐĞŵĞŶƚĂŶĚZĞŵĞĚŝĂƚŝŽŶ^ĞƌǀŝĐĞƐ ϭϭ Ϭ͘ϱй ͲϬ͘ϭй Ϭ ϭ ϭ Ϭ ϭ ϭ ϳ ϲϭϭ ϭϯ ĚƵĐĂƚŝŽŶĂů^ĞƌǀŝĐĞƐ ϮϮ ϭ͘ϭй Ϭ͘Ϯй Ϭ ϭ ϭ Ϭ Ϭ Ϭ ϲ ϲϮϭ ϭϯ ŵďƵůĂƚŽƌLJ,ĞĂůƚŚĂƌĞ^ĞƌǀŝĐĞƐ ϱϮ Ϯ͘ϲй Ϭ͘ϭй ϵ Ϭ ϵ ϯ Ϭ ϯ ϭϵ ϲϮϮ ϭϯ ,ŽƐƉŝƚĂůƐ ϭϱ Ϭ͘ϳй ͲϬ͘ϵй ϭϬ Ϭ ϭϬ Ϯ Ϭ Ϯ ϭϯ ϲϮϯ ϭϯ EƵƌƐŝŶŐĂƌĞ&ĂĐŝůŝƚŝĞƐ Ϯ Ϭ͘ϭй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϲϮϰ ϭϯ ^ŽĐŝĂůƐƐŝƐƚĂŶĐĞ ϭ Ϭ͘Ϭй Ϭ͘Ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϳϭϭ ϭϯ WĞƌĨŽƌŵŝŶŐƌƚƐ͕^ƉĞĐƚŽƌ^ƉŽƌƚƐ͕ĂŶĚZĞůĂƚĞĚ/ŶĚƵƐƚƌŝĞƐ ϴ Ϭ͘ϰй Ϭ͘Ϭй Ϭ Ϯ Ϯ Ϭ Ϭ Ϭ Ϯ ϳϭϯ ϭϯ ŵƵƐĞŵĞŶƚ͕'ĂŵďůŝŶŐ͕ĂŶĚZĞĐƌĞĂƚŝŽŶ/ŶĚƵƐƚƌŝĞƐ ϭϴ Ϭ͘ϵй ͲϬ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϯ ϭϱ Ϭ͘ϳй Ϭ͘ϯй ϲ Ϭ ϲ ϭ Ϭ ϭ ϲ ϳϮϭ ϭϯ ĐĐŽŵŵŽĚĂƚŝŽŶ ϳϮϮ ϭϯ &ŽŽĚ^ĞƌǀŝĐĞƐĂŶĚƌŝŶŬŝŶŐWůĂĐĞƐ ϯϭ ϭ͘ϱй Ϭ͘ϰй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭϬ ϴϭϭ ϭϯ ZĞƉĂŝƌƐĂŶĚDĂŝŶƚĞŶĂŶĐĞ ϭϭ Ϭ͘ϱй Ϭ͘ϭй ϰ Ϭ ϰ Ϭ Ϭ Ϭ ϰ ϴϭϮ ϭϯ WĞƌƐŽŶĂůĂŶĚ>ĂƵŶĚƌLJ^ĞƌǀŝĐĞƐ ϭϬ Ϭ͘ϱй Ϭ͘Ϯй Ϭ ϭ ϭ Ϭ Ϭ Ϭ Ϯ d>y/ &/^>zZϮϬϭϵ ϭ /Eh^dZz'ZKhWK&Yh/ZEd/d/^ ϯ/'/d E/^ K ϭϭ ϵϵϵ ϭϯ /Eh^dZz^Z/Wd/KE EŽŶĐůĂƐƐŝĨŝĐĂďůĞƐƚĂďůŝƐŚŵĞŶƚƐ EhDZ ϰ WZEd K&dKd> Ϯ Ϭ͘ϭй Ϯ͕ϬϯϬ ϭϬϬ͘Ϭй йWK/Ed^ ,E' &ZKD&z ϮϬϭϴ ϭϮ &d K: dKd> &d K: dKd> EhDZK& ϯ/'/d /EdZͲ /Eh^dZz dZE^Ͳ d/KE^ ϭϰ Ϭ͘ϭй Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ 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 --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Aftc%3Acb2590fc9df5d6ff. Public record. Not legal advice.