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DEPARTMENT OF JUSTICE

BUREAU OF COMPETITION

ANTITRUST DIVISION

hart-scott-rodino annual report

Fiscal Year 2013

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Thirty-Sixth Annual Report)

Edith Ramirez

William J. Baer

Chairwoman

Federal Trade Commission

Assistant Attorney General

Antitrust Division

INTRODUCTION

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

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

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

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

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

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

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

enforcement actions brought in fiscal year 2013 1 to protect consumers—individual, business, and

government—against anticompetitive mergers.

The Commission and the Antitrust Division continue their efforts to protect competition

by identifying and investigating those mergers and acquisitions that raise potentially significant

competitive concerns. In fiscal year 2013, 1,326 transactions were reported under the HSR Act,

representing about a 7.2% decrease from the 1,429 transactions reported in fiscal year 2012.

(See Figure 1 below.)

HSR Merger Transactions Reported

Fiscal Years 2004-2013

2,500

2,201

Number of Transactions

2,000

1,768

1,726

1,675

1,450

1,428

1,500

1,429

1,326

1,166

1,000

716

500

2004

2005

2006

2007

2008

2009

2010

2011

Fiscal Year

(Figure 1)

Fiscal year 2013 covers the period of October 1, 2012 through September 30, 2013.

2012

2013

During fiscal year 2013, the Commission brought 23 merger enforcement actions, 2

including 16 in which it accepted consent orders for public comment, all of which resulted in

final orders; two in which the transactions were abandoned or restructured as a result of antitrust

concerns raised during the investigation; one in which the Commission filed a complaint in

federal court to permanently enjoin the acquisition; and four in which the Commission initiated

administrative litigation. In one of these administrative matters, the Commission

contemporaneously filed a motion for preliminary injunction in federal court. In two of the

others, the Commission dismissed its administrative complaints after the parties abandoned their

intended transactions, and in the fourth, the Commission issued a consent order requiring

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

economy, including pharmaceuticals, hospitals, high tech and industrial goods, casinos, and

energy.

One of the Commission’s notable challenges was against Idaho-based St. Luke’s Health

System’s acquisition of Idaho’s largest independent, multi-specialty physician practice group,

Saltzer Medical Group. The Commission, together with the Idaho Attorney General, initiated an

action in federal district court to block the transaction. The four-week bench trial began on

September 23, 2013. On January 24, 2014, the U.S. District Court for the District of Idaho found

that the acquisition violated Section 7 of the Clayton Act and the Idaho Competition Act, and

permanently enjoined the consummated acquisition and ordered St. Luke’s to fully divest itself

of Saltzer’s physicians and assets. St. Luke’s has appealed the decision.

The Commission also initiated federal district court and administrative proceedings in

connection with its challenge of Ardagh Group S.A.’s proposed acquisition of rival glass

container manufacturer Saint-Gobain Containers, Inc. To resolve the litigation, Ardagh agreed

to sell six of its nine U.S. glass container manufacturing plants. In another challenge, the

Commission initiated administrative litigation and authorized staff to seek a temporary

restraining order and preliminary injunction in federal district court to block casino operator

Pinnacle Entertainment’s proposed acquisition of rival Ameristar Casinos. The Commission

agreed to resolve the litigation with a consent order that required Pinnacle to divest casino

properties in Missouri and Louisiana to settle concerns that the acquisition would hinder

competition in those areas.

During fiscal year 2013, the Antitrust Division challenged 15 merger transactions. In

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

Division prevailed at trial in its challenge to Bazaarvoice’s $168 million consummated

acquisition of PowerReviews, its closest rival in the U.S. market for internet product ratings and

reviews platforms. Subsequently, a proposed consent decree was filed with the court on April

24, 2014, requiring Bazaarvoice to divest the assets it acquired from PowerReviews and to

adhere to other requirements to fully restore competition in the provision of online product

ratings and reviews platforms. In another court challenge, trial is pending. The other five court

challenges resulted in settlements being filed with the court: three times simultaneously with the

complaint, and in two other instances, post-complaint. In the eight fiscal year 2013 challenges

where the Division did not file a complaint, the parties in three instances abandoned the proposed

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 2013.

transaction, in three instances restructured the proposed transaction, and in two instances

changed their conduct to avoid competitive problems, thus resolving the Division’s concerns.

One of the Division’s notable challenges was the suit brought, together with several state

attorneys general, to block the merger between US Airways and American Airlines. As

proposed, this transaction would have reduced competition in air travel—an industry that is

increasingly concentrated and oligopolistic—and raised prices for consumers. The settlement,

which was entered by the court on April 25, 2014, requires the parties to divest key assets at

capacity-constrained airports across the county. These divestitures will provide low cost carrier

airlines the opportunity to expand their national footprint and increase system-wide competition

to the benefit of the American consumer.

The Division also acted to preserve competition and avoid price increases in the U.S. beer

market, suing to stop Anheuser-Busch InBev’s (ABI) proposed acquisition of total ownership

and control of Grupo Modelo, a leading rival and aggressive competitor. After the Division

sued, the parties agreed to divest to Constellation Brands Modelo’s entire U.S. business, ensuring

that Modelo would remain an independent horizontal competitor of ABI and MillerCoors.

In fiscal year 2013, the Commission’s Premerger Notification Office (“PNO”) continued

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

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

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

http://www.ftc.gov/enforcement/premerger-notification-program, continued to provide improved

access to information necessary to the notification process. The website includes basic

resources, such as introductory guides, that provide an overview of the premerger notification

program and merger review process. It is the primary source of information for HSR

practitioners seeking information relating to the HSR form and instructions, the premerger

notification statute and rules, current filing thresholds, notices of grants of early termination,

filing fee instructions, scheduled HSR events, training materials for new HSR practitioners, tips

for completing the filing form, procedures for submitting post-consummation filings, contact

information for PNO staff, and frequently asked questions regarding HSR filing requirements.

Web users also can find up-to-date information, including speeches, press releases, summaries

and highlights, and Federal Register notices regarding any amendments to the HSR rules. The

website also includes a database of informal interpretation letters, giving the public ready access

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

staff is available to help HSR practitioners comply with HSR notification requirements.

BACKGROUND OF THE HSR ACT

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

94-435 (“the Act” or “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 or assets be reported to the Commission and the Antitrust Division prior to

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

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

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

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

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

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

antitrust concerns are excluded from the Act’s coverage.

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

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

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

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

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

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

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

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

information and documentary material (“Second Request”). 3 The Second Request extends the

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

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

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

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

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

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

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

also may challenge the transaction in administrative litigation.

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

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

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

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

the filing form. 4 The program became effective on September 5, 1978. The Commission, with

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

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

of complying with the rules. 5

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 2004-2013, 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

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”).

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

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

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

and not granted. 6 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 2004 through 2013.

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

fiscal year 2013 decreased 7.2% from the number of transactions reported in fiscal year 2012. In

fiscal year 2013, 1,326 transactions were reported, while 1,429 were reported in fiscal year

2012. 7 The statistics in Appendix A also show that the number of merger investigations in

which Second Requests were issued in fiscal year 2013 decreased 4.1% from the number of

merger investigations in which Second Requests were issued in fiscal year 2012. Second

Requests were issued in 47 merger investigations in fiscal year 2013 (25 issued by the FTC and

22 issued by the Antitrust Division), while Second Requests were issued in 49 merger

investigations in fiscal year 2012 (20 issued by the FTC and 29 issued by the Antitrust Division).

The percentage of transactions in which a Second Request was issued increased from 3.5% in

fiscal year 2012 to 3.7% in fiscal year 2013. (See Figure 2 below)

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 and n.2 of Appendix A (explaining calculation

of that data). There were 1,286 adjusted transactions in fiscal year 2013, 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.

Percentage of Transactions Resulting in Second Request

Fiscal Years 2004-2013

4.5%

5.0%

4.5%

3.9%

3.7%

Percent of Transactions

4.0%

3.5%

3.1%

3.5%

3.0%

2.6%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

Fiscal year

(Figure 2)

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

requested in the majority of transactions. In fiscal year 2013, early termination was requested in

77% (990) of the transactions reported. In fiscal year 2012, early termination was requested in

78% (1,094) of the transactions reported. The percentage of requests granted out of the total

requested decreased from 82% in fiscal year 2012 to 80.5% in fiscal year 2013.

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

enforcement activities for transactions reported in fiscal year 2013. The tables provide, for

example, various categories of transactions, the number and percentage of transactions in which

clearance to investigate was granted by one antitrust agency to the other, and the number of

merger investigations in which Second Requests were issued. Table III of Exhibit A shows that,

in fiscal year 2013, clearance was granted to either of the agencies to conduct an initial

investigation in 16.9% of the total number of transactions reported. The tables also provide the

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

threshold indicated in the notification report. In fiscal year 2013, the dollar value of reported

transactions was $815 billion. 8

The information on the value of reported adjusted transactions for fiscal year 2013 is drawn from a database

maintained by the Premerger Notification Office.

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 2013 based on the

acquired entity’s operations. 9

Percentage of Transactions By Industry Group of Acquired Entity

Fiscal Year 2013

Health Services,

5.5%

Chemicals &

Pharmaceuticals,

6.1%

Transportation,

2.4%

Energy & Natural

Resources, 8.3%

Consumer Goods &

Services, 27.8%

Information

Technology, 9.3%

Other, 15.3%

Manufacturing,

16.3%

Banking &

Insurance, 9.0%

(Figure 3)

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

Amendments to the Premerger Notification Rules

The Commission, with the concurrence of the Antitrust Division, amended the premerger

notification rules (effective August 9, 2013) to provide a framework for the withdrawal of a

premerger notification filing under the HSR Act. 10 These amendments set forth the procedures

for voluntarily withdrawing an HSR filing; establish when a premerger notification filing will be

automatically withdrawn if a filing publicly announcing the termination of the transaction is

made with the U.S. Securities and Exchange Commission under the Securities Exchange Act of

1934 and the rules promulgated under that Act; and set forth the procedure for resubmitting a

filing after a withdrawal without incurring an additional filing fee.

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

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

Press Release, FTC Finalizes Amendments to the Premerger Notification Rules Related to the Withdrawal of HSR

Filings (June 28, 2013), available at http://www.ftc.gov/news-events/press-releases/2013/06/ftc-finalizesamendments-premerger-notification-rules-related; 78 Fed. Reg. 41293 (July 10, 2013) (codified at 16 C.F.R. pt.

803).

In another rule change (effective December 16, 2013), the Commission, with the

concurrence of the Antitrust Division, amended the premerger notification rules regarding

acquisitions of exclusive patent rights in the pharmaceutical industry. 11 The amended rules

provide a framework for determining when a transaction involving the transfer of rights to a

patent or part of a patent in the pharmaceutical and medicine manufacturing industry constitutes

an asset acquisition that may be reportable under the HSR Act.

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 2013. The agencies monitor compliance through a

number of methods, including a review of newspapers and industry publications for

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

Act’s requirements. In addition, industry sources, such as competitors, customers, and suppliers,

interested members of the public, and, in certain cases, the parties themselves, often provide the

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

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

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

day the violation continues. 12 The antitrust agencies examine the circumstances of each

violation to determine whether penalties should be sought. 13 During fiscal year 2013, 39 postconsummation “corrective” filings were received, and the agencies brought two enforcement

actions, resulting in $1.2 million in civil penalties.

In United States v. Barry Diller, 14 the complaint alleged that Barry Diller, a member of

the board of directors of The Coca Cola Company (“Coke”), failed to comply with the HSR

Act’s premerger notification requirements before acquiring Coke voting securities. Although

this was the first time that Diller was charged with an HSR Act violation, he had previously

made a corrective filing for what he claimed was an inadvertent failure to file before acquiring

voting securities of a different company. Under the terms of a consent decree filed

simultaneously with the complaint and entered by the court on July 3, 2013, Diller agreed to pay

a $480,000 civil penalty to settle the charges.

Press Release, FTC Finalizes Amendments to the Premerger Notification Rules Related to the Transfer of

Exclusive Patent Rights in the Pharmaceutical Industry (Nov. 6, 2013), available at http://www.ftc.gov/newsevents/press-releases/2013/11/ftc-finalizes-amendments-premerger-notification-rules-related; 78 Fed. Reg. 68705

(Nov. 15, 2013) (codified at 16 C.F.R. pt. 801).

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

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

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

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

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

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.

United States v. Barry Diller, No. 1:13-CV-01002 (D.D.C.) (final judgment issued July 3, 2013), available at

http://www.ftc.gov/sites/default/files/documents/cases/2013/07/130703dillerjdmt.pdf.

In United States v. MacAndrews & Forbes Holdings, 15 the complaint alleged that

investment firm MacAndrews & Forbes Holdings Inc. failed to comply with premerger

notification requirements before acquiring voting securities of Scientific Games Corporation in

June 2012. Although this was the first time that MacAndrews & Forbes had been charged with

an HSR Act violation, the firm had previously made a corrective filing in May 2011 for what it

asserted was an inadvertent failure to file before acquiring voting securities of a different

company. Under the terms of a consent decree filed simultaneously with the complaint and

entered by the court on July 1, 2013, MacAndrews & Forbes agreed to pay a civil penalty of

$720,000 to settle the charges.

Threshold Adjustments

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

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

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

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

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

thresholds contained in the rules. The revised thresholds are published annually in January and

become effective 30 days after publication.

On January 11, 2013, the Commission published a notice 16 to reflect adjustment of the

reporting thresholds as required by the 2000 amendments 17 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 $68.2 million to $70.9 million, became effective February 11, 2013.

MERGER ENFORCEMENT ACTIVITY 18

The Department of Justice

During fiscal year 2013, the Antitrust Division challenged 15 merger transactions that it

concluded might have substantially lessened competition if allowed to proceed as proposed. In

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

these seven court challenges was litigated, and the district court ruled in favor of the government

on January 8, 2014. In another court challenge, trial is pending. In three, the parties filed

settlement papers simultaneously with the complaint, and in two other court challenges,

settlement papers were filed post-complaint. In the eight fiscal year 2013 challenges where the

Division did not file a complaint, in three instances the parties abandoned the proposed

transaction, in three other instances the parties restructured the proposed transaction, and in two

United States v. MacAndrews & Forbes Holdings Inc., No. 1:13-CV-0926 (D.D.C.) (final judgment issued July 1,

2013), available at

http://www.ftc.gov/sites/default/files/documents/cases/2013/07/130701macandrewsforbesjdmt.pdf.

78 Fed. Reg. 2406 (Jan. 11, 2013).

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

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.

instances the parties changed their conduct to avoid competitive problems, thus resolving the

Division’s concerns. 19

In United States v. Star Atlantic Waste Holdings, L.P., Veolia Environnement S.A., and

Veolia ES Solid Waste, Inc., 20 the Division challenged the proposed acquisition of Veolia

Environnement S.A. by Star Atlantic Waste Holdings, L.P. The complaint alleged that the

transaction, as originally proposed, would have resulted in higher prices for the collection of

commercial waste and the disposal of municipal solid waste in northern New Jersey, central

Georgia, and Macon, Georgia. In each of these areas, Star Atlantic and Veolia were two of only

a few significant firms providing commercial waste collection and municipal solid waste

disposal. The Division filed a proposed consent decree simultaneously with the complaint,

requiring Star Atlantic and Veolia to divest three transfer stations in northern New Jersey, a

landfill and transfer station in central Georgia, and three commercial waste collection routes in

the Macon metropolitan area. On March 1, 2013, the court entered the decree.

In United States and State of New York v. Twin America, LLC, Coach USA, Inc.,

International Bus Services, Inc., CitySights, LLC, and City Sights Twin, LLC, 21 the Division and

the State of New York challenged the formation of Twin America, a joint venture formed in

2009 between the two largest double-decker hop-on, hop-off sightseeing bus companies

operating in New York City. In addition to the joint venture itself, the complaint also names as

defendants Coach USA Inc. and CitySights, LLC and the subsidiaries through which they

entered into the Twin America joint venture, International Bus Services Inc. and City Sights

Twin, LLC. The complaint alleges that the joint venture, which did not require notification

under the HSR Act, had the effect of eliminating head-to-head competition between Coach and

CitySights in the market for hop-on, hop-off bus tours in New York City and gave the parties an

effective monopoly that enabled them to raise prices to consumers. The lawsuit seeks to dissolve

the joint venture and impose other relief to restore competition and redress the anticompetitive

effects of the parties’ conduct. The suit is pending litigation.

In United States v. Bazaarvoice, Inc., 22 the Division challenged the June 2012 acquisition

of PowerReviews, Inc. by Bazaarvoice, Inc. The complaint alleged that the transaction, which

was not reportable under the HSR Act, significantly lessened competition in the market for

product ratings and reviews (PRR) platforms in the United States by combining Bazaarvoice’s

WellPoint Inc.’s proposed acquisition of Amerigroup Corp. (Medicaid managed care plans); proposed acquisition

of certain branches from Bank of America by Camden National Bank, N.A. (banks); EnviroSolutions Holdings,

Inc.’s acquisition of Environmental Alternatives, Inc. (solid waste collection; solid waste landfill); Entergy’s

acquisition of Acadia Energy Center Block II from Acadia Power Partners (wholesale electricity); Aetna, Inc.’s

proposed acquisition of Coventry Health Care, Inc. (direct health and medical insurance carriers and third party

administration of insurance and pension funds); Partners Healthcare System Inc.’s proposed acquisition of Cooley

Dickinson Hospital (hospital services); Midcontinent Communications’ proposed acquisition of the Knology

business centered in Sioux Falls, South Dakota from WideOpenWest (WOW!) (cable, ISP, television broadcasting

and sale of advertising); BAE Systems Inc.’s proposed acquisition of MHI Ship Repair & Services from American

Maritime Holdings Inc. (ship building and repair).

United States v. Star Atlantic Waste Holdings, L.P., Veolia Environnement S.A., and Veolia ES Solid Waste, Inc.,

No. 1:12-CV-01847 (D.D.C. filed November 15, 2012).

United States and State of New York v. Twin America, LLC, Coach USA, Inc., International Bus Services, Inc.,

CitySights, LLC and City Sights Twin, LLC, No. 12-CV-8989 (S.D.N.Y. filed December 11, 2012).

United States v. Bazaarvoice, Inc., No. C-13-0133 (N.D. Cal. filed January 10, 2013).

market-leading PRR platform with PowerReviews, its most significant U.S. rival. Consumergenerated product ratings and reviews are displayed on retailers’ and manufacturers’ websites to

enhance the online shopping experience. The feature allows consumers to read feedback from

authentic product owners prior to making a purchase. According to the complaint, before the

transaction PowerReviews was an aggressive price competitor and Bazaarvoice routinely

responded to competitive pressure from PowerReviews. The lawsuit sought to restore the

competition lost as a result of the acquisition by, among other things, having Bazaarvoice divest

assets sufficient to create a separate and viable competing business to replace PowerReviews’

competitive significance in the marketplace. After a three week trial, on January 8, 2014, the

district court issued a Memorandum Opinion concluding that Bazaarvoice’s acquisition violated

the antitrust laws. The court’s Memorandum Opinion can be found at

http://www.justice.gov/atr/cases/bazaarvoice.html. A proposed consent decree was filed April

24, 2014, requiring Bazaarvoice to sell all of the PowerReviews assets to a divestiture buyer and

containing other provisions to compensate for the deterioration of PowerReviews’ competitive

position that occurred as a result of the transaction. Under the proposed consent decree,

Bazaarvoice is required to provide syndication services to the divestiture buyer for four years,

allowing the divestiture buyer to build its customer base and develop its own syndication

network. Bazaarvoice is required to waive breach of contract claims against its customers,

allowing them to switch to the divestiture buyer without penalty. Bazaarvoice is also required to

waive trade-secret restrictions for any of its employees who are hired by the divestiture buyer,

enabling the buyer to leverage Bazaarvoice’s post-merger research and development efforts.

In United States v. Anheuser-Busch InBev SA/NV and Grupo Modelo S.A.B de C.V., 23 the

Division challenged Anheuser-Busch InBev’s (ABI) proposed acquisition of the remaining

interest in Grupo Modelo that ABI did not already own. According to the complaint filed on

January 31, 2013, as originally proposed, the $20.1 billion transaction would have substantially

lessened competition in the market for beer in the United States as a whole and in 26

metropolitan areas across the United States, resulting in consumers paying more for beer and

diminished innovation. ABI’s Bud Light is the best selling beer in the United States, and

Modelo’s Corona Extra is the best selling import. On April 19, 2013, a consent decree was filed

settling the suit and requiring Modelo and ABI to make divestitures that would fully replace

Modelo as a competitor in the United States. The decree called for the divestiture of Modelo’s

entire U.S. business including perpetual and exclusive licenses of Modelo brand beers for

distribution and sale in the United States, its most advanced brewery, Piedras Negras, and its

interest in Crown Imports, LLC (Crown) to Constellation Brands, Inc. (Constellation) or an

alternative purchaser. Crown was the joint venture established by Modelo and Constellation to

import, market, and sell certain Modelo beers into the United States. The decree was entered by

the court on October 24, 2013.

In United States. v. Ecolab Inc. and Permian Mud Service, Inc., 24 the Division challenged

Ecolab Inc.’s proposed acquisition of Permian Mud Services, Inc. The complaint alleged that the

transaction, as originally proposed, would combine two of the three leading providers of

production chemical management services (“PCMS”) for deepwater wells in the U.S. Gulf of

United States v. Anheuser-Busch InBev SA/NV and Grupo Modelo S.A.B de C.V., No 1:13-CV-00127

(D.D.C. filed January 31, 2013).

United States v. Ecolab Inc. and Permian Mud Service, Inc., No 1:13-CV-00444 (D.D.C. filed April 8, 2013).

Mexico (“Gulf”) and eliminate significant competition in the highly concentrated market, leading

to higher prices, reduced service quality, and diminished innovation. PCMS involves the

application of specially formulated chemical solutions to oil and gas wells to facilitate

hydrocarbon production and protect well infrastructure. These critical services are administered

by experienced personnel including scientists, engineers, and other lab technicians who

customize the chemical blends and application methodology for specific well formations.

Permian’s wholly-owned subsidiary, Champion Technologies, Inc. (“Champion”), and Ecolab’s

wholly-owned subsidiary, Nalco Company (“Nalco”), were the two largest suppliers of

deepwater PCMS in the Gulf, and the companies vigorously competed head-to-head to win the

business of oil and gas exploration and production companies. A proposed consent decree

settling the suit filed simultaneously with the complaint requires the companies to divest to

Clariant Corporation and its affiliate, Clariant International Ltd., assets Champion had been

using to provide deepwater production chemical management services in the Gulf, including the

patent for Champion’s best-selling production chemical in the deepwater Gulf. The settlement

also provides Clariant with the exclusive right to hire the merged firm’s relevant personnel, who

possess essential expertise and know-how. The court entered the consent decree on September

18, 2013.

In United States and State of Texas v. Cinemark Holdings, Inc., Rave Holdings, LLC and

Alder Wood Partners, L.P., 25 the Division and the State of Texas challenged the proposed

acquisition by Cinemark of Rave Cinemas. According to the complaint, the transaction, as

originally proposed, would lessen competition in the market for first-run, commercial movies in

specified portions of Kentucky, New Jersey and Texas. Under the terms of the proposed consent

decree filed along with the complaint, Cinemark must divest movie theaters in Kentucky, New

Jersey and Texas. In addition, Cinemark’s chairman must divest Movie Tavern, Inc., a company

that he controlled that operated in Fort Worth and Denton, Texas that competed with Rave

Cinemas. Without the divestitures, moviegoers in the relevant areas would likely have faced

higher prices, and Cinemark, Rave Cinemas, and Movie Tavern would have had less incentive to

maintain, upgrade, and renovate their theaters and to license the most popular movies, reducing

the quality of the viewing experience for the moviegoer. On August 15, 2013, the court entered

the consent decree.

In United States, et al. v. US Airways Group, Inc. and AMR Corporation, 26 the Division

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

Columbia challenged the proposed $11 billion merger between US Airways Group, Inc. and

American Airlines’ parent company, AMR Corporation. The complaint alleged that the

transaction, as originally proposed, would substantially lessen competition for commercial air

travel and result in passengers paying higher airfares and receiving reduced service. In addition,

the transaction would reduce competition in the market for slots at National Airport where the

merged carrier would control almost 70% of the slots. A proposed consent decree settling the

suit was filed November 12, 2013, requiring US Airways and American to divest slots and gates

in key constrained airports across the country to low cost carriers in order to enhance system25

United States and State of Texas v. Cinemark Holdings, Inc., Rave Holdings, LLC, and Alder Wood Partners,

L.P., No. 1:13-CV-00727 (D.D.C. filed May 20, 2013).

United States et al. v. US Airways Group, Inc. and AMR Corporation, No. 1:13-CV-01236 (D.D.C. filed August

13, 2013).

wide competition in the airline industry and address the competitive harm that would result from

the proposed transaction. Specifically, the companies are required to divest or transfer: (i) 104

air carrier slots and related gates and facilities at Washington Reagan National Airport; (ii) 34

slots at New York LaGuardia Airport and related gates and facilities; and (iii) two gates and

related facilities at each of five airports: Boston Logan, Chicago O’Hare, Dallas Love Field, Los

Angeles International, and Miami International. These divestitures are the largest ever in an

airline merger and will allow low cost carriers to fly more direct and connecting flights

throughout the country in competition with the legacy carriers. This will result in more choices

and more competitive airfares for consumers. The court entered the consent decree on April 25,

2014.

Additionally, during fiscal year 2013, the Division initiated one civil contempt

proceeding. On November 14, 2012, the Division filed a petition in the U.S. District Court for

the District of Columbia asking the court to find Exelon Corporation in civil contempt for

violating the consent decree and related order entered by the court in United States v. Exelon

Corporation and Constellation Energy Group, Inc. 27 Under the decree, Exelon was required to

sell three electricity plants in Maryland Brandon Shores and H.A. Wagner in Anne Arundel

County, MD and C.P. Crane in Baltimore County, MD. Exelon was also required to abide by a

hold separate stipulation and order that placed restrictions on Exelon’s conduct between the time

Exelon closed its $7.9 billion acquisition of Constellation and the time it completed the plant

divestitures required by the consent decree. The hold separate required Exelon, during this

period, to bid certain of its electricity generating plants at or below cost to ensure that Exelon

would not be able to raise market prices for electricity. In consenting to entry of the consent

decree and hold separate, Exelon specifically agreed to take all steps necessary to comply with

its legal obligations. The petition charged that Exelon failed to fulfill its obligations under the

decree and related order. In a settlement agreement filed simultaneously with the petition, and

approved by the court on November 26, 2012, Exelon agreed to pay $400,000 to settle the

alleged violation.

The Federal Trade Commission

During fiscal year 2013, the Commission brought 23 merger enforcement actions. Those

23 actions include: 16 in which the Commission accepted consent orders for public comment,

with all 16 resulting in final orders; one in which the transaction was abandoned and one in

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

investigation; one in which the Commission initiated proceedings to obtain a permanent

injunction in federal district court; and four in which the Commission initiated administrative

litigation. In one of the four administrative litigation matters, the Commission also sought a

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

Commission’s administrative litigation.

Described below are the four matters in which the Commission initiated administrative

litigation, and the single matter in which the Commission sought to enjoin permanently a

consummated acquisition in federal district court.

See the HSR Annual Report, Fiscal Year 2012 for a description of this case.

In Reading Health System/Surgical Institute of Reading, 28 the Commission issued an

administrative complaint challenging, and authorized staff to seek a preliminary injunction in

federal district court enjoining, Reading Health Systems’ (“RHS’”) proposed acquisition of rival

surgical services provider Surgical Institute of Reading, L.P. The Commission alleged that the

acquisition would have substantially reduced quality and price competition for orthopedic and

other surgical services in the Reading, Pennsylvania area, and increased RHS’s ability to demand

higher reimbursement rates from commercial health plans, causing significant harm to area

employers and residents. Shortly after the Commission filed its administrative complaint, the

parties abandoned the transaction.

In Integrated Device Technology/PLX Technology, 29 the Commission challenged

Integrated Device Technology’s (“IDT’s”) proposed acquisition of PLX Technology (“PLX”),

IDT’s primary competitor. The Commission alleged that the transaction would have created a

near-monopoly in the market for PCIe switches, a type of integrated computer circuit, which

performs critical connectivity functions in computers and other electronic devices. The

Commission also alleged that the acquisition would have eliminated substantial price, quality,

and customer service competition between the two firms, leading to higher prices, less

innovation, reduced customer service, and lower-quality products for consumers. The

Commission issued an administrative complaint challenging, and authorized staff to seek a

preliminary injunction in federal district court enjoining, the transaction. Shortly after the

Commission filed its administrative complaint, IDT and PLX abandoned the transaction.

In Pinnacle Entertainment/Ameristar Casinos, 30 the Commission issued an

administrative complaint to challenge, and authorized staff to seek a preliminary injunction in

federal district court to enjoin, Pinnacle Entertainment’s $2.8 billion acquisition of rival casino

operator, Ameristar Casinos. The Commission charged that the proposed transaction would

substantially reduce the combined entity’s incentive to offer better prices and higher quality

amenities and casino services to customers in two geographic markets: the St. Louis, Missouri

metropolitan area, and the Lake Charles, Louisiana area. The Commission alleged that in St.

Louis, the proposed acquisition would eliminate direct price and non-price competition between

Pinnacle’s two casinos—Lumière and River City—and Ameristar’s St. Charles casino, enabling

the merged firm to reduce its promotions and discounts to customers, reduce its investments in

amenities, and offer a lower-quality experience without losing a substantial number of

customers. In Lake Charles, Ameristar was building Mojito Pointe, a casino and hotel property

located adjacent to Pinnacle’s existing casino resort, L’Auberge Lake Charles. Ameristar

expected to open Mojito Pointe in 2014. The Commission alleged that in Lake Charles, the

proposed acquisition would eliminate the significant competitive impact of Ameristar’s entry and

close competition with Pinnacle, and thus eliminate the merging parties’ incentive to offer

In the Matter of Reading Health Sys., FTC Dkt. No. 9353 (compl. filed Nov. 16, 2012), available at

http://www.ftc.gov/enforcement/cases-proceedings/121-0155/reading-health-system-surgical-institute-readingmatter.

In the Matter of Integrated Device Tech., FTC Dkt. No. 9354 (compl. filed Dec. 18, 2012), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/01/matter-integrated-device-technology-inccorporation.

In the Matter of Pinnacle Entm’t, FTC Dkt. No. 9355 (compl. filed May 28, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/12/pinnacle-entertainment-inc-ameristarcasinos-inc.

promotions, discounts, and better amenities to keep L’Auberge and Mojito Pointe customers

from switching to the other’s casino. To resolve the litigation and ensure that casino patrons

would continue to benefit from competitive pricing and amenities in the St. Louis and Lake

Charles areas, the Commission issued a consent order that required Pinnacle to divest its St.

Louis-based Lumiére casino and all related assets, as well as all of the assets associated with

Ameristar’s development and construction of Mojito Pointe casino in Lake Charles.

In Ardagh Group S.A./Saint-Gobain Containers, 31 the Commission issued an

administrative complaint challenging Ardagh Group’s proposed $1.7 billion acquisition of rival

glass manufacturer Saint-Gobain Containers. The Commission’s complaint alleged that the

acquisition would combine two of the three largest U.S. manufacturers of glass beer and spirits

containers and result in an effective duopoly, increasing the ease and likelihood of coordination

between the two remaining major glass container manufacturers. The Commission also alleged

that the acquisition would harm competition by eliminating the head-to-head price and

innovation competition that previously existed between Ardagh and Saint-Gobain. In addition to

the administrative litigation, FTC staff filed a separate complaint in federal district court, seeking

a preliminary injunction to halt the acquisition until the conclusion of the Commission’s

administrative proceeding and any subsequent appeals. To resolve the litigation, Ardagh agreed

to sell six of its nine glass container manufacturing plants in the United States to a Commissionapproved buyer.

In St. Luke’s Health System/Saltzer Medical Group, 32 the Commission and the Idaho

Attorney General filed a joint complaint in federal district court challenging Idaho-based St.

Luke’s Health System’s consummated acquisition of Saltzer Medical Group. The Complaint

alleged that the acquisition combined the two largest providers of adult primary care physician

services in the Nampa, Idaho area, and increased St. Luke’s ability and incentive to demand

higher reimbursement rates from commercial health plans, thereby leading to higher health care

costs for Idaho employers and area consumers. In March 2013, the U.S. District Court for the

District of Idaho consolidated the Commission and Idaho Attorney General’s joint action with a

private action filed by two of St. Luke’s rivals who similarly sought to block the acquisition.

The 18-day proceeding commenced in September 2013 and ended in November. On January 24,

2014, the federal district court permanently enjoined the acquisition, finding that the combination

would likely substantially increase St. Luke’s market power over primary care physicians in the

Nampa area and thus allow St. Luke’s to demand higher rates for health care services, ultimately

leading to higher costs for both employers and consumers.

As previously stated, in fiscal year 2013, the Commission also accepted consent

agreements and issued proposed orders for public comment in 16 merger matters. The

Commission has finalized all 16 of them.

In the Matter of Ardagh Group, FTC Dkt. No. 9356 (compl. filed June 28, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/131-0087/ardagh-group-sa-public-limited-liabilitycompany; FTC v. Ardagh Group, Case No. 1:13-cv-01021 (RMC) (D.D.C.), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/11/ardagh-group-sa-compagnie-de-saint-gobainsaint.

FTC v. St. Luke’s Health Sys., Case No. 01:12-cv-00560-BLW-REB (D. Idaho) (compl. filed Mar. 12, 2013),

available at http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/03/st-lukes-health-system-ltd-andsaltzer-medical-group.

In Universal Health Services/Ascend Health Services, 33 the Commission challenged

Universal Health Services’ acquisition of Ascend Health Services. As proposed, the transaction

allegedly would have led to a virtual monopoly and harmed competition for the provision of

acute inpatient psychiatric services to commercially insured patients in the El Paso, Texas/Santa

Theresa, New Mexico area. To resolve these charges, the Commission issued a consent order

that required Universal Health to sell an acute inpatient psychiatric facility in the El Paso/Santa

Theresa area, thus restoring competition in the local market for acute inpatient psychiatric

services.

In Magnesium Elektron North America, 34 the Commission challenged Magnesium

Elektron North America, Inc.’s 2007 acquisition of rival Revere Graphics Worldwide, Inc.

Magnesium Elektron specialized in the manufacture of magnesium products, including

photoengraving magnesium plates. Revere also manufactured magnesium photoengraving

plates, in addition to zinc, copper, and brass plates. The Commission’s complaint alleged that

the transaction was an unlawful merger-to-monopoly in the worldwide market for

photoengraving magnesium plates, and increased Magnesium Elektron’s ability to exercise

market power unilaterally in the relevant market. To remedy these competitive concerns and

replace the competition lost as a result of the Revere acquisition, the Commission issued a

consent order requiring Magnesium Elektron to sell to Universal Engraving, Inc., a manufacturer

in an adjacent market, the intellectual property and know-how used to roll and coat magnesium

plates for photoengraving applications. The consent order also required Magnesium Elektron to

supply Universal with finished magnesium plates and the chemicals used in the photoengraving

process, thereby enabling Universal to enter the market immediately and compete while getting

its production up and running.

In Watson Pharmaceuticals/Actavis, 35 the Commission challenged Watson

Pharmaceuticals’ $5.9 billion acquisition of rival Actavis. The Commission charged that the

acquisition would reduce competition in the markets for 21 current and future generic drugs used

to treat a wide range of conditions, including hypertension, diabetes, attention deficit

hyperactivity disorder, and certain heart rhythm disorders. These markets were, or were

expected to be, concentrated, and Watson and Actavis were, or were expected to be, two of only

a few competitors. The consent order required the companies to divest the rights and assets

pertaining to 18 drugs, and relinquish the manufacturing and marketing rights to three others,

thus restoring competition that would otherwise be lost as a result of the acquisition and

resolving the Commission’s concerns about the acquisition’s likely impact on competition.

In Corning Incorporated, 36 the Commission charged that Corning’s acquisition of

Becton, Dickinson and Company’s Discovery Labware Division would have had an

In the Matter of Universal Health Servs., FTC Dkt. No. C-4372 (final order issued Nov. 27, 2012), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/05/universal-health-services-and-alan-b-miller.

In the Matter of Magnesium Elektron N.A., FTC Dkt. No. C-4381 (final order issued Dec. 21, 2012), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2012/12/magnesium-elektron-north-america-inc.

In the Matter of Watson Pharm., FTC Dkt. No. C-4373 (final order issued Dec. 13, 2012), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2012/12/magnesium-elektron-north-america-inc.

In the Matter of Corning Inc., FTC Dkt. No. C-4380 (final order issued Dec. 20, 2012), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2012/12/corning-incorporated.

anticompetitive impact in the markets for tissue culture treated dishes, multi-well plates, and

flasks (together, “TCT cell culture vessels”). TCT culture cell vessels are used by researchers at

pharmaceutical and biotechnology companies and at universities in their cell culture research.

According to the Commission, the acquisition would have increased Corning’s share in each

market, and increased its incentive and ability unilaterally to charge higher prices for TCT cell

culture vessels. To resolve these concerns and restore competition in the TCT cell culture

markets, the Commission issued a consent order that required Corning to provide assets and

assistance to enable another life sciences company to manufacture TCT cell culture vessels.

In Hertz Global Holdings/Dollar Thrifty, 37 the Commission challenged Hertz Global

Holdings’ $2.3 billion acquisition of Dollar Thrifty Automotive Group. Both Hertz and Dollar

Thrifty provided car rentals to consumers in most major airports in the United States, and were

two of four major competitors in the market for airport car rentals. The Commission charged

that the acquisition would harm competition for airport car rentals in 72 individual airport

locations by enabling the combined Hertz/Dollar Thrifty to increase prices, slow the pace of

innovation, and decrease service levels. The Commission further charged that the acquisition

would reduce the number of firms that own all of the most competitively significant car rental

brands from four to three, increasing the likelihood of coordination among the remaining

competitors. To resolve the Commission’s concerns and restore competition that would

otherwise have been lost as a result of the acquisition, the Commission issued a consent order

requiring Hertz to divest its entire Advantage Rent-A-Car business as well as 16 additional onairport locations to Franchise Services of North America, Inc. (“FSNA”) and Macquarie Capital

USA Inc. (“Macquarie”). The Commission’s consent order also required Hertz to divest 13

additional Dollar Thrifty airport concession agreements and related assets to FSNA/Macquarie.

FSNA, through its direct subsidiary Simply Wheelz, operated these assets under the Advantage

name. On November 15, 2013, Simply Wheelz filed for Chapter 11 bankruptcy protection and

sought to sell Advantage, which it had continued to operate during this process. Following a

bankruptcy auction held in December 2013, Catalyst was declared the winning bidder for the

Advantage assets. The bankruptcy court approved Catalyst’s acquisition of Advantage, subject

to Commission approval. Following a public comment period, the Commission approved

FSNA’s application to sell the Advantage assets to Catalyst on January 30, 2014.

In Robert Bosch GmbH/SPX Service Solutions, 38 the Commission accepted a consent

order to resolve charges that Bosch’s $1.15 billion acquisition of SPX Services Solutions would

have been anticompetitive. The Commission alleged that the acquisition, as originally proposed,

would have given Bosch a virtual monopoly in the U.S. market for equipment used to recharge

automobile air conditioning systems. Under the terms of the consent order, Bosch must divest its

air conditioning recycling, recovery, and recharge (“ACRRR”) devices business, including all

relevant intellectual property and contracts, to automotive manufacturer Mahle Clevite Inc. to

restore competition that would otherwise have been lost if the acquisition had proceeded as

initially proposed. In addition, the consent order resolves allegations that SPX harmed

competition when it reneged on its agreement to license certain standard-essential patents on fair,

In the Matter of Hertz Global Holdings, FTC Dkt. No. C-4376 (final order issued July 10, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/07/hertz-global-holdings-inc-matter.

In the Matter of Robert Bosch GmBH, FTC Dkt. No. C-4377 (final order issued Apr. 23, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/04/bosch-robert-bosch-gmbh.

reasonable, and nondiscriminatory terms. To that end, Bosch must offer a royalty-free license to

those patents to any third-party that wishes to use the patents to make ACRRR devices in the

U.S.

In Tesoro Corporation, 39 the Commission challenged Tesoro’s $335 million acquisition

of Chevron Corporation’s Northwest Products Pipeline system and associated terminals. The

Commission alleged that the acquisition as proposed would have given Tesoro ownership of two

of the three refined light petroleum products terminals in the Boise, Idaho area, leading to

substantially reduced competition for local terminaling services and increased terminal costs,

which likely would have been passed on to consumers. Refined light petroleum products include

gasoline, diesel fuel, and jet fuel. To resolve these concerns and preserve competition, the

Commission issued a consent order requiring Tesoro to sell a refined light petroleum products

terminal in Boise to a Commission-approved acquirer. The consent order also includes a

separate order to maintain assets to preserve the Tesoro Boise terminal as a viable, competitive,

and ongoing business until the terminal is divested.

In Oltrin Solutions/JCI Jones Chemicals, 40 the Commission challenged a non-compete

agreement between two producers of bulk sodium hydrochloride bleach, a disinfectant used by

municipalities and other entities to treat water. According to the Commission, in March 2010,

Oltrin Solutions, LLC agreed to pay JCI Jones Chemicals $5.5 million over four years in

exchange for JCI’s list of North Carolina bleach customers and an agreement that JCI would not

sell bulk bleach in North Carolina or South Carolina for six years. The Commission alleged that

the agreement eliminated substantial competition between Oltrin and JCI in the southern

Virginia, North Carolina, and South Carolina bulk bleach market; substantially increased market

concentration for bulk bleach sales in those areas; and increased Oltrin’s ability to raise bulk

bleach prices. To facilitate JCI’s re-entry into the bulk bleach market and restore the competition

lost as a result of the 2010 agreement, the Commission issued a consent order that required

Oltrin to, among other things, transfer to JCI customer contracts totaling approximately two

million gallons worth of bleach volume; enter into a six-month backup bleach supply agreement

with JCI, so that JCI can continue to supply its bleach customers if JCI encounters any

unexpected production interruptions; and notify any customers that requested a bid after

execution of the non-competition agreement that JCI will be supplying bleach in the relevant

area, and ask those customers to add JCI’s contact information to any future solicitation bids.

In Charlotte Pipe/Star Pipe Products, 41 the Commission accepted a consent order settling

charges that Charlotte Pipe and Foundry Company’s 2010 acquisition of the cast iron soil pipe

(“CISP”) business from Star Pipe Products, Ltd. was anticompetitive. In 2010, only two firms—

Charlotte Pipe and McWane Inc.—sold 90% of the CISP products in the U.S. CISP products are

used to transport wastewater from buildings to municipal sewage systems, to vent plumbing

systems, and to transport rainwater to storm drains. According to the Commission, the third39

In the Matter of Tesoro Corp., FTC Dkt. No. C-4405 (final order issued Aug. 5, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/04/bosch-robert-bosch-gmbh.

In the Matter of Oltrin Solutions, FTC Dkt. No. C-4388 (final order issued Mar. 7, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/03/oltrin-solutions-llc-company-jci-joneschemicals-inc.

In the Matter of Charlotte Pipe and Foundry, FTC Dkt. No. C-4403 (final order issued May 9, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/05/charlotte-pipe-and-foundry-company-et-al.

largest CISP seller, Star Products, had entered the U.S. market in 2007 and by 2010, had become

a disruptive force or “maverick,” competing on price and service to customers’ benefit. In July

2010, Charlotte Pipe acquired Star Pipe’s CISP business for $19 million. As part of the

transaction, the parties allegedly executed a “Confidentiality and Non-Competition Agreement”

that prohibited Star Pipe and certain of its employees from competing with Charlotte Pipe in the

U.S., Canada, and Mexico for six years. Star Pipe also allegedly agreed to keep the acquisition

confidential and inform its customers that it had decided to exit—rather than sell—the CISP

business. After the acquisition, Charlotte Pipe destroyed the CISP production equipment that it

acquired from Star Pipe. The Commission charged that the transaction, in conjunction with the

non-competition agreement, eliminated actual and direct competition between Charlotte Pipe and

Star Pipe, substantially increased market concentration, eliminated a maverick firm, and

increased Charlotte Pipe’s ability to unilaterally exercise market power. The Commission’s

consent order requires Charlotte Pipe to provide prior notification to the Commission of any

acquisition of any entity engaged in the manufacture and sale of CISP products in the U.S., even

if the acquisition is not otherwise reportable under the HSR Act, and wait 30 days before closing

the transaction. In addition, the consent order prohibits Charlotte Pipe from enforcing the 2010

non-competition agreement against Star Pipe, and requires Charlotte Pipe to inform its customers

of the Commission’s consent order, the voided confidentiality and non-competition agreement

against Star Pipe, and Charlotte Pipe’s prior acquisitions of CISP manufacturers.

In Graco Inc., 42 the Commission charged that Graco violated the antitrust laws by

acquiring Gusmer Corp. in 2005 and GlasCraft, Inc. in 2008. At the time, Gusmer and GlasCraft

were Graco’s two closest competitors in the North American market for fast set equipment

(“FSE”), which is used by contractors to apply polyurethane and polyuria coatings. FSE

manufacturers sell their products almost exclusively through a network of specialized, third-party

distributors, which, in turn, sell to end-users. Prior to the acquisitions, distributors had

historically carried multiple FSE manufacturers’ brands, and Gusmer and GlasCraft competed

with Graco as full-line FSE manufacturers. The Commission alleged that Graco’s Gusmer and

GlasCraft acquisitions virtually eliminated all of Graco’s competition and increased Graco’s

market share to between 90 and 95%, enabling Graco to raise prices and reduce product options

and innovation. Additionally, Graco allegedly engaged in certain post-acquisition conduct that

heightened barriers to entry and expansion in the North American FSE market. For example, the

Commission charged that Graco increased the discount and inventory thresholds it required of

distributors, and threatened distributors with retaliation if they agreed to carry rivals’ products.

According to the Commission’s complaint, Graco also sued prospective entrants, such as

Polyurethane Machinery Corp. (“PME”), alleging, among other things, breach of contract.

Allegedly, the lawsuits effectively prevented some distributors from purchasing PME’s FSE due

to uncertainty as to the litigation’s outcome and how supply might be affected as a result. To

resolve these competitive concerns and restore competition lost in the acquisition, the

Commission order required Graco to settle the PME litigation and grant PME an irrevocable

license to certain Graco patents and intellectual property. The Commission order also prohibited

Graco from imposing exclusivity conditions on FSE distributors, and discriminating against

distributors that carry or service any rival’s FSE.

In the Matter of Graco, Inc., FTC Dkt. No. C-4399 (final order issued Apr. 17, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/04/graco-inc.

In Nielsen Holdings/Arbitron Inc., 43 the Commission challenged Nielsen’s proposed

acquisition of Arbitron Inc., alleging that the merger would eliminate future competition between

the two firms in the market for national syndicated cross-platform audience measurement

services and tend to create a monopoly. Nielsen is a global media measurement and research

firm, and the dominant provider of U.S. television audience measurement services. Arbitron also

is a media measurement and research firm, and provides audience ratings for radio that are

similar to Nielsen’s television ratings. Both firms are developing national syndicated crossplatform audience measurement services, which allow audiences to be measured accurately

across multiple platforms, such as television and online. The Commission alleged that the

elimination of future competition between Nielsen and Arbitron in this market would increase

the likelihood that Nielson would exercise market power and cause U.S. advertisers,

advertisement agencies, and media programmers to pay higher prices for national syndicated

cross-platform audience measurement services. To resolve these concerns, the Commission

issued a consent order that required Nielsen to divest assets related to Arbitron’s cross-platform

audience measurement business to a Commission-approved acquirer and enter related licensing

agreements. The Commission approved an application by Nielsen to sell these assets to

comScore, Inc. and to enter other arrangements supporting the divestiture.

In General Electric Company, 44 the Commission challenged General Electric Company’s

$4.3 billion acquisition of the aviation business of Avio S.p.A., alleging that the acquisition

would substantially lessen competition and give GE the ability and incentive to disrupt the

design and certification of an engine component designed by Avio for rival aircraft manufacturer

Pratt & Whitney. GE, through its joint venture CFM International, and Pratt & Whitney are the

only engine manufacturers for Airbus’s A320neo aircraft, and compete head-to-head for

A320neo sales. Avio is the sole designer for the accessory gearbox (“AGB”) on the Pratt &

Whitney PW1100G engine for the Airbus A320neo aircraft. The Commission alleged that GE’s

acquisition of the Avio aviation business likely would diminish competition in the sale of

engines for the A320neo, resulting in higher prices, reduced quality, and engine delivery delays

for A320neo customers. To resolve these concerns, the Commission’s consent order prohibits

GE from interfering with Avio’s design and development work on the AGB for the Pratt &

Whitney PW1100G engine, and from accessing Pratt & Whitney’s proprietary information about

the AGB that is shared with Avio. Commission staff worked closely with a variety of

international antitrust agencies, including the European Commission, throughout the

investigation, and investigated in parallel how the acquisition would change GE’s relationships

with rival aircraft engine manufacturers.

In Solera Holdings, Inc., 45 the Commission challenged Solera Holdings’ 2012 acquisition

of rival automotive recycling yard management systems (“YMS”) software provider Actual

Systems of America, Inc. The Commission charged that the acquisition eliminated direct and

substantial competition between Solera and Actual Systems, two of the three leading providers of

In the Matter of Nielsen Holdings, FTC File No. 131-0058 (final order issued Feb. 24, 2014), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/09/nielsen-holdings-nv-arbitron-inc-matter.

In the Matter of General Elec. Co., FTC Dkt. No. C-4411 (final order issued Aug. 27, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/08/general-electric-company-matter.

In the Matter of Solera Holdings, FTC Dkt. No. C-4415 (final order issued Oct. 22, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/10/solera-holdings-inc.

YMS to the automotive recycling industry. To resolve these concerns and restore competition

that was lost as a result of the acquisition, the Commission issued a consent order that required

Solera to divest assets related to Actual Systems’ U.S. and Canadian YMS business to ASA

Holdings, an entity formed by former Actual Systems managers.

In Actavis/Warner Chilcott, 46 the Commission challenged Actavis Inc.’s proposed $8.5

billion acquisition of Warner Chilcott plc. The Commission alleged that the acquisition would

substantially reduce competition in the U.S. markets for four current and future pharmaceutical

products. The four products, which consist of three oral contraceptives and an osteoporosis

treatment, are generic Femcon FE; Lo Loestrin 24 FE and its generic equivalents; Lo Loestrin FE

and its generic equivalents; and Atelvia and its generic equivalents. According to the

Commission, Actavis and Warner Chilcott are the only significant manufacturers of generic

Femcon FE, and the proposed acquisition would eliminate current competition between them in

the market for this drug. For pharmaceutical products, price generally decreases as the number

of competitors increases; thus, the reduction in the number of suppliers likely would have a

direct and substantial effect on pricing. In the other three markets, Warner Chilcott sells the

branded drugs, but no company sells a generic version of Loestrin 24 FE, Loestrin FE, or

Atelvia. The Commission alleged that Actavis was likely to be the first generic supplier to

compete with Warner Chilcott’s branded versions of these drugs. As a result, the proposed

acquisition would likely lead to higher prices for U.S. consumers, because the merged firm

would have the ability to delay the entry of Actavis’s generic product in each of the three

markets. To resolve these concerns, the Commission issued a consent order that required

Actavis to sell all rights and assets to the four drugs at issue to Amneal Pharmaceuticals L.L.C.

The order also required Actavis to enter into an agreement to supply generic versions of Femcon

FE and Lo Loestrin 24 FE to Amneal for two years, after which Amneal may extend the

agreement to two more years. Finally, Actavis must relinquish its claim to first-filer marketing

exclusivity for generic Lo Loestrin FE and Atelvia to preserve the incentive of the firms

currently leading patent litigation against Warner Chilcott related to those products. By

relinquishing its first-filer status, the merged firm cannot act to delay the introduction of a

generic version of these two products.

In Honeywell/Intermec, 47 the Commission challenged Honeywell International, Inc.’s

proposed $600 million acquisition of Intermec Inc. Both Honeywell and Intermec designed,

manufactured, and sold two-dimensional scan engines, which are hardware components that

include a two-dimensional image sensor and translate a barcode into a digital format that

computer processors can interpret and analyze. The Commission alleged that Honeywell’s

acquisition of Intermec would combine two of the three most significant participants in the

highly concentrated U.S. two-dimensional scan engine market, and result in an effective

duopoly. To remedy these concerns and replace the competition that otherwise would be

eliminated by the acquisition, the Commission issued a consent order that required Honeywell to

license the Honeywell and Intermec U.S. patents necessary to manufacture two-dimensional scan

engines and related devices to Datalogic IPTECH s.r.l., a subsidiary of Datalogic S.p.A.

In the Matter of Actavis, FTC Dkt. No. C-4414 (final order issued Dec. 4, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/12/actavis-inc-warner-chilcott-plc-matter.

In the Matter of Honeywell Int’l, FTC Dkt. No. C-4418 (final order issued Nov. 22, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/11/honeywell-international-inc-matter.

In Mylan/Agila, 48 the Commission challenged Mylan, Inc.’s proposed $1.85 billion

acquisition of Agila Specialties Global Pte. Limited and Agila Specialties Private Limited

(collectively, “Agila”) from Strides Arcolab Limited, alleging that the acquisition would cause

significant anticompetitive harm to U.S. consumers in eleven generic injectable pharmaceutical

product markets either by eliminating current or potential competition in concentrated existing

markets, or by eliminating potential competition among a limited number of likely competitors in

a future market. The eleven injectable products at issue treat a variety of medical concerns,

including several types of pediatric cancers, certain autoimmune diseases, severe hypertension,

and urinary tract damage caused by a particular chemotherapy drug. According to the

Commission, in each of the eleven product markets, Mylan and Agila were two of only a limited

number of current or likely future suppliers of the drugs in the U.S., and their combination likely

would have caused U.S. consumers to pay significantly higher prices for these products. To

remedy these concerns, the Commission issued a consent order that required the divestiture of

the following Mylan and Agila/Strides products: (1) Mylan’s fluorouracil injection and

methotrexate sodium preservative-free injection to Intas Pharmaceuticals Ltd.; (2) Mylan’s

etomidate injection, ganciclovir injection, meropenem injection, and mycophenolate mofetil

injection, as well as Agila/Strides’ amiodarone hydrochloride injection and fomepizole injection

to JHP Pharmaceuticals, LLC; and (3) Agila/Strides’ acetylcysteine injection and mensa

injection to Sagent Pharmaceuticals, Inc. Also under the order, Mylan must release all of its

rights relating to labetalol hydrochloride injection to Gland Pharma Ltd. The order included

several supply and technology provisions to ensure that the approved acquirers can immediately

and effectively compete in the marketplace, and thus maintain the competitive environment that

existed prior to the acquisition.

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

initiated in prior fiscal years, including cases against Polypore International/Daramic LLC 49 and

Phoebe Putney Health System/Palmyra Park Hospital, 50 and continued to pursue litigation

initiated in fiscal year 2011 (ProMedica Health System/St. Luke’s Hospital). 51 In December

2013, the Commission approved Polypore’s application to divest Microporous Products, L.P., a

competitor it acquired five years earlier. The case began in February 2008 when Polypore

acquired rival battery separator manufacturer Microporous Products, L.P. The Commission

issued an administrative complaint challenging the transaction and alleging that the merger led to

decreased competition and higher prices in several North American markets for battery

separators. After a trial on the merits, the FTC’s administrative law judge ruled in February

In the Matter of Mylan Inc., FTC Dkt. No. C-4413 (final order issued Dec. 12, 2013), available at

http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/12/mylan-inc-corporation-agila-specialtiesglobal.

In the Matter of Polypore Int’l, FTC Dkt. No. 9327 (final order issued Nov. 5, 2010; divestiture application

approved Dec. 18, 2013), available at http://www.ftc.gov/enforcement/cases-andproceedings/cases/2013/12/polypore-international-inc-corporation-matter.

In the Matter of Phoebe Palmyra Health Sys., FTC Dkt. No. 9348 (proposed order announced Aug. 22, 2013),

available at http://www.ftc.gov/enforcement/cases-and-proceedings/cases/2013/08/matter-phoebe-putney-healthsystem-inc-phoebe-putney.

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

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

2010 that the acquisition was illegal and ordered divestiture of the acquired assets. The

Commission unanimously upheld the administrative law judge’s decision in November 2010,

and in July 2012, the U.S. Court of Appeals for the Eleventh Circuit upheld the Commission’s

final decision and order, thus leading to the divestiture of Microporous. 52 In the Phoebe

Putney/Palyra Park Hospital matter, on February 19, 2013, the U.S. Supreme Court ruled in a

unanimous opinion that the state action doctrine did not immunize Phoebe Putney’s acquisition

of its sole rival in Albany, Georgia, Palmyra Park Hospital, from the federal antitrust laws, and

remanded the case for further proceedings. 53 In August 2013, the Commission accepted for

public comment a consent order that has not been finalized. In April 2014, the U.S. Court of

Appeals for the Sixth Circuit upheld the Commission’s March 2012 ruling that the ProMedica

Health System, Inc.’s consummated acquisition of rival St. Luke’s Hospital in Lucas County,

Ohio, was anticompetitive and would allow ProMedica to raise the prices of general acute care

inpatient hospital services. 54

ONGOING REASSESSMENT OF THE EFFECTS OF THE PREMERGER

NOTIFICATION PROGRAM

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The antitrust enforcement agencies regularly examine the premerger notification

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

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

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

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

In June 2013, the U.S. Supreme Court denied Polypore’s petition for a writ of certiorari.

FTC v. Actavis, Inc., 570 U.S. 756 (2013), available at

http://www.ftc.gov/system/files/documents/cases/130617actavisopinion.pdf.

FTC v. ProMedica Health System, Inc., No. 12-3583, 2014 U.S. App. LEXIS 7500 (6th Cir. Apr. 22, 2014),

available at http://www.ftc.gov/system/files/documents/cases/140422promedicaopinion_0.pdf.

ability to investigate and interdict proposed transactions that may substantially lessen

competition.

LIST OF APPENDICES

Appendix A: Summary of Transactions, Fiscal Years 2004 -2013

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

Years 2004- 2013

LIST OF EXHIBITS

Exhibit A:

Statistical Tables for Fiscal Year 2013 – Data Profiling Hart-Scott-Rodino

Notification Filings and Enforcement Interests

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 2004 – 2013

APPENDIX A

SUMMARY OF TRANSACTIONS BY FISCAL YEAR

2004

2005

2008

2009

2010

Transactions Reported

1,428

1,675 1,768 2,201 1,726

716

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

Filings Received1

2,825

3,287 3,510 4,378 3,455 1,411 2,318 2,882 2,829 2,628

1,377

1,610 1,746 2,108 1,656

684

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

1.5%

1.6%

1.5%

1.3%

2.2%

1.8%

1.7%

1.4%

1.9%

1.1%

1.6%

1.0%

1.5%

1.2%

2.3%

2.0%

2.2%

2.1%

1.7%

1,241

1,385 1,468 1,840 1,385

575

953

1,157 1,094

990

Granted5

943

997

1,098 1,402 1,021

396

704

888

902

797

Not Granted5

298

388

370

179

249

269

192

193

Adjusted Transactions In Which A

Second Request Could Have Been

Issued2

Investigations in Which Second Requests

Were Issued

FTC3

Percent4

DOJ3

Percent4

Transactions Involving a Request For

Early Termination5

2006

2007

438

364

2011

2012

2013

Note: The data for FY 2004 and FY 2005 “Transactions Reported” and for FY 2004 – FY 2007 “Filings Received” reflect corrections to some prior Annual reports to account for a

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

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

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

acquiring party files for an exemption under Section 7A (c )(6) or (c )(8) of the Clayton Act.

These figures omit from the total number of transactions reported all transactions for which the agencies were not authorized to request additional information. These include (1)

incomplete transactions (only one party filed a complete notification); (2) transactions reported pursuant to the exemption provisions of Sections 7A (c)(6) and 7A(c)(8) of the Act;

(3) transactions which were found to be non-reportable; and (4) transactions withdrawn before the waiting period began. In addition, where a party filed more than one notification

in the same year to acquire voting securities of the same corporation, e.g., filing one threshold and later filing for a higher threshold, only a single consolidated transaction has been

counted because as a practical matter the agencies do not issue more than one Second Request in such a case. These statistics also omit from the total number the transactions

reported secondary acquisitions filed pursuant to §801.4 of the Premerger Notification rules. Secondary acquisitions have been deducted in order to be consistent with the statistics

presented in most of the prior annual reports.

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

Second Request investigations are a percentage of the total number of adjusted transactions. The total percentage reflected in Figure 2 may not equal the sum of reported

component values due to rounding.

These statistics are based on the date of the HSR filing and not the date action was taken on the request.

APPENDIX B

NUMBER OF TRANSACTIONS REPORTED

AND

FILINGS RECEIVED BY MONTH

FOR

FISCAL YEARS 2004 - 2013

APPENDIX B

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

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

October

139

130

201

158

128

122

127

November

127

160

148

189

191

135

217

169

260

December

143

126

137

151

172

January

138

142

143

158

104

February

109

124

157

119

March

137

121

150

194

131

116

111

April

127

121

125

156

128

May

125

171

158

250

150

108

142

117

June

117

153

172

202

146

108

117

142

July

123

118

141

219

128

120

130

August

134

170

186

200

126

120

164

133

122

September

108

159

155

139

119

120

100

120

103

TOTAL

1,428

1,675

1,768

2,201

1,726

716

1,166

1,450

1,429

1,326

Note: The data for FY 2004 and FY 2005 “Transactions Reported” reflect corrections to some prior Annual reports to account for a coding error.

APPENDIX B

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

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

October

185

277

261

401

319

185

146

252

242

255

November

254

324

311

376

380

165

242

422

332

511

December

280

238

260

294

343

177

193

188

180

January

161

259

279

288

316

126

188

203

151

February

207

201

257

317

246

116

157

185

169

March

277

239

309

381

242

232

195

215

172

April

245

242

270

312

272

119

182

190

193

151

May

258

337

300

481

294

114

216

284

231

228

June

241

297

346

403

293

213

231

275

181

July

234

236

255

441

259

121

187

240

269

186

August

270

328

367

396

251

149

238

329

259

240

September

213

309

295

288

240

159

243

201

237

204

TOTAL

2,825

3,287

3,510

4,378

3,455

1,411

2,318

2,882

2,829

2,628

Note: The data for FY 2004 – FY 2007 “Filings Received” reflect corrections to some prior Annual reports to account for a coding error.

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

acquiring person files for a transaction that is exempt under Sections 7A(c)(6) and (c)(8) of the Clayton Act.

EXHIBIT A

STATISTICAL TABLES

FOR

FISCAL YEAR 2013

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTERESTS

TABLE I

FISCAL YEAR 2013 1

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

TRANSACTION RANGE

GROUP

NUMBER

PERCENT OF

TRANSACTION RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M 5

0.3%

0.0%

50M - 100M 5

209

16.3%

8.1%

4.8%

12.9%

0.5%

1.4%

1.9%

100M - 150M 5

262

20.4%

9.5%

2.3%

11.8%

1.1%

0.0%

1.1%

150M - 200M 5

123

9.6%

9.8%

4.9%

14.6%

2.4%

0.8%

3.3%

200M - 300M 5

129

10.0%

8.5%

1.6%

10.1%

1.6%

0.8%

2.3%

300M - 500M 5

166

12.9%

16.3%

7.2%

23.5%

0.6%

1.8%

2.4%

500M - 1000M5

251

19.5%

9.2%

6.8%

15.9%

2.0%

2.8%

4.8%

Over 1000M 5

142

11.0%

21.1%

13.4%

34.5%

7.0%

4.9%

12.0%

ALL TRANSACTIONS

1,286

100.0%

145

11.3%

5.6%

16.9%

1.9%

1.7%

3.7%

TABLE II

FISCAL YEAR 2013 1

ACQUISITIONS BY SIZE OF TRANSACTION (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

SECOND REQUEST INVESTIGATIONS 3

PERCENTAGE OF

TOTAL NUMBER OF

CLEARANCES

NUMBER

PERCENTAGE OF

TOTAL NUMBER OF

SECOND REQUESTS

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

LESS THAN 50M 5

0.3%

0.0%

LESS THAN 100M 5

213

16.6%

7.8%

4.6%

12.4%

2.1%

6.4%

8.5%

LESS THAN 150M 5

475

36.9%

19.4%

7.4%

26.7%

8.5%

6.4%

14.9%

LESS THAN 200M 5

598

46.5%

24.9%

10.1%

35.0%

14.9%

8.5%

23.4%

LESS THAN 300M 5

727

56.5%

30.0%

11.1%

41.0%

19.1%

10.6%

29.8%

LESS THAN 500M 5

893

69.4%

42.4%

16.6%

59.0%

21.3%

17.0%

38.3%

LESS THAN 1000M 5

1,137

88.4%

115

53.0%

24.4%

77.4%

31.9%

63.8%

ALL TRANSACTIONS

1,286

145

66.8%

33.2%

100.0%

53.2%

46.8%

100.0%

TABLE III

FISCAL YEAR 2013 1

TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY

CLEARANCE GRANTED AS A PERCENTAGE OF:

CLEARANCES

GRANTED TO

AGENCY

TRANSACTION RANGE

($MILLIONS)

TRANSACTIONS IN EACH

TRANSACTION RANGE

GROUP

TOTAL NUMBER

OF CLEARANCES

PER AGENCY

TOTAL NUMBER OF

CLEARANCES

GRANTED

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M 5

0.0%

50M - 100M 5

8.1%

4.8%

12.9%

11.7%

13.9%

7.8%

4.6%

12.4%

100M - 150M 5

9.5%

2.3%

11.8%

17.2%

8.3%

11.5%

2.8%

14.3%

150M - 200M 5

9.8%

4.9%

14.6%

8.3%

5.5%

2.8%

8.3%

200M - 300M 5

8.5%

1.6%

10.1%

7.6%

2.8%

5.1%

0.9%

6.0%

300M - 500M 5

16.3%

7.2%

23.5%

18.6%

16.7%

12.4%

5.5%

18.0%

500M - 1000M5

9.2%

6.8%

15.9%

23.6%

10.6%

7.8%

18.4%

Over 1000M 5

21.1%

13.4%

34.5%

20.7%

26.4%

13.8%

8.8%

22.6%

ALL TRANSACTIONS

145

217

11.3%

5.6%

16.9%

100.0%

66.8%

33.2%

100.0%

TABLE IV

FISCAL YEAR 2013 1

TRANSACTIONS IN WHICH SECOND REQUESTS WERE ISSUED

TRANSACTION RANGE

($MILLIONS)

INVESTIGATIONS IN

WHICH SECOND

REQUEST WERE

ISSUED 3

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:

TOTAL NUMBER OF

TRANSACTIONS

TRANSACTIONS IN

EACH TRANSACTION

RANGE GROUP

TOTAL NUMBER OF

SECOND REQUEST

INVESTIGATIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

Below 50M 5

0.0%

50M - 100M 5

0.1%

0.2%

0.3%

0.5%

1.4%

1.9%

2.1%

6.4%

8.5%

100M - 150M 5

0.2%

0.0%

0.2%

1.1%

0.0%

1.1%

6.4%

0.0%

6.4%

150M - 200M 5

0.2%

0.1%

0.3%

2.4%

0.8%

3.3%

6.4%

2.1%

8.5%

200M - 300M 5

0.2%

0.1%

0.2%

1.6%

0.8%

2.3%

4.3%

2.1%

6.4%

300M - 500M 5

0.1%

0.2%

0.3%

0.6%

1.8%

2.4%

2.1%

6.4%

8.5%

500M - 1000M5

0.4%

0.5%

0.9%

2.0%

2.8%

4.8%

10.6%

14.9%

25.5%

Over 1000M 5

0.8%

0.5%

1.3%

7.0%

4.9%

12.0%

21.3%

14.9%

36.2%

ALL TRANSACTIONS

1.9%

1.7%

3.7%

1.9%

1.7%

3.7%

53.2%

46.8%

100.0%

TABLE V

FISCAL YEAR 2013 1

ACQUISITIONS BY REPORTING THRESHOLD

HSR TRANSACTIONS

CLEARANCE GRANTED TO FTC OR DOJ

THRESHOLD 6

NUMBER

PERCENT

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

THRESHOLD GROUP

NUMBER

PERCENT OF

THRESHOLD GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

$50M (as adjusted)

6.0%

1.3%

0.0%

1.3%

0.0%

$100M (as adjusted)

7.5%

1.0%

3.1%

4.1%

0.0%

1.0%

$500M (as adjusted)

2.6%

5.9%

2.9%

8.8%

0.0%

ASSETS ONLY

459

35.7%

12.6%

5.9%

18.5%

1.7%

1.1%

2.8%

25%

0.2%

0.0%

50%

616

47.9%

13.5%

6.7%

20.1%

2.8%

2.6%

5.4%

ALL TRANSACTIONS

1,286

100.0%

145

11.3%

5.6%

16.9%

1.9%

1.7%

3.7%

TABLE VI

FISCAL YEAR 2013 1

TRANSACTION BY ASSETS OF ACQUIRING PERSON

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

ASSET RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

156

12.1%

2.6%

1.9%

4.5%

0.0%

50M - 100M

1.6%

9.5%

0.0%

9.5%

0.0%

100M - 150M

2.2%

3.6%

0.0%

3.6%

0.0%

3.6%

150M - 200M

1.8%

4.3%

8.7%

0.0%

200M - 300M

3.3%

11.9%

0.0%

11.9%

0.0%

300M - 500M

4.7%

6.6%

3.3%

9.8%

0.0%

500M - 1000M

129

10.0%

10.9%

3.1%

14.0%

1.6%

0.8%

2.3%

Over 1000M

826

64.2%

114

13.8%

7.5%

21.3%

2.7%

2.5%

5.2%

ALL TRANSACTIONS

1,286

100.0%

145

11.3%

5.6%

16.9%

1.9%

1.7%

3.7%

TABLE VII

FISCAL YEAR 2013 1

TRANSACTION BY SALES OF ACQUIRING PERSON

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

PERCENT OF

SALES RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

SALES RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

128

10.0%

3.1%

0.8%

3.9%

0.8%

0.0%

0.8%

50M - 100M

2.6%

0.0%

100M - 150M

1.7%

9.1%

4.5%

13.6%

0.0%

150M - 200M

2.0%

11.5%

0.0%

11.5%

0.0%

200M - 300M

4.9%

6.3%

0.0%

6.3%

0.0%

300M - 500M

6.8%

4.5%

3.4%

8.0%

0.0%

1.1%

500M - 1000M

135

10.5%

9.6%

3.7%

13.3%

1.5%

0.0%

1.5%

Over 1000M

700

54.4%

114

16.3%

8.6%

24.9%

3.1%

3.0%

6.1%

Sales Not Available 7

7.0%

1.1%

2.2%

3.3%

0.0%

ALL TRANSACTIONS

1,286

100.0%

145

11.3%

5.6%

16.9%

1.9%

1.7%

3.7%

TABLE VIII

FISCAL YEAR 2013 1

TRANSACTION BY ASSETS OF ACQUIRED ENTITIES8

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

ASSET RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

194

15.1%

9.3%

2.1%

11.3%

0.0%

50M - 100M

173

13.5%

9.2%

4.6%

13.9%

1.2%

2.3%

100M - 150M

119

9.3%

14.3%

2.5%

16.8%

0.8%

1.7%

150M - 200M

5.1%

10.6%

9.1%

19.7%

1.5%

3.0%

200M - 300M

6.7%

14.0%

3.5%

17.4%

3.5%

1.2%

4.7%

300M - 500M

114

8.9%

12.3%

10.5%

22.8%

1.8%

3.5%

5.3%

500M - 1000M

102

7.9%

10.8%

8.8%

19.6%

2.0%

3.9%

Over 1000M

265

20.6%

9.4%

6.8%

16.2%

2.6%

3.4%

6.0%

Assets Not Available 8

167

13.0%

15.0%

5.4%

20.4%

4.2%

1.2%

5.4%

ALL TRANSACTIONS

1,286

100.0%

145

11.3%

5.6%

16.9%

1.9%

1.7%

3.7%

TABLE IX

FISCAL YEAR 2013 1

TRANSACTION BY SALES OF ACQUIRED ENTITIES 9

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

PERCENT OF

SALES RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

SALES RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

223

17.3%

12.1%

2.7%

14.8%

1.3%

0.0%

1.3%

50M - 100M

182

14.2%

9.9%

1.6%

11.5%

0.5%

1.1%

1.6%

100M - 150M

138

10.7%

10.9%

5.1%

15.9%

0.0%

1.4%

150M - 200M

5.1%

4.6%

9.2%

0.0%

200M - 300M

129

10.0%

14.7%

7.0%

21.7%

0.8%

1.6%

300M - 500M

124

9.6%

9.7%

6.5%

16.1%

3.2%

0.8%

4.0%

500M - 1000M

115

8.9%

9.6%

8.7%

18.3%

1.7%

4.3%

6.1%

Over 1000M

253

19.7%

13.0%

5.5%

18.6%

4.0%

2.4%

6.3%

Sales not Available 10

4.4%

12.3%

21.1%

33.3%

7.0%

8.8%

15.8%

ALL TRANSACTIONS

1,286

100.0%

145

11.3%

5.6%

16.9%

1.9%

1.7%

3.7%

TABLE X

FISCAL YEAR 2013 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

% POINTS

PERCENT

CHANGE

NUMBER 4

OF TOTAL

FROM FY

2012 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

1.4%

1.5%

0.1%

0.6%

0.1%

1.0%

0.1%

2.0%

-0.4%

Construction of Buildings

0.1%

-0.1%

237 13

Heavy and Civil Engineering Construction

1.2%

0.6%

238 13

Specialty Trade Contractors

0.4%

0.3%

311 13

Food and Kindred Products

2.9%

0.9%

312 13

Beverage and Tobacco Product Manufacturing

0.3%

-0.4%

313 13

Textile Mills

0.1%

0.0%

314 13

Textile Products

0.3%

315 13

Apparel Manufacturing

0.2%

0.1%

316 13

Leather and Allied Product Manufacturing

0.1%

0.0%

321 13

Wood Product Manufacturing

0.5%

0.4%

322 13

Paper Manufacturing

0.6%

-0.3%

323 13

Printing and Related Support Actitivies

0.3%

0.2%

324 13

Petroleum and Coal Products Manufacturing

1.2%

0.8%

325 13

Chemical Manufacturing

5.8%

-1.0%

326 13

Plastics and Rubber Manfuacturing

1.1%

-0.3%

327 13

Nonmetallic Mineral Product Manufacturing

0.5%

0.0%

000 13

Not Available

109

8.5%

211 13

Oil and Gas Extraction

212 13

Mining (except Oil and Gas)

213 13

Support Activities for Mining

221 13

Utilities

236 13

TABLE X

FISCAL YEAR 2013 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

PERCENT

NUMBER 4

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2012 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

331 13

Primary Metal Manufacturing

1.2%

-0.2%

332 13

Fabricated Metal Product Manufacturing

1.2%

0.0%

333 13

Machinery Manufacturing

2.4%

0.2%

334 13

Computer and Electronic Product Manufacturing

3.1%

0.5%

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

0.5%

0.1%

336 13

2.6%

-0.3%

337 13

Furniture and Related Product Manufacturing

0.4%

339 13

Miscellaneous Manufacturing

1.4%

-0.9%

423 13

Merchant Wholesalers, Durable Goods

4.3%

-0.2%

424 13

Merchant Wholesales, Nondurable Goods

5.3%

0.1%

425 13

Wholesale Electric Markets and Agent and Brokers

0.2%

0.1%

441 13

Motor Vehicle and Parts Dealers

0.5%

0.1%

444 13

Electronics and Appliance Stores

0.1%

0.0%

445 13

Food and Beverage Stores

0.4%

0.0%

446 13

Health and Personal Care Stores

0.8%

0.1%

447 13

Gasoline Stations

0.2%

-0.2%

448 13

Clothing and Clothing Accessories Stores

0.8%

0.7%

451 13

Sporting Goods, Hobby, Book, and Music Stores

0.2%

-0.1%

452 13

General Merchandise Stores

0.2%

0.1%

453 13

Miscellaneous Store Retailers

0.4%

0.2%

454 13

Nonstore Retailers

0.5%

-0.4%

TABLE X

FISCAL YEAR 2013 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

PERCENT

NUMBER 4

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2012 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

481 13

Air Transportation

0.2%

0.1%

482 13

Railroad Transportation

0.2%

483 13

Water Transportation

0.4%

0.1%

484 13

Truck Transportation

0.1%

0.0%

486 13

Pipeline Transportation

0.2%

-0.3%

488 13

Support Actitivies for Transportation

0.3%

-0.1%

511 13

Publishing Industries (except Internet)

2.8%

-0.8%

512 13

Motion Pictures and Sound Recording Industries

0.6%

0.2%

515 13

Broadcasting (except Internet)

1.6%

0.7%

517 13

Telecommunications

2.3%

-0.1%

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

0.3%

-0.4%

519 13

0.9%

-0.5%

522 13

Credit Intermediation and Related Activities

2.6%

0.7%

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

135

10.5%

0.0%

3.6%

-0.1%

525 13

Funds, Trusts, and Other Financial Vehicles

2.3%

1.0%

531 13

Real Estate

0.9%

0.4%

532 13

Rental and Leasing Services

0.3%

-0.4%

533 13

Lessors of Nonfinancial Intangible Assets (except

Copyrighted Works)

Professional, Scientific, and Technical Services

0.2%

-0.3%

4.1%

-2.0%

0.2%

0.1%

524 13

541 13

551 13

Management Companies and Enterprises

TABLE X

FISCAL YEAR 2013 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

PERCENT

NUMBER 4

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2012 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

561 13

Administrative and Support Services

1.9%

-0.5%

562 13

Waste Management and Remediation Services

0.3%

-0.2%

611 13

Educational Services

0.5%

-0.1%

621 13

Ambulatory Health Care Services

1.2%

0.1%

622 13

Hospitals

3.4%

0.9%

623 13

Nursing Care Facilities

0.8%

0.5%

711 13

Performing Arts, Spector Sports, and Related Industries

0.2%

0.1%

713 13

Amusement, Gambling, and Recreation Industries

0.3%

-0.3%

721 13

Accommodation

0.1%

-0.2%

722 13

Food Services and Drinking Places

0.9%

-0.5%

811 13

Repairs and Maintenance

0.1%

0.0%

812 13

Personal and Laundry Services

0.1%

-0.3%

1,286

100.0%

145

217

TABLE XI

FISCAL YEAR 2013

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2012 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

000 1

Not Available

3.4%

-1.3%

111 1

Crop Production

0.1%

211 1

Oil and Gas Extraction

2.4%

0.6%

212 1

Mining (except Oil and Gas)

0.5%

0.3%

213 1

Support Activities for Mining

2.5%

1.2%

221 1

Utilities

2.6%

0.0%

237 1

Heavy and Civil Engineering Construction

1.1%

0.3%

238 1

Specialty Trade Contractors

0.4%

0.0%

311 1

Food and Kindred Products

2.3%

0.3%

312 1

Beverage and Tobacco Product Manufacturing

0.6%

-0.2%

313 1

Textile Mills

0.1%

0.0%

314 1

Textile Products

0.1%

0.0%

315 1

Apparel Manufacturing

0.1%

-0.1%

321 1

Wood Product Manufacturing

0.6%

0.4%

322 1

Paper Manufacturing

0.8%

-0.2%

323 1

Printing and Related Support Actitivies

0.5%

0.2%

324 1

Petroleum and Coal Products Manufacturing

0.3%

-0.6%

325 1

Chemical Manufacturing

6.1%

1.7%

326 1

Plastics and Rubber Manfuacturing

1.5%

-0.5%

327 1

Nonmetallic Mineral Product Manufacturing

0.5%

-0.1%

331 1

Primary Metal Manufacturing

0.9%

-0.2%

TABLE XI

FISCAL YEAR 2013

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2012 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

332 1

Fabricated Metal Product Manufacturing

1.6%

0.2%

333 1

Machinery Manufacturing

2.3%

-1.1%

334 1

Computer and Electronic Product Manufacturing

3.8%

-0.5%

335 1

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

0.9%

0.0%

2.9%

-0.1%

337 1

Furniture and Related Product Manufacturing

0.5%

0.4%

339 1

Miscellaneous Manufacturing

2.3%

0.7%

423 1

Merchant Wholesalers, Durable Goods

5.3%

0.0%

424 1

Merchant Wholesales, Nondurable Goods

4.5%

-0.8%

441 1

Motor Vehicle and Parts Dealers

0.3%

-0.2%

442 1

Furniture and Home Furnishing Stores

0.2%

0.1%

443 1

Miscellaneous Repair Services

0.1%

-0.1%

444 1

Electronics and Appliance Stores

0.1%

-0.1%

445 1

Food and Beverage Stores

0.5%

0.0%

446 1

Health and Personal Care Stores

0.4%

-0.2%

447 1

Gasoline Stations

0.3%

-0.3%

448 1

Clothing and Clothing Accessories Stores

0.5%

0.0%

451 1

Sporting Goods, Hobby, Book, and Music Stores

0.2%

452 1

General Merchandise Stores

0.2%

-0.6%

453 1

Miscellaneous Store Retailers

0.5%

0.1%

454 1

Nonstore Retailers

1.1%

0.0%

336 1

TABLE XI

FISCAL YEAR 2013

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2012 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

481 1

Air Transportation

0.2%

482 1

Railroad Transportation

0.1%

-0.1%

483 1

Water Transportation

0.2%

0.1%

484 1

Truck Transportation

0.3%

0.1%

486 1

Pipeline Transportation

0.7%

-0.4%

488 1

Support Actitivies for Transportation

0.9%

0.4%

492 1

Couriers

0.2%

0.1%

493 1

Warehousing and Storage

0.2%

0.1%

511 1

Publishing Industries (except Internet)

3.7%

-1.1%

512 1

Motion Pictures and Sound Recording Industries

0.7%

0.2%

514 1

Information Services and Data Processing Services

0.1%

515 1

Broadcasting (except Internet)

1.6%

0.8%

516 1

Internet Publishing and Broadcasting

0.1%

0.0%

517 1

Telecommunications

2.3%

0.3%

518 1

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

1.9%

-0.5%

1.1%

-0.5%

522 1

Credit Intermediation and Related Activities

2.8%

1.2%

523 1

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

2.5%

0.1%

3.2%

0.1%

525 1

Funds, Trusts, and Other Financial Vehicles

0.2%

0.1%

531 1

Real Estate

0.4%

0.0%

519 1

524 1

TABLE XI

FISCAL YEAR 2013

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2012 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

532 1

Rental and Leasing Services

1.0%

0.4%

533 1

Lessors of Nonfinancial Intangible Assets (except Copyrighted

Works)

Professional, Scientific, and Technical Services

0.4%

-0.6%

7.0%

-0.9%

541 1

561 1

Administrative and Support Services

2.3%

-0.2%

562 1

Waste Management and Remediation Services

0.4%

-0.3%

611 1

Educational Services

0.5%

0.3%

621 1

Ambulatory Health Care Services

1.5%

-0.1%

622 1

Hospitals

3.7%

1.6%

623 1

Nursing Care Facilities

0.2%

-0.1%

624 1

Social Assistance

0.1%

711 1

Performing Arts, Spector Sports, and Related Industries

0.5%

0.0%

713 1

Amusement, Gambling, and Recreation Industries

0.9%

0.3%

721 1

Accommodation

0.5%

0.2%

722 1

Food Services and Drinking Places

0.8%

-0.6%

811 1

Repairs and Maintenance

0.3%

-0.2%

812 1

Personal and Laundry Services

0.5%

0.2%

999 1

Nonclassificable Establishments

0.1%

1,286

100.0%

145

217

421

1 Fiscal year 2013 figures include transactions reported between October 1, 2012 and September 30, 2013.

2 The size of transaction is based on the aggregate total amount of voting securities, non-corporate interests and/or assets held by the acquiring person as a result of the transaction

and are taken from the response to Item 2(d)(iii), 2(d)(vii), and 2(d)(ix) of the Notification and Report Form.

3 These statistics are based on the date the Second Request was issued.

4 During fiscal year 2013, 1326 transactions were reported under the HSR Premerger Notification program. The smaller number, 1286, reflects the adjustments to eliminate the

following types of transactions: (1) transactions reported under Section 7A(c)(6) and (c)(8) (transactions involving certain regulated industries and financial businesses); (2)

transactions deemed non-reportable; (3) incomplete transactions (only one party in each transaction filed a compliant notification); and (4) transactions withdrawn before the

waiting period began. The table does not, however, exclude competing offers or multiple HSR transactions resulting from a single business transaction (where there are multiple

acquiring persons or acquired persons).

5 The total number of filings under $50M submitted in Fiscal Year 2013

reflects corrective filings.

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

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

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

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

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

Form.

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

year to filing the Notification and Report Form.

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

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

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

12 This represents the deviation from the fiscal year 2012 percentage.

13 This category includes transactions by newly-formed entities.

14 The intra-industry transactions column identifies the number of acquisitions in which both the acquiring and acquired person derived revenues from the same 3-digit NAICS

code.

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