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Federal Trade Commission

deparTmenT oF JusTiCe

Bureau of Competition

antitrust Division

hart-scott-rodino annual report

Fiscal Year 2016

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Thirty-Ninth Annual Report)

Maureen K. Ohlhausen

Acting Chairman

Federal Trade Commission

Makan Delrahim

Assistant Attorney General

Antitrust Division

INTRODUCTION

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

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

Section 15 of the Clayton Act, enables the Federal Trade Commission (“FTC” or “Commission”)

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

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

to competition and consumers. The premerger notification program alerted the Commission and

the Division to transactions that became the subjects of the numerous enforcement actions

brought in fiscal year 2016 1 to protect consumers—individual, business, and government—

against harm or likely potential harm from 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 2016, 1,832 transactions were reported under the HSR Act,

representing about a 1.7 percent increase from the 1,801 transactions reported in fiscal

year 2015. (See Figure 1 below.)

HSR Merger Transactions Reported

Fiscal Years 2007-2016

2,500

2,201

2,000

Number of Transactions

1,726

1,801

1,832

2015

2016

1,663

1,450

1,429

1,500

1,326

1,166

1,000

716

500

2007

2008

2009

2010

2011

2012

2013

2014

Fiscal Year

(Figure 1)

Fiscal year 2016 covered the period of October 1, 2015, through September 30, 2016.

During fiscal year 2016, the Commission brought 22 merger enforcement challenges, 2

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

final orders; one in which the transaction was abandoned or restructured as a result of antitrust

concerns raised during the investigation; and five in which the Commission initiated

administrative or federal court litigation. These enforcement actions preserved competition in

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

healthcare, high tech and industrial goods, and energy.

For example, in May 2016, the U.S. District Court for the District of Columbia granted

the Commission’s request for a preliminary injunction to prevent Staples, Inc.’s proposed $6.3

billion acquisition of a rival office supply company, Office Depot, Inc. The Commission had

filed an administrative complaint, and together with attorneys general from Pennsylvania and the

District of Columbia, the Commission sought a temporary restraining order and a preliminary

injunction in federal court. The district court found that the proposed merger likely would have

reduced competition nationwide in the market for consumable office supplies sold to large

businesses for their own use. Shortly after the district court decision, Staples and Office Depot

abandoned their proposed merger, and the Commission dismissed its administrative complaint.

In another litigated matter, in September 2016, the Third Circuit Court of Appeals

entered a preliminary injunction blocking the combination of Penn State Hershey Medical Center

and PinnacleHealth System. The Commission had challenged the merger alleging that it would

violate the antitrust laws by significantly reducing competition for general acute care inpatient

hospital services in the area surrounding Harrisburg, Pennsylvania, and lead to reduced quality

and higher health care costs for the area’s employers and residents. In May 2016, the U.S.

District Court denied a preliminary injunction, but the Third Circuit overturned that decision,

finding that the Commission established it had a likelihood of success on the merits. Shortly

after the appeals court decision, the parties abandoned the merger.

During fiscal year 2016, the Antitrust Division challenged 25 merger transactions. In 15

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

15 cases, the Division filed a proposed settlement simultaneously with the complaint; in three,

the parties abandoned the proposed transaction post-complaint; and in three others, the Division

pursued litigation. Of the remaining 10 challenges, in four, the parties abandoned their

transactions in light of the competitive concerns identified by the Division, and in the other six,

the parties restructured their transactions to resolve the Division’s concerns.

The Division pursued litigation in three filed cases. The Division sued to block Anthem,

Inc.’s proposed acquisition of Cigna Corp., Aetna Inc.’s proposed acquisition of Humana Inc.,

and Deere & Company’s proposed acquisition of Precision Planting LLC from Monsanto

Company. On January 23, 2017, the Division successfully concluded its challenge to Aetna’s

$34 billion proposed acquisition of Humana. The U.S. District Court for the District of

Columbia found in favor of the Division and eight state attorneys general along with the District

of Columbia, and blocked Aetna’s proposed acquisition of Humana because the proposed merger

would have substantially reduced competition for the sale of Medicare Advantage – a form of

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 2016.

Medicare coverage provided by private insurers –and health insurance to individuals through

public exchanges. On February 14, 2017, Aetna and Humana abandoned the transaction.

Additionally, on February 8, 2017, the U.S. District Court for the District of Columbia

found in favor of the Division and eleven state attorneys general, along with the District of

Columbia, and blocked Anthem’s $54 billion proposed acquisition of Cigna because the

proposed acquisition would have substantially lessened competition in the health insurance

industry in dozens of markets across the country.

On May 1, 2017, shortly before trial was scheduled to begin, Deere and Monsanto

abandoned their transaction.

In another significant matter, the Division filed a proposed settlement simultaneously

with the complaint in its challenge to the proposed acquisition of SABMiller plc by AnheuserBusch InBev SA/NV (“ABI”). Through its proposed acquisition of SABMiller, ABI would have

gained a majority interest in MillerCoors, the joint venture through which SABMiller conducts

operations in the United States. ABI and MillerCoors jointly account for approximately 70

percent of beer sold in the United States, and the proposed transaction likely would have resulted

in increased beer prices and fewer choices for beer consumers across the United States. The

proposed final judgment, pending entry by the court, requires the companies to divest

SABMiller’s stake in MillerCoors, the right to brew and sell all SABMiller beer brands currently

imported or licensed for sale in the United States, and all rights to SABMiller’s Miller-branded

beer worldwide.

Finally, on May 1, 2016, Halliburton Co. and Baker Hughes, Inc. abandoned their

proposed merger less than a month after the Division filed its complaint. Halliburton and Baker

Hughes are two of the three largest providers of oilfield services in the United States and the

world. The Division’s efforts prevented consummation of the proposed transaction, which likely

would have led to higher prices and less innovation in this critically important industry affecting

world energy markets.

In fiscal year 2016, the Commission’s Premerger Notification Office (“PNO”) continued

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

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

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

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

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

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

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

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

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

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

premerger notification rules and the Act. PNO staff continued to provide tips for avoiding

common filing mistakes in blog posts on the Commission’s Competition Matters blog. 4 In

addition, the Commission approved new rules to allow parties to submit HSR filings on DVD, to

reduce the burden on filing parties. As always, PNO staff is available to help HSR practitioners

comply with HSR notification requirements.

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

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

BACKGROUND OF THE HSR ACT

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

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

securities 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 legislative history makes clear that the Act’s primary purpose 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.

After the notification is filed, the proposed transaction is “cleared” to one agency or the

other for review (this is known as the “clearance process”). During the waiting period, if the

reviewing agency determines that further inquiry is necessary, it is authorized by Section 7A(e)

of the Clayton Act to issue a request for additional information and documentary material

(“Second Request”). 5 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 additional information and documents received 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. 6 The program became effective on September 5, 1978. The Commission, with

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. 33,450 (July 31, 1978).

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

many occasions over the years to improve the program’s effectiveness. 7

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 2007-2016, the number of transactions reported, the number of filings received, the number

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

in which requests for early termination of the waiting period were received, granted, and not

granted. 8 Appendix A also shows the number of transactions in which Second Requests could

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

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

reported and the number of filings received for fiscal years 2007 through 2016.

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

fiscal year 2016 increased 1.7 percent from the number of transactions reported in fiscal

year 2015. In fiscal year 2016, 1,832 transactions were reported, compared to 1,801 reported in

fiscal year 2015. 9 The statistics in Appendix A also show that the number of merger

investigations in which Second Requests were issued in fiscal year 2016 increased from the

number of merger investigations in which Second Requests were issued in fiscal year 2015.

Second Requests were issued in 54 merger investigations in fiscal year 2016 (25 issued by the

FTC and 29 issued by the Antitrust Division), while Second Requests were issued in 47 merger

investigations in fiscal year 2015 (20 issued by the FTC and 27 issued by the Antitrust Division).

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

2.7 percent in fiscal year 2015 to 3.0 percent in fiscal year 2016. See Figure 2 below.

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

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

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

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

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

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

that data). There were 1,772 adjusted transactions in fiscal year 2016, 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 2007-2016

5.0%

4.5%

3.9%

4.0%

Percent of Transactions

3.7%

3.5%

3.2%

3.5%

3.0%

2.7%

2.5%

3.0%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

Fiscal year

(Figure 2)

The statistics in Appendix A also show that parties requested early termination of the

waiting period in the majority of transactions. In fiscal year 2016, early termination was

requested in 77.5 percent (1,374) of the transactions reported. In fiscal year 2015, early

termination was requested in 77.8 percent (1,366) of the transactions reported. The percentage

of requests granted out of the total requested increased slightly from 79.5 percent in fiscal year

2015 to 80.2 percent in fiscal year 2016.

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

enforcement activities for transactions reported in fiscal year 2016. The tables provide, for

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

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

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

Exhibit A shows that in fiscal year 2016, the agencies received clearance to conduct an initial

investigation in 13.4 percent of the total number of transactions reported. The tables also

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

reporting threshold indicated in the notification report. In fiscal year 2016, the aggregate dollar

value of reported transactions was $1.95 trillion. 10

The information on the value of reported adjusted transactions for fiscal year 2016 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 2016 based on the

acquired entity’s operations. 11

Percentage of Transactions By Industry Group of Acquired Entity

Fiscal Year 2016

Health Services,

4.6%

Chemicals &

Pharmaceuticals,

5.6%

Transportation, 3.3%

Energy & Natural

Resources, 6.2%

Consumer Goods &

Services, 29.3%

Information

Technology, 10.3%

Other, 18.7%

Manufacturing,

13.6%

Banking &

Insurance, 8.4%

(Figure 3)

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

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

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

Threshold Adjustments

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

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

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

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

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

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

January, and they become effective 30 days after publication in the Federal Register.

On January 26, 2016, the Commission published a notice 12 to reflect adjustment of the

reporting thresholds as required by the 2000 amendments. The revised thresholds, including an

increase in the size-of-transaction threshold from $76.3 million to $78.2 million, became

effective February 25, 2016.

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 2016. The agencies use several methods to oversee

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

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

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

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

possible violations of the Act’s requirements.

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

notification and waiting period requirements is liable for a civil penalty of up to $40,654 for each

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

violation to determine whether to seek penalties. 14 During fiscal year 2016, 47 postconsummation “corrective” filings were received, and the agencies brought three enforcement

actions, resulting in $12.1 million in civil penalties.

81 Fed. Reg. 4299 (Jan. 26, 2016).

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

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

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

$10,000 to $11,000 for each day during which a person is in violation of Section 7A(g)(1) (61 Fed. Reg. 54,548

(Oct. 21, 1996), corrected at 61 Fed. Reg. 55,840 (Oct. 29, 1996)), to $16,000 effective February 10, 2009 (74 Fed.

Reg. 857 (Jan. 9, 2009)), to $40,000 effective August 1, 2016 (81 Fed. Reg. 42,476 (June 30, 2016)), and now to

$40,654 effective January 24, 2017 (82 Fed. Reg. 8,137 (Jan. 24, 2017)).

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.

In United States v. Len Blavatnik, 15 the complaint alleged that investor Len Blavatnik, via

his company Access Industries, violated the HSR Act by failing to report voting shares valued at

approximately $228 million that he acquired in a California start-up company, TangoMe, in

August 2014. Before acquiring the TangoMe shares, neither Access nor Mr. Blavatnik

conducted any HSR review of the proposed acquisition or consulted with HSR counsel to

determine whether an HSR filing was required for the TangoMe acquisition. They failed to do

so notwithstanding their commitments to do so, made in connection with Mr. Blavatnik’s prior

HSR violation in 2010 for his failure to file for a reportable acquisition of LyondellBasell shares.

Under the terms of a proposed final judgment filed at the same time as the complaint, Mr.

Blavatnik agreed to pay a $656,000 civil penalty to resolve the lawsuit. On July 12, 2016, the

court entered the final judgment.

In United States v. VA Partners I, LLC, ValueAct Capital Master Fund, L.P., and

ValueAct Co-Invest International, L.P.,16 the complaint alleged that certain ValueAct Capital

entities, VA Partners, LLC, ValueAct Master Capital Fund, L.P., and ValueAct Co-Invest

International, L.P. violated the reporting and waiting period requirements of the HSR Act.

ValueAct, an activist investment firm, purchased over $2.5 billion of Halliburton and Baker

Hughes voting securities without complying with the HSR Act’s notification requirements.

According to the complaint, ValueAct purchased these shares with the intent to influence the

companies’ business decisions as the Halliburton-Baker Hughes merger unfolded and therefore

could not rely on the limited “investment-only” exemption to the HSR notification requirements.

Under the terms of a proposed final judgment filed July 12, 2016, ValueAct agreed to pay a civil

penalty of $11 million to resolve the lawsuit. On November 1, 2016, the court entered the final

judgment.

In United States v. Caledonia Investments plc, 17 the complaint alleged that Caledonia

Investments plc failed to report its purchase of voting shares in the helicopter services company

Bristow Group, Inc. in 2014, which resulted in Caledonia holding Bristow shares valued at

approximately $111 million. The complaint alleged that in June 2008, Caledonia first acquired

voting shares in Bristow and reported its purchase as required under the HSR Act. In February

2014, however, Caledonia acquired additional shares of Bristow. Although the HSR Act allows a

company that has reported an initial purchase of voting shares to purchase additional voting

shares from the same issuer up to the next highest reporting threshold over a five-year period

following the initial purchase, Caledonia’s 2014 purchase of voting shares in Bristow fell outside

the five-year period following its initial purchase. Caledonia failed to report this purchase, as

required under the HSR Act. Under the terms of a proposed final judgment filed at the same

time as the complaint, Caledonia agreed to pay a $480,000 civil penalty to resolve the lawsuit.

On November 15, 2016, the court entered the final judgment.

United States v. Len Blavatnik, No. 1:15-cv-01631 (D.D.C. filed Oct. 6, 2015), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0060/len-blavatnik-care-access-industries.

United States v. ValueAct Partners I, LLC, ValueAct Capital Master Fund, L.P., and ValueAct Co-Invest

International, L.P., No. 3:16-cv-01672 (N.D. Cal. filed Apr. 4, 2016), available at

https://www.justice.gov/atr/case/us-v-va-partners-i-llc-et-al.

United States v. Caledonia Investments PLC, No. 1:16-cv-01620 (D.D.C. filed Aug. 16, 2016), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0123/caledonia-investments-plc.

Rulemaking

The Commission approved final amendments to the HSR Premerger Notification Rules

allowing filers to submit their HSR forms and documentary attachments on DVD and

streamlining the Premerger Notification Form instructions. 18 These updates made the process of

submitting HSR filings more efficient, and less burdensome. By allowing HSR filings to be

submitted on DVD, the amendments reduced the expensive and time-consuming printing and

duplication of electronically maintained documents that are submitted to the antitrust agencies.

MERGER ENFORCEMENT ACTIVITY

The Department of Justice

During fiscal year 2016, the Antitrust Division challenged 25 transactions that it

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

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

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

four of the filed court challenges, the parties abandoned the proposed transactions. Two other

filed court challenges have been litigated; the court found in favor of the Division and blocked

the merger in those two cases. The parties abandoned their transactions in four of the ten

remaining challenges, and in six instances restructured their transactions, resolving the

Division’s concerns.19

In United States, et al. v. Anthem, Inc. and Cigna Corp., 20 the Division along with the

attorneys general of California, Colorado, Connecticut, the District of Columbia, Georgia, Iowa,

Maine, Maryland, New Hampshire, New York, Tennessee, and Virginia, filed suit to block

Anthem, Inc.’s proposed acquisition of Cigna Corp. The complaint alleged that the proposed

merger would substantially reduce competition for millions of consumers who receive

commercial health insurance coverage from national employers throughout the United States and

from large-group employers in at least 35 metropolitan areas, including New York, Los Angeles,

San Francisco, Denver, and Indianapolis; and from public exchanges created by the Affordable

Care Act in St. Louis and Denver. The complaint further alleged that the elimination of Cigna

threatens competition among commercial insurers for the purchase of healthcare services from

hospitals, physicians and other healthcare providers. The proposed merger would eliminate

substantial head-to-head competition in all these markets, and it would remove the independent

81 Fed. Reg. 60,257 (Sept. 1, 2016).

Hostess’s proposed re-acquisition of Butternut; Waste Management, Inc.’s proposed acquisition of Southwest

Waste System Holdings, LP; Thai Union Frozen Products, PLC’s proposed acquisition of Bumble Bee Seafoods,

LLC; Partners Healthcare System, Inc.’s proposed acquisition of Hallmark Health System; Canadian Pacific’s

proposed acquisition of Norfolk Southern; Tribune Publishing Co.’s proposed acquisition of Merrick Media;

KeyCorp’s proposed acquisition of First Niagara Financial; Huntington Bancshares Incorporated’s proposed

acquisition of FirstMerit Corporation; Tullett Prebon plc’s proposed acquisition of ICAP Global Broking Holdings

Ltd.; and JW Aluminum, Inc.’s proposed acquisition of Noranda Aluminum, Inc.

United States, et al. v. Anthem, Inc. and Cigna Corp., No. 1:16-cv-01493 (D.D.C. filed Jul. 21, 2016).

competitive force of Cigna, which has been a leader in the industry’s transition to value-based

care. Eleven states – California, Colorado, Connecticut, Georgia, Iowa, Maine, Maryland, New

Hampshire, New York, Tennessee and Virginia – and the District of Columbia joined the

Division’s challenge of Anthem’s acquisition of Cigna. On February 8, 2017, the U.S. District

Court for the District of Columbia found in favor of the Division and blocked the proposed

acquisition.

In United States, et al. v. Aetna Inc. and Humana Inc., 21 the Division along with the

attorneys general of Delaware, the District of Columbia, Florida, Georgia, Illinois, Iowa, Ohio,

Pennsylvania and Virginia, filed a challenge to Aetna Inc.’s proposed acquisition of Humana Inc.

The complaint alleged that the proposed merger would substantially reduce competition in the

market for Medicare Advantage, a market-based alternative to traditional Medicare, affecting

more than 1.5 million Medicare Advantage customers. As alleged in the complaint, before

seeking to acquire Humana, Aetna had pursued aggressive expansion in Medicare Advantage.

Aetna, the nation’s fourth-largest Medicare Advantage insurer by membership, has nearly

doubled its Medicare Advantage footprint over the past four years. Humana is the nation’s

second-largest Medicare Advantage insurer by membership. The lawsuit also alleged that

Aetna’s purchase of Humana would substantially reduce competition to sell commercial health

insurance to individuals and families on the public exchanges. If the acquisition were to proceed

as originally proposed, Aetna would have eliminated one of its strongest and most capable

competitors in these markets. On January 23, 2017, the U.S. District Court for the District of

Columbia found in favor of the Division and blocked the proposed acquisition. On February 14,

2017, Aetna and Humana abandoned the transaction.

In United States v. Deere & Company, Precision Planting LLC, and Monsanto

Company,22 the Division filed a lawsuit seeking to block Deere & Company’s proposed

acquisition of Precision Planting LLC from Monsanto Company. The complaint alleged that the

proposed transaction would have combined the only two significant U.S. providers of high-speed

precision planting systems. High-speed precision planting enables farmers to plant corn,

soybeans, and other row crops at up to twice the speed of a conventional planter without

sacrificing accuracy. According to the complaint, Precision Planting has been a key innovator in

high-speed precision planting and Deere’s only significant competitor in developing and selling

these technologies. If this deal were allowed to proceed as originally structured, Deere would

emerge as the dominate provider in this product market with the ability to raise prices and slow

innovation at the expense of American farmers who rely on these systems. On May 1, 2017,

Deere and Monsanto abandoned the transaction.

In United States v. United Continental Holdings, Inc. and Delta Air Lines, Inc., 23 the

Division challenged United Continental Holdings, Inc.’s proposed purchase of 24 take-off and

landing authorizations – or “slots” – from Delta Airlines, Inc. at Newark Liberty International

Airport (“Newark”). The complaint, filed on November 10, 2015, alleged that the purchase

agreement would violate Sections 1 and 2 of the Sherman Act by increasing United’s already

United States, et al. v. Aetna Inc. and Humana Inc., No. 1:16-cv-01494 (D.D.C. filed Jul. 21, 2016).

United States v. Deere & Company, Precision Planting LLC, and Monsanto Company, No. 1:16-cv-08515 (N.D.

Ill. filed Aug. 31, 2016).

United States v. United Continental Holdings, Inc. and Delta Air Lines, Inc., 2:15-cv-07992-WHW-CLW (D.N.J.

filed Nov. 10, 2015).

dominant share of slots at Newark Airport and subjecting passengers at Newark to higher fares

and fewer choices. On April 1, 2016, the Federal Aviation Administration (“FAA”) announced

plans to lift slot controls at Newark in order to ease entry and promote competition at the airport.

The FAA explained that capacity existed for additional flights at Newark, in part because slots

that had been allocated were not being fully utilized. As the Division alleged in its complaint,

United did not use all of the slots it controlled at Newark Airport, limiting flight options while

keeping the slots out of the hands of competitors. Following the FAA’s announcement, on April

6, 2016, the parties abandoned the transaction.

In United States, et al. v. Springleaf Holdings, Inc., OneMain Financial Holdings, LLC,

and CitiFinancial Credit Company, 24 the Division, along with the attorneys general of Colorado,

Idaho, Pennsylvania, Texas, Virginia, Washington, and West Virginia, challenged the proposed

acquisition of OneMain Financial Holdings, LLC by Springleaf Holdings, Inc. The complaint

alleged that OneMain and Springleaf are the two largest lenders specializing in personal

installment loans to subprime borrowers in the United States. The loss of head-to-head

competition between Springleaf and OneMain would have resulted in a reduction of consumer

choice that likely would drive subprime borrowers to much more expensive forms of credit or

leave them with no reasonable alternative. As originally structured, the proposed acquisition

would have substantially lessened competition in local markets within and around 126 towns and

municipalities in eleven states (Arizona, California, Colorado, Idaho, North Carolina, Ohio,

Pennsylvania, Texas, Virginia, Washington, and West Virginia). A proposed final judgment was

filed simultaneously with the complaint on November 13, 2015. Under the terms of the decree,

Springleaf was required to divest 127 branches to Lendmark Financial Services or to an

alternative buyer approved by the Division. On April 15, 2016, the court entered the final

judgment.

In United States and State of Connecticut v. AMC Entertainment Holdings, Inc. and SMH

Theatres, Inc., 25 the Division challenged AMC Entertainment Holdings, Inc.’s proposed

acquisition of SMH Theatres, Inc. (“Starplex”). AMC and Starplex are each other’s most

significant competitor in Berlin, Connecticut, and East Windsor, New Jersey. To attract

moviegoers in the affected geographic areas, the parties competed vigorously on ticket prices and

provided consumers with a high quality viewing experience by offering sophisticated sound

systems, large screens, picture clarity, premium seating, and high quality food and beverages.

As originally proposed, the acquisition would have reduced price competition as well as the

overall quality of the movie viewing experience. A proposed final judgment, filed

simultaneously with the complaint on December 15, 2015, required AMC to divest Starplex

Berlin 12 in Berlin, Connecticut, and Starplex Town Center Plaza 10 in East Windsor, New

Jersey, to buyers approved by the Division in order to proceed with the proposed acquisition. On

March 2, 2016, the court entered the final judgment.

United States, et al. v. Springleaf Holdings, Inc., OneMain Financial Holdings, LLC, and CitiFinancial Credit

Company, No. 1:15-cv-01992 (D.D.C. filed Nov. 13, 2015).

United States, et al. v. AMC Entertainment Holdings, Inc. and SMH Theatres, Inc., No. 1:15-cv-02181 (D.D.C.

filed Dec. 15, 2015).

In United States v. Gray Television, Inc. and Schurz Communications, Inc., 26 the Division

challenged the proposed acquisition of Schurz Communications, Inc. by Gray Television, Inc.

The complaint alleged that the transaction, as originally proposed, would eliminate the

substantial head-to-head competition between Gray’s and Schurz’s television stations for the

business of local and national advertisers in South Bend, Indiana, and Wichita, Kansas. A

proposed final judgment, filed simultaneously with the complaint on December 22, 2015,

required Gray to divest two broadcast television stations, WSBT-TV (CBS affiliate) in South

Bend and KAKE-TV (ABC affiliate) in Wichita, Kansas. On March 3, 2016, the court entered

the final judgment.

In United States v. BBA Aviation PLC, Landmark U.S. Corp LLC and LM U.S. Member

LLC, 27 the Division challenged the proposed acquisition of Landmark U.S. Corp LLC and LM

U.S. Member LLC, collectively doing business as Landmark Aviation, by BBA Aviation plc.

The complaint alleged that the transaction, as originally proposed, would eliminate head-to-head

competition between the parties in the market for fixed-base operator services (“FBOs”),

resulting in higher prices and lower quality of services for general aviation customers at

Washington Dulles International Airport in Dulles, Virginia; Scottsdale Municipal Airport in

Scottsdale, Arizona; Fresno Yosemite International Airport in Fresno, California; Jacqueline

Cochran Regional Airport in Thermal, California; Westchester County Airport in White Plains,

New York; and Ted Stevens Anchorage International Airport in Anchorage, Alaska. FBOs

provide fuel and related support services to general aviator customers, which include charter,

private and corporate aircraft carriers. A proposed final judgment, filed simultaneously with the

complaint on February 3, 2016, required BBA to divest the FBO assets it is acquiring from

Landmark at each of the six impacted airports. On June 9, 2016, the court entered the final

judgment.

In United States v. Tribune Publishing Co., 28 the Division challenged the proposed

acquisition of Freedom Communications, Inc., publisher of the Orange County Register and the

Riverside County Press-Enterprise, by Tribune Publishing Company, publisher of the Los

Angeles Times. Tribune was selected as purchaser of Freedom’s newspapers following a

bankruptcy auction. The complaint, filed on March 17, 2016, alleged that if the acquisition were

to proceed as originally structured, Tribune would have a monopoly over newspaper sales in

Orange County and Riverside County, California, and be able to increase subscription prices,

raise advertising rates, and invest less to maintain the quality of its newspapers. On March 18,

2016, the court granted the Division’s application for a temporary restraining order blocking

Tribune from acquiring Freedom. On March 21, 2016, the bankruptcy court approved Digital

First Media as the purchaser of Freedom, and Tribune abandoned its proposed acquisition.

In United States v. Iron Mountain Inc. and Recall Holdings Ltd.,29 the Division

challenged the proposed acquisition of Recall Holdings Ltd. by Iron Mountain Inc. Iron

United States v. Gray Television, Inc. and Schurz Communications, Inc., No. 1:15-cv-02232-RC (D.D.C. filed

Dec. 22, 2015).

United States v. BBA Aviation plc, Landmark U.S. Corp LLC, and LM U.S. Member LLC, No. 1:16-cv-00174

(D.D.C. filed Feb. 3, 2016).

United States v. Tribune Publishing Co., No. 2:16-cv-01822 (C.D. Cal. filed Mar. 17, 2016).

United States v. Iron Mountain Inc. and Recall Holdings Ltd., No. 1:16-cv-00595-APM (D.D.C. filed Mar. 31,

2016).

Mountain and Recall both offer records management services (“RMS”) – storing, protecting, and

organizing large volumes of hard-copy records at secure, off-site locations – in many cities

across the United States. The complaint alleged that the transaction, as originally proposed,

would reduce or eliminate benefits delivered to customers in the provision of RMS in 15

metropolitan areas: Detroit, Michigan; Kansas City, Missouri; Charlotte, North Carolina;

Durham, North Carolina; Raleigh, North Carolina; Buffalo, New York; Tulsa, Oklahoma;

Pittsburgh, Pennsylvania; Greenville/Spartanburg, South Carolina; Nashville, Tennessee; San

Antonio, Texas; Richmond, Virginia; San Diego, California; Atlanta, Georgia; and Seattle,

Washington. A proposed final judgment, filed simultaneously with the complaint on March 31,

2016, requires Iron Mountain to divest Recall records management assets in the fifteen

metropolitan areas. The Division cooperated closely with the Australian Competition and

Consumer Commission, the United Kingdom’s Competition and Markets Authority, and the

Canadian Competition Bureau throughout the course of its investigation. On November 11,

2016, the court entered the final judgment.

In United States v. Halliburton Co. and Baker Hughes Inc., 30 the Division challenged the

proposed acquisition of Baker Hughes, Inc. by Halliburton Co. Halliburton and Baker Hughes

are two of the three largest providers of oilfield services in the United States and the world.

They compete vigorously to win the business of exploration and production companies and to

develop next generation technologies to allow them to drill deeper and operate in ever-more

challenging conditions. The complaint, filed on April 6, 2016, alleged that the proposed

transaction would eliminate substantial head-to-head competition in markets for 23 products and

services used for on- and off-shore oil exploration and production in the United States. The

complaint further alleged that the proposed transaction would lead to higher prices and less

innovation in this critically important industry, harming American consumers and potentially

world energy markets. The Division cooperated with the European Commission as well as

agencies in eight additional jurisdictions: Australia, Brazil, Canada, China, Ecuador, India,

Mexico, and South Africa. On May 1, 2016, Halliburton and Baker Hughes abandoned the

transaction, ensuring continued competition in the industry.

In United States v. Charter Communications, Inc., Time Warner Cable Inc.,

Advance/Newhouse Partnership, and Bright House Networks, LLC, 31 the Division challenged the

proposed acquisitions of Time Warner Cable Inc. and Bright House Networks, LLC by Charter

Communications, Inc. The complaint alleged that the transactions, as originally proposed, would

create the second-largest cable company and the third-largest multi-channel video programming

distributor (“MVPD”) in the United States, with a greater ability and incentive to secure

restrictions on programmers that limit or foreclose online video distributors’ (“OVDs”) access to

important content. A proposed final judgment was filed simultaneously with the complaint on

April 25, 2016. The terms of the settlement ensure competition remains strong because the

merged company, known as New Charter, is prohibited from engaging in certain conduct or

agreements that could make it more difficult for competing OVDs to obtain programming

content. The Division worked with the Federal Communications Commission to achieve a

successful outcome and on September 9, 2016, the court entered the final judgment.

United States v. Halliburton Co. and Baker Hughes Inc., No. 1:16-cv-00233-UNA (D. Del. filed Apr. 6, 2016).

United States v. Charter Communications, Inc., Time Warner Cable Inc., Advance/Newhouse Partnership, and

Bright House Networks, LLC, No. 1:16-cv-00759 (D.D.C. filed Apr. 25, 2016).

In United States v. GTCR Fund X/A, AIV LP, Cision US Inc., UBM plc, PRN Delaware,

Inc., and PWW Acquisition LLC,32 the Division challenged the proposed acquisition of PR

Newswire from UBM plc by GTCR’s subsidiary, Cision US Inc. The complaint alleged that the

transaction, as originally proposed, would likely result in many consumers paying higher net

prices and receiving lower quality products and services in the media contact database industry.

Businesses, nonprofits, and other organizations rely on media contact databases to identify

journalists and other influencers for public relations purposes. In the United States, Cision

operates the dominant media contact database and PR Newswire operates the third largest media

contact database, sold under the Agility and Agility Plus brands. As originally proposed, the

acquisition would have left many customers throughout the country with only two media contact

database companies capable of fulfilling their needs. The two remaining companies would have

decreased incentives to discount their media contact database subscription prices during

negotiations with prospective customers or improve their products to meet competition. A

proposed final judgment, filed simultaneously with the complaint on June 10, 2016, required the

defendants to divest PR Newswire’s Agility and Agility Plus business to Innodata, Inc., or to

another buyer approved by the Division. On September 14, 2016, the court entered the final

judgment.

In United States v. Anheuser-Busch InBEV SA/NV and SABMiller plc, 33 the Division

challenged the proposed acquisition of SABMiller plc by Anheuser-Busch InBev SA/NV,

(“ABI”). The complaint alleged that the transaction, as originally proposed, would substantially

lessen competition in the national market for the sale of beer in the United States and in at least

58 local markets in the United States. Through its acquisition of SABMiller, ABI would gain a

majority interest in MillerCoors, the joint venture through which SABMiller conducts

substantially all of its operations in the United States. ABI and MillerCoors jointly account for

approximately 70 percent of beer sold in the United States. The acquisition would create many

highly concentrated local geographic markets, with some combined shares in excess of 90

percent. This reduction in competition likely would have resulted in increased beer prices and

fewer choices for beer consumers across the United States. A proposed final judgment, filed

simultaneously with the complaint on July 20, 2016, requires the companies to divest

SABMiller’s entire ownership stake in MillerCoors. The companies will also divest the right to

brew and sell all SABMiller beer brands currently imported or licensed for sale in the United

States. Finally, the companies will divest all rights to SABMiller’s Miller-branded beer

worldwide. The Division cooperated with its counterparts in a number of jurisdictions that also

reviewed the transaction, including the European Commission, Canada, and China. The

proposed final judgment is pending entry by the court.

In United States v. Nexstar Broadcasting Group, Inc. and Media General, Inc., 34 the

Division challenged the proposed acquisition of Media General, Inc. by Nexstar Broadcasting

United States v. GTCR Fund X/A, AIV LP, Cision US Inc., UBM plc, PRN Delaware, Inc., and PWW Acquisition

LLC, No. 1:16-cv-01091 (D.D.C. filed Jun. 10, 2016).

United States v. Anheuser-Busch InBEV SA/NV and SABMiller plc, No. 1:16-cv-01483 (D.D.C. filed Jul. 20,

2016).

United States v. Nexstar Broadcasting Group, Inc. and Media General, Inc., No. 1:16-cv-01772 (D.D.C. filed

Sept. 2, 2016).

Group, Inc. The complaint alleged that the transaction, as originally proposed, would lessen

competition in the sale of broadcast television spot advertising and the licensing of broadcast

television programming to multichannel video programming distributors (“MVPDs”) – such as

cable and satellite providers – for retransmission to MVPD subscribers in the following markets:

Roanoke-Lynchburg, Virginia; Terre Haute, Indiana; Fort Wayne, Indiana; Green Bay-Appleton,

Wisconsin; Lafayette, Louisiana; and Davenport, Iowa/Rock Island-Moline, Illinois (“Quad

Cities”). A proposed final judgment, filed simultaneously with the complaint on September 2,

2016, requires Nexstar to divest the following television stations: WBAY-TV, in Green BayAppleton, Wisconsin, to Gray Television Inc.; WSLS-TV, in Roanoke- Lynchburg, Virginia, to

Graham Holdings Company; KADN-TV and KLAF-LD, in Lafayette, Louisiana, to Bayou City

Broadcasting Lafayette Inc.; WTHI-TV, in Terre Haute, Indiana, to USA Television

MidAmerica Holdings Inc.; WFFT-TV, in Fort Wayne, Indiana, to USA Television; and

KWQC- TV, in Quad Cities, to Gray Television. On November 16, 2016, the court entered the

final judgment.

The Federal Trade Commission

In Staples/Office Depot, 35 the Commission filed an administrative complaint challenging

Staples, Inc.’s proposed $6.3 billion acquisition of rival office supply company, Office Depot,

Inc., and at the same time sought a temporary restraining order and preliminary injunction in

federal court to maintain the status quo pending the outcome of the administrative proceeding.

The Commission alleged that the acquisition would violate the antitrust laws by significantly

reducing competition nationwide in the market for consumable office supplies sold to large

business customers for their own use. Consumable office supplies include items such as pens,

pencils, notepads, sticky notes, file folders, paper clips, and paper used for printers and copy

machines. The Commission alleged that Staples and Office Depot were each other’s closest

competitor, and among the only companies that can provide the low prices, nationwide

distribution, and combined services and features that many large business customers require.

The complaint further alleged that, by eliminating the competition between Staples and Office

Depot, the transaction would lead to higher prices and reduced quality. The complaint also

asserted that entry or expansion into the market—by other office supplies vendors,

manufacturers, wholesalers, or online retailers—would not be timely, likely, or sufficient to

counteract the anticompetitive effects of the merger. On May 10, 2016, the U.S. District Court

for the District of Columbia granted a preliminary injunction. Shortly thereafter, Staples and

Office Depot abandoned their proposed merger, and the Commission dismissed its administrative

complaint.

In The Penn State Hershey Medical Center/PinnacleHealth System, 36 the Commission

filed an administrative complaint challenging the combination of Penn State Hershey Medical

Staples, Inc. and Office Depot, Inc., FTC Dkt. No. 9367 (final order May 19, 2016), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0065/staplesoffice-depot-matter; FTC v. Staples, Inc. and

Office Depot, Inc., Case No. 1:15-cv-02115(EGS) (D.D.C.), available at https://www.ftc.gov/enforcement/casesproceedings/1510065/ftc-v-staplesoffice-depot.

The Penn State Hershey Medical Center and PinnacleHealth System, FTC Dkt. No. 9368 (final order Oct. 23,

2016), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0191/penn-state-hershey-medicalcenterpinnaclehealth-system; FTC and Commonwealth of Pennsylvania v. Penn State Hershey Medical Center and

PinnacleHealth System, Case No. 1:15-cv-2362(JEJ) (M.D. Pa.), available at

Center and PinnacleHealth System and authorized staff to file for a preliminary injunction in

federal district court to maintain the status quo pending the outcome of its administrative

proceeding. The Commission alleged that the acquisition would violate the antitrust laws by

significantly reducing competition for general acute care inpatient hospital services in the area

surrounding Harrisburg, Pennsylvania, and lead to reduced quality and higher health care costs

for the area’s employers and residents. According to the complaint, the merged entity would

control approximately 64 percent of the relevant market, likely leading to increased healthcare

costs and reduced quality of care for more than 500,000 local residents and patients. On May 9,

2016, the U.S. District Court for the Middle District of Pennsylvania denied a preliminary

injunction. After an appeal, on September 27, 2016, the Third Circuit Court of Appeals found

that the Commission had established a likelihood of success on the merits, and ordered the

District Court to enter a preliminary injunction blocking the combination of Penn State Hershey

and Pinnacle. Shortly after, Penn State Hershey and Pinnacle abandoned their proposed merger,

and the Commission dismissed its administrative complaint.

In Advocate Health and Hospitals/NorthShore University HealthSystem, 37 the

Commission filed an administrative complaint challenging the combination of Advocate Health

and Hospitals and NorthShore University HealthSystem, and authorized FTC staff to file a

preliminary injunction to maintain the status quo pending the outcome of its administrative

proceeding. The Commission alleged that the acquisition would violate the antitrust laws by

substantially lessening competition in the market for general acute care inpatient hospital

services sold and provided to commercial payers and their insured members in the North Shore

area of Chicago. According to the complaint, the merged entity would operate a majority of the

hospitals in the area and control more than 50 percent of the general acute care inpatient hospital

services. The likely results of the transaction would be higher healthcare costs, and the incentive

to decrease service offerings and lessen the quality of healthcare. On June 14, 2016, the U.S.

District Court for the Northern District of Illinois denied a preliminary injunction. On October

31, 2016, the U.S. Court of Appeals for the Seventh Circuit reversed the district court’s denial of

a preliminary injunction because “the district court’s geographic market finding here was clearly

erroneous.” The circuit court remanded the case to the district court for further proceedings; in

March, 2017, the district court granted the preliminary injunction motion and the parties

abandoned the transaction.

In Cabell Huntington Hospital/St. Mary’s Medical Center, 38 the Commission filed an

administrative complaint challenging Cabell Huntington Hospital’s proposed acquisition of St.

Mary’s Medical Center, two hospitals located three miles apart in Huntington, West Virginia.

https://www.ftc.gov/enforcement/cases-proceedings/141-0191-d09368/penn-state-hershey-medical-center-ftccommonwealth.

Advocate Health Care Network, Advocate Health and Hospitals Corp. and NorthShore University HealthSystem,

FTC Dkt. No. 9369 (filed Dec. 18, 2015), available at https://www.ftc.gov/enforcement/cases-proceedings/1410231/advocate-health-care-network-advocate-health-hospitals; FTC and State of Illinois v. Advocate Health Care

Network, Advocate Health and Hospitals Corp., and NorthShore University HealthSystem, Case No. 1:15-cv11473(JLA) (N.D. Ill.), available at https://www.ftc.gov/enforcement/cases-proceedings/1410231/ftc-v-advocatehealth-care-network.

Cabell Huntington Hospital, Inc., Pallottine Health Services, Inc., and St. Mary’s Medical Center, Inc., FTC Dkt.

No. 9366 (filed Nov. 6, 2015), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0218/cabellhuntington-hospitalst-marys-medical-center-matter.

The Commission alleged that the acquisition would violate the antitrust laws by significantly

reducing competition, creating a dominant firm with a near-monopoly over general acute care

inpatient hospital services and outpatient surgical services in the adjacent counties of Cabell,

Wayne, and Lincoln, West Virginia, and Lawrence County, Ohio. The Commission further

alleged that this likely would lead to higher prices and lower quality of care than would be the

case without the acquisition. According to the complaint, the two hospitals are each other’s

closest competitor for health plans and patients, and the acquisition would substantially lessen

competition between the hospitals for patients and for inclusion in health plan networks. The

complaint also alleged that, at times, the parties have attempted to limit their intense head-tohead competition through collusive conduct, such as restrictive marketing agreements. In March

2016, the West Virginia governor and legislature enacted a new West Virginia law relating to

certain “cooperative agreements” between hospitals in the state. The West Virginia Health Care

Authority approved a cooperative agreement between the hospitals, with which the West

Virginia Attorney General concurred. Cooperative agreement laws seek to replace antitrust

enforcement with state regulation and supervision of healthcare provider combinations. On July

6, 2016, the Commission voted to dismiss without prejudice its administrative complaint

challenging the proposed merger between Cabell Huntington Hospital and St. Mary’s Medical

Center in light of the passage of the new West Virginia law and the state health care authority’s

approval of the hospitals’ cooperative agreement. The Commission stated that “[t]his case

presents another example of healthcare providers attempting to use state legislation to shield

potentially anticompetitive combinations from antitrust enforcement” and that “[t]he

Commission believes that state cooperative agreement laws such as SB 597 are likely to harm

communities through higher healthcare prices and lower healthcare quality.” 39 The Commission

plans to “continue to vigorously investigate and, where appropriate, challenge anticompetitive

mergers in the courts and, if necessary, through state cooperative agreement processes.”

In Superior/Canexus, 40 the Commission challenged Superior Plus Corp.’s proposed

$982 million acquisition of Canexus Corp. The Commission’s complaint alleged that the

proposed merger would have reduced competition in the North American market for sodium

chlorate—a commodity chemical used to bleach wood pulp that is then processed into paper,

tissue, diaper liners, and other products—because Superior and Canexus are two of the three

major producers of sodium chlorate in North America. The Commission also authorized staff to

seek a temporary restraining order and a preliminary injunction in federal court to prevent the

parties from consummating the merger and to maintain the status quo pending the administrative

proceeding. The Commission and the Canadian Competition Bureau collaborated in this

investigation. On June 30, 2016, the parties abandoned the transaction.

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

following 16 merger matters.

Statement of the Federal Trade Commission, In the Matter of Cabell Huntington Hospital, Inc., Pallottine Health

Services, Inc., and St. Mary's Medical Center, Inc., FTC Dkt. No. 9366 (July 6, 2015), available at

https://www.ftc.gov/public-statements/2016/07/statement-federal-trade-commission-matter-cabell-huntingtonhospital-inc.

Superior Plus Corp. and Canexus Corp., FTC Dkt. No. C-9371 (final order Aug. 3, 2016), available at

https://www.ftc.gov/enforcement/cases-proceedings/161-0020/superiorcanexus-matter.

In Keystone Orthopaedic Specialist, LLC, 41 the Commission challenged the formation of

an orthopedic practice, Keystone Orthopaedic Specialists, LLC, formed through a combination

of six independent orthopedic practices. The Commission’s complaint alleged that the merger

substantially reduced competition for orthopedic services in Berks County, Pennsylvania. The

complaint also named Orthopaedic Associates, one of the six practices that merged into

Keystone in 2011, but split from Keystone in 2014. To remedy these concerns and maintain

competition, the Commission issued a consent order requiring Keystone and Orthopaedic

Associates to obtain prior approval from the Commission before acquiring any interests in each

other, before acquiring another orthopedic practice in Berks County, and before hiring or

offering membership to an orthopedist who has provided services in Berks County in the past

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

December 18, 2015.

In Mylan/Perrigo, 42 the Commission challenged Mylan N.V.’s $27 billion acquisition of

Perrigo Company plc. The Commission's complaint alleged that the acquisition would likely

have harmed current competition in U.S. markets for four generic drugs because both Mylan and

Perrigo either were currently selling the drugs, or had the approval of the Food and Drug

Administration to do so. These four drugs included: (1) Bromocriptine mesylate, used to treat

conditions including type 2 diabetes and Parkinson’s disease; (2) Clindamycin

phosphate/benzoyl peroxide, used to treat acne; (3) Liothyronine sodium, used to treat

hypothyroidism and to treat or prevent enlarged thyroid glands; and (4) Polyethylene glycol

3350, a laxative used to treat occasional constipation. The complaint also alleged harm to

competition for three other generic drugs because the acquisition would have eliminated at least

one likely future entrant from a very limited pool of future entrants. These three drugs included:

(1) Acyclovir, used to slow the growth and spread of the herpes virus in the body; (2)

Hydromorphone hydrochloride, used to treat moderate to severe pain in narcotic-tolerant

patients; and (3) Scopolamine, which prevents symptoms associated with motion sickness and

helps patients recover from anesthesia and surgery. To remedy these concerns and maintain

competition, the Commission issued a consent order requiring Mylan to sell the rights and assets

related to the seven generic drugs to the generic pharmaceutical company Alvogen Group Inc.

Following a public comment period, the Commission approved the final order on February 22,

2016.

In NXP Semiconductors/Freescale Semiconductor, 43 the Commission challenged NXP

Semiconductors N.V.’s proposed $11.8 billion acquisition of Freescale Semiconductor Ltd.

because it would substantially lessen competition in the worldwide market for radio frequency

(“RF”) power amplifiers. RF power amplifiers are semiconductors that amplify radio signals

used to transmit information between electronic devices such as cellular base stations and mobile

phones. The market for RF power amplifiers is extremely concentrated, with Freescale and NXP

together comprising more than 60 percent of the relevant market, and only one other significant

Keystone Orthopaedic Specialists, LLC, and Orthopaedic Associates of Reading, Ltd., FTC Dkt. No. C-4562

(final order Dec. 18, 2015), available at https://www.ftc.gov/enforcement/cases-proceedings/141-0025/keystoneorthopaedic-specialists-llc-orthopaedic-associates.

Mylan N.V., FTC Dkt. No. C-4557 (final order Feb. 22, 2016), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0129-c-4557/mylan-n-v-matter-perrigo-company.

NXP Semiconductors N.V., FTC Dkt. No. C-4560 (final order Jan. 29, 2016), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0090/nxp-semiconductors-nv-matter.

competitor. To remedy these concerns and maintain competition, the Commission issued a

consent order requiring NXP to divest all its assets that are used primarily for manufacturing,

research, and development of RF power amplifiers to the Chinese private equity firm Jianguang

Asset Management Co. Ltd. These assets included a manufacturing facility in the Philippines, a

building in the Netherlands to house management and some testing labs, as well as all patents

and technologies used exclusively or predominantly for the RF power amplifier business, and a

royalty-free license to use all other NXP patents and technologies required by that business. The

divestiture also required Jianguang to evaluate and retain RF power amplifier employees and

managers necessary to operate the divested assets. Following a public comment period, the

Commission approved the final order on January 29, 2016.

In Cumberland Gulf/ArcLight Capital Partners, 44 the Commission challenged ArcLight

Energy Partners Fund VI, L.P.’s acquisition of Gulf Oil Limited Partnership from its parent

company, Cumberland Farms, Inc. The Commission’s complaint alleged that the acquisition

would be anticompetitive in three Pennsylvania terminal markets: (1) Altoona, where ArcLight

would own the only terminal handling gasoline and one of two terminals handling distillates;

(2) Scranton, where ArcLight would own one of two terminals handling gasoline and distillates;

and (3) Harrisburg, where ArcLight would own one of two terminals handling gasoline and one

of three terminals handling distillates. To remedy these concerns and maintain competition, the

Commission issued a consent order requiring ArcLight to divest its ownership interest in four

light petroleum product terminals in Pennsylvania: (1) one in Altoona; (2) one in Pittston

Township in the Scranton market; and (3) one each in Mechanicsburg and Williamsport in the

Harrisburg market. Following a public comment period, the Commission approved the final

order on February 9, 2016.

In DSI Renal/U.S. Renal Care, 45 the Commission challenged U.S. Renal Care, Inc.’s

proposed $640 million acquisition of competitor DSI Renal. U.S. Renal Care is the third-largest

provider of outpatient dialysis services in the United States and DSI Renal is the sixth-largest.

The Commission’s complaint alleged that the acquisition would lead to a significant increase in

market concentration and anticompetitive effects in one local market—Laredo, Texas—by

reducing the number of providers from three to two, and likely resulting in reduced incentives to

improve service or quality for dialysis patients, and a higher likelihood that the merged company

would unilaterally increase prices. To remedy these concerns and maintain competition, the

Commission issued a consent order requiring divestiture of three DSI Renal outpatient dialysis

clinics in Laredo to Satellite Healthcare, Inc. Following a public comment period, the

Commission approved the final order on March 18, 2016.

In Lupin Ltd. And Lupin Pharmaceuticals/GAVIS Pharmaceuticals, 46 the Commission

challenged Lupin Ltd.’s proposed $850 million acquisition of Gavis Pharmaceuticals LLC. The

Commission’s complaint alleged that the acquisition would have combined two of only four

ArcLight Energy Partners Fund VI, L.P., FTC Dkt. No. C-4563 (final order Feb. 9, 2016), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0149/arclight-energy-partners-fund-vi-lp-matter.

Rangers Renal Holding, LP, US Renal Care, Inc., Dialysis Parent, LLC, and Dialysis HoldCo, LLC, FTC Dkt.

No. 4570 (final order Mar. 18, 2016), available at https://www.ftc.gov/enforcement/cases-proceedings/1510215/rangers-renal-holding-lp-us-renal-care-inc-dialysis-parent.

Lupin Ltd., Gavis Pharmaceuticals LLC, and Novel Laboratories, Inc., FTC Dkt. No. C-4566 (final order Apr. 26,

2016), available at https://www.ftc.gov/enforcement/cases-proceedings/151-0202/lupin-ltd-et-al-matter.

companies that sold generic doxycycline monohydrate capsules in two dosage strengths, used to

treat bacterial infections, and also have eliminated one of only a few companies likely to enter

the market for generic mesalamine extended release capsules, used to treat ulcerative colitis. To

remedy these concerns and maintain competition, the Commission issued a consent order

requiring Lupin and Gavis to sell to G&W Laboratories the rights and assets for Gavis’s generic

doxycycline monohydrate capsules, and generic mesalamine capsules, including helping G&W

to complete the required regulatory work and begin manufacturing the product. Following a

public comment period, the Commission approved the final order on April 26, 2016.

In Hikma Pharmaceuticals/Ben Venue Laboratories, 47 the Commission challenged

Hikma Pharmaceuticals PLC’s $5 million acquisition of the rights to various drug products and

related assets from Ben Venue Laboratories, Inc. The Commission’s complaint alleged that

Hikma’s purchase of five generic injectables from Ben Venue, a U.S. subsidiary of Boehringer

Ingelheim Corporation, would likely harm future competition in the U.S. markets for these

products, which included: (1) Acyclovir sodium injection, an antiviral drug used to treat chicken

pox, herpes, and other related infections; (2) Diltiazem hydrochloride injection, a calcium

channel blocker and antihypertensive used to treat hypertension, angina, and arrhythmias; (3)

Famotidine injection, a treatment for ulcers and gastroesophageal reflux disease; (4)

Prochlorperazine edisylate injection, an antipsychotic drug used to treat schizophrenia and

nausea; and (5) Valproate sodium injection, a treatment for epilepsy, seizures, bipolar disorder,

anxiety, and migraine headaches. To remedy these concerns and maintain competition, the

Commission issued a consent order requiring Hikma to divest these five generic injectable drug

assets to Amphastar Pharmaceuticals, Inc., a specialty pharmaceutical company that sells generic

injectable and inhalation products. Following a public comment period, the Commission

approved the final order on March 31, 2016.

In Hikma Pharmaceuticals/Roxane Laboratories, 48 the Commission challenged Hikma

Pharmaceuticals PLC’s proposed $2 billion acquisition of Roxane. The Commission’s complaint

alleged that the acquisition would combine two of five firms marketing prednisone tablets and

two of four firms marketing lithium carbonate capsules. Additionally, in the market for

flecainide tablets, which are used to prevent and treat abnormally fast heart rhythms, Roxane is

currently one of only two firms with significant market share. Absent the acquisition, Hikma

was expected to market flecainide tablets in the United States following FDA approval. To

remedy these concerns and maintain competition, the Commission issued a consent order

requiring Hikma to divest to Pennsylvania-based Renaissance Pharma, Inc., three strengths of

anti-inflammatory and immunosuppressant prednisone tablets and all strengths of lithium

carbonate capsules, used to treat bipolar disorder. The order also requires Hikma to relinquish to

its drug development partner, Unimark Remedies Ltd., the rights to market flecainide acetate

tablets in the United States. Following a public comment period, the Commission approved the

final order on May 5, 2016.

Hikma Pharmaceuticals PLC and C.H. Boehringersohn AG & Co. KG, FTC Dkt. No. C-4572 (final order Mar.

31, 2016), available at https://www.ftc.gov/enforcement/cases-proceedings/151-0044/bedford-laboratorieshikmapharmaceuticals.

Hikma Pharmaceuticals PLC, FTC Dkt. No. C-4568 (final order May 5, 2016), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0198/hikma-pharmaceuticals-plc-matter.

In Koninklijke Ahold/Delhaize Group, 49 the Commission challenged Koninklijke Ahold’s

proposed $28 billion acquisition of Delhaize Group. The Commission’s complaint alleged that

the proposed merger would have reduced competition among supermarkets in 46 local markets

in Delaware, Maryland, Massachusetts, New York, Pennsylvania, Virginia, and West Virginia.

Supermarkets operated by Ahold and Delhaize competed closely for shoppers based on price,

format, service, product offerings, promotional activity, and location. To remedy these concerns

and maintain competition, the Commission issued a consent order requiring Ahold and Delhaize

to divest 81 stores to seven divestiture buyers: (1) one store in Maryland to New Albertson’s

Inc.; (2) seven stores in Massachusetts to Big Y Foods, Inc.; (3) 10 stores in Virginia to Publix

North Carolina, LP; (4) one store in Pennsylvania to Saubel’s Market, Inc.; (5) 18 stores in

Maryland, Pennsylvania, Virginia, and West Virginia to Shop ‘N Save East, LLC, an affiliate of

Supervalu; (6) six stores in Massachusetts and New York to Tops Markets, LLC; and

(7) 38 stores in Delaware, Maryland, and Virginia to Weis Markets Inc. Following a public

comment period, the Commission approved the final order on October 31, 2016.

In Teva/Allergan, 50 the Commission challenged Teva Pharmaceutical Industries’

proposed $40.5 billion acquisition of Allergan plc’s generic pharmaceutical business. The

Commission’s complaint alleged that the proposed merger would have reduced current or future

competition by reducing the number of current or future suppliers in the pharmaceutical markets

for one or more strengths of 79 pharmaceutical products (“the drug portfolio”), which include

anesthetics, antibiotics, weight loss drugs, oral contraceptives, and treatments for a wide variety

of diseases and conditions, including ADHD, allergies, arthritis, cancers, diabetes, high blood

pressure, high cholesterol, mental illnesses, opioid dependence, pain, Parkinson’s disease, and

respiratory, skin, and sleep disorders. Competitive concerns arising from the acquisition fall into

three categories: (1) current competition between Teva and Allergan; (2) future competition

between Teva and Allergan in an existing generic market; and (3) future competition between

Teva and Allergan in a future generic market. To remedy these concerns and maintain

competition, the Commission issued a consent order requiring Teva to divest the drug portfolio

to eleven firms, which marks the largest drug divestiture order in an FTC pharmaceutical merger

case. The Commission’s complaint also alleged that the proposed merger would have lessened

current or future competition in fifteen pharmaceutical markets because Teva would have the

incentive and ability to foreclose rival suppliers of fifteen newly acquired Allergan

pharmaceutical products by withholding supply of eight Teva API products that it had previously

supplied. To remedy these concerns and maintain competition, the Commission issued a consent

order requiring Teva to offer existing API customers the option of entering into long-term API

supply contracts. Following a public comment period, the Commission approved the final order

on September 15, 2016.

In Mylan/Meda, 51 the Commission challenged Mylan N.V.’s proposed $7.2 billion

acquisition of Meda AB. The Commission’s complaint alleged that the proposed merger would

Koninklijke Ahold N.V. and Delhaize Group NV/SA, FTC Dkt. No. C-4267 (final order Oct. 31, 2016), available

at https://www.ftc.gov/enforcement/cases-proceedings/151-0175/koninklijke-ahold-delhaize-group.

Teva Pharmaceutical Industries Ltd., a corporation and Allergan PLC, FTC Dkt. No. C-4589 (final order Sept.

15, 2016), available at https://www.ftc.gov/enforcement/cases-proceedings/151-0196/teva-allergan-matter.

Mylan N.V., FTC Dkt. No. C-4590 (final order Sept. 8, 2016), available at

https://www.ftc.gov/enforcement/cases-proceedings/161-0102/mylan-nv-matter.

have reduced competition by combining two of three companies currently offering 400 mg and

600 mg generic felbamate tablets, which treat refractory epilepsy, and would eliminate future

competition between Mylan and Meda in the market for 250 mg generic carisoprodol tablets,

which treat muscle spasms and stiffness. To remedy these concerns and maintain competition,

the Commission issued a consent order requiring Mylan to relinquish its U.S. marketing rights

for 250 mg generic carisoprodol tablets to Indicus Pharma LLC, and to divest Mylan’s rights and

assets related to 400 mg and 600 mg felbamate tablets to Alvogen Pharma US Inc. Following a

public comment period, the Commission approved the final order on September 8, 2016.

In ON Semiconductor/Fairchild Semiconductor, 52 the Commission challenged ON

Semiconductor Corporation’s proposed $2.4 billion acquisition of Fairchild Semiconductor

International, Inc. The Commission’s complaint alleged that the proposed merger would have

reduced competition in the worldwide market for Insulated-Gate Bipolar Transistors specifically

designed and calibrated for automotive ignition systems (“Ignition IGBTs”) because the merged

company would have a combined share of over 60 percent. ON and Fairchild are each other’s

closest competitors for Ignition IGBTs sold to automotive suppliers, who then incorporate

Ignition IGBTs into the ignition systems they sell to automakers. To remedy these concerns and

maintain competition, the Commission issued a consent order requiring ON to divest its Ignition

IGBT business to Littelfuse, Inc. Following a public comment period, the Commission approved

the final order on October 5, 2016.

In American Air Liquide/Airgas, 53 the Commission challenged American Air Liquide

Holdings, Inc.’s proposed $13.4 billion acquisition of Airgas, Inc. The Commission’s complaint

alleged that the proposed merger would have reduced competition, in national and/or regional

markets, for the supply of seven types of industrial gas: bulk oxygen, bulk nitrogen, bulk argon,

bulk nitrous oxide, bulk liquid carbon dioxide, dry ice, and packaged welding gases sold in retail

stores. These gases are used in a number of industries, including oil and gas, steelmaking, health

care, and food manufacturing, according to the complaint. To remedy these concerns and

maintain competition, the Commission issued a consent order requiring Air Liquide to divest 16

air separation units, four vertically integrated dry ice and liquid carbon dioxide plants, two

separate liquid carbon dioxide plants, two nitrous oxide plants, and three retail packaged welding

gas and hardgoods stores. Following a public comment period, the Commission approved the

final order on July 18, 2016.

In Ball/Rexam, 54 the Commission challenged Ball Corporation’s proposed $8.4 billion

acquisition of Rexam plc. The Commission’s complaint alleged that the proposed merger would

have reduced competition by eliminating direct competition in the United States between Ball

and Rexam, the first- and second-largest manufacturers of aluminum beverage cans in both the

United States and the world. The proposed merger would have substantially lessened

competition for standard 12-ounce aluminum cans in three regional U.S. markets, and

ON Semiconductor Corp. and Fairchild Semiconductor International, Inc., FTC Dkt. No. C-4593 (final order Oct.

5, 2016), available at https://www.ftc.gov/enforcement/cases-proceedings/161-0061/semiconductor-corporation.

American Air Liquide Holdings, Inc., FTC Dkt. No. C-4574 (final order July 18, 2016), available at

https://www.ftc.gov/enforcement/cases-proceedings/161-0045/american-air-liquide-holdings-inc-matter.

Ball Corporation and Rexam PLC, FTC Dkt. No. C-4581 (final order Aug. 16, 2016), available at

https://www.ftc.gov/enforcement/cases-proceedings/151-0088/ball-corporation-rexam-plc-matter.

substantially lessened competition for specialty aluminum cans nationwide. To remedy these

concerns and maintain competition, the Commission issued a consent order requiring Ball to sell

to Ardagh Group S.A. eight U.S. aluminum can plants and associated assets. Following a public

comment period, the Commission approved the final order on August 16, 2016.

In HeidelbergCement/Italcementi, 55 the Commission challenged HeidelbergCement AG’s

proposed $4.2 billion acquisition of Italcementi S.p.A. The Commission’s complaint alleged that

the proposed merger would have reduced competition for the sale of portland cement, an

essential ingredient in making concrete, in five metropolitan areas: Baltimore-Washington, DC;

Richmond, Virginia; Virginia Beach-Norfolk-Newport News, Virginia; Syracuse, New York;

and Indianapolis, Indiana. In each of these geographic markets, the Commission alleged that the

merger would have reduced the number of competitively significant suppliers from three to two.

To remedy these concerns and maintain competition, the Commission issued a consent order

requiring the parties to divest a cement plant and quarry in Martinsburg, West Virginia, and up to

eleven cement distribution terminals in Indiana, Maryland, New York, Ohio, Pennsylvania, and

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

August 16, 2016.

In Energy Transfer Equity/The Williams Companies, 56 the Commission challenged

Energy Transfer Equity, L.P.’s proposed $37.7 billion acquisition of The Williams Companies.

The Commission’s complaint alleged that the proposed merger would have reduced competition

in the market for “firm” (i.e., guaranteed) pipeline capacity to deliver natural gas to points within

the Florida peninsula. Absent a remedy, the acquisition would eliminate competition between

the parties, which historically enabled Florida customers to obtain lower transportation rates and

better terms of service. The Commission’s complaint also alleged that the proposed merger

likely would harm future competition from a new interstate pipeline, Sabal Trail Transmission

LLC. According to the complaint, Sabal Trail will rely on leased access to a segment of a

Williams-owned, large interstate pipeline, and the newly merged company would have an

incentive to deny Sabal Trail additional capacity expansions on Williams’ pipeline. To remedy

these concerns and maintain competition, the Commission issued a consent order requiring

Energy Transfer Equity to divest Williams’ ownership interest in Gulfstream Natural Gas System

L.L.C., an interstate natural gas pipeline serving peninsular (central and southern) Florida. The

consent order also would have maintained the premerger bargaining position of the new

interstate pipeline for future capacity expansions over the Williams pipeline segment. For

reasons unrelated to the Commission’s investigation or the proposed order, Energy Transfer

Equity subsequently terminated its merger agreement with Williams.

HeidelbergCement AG, a corporation, and Italcementi S.p.A., FTC Dkt. No. C-4579 (final order Aug. 16, 2016),

available at https://www.ftc.gov/enforcement/cases-proceedings/151-0200/heidelbergcement-ag-italcementi-spamatter.

Energy Transfer Equity, L.P., and The Williams Companies, Inc., FTC Dkt. No. C-4377 (closed Aug. 18, 2016),

available at https://www.ftc.gov/enforcement/cases-proceedings/151-0172/energy-transfer-equitythe-williamscompanies-matter.

ONGOING REASSESSMENT OF THE EFFECTS OF THE PREMERGER

NOTIFICATION PROGRAM

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

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

premerger notification program ensures that the antitrust agencies review virtually every

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

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

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

competitive effects. This practice forced the agencies to engage in lengthy post-acquisition

litigation, during the course of which the transaction’s anticompetitive effects continued to harm

consumers, and if effective post-acquisition relief was not practicable, the harm continued.

Because the premerger notification program requires reporting before consummation, the

agencies’ ability to obtain timely, effective relief to prevent anticompetitive effects has vastly

improved. Thus, the HSR Act is doing what 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.

The Commission and the Antitrust Division also regularly examine the premerger

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

transparency, and improve the review process to reduce the burden on the filing parties without

compromising the agencies’ ability to investigate and challenge proposed transactions that may

substantially lessen competition.

LIST OF APPENDICES

Appendix A: Summary of Transactions, Fiscal Years 2007 - 2016

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

Years 2007 - 2016

LIST OF EXHIBITS

Exhibit A:

Statistical Tables for Fiscal Year 2016 – Data Profiling Hart-Scott-Rodino

Notification Filings and Enforcement Interests

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 2007 – 2016

APPENDIX A

SUMMARY OF TRANSACTIONS BY FISCAL YEAR

2015

2016

2009

2010

Transactions Reported

2,201

1,726

716

1,166 1,450 1,429 1,326 1,663 1,801 1,832

Filings Received1

4,378

3,455 1,411 2,318 2,882 2,829 2,628 3,307 3,585 3,674

2,108

1,656

684

1,128 1,414 1,400 1,286 1,618 1,754 1,772

1.5%

1.3%

2.2%

1.8%

1.7%

1.4%

1.9%

1.1%

1.4%

1.5%

1.2%

2.3%

2.0%

2.2%

2.1%

1.7%

1.3%

1.5%

1.6%

1,840

1,385

575

953

1,157 1,094

990

1,274 1,366 1,374

Granted5

1,402

1,021

396

704

888

902

797

1,020 1,086 1,102

Not Granted5

438

364

179

249

269

192

193

254

Investigations in Which Second Requests

Were Issued

FTC3

Percent4

DOJ3

Percent4

Transactions Involving a Request For

Early Termination5

2012

2014

2008

Adjusted Transactions In Which A

Second Request Could Have Been

Issued2

2011

2013

2007

280

272

Note: The data for FY 2007 “Filings Received” reflects a correction 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 2007 - 2016

APPENDIX B

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

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

October

201

158

128

122

127

124

144

168

November

189

191

135

217

169

260

159

157

243

December

151

172

108

122

157

January

143

158

104

125

118

117

February

157

119

114

140

127

March

194

131

116

111

100

128

125

April

156

128

140

131

129

May

250

150

108

142

117

157

152

168

June

202

146

108

117

142

150

155

150

July

219

128

120

130

162

170

140

August

200

126

120

164

133

122

151

216

166

September

139

119

120

100

120

103

173

168

142

TOTAL

2,201

1,726

716

1,166

1,450

1,429

1,326

1,663

1,801

1,832

APPENDIX B

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

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

October

401

319

185

146

252

242

255

247

289

345

November

376

380

165

242

422

332

511

325

322

483

December

294

343

177

193

188

180

211

239

314

January

288

316

126

188

203

151

244

236

February

317

246

116

157

185

169

236

257

249

March

381

242

232

195

215

172

195

252

265

April

312

272

119

182

190

193

151

271

265

249

May

481

294

114

216

284

231

228

315

305

331

June

403

293

213

231

275

181

304

322

304

July

441

259

121

187

240

269

186

323

327

284

August

396

251

149

238

329

259

240

292

425

339

September

288

240

159

243

201

237

204

344

338

275

TOTAL

4,378

3,455

1,411

2,318

2,882

2,829

2,628

3,307

3,585

3,674

Note: The data for FY 2007 “Filings Received” reflects a correction 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 2016

DATA PROFILING HART-SCOTT-RODINO PREMERGER

NOTIFICATION FILINGS AND ENFORCEMENT INTERESTS

TABLE I

FISCAL YEAR 2016 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

0.1%

0.0%

50M - 100M 5

144

8.1%

5.6%

2.8%

8.3%

2.1%

1.4%

3.5%

100M - 150M 5

333

18.8%

6.9%

1.5%

8.4%

0.6%

0.0%

0.6%

150M - 200M 5

223

12.6%

5.8%

1.8%

7.6%

0.0%

0.4%

200M - 300M 5

211

11.9%

9.5%

1.4%

10.9%

0.9%

0.5%

1.4%

300M - 500M 5

249

14.1%

8.8%

2.8%

11.6%

0.4%

2.4%

2.8%

500M - 1000M5

371

20.9%

9.2%

3.5%

12.7%

1.1%

2.2%

3.2%

Over 1000M 5

240

13.5%

23.3%

10.8%

34.2%

5.4%

4.6%

10.0%

ALL TRANSACTIONS

1,772

100.0%

176

9.9%

3.5%

13.4%

1.4%

1.6%

3.0%

TABLE II

FISCAL YEAR 2016 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

0.1%

0.0%

LESS THAN 100M 5

145

8.2%

3.4%

1.7%

5.0%

5.6%

3.7%

9.3%

LESS THAN 150M 5

478

27.0%

13.0%

3.8%

16.8%

9.3%

3.7%

13.0%

LESS THAN 200M 5

701

39.6%

18.5%

5.5%

23.9%

9.3%

5.6%

14.8%

LESS THAN 300M 5

912

51.5%

26.9%

6.7%

33.6%

13.0%

7.4%

20.4%

LESS THAN 500M 5

1,161

65.5%

36.1%

9.7%

45.8%

14.8%

18.5%

33.3%

LESS THAN 1000M 5

1,528

86.2%

119

50.0%

15.1%

65.1%

22.2%

33.3%

55.6%

ALL TRANSACTIONS

1,772

100.0%

176

73.9%

26.1%

100.0%

46.3%

53.7%

100.0%

TABLE III

FISCAL YEAR 2016 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

5.6%

2.8%

8.3%

4.5%

6.5%

3.4%

1.7%

5.0%

100M - 150M 5

6.9%

1.5%

8.4%

13.1%

8.1%

9.7%

2.1%

11.8%

150M - 200M 5

5.8%

1.8%

7.6%

7.4%

6.5%

5.5%

1.7%

7.1%

200M - 300M 5

9.5%

1.4%

10.9%

11.4%

4.8%

8.4%

1.3%

9.7%

300M - 500M 5

8.8%

2.8%

11.6%

12.5%

11.3%

9.2%

2.9%

12.2%

500M - 1000M5

9.2%

3.5%

12.7%

19.3%

21.0%

14.3%

5.5%

19.7%

Over 1000M 5

23.3%

10.8%

34.2%

31.8%

41.9%

23.5%

10.9%

34.5%

ALL TRANSACTIONS

176

238

9.9%

3.5%

13.4%

100.0%

73.9%

26.1%

100.0%

TABLE IV

FISCAL YEAR 2016 1

TRANSACTIONS IN WHICH SECOND REQUESTS WERE ISSUED

TRANSACTION RANGE

($MILLIONS)

INVESTIGATIONS IN

WHICH A SECOND

REQUEST WAS

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

0.2%

0.1%

0.3%

2.1%

1.4%

3.5%

5.6%

3.7%

9.3%

100M - 150M 5

0.1%

0.0%

0.1%

0.6%

0.0%

0.6%

3.7%

0.0%

3.7%

150M - 200M 5

0.0%

0.1%

0.0%

0.4%

0.0%

1.9%

200M - 300M 5

0.1%

0.2%

0.9%

0.5%

1.4%

3.7%

1.9%

5.6%

300M - 500M 5

0.1%

0.3%

0.4%

2.4%

2.8%

1.9%

11.1%

13.0%

500M - 1000M5

0.2%

0.5%

0.7%

1.1%

2.2%

3.2%

7.4%

14.8%

22.2%

Over 1000M 5

0.7%

0.6%

1.4%

5.4%

4.6%

10.0%

24.1%

20.4%

44.4%

ALL TRANSACTIONS

1.4%

1.6%

3.0%

1.4%

1.6%

3.0%

46.3%

53.7%

100.0%

TABLE V

FISCAL YEAR 2016 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)

119

6.7%

0.8%

1.7%

0.0%

$100M (as adjusted)

162

9.1%

2.5%

1.2%

3.7%

0.0%

0.6%

$500M (as adjusted)

2.2%

5.1%

7.7%

12.8%

0.0%

5.1%

ASSETS ONLY

283

16.0%

10.6%

2.8%

13.4%

2.5%

3.5%

6.0%

25%

0.4%

14.3%

0.0%

14.3%

0.0%

50%

834

47.1%

11.6%

4.9%

16.5%

2.2%

1.9%

4.1%

N/A

328

18.5%

12.5%

2.1%

14.6%

0.0%

ALL TRANSACTIONS

1,772

100.0%

176

9.9%

3.5%

13.4%

1.4%

1.6%

3.0%

TABLE VI

FISCAL YEAR 2016 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

PERCENT OF

ASSET RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

213

12.0%

0.0%

1.4%

0.0%

0.5%

50M - 100M

1.4%

4.2%

0.0%

4.2%

0.0%

100M - 150M

2.0%

0.0%

150M - 200M

3.0%

1.9%

3.7%

0.0%

200M - 300M

4.4%

2.6%

1.3%

3.8%

1.3%

2.6%

300M - 500M

5.2%

15.1%

1.1%

16.1%

0.0%

1.1%

500M - 1000M

151

8.5%

2.6%

3.3%

6.0%

0.0%

1.3%

Over 1000M

1,123

63.4%

154

13.7%

4.5%

18.3%

2.1%

4.3%

ALL TRANSACTIONS

1,772

100.0%

176

9.9%

3.5%

13.4%

1.4%

1.6%

3.0%

TABLE VII

FISCAL YEAR 2016 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

168

9.5%

0.6%

0.0%

0.6%

0.0%

50M - 100M

2.9%

2.0%

3.9%

0.0%

2.0%

100M - 150M

2.4%

4.8%

0.0%

4.8%

0.0%

150M - 200M

1.9%

0.0%

2.9%

0.0%

2.9%

200M - 300M

4.0%

7.1%

1.4%

8.6%

1.4%

2.9%

300M - 500M

126

7.1%

7.9%

3.2%

11.1%

0.0%

0.8%

500M - 1000M

168

9.5%

7.1%

3.0%

10.1%

1.2%

2.4%

Over 1000M

943

53.2%

144

15.3%

5.1%

20.4%

2.3%

4.7%

Sales Not Available 7

170

9.6%

0.6%

1.2%

1.8%

0.0%

0.6%

ALL TRANSACTIONS

1,772

100.0%

176

9.9%

3.5%

13.4%

1.4%

1.6%

3.0%

TABLE VIII

FISCAL YEAR 2016 1

TRANSACTION BY ASSETS OF ACQUIRED ENTITIES8

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

ASSET RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

287

16.2%

5.6%

1.4%

7.0%

0.3%

0.7%

50M - 100M

201

11.3%

7.5%

1.5%

9.0%

1.5%

1.0%

2.5%

100M - 150M

163

9.2%

0.6%

9.8%

0.6%

0.0%

0.6%

150M - 200M

5.4%

11.6%

6.3%

17.9%

0.0%

1.1%

200M - 300M

113

6.4%

12.4%

4.4%

16.8%

0.9%

2.7%

3.5%

300M - 500M

140

7.9%

10.7%

2.1%

12.9%

1.4%

2.1%

3.6%

500M - 1000M

150

8.5%

12.7%

2.0%

14.7%

1.3%

2.0%

3.3%

Over 1000M

401

22.6%

11.5%

7.0%

18.5%

2.5%

3.7%

6.2%

Assets Not Available 8

222

12.5%

11.3%

4.1%

15.3%

2.3%

0.5%

2.7%

ALL TRANSACTIONS

1,772

100.0%

176

9.9%

3.5%

13.4%

1.4%

1.6%

3.0%

TABLE IX

FISCAL YEAR 2016 1

TRANSACTION BY SALES OF ACQUIRED ENTITIES 9

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

SALES RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

SALES RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

312

17.6%

5.1%

2.2%

7.4%

0.0%

1.0%

50M - 100M

256

14.4%

7.8%

2.7%

10.5%

1.6%

0.8%

2.3%

100M - 150M

155

8.7%

9.0%

3.9%

12.9%

1.9%

1.3%

3.2%

150M - 200M

106

6.0%

13.2%

2.8%

16.0%

0.9%

1.9%

2.8%

200M - 300M

135

7.6%

8.1%

1.5%

9.6%

0.7%

1.5%

300M - 500M

166

9.4%

12.7%

2.4%

15.1%

1.2%

2.4%

500M - 1000M

176

9.9%

13.1%

5.1%

18.2%

1.1%

2.3%

3.4%

Over 1000M

375

21.2%

12.5%

6.1%

18.7%

3.2%

6.4%

Sales not Available 10

5.1%

11.0%

1.1%

12.1%

0.0%

1.1%

ALL TRANSACTIONS

1,772

100.0%

176

9.9%

3.5%

13.4%

1.4%

1.6%

3.0%

TABLE X

FISCAL YEAR 2016 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

% POINTS

PERCENT

CHANGE

NUMBER 4

OF TOTAL

FROM FY

2015 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

000 13

Not Available

193

10.9%

3.0%

112 13

Animal Production

0.3%

0.2%

113 13

Forestry and and Logging

0.3%

0.2%

115 13

Support Activities for Agriculture and Forestry

0.1%

211 13

Oil and Gas Extraction

0.9%

-0.1%

212 13

Mining (except Oil and Gas)

0.4%

0.0%

213 13

Support Activities for Mining

0.3%

-0.4%

221 13

Utilities

2.4%

0.3%

236 13

Construction of Buildings

0.2%

237 13

Heavy and Civil Engineering Construction

0.6%

0.0%

238 13

Specialty Trade Contractors

0.6%

0.4%

311 13

Food and Kindred Products

2.0%

-0.5%

312 13

Beverage and Tobacco Product Manufacturing

0.8%

0.2%

313 13

Textile Mills

0.1%

314 13

Textile Products

0.1%

-0.1%

315 13

Apparel Manufacturing

0.1%

-0.1%

321 13

Wood Product Manufacturing

0.3%

-0.3%

322 13

Paper Manufacturing

0.6%

-0.1%

323 13

Printing and Related Support Actitivies

0.2%

-0.3%

324 13

Petroleum and Coal Products Manufacturing

1.2%

0.0%

325 13

Chemical Manufacturing

129

7.3%

-1.0%

TABLE X

FISCAL YEAR 2016 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

2015 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

326 13

Plastics and Rubber Manfuacturing

1.4%

0.5%

327 13

Nonmetallic Mineral Product Manufacturing

0.7%

0.5%

331 13

Primary Metal Manufacturing

0.6%

-0.1%

332 13

Fabricated Metal Product Manufacturing

1.1%

0.0%

333 13

Machinery Manufacturing

2.0%

0.2%

334 13

Computer and Electronic Product Manufacturing

2.5%

-0.7%

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

0.6%

0.0%

2.3%

0.1%

337 13

Furniture and Related Product Manufacturing

0.2%

339 13

Miscellaneous Manufacturing

1.4%

-0.4%

423 13

Merchant Wholesalers, Durable Goods

5.0%

1.4%

424 13

Merchant Wholesales, Nondurable Goods

4.4%

-1.0%

425 13

Wholesale Electric Markets and Agent and Brokers

0.2%

-0.1%

441 13

Motor Vehicle and Parts Dealers

0.8%

0.1%

442 13

Furniture and Home Furnishing Stores

0.2%

443 13

Miscellaneous Repair Services

0.1%

0.0%

444 13

Electronics and Appliance Stores

0.1%

0.0%

445 13

Food and Beverage Stores

0.2%

-0.1%

446 13

Health and Personal Care Stores

0.3%

-0.1%

447 13

Gasoline Stations

0.4%

0.1%

448 13

Clothing and Clothing Accessories Stores

0.2%

0.0%

336 13

TABLE X

FISCAL YEAR 2016 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

2015 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

451 13

Sporting Goods, Hobby, Book, and Music Stores

0.2%

0.1%

452 13

General Merchandise Stores

0.2%

0.0%

453 13

Miscellaneous Store Retailers

0.1%

0.0%

454 13

Nonstore Retailers

0.3%

-0.3%

481 13

Air Transportation

0.1%

0.0%

483 13

Water Transportation

0.2%

0.0%

484 13

Truck Transportation

0.4%

0.2%

485 13

Transit and Ground Transportation

0.1%

0.0%

486 13

Pipeline Transportation

0.5%

0.3%

488 13

Support Actitivies for Transportation

0.5%

-0.1%

492 13

Couriers

0.1%

0.0%

493 13

Warehousing and Storage

0.1%

-0.1%

511 13

Publishing Industries (except Internet)

2.7%

0.9%

512 13

Motion Pictures and Sound Recording Industries

0.7%

0.2%

515 13

Broadcasting (except Internet)

0.6%

-0.4%

517 13

Telecommunications

2.0%

-0.2%

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

0.9%

-0.4%

0.7%

-0.4%

522 13

Credit Intermediation and Related Activities

1.6%

-0.1%

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

173

9.8%

-1.6%

3.0%

-1.4%

519 13

524 13

TABLE X

FISCAL YEAR 2016 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

2015 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

525 13

Funds, Trusts, and Other Financial Vehicles

3.8%

1.2%

531 13

Real Estate

0.5%

-0.2%

532 13

Rental and Leasing Services

0.7%

-0.1%

533 13

Lessors of Nonfinancial Intangible Assets (except

Copyrighted Works)

Professional, Scientific, and Technical Services

0.7%

0.2%

541 13

104

5.9%

-0.2%

551 13

Management Companies and Enterprises

0.1%

0.0%

561 13

Administrative and Support Services

2.8%

0.6%

562 13

Waste Management and Remediation Services

0.2%

-0.3%

611 13

Educational Services

0.3%

-0.2%

621 13

Ambulatory Health Care Services

1.3%

0.0%

622 13

Hospitals

2.0%

-0.4%

623 13

Nursing Care Facilities

0.2%

0.1%

624 13

Social Assistance

0.1%

0.0%

711 13

Performing Arts, Spector Sports, and Related Industries

0.1%

-0.1%

713 13

Amusement, Gambling, and Recreation Industries

0.1%

-0.2%

721 13

Accommodation

0.7%

0.6%

722 13

Food Services and Drinking Places

0.8%

0.1%

811 13

Repairs and Maintenance

0.2%

-0.2%

812 13

Personal and Laundry Services

0.3%

0.0%

813 13

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

0.1%

-0.1%

TABLE X

FISCAL YEAR 2016 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

PERCENT

NUMBER 4

OF TOTAL

1,772

100.0%

% POINTS

CHANGE

FROM FY

2015 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

176

238

TABLE XI

FISCAL YEAR 2016

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2015 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

4.7%

-1.1%

113 1

Forestry and and Logging

0.1%

115 1

Support Activities for Agriculture and Forestry

0.1%

0.0%

211 1

Oil and Gas Extraction

1.7%

0.2%

212 1

Mining (except Oil and Gas)

0.5%

-0.2%

213 1

Support Activities for Mining

0.6%

-0.3%

221 1

Utilities

3.0%

0.6%

236 1

Construction of Buildings

0.3%

0.2%

237 1

Heavy and Civil Engineering Construction

0.7%

0.6%

238 1

Specialty Trade Contractors

0.7%

0.3%

311 1

Food and Kindred Products

2.2%

-0.9%

312 1

Beverage and Tobacco Product Manufacturing

1.2%

0.5%

314 1

Textile Products

0.1%

0.0%

315 1

Apparel Manufacturing

0.1%

321 1

Wood Product Manufacturing

0.1%

-0.6%

322 1

Paper Manufacturing

0.6%

-0.4%

323 1

Printing and Related Support Actitivies

0.4%

0.2%

324 1

Petroleum and Coal Products Manufacturing

0.3%

0.1%

325 1

Chemical Manufacturing

100

5.6%

-0.9%

326 1

Plastics and Rubber Manfuacturing

1.3%

-0.5%

327 1

Nonmetallic Mineral Product Manufacturing

0.7%

0.2%

TABLE XI

FISCAL YEAR 2016

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2015 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

331 1

Primary Metal Manufacturing

0.7%

0.1%

332 1

Fabricated Metal Product Manufacturing

1.3%

0.3%

333 1

Machinery Manufacturing

2.2%

0.0%

334 1

Computer and Electronic Product Manufacturing

3.7%

1.2%

335 1

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

1.0%

-0.1%

1.9%

-0.8%

337 1

Furniture and Related Product Manufacturing

0.1%

-0.1%

339 1

Miscellaneous Manufacturing

1.9%

0.2%

423 1

Merchant Wholesalers, Durable Goods

4.7%

-0.3%

424 1

Merchant Wholesales, Nondurable Goods

114

6.4%

1.4%

425 1

Wholesale Electric Markets and Agent and Brokers

0.5%

0.1%

441 1

Motor Vehicle and Parts Dealers

0.8%

0.0%

442 1

Furniture and Home Furnishing Stores

0.3%

-0.3%

443 1

Miscellaneous Repair Services

0.1%

-0.2%

445 1

Food and Beverage Stores

0.4%

0.0%

446 1

Health and Personal Care Stores

0.4%

-0.2%

447 1

Gasoline Stations

0.4%

0.1%

448 1

Clothing and Clothing Accessories Stores

0.5%

-0.1%

451 1

Sporting Goods, Hobby, Book, and Music Stores

0.1%

-0.1%

452 1

General Merchandise Stores

0.1%

-0.3%

453 1

Miscellaneous Store Retailers

0.5%

0.3%

336 1

TABLE XI

FISCAL YEAR 2016

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2015 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

454 1

Nonstore Retailers

1.2%

0.0%

481 1

Air Transportation

0.3%

0.2%

482 1

Railroad Transportation

0.1%

483 1

Water Transportation

0.2%

-0.1%

484 1

Truck Transportation

0.3%

-0.1%

486 1

Pipeline Transportation

1.4%

0.4%

488 1

Support Actitivies for Transportation

1.1%

0.2%

492 1

Couriers

0.3%

493 1

Warehousing and Storage

0.3%

0.1%

511 1

Publishing Industries (except Internet)

4.7%

0.8%

512 1

Motion Pictures and Sound Recording Industries

0.5%

-0.3%

515 1

Broadcasting (except Internet)

0.3%

-0.5%

517 1

Telecommunications

1.5%

-0.2%

518 1

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

3.4%

0.2%

1.8%

-0.4%

522 1

Credit Intermediation and Related Activities

2.5%

1.0%

523 1

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

2.6%

1.2%

2.5%

-1.2%

525 1

Funds, Trusts, and Other Financial Vehicles

0.2%

0.1%

531 1

Real Estate

0.6%

0.2%

532 1

Rental and Leasing Services

0.7%

0.1%

519 1

524 1

TABLE XI

FISCAL YEAR 2016

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

533 1

541 1

INDUSTRY DESCRIPTION

Lessors of Nonfinancial Intangible Assets (except Copyrighted

Works)

Professional, Scientific, and Technical Services

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2015 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

0.6%

-0.1%

155

8.7%

0.0%

551 1

Management Companies and Enterprises

0.1%

561 1

Administrative and Support Services

2.4%

-0.5%

562 1

Waste Management and Remediation Services

0.5%

0.0%

611 1

Educational Services

0.3%

-0.2%

621 1

Ambulatory Health Care Services

2.5%

-0.2%

622 1

Hospitals

1.8%

-0.4%

623 1

Nursing Care Facilities

0.1%

-0.2%

624 1

Social Assistance

0.1%

-0.1%

711 1

Performing Arts, Spector Sports, and Related Industries

0.3%

-0.4%

713 1

Amusement, Gambling, and Recreation Industries

0.7%

0.4%

721 1

Accommodation

0.5%

0.0%

722 1

Food Services and Drinking Places

0.8%

0.2%

811 1

Repairs and Maintenance

0.5%

0.4%

812 1

Personal and Laundry Services

0.4%

0.1%

813 1

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

0.1%

1,772

100.0%

176

238

456

1 Fiscal year 2016 figures include transactions reported between October 1, 2015 and September 30, 2016.

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 2016, 1832 transactions were reported under the HSR Premerger Notification program. The smaller number, 1772, 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 2016 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 persons 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 2015 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.