Cerberus Institutional Partners V, L.P., AB Acquisition LLC, and Safeway Inc.; Analysis of Proposed Consent Order To Aid Public Comment

FEDERAL TRADE COMMISSION

[File No. 141 0108]

Cerberus Institutional Partners V, L.P., AB Acquisition LLC, and Safeway Inc.; Analysis of Proposed Consent Order To Aid Public Comment

AGENCY:

Federal Trade Commission.

ACTION:

Proposed Consent Agreement.

SUMMARY:

The consent agreement in this matter settles alleged violations of federal law prohibiting unfair methods of competition. The attached Analysis to Aid Public Comment describes both the allegations in the draft complaint and the terms of the consent order—embodied in the consent agreement—that would settle these allegations.

DATES:

Comments must be received on or before February 26, 2015.

ADDRESSES:

Interested parties may file a comment at

https://ftcpublic.commentworks.com/ftc/albertsonssafewayconsent

online or on paper, by following the instructions in the Request for Comment part of the

SUPPLEMENTARY INFORMATION

section below. Write “Albertson's and Safeway Inc.,—Consent Agreement; File No. 141 0108” on your comment and file your comment online at

https://ftcpublic.commentworks.com/ftc/albertsonssafewayconsent

by following the instructions on the web-based form. If you prefer to file your comment on paper, write “Albertson's and Safeway Inc.,—Consent Agreement; File No. 141 0108” on your comment and on the envelope, and mail your comment to the following address: Federal Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW., Suite CC-5610 (Annex D), Washington, DC 20580, or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Constitution Center, 400 7th Street SW., 5th Floor, Suite 5610 (Annex D), Washington, DC 20024.

FOR FURTHER INFORMATION CONTACT:

Alexis Gilman, Bureau of Competition, (202-326-2579) or Dan Ducore, Bureau of Competition, (202-326-2526), 600 Pennsylvania Avenue NW., Washington, DC 20580.

SUPPLEMENTARY INFORMATION:

Pursuant to Section 6(f) of the Federal Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34, notice is hereby given that the above-captioned consent agreement containing consent order to cease and desist, having been filed with and accepted, subject to final approval, by the Commission, has been placed on the public record for a period of thirty (30) days. The following Analysis to Aid Public Comment describes the terms of the consent agreement, and the allegations in the complaint. An electronic copy of the full text of the consent agreement package can be obtained from the FTC Home Page (for January 27, 2015), on the World Wide Web, at

http://www.ftc.gov/os/actions.shtm.

You can file a comment online or on paper. For the Commission to consider your comment, we must receive it on or before February 26, 2015. Write “Albertson's and Safeway Inc.,—Consent Agreement; File No. 141 0108” on your comment. Your comment—including your name and your state—will be placed on the public record of this proceeding, including, to the extent practicable, on the public Commission Web site, at

http://www.ftc.gov/os/publiccomments.shtm.

As a matter of discretion, the Commission tries to remove individuals' home contact information from comments before placing them on the Commission Web site.

Because your comment will be made public, you are solely responsible for making sure that your comment does not include any sensitive personal information, like anyone's Social Security number, date of birth, driver's license number or other state identification number or foreign country equivalent, passport number, financial account number, or credit or debit card number. You are also solely responsible for making sure that your comment does not include any sensitive health information, like medical records or other individually identifiable health information. In addition, do not include any “[t]rade secret or any commercial or financial information which . . . is privileged or confidential,” as discussed in Section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2). In particular, do not include competitively sensitive information such as costs, sales statistics, inventories, formulas, patterns, devices, manufacturing processes, or customer names.

If you want the Commission to give your comment confidential treatment, you must file it in paper form, with a request for confidential treatment, and you have to follow the procedure explained in FTC Rule 4.9(c), 16 CFR 4.9(c).

1

Your comment will be kept confidential only if the FTC General Counsel, in his or her sole discretion, grants your request in accordance with the law and the public interest.

1

In particular, the written request for confidential treatment that accompanies the comment must include the factual and legal basis for the request, and must identify the specific portions of the comment to be withheld from the public record.

See

FTC Rule 4.9(c), 16 CFR 4.9(c).

Postal mail addressed to the Commission is subject to delay due to heightened security screening. As a result, we encourage you to submit your comments online. To make sure that the Commission considers your online comment, you must file it at

https://ftcpublic.commentworks.com/ftc/albertsonssafewayconsent

by following the instructions on the web-based form. If this Notice appears at

http://www.regulations.gov/#!home,

you also may file a comment through that Web site.

If you file your comment on paper, write “Albertson's and Safeway Inc.,—Consent Agreement; File No. 141 0108” on your comment and on the envelope, and mail your comment to the following address: Federal Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW., Suite CC-5610 (Annex D), Washington, DC 20580, or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Constitution Center, 400 7th Street SW., 5th Floor, Suite 5610 (Annex D), Washington, DC 20024. If possible, submit your paper comment to the Commission by courier or overnight service.

Visit the Commission Web site at

http://www.ftc.gov

to read this Notice and the news release describing it. The

FTC Act and other laws that the Commission administers permit the collection of public comments to consider and use in this proceeding as appropriate. The Commission will consider all timely and responsive public comments that it receives on or before February 26, 2015. You can find more information, including routine uses permitted by the Privacy Act, in the Commission's privacy policy, at

http://www.ftc.gov/ftc/privacy.htm.

Analysis of Agreement Containing Consent Order To Aid Public Comment

I. Introduction and Background

The Federal Trade Commission (“Commission”) has accepted for public comment, subject to final approval, an Agreement Containing Consent Order (“Consent Order”) from Cerberus Institutional Partners V, L.P. (“Cerberus”), its wholly owned subsidiary, AB Acquisition, LLC (“Albertson's”), and Safeway Inc. (“Safeway”) (collectively, the “Respondents”). On March 6, 2014, Albertson's and Safeway entered into a merger agreement whereby Albertson's agreed to purchase 100% of the equity of Safeway for approximately $9.2 billion (the “Acquisition”). The purpose of the proposed Consent Order is to remedy the anticompetitive effects that otherwise would result from the Acquisition. Under the terms of the proposed Consent Order, Respondents are required to divest 168 stores and related assets in 130 local supermarket geographic markets (collectively, the “relevant markets”) in eight states to four Commission-approved buyers. The divestitures must be completed within a time-period ranging from 60 to 150 days following the date of the Acquisition. Finally, the Commission and Respondents have agreed to an Order to Maintain Assets that requires Respondents to operate and maintain each divestiture store in the normal course of business, through the date the store is ultimately divested to a buyer.

The proposed Consent Order has been placed on the public record for 30 days to solicit comments from interested persons. Comments received during this period will become part of the public record. After 30 days, the Commission again will review the proposed Consent Order and any comments received, and decide whether it should withdraw the Consent Order, modify the Consent Order, or make it final.

The Commission's Complaint alleges that the Acquisition, if consummated, would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. 45, by removing an actual, direct, and substantial supermarket competitor in the 130 local supermarket geographic markets. The elimination of this competition would result in significant competitive harm; specifically the Acquisition will allow the combined entity to increase prices above competitive levels, unilaterally or by coordinating with remaining market participants. Similarly, absent a remedy, there is significant risk that the merged firm may decrease quality and service aspects of their stores below competitive levels. The proposed Consent Order would remedy the alleged violations by requiring divestitures to replace competition that otherwise would be lost in the relevant markets because of the Acquisition.

The Respondents

AB Acquisition, LLC, owned by New York-based private equity firm Cerberus Capital Management, L.P., is the parent company of Albertson's LLC and New Albertson's, Inc. (together “Albertson's”). As of March 19, 2014, Albertson's LLC operated 630 supermarkets, primarily under its Albertson's banner. Presently, Albertson's stores are located in Arkansas, Arizona, California, Colorado, Florida, Idaho, Louisiana, Montana, Nevada, New Mexico, North Dakota, Oregon, Texas, Utah, Washington, and Wyoming. Albertson's LLC also operates supermarkets in Texas under the Market Street, Amigos, and United Supermarkets banners. United Supermarkets is a traditional grocery store, while Market Street offers specialty and “whole-health” products, and Amigos has an international and Hispanic format. As of March 19, 2014, New Albertson's, Inc., owned and operated 445 supermarkets under the Jewel-Osco, ACME, Shaw's, and Star Market banners, dispersed throughout Iowa, Illinois, Indiana, Delaware, Maryland, Pennsylvania, New Jersey, Massachusetts, Maine, New Hampshire, Rhode Island, and Vermont.

As of December 2013, Safeway owned 1,332 supermarkets, making it one of the largest food and drug retailers in the United States. Stores are operated under the Safeway banner in Alaska, Arizona, California, Colorado, District of Columbia, Delaware, Hawaii, Idaho, Maryland, Montana, Nebraska, Nevada, New Mexico, Oregon, South Dakota, Virginia, Washington, and Wyoming. Safeway also operates stores under the following banners: Pavilions, Pak 'n Save, and The Market in California; Randall's and Tom Thumb in Texas; Genuardi's in Pennsylvania; Vons in California and Nevada; and Carr's in Alaska.

Retail Sale of Food and Other Grocery Products In Supermarkets

The Acquisition presents substantial antitrust concerns for the retail sale of food and other grocery products in supermarkets. Supermarkets are defined as traditional full-line retail grocery stores that sell, on a large-scale basis, food and non-food products that customers regularly consume at home—including, but not limited to, fresh meat, dairy products, frozen foods, beverages, bakery goods, dry groceries, detergents, and health and beauty products. This broad set of products and services provides a “one-stop shopping” experience for consumers by enabling them to shop in a single store for all of their food and grocery needs. The ability to offer consumers one-stop shopping is a critical differentiating factor between supermarkets and other food retailers.

The relevant product market includes supermarkets within “hypermarkets,” such as Wal-Mart Supercenters. Hypermarkets also sell an array of products that would not be found in traditional supermarkets. However, hypermarkets, like conventional supermarkets, contain bakeries, delis, dairy, produce, fresh meat, and sufficient product offerings to enable customers to purchase all of their weekly grocery requirements in a single shopping visit.

Other types of retailers—such as hard discounters, limited assortment stores, natural and organic markets, ethnic specialty stores, and club stores—also sell food and grocery items. These types of retailers, however, are not in the relevant product market because they offer a more limited range of products and services than supermarkets and because they appeal to a distinct customer type. Shoppers typically do not view these other food and grocery retailers as adequate substitutes for supermarkets.

2

Further, although these other types of retailers offer some competition, supermarkets do not view them as providing as significant or close competition as traditional supermarkets. Thus, consistent with prior Commission precedent, these other types of retailers are excluded from the relevant product market.

3

2

Supermarket shoppers would be unlikely to switch to one of these other types of retailers in response to a small but significant increase in price or “SSNIP” by a hypothetical supermarket monopolist.

See

U.S. DOJ and FTC Horizontal Merger Guidelines § 4.1.1 (2010).

3

See, e.g.,

Bi-Lo Holdings, LLC/Delhaize America, LLC, Docket C-4440 (February 25, 2014); AB Acquisition, LLC, Docket C-4424 (December 23,

2013); Konkinlijke Ahold N.V./Safeway Inc., Docket C-4367 (August 17, 2012); Shaw's/Star Markets, Docket C-3934 (June 28, 1999); Kroger/Fred Meyer, Docket C-3917 (January 10, 2000); Albertson's/American Stores, Docket C-3986 (June 22, 1999); Ahold/Giant, Docket C-3861 (April 5, 1999); Albertson's/Buttrey, Docket C-3838 (December 8, 1998); Jitney-Jungle Stores of America, Inc., Docket C-3784 (January 30, 1998).

But see

Wal-Mart/Supermercados Amigo, Docket C-4066 (November 21, 2002) (the Commission's complaint alleged that in Puerto Rico, club stores should be included in a product market that included supermarkets because club stores in Puerto Rico enabled consumers to purchase substantially all of their weekly food and grocery requirements in a single shopping visit).

The relevant geographic markets in which to analyze the effects of the Acquisition are areas that range from a two- to ten-mile radius around each of the Respondents' supermarkets, depending on factors such as population density, traffic patterns, and unique characteristics of each market. Where the Respondents' supermarkets are located in rural, isolated areas, the relevant geographic areas are larger than areas where the Respondents' supermarkets are located in more densely populated suburban areas. A hypothetical monopolist of the retail sale of food and grocery products in supermarkets in each relevant area could profitably impose a small but significant non-transitory increase in price.

The 130 geographic markets in which to analyze the effects of the Acquisition are local areas in and around: (1) Anthem, Arizona; (2) Carefree, Arizona; (3) Flagstaff, Arizona; (4) Lake Havasu, Arizona; (5) Prescott, Arizona; (6) Prescott Valley, Arizona; (7) Scottsdale, Arizona; (8) Tucson (Eastern), Arizona; (9) Tucson (Southwest), Arizona; (10) Alpine, California; (11) Arroyo Grande/Grover Beach, California; (12) Atascadero, California; (13) Bakersfield, California; (14) Burbank, California; (15) Calabasas, California; (16) Camarillo, California; (17) Carlsbad (North), California; (18) Carlsbad (South), California; (19) Carpinteria, California; (20) Cheviot Hills/Culver City, California; (21) Chino Hills, California; (22) Coronado, California; (23) Diamond Bar, California; (24) El Cajon, California; (25) Hermosa Beach, California; (26) Imperial Beach, California; (27) La Jolla, California; (28) La Mesa, California; (29) Ladera Ranch, California; (30) Laguna Beach, California; (31) Laguna Niguel, California; (32) Lakewood, California; (33) Lemon Grove, California; (34) Lomita, California; (35) Lompoc, California; (36) Mira Mesa (North), California; (37) Mira Mesa (South), California; (38) Mission Viejo/Laguna Hills, California; (39) Mission Viejo (North), California; (40) Morro Bay, California; (41) National City, California; (42) Newbury, California; (43) Newport, California; (44) Oxnard, California; (45) Palm Desert/Rancho Mirage, California; (46) Palmdale, California; (47) Paso Robles, California; (48) Poway, California; (49) Rancho Cucamonga/Upland, California; (50) Rancho Santa Margarita, California; (51) San Diego (Clairemont), California; (52) San Diego (Hillcrest/University Heights), California; (53) San Diego (Tierrasanta), California; (54) San Luis Obispo, California; (55) San Marcos, California; (56) San Pedro, California; (57) Santa Barbara, California; (58) Santa Barbara/Goleta, California; (59) Santa Clarita, California; (60) Santa Monica, California; (61) Santee, California; (62) Simi Valley, California; (63) Solana Beach, California; (64) Thousand Oaks, California; (65) Tujunga, California; (66) Tustin (Central), California; (67) Tustin/Irvine, California; (68) Ventura, California; (69) Westlake Village, California; (70) Yorba Linda, California; (71) Butte, Montana; (72) Deer Lodge, Montana; (73) Missoula, Montana; (74) Boulder City, Nevada; (75) Henderson, (East), Nevada; (76) Henderson (Southwest), Nevada; (77) Summerlin, Nevada; (78) Ashland, Oregon; (79) Baker County, Oregon; (80) Bend, Oregon; (81) Eugene, Oregon; (82) Grants Pass, Oregon; (83) Happy Valley/Clackamas, Oregon; (84) Keizer, Oregon; (85) Klamath Falls, Oregon; (86) Lake Oswego, Oregon; (87) Milwaukie, Oregon; (88) Sherwood, Oregon; (89) Springfield, Oregon; (90) Tigard, Oregon; (91) West Linn, Oregon; (92) Colleyville, Texas; (93) Dallas (Far North), Texas; (94) Dallas (Farmers/Branch/North Dallas), Texas; (95) Dallas (University Park/Highland Park), Texas; (96) Dallas (University Park/Northeast), Texas; (97) McKinney, Texas; (98) Plano, Texas; (99) Roanoke, Texas; (100) Rowlett, Texas; (101) Bremerton, Washington; (102) Burien, Washington; (103) Everett, Washington; (104) Federal Way, Washington; (105) Gig Harbor, Washington; (106) Lake Forest Park, Washington; (107) Lake Stevens, Washington; (108) Lakewood, Washington; (109) Liberty Lake, Washington; (110) Milton, Washington; (111) Monroe, Washington; (112) Oak Harbor, Washington; (113) Olympia (East), Washington; (114) Port Angeles, Washington; (115) Port Orchard, Washington; (116) Puyallup, Washington; (117) Renton (East Hill-Meridian), Washington; (118) Renton (New Castle), Washington; (119) Sammamish, Washington; (120) Shoreline, Washington; (121) Silverdale, Washington; (122) Snohomish, Washington; (123) Tacoma (Eastside), Washington; (124) Tacoma (Spanaway), Washington; (125) Walla Walla, Washington; (126) Wenatchee, Washington; (127) Woodinville, Washington; (128) Casper, Wyoming; (129) Laramie, Wyoming; and (130) Sheridan, Wyoming.

Each of the relevant geographic markets is highly concentrated and the Acquisition would significantly increase market concentration and eliminate substantial direct competition between two significant supermarket operators. The post-Acquisition HHI levels in the relevant markets vary from 2,562 to 10,000 points, and the HHI deltas vary from 225 to 5,000 points. Under the 2010 Department of Justice and Federal Trade Commission Horizontal Merger Guidelines (“Merger Guidelines”), an acquisition that results in an HHI in excess of 2,500 points and increases the HHI by more than 200 points is presumed anticompetitive. Thus, the presumptions of illegality and anticompetitive effects are easily met, and often far exceeded, in the relevant geographic markets at issue.

The relevant markets are also highly concentrated in terms of the number of remaining market participants post-Acquisition. Of the 130 geographic markets, the acquisition will result in a merger-to-monopoly in 13 markets and a merger-to-duopoly in 42 markets. In the remaining markets, the Acquisition will reduce the number of market participants from four to three in 43 markets, five to four in 27 markets, and six to five in five markets.

4

4

See

Exhibit A.

The anticompetitive implications of such significant increases in market concentration are reinforced by substantial evidence demonstrating that Albertson's and Safeway are close and vigorous competitors in terms of price, format, service, product offerings, promotional activity, and location in each of the relevant geographic markets. Absent relief, the Acquisition would eliminate significant head-to-head competition between Albertson's and Safeway and would increase the ability and incentive of Albertson's to raise prices unilaterally post-Acquisition. The Acquisition would also decrease incentives to compete on non-price factors, such as service levels, convenience, and quality. Lastly, the high levels of concentration also increase the likelihood of competitive harm through coordinated interaction in markets in which Albertson's will face only one other traditional supermarket competitor post-Acquisition. Given the transparency of pricing and promotional

practices among supermarkets and that supermarkets “price check” competitors in the ordinary course of business, the Acquisition increases the possibility that Albertson's and its remaining competitor could simply follow each other's price increases post-Acquisition.

New entry or expansion in the relevant markets is unlikely to deter or counteract the anticompetitive effects of the Acquisition. Moreover, even if a prospective entrant existed, the entrant must secure a viable location, obtain the necessary permits and governmental approvals, build its retail establishment or renovate an existing building, and open to customers before it could begin operating and serve as a relevant competitive constraint. As a result, new entry sufficient to achieve a significant market impact and act as a competitive constraint is unlikely to occur in a timely manner.

The Proposed Consent Order

The proposed remedy, which requires the divestiture of Albertson's or Safeway supermarkets in the relevant markets to four Commission-approved up-front buyers (the “proposed buyers”) will restore fully the competition that otherwise would be eliminated in these markets as a result of the Acquisition. Specifically, Respondents have agreed to divest:

• 146 stores and related assets in Arizona, California, Nevada, Oregon, and Washington to Haggen, Inc. (“Haggen”);

• Two stores in Washington to Supervalu, Inc. (“Supervalu”);

• 12 stores and related assets in Texas to Associated Wholesale Grocers (“AWG”); and

• Eight stores and related assets in Montana and Wyoming to Associated Food Stores (“Associated”).

The proposed buyers appear to be highly suitable purchasers and are well positioned to enter the relevant geographic markets and prevent the increase in market concentration and likely competitive harm that otherwise would have resulted from the Acquisition. The supermarkets currently owned by any of the proposed buyers are all located outside the relevant geographic markets in which they are purchasing divested stores.

Haggen is a regional supermarket chain with 18 supermarkets in Washington and Oregon. Haggen will purchase all but two of the divested stores in Washington, because Haggen already operates stores in those two geographic markets. Supervalu will purchase the two stores in Washington that Haggen is not purchasing. Supervalu is a wholesale distributor that also operates 190 corporate-owned supermarkets and previously owned these two Washington stores. AWG is a member-owned cooperative grocery wholesaler supplying nearly 3,000 supermarkets in 33 states. Although AWG does not currently own or operate any supermarkets, AWG has owned and operated corporate-owned supermarkets in the past. Finally, Associated is a member-owned cooperative grocery wholesaler that supplies and operates retail supermarkets. Associated's members operate approximately 424 grocery stores in ten states, and the cooperative, through a subsidiary, owns and operates 43 corporate-owned supermarkets located in Utah and Nevada. It is expected that AWG will assign its operating rights in the 12 Texas stores it is acquiring to RLS Supermarkets, LLC (d/b/a Minyard Food Stores) and that Associated will assign its rights in the eight Montana and Wyoming stores it is acquiring to Missoula Fresh Market LLC, Ridley's Family Markets, Inc., and Stokes Inc.

The Proposed Consent Order requires Respondents to divest: (a) The Arizona, California, Nevada, Oregon, and Washington assets to Haggen within 150 days from the date of the Acquisition; (b) the two stores in Washington to Supervalu within 100 days of the date of the Acquisition; (c) the Texas assets to AWG within 60 days of the date of the Acquisition; and (d) the Montana and Wyoming assets to Associated within 60 days of the date of the Acquisition. If, at the time before the Proposed Consent Order is made final, the Commission determines that any of the proposed buyers are not acceptable buyers, Respondents must immediately rescind the divestiture(s) and divest the assets to a different buyer that receives the Commission's prior approval.

The proposed Consent Order contains additional provisions designed to ensure the adequacy of the proposed relief. For example, Respondents have agreed to an Order to Maintain Assets that will be issued at the time the Proposed Consent Order is accepted for public comment. The Order to Maintain Assets requires Albertson's and Safeway to operate and maintain each divestiture store in the normal course of business, through the date the store is ultimately divested to a buyer. Since the divestiture schedule runs for an extended period of time (potentially up to 150 days following the Acquisition date), the Proposed Consent Order appoints Richard King as a Monitor to oversee the Respondents' compliance with the requirements of the Proposed Consent Order and Order to Maintain Assets. Mr. King has the experience and skill-set to be an effective Monitor, no identifiable conflicts, and sufficient time to dedicate to this matter through its conclusion. Lastly, for a period of ten years, Albertson's is required to give the Commission prior notice of plans to acquire any interest in a supermarket that has operated or is operating in the counties included in the relevant markets.

* * *

The sole purpose of this Analysis is to facilitate public comment on the proposed Consent Order. This Analysis does not constitute an official interpretation of the proposed Consent Order, nor does it modify its terms in any way.

Exhibit A

Area number

City

State

Merger

result

HHI

(pre)

HHI

(post)

Delta

Divested store(s)

1

Anthem

AZ

4 to 3

2768

3423

655

SFY 1726.

2

Carefree

AZ

5 to 4

2298

2976

678

ALB 979.

3

Flagstaff

AZ

5 to 4

2744

3365

621

ALB 967.

4

Lake Havasu

AZ

4 to 3

2609

3401

792

ALB 1027.

5

Prescott

AZ

4 to 3

2675

3405

730

ALB 953.

6

Prescott Valley

AZ

4 to 3

2828

3340

512

ALB 965.

7

Scottsdale

AZ

3 to 2

3797

5001

1204

ALB 983.

8

Tucson (Eastern)

AZ

4 to 3

3341

4130

789

SFY 234 & 2611.

9

Tucson (Southwest)

AZ

5 to 4

2018

2909

891

ALB 972.

10

Alpine

CA

3 to 2

3857

5002

1145

SFY 2333.

11

Arroyo Grande/Grover Beach

CA

3 to 2

3690

6864

3174

ALB 6304.

12

Atascadero

CA

3 to 2

3456

6242

2786

ALB 6390.

13

Bakersfield

CA

6 to 5

1923

2562

639

ALB 6323, 6325 & 6379.

14

Burbank

CA

3 to 2

4199

5011

812

ALB 6315.

15

Calabasas

CA

3 to 2

3400

5415

2015

SFY 2031.

16

Camarillo

CA

5 to 4

2950

4215

1265

ALB 6385.

17

Carlsbad (North)

CA

4 to 3

2977

3888

911

ALB 6701.

18

Carlsbad (South)

CA

5 to 4

2209

3210

1001

ALB 6720.

19

Carpinteria

CA

2 to 1

5012

10,000

4988

SFY 2425.

20

Cheviot Hills/Culver City

CA

4 to 3

2394

3914

1520

ALB 6168 & 6169.

21

Chino Hills

CA

4 to 3

3596

4047

451

SFY 2597.

22

Coronado Island

CA

2 to 1

5025

10,000

4975

ALB 6747.

23

Diamond Bar

CA

3 to 2

4466

5231

765

SFY 2062.

24

El Cajon

CA

4 to 3

2983

3597

614

ALB 6771.

25

Hermosa Beach

CA

5 to 4

2752

4371

1619

ALB 6127, 6138, 6153 & 6189.

26

Imperial Beach

CA

2 to 1

5869

10,000

4131

ALB 6228.

27

La Jolla

CA

3 to 2

5505

7083

1578

ALB 6788.

28

La Mesa

CA

3 to 2

3382

5997

2615

SFY 2064 & 2137.

29

Ladera Ranch

CA

2 to 1

5081

10,000

4919

SFY 2703.

30

Laguna Beach

CA

3 to 2

3335

5799

2464

ALB 6575.

31

Laguna Niguel

CA

4 to 3

3190

3883

693

SFY 1676.

32

Lakewood

CA

6 to 5

2073

2581

508

ALB 6154.

33

Lemon Grove

CA

3 to 2

3581

6059

2478

SFY 2365.

34

Lomita

CA

3 to 2

3695

5040

1345

ALB 6107.

35

Lompoc

CA

4 to 3

2566

3713

1147

ALB 6339.

36

Mira Mesa (North)

CA

5 to 4

2412

3808

1396

ALB 6742 & 6772.

37

Mira Mesa (South)

CA

2 to 1

6904

10,000

3096

ALB 6770.

38

Mission Viejo/Laguna Hills

CA

4 to 3

3157

3784

627

ALB 6517.

39

Mission Viejo (North)

CA

3 to 2

3933

5012

1079

SFY 1670.

40

Morro Bay

CA

5 to 4

2965

4056

1091

SFY 2312.

41

National City

CA

3 to 2

3748

5013

1265

SFY 2006, 2336 & 3063.

42

Newbury Park

CA

3 to 2

3629

5833

2204

SFY 1793.

43

Newport Beach

CA

5 to 4

3160

3811

651

ALB 6504.

44

Oxnard

CA

4 to 3

2939

3375

436

ALB 6217.

45

Palm Desert/Rancho Mirage

CA

6 to 5

2196

3094

898

SFY 2383 & 3218.

46

Palmdale

CA

4 to 3

3056

4039

983

ALB 6329.

47

Paso Robles

CA

4 to 3

2851

5427

2576

SFY 2317.

48

Poway

CA

4 to 3

2540

3526

986

ALB 6741 & 6763.

49

Rancho Cucamonga/Upland

CA

4 to 3

3266

4118

852

ALB 6523 & 6589.

50

Rancho Santa Margarita

CA

4 to 3

2628

4300

1672

ALB 6521.

51

San Diego (Clairemont)

CA

3 to 2

4066

6374

2308

ALB 6781.

52

San Diego (Hillcrest/University Heights)

CA

3 to 2

4436

6571

2135

ALB 6714 & 6715.

53

San Diego, CA (Tierrasanta)

CA

2 to 1

5586

10,000

4414

ALB 6760.

54

San Luis Obispo

CA

4 to 3

2896

5306

2410

ALB 6372 & 6409.

55

San Marcos

CA

3 to 2

5991

6282

291

SFY 2174.

56

San Pedro

CA

3 to 2

3518

6442

2924

ALB 6160 & 6164.

57

Santa Barbara

CA

4 to 3

2741

3462

721

ALB 6351 & 6352.

58

Santa Barbara/Goleta

CA

3 to 2

3909

7469

3560

SFY 2048 & 2691.

59

Santa Clarita

CA

4 to 3

2646

3732

1086

SFY 1669 & 1961.

60

Santa Monica

CA

4 to 3

3293

4879

1586

ALB 6162.

61

Santee

CA

3 to 2

3477

6133

2656

ALB 6727.

62

Simi Valley

CA

5 to 4

3633

7101

3468

ALB 6317 & 6363; SFY 2163.

63

Solana Beach

CA

3 to 2

3830

6188

2358

ALB 6702.

64

Thousand Oaks

CA

3 to 2

4057

6047

1990

ALB 6369.

65

Tujunga

CA

3 to 2

3688

3969

281

ALB 6397.

66

Tustin (central)

CA

4 to 3

3474

4348

874

SFY 2146 & 2324.

67

Tustin/Irvine

CA

4 to 3

3939

4485

546

SFY 2822.

68

Ventura

CA

4 to 3

2732

3550

818

ALB 6318.

69

Westlake Village

CA

5 to 4

1955

3563

1608

ALB 6388.

70

Yorba Linda

CA

4 to 3

2803

4588

1785

ALB 6510.

71

Butte

MT

3 to 2

4701

5189

488

ALB 2007.

72

Deer Lodge

MT

2 to 1

5000

10,000

5000

SFY 3256.

73

Missoula

MT

4 to 3

3107

4063

956

SFY 1573 & 2619.

74

Boulder City

NV

2 to 1

5051

10,000

4949

SFY 2391.

75

Henderson (East)

NV

4 to 3

2705

3356

651

ALB 6014 & 6019.

76

Henderson (Southwest)

NV

3 to 2

3653

5042

1389

ALB 6028.

77

Summerlin

NV

4 to 3

3107

4367

1260

SFY 1688, 2392 & 2395.

78

Ashland

OR

2 to 1

5013

10,000

4987

SFY 4292.

79

Baker County

OR

2 to 1

5102

10,000

4898

ALB 261.

80

Bend

OR

6 to 5

2632

3824

1192

ALB 587 & 588.

81

Eugene

OR

5 to 4

2392

3414

1022

ALB 507 & 568.

82

Grants Pass

OR

4 to 3

2769

3537

768

ALB 501 & 537.

83

Happy Valley/Clackamas

OR

2 to 1

5006

10,000

4994

ALB 503.

84

Keizer

OR

5 to 4

2852

3367

515

ALB 562.

85

Klamath Falls

OR

5 to 4

2511

2917

406

SFY 1766 & 4395.

86

Lake Oswego

OR

4 to 3

3176

5604

2428

ALB 521.

87

Milwaukie

OR

3 to 2

5729

6082

353

ALB 566.

88

Sherwood

OR

3 to 2

3989

5028

1039

ALB 579.

89

Springfield

OR

3 to 2

4400

5197

797

SFY 311.

90

Tigard

OR

5 to 4

2261

2984

723

ALB 559, 565 & 576.

91

West Linn

OR

3 to 2

3611

6268

2657

ALB 506.

92

Colleyville

TX

5 to 4

2686

3465

779

SFY 3555 & 3576.

93

Dallas (Far North)

TX

5 to 4

2413

2891

478

ALB 4140.

94

Dallas (Farmers Branch/North Dallas)

TX

4 to 3

3746

5175

1429

ALB 4182.

95

Dallas (University Park/Highland Park)

TX

4 to 3

2755

4261

1506

ALB 4134 & 4168.

96

Dallas (University Park/Northeast Dallas)

TX

5 to 4

2345

3065

720

ALB 4132 & 4297.

97

McKinney

TX

5 to 4

2692

3613

921

SFY 3573.

98

Plano

TX

4 to 3

3105

3541

436

SFY 2568.

99

Roanoke

TX

3 to 2

4680

5351

671

ALB 4149.

100

Rowlett

TX

3 to 2

3386

5450

2064

ALB 4197.

101

Bremerton

WA

4 to 3

2721

3399

678

ALB 443.

102

Burien

WA

5 to 4

1979

4489

2510

ALB 411 & 473.

103

Everett

WA

5 to 4

2301

2586

285

SFY 517.

104

Federal Way

WA

5 to 4

2312

2709

397

ALB 496.

105

Gig Harbor

WA

3 to 2

3396

5235

1839

SFY 2949.

106

Lake Forest Park

WA

5 to 4

3889

4352

463

ALB 425.

107

Lake Stevens

WA

5 to 4

2646

3455

809

ALB 477.

108

Lakewood

WA

5 to 4

2333

3170

837

ALB 465.

109

Liberty Lake

WA

3 to 2

3483

5090

1607

SFY 1741.

110

Milton

WA

3 to 2

3960

5010

1050

ALB 472.

111

Monroe

WA

4 to 3

2911

3352

441

ALB 476.

112

Oak Harbor

WA

3 to 2

4296

6446

2150

SFY 3518.

113

Olympia (East)

WA

6 to 5

2205

2566

361

ALB 415.

114

Port Angeles

WA

3 to 2

3773

5588

1815

ALB 404.

115

Port Orchard

WA

4 to 3

2747

3362

615

SFY 1082.

116

Puyallup

WA

3 to 2

4160

5072

912

ALB 468.

117

Renton (East Hill-Meridian)

WA

4 to 3

3304

3719

415

ALB 470.

118

Renton (New Castle)

WA

4 to 3

4417

5274

857

SFY 1468.

119

Sammamish

WA

2 to 1

5761

10,000

4239

ALB 403.

120

Shoreline

WA

4 to 3

3792

4017

225

SFY 442.

121

Silverdale

WA

4 to 3

2845

3516

671

ALB 492.

122

Snohomish

WA

2 to 1

5595

10,000

4405

ALB 401.

123

Tacoma (Eastside)

WA

4 to 3

3260

3727

467

ALB 498.

124

Tacoma (Spanaway)

WA

5 to 4

2707

3360

653

SFY 551.

125

Walla Walla

WA

5 to 4

2624

3417

793

ALB 225.

126

Wenatchee

WA

3 to 2

3744

5047

1303

ALB 244.

127

Woodinville

WA

3 to 2

3568

5192

1624

ALB 459.

128

Casper

WY

4 to 3

3816

4353

537

SFY 433 & 2468.

129

Laramie

WY

3 to 2

3793

5000

1207

ALB 2063.

130

Sheridan

WY

3 to 2

4802

5421

619

SFY 2664.

By direction of the Commission.

Donald S. Clark,

Secretary.

[FR Doc. 2015-01971 Filed 2-2-15; 8:45 am]

BILLING CODE 6750-01-P