Tesoro Corporation and Tesoro Logistics Operations LLC; Analysis of Proposed Agreement Containing Consent Orders to Aid Public Comment, 37814-37817 [2013-14923]

Download as PDF 37814 Federal Register / Vol. 78, No. 121 / Monday, June 24, 2013 / Notices Federal Communications Commission. Marlene H. Dortch, Secretary, Office of the Secretary, Office of Managing Director. [FR Doc. 2013–14906 Filed 6–21–13; 8:45 am] BILLING CODE 6712–01–P FEDERAL COMMUNICATIONS COMMISSION Information Collection Being Reviewed by the Federal Communications Commission Federal Communications Commission. ACTION: Notice and request for comments. mstockstill on DSK4VPTVN1PROD with NOTICES AGENCY: SUMMARY: The Federal Communications Commission (FCC), as part of its continuing effort to reduce paperwork burdens, invites the general public and other Federal agencies to take this opportunity to comment on the following information collection, as required by the Paperwork Reduction Act (PRA) of 1995. Comments are requested concerning whether the proposed collection of information is necessary for the proper performance of the functions of the Commission, including whether the information shall have practical utility; the accuracy of the Commission’s burden estimate; ways to enhance the quality, utility, and clarity of the information collected; ways to minimize the burden of the collection of information on the respondents, including the use of automated collection techniques or other forms of information technology; and ways to further reduce the information collection burden on small business concerns with fewer than 25 employees. The FCC may not conduct or sponsor a collection of information unless it displays a currently valid control number. No person shall be subject to any penalty for failing to comply with a collection of information subject to the PRA that does not display a valid Office of Management and Budget (OMB) control number. DATES: Written PRA comments should be submitted on or before August 23, 2013. If you anticipate that you will be submitting comments, but find it difficult to do so within the period of time allowed by this notice, you should advise the contact listed below as soon as possible. ADDRESSES: Direct all PRA comments to Cathy Williams, FCC, via email PRA@fcc.gov mailto:PRA@fcc.gov and to Cathy.Williams@fcc.govmailto:Cathy. Williams@fcc.gov. VerDate Mar<15>2010 18:13 Jun 21, 2013 Jkt 229001 For additional information about the information collection, contact Cathy Williams at (202) 418–2918. SUPPLEMENTARY INFORMATION: OMB Control Number: 3060–0466. Title: Sections 73.1201, 74.783 and 74.1283, Station Identification. Form Number: Not applicable. Type of Review: Extension of a currently approved collection. Respondents/Affected Parties: Business or other for-profit entities; Not for-profit institutions. Number of Respondents and Responses: 24,083 respondents; 24,083 responses. Estimated Time per Response: 0.166— 1 hour. Frequency of Response: On occasion reporting requirement; Recordkeeping requirement; Third party disclosure requirement. Obligation to Respond: Required to obtain or maintain benefits. The statutory authority for this collection of information is contained in 47 U.S.C. 151, 152, 154(i), 303, 307 and 308. Total Annual Burden: 23,249 hours. Total Annual Costs: None. Nature and Extent of Confidentiality: There is no need for confidentiality with this collection of information. Privacy Act Impact Assessment: No impact(s). Needs and Uses: 47 CFR 73.1201(a) requires television broadcast licensees to make broadcast station identification announcements at the beginning and ending of each time of operation, and hourly, as close to the hour as feasible, at a natural break in program offerings. Television and Class A television broadcast stations may make these announcements visually or aurally. 47 CFR 74.783(b) requires licensees of television translators whose station identification is made by the television station whose signals are being rebroadcast by the translator, must secure agreement with this television station licensee to keep in its file, and available to FCC personnel, the translator’s call letters and location, giving the name, address and telephone number of the licensee or his service representative to be contacted in the event of malfunction of the translator. It shall be the responsibility of the translator licensee to furnish current information to the television station licensee for this purpose. 47 CFR 73.1201(b)(1) requires that the official station identification consist of the station’s call letters immediately followed by the community or communities specified in its license as the station’s location. The name of the FOR FURTHER INFORMATION CONTACT: PO 00000 Frm 00040 Fmt 4703 Sfmt 4703 licensee, the station’s frequency, the station’s channel number, as stated on the station’s license, and/or the station’s network affiliation may be inserted between the call letters and station location. Digital Television (DTV) stations, or DAB Stations, choosing to include the station’s channel number in the station identification must use the station’s major channel number and may distinguish multicast program streams. For example, a DTV station with major channel number 26 may use 26.1 to identify a High Definition Television (HDTV) program service and 26.2 to identify a Standard Definition Television (SDTV) program service. A radio station operating in DAB hybrid mode or extended hybrid mode shall identify its digital signal, including any free multicast audio programming streams, in a manner that appropriately alerts its audience to the fact that it is listening to a digital audio broadcast. No other insertion between the station’s call letters and the community or communities specified in its license is permissible. A station may include in its official station identification the name of any additional community or communities, but the community to which the station is licensed must be named first. 47 CFR 74.783(e) permits low power TV permittees or licensees to request to be assigned four-letter call signs in lieu of the five-character alpha-numeric call signs. 47 CFR 74.1283(c)(1) requires a FM translator station licensee whose identification is made by the primary station must arrange for the primary station licensee to furnish the translator’s call letters and location (name, address, and telephone number of the licensee or service representative) to the FCC. The licensee must keep this information in the primary station’s files. Federal Communications Commission. Marlene H. Dortch, Secretary, Office of the Secretary, Office of Managing Director. [FR Doc. 2013–14904 Filed 6–21–13; 8:45 am] BILLING CODE 6712–01–P FEDERAL TRADE COMMISSION [File No. 131 0052] Tesoro Corporation and Tesoro Logistics Operations LLC; Analysis of Proposed Agreement Containing Consent Orders to Aid Public Comment AGENCY: E:\FR\FM\24JNN1.SGM Federal Trade Commission. 24JNN1 Federal Register / Vol. 78, No. 121 / Monday, June 24, 2013 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES ACTION: Proposed Consent Agreement. SUMMARY: The consent agreement in this matter settles alleged violations of federal law prohibiting unfair or deceptive acts or practices or 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 July 19, 2013. ADDRESSES: Interested parties may file a comment at https:// ftcpublic.commentworks.com/ftc/ tesorochevronconsent online or on paper, by following the instructions in the Request for Comment part of the SUPPLEMENTARY INFORMATION section below. Write ‘‘Tesoro/Chevron, File No. 131 0052’’ on your comment and file your comment online at https:// ftcpublic.commentworks.com/ftc/ tesorochevronconsent by following the instructions on the web-based form. If you prefer to file your comment on paper, mail or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Room H–113 (Annex D), 600 Pennsylvania Avenue NW., Washington, DC 20580. FOR FURTHER INFORMATION CONTACT: Philip M. Esienstat (202–326–2769), FTC, Bureau of Competition, 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 a 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 June 17, 2013), on the World Wide Web, at http://www.ftc.gov/ os/actions.shtm. A paper copy can be obtained from the FTC Public Reference Room, Room 130–H, 600 Pennsylvania Avenue NW., Washington, DC 20580, either in person or by calling (202) 326– 2222. You can file a comment online or on paper. For the Commission to consider your comment, we must receive it on or VerDate Mar<15>2010 18:13 Jun 21, 2013 Jkt 229001 before July 19, 2013. Write ‘‘Tesoro/ Chevron, File No. 131 0052’’ 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. 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/ tesorochevronconsent by following the instructions on the web-based form. If this Notice appears at http:// 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). PO 00000 Frm 00041 Fmt 4703 Sfmt 4703 37815 www.regulations.gov/#!home, you also may file a comment through that Web site. If you file your comment on paper, write ‘‘Tesoro/Chevron, File No. 131 0052’’ on your comment and on the envelope, and mail or deliver it to the following address: Federal Trade Commission, Office of the Secretary, Room H–113 (Annex D), 600 Pennsylvania Avenue NW., Washington, DC 20580. 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 July 19, 2013. 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 The Federal Trade Commission (the ‘‘Commission’’), subject to its final approval, has accepted for public comment an Agreement Containing Consent Orders (‘‘Consent Agreement’’) with Tesoro Corporation and Tesoro Logistics Operations LLC (‘‘Respondents’’). On December 6, 2012, Respondents executed related Asset Sale and Purchase Agreements with the Northwest Terminalling Company and Chevron Pipeline Company, subsidiaries of Chevron Corporation, to acquire the Northwest Products Pipeline system and Chevron’s associated terminals, including a terminal in Boise, Idaho, for a total of $355 million (the ‘‘Acquisition’’). Respondents already own and operate a terminal in Boise, Idaho (the ‘‘Tesoro Terminal’’). The Commission’s Complaint alleges that Respondents have entered into an acquisition agreement that constitutes a violation of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. 45, and which, 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, by substantially lessening competition in terminaling services for light petroleum products in the Boise, Idaho Metropolitan Statistical Area (‘‘Boise MSA’’). The Acquisition would reduce the competitive options E:\FR\FM\24JNN1.SGM 24JNN1 37816 Federal Register / Vol. 78, No. 121 / Monday, June 24, 2013 / Notices for terminaling services in the Boise MSA from three to two, with Respondents owning the two largest terminals. The proposed Consent Agreement effectively remedies the Acquisition’s possible anticompetitive effects by requiring Respondents to divest its own terminal in Boise, the Tesoro Terminal. II. Respondents and Other Relevant Entities A. Tesoro Corporation Tesoro Corporation is a publically traded corporation principally engaged in the refining and marketing of petroleum products in the United States. B. Tesoro Logistics Operations LLC Tesoro Logistics Operations LLC, a limited liability company, is a wholly owned subsidiary of Tesoro Logistics LP, a publically traded limited partnership. Respondent Tesoro Corporation individually and through its subsidiaries owns Tesoro Logistics GP, LLC, the general partner of Tesoro Logistics LP. Tesoro Logistics GP, LLC manages the operations and employs the personnel of Tesoro Logistics LP, and owns a two percent general partner interest in the partnership. Tesoro Corporation directly owns 37.6% of limited partner interest in Tesoro Logistics LP. Tesoro Logistics Operations LLC directly or indirectly owns a number of petroleum products terminals, including the Tesoro Terminal in Boise, Idaho, that receive light petroleum products off the Northwest Pipeline. The Tesoro Terminal in Boise stores product it receives off the pipeline and provides facilities to load the product onto tank trucks for local distribution. mstockstill on DSK4VPTVN1PROD with NOTICES C. Chevron Corporation Chevron Corporation (‘‘Chevron’’) is a publically traded corporation principally engaged in fully integrated petroleum operations in the United States, including the exploration, production, manufacture, transportation, and sale of petroleum products. Chevron, through Chevron Pipeline Company, owns and operates the Northwest Pipeline, a 760-mile interstate common-carrier pipeline that transports petroleum products from Salt Lake City to the states of Idaho, and Washington. Chevron, through Northwest Terminalling Company owns petroleum terminals along the Northwest Pipeline in Idaho and Washington, including one in Boise, Idaho. VerDate Mar<15>2010 18:13 Jun 21, 2013 Jkt 229001 III. Distribution of Petroleum Products and Competitive Effects terminaling services for light petroleum products in the Boise MSA. Pipelines and terminals play a key role in the distribution of refined light petroleum products, a product category that includes gasoline, diesel fuel, and jet fuel. Pipelines are the least expensive means of moving bulk quantities of light petroleum products across land. The alternatives, rail transportation and truck transportation, are not cost competitive when pipeline transportation is available. Terminals provide a critical connection between bulk supply through pipelines and local distribution of light petroleum products. The efficient operation of pipelines requires continuous shipment of large volumes of light petroleum products. Efficient local distribution utilizes tank trucks to pick up product from the terminal and deliver it to customers. Terminals have specialized truckloading facilities, known as ‘‘truck racks,’’ to transfer light petroleum products from storage tanks to individual tank trucks. Terminal services provided to suppliers of light petroleum products include storage, dispensing, and ethanol and additive blending. Suppliers of light petroleum products trying to reach a particular local market have no economically viable alternative to terminals. The Acquisition would reduce the competitive options for terminaling services in Boise from three to two, with Tesoro owning the two largest terminals. Currently, in the Boise MSA, there are three terminals and one storage facility lacking truck racks. Tesoro, Chevron, and United Oil Company each own and operate terminals. Holly Energy Partners and Sinclair Corporation jointly own a storage facility under the name Boise Petroleum. This facility cannot load light petroleum products into tank trucks because it lacks a truck rack. Companies storing light petroleum products at Boise Petroleum must move the products to another terminal to load it onto tank trucks for delivery to the Boise market. Of the three terminals in Boise, the Tesoro Terminal and the Chevron terminal together account for the most of the terminal capacity. The United Oil terminal is the smallest terminal in Boise. Tesoro’s control of most of the terminal capacity in Boise may substantially lessen competition in the relevant market. It increases the likelihood that Tesoro would exercise market power unilaterally by raising the terminaling fees or denying access to IV. The Proposed Agreement Containing Consent Orders Under the Proposed Agreement Containing Consent Orders, Respondents have one hundred and eighty (180) days from the issuance of the Decision and Order (‘‘Order’’) to divest the Tesoro Terminal, to a Commission-approved buyer. Pursuant to the Order, Respondents may complete the Acquisition of Chevron’s Northwest Pipeline and associated terminals immediately upon issuance of the Order. The required divestiture of the Tesoro Terminal will maintain the level of competition that existed in the market for terminaling services in the Boise MSA prior to the Acquisition. The Order to Maintain Assets (discussed in the next section) will protect the competitive status quo until Respondents are able to find a suitable buyer of the Tesoro Terminal. The Order contains an ‘‘open season’’ provision. Respondents agree to let any customer at the Chevron Boise terminal terminate its contract without penalties for a period of six months after the divestiture sale of the Tesoro Terminal. Respondents agree to notify customers at the Chevron Boise terminal of their right to terminate their existing contracts. These provisions will ensure that the new owner of the Tesoro Terminal can compete for new business to replace Respondents’ current business at the Tesoro Terminal. Respondents are the only customer of the Tesoro Terminal and they could move their business to the Chevron Boise terminal when the divestiture is completed. The Order requires Respondents to provide transitional assistance and support services to the buyer of the Tesoro Terminal. Respondents must also license any key software and intellectual property to the buyer. The Order allows the buyer to recruit Respondents’ employees who work at the Tesoro Terminal. For a period of two years after the divestiture of the Tesoro Terminal, Respondents may not solicit the employees that accept employment offers from the buyer, to rejoin Respondents. The Order also limits Respondents’ access to, and use of, confidential business information pertaining to the Tesoro Terminal. If Respondents fail to fully divest the Tesoro Terminal within the one hundred and eighty (180) day time period, the Order grants the Commission power to appoint a divestiture trustee to complete the divestiture. The Commission may also PO 00000 Frm 00042 Fmt 4703 Sfmt 4703 E:\FR\FM\24JNN1.SGM 24JNN1 Federal Register / Vol. 78, No. 121 / Monday, June 24, 2013 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES appoint a divestiture trustee, if it brings an action against Respondents pursuant to Section 5(l) of the FTC Act. The Order also governs the divestiture trustee’s duties, privileges, and powers. The Order requires Respondents, or the divestiture trustee, if appointed, to file periodic reports detailing efforts to divest the Tesoro Terminal and the status of that undertaking. Commission representatives may gain reasonable access to Respondents’ business records related to compliance with the consent agreement. The Order terminates ten (10) years after its issuance. V. The Order to Maintain Assets The Order to Maintain Assets seeks to preserve the Tesoro Terminal as a viable, competitive, ongoing business, and to ensure that Respondents do not access the confidential business information belonging to this business. Respondents agree to preserve the Tesoro Terminal in substantially the same condition existing at the time when Respondents executed the Consent Agreement. Pursuant to the Order to Maintain Assets, Respondents will provide the Tesoro Terminal with sufficient financial and other resources to maintain current operation levels and carry already planned capital and improvement projects. The Order to Maintain Assets also empowers the Commission to appoint a monitor to oversee Respondents’ compliance with their obligations under the Order. The Order to Maintain Assets outlines the rights, duties, and responsibilities of the monitor, including access to business records, hiring necessary consultants and attorneys, and any other thing reasonably necessary to carry out their duties. The Order to Maintain Assets further prohibits Respondents from interfering with the monitor’s obligations and requires them to indemnify the monitor. The monitor shall submit periodic reports to the Commission concerning compliance with the Order to Maintain Assets. The Commission may appoint a different monitor if the original monitor fails to carry out his duties. The Order to Maintain Assets terminates either (1) three days after the Commission withdraws its acceptance of the Consent Agreement or (2) three days after the monitor completes its final report required by Paragraph V.C.(ii) of this Order to Maintain Assets. VI. Opportunity for Public Comment The proposed Consent Agreement has been placed on the public record for thirty (30) days for receipt of comments by interested persons. The Commission VerDate Mar<15>2010 18:13 Jun 21, 2013 Jkt 229001 has also issued its Complaint in this matter. Comments received during this comment period will become part of the public record. After thirty (30) days, the Commission will again review the proposed Consent Agreement and the comments received and will decide whether it should withdraw from the Consent Agreement, modify it, or make final the proposed Order. By accepting the proposed Consent Agreement subject to final approval, the Commission anticipates that the competitive problems alleged in the Complaint will be resolved. The purpose of this analysis is to invite public comment on the proposed Order to aid the Commission in its determination of whether it should make final the proposed Order contained in the Agreement. This analysis is not intended to constitute an official interpretation of the proposed Order, nor is it intended to modify the terms of the proposed Order in any way. By direction of the Commission. Donald S. Clark, Secretary. [FR Doc. 2013–14923 Filed 6–21–13; 8:45 am] BILLING CODE 6750–01–P DEPARTMENT OF HEALTH AND HUMAN SERVICES Meeting of the National Vaccine Advisory Committee National Vaccine Program Office, Office of the Assistant Secretary for Health, Office of the Secretary, Department of Health and Human Services. ACTION: Notice of a teleconference meeting. AGENCY: SUMMARY: As stipulated by the Federal Advisory Committee Act, the Department of Health and Human Services (HHS) is hereby giving notice that the National Vaccine Advisory Committee (NVAC) will be holding a special meeting. This meeting will be held utilizing a means of virtual technology; the meeting will be conducted as an audio telephone conference call. The meeting will be open to the public. Individuals may call in to attend this virtual meeting. A public comment session will be provided. Participation in this meeting is limited to 60 people. Therefore, preregistration is required for both public participation and comment. Individuals who wish to participate in the meeting by audio telephone conference call and/ or provide public comment should preregister by sending an email to PO 00000 Frm 00043 Fmt 4703 Sfmt 4703 37817 nvpo@hhs.gov or calling (202) 690– 5566. Individuals will be required to provide their name, organization, and email address to pre-register. The meeting agenda will be posted on the NVAC Web site at http://www.hhs.gov/ nvpo/nvac as soon as it becomes available. The meeting will be held on Friday, June 21, 2013, from 11:00 a.m. to 12:00 p.m. EDT. This meeting will be conducted utilizing a means of virtual technology only. ADDRESSES: This meeting will be conducted only by audio conference call. DATES: FOR FURTHER INFORMATION CONTACT: National Vaccine Program Office, Department of Health and Human Services, Hubert H. Humphrey Building, 200 Independence Avenue SW., Washington, DC 20201. Telephone: (202) 690–5566; Fax: (202) 690–4631; Email address: nvpo@hhs.gov. SUPPLEMENTARY INFORMATION: Pursuant to Section 2102 of the Public Health Service Act (42 U.S.C. 300aa–1), the Secretary of Health and Human Services was mandated to establish the National Vaccine Program (NVP) to achieve optimal prevention of human infectious diseases through immunization and to achieve optimal prevention against adverse reactions to vaccines. NVAC was established to provide advice and make recommendations to the Director of NVP on matters related to the program’s responsibilities. The Assistant Secretary for Health (ASH) serves as Director of the NVP. NVAC met on June 11–13, 2013. The Committee’s discussion included its intent to deliberate and vote on advice to be given to the ASH on the proposed rule from the Centers for Medicare and Medicaid Services (CMS) to remove the Immunization for Pneumonia Measure (IMM–1) from the Inpatient Quality Reporting Program. The comment period for the proposed rule ends on June 25, 2013. NVAC is not scheduled to meet again before the end of the comment period for the proposed rule. Therefore, it has been decided that a special meeting should be convened for the NVAC to develop and discuss recommendations to be submitted to the ASH on the proposed rule. The proposed rule is printed in the Federal Register, Vol. 78. No. 91, Friday, May 10, 2013, pp. 27486–27823. It is also available at https:// www.federalregister.gov/articles/2013/ 05/10/2013-10234/medicare-programhospital-inpatient-prospective-paymentsystems-for-acute-care-hospitals-andthe: E:\FR\FM\24JNN1.SGM 24JNN1

Agencies

[Federal Register Volume 78, Number 121 (Monday, June 24, 2013)]
[Notices]
[Pages 37814-37817]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-14923]


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FEDERAL TRADE COMMISSION

[File No. 131 0052]


Tesoro Corporation and Tesoro Logistics Operations LLC; Analysis 
of Proposed Agreement Containing Consent Orders to Aid Public Comment

AGENCY: Federal Trade Commission.

[[Page 37815]]


ACTION: Proposed Consent Agreement.

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SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair or deceptive acts or 
practices or 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 July 19, 2013.

ADDRESSES: Interested parties may file a comment at https://ftcpublic.commentworks.com/ftc/tesorochevronconsent online or on paper, 
by following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Write ``Tesoro/Chevron, File 
No. 131 0052'' on your comment and file your comment online at https://ftcpublic.commentworks.com/ftc/tesorochevronconsent by following the 
instructions on the web-based form. If you prefer to file your comment 
on paper, mail or deliver your comment to the following address: 
Federal Trade Commission, Office of the Secretary, Room H-113 (Annex 
D), 600 Pennsylvania Avenue NW., Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT: Philip M. Esienstat (202-326-2769), 
FTC, Bureau of Competition, 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 a 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 June 17, 2013), on the World Wide Web, at 
http://www.ftc.gov/os/actions.shtm. A paper copy can be obtained from 
the FTC Public Reference Room, Room 130-H, 600 Pennsylvania Avenue NW., 
Washington, DC 20580, either in person or by calling (202) 326-2222.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before July 19, 2013. 
Write ``Tesoro/Chevron, File No. 131 0052'' 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/tesorochevronconsent 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 ``Tesoro/Chevron, File No. 
131 0052'' on your comment and on the envelope, and mail or deliver it 
to the following address: Federal Trade Commission, Office of the 
Secretary, Room H-113 (Annex D), 600 Pennsylvania Avenue NW., 
Washington, DC 20580. 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 July 19, 2013. 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

    The Federal Trade Commission (the ``Commission''), subject to its 
final approval, has accepted for public comment an Agreement Containing 
Consent Orders (``Consent Agreement'') with Tesoro Corporation and 
Tesoro Logistics Operations LLC (``Respondents''). On December 6, 2012, 
Respondents executed related Asset Sale and Purchase Agreements with 
the Northwest Terminalling Company and Chevron Pipeline Company, 
subsidiaries of Chevron Corporation, to acquire the Northwest Products 
Pipeline system and Chevron's associated terminals, including a 
terminal in Boise, Idaho, for a total of $355 million (the 
``Acquisition''). Respondents already own and operate a terminal in 
Boise, Idaho (the ``Tesoro Terminal'').
    The Commission's Complaint alleges that Respondents have entered 
into an acquisition agreement that constitutes a violation of Section 5 
of the Federal Trade Commission Act, as amended, 15 U.S.C. 45, and 
which, 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, by substantially lessening competition in terminaling services for 
light petroleum products in the Boise, Idaho Metropolitan Statistical 
Area (``Boise MSA''). The Acquisition would reduce the competitive 
options

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for terminaling services in the Boise MSA from three to two, with 
Respondents owning the two largest terminals. The proposed Consent 
Agreement effectively remedies the Acquisition's possible 
anticompetitive effects by requiring Respondents to divest its own 
terminal in Boise, the Tesoro Terminal.

II. Respondents and Other Relevant Entities

A. Tesoro Corporation

    Tesoro Corporation is a publically traded corporation principally 
engaged in the refining and marketing of petroleum products in the 
United States.

B. Tesoro Logistics Operations LLC

    Tesoro Logistics Operations LLC, a limited liability company, is a 
wholly owned subsidiary of Tesoro Logistics LP, a publically traded 
limited partnership. Respondent Tesoro Corporation individually and 
through its subsidiaries owns Tesoro Logistics GP, LLC, the general 
partner of Tesoro Logistics LP. Tesoro Logistics GP, LLC manages the 
operations and employs the personnel of Tesoro Logistics LP, and owns a 
two percent general partner interest in the partnership. Tesoro 
Corporation directly owns 37.6% of limited partner interest in Tesoro 
Logistics LP.
    Tesoro Logistics Operations LLC directly or indirectly owns a 
number of petroleum products terminals, including the Tesoro Terminal 
in Boise, Idaho, that receive light petroleum products off the 
Northwest Pipeline. The Tesoro Terminal in Boise stores product it 
receives off the pipeline and provides facilities to load the product 
onto tank trucks for local distribution.

C. Chevron Corporation

    Chevron Corporation (``Chevron'') is a publically traded 
corporation principally engaged in fully integrated petroleum 
operations in the United States, including the exploration, production, 
manufacture, transportation, and sale of petroleum products. Chevron, 
through Chevron Pipeline Company, owns and operates the Northwest 
Pipeline, a 760-mile interstate common-carrier pipeline that transports 
petroleum products from Salt Lake City to the states of Idaho, and 
Washington. Chevron, through Northwest Terminalling Company owns 
petroleum terminals along the Northwest Pipeline in Idaho and 
Washington, including one in Boise, Idaho.

III. Distribution of Petroleum Products and Competitive Effects

    Pipelines and terminals play a key role in the distribution of 
refined light petroleum products, a product category that includes 
gasoline, diesel fuel, and jet fuel. Pipelines are the least expensive 
means of moving bulk quantities of light petroleum products across 
land. The alternatives, rail transportation and truck transportation, 
are not cost competitive when pipeline transportation is available.
    Terminals provide a critical connection between bulk supply through 
pipelines and local distribution of light petroleum products. The 
efficient operation of pipelines requires continuous shipment of large 
volumes of light petroleum products. Efficient local distribution 
utilizes tank trucks to pick up product from the terminal and deliver 
it to customers.
    Terminals have specialized truck-loading facilities, known as 
``truck racks,'' to transfer light petroleum products from storage 
tanks to individual tank trucks. Terminal services provided to 
suppliers of light petroleum products include storage, dispensing, and 
ethanol and additive blending. Suppliers of light petroleum products 
trying to reach a particular local market have no economically viable 
alternative to terminals.
    The Acquisition would reduce the competitive options for 
terminaling services in Boise from three to two, with Tesoro owning the 
two largest terminals. Currently, in the Boise MSA, there are three 
terminals and one storage facility lacking truck racks. Tesoro, 
Chevron, and United Oil Company each own and operate terminals. Holly 
Energy Partners and Sinclair Corporation jointly own a storage facility 
under the name Boise Petroleum. This facility cannot load light 
petroleum products into tank trucks because it lacks a truck rack. 
Companies storing light petroleum products at Boise Petroleum must move 
the products to another terminal to load it onto tank trucks for 
delivery to the Boise market.
    Of the three terminals in Boise, the Tesoro Terminal and the 
Chevron terminal together account for the most of the terminal 
capacity. The United Oil terminal is the smallest terminal in Boise. 
Tesoro's control of most of the terminal capacity in Boise may 
substantially lessen competition in the relevant market. It increases 
the likelihood that Tesoro would exercise market power unilaterally by 
raising the terminaling fees or denying access to terminaling services 
for light petroleum products in the Boise MSA.

IV. The Proposed Agreement Containing Consent Orders

    Under the Proposed Agreement Containing Consent Orders, Respondents 
have one hundred and eighty (180) days from the issuance of the 
Decision and Order (``Order'') to divest the Tesoro Terminal, to a 
Commission-approved buyer. Pursuant to the Order, Respondents may 
complete the Acquisition of Chevron's Northwest Pipeline and associated 
terminals immediately upon issuance of the Order. The required 
divestiture of the Tesoro Terminal will maintain the level of 
competition that existed in the market for terminaling services in the 
Boise MSA prior to the Acquisition. The Order to Maintain Assets 
(discussed in the next section) will protect the competitive status quo 
until Respondents are able to find a suitable buyer of the Tesoro 
Terminal.
    The Order contains an ``open season'' provision. Respondents agree 
to let any customer at the Chevron Boise terminal terminate its 
contract without penalties for a period of six months after the 
divestiture sale of the Tesoro Terminal. Respondents agree to notify 
customers at the Chevron Boise terminal of their right to terminate 
their existing contracts. These provisions will ensure that the new 
owner of the Tesoro Terminal can compete for new business to replace 
Respondents' current business at the Tesoro Terminal. Respondents are 
the only customer of the Tesoro Terminal and they could move their 
business to the Chevron Boise terminal when the divestiture is 
completed.
    The Order requires Respondents to provide transitional assistance 
and support services to the buyer of the Tesoro Terminal. Respondents 
must also license any key software and intellectual property to the 
buyer. The Order allows the buyer to recruit Respondents' employees who 
work at the Tesoro Terminal. For a period of two years after the 
divestiture of the Tesoro Terminal, Respondents may not solicit the 
employees that accept employment offers from the buyer, to rejoin 
Respondents. The Order also limits Respondents' access to, and use of, 
confidential business information pertaining to the Tesoro Terminal.
    If Respondents fail to fully divest the Tesoro Terminal within the 
one hundred and eighty (180) day time period, the Order grants the 
Commission power to appoint a divestiture trustee to complete the 
divestiture. The Commission may also

[[Page 37817]]

appoint a divestiture trustee, if it brings an action against 
Respondents pursuant to Section 5(l) of the FTC Act. The Order also 
governs the divestiture trustee's duties, privileges, and powers.
    The Order requires Respondents, or the divestiture trustee, if 
appointed, to file periodic reports detailing efforts to divest the 
Tesoro Terminal and the status of that undertaking. Commission 
representatives may gain reasonable access to Respondents' business 
records related to compliance with the consent agreement. The Order 
terminates ten (10) years after its issuance.

V. The Order to Maintain Assets

    The Order to Maintain Assets seeks to preserve the Tesoro Terminal 
as a viable, competitive, ongoing business, and to ensure that 
Respondents do not access the confidential business information 
belonging to this business. Respondents agree to preserve the Tesoro 
Terminal in substantially the same condition existing at the time when 
Respondents executed the Consent Agreement. Pursuant to the Order to 
Maintain Assets, Respondents will provide the Tesoro Terminal with 
sufficient financial and other resources to maintain current operation 
levels and carry already planned capital and improvement projects.
    The Order to Maintain Assets also empowers the Commission to 
appoint a monitor to oversee Respondents' compliance with their 
obligations under the Order. The Order to Maintain Assets outlines the 
rights, duties, and responsibilities of the monitor, including access 
to business records, hiring necessary consultants and attorneys, and 
any other thing reasonably necessary to carry out their duties. The 
Order to Maintain Assets further prohibits Respondents from interfering 
with the monitor's obligations and requires them to indemnify the 
monitor.
    The monitor shall submit periodic reports to the Commission 
concerning compliance with the Order to Maintain Assets. The Commission 
may appoint a different monitor if the original monitor fails to carry 
out his duties. The Order to Maintain Assets terminates either (1) 
three days after the Commission withdraws its acceptance of the Consent 
Agreement or (2) three days after the monitor completes its final 
report required by Paragraph V.C.(ii) of this Order to Maintain Assets.

VI. Opportunity for Public Comment

    The proposed Consent Agreement has been placed on the public record 
for thirty (30) days for receipt of comments by interested persons. The 
Commission has also issued its Complaint in this matter. Comments 
received during this comment period will become part of the public 
record. After thirty (30) days, the Commission will again review the 
proposed Consent Agreement and the comments received and will decide 
whether it should withdraw from the Consent Agreement, modify it, or 
make final the proposed Order.
    By accepting the proposed Consent Agreement subject to final 
approval, the Commission anticipates that the competitive problems 
alleged in the Complaint will be resolved. The purpose of this analysis 
is to invite public comment on the proposed Order to aid the Commission 
in its determination of whether it should make final the proposed Order 
contained in the Agreement. This analysis is not intended to constitute 
an official interpretation of the proposed Order, nor is it intended to 
modify the terms of the proposed Order in any way.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2013-14923 Filed 6-21-13; 8:45 am]
BILLING CODE 6750-01-P