Agency Information Collection Activities; Proposed Collection; Comment Request, 2423-2428 [2015-00666]

Download as PDF Federal Register / Vol. 80, No. 11 / Friday, January 16, 2015 / Notices Board of Governors of the Federal Reserve System, January 12, 2015. Michael J. Lewandowski, Assistant Secretary of the Board. [FR Doc. 2015–00559 Filed 1–15–15; 8:45 am] BILLING CODE 6210–01–P FEDERAL TRADE COMMISSION Agency Information Collection Activities; Proposed Collection; Comment Request Federal Trade Commission (‘‘Commission’’ or ‘‘FTC’’). ACTION: Notice; request for comments. AGENCY: The Commission plans to conduct a study to update and expand on the divestiture study it conducted in the mid-1990s to assess the effectiveness of the Commission’s policies and practices regarding remedial orders where the Commission has permitted a merger but required a divestiture or other remedy, and identify the factors that contributed to the Commission successfully or unsuccessfully achieving the remedial goals of the orders. This is the first of two notices required under the Paperwork Reduction Act (‘‘PRA’’) in which the Commission seeks public comment on its proposed study before requesting Office of Management and Budget (‘‘OMB’’) review of, and clearance for, the collection of information discussed herein. DATES: Comments must be received on or before March 17, 2015. ADDRESSES: Interested parties may file a comment online or on paper, by following the instructions in the Request for Comment part of the SUPPLEMENTARY INFORMATION section below. Write ‘‘Remedy Study, FTC File No. P143100’’ on your comment and file your comment online at https:// ftcpublic.commentworks.com/ftc/ hsr2014divestiturestudypra by following the instructions on the web-based form. If you prefer to file your comment on paper, write ‘‘Remedy Study, FTC File No. P143100’’ 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 J), 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 J), Washington, DC 20024. FOR FURTHER INFORMATION CONTACT: Daniel P. Ducore, Assistant Director, 202–326–2526, Compliance Division, asabaliauskas on DSK5VPTVN1PROD with NOTICES SUMMARY: VerDate Sep<11>2014 17:36 Jan 15, 2015 Jkt 235001 Bureau of Competition, Federal Trade Commission, Washington, DC 20580, or Timothy Deyak, Associate Director, 202–326–3742, Bureau of Economics, Federal Trade Commission, Washington, DC 20580. SUPPLEMENTARY INFORMATION: I. Summary The FTC, along with the Antitrust Division of the Department of Justice, enforces the antitrust laws. Under this authority, the Commission examines consummated and proposed transactions to determine whether anticompetitive effects are likely because of the transaction. Each year, the Commission challenges a number of transactions. Most of those are resolved through a consent order providing a remedy to address the competitive concern. In horizontal mergers, the Commission typically requires a divestiture of assets to remedy the probable anticompetitive effects of the transaction. In a study that began in 1995 and culminated with the publication of a report in August 1999, the FTC’s Bureau of Competition evaluated those divestitures the Commission ordered from FY 1990 through FY 1994. The Commission refined and improved its divestiture orders partly as a result of that study. The Commission now proposes a new study to focus on more recent orders, both divestiture orders that incorporated modifications based on the prior study and orders that required remedies other than divestitures. II. Background In the mid-1990s, taking advantage of its unique research and study function, the Commission authorized a study of Commission-ordered divestitures. As part of that study, which was conducted by the Bureaus of Competition and Economics, Commission staff interviewed thirty-seven buyers out of the fifty that acquired assets under the thirty-five orders the Commission issued from FY 1990 through FY 1994. The study yielded valuable information. The FTC’s Bureau of Competition synthesized, summarized, and made available to the public the learning gained from the interviews, in a report the Bureau of Competition issued in August 1999. The report is available on the FTC’s Web site at http:// www.ftc.gov/sites/default/files/ attachments/merger-review/ divestiture.pdf. Based on the study, the Commission implemented several changes to its divestiture process. First, it shortened the divestiture period from a largely standard twelve months to six or fewer PO 00000 Frm 00043 Fmt 4703 Sfmt 4703 2423 months. Second, recognizing the risks posed by divestitures of assets that comprised less than an on-going business, the Commission began more consistently requiring up-front buyers in cases in which it allowed such a divestiture. Third, the Commission began requiring monitors more frequently, particularly in divestitures in technology and pharmaceutical industries. These changes were implemented almost immediately, and the Commission and its staff still rely on the findings from the study as they craft and enforce the Commission’s remedies. The FTC has not conducted a broad review of its divestitures since the earlier study and the resulting modifications based on it. Accordingly, the Commission now proposes a new study to focus on more recent orders, many of which incorporated these modifications, and to include some orders that did not require divestitures. III. FTC’s Proposed Study A. Description of the Collection of Information and Proposed Use Since the period covered by the prior remedy study through 2013, the Commission issued 281 orders in merger cases. Of those, the Commission proposes to study all ninety-two orders issued from 2006 through 2012. The Commission chose the latter period because it is not so long ago that the parties are likely to have forgotten details, but it is sufficiently long to assess whether divestiture orders created new competitors and whether merger orders, including divestiture orders, achieved their remedial goals.1 The industries covered in this period are generally representative of those in the longer period from 1995 through 2013. The Commission proposes to use a similar case study method as was used in the earlier study to evaluate the majority of the orders the Commission issued during this period. Staff will employ this approach on the fifty-three orders in which the Commission required a remedy in a variety of markets ranging from fishing lines, pipelines, and specialty metals to medical market research, pesticides, rock salt, and chemical rust inhibitors. The Appendix lists the fifty-three orders in chronological order based on the date first accepted by the Commission. Of the fifty-three merger orders the Commission issued during this period, forty-three orders required divestitures; 1 The purpose of this remedy study differs from the aims of other more specific, in-depth merger retrospectives, such as those examining hospital, petroleum, and grocery store mergers. E:\FR\FM\16JAN1.SGM 16JAN1 asabaliauskas on DSK5VPTVN1PROD with NOTICES 2424 Federal Register / Vol. 80, No. 11 / Friday, January 16, 2015 / Notices under those orders, the Commission approved divestitures to forty-seven different buyers. The Commission proposes interviewing the forty-seven buyers as well as, on average, two other competitors, including the respondent, and, on average, two customers in each of the affected markets. For the ten orders in which the Commission ordered only non-structural relief, and where there are therefore no buyers, the Commission proposes interviewing, on average, two competitors, including the respondent, and, on average, two customers in each market. Although the FTC will seek voluntary interviews in the first instance, it may rely on compulsory process where necessary to obtain the information it needs for the study. The interviews will, to the extent possible, be conducted by attorneys and economists who are familiar with the order from their work during the time it was issued. Each interviewer will use similar outlines for the interviews, focusing broadly on the same topics. To the extent unique issues arise with respect to particular divestitures, the interviewer will pursue those issues as well. Although the buyer interviews will be similar to those in the earlier study, staff will focus on several specific issues, some of which arose from the changes made based on the earlier study. Those issues include: • Whether the increased use of buyers-up-front hindered the buyer’s ability to conduct adequate due diligence. • Whether shortening the divestiture period had any adverse effect on the buyers and the process. • To what extent the staff’s review of buyers and monitors may have been inadequate. • Whether the orders have effectively defined the assets of an autonomous business (when that was the purpose). • Whether assets outside of the relevant market have been properly included in the divestiture package when necessary. • Whether Commission orders have effectively required sufficient technical assistance or other nurturing provisions when necessary. • Whether monitors have provided the oversight that the Commission expected. • Whether the respondent impeded the buyer’s ability to compete in the market. In addition to interviewing buyers, the Commission will also interview customers and other competitors (including the respondent) in each affected market. The additional interviews will be used (along with the VerDate Sep<11>2014 17:36 Jan 15, 2015 Jkt 235001 buyer interviews) to attempt to assess further whether the Commission’s orders achieved their remedial goals. These interviews will address some additional points, and, where appropriate, will cover some of the issues noted above. These additional points include: • Identifying the leading suppliers (and their market shares) of the product before and after the remedy. • Whether the buyer competed in a manner that was as effective as the previous owner of the divested assets. • Whether any other significant changes took place in the market after the remedy was implemented (e.g., entry, exit, or other merger). • The interviewee’s views on how the merger would have affected the competitive environment absent the remedy. • The interviewee’s views about the market’s competitiveness before and after the acquisition and remedy. All interviews will be conducted in a flexible manner, and certain specific questions will be explored as particular cases, and interview responses, indicate. In addition to conducting interviews, the FTC will require information from each buyer and significant competitor, including the respondent, in each market by issuing orders to file special reports under its authority in Section 6(b) of the Federal Trade Commission Act. Information will be sought from as many as 280 participants. The special reports will request very limited annual unit and dollar sales data for the year the remedy took place, three years before the remedy, and three years after it. These data will supplement and complement the interview information for the assessment of whether the Commission’s orders achieved their remedial goals.2 The Commission proposes to use a different method to evaluate merger orders in certain other industries. The Commission has extensive expertise in crafting remedies for mergers in certain industries, including supermarkets, 2 The Commission plans to ask recipients of the 6(b) report request to provide their annual net sales in dollars and units of the relevant product in the geographic market, for the calendar year in which the remedy took place and for each of the three calendar years before and after the remedy took place. If a company has fiscal year dollar and unit sales figures that are not calendar year sales, it will be asked to describe its fiscal year, provide the data requested for the company’s fiscal years closest to the calendar years requested, to estimate the requested calendar year dollar and unit sales, and to describe the basis upon which those estimates were made. If the requested data are not available for the product and the geographic market, the company will be asked to estimate the dollar and unit sales data requested and to describe the basis upon which its estimates were made. PO 00000 Frm 00044 Fmt 4703 Sfmt 4703 drug stores, funeral homes, hospitals and other clinics, and pharmaceuticals. It has implemented remedies relating to mergers in those industries using wellestablished methods and standard provisions tailored to each industry. Thus, for the fifteen orders the Commission issued from 2006 through 2012 in which the Commission required over forty divestitures of supermarkets, drug stores, funeral homes, and hospitals and other clinics, also listed in the Appendix, the Commission does not propose interviewing all buyers. Instead, it proposes sending for voluntary response brief questionnaires to those buyers asking focused, specific questions that have arisen with respect to divestitures in those industries. For example, if the divested assets comprised a combination of assets of the acquiring party and of the acquired party, or if the divested assets comprised less than all of one merging firm’s assets in the particular market, did either situation disadvantage the firm buying the assets? Did allowing divestiture of a small subset of a large network of assets disadvantage the buyer in relation to a large respondent? Did asset deterioration issues arise in cases other than the supermarket cases 3 that might warrant up-front divestitures in those other industries? Interviews with all buyers are not necessary because repeated enforcement actions in each of these industries have informed staff’s approach to crafting subsequent orders. Once staff receives responses to the questionnaires, it will determine, on a case-by-case basis, whether follow-up phone calls with the buyers may be necessary. For the twenty-four orders that the Commission issued from 2006 through 2012 requiring divestitures in the pharmaceutical industry, staff will synthesize the information the Commission already has; the Commission does not plan to interview the buyers of those divested assets. The Bureau of Competition’s Compliance Division maintains close contact with the monitors appointed in the majority of these orders, and the monitors and respondents file periodic reports as required by the orders. As a result, staff has a great deal of information on the status of the pharmaceutical divestitures, particularly with respect to whether the buyers have obtained appropriate regulatory approvals and 3 The Commission has consistently required upfront buyers in supermarket cases since it obtained civil penalties and additional relief from Schnuck Markets, Inc., resulting from its failure to adequately maintain supermarket assets pending their divestiture. See FTC v. Schnuck Markets, Inc., No. 4:97CV01830CEJ (E.D. Mo. Sept. 16, 1997). E:\FR\FM\16JAN1.SGM 16JAN1 Federal Register / Vol. 80, No. 11 / Friday, January 16, 2015 / Notices whether the buyers have introduced the product(s). Rather than attempt to interview all of these buyers, staff will collect the information it has and contact the monitors for follow-up information if necessary. Occasionally, follow-up phone calls with the buyers may be necessary; however, staff will decide that on a case-by-case basis. The Commission anticipates results from this study to be instructive. Partly in response to the prior study’s results, the Commission immediately implemented various modifications to its divestiture process, and it still relies on the learning from that study’s interviews to craft and enforce remedies today. The Commission has not systematically evaluated the effects of those changes in achieving the remedial goals of the orders and believes it is appropriate to do so now. B. PRA Burden Analysis asabaliauskas on DSK5VPTVN1PROD with NOTICES 1. Estimated Hours Burden a. Interviews and Questionnaires As described above, one component of the proposed study concerns fiftythree merger orders approving fortyseven buyers of divested assets. Commission staff will attempt to interview the forty-seven buyers as well as, on average, two customers and two competitors of each buyer in each affected market. Ten of the fifty-three orders required only non-structural relief, so there are no buyers for those ten; the Commission proposes to interview, on average, two customers and two competitors in each of those affected markets. In several of the orders, the relief applies to more than one relevant geographic or product market, even though there may be only one buyer of divested assets (or no buyer in the orders requiring only nonstructural relief). In other words, although only one buyer acquired assets, those assets enabled the one buyer to operate in more than one geographic market and/or more than one product market; there are potentially different customers and competitors of the one buyer in each of the different markets. There are approximately ten additional such markets in which there may be additional customers and competitors. Commission staff estimates that there will be 315 interviews [(47 buyers) + (47 × 4 customers/ competitors) + (10 non-structural remedies × 4 customers/competitors) + (10 additional markets × 4 customers/ competitors)]. Commission staff anticipates that for each interview, two people will participate on behalf of the interviewee, and in many cases, an attorney may also participate. The VerDate Sep<11>2014 17:36 Jan 15, 2015 Jkt 235001 interview will last approximately an hour to an hour-and-a-half. Commission staff estimates that an hour of preparation time for each interviewee and three hours for the attorney may be required. The estimated total time involved for three participants in this part of the study will thus be 2,993 hours [315 interviews × (4.5 interview hours + 5 preparation time hours)]. As another component of the study, the Commission proposes sending brief questionnaires to the approximately forty buyers of divested assets under the fifteen orders issued from 2006 through 2012 requiring divestiture of supermarkets, drug stores, funeral homes, and hospitals and other clinics.4 Commission staff anticipates that it will take an hour for the CEO or other toplevel manager and two hours for a marketing or sales manager to complete the questionnaire and then approximately three hours for an attorney to review it. The estimated total time involved for three participants in this part of the study will thus be 240 hours [40 participants × 6 hours]. b. Sales Data Component As an additional component of this study, the FTC proposes obtaining and analyzing sales data in order to assess the relative health and success of divested entities approved in the fiftythree orders, and, to the extent possible, whether the order achieved its remedial goal. Specifically, the FTC will issue orders to file special reports requesting annual sales data (in units and dollars) for all significant competitors in each remedied market for the calendar year of the remedy, for each of the three calendar years prior to the remedy, and for each of the three calendar years following the remedy. This data can be derived from the data that firms collect as a part of their normal course of business, so for many, if not all, of the companies the limited data requested will not pose significant burdens for the relevant parties. While the majority of these fifty-three remedied matters involve only a single market, others implicate multiple geographic and product markets. As a result, the FTC anticipates sending special reports to market competitors in approximately seventy markets. A review of the study sample further indicates that, on average, staff will send special reports to four market 4 FTC staff will give recipients of the questionnaires the option of responding to the questionnaire via telephone interview rather than responding in writing. Because the time and cost involved under either option will be similar, for purposes of estimating the burden, FTC staff has assumed written responses from the recipients. PO 00000 Frm 00045 Fmt 4703 Sfmt 4703 2425 competitors in each of the remedied markets, resulting in 280 orders to file special reports [70 markets x 4 competitors/market].5 The Commission estimates that three people will be involved in the response to each special report—a senior finance executive, an accountant or financial analyst, and an attorney—and that the total time involved in responding to each report will be ten hours. Accordingly, the total amount of time involved for the participants in this part of the study will be approximately 2,800 hours [280 special reports × 10 hours/report]. 2. Estimated Cost Burden a. Interviews and Questionnaires The majority of costs incurred for each firm interviewed will be labor costs. Commission staff anticipates minimal capital or other non-labor costs. Staff also anticipates that toplevel managers will participate in each of the interviews, possibly the CEO or president and a marketing or sales manager. In many cases, the firms will likely request that the firm’s attorney also participate. Based on external wage data, the estimated hourly wages 6 for the expected participants are: CEO $655 Sales/Marketing Manager $215 Attorney $135 The interview will take approximately an hour-and-a-half; the interviewees will spend approximately an hour to prepare, and the attorney will spend three hours preparing and reviewing. If all three individuals participate, for each firm total wages, rounded, will be approximately $2,783 [($655 × 2.5) + ($215 × 2.5) + ($135 × 4.5)]. If the FTC staff interviews 315 different entities, total labor cost will be $878,645 [315 × $2,783]. Commission staff anticipates that to fill out the questionnaires, respondents will incur primarily labor costs, with minimal capital or other non-labor costs. Commission staff estimates that those labor costs, to complete and review the questionnaire, will be broken down as follows: one hour for the CEO, president, or other top-level manager; two hours for a marketing or sales manager; and up to three hours for an attorney to review the material. For each 5 The FTC will request data from all significant market competitors, which will include those firms that are interviewed (the buyer and, on average, two other competitors), but may include additional firms as well. 6 Figures based on national median salaries, including bonuses and benefits, divided by a 2,080 hour work year (52 weeks × 40 hours/week), for a ‘‘Chief Executive Officer,’’ ‘‘Top Sales & Marketing Executive,’’ and ‘‘Managing Attorney,’’ respectively, at www.salary.com. E:\FR\FM\16JAN1.SGM 16JAN1 2426 Federal Register / Vol. 80, No. 11 / Friday, January 16, 2015 / Notices firm, total wages will be $1,490 [$655 + ($215 × 2) + ($135 × 3)]. Staff anticipates obtaining completed questionnaires from the approximately forty buyers, for an associated labor cost total of $59,600 [40 × $1,490]. asabaliauskas on DSK5VPTVN1PROD with NOTICES b. Sales Data Component As was the case above, the majority of the costs incurred for compliance with the special reports will be labor costs. The Commission anticipates that a toplevel financial manager, an accountant or financial analyst, and an attorney will be involved in any discussions relating to the special reports and in responding to the special reports. Specifically, it is expected that each of these individuals would be involved in a two-hour discussion with Commission staff prior to compliance, and that the financial analyst would require four hours to compile the data. Based on external wage data, the estimated hourly wages for the expected participants are: 7 Financial Manager $75 Accountant $55 Attorney $135 Total wage costs for each special report will be $750 [($75 × 2) + ($135 × 2) + ($55 × 6)]. If the Commission issues 280 special reports, the total cost of complying with compulsory process will be $210,000 [280 × $750]. IV. Confidentiality Some of the information the Commission will receive in connection with the study is information of a confidential nature. Under Section 6(f) of the FTC Act, such information is protected from public disclosure for as long as it qualifies as a trade secret or confidential commercial or financial information. 15 U.S.C. 46(f). Material protected by Section 6(f) also would be exempt from disclosure under the Freedom of Information Act, 5 U.S.C. 552. Moreover, under Section 21(c) of the FTC Act, a submitter who designates information as confidential is entitled to 10 days’ advance notice of any anticipated public disclosure by the Commission, assuming that the Commission has determined that the information does not, in fact, constitute Section 6(f) material. 15 U.S.C. 57b–2(c). Although materials covered by these sections are protected by stringent confidentiality constraints, the FTC Act and the Commission’s rules authorize disclosure in limited circumstances (e.g., official requests by Congress, 7 Figures based on national median salaries, including bonuses and benefits, divided by a 2,080 hour work year (52 weeks × 40 hours/week), for a ‘‘Financial Reporting Manager’’ and ‘‘Lead Accountant,’’ respectively, at www.salary.com. See also supra note 6 (attorney salary source data). VerDate Sep<11>2014 17:36 Jan 15, 2015 Jkt 235001 requests from other agencies for law enforcement purposes, administrative or judicial proceedings). Even in those limited contexts, however, the Commission’s rules may afford protections to the submitter, such as advance notice to seek a protective order prior to disclosure in an administrative or judicial proceeding. See 15 U.S.C. 57b–2(c); 16 CFR 4.9– 4.11. V. Request for Comment Under the PRA, 44 U.S.C. 3501–3521, federal agencies must obtain approval from OMB for each collection of information they conduct or sponsor. ‘‘Collection of information’’ means agency requests or requirements that members of the public submit reports, keep records, or provide information to a third party. 44 U.S.C. 3502(3); 5 CFR 1320.3(c). As required by section 3506(c)(2)(A) of the PRA, the FTC is providing this opportunity for public comment before requesting that OMB approve the collection of information for the study. Pursuant to Section 3506(c)(2)(A) of the PRA, the FTC invites comments on: (1) Whether participation in the study is necessary, including whether the information will be practically useful; (2) the accuracy of our burden estimates, including whether the methodology and assumptions used are valid; (3) ways to enhance the quality, utility, and clarity of the information to be collected; and (4) ways to minimize the burden of the collection of information. You can file a comment online or on paper. For the Commission to consider your comment, we must receive it on or before March 17, 2015. Write ‘‘Remedy Study, P143100’’ 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 PO 00000 Frm 00046 Fmt 4703 Sfmt 4703 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 must follow the procedure explained in FTC Rule 4.9(c), 16 CFR 4.9(c).8 Your comment will be kept confidential only if the FTC General Counsel 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/ hsr2014divestiturestudypra, by following the instructions on the webbased 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 ‘‘Remedy Study, P143100’’ on your comment and on the envelope, and mail it to the following address: Federal Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW., Suite CC–5610 (Annex J), 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 J), 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 8 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). E:\FR\FM\16JAN1.SGM 16JAN1 Federal Register / Vol. 80, No. 11 / Friday, January 16, 2015 / Notices appropriate. The Commission will consider all timely and responsive public comments that it receives on or before March 17, 2015. For information Date first accepted by the commission on the Commission’s privacy policy, including routine uses permitted by the Privacy Act, see http://www.ftc.gov/ftc/ privacy.htm. Docket No. Appendix Matter name Interviews 1. 04/20/06 ................................................ 2. 07/07/06 ................................................ 3. 07/18/06 ................................................ 4. 08/18/06 ................................................ 5. 10/03/06 ................................................ 6. 10/17/06 ................................................ 7. 12/28/06 ................................................ 8. 01/25/07 ................................................ 9. 08/09/07 ................................................ 10. 09/15/07 .............................................. 11. 10/09/07 .............................................. 12. 10/26/07 .............................................. 13. 04/28/08 .............................................. 14. 05/05/08 .............................................. 15. 06/30/08 .............................................. 16. 07/10/08 .............................................. 17. 07/17/08 .............................................. 18. 07/30/08 .............................................. 19. 09/15/08 .............................................. 20. 09/16/08 .............................................. 21. 12/23/08 .............................................. 22. 01/23/09 .............................................. 23. 01/29/09 .............................................. 24. 02/26/09 .............................................. 25. 04/02/09 .............................................. 26. 09/25/09 .............................................. 27. 11/24/09 .............................................. 28. 01/27/10 .............................................. 29. 02/26/10 .............................................. 30. 05/07/10 .............................................. 31. 05/14/10 .............................................. 32. 06/30/10 .............................................. 33. 07/14/10 .............................................. 34. 07/16/10 .............................................. 35. 07/28/10 .............................................. 36. 09/10/10 .............................................. 37. 09/27/10 .............................................. 38. 10/11/10 .............................................. 39. 12/29/10 .............................................. 40. 05/26/11 .............................................. 41. 10/28/11 .............................................. 42. 12/08/11 .............................................. 43. 01/11/12 .............................................. 44. 02/29/12 .............................................. 45. 03/05/12 .............................................. 46. 04/26/12 .............................................. 47. 05/01/12 .............................................. 48. 06/11/12 .............................................. 49. 08/06/12 .............................................. 50. 10/12/12 .............................................. 51. 10/31/12 .............................................. 52. 11/15/12 .............................................. 53. 11/26/12 .............................................. C C C C C C C C C C C C C C C C C C C C C C C C C C C C C D C C C C C C C C C C C C C C C C C C C C C C C 4164 4165 4163 4173 4188 4170 4181 4183 4196 4202 4201 4210 4228 4219 4233 4231 4224 4225 4236 4257 4244 4243 4251 4254 4253 4273 4274 4283 4301 9342 4292 4293 4297 4300 4298 4299 4305 4307 4314 4328 4340 4341 4346 4349 4350 4368 4355 4363 4366 4381 4380 4376 4377 Boston Scientific Corp/Guidant Corp. Hologic, Inc./Fischer Imaging. Linde/BOC. EPCO/TEPPCO. The Boeing Company/Lockheed Martin Corp. Thermo Electron/Fisher Scientific. General Dynamics OTS. Kinder Morgan inc. Jarden Corporation/K2, Inc. Fresenius AG/American Renal Association. Kyphon, Inc/Disc-o-tech. Compagnie de Saint-Gobain/Owens Corning. Talx Corporation. Agrium Inc./UAP Holding Corporation. Carlyle Partners/JP Morgan. Flow International Corporation/Omax Corp. Pernod Ricard/V&S Spirits. McCormick & Company/Unilever Group. Fresenius SE/Daiichi Sankyo. Reed Elsevier PLC/ChoicePoint Inc. Inverness Medical Innovations, Inc./ACON. Dow Chemical/Rohm & Haas. Getinge AB/Datascope Corp. Lubrizol/Lockhart Chemical. BASF/Ciba Specialty Chemicals. K&S AG/Dow Chemical. Panasonic/Sanyo. Danaher Corp/MDS. PepsiCo Inc./Pepsi Bottling. MDR (The Dun & Bradstreet Corp)/QED. Varian, Inc./Agilent, Inc. Pilot/Flying J. AEA Investors/Wilh.Werhahn. Fidelity/LandAmerica. NuFarm/A.H. Marks Holdings, Ltd. Airgas/Air Products and Chemicals. Coca-Cola/Coca-Cola Enterprise. Simon Property Group/Prime Outlets. Keystone/Compagnie de Saint-Gobain. Irving/Exxon Mobil. IMS Health/SDI Health. LabCorp/Orchid Cellmark. Amerigas/ETP. Carpenter/HHEP-Latrobe. Western Digital/Hitachi. CoStar/Loopnet. Kinder Morgan/El Paso. Johnson & Johnson/Synthes. Renown Health/Reno Heart Physicians. Magnesium Elektron. Corning, Inc. Hertz Global Holdings. Robert Bosch. Questionnaires asabaliauskas on DSK5VPTVN1PROD with NOTICES Supermarkets and drug stores 1. 2. 3. 4. 5. 06/04/07 06/05/07 11/27/07 08/04/10 06/15/12 ................................................ ................................................ ................................................ ................................................ ................................................ C D C C C 4191 9324 4209 4295 4367 Rite Aid/Eckerd. Whole Foods. A&P/Pathmark. Topps. Giant/Safeway. Funeral homes 6. 11/22/06 ................................................ VerDate Sep<11>2014 17:36 Jan 15, 2015 Jkt 235001 C 4174 PO 00000 SCI/Alderwoods. Frm 00047 Fmt 4703 Sfmt 4703 E:\FR\FM\16JAN1.SGM 16JAN1 2427 2428 Federal Register / Vol. 80, No. 11 / Friday, January 16, 2015 / Notices Date first accepted by the commission Docket No. 7. 11/24/09 ................................................ 8. 3/25/10 .................................................. C 4275 C 4284 Matter name SCI/Palm. SCI/Keystone. Hospitals and other clinics 9. 03/30/06 ................................................ 10. 10/07/09 .............................................. 11. 11/25/10 .............................................. 12. 07/21/11 .............................................. 13. 09/02/11 .............................................. 14. 02/28/12 .............................................. 15. 10/5/12 ................................................ C D C C C C C By direction of the Commission. Donald S. Clark, Secretary. 4159 9338 4309 4339 4334 4348 4372 Fresenius AG. Carilion Clinic. Universal/PSI. Cardinal/Biotech. Davita/DSI. Fresenius AG. Universal/Ascend. DC 20201. Comments may also be sent to napa@hhs.gov. Those submitting written comments should identify themselves and any relevant organizational affiliations. FOR FURTHER INFORMATION CONTACT: [FR Doc. 2015–00666 Filed 1–15–15; 8:45 am] BILLING CODE 6750–01–P DEPARTMENT OF HEALTH AND HUMAN SERVICES Advisory Council on Alzheimer’s Research, Care, and Services; Meeting Assistant Secretary for Planning and Evaluation, HHS. ACTION: Notice of meeting. AGENCY: This notice announces the public meeting of the Advisory Council on Alzheimer’s Research, Care, and Services (Advisory Council). The Advisory Council on Alzheimer’s Research, Care, and Services provides advice on how to prevent or reduce the burden of Alzheimer’s disease and related dementias on people with the disease and their caregivers. During the January meeting, the Advisory Council will hear a presentation on IOM’s final expert panel on Advanced Dementia, which will provide additional recommendations for the Council to consider. The Advisory Council will spend the majority of the meeting considering recommendations made by each of the three subcommittees for updates to the 2015 National Plan. DATES: The meeting will be held on January 26th, 2014 from 9 a.m. to 5 p.m. EDT. ADDRESSES: The meeting will be held in the Great Hall in the Hubert H. Humphrey Building, 200 Independence Avenue SW., Washington, DC 20201. Comments: Time is allocated midmorning on the agenda to hear public comments. The time for oral comments will be limited to two (2) minutes per individual. In lieu of oral comments, formal written comments may be submitted for the record to Rohini Khillan, OASPE, 200 Independence Avenue SW., Room 424E, Washington, asabaliauskas on DSK5VPTVN1PROD with NOTICES SUMMARY: VerDate Sep<11>2014 17:36 Jan 15, 2015 Jkt 235001 Authority: 42 U.S.C. 11225; Section 2(e)(3) of the National Alzheimer’s Project Act. The panel is governed by provisions of Public Law 92–463, as amended (5 U.S.C. Appendix 2), which sets forth standards for the formation and use of advisory committees. Dated: January 5, 2015. Richard G. Frank, Assistant Secretary for Planning and Evaluation. Rohini Khillan (202) 690–5932, rohini.khillan@hhs.gov. Note: Seating may be limited. Those wishing to attend the meeting must send an email to napa@hhs.gov and put ‘‘January 26 Meeting Attendance’’ in the Subject line by Friday, January 16, so that their names may be put on a list of expected attendees and forwarded to the security officers at the Department of Health and Human Services. Any interested member of the public who is a non-U.S. citizen should include this information at the time of registration to ensure that the appropriate security procedure to gain entry to the building is carried out. Although the meeting is open to the public, procedures governing security and the entrance to Federal buildings may change without notice. If you wish to make a public comment, you must note that within your email. Notice of these meetings is given under the Federal Advisory Committee Act (5 U.S.C. App. 2, section 10(a)(1) and (a)(2)). Topics of the Meeting: The Advisory Council will hear presentations on the basics of long-term care, including presentations on programs, settings, and payers. The Council will use a portion of the meeting to review the work it has accomplished thus far towards the 2025 goals, and then discuss the process for developing recommendations for the 2015 update to the National Plan. The Council will also hear presentations from the three subcommittees (Research, Clinical Care, Long-Term Services and Supports, and Ethics). Procedure and Agenda: This meeting is open to the public. Please allow 30 minutes to go through security and walk to the meeting room. The meeting will also be webcast at www.hhs.gov/live. SUPPLEMENTARY INFORMATION: PO 00000 Frm 00048 Fmt 4703 Sfmt 4703 [FR Doc. 2015–00517 Filed 1–15–15; 8:45 am] BILLING CODE 4150–28–P DEPARTMENT OF HEALTH AND HUMAN SERVICES Centers for Disease Control and Prevention [30Day–15–14AYC] Agency Forms Undergoing Paperwork Reduction Act Review The Centers for Disease Control and Prevention (CDC) has submitted the following information collection request to the Office of Management and Budget (OMB) for review and approval in accordance with the Paperwork Reduction Act of 1995. The notice for the proposed information collection is published to obtain comments from the public and affected agencies. Written comments and suggestions from the public and affected agencies concerning the proposed collection of information are encouraged. Your comments should address any of the following: (a) Evaluate whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) Evaluate the accuracy of the agencies estimate of the burden of the proposed collection of information, including the validity of the methodology and assumptions used; (c) Enhance the quality, utility, and clarity of the information to be collected; (d) Minimize the burden of the collection of information on those who are to respond, including through E:\FR\FM\16JAN1.SGM 16JAN1

Agencies

[Federal Register Volume 80, Number 11 (Friday, January 16, 2015)]
[Notices]
[Pages 2423-2428]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2015-00666]


=======================================================================
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FEDERAL TRADE COMMISSION


Agency Information Collection Activities; Proposed Collection; 
Comment Request

AGENCY: Federal Trade Commission (``Commission'' or ``FTC'').

ACTION: Notice; request for comments.

-----------------------------------------------------------------------

SUMMARY: The Commission plans to conduct a study to update and expand 
on the divestiture study it conducted in the mid-1990s to assess the 
effectiveness of the Commission's policies and practices regarding 
remedial orders where the Commission has permitted a merger but 
required a divestiture or other remedy, and identify the factors that 
contributed to the Commission successfully or unsuccessfully achieving 
the remedial goals of the orders. This is the first of two notices 
required under the Paperwork Reduction Act (``PRA'') in which the 
Commission seeks public comment on its proposed study before requesting 
Office of Management and Budget (``OMB'') review of, and clearance for, 
the collection of information discussed herein.

DATES: Comments must be received on or before March 17, 2015.

ADDRESSES: Interested parties may file a comment online or on paper, by 
following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Write ``Remedy Study, FTC File 
No. P143100'' on your comment and file your comment online at https://ftcpublic.commentworks.com/ftc/hsr2014divestiturestudypra by following 
the instructions on the web-based form. If you prefer to file your 
comment on paper, write ``Remedy Study, FTC File No. P143100'' 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 J), 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 J), Washington, DC 20024.

FOR FURTHER INFORMATION CONTACT: Daniel P. Ducore, Assistant Director, 
202-326-2526, Compliance Division, Bureau of Competition, Federal Trade 
Commission, Washington, DC 20580, or Timothy Deyak, Associate Director, 
202-326-3742, Bureau of Economics, Federal Trade Commission, 
Washington, DC 20580.

SUPPLEMENTARY INFORMATION: 

I. Summary

    The FTC, along with the Antitrust Division of the Department of 
Justice, enforces the antitrust laws. Under this authority, the 
Commission examines consummated and proposed transactions to determine 
whether anticompetitive effects are likely because of the transaction. 
Each year, the Commission challenges a number of transactions. Most of 
those are resolved through a consent order providing a remedy to 
address the competitive concern. In horizontal mergers, the Commission 
typically requires a divestiture of assets to remedy the probable 
anticompetitive effects of the transaction. In a study that began in 
1995 and culminated with the publication of a report in August 1999, 
the FTC's Bureau of Competition evaluated those divestitures the 
Commission ordered from FY 1990 through FY 1994. The Commission refined 
and improved its divestiture orders partly as a result of that study. 
The Commission now proposes a new study to focus on more recent orders, 
both divestiture orders that incorporated modifications based on the 
prior study and orders that required remedies other than divestitures.

II. Background

    In the mid-1990s, taking advantage of its unique research and study 
function, the Commission authorized a study of Commission-ordered 
divestitures. As part of that study, which was conducted by the Bureaus 
of Competition and Economics, Commission staff interviewed thirty-seven 
buyers out of the fifty that acquired assets under the thirty-five 
orders the Commission issued from FY 1990 through FY 1994. The study 
yielded valuable information. The FTC's Bureau of Competition 
synthesized, summarized, and made available to the public the learning 
gained from the interviews, in a report the Bureau of Competition 
issued in August 1999. The report is available on the FTC's Web site at 
http://www.ftc.gov/sites/default/files/attachments/merger-review/divestiture.pdf.
    Based on the study, the Commission implemented several changes to 
its divestiture process. First, it shortened the divestiture period 
from a largely standard twelve months to six or fewer months. Second, 
recognizing the risks posed by divestitures of assets that comprised 
less than an on-going business, the Commission began more consistently 
requiring up-front buyers in cases in which it allowed such a 
divestiture. Third, the Commission began requiring monitors more 
frequently, particularly in divestitures in technology and 
pharmaceutical industries. These changes were implemented almost 
immediately, and the Commission and its staff still rely on the 
findings from the study as they craft and enforce the Commission's 
remedies.
    The FTC has not conducted a broad review of its divestitures since 
the earlier study and the resulting modifications based on it. 
Accordingly, the Commission now proposes a new study to focus on more 
recent orders, many of which incorporated these modifications, and to 
include some orders that did not require divestitures.

III. FTC's Proposed Study

A. Description of the Collection of Information and Proposed Use

    Since the period covered by the prior remedy study through 2013, 
the Commission issued 281 orders in merger cases. Of those, the 
Commission proposes to study all ninety-two orders issued from 2006 
through 2012. The Commission chose the latter period because it is not 
so long ago that the parties are likely to have forgotten details, but 
it is sufficiently long to assess whether divestiture orders created 
new competitors and whether merger orders, including divestiture 
orders, achieved their remedial goals.\1\ The industries covered in 
this period are generally representative of those in the longer period 
from 1995 through 2013.
---------------------------------------------------------------------------

    \1\ The purpose of this remedy study differs from the aims of 
other more specific, in-depth merger retrospectives, such as those 
examining hospital, petroleum, and grocery store mergers.
---------------------------------------------------------------------------

    The Commission proposes to use a similar case study method as was 
used in the earlier study to evaluate the majority of the orders the 
Commission issued during this period. Staff will employ this approach 
on the fifty-three orders in which the Commission required a remedy in 
a variety of markets ranging from fishing lines, pipelines, and 
specialty metals to medical market research, pesticides, rock salt, and 
chemical rust inhibitors. The Appendix lists the fifty-three orders in 
chronological order based on the date first accepted by the Commission. 
Of the fifty-three merger orders the Commission issued during this 
period, forty-three orders required divestitures;

[[Page 2424]]

under those orders, the Commission approved divestitures to forty-seven 
different buyers. The Commission proposes interviewing the forty-seven 
buyers as well as, on average, two other competitors, including the 
respondent, and, on average, two customers in each of the affected 
markets. For the ten orders in which the Commission ordered only non-
structural relief, and where there are therefore no buyers, the 
Commission proposes interviewing, on average, two competitors, 
including the respondent, and, on average, two customers in each 
market.
    Although the FTC will seek voluntary interviews in the first 
instance, it may rely on compulsory process where necessary to obtain 
the information it needs for the study. The interviews will, to the 
extent possible, be conducted by attorneys and economists who are 
familiar with the order from their work during the time it was issued. 
Each interviewer will use similar outlines for the interviews, focusing 
broadly on the same topics. To the extent unique issues arise with 
respect to particular divestitures, the interviewer will pursue those 
issues as well.
    Although the buyer interviews will be similar to those in the 
earlier study, staff will focus on several specific issues, some of 
which arose from the changes made based on the earlier study. Those 
issues include:
     Whether the increased use of buyers-up-front hindered the 
buyer's ability to conduct adequate due diligence.
     Whether shortening the divestiture period had any adverse 
effect on the buyers and the process.
     To what extent the staff's review of buyers and monitors 
may have been inadequate.
     Whether the orders have effectively defined the assets of 
an autonomous business (when that was the purpose).
     Whether assets outside of the relevant market have been 
properly included in the divestiture package when necessary.
     Whether Commission orders have effectively required 
sufficient technical assistance or other nurturing provisions when 
necessary.
     Whether monitors have provided the oversight that the 
Commission expected.
     Whether the respondent impeded the buyer's ability to 
compete in the market.
    In addition to interviewing buyers, the Commission will also 
interview customers and other competitors (including the respondent) in 
each affected market. The additional interviews will be used (along 
with the buyer interviews) to attempt to assess further whether the 
Commission's orders achieved their remedial goals. These interviews 
will address some additional points, and, where appropriate, will cover 
some of the issues noted above. These additional points include:
     Identifying the leading suppliers (and their market 
shares) of the product before and after the remedy.
     Whether the buyer competed in a manner that was as 
effective as the previous owner of the divested assets.
     Whether any other significant changes took place in the 
market after the remedy was implemented (e.g., entry, exit, or other 
merger).
     The interviewee's views on how the merger would have 
affected the competitive environment absent the remedy.
     The interviewee's views about the market's competitiveness 
before and after the acquisition and remedy.
    All interviews will be conducted in a flexible manner, and certain 
specific questions will be explored as particular cases, and interview 
responses, indicate.
    In addition to conducting interviews, the FTC will require 
information from each buyer and significant competitor, including the 
respondent, in each market by issuing orders to file special reports 
under its authority in Section 6(b) of the Federal Trade Commission 
Act. Information will be sought from as many as 280 participants. The 
special reports will request very limited annual unit and dollar sales 
data for the year the remedy took place, three years before the remedy, 
and three years after it. These data will supplement and complement the 
interview information for the assessment of whether the Commission's 
orders achieved their remedial goals.\2\
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    \2\ The Commission plans to ask recipients of the 6(b) report 
request to provide their annual net sales in dollars and units of 
the relevant product in the geographic market, for the calendar year 
in which the remedy took place and for each of the three calendar 
years before and after the remedy took place. If a company has 
fiscal year dollar and unit sales figures that are not calendar year 
sales, it will be asked to describe its fiscal year, provide the 
data requested for the company's fiscal years closest to the 
calendar years requested, to estimate the requested calendar year 
dollar and unit sales, and to describe the basis upon which those 
estimates were made. If the requested data are not available for the 
product and the geographic market, the company will be asked to 
estimate the dollar and unit sales data requested and to describe 
the basis upon which its estimates were made.
---------------------------------------------------------------------------

    The Commission proposes to use a different method to evaluate 
merger orders in certain other industries. The Commission has extensive 
expertise in crafting remedies for mergers in certain industries, 
including supermarkets, drug stores, funeral homes, hospitals and other 
clinics, and pharmaceuticals. It has implemented remedies relating to 
mergers in those industries using well-established methods and standard 
provisions tailored to each industry.
    Thus, for the fifteen orders the Commission issued from 2006 
through 2012 in which the Commission required over forty divestitures 
of supermarkets, drug stores, funeral homes, and hospitals and other 
clinics, also listed in the Appendix, the Commission does not propose 
interviewing all buyers. Instead, it proposes sending for voluntary 
response brief questionnaires to those buyers asking focused, specific 
questions that have arisen with respect to divestitures in those 
industries. For example, if the divested assets comprised a combination 
of assets of the acquiring party and of the acquired party, or if the 
divested assets comprised less than all of one merging firm's assets in 
the particular market, did either situation disadvantage the firm 
buying the assets? Did allowing divestiture of a small subset of a 
large network of assets disadvantage the buyer in relation to a large 
respondent? Did asset deterioration issues arise in cases other than 
the supermarket cases \3\ that might warrant up-front divestitures in 
those other industries? Interviews with all buyers are not necessary 
because repeated enforcement actions in each of these industries have 
informed staff's approach to crafting subsequent orders. Once staff 
receives responses to the questionnaires, it will determine, on a case-
by-case basis, whether follow-up phone calls with the buyers may be 
necessary.
---------------------------------------------------------------------------

    \3\ The Commission has consistently required upfront buyers in 
supermarket cases since it obtained civil penalties and additional 
relief from Schnuck Markets, Inc., resulting from its failure to 
adequately maintain supermarket assets pending their divestiture. 
See FTC v. Schnuck Markets, Inc., No. 4:97CV01830CEJ (E.D. Mo. Sept. 
16, 1997).
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    For the twenty-four orders that the Commission issued from 2006 
through 2012 requiring divestitures in the pharmaceutical industry, 
staff will synthesize the information the Commission already has; the 
Commission does not plan to interview the buyers of those divested 
assets. The Bureau of Competition's Compliance Division maintains close 
contact with the monitors appointed in the majority of these orders, 
and the monitors and respondents file periodic reports as required by 
the orders. As a result, staff has a great deal of information on the 
status of the pharmaceutical divestitures, particularly with respect to 
whether the buyers have obtained appropriate regulatory approvals and

[[Page 2425]]

whether the buyers have introduced the product(s). Rather than attempt 
to interview all of these buyers, staff will collect the information it 
has and contact the monitors for follow-up information if necessary. 
Occasionally, follow-up phone calls with the buyers may be necessary; 
however, staff will decide that on a case-by-case basis.
    The Commission anticipates results from this study to be 
instructive. Partly in response to the prior study's results, the 
Commission immediately implemented various modifications to its 
divestiture process, and it still relies on the learning from that 
study's interviews to craft and enforce remedies today. The Commission 
has not systematically evaluated the effects of those changes in 
achieving the remedial goals of the orders and believes it is 
appropriate to do so now.

B. PRA Burden Analysis

1. Estimated Hours Burden
a. Interviews and Questionnaires
    As described above, one component of the proposed study concerns 
fifty-three merger orders approving forty-seven buyers of divested 
assets. Commission staff will attempt to interview the forty-seven 
buyers as well as, on average, two customers and two competitors of 
each buyer in each affected market. Ten of the fifty-three orders 
required only non-structural relief, so there are no buyers for those 
ten; the Commission proposes to interview, on average, two customers 
and two competitors in each of those affected markets. In several of 
the orders, the relief applies to more than one relevant geographic or 
product market, even though there may be only one buyer of divested 
assets (or no buyer in the orders requiring only non-structural 
relief). In other words, although only one buyer acquired assets, those 
assets enabled the one buyer to operate in more than one geographic 
market and/or more than one product market; there are potentially 
different customers and competitors of the one buyer in each of the 
different markets. There are approximately ten additional such markets 
in which there may be additional customers and competitors. Commission 
staff estimates that there will be 315 interviews [(47 buyers) + (47 x 
4 customers/competitors) + (10 non-structural remedies x 4 customers/
competitors) + (10 additional markets x 4 customers/competitors)]. 
Commission staff anticipates that for each interview, two people will 
participate on behalf of the interviewee, and in many cases, an 
attorney may also participate. The interview will last approximately an 
hour to an hour-and-a-half. Commission staff estimates that an hour of 
preparation time for each interviewee and three hours for the attorney 
may be required. The estimated total time involved for three 
participants in this part of the study will thus be 2,993 hours [315 
interviews x (4.5 interview hours + 5 preparation time hours)].
    As another component of the study, the Commission proposes sending 
brief questionnaires to the approximately forty buyers of divested 
assets under the fifteen orders issued from 2006 through 2012 requiring 
divestiture of supermarkets, drug stores, funeral homes, and hospitals 
and other clinics.\4\ Commission staff anticipates that it will take an 
hour for the CEO or other top-level manager and two hours for a 
marketing or sales manager to complete the questionnaire and then 
approximately three hours for an attorney to review it. The estimated 
total time involved for three participants in this part of the study 
will thus be 240 hours [40 participants x 6 hours].
---------------------------------------------------------------------------

    \4\ FTC staff will give recipients of the questionnaires the 
option of responding to the questionnaire via telephone interview 
rather than responding in writing. Because the time and cost 
involved under either option will be similar, for purposes of 
estimating the burden, FTC staff has assumed written responses from 
the recipients.
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b. Sales Data Component
    As an additional component of this study, the FTC proposes 
obtaining and analyzing sales data in order to assess the relative 
health and success of divested entities approved in the fifty-three 
orders, and, to the extent possible, whether the order achieved its 
remedial goal. Specifically, the FTC will issue orders to file special 
reports requesting annual sales data (in units and dollars) for all 
significant competitors in each remedied market for the calendar year 
of the remedy, for each of the three calendar years prior to the 
remedy, and for each of the three calendar years following the remedy. 
This data can be derived from the data that firms collect as a part of 
their normal course of business, so for many, if not all, of the 
companies the limited data requested will not pose significant burdens 
for the relevant parties.
    While the majority of these fifty-three remedied matters involve 
only a single market, others implicate multiple geographic and product 
markets. As a result, the FTC anticipates sending special reports to 
market competitors in approximately seventy markets. A review of the 
study sample further indicates that, on average, staff will send 
special reports to four market competitors in each of the remedied 
markets, resulting in 280 orders to file special reports [70 markets x 
4 competitors/market].\5\ The Commission estimates that three people 
will be involved in the response to each special report--a senior 
finance executive, an accountant or financial analyst, and an 
attorney--and that the total time involved in responding to each report 
will be ten hours. Accordingly, the total amount of time involved for 
the participants in this part of the study will be approximately 2,800 
hours [280 special reports x 10 hours/report].
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    \5\ The FTC will request data from all significant market 
competitors, which will include those firms that are interviewed 
(the buyer and, on average, two other competitors), but may include 
additional firms as well.
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2. Estimated Cost Burden
a. Interviews and Questionnaires
    The majority of costs incurred for each firm interviewed will be 
labor costs. Commission staff anticipates minimal capital or other non-
labor costs. Staff also anticipates that top-level managers will 
participate in each of the interviews, possibly the CEO or president 
and a marketing or sales manager. In many cases, the firms will likely 
request that the firm's attorney also participate. Based on external 
wage data, the estimated hourly wages \6\ for the expected participants 
are:
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    \6\ Figures based on national median salaries, including bonuses 
and benefits, divided by a 2,080 hour work year (52 weeks x 40 
hours/week), for a ``Chief Executive Officer,'' ``Top Sales & 
Marketing Executive,'' and ``Managing Attorney,'' respectively, at 
www.salary.com.

CEO $655
Sales/Marketing Manager $215
Attorney $135

    The interview will take approximately an hour-and-a-half; the 
interviewees will spend approximately an hour to prepare, and the 
attorney will spend three hours preparing and reviewing. If all three 
individuals participate, for each firm total wages, rounded, will be 
approximately $2,783 [($655 x 2.5) + ($215 x 2.5) + ($135 x 4.5)]. If 
the FTC staff interviews 315 different entities, total labor cost will 
be $878,645 [315 x $2,783].
    Commission staff anticipates that to fill out the questionnaires, 
respondents will incur primarily labor costs, with minimal capital or 
other non-labor costs. Commission staff estimates that those labor 
costs, to complete and review the questionnaire, will be broken down as 
follows: one hour for the CEO, president, or other top-level manager; 
two hours for a marketing or sales manager; and up to three hours for 
an attorney to review the material. For each

[[Page 2426]]

firm, total wages will be $1,490 [$655 + ($215 x 2) + ($135 x 3)]. 
Staff anticipates obtaining completed questionnaires from the 
approximately forty buyers, for an associated labor cost total of 
$59,600 [40 x $1,490].
b. Sales Data Component
    As was the case above, the majority of the costs incurred for 
compliance with the special reports will be labor costs. The Commission 
anticipates that a top-level financial manager, an accountant or 
financial analyst, and an attorney will be involved in any discussions 
relating to the special reports and in responding to the special 
reports. Specifically, it is expected that each of these individuals 
would be involved in a two-hour discussion with Commission staff prior 
to compliance, and that the financial analyst would require four hours 
to compile the data. Based on external wage data, the estimated hourly 
wages for the expected participants are: \7\
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    \7\ Figures based on national median salaries, including bonuses 
and benefits, divided by a 2,080 hour work year (52 weeks x 40 
hours/week), for a ``Financial Reporting Manager'' and ``Lead 
Accountant,'' respectively, at www.salary.com. See also supra note 6 
(attorney salary source data).

Financial Manager $75
Accountant $55
Attorney $135

    Total wage costs for each special report will be $750 [($75 x 2) + 
($135 x 2) + ($55 x 6)]. If the Commission issues 280 special reports, 
the total cost of complying with compulsory process will be $210,000 
[280 x $750].

IV. Confidentiality

    Some of the information the Commission will receive in connection 
with the study is information of a confidential nature. Under Section 
6(f) of the FTC Act, such information is protected from public 
disclosure for as long as it qualifies as a trade secret or 
confidential commercial or financial information. 15 U.S.C. 46(f). 
Material protected by Section 6(f) also would be exempt from disclosure 
under the Freedom of Information Act, 5 U.S.C. 552. Moreover, under 
Section 21(c) of the FTC Act, a submitter who designates information as 
confidential is entitled to 10 days' advance notice of any anticipated 
public disclosure by the Commission, assuming that the Commission has 
determined that the information does not, in fact, constitute Section 
6(f) material. 15 U.S.C. 57b-2(c). Although materials covered by these 
sections are protected by stringent confidentiality constraints, the 
FTC Act and the Commission's rules authorize disclosure in limited 
circumstances (e.g., official requests by Congress, requests from other 
agencies for law enforcement purposes, administrative or judicial 
proceedings). Even in those limited contexts, however, the Commission's 
rules may afford protections to the submitter, such as advance notice 
to seek a protective order prior to disclosure in an administrative or 
judicial proceeding. See 15 U.S.C. 57b-2(c); 16 CFR 4.9-4.11.

V. Request for Comment

    Under the PRA, 44 U.S.C. 3501-3521, federal agencies must obtain 
approval from OMB for each collection of information they conduct or 
sponsor. ``Collection of information'' means agency requests or 
requirements that members of the public submit reports, keep records, 
or provide information to a third party. 44 U.S.C. 3502(3); 5 CFR 
1320.3(c). As required by section 3506(c)(2)(A) of the PRA, the FTC is 
providing this opportunity for public comment before requesting that 
OMB approve the collection of information for the study.
    Pursuant to Section 3506(c)(2)(A) of the PRA, the FTC invites 
comments on: (1) Whether participation in the study is necessary, 
including whether the information will be practically useful; (2) the 
accuracy of our burden estimates, including whether the methodology and 
assumptions used are valid; (3) ways to enhance the quality, utility, 
and clarity of the information to be collected; and (4) ways to 
minimize the burden of the collection of information.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before March 17, 2015. 
Write ``Remedy Study, P143100'' 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 must follow the procedure explained in 
FTC Rule 4.9(c), 16 CFR 4.9(c).\8\ Your comment will be kept 
confidential only if the FTC General Counsel grants your request in 
accordance with the law and the public interest.
---------------------------------------------------------------------------

    \8\ 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/hsr2014divestiturestudypra, 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 ``Remedy Study, P143100'' 
on your comment and on the envelope, and mail it to the following 
address: Federal Trade Commission, Office of the Secretary, 600 
Pennsylvania Avenue NW., Suite CC-5610 (Annex J), 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 J), 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

[[Page 2427]]

appropriate. The Commission will consider all timely and responsive 
public comments that it receives on or before March 17, 2015. For 
information on the Commission's privacy policy, including routine uses 
permitted by the Privacy Act, see http://www.ftc.gov/ftc/privacy.htm.

Appendix



------------------------------------------------------------------------
   Date first accepted by the
           commission              Docket No.          Matter name
------------------------------------------------------------------------
                               Interviews
------------------------------------------------------------------------
1. 04/20/06....................          C 4164  Boston Scientific Corp/
                                                  Guidant Corp.
2. 07/07/06....................          C 4165  Hologic, Inc./Fischer
                                                  Imaging.
3. 07/18/06....................          C 4163  Linde/BOC.
4. 08/18/06....................          C 4173  EPCO/TEPPCO.
5. 10/03/06....................          C 4188  The Boeing Company/
                                                  Lockheed Martin Corp.
6. 10/17/06....................          C 4170  Thermo Electron/Fisher
                                                  Scientific.
7. 12/28/06....................          C 4181  General Dynamics OTS.
8. 01/25/07....................          C 4183  Kinder Morgan inc.
9. 08/09/07....................          C 4196  Jarden Corporation/K2,
                                                  Inc.
10. 09/15/07...................          C 4202  Fresenius AG/American
                                                  Renal Association.
11. 10/09/07...................          C 4201  Kyphon, Inc/Disc-o-
                                                  tech.
12. 10/26/07...................          C 4210  Compagnie de Saint-
                                                  Gobain/Owens Corning.
13. 04/28/08...................          C 4228  Talx Corporation.
14. 05/05/08...................          C 4219  Agrium Inc./UAP Holding
                                                  Corporation.
15. 06/30/08...................          C 4233  Carlyle Partners/JP
                                                  Morgan.
16. 07/10/08...................          C 4231  Flow International
                                                  Corporation/Omax Corp.
17. 07/17/08...................          C 4224  Pernod Ricard/V&S
                                                  Spirits.
18. 07/30/08...................          C 4225  McCormick & Company/
                                                  Unilever Group.
19. 09/15/08...................          C 4236  Fresenius SE/Daiichi
                                                  Sankyo.
20. 09/16/08...................          C 4257  Reed Elsevier PLC/
                                                  ChoicePoint Inc.
21. 12/23/08...................          C 4244  Inverness Medical
                                                  Innovations, Inc./
                                                  ACON.
22. 01/23/09...................          C 4243  Dow Chemical/Rohm &
                                                  Haas.
23. 01/29/09...................          C 4251  Getinge AB/Datascope
                                                  Corp.
24. 02/26/09...................          C 4254  Lubrizol/Lockhart
                                                  Chemical.
25. 04/02/09...................          C 4253  BASF/Ciba Specialty
                                                  Chemicals.
26. 09/25/09...................          C 4273  K&S AG/Dow Chemical.
27. 11/24/09...................          C 4274  Panasonic/Sanyo.
28. 01/27/10...................          C 4283  Danaher Corp/MDS.
29. 02/26/10...................          C 4301  PepsiCo Inc./Pepsi
                                                  Bottling.
30. 05/07/10...................          D 9342  MDR (The Dun &
                                                  Bradstreet Corp)/QED.
31. 05/14/10...................          C 4292  Varian, Inc./Agilent,
                                                  Inc.
32. 06/30/10...................          C 4293  Pilot/Flying J.
33. 07/14/10...................          C 4297  AEA Investors/
                                                  Wilh.Werhahn.
34. 07/16/10...................          C 4300  Fidelity/LandAmerica.
35. 07/28/10...................          C 4298  NuFarm/A.H. Marks
                                                  Holdings, Ltd.
36. 09/10/10...................          C 4299  Airgas/Air Products and
                                                  Chemicals.
37. 09/27/10...................          C 4305  Coca-Cola/Coca-Cola
                                                  Enterprise.
38. 10/11/10...................          C 4307  Simon Property Group/
                                                  Prime Outlets.
39. 12/29/10...................          C 4314  Keystone/Compagnie de
                                                  Saint-Gobain.
40. 05/26/11...................          C 4328  Irving/Exxon Mobil.
41. 10/28/11...................          C 4340  IMS Health/SDI Health.
42. 12/08/11...................          C 4341  LabCorp/Orchid
                                                  Cellmark.
43. 01/11/12...................          C 4346  Amerigas/ETP.
44. 02/29/12...................          C 4349  Carpenter/HHEP-Latrobe.
45. 03/05/12...................          C 4350  Western Digital/
                                                  Hitachi.
46. 04/26/12...................          C 4368  CoStar/Loopnet.
47. 05/01/12...................          C 4355  Kinder Morgan/El Paso.
48. 06/11/12...................          C 4363  Johnson & Johnson/
                                                  Synthes.
49. 08/06/12...................          C 4366  Renown Health/Reno
                                                  Heart Physicians.
50. 10/12/12...................          C 4381  Magnesium Elektron.
51. 10/31/12...................          C 4380  Corning, Inc.
52. 11/15/12...................          C 4376  Hertz Global Holdings.
53. 11/26/12...................          C 4377  Robert Bosch.
------------------------------------------------------------------------
                             Questionnaires
------------------------------------------------------------------------
                      Supermarkets and drug stores
------------------------------------------------------------------------
1. 06/04/07....................          C 4191  Rite Aid/Eckerd.
2. 06/05/07....................          D 9324  Whole Foods.
3. 11/27/07....................          C 4209  A&P/Pathmark.
4. 08/04/10....................          C 4295  Topps.
5. 06/15/12....................          C 4367  Giant/Safeway.
------------------------------------------------------------------------
                              Funeral homes
------------------------------------------------------------------------
6. 11/22/06....................          C 4174  SCI/Alderwoods.

[[Page 2428]]

 
7. 11/24/09....................          C 4275  SCI/Palm.
8. 3/25/10.....................          C 4284  SCI/Keystone.
------------------------------------------------------------------------
                       Hospitals and other clinics
------------------------------------------------------------------------
9. 03/30/06....................          C 4159  Fresenius AG.
10. 10/07/09...................          D 9338  Carilion Clinic.
11. 11/25/10...................          C 4309  Universal/PSI.
12. 07/21/11...................          C 4339  Cardinal/Biotech.
13. 09/02/11...................          C 4334  Davita/DSI.
14. 02/28/12...................          C 4348  Fresenius AG.
15. 10/5/12....................          C 4372  Universal/Ascend.
------------------------------------------------------------------------


    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2015-00666 Filed 1-15-15; 8:45 am]
BILLING CODE 6750-01-P