NXP Semiconductors N.V.; Analysis To Aid Public Comment, 76288-76291 [2015-30894]
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76288
Federal Register / Vol. 80, No. 235 / Tuesday, December 8, 2015 / Notices
GST Trust and William H. Hingst Living
Trust; Robert F. Hingst and Mary M.
Hingst, Co Trustees of Mary M. Hingst
Living Trust; Mary M. Hingst Living
Trust; John C. Hingst; Katherine H.
Hingst, all of Kokomo, Indiana;
Theodore J. Hingst, Trustee of Theodore
J. Hingst GST Trust and Trustee of Ted
Hingst Living Trust; Theodore J. Hingst
GST Trust and Ted Hingst Living Trust,
all of Lafayette, Indiana, as a group
acting in concert; to retain voting shares
of Community First Financial
Corporation, and thereby indirectly
acquire voting shares of Community
First Bank of Indiana, both in Kokomo,
Indiana.
C. Federal Reserve Bank of
Minneapolis (Jacquelyn K. Brunmeier,
Assistant Vice President) 90 Hennepin
Avenue, Minneapolis, Minnesota
55480–0291:
1. Austin D. McLaen and Matthew S.
McLaen, both of Forman, North Dakota,
both to remain members of the McLaen
family shareholder group, and retain
voting shares of Sargent Bankshares,
Inc., and thereby indirectly retain voting
shares of Sargent County Bank, both in
Forman, North Dakota.
Board of Governors of the Federal Reserve
System, December 3, 2015.
Michael J. Lewandowski,
Associate Secretary of the Board.
[FR Doc. 2015–30870 Filed 12–7–15; 8:45 am]
Board of Governors of the Federal Reserve
System, December 3, 2015.
Michael J. Lewandowski,
Associate Secretary of the Board.
BILLING CODE 6210–01–P
FEDERAL RESERVE SYSTEM
[FR Doc. 2015–30871 Filed 12–7–15; 8:45 am]
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Formations of, Acquisitions by, and
Mergers of Bank Holding Companies
BILLING CODE 6210–01–P
The companies listed in this notice
have applied to the Board for approval,
pursuant to the Bank Holding Company
Act of 1956 (12 U.S.C. 1841 et seq.)
(BHC Act), Regulation Y (12 CFR part
225), and all other applicable statutes
and regulations to become a bank
holding company and/or to acquire the
assets or the ownership of, control of, or
the power to vote shares of a bank or
bank holding company and all of the
banks and nonbanking companies
owned by the bank holding company,
including the companies listed below.
The applications listed below, as well
as other related filings required by the
Board, are available for immediate
inspection at the Federal Reserve Bank
indicated. The applications will also be
available for inspection at the offices of
the Board of Governors. Interested
persons may express their views in
writing on the standards enumerated in
the BHC Act (12 U.S.C. 1842(c)). If the
proposal also involves the acquisition of
a nonbanking company, the review also
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includes whether the acquisition of the
nonbanking company complies with the
standards in section 4 of the BHC Act
(12 U.S.C. 1843). Unless otherwise
noted, nonbanking activities will be
conducted throughout the United States.
Unless otherwise noted, comments
regarding each of these applications
must be received at the Reserve Bank
indicated or the offices of the Board of
Governors not later than January 4,
2016.
A. Federal Reserve Bank of St. Louis
(Yvonne Sparks, Community
Development Officer) P.O. Box 442, St.
Louis, Missouri 63166–2034:
1. First United Bancorp, Inc.,
Madisonville, Kentucky; to merge with
Town & Country Financial, Inc., and
thereby indirectly acquire Bank of Ohio
County, both in Beaver Dam, Kentucky.
B. Federal Reserve Bank of Dallas
(Robert L. Triplett III, Senior Vice
President) 2200 North Pearl Street,
Dallas, Texas 75201–2272:
1. BankCap Equity Fund LLC,
BankCap Partners GP L.P., and
BankCap Partners Fund I, L.P., both in
Dallas, Texas; to acquire through
BankCap Partners Opportunity Fund,
L.P., Dallas, Texas, up to 23.2 percent of
the voting shares of Vista Bancshares,
Inc., and thereby indirectly acquire
Vista Bank, both in Ralls, Texas.
FEDERAL RETIREMENT THRIFT
INVESTMENT BOARD
Sunshine Act; Notice of Meeting
10:00 a.m. (Eastern
Time) December 14, 2015 (Telephonic).
PLACE: 10th Floor Board Meeting Room,
77 K Street NE., Washington, DC 20002.
STATUS: Parts will be open to the public
and parts will be closed to the public.
MATTERS TO BE CONSIDERED:
TIME AND DATE:
Open to the Public
1. Approval of the Minutes for the
November 25, 2015 Board Member
Meeting
2. Monthly Reports
(a) Monthly Participant Activity
Report
(b) Monthly Investment Performance
Report
(c) Legislative Report
3. Quarterly Metrics Report
4. OGC Report and Annual Presentation
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Closed to the Public
5. Security
FOR FURTHER INFORMATION CONTACT:
Kimberly Weaver, Director, Office of
External Affairs, (202) 942–1640.
Dated: December 4, 2015.
Megan Grumbine,
Deputy General Counsel, Federal Retirement
Thrift Investment Board.
[FR Doc. 2015–31031 Filed 12–4–15; 4:15 pm]
BILLING CODE 6760–01–P
FEDERAL TRADE COMMISSION
[File No. 151 0090]
NXP Semiconductors N.V.; Analysis To
Aid Public Comment
Federal Trade Commission.
Proposed consent agreement.
AGENCY:
ACTION:
The consent agreement in this
matter settles alleged violations of
federal law prohibiting unfair methods
of competition. The attached Analysis to
Aid Public Comment describes both the
allegations in the draft complaint and
the terms of the consent order—
embodied in the consent agreement—
that would settle these allegations.
DATES: Comments must be received on
or before December 28, 2015.
ADDRESSES: Interested parties may file a
comment at https://
ftcpublic.commentworks.com/ftc/
nxpsemiconductorsconsent online or on
paper, by following the instructions in
the Request for Comment part of the
SUPPLEMENTARY INFORMATION section
below. Write ‘‘NXP Semiconductors
N.V.—Consent Agreement; File No.151–
0090’’ on your comment and file your
comment online at https://
ftcpublic.commentworks.com/ftc/
nxpsemiconductorsconsent by following
the instructions on the web-based form.
If you prefer to file your comment on
paper, write ‘‘NXP Semiconductors
N.V.—Consent Agreement; File No.151–
0090’’ on your comment and on the
envelope, and mail your comment to the
following address: Federal Trade
Commission, Office of the Secretary,
600 Pennsylvania Avenue NW., Suite
CC–5610 (Annex D), Washington, DC
20580, or deliver your comment to the
following address: Federal Trade
Commission, Office of the Secretary,
Constitution Center, 400 7th Street SW.,
5th Floor, Suite 5610 (Annex D),
Washington, DC 20024.
FOR FURTHER INFORMATION CONTACT:
Meredith Levert (202–326–2881),
Bureau of Competition, 600
Pennsylvania Avenue NW., Washington,
DC 20580.
SUMMARY:
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Federal Register / Vol. 80, No. 235 / Tuesday, December 8, 2015 / Notices
Pursuant
to Section 6(f) of the Federal Trade
Commission Act, 15 U.S.C. 46(f), and
FTC Rule 2.34, 16 CFR 2.34, notice is
hereby given that the above-captioned
consent agreement containing consent
orders 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 November 25, 2015), on
the World Wide Web, at https://
www.ftc.gov/os/actions.shtm.
You can file a comment online or on
paper. For the Commission to consider
your comment, we must receive it on or
before December 28, 2015. Write ‘‘NXP
Semiconductors N.V.—Consent
Agreement; File No.151–0090’’ 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 https://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
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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
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SUPPLEMENTARY INFORMATION:
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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/
nxpsemiconductorsconsent by following
the instructions on the web-based form.
If this Notice appears at https://
www.regulations.gov/#!home, you also
may file a comment through that Web
site.
If you file your comment on paper,
write ‘‘NXP Semiconductors N.V.—
Consent Agreement; File No.151–0090’’
on your comment and on the envelope,
and mail your comment to the following
address: Federal Trade Commission,
Office of the Secretary, 600
Pennsylvania Avenue NW., Suite CC–
5610 (Annex D), Washington, DC 20580,
or deliver your comment to the
following address: Federal Trade
Commission, Office of the Secretary,
Constitution Center, 400 7th Street SW.,
5th Floor, Suite 5610 (Annex D),
Washington, DC 20024. If possible,
submit your paper comment to the
Commission by courier or overnight
service.
Visit the Commission Web site at
https://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 December 28, 2015. You can find
more information, including routine
uses permitted by the Privacy Act, in
the Commission’s privacy policy, at
https://www.ftc.gov/ftc/privacy.htm.
Analysis of Agreement Containing
Consent Orders To Aid Public Comment
The Federal Trade Commission
(‘‘Commission’’) has accepted from NXP
Semiconductors N.V. (‘‘NXP’’), subject
to final approval, an Agreement
Containing Consent Orders (‘‘Consent
Agreement’’) designed to remedy the
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).
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anticompetitive effects resulting from
NXP’s proposed acquisition of Freescale
Semiconductor Ltd. (‘‘Freescale’’).
On March 1, 2015, NXP and Freescale
executed an Agreement and Plan of
Merger (‘‘Merger Agreement’’) pursuant
to which NXP will acquire all of
Freescale’s common stock in a
transaction valued at approximately
$11.8 billion (‘‘Acquisition’’). The
proposed Acquisition would combine
the two largest suppliers of RF power
amplifiers. The Commission’s
Complaint alleges that the proposed
Acquisition, if consummated, would
violate Section 7 of the Clayton Act, as
amended, 15 U.S.C. 18, and Section 5 of
the FTC Act, as amended, 15 U.S.C. 45,
by substantially lessening competition
in the worldwide market for RF power
amplifiers.
Under the terms of the proposed
Decision and Order (‘‘Order’’) contained
in the Consent Agreement, NXP is
required, no later than ten days from the
close of the NXP/Freescale transaction,
to divest its RF power amplifier assets
to Jianguang Asset Management Co.,
Ltd. (‘‘JAC’’). The divestiture package
includes a manufacturing facility,
manufacturing equipment, intellectual
property, and customer and supplier
contracts. NXP’s RF power employees,
including the leadership of the business,
will also transfer to JAC. The Consent
Agreement provides JAC with
everything needed to compete
effectively in the RF power amplifier
market.
The Consent Agreement has been
placed on the public record for 30 days
to solicit comments from interested
persons. Comments received during this
period will become part of the public
record. After 30 days, the Commission
will again review the Consent
Agreement and the comments received,
and decide whether it should withdraw
from the Consent Agreement, modify it,
or make it final.
The Parties
Headquartered in the Netherlands,
NXP is a semiconductor developer and
manufacturer specializing in high
performance mixed signal devices for a
variety of industries. NXP designs,
manufactures, and sells RF power
amplifiers, among other products,
through its Secure Interface & Power
division.
Headquartered in Austin, Texas,
Freescale is a manufacturer of standalone semiconductors that perform
dedicated power usage functions in a
variety of electronic systems for
automotive, networking, industrial, and
consumer applications. Freescale
designs, manufactures, and sells RF
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Federal Register / Vol. 80, No. 235 / Tuesday, December 8, 2015 / Notices
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power amplifiers through its Radio
Frequency division.
The Relevant Market and Market
Structure
The relevant line of commerce in
which to analyze the effects of the
Acquisition is no broader than RF
power amplifiers. RF power amplifiers
(also referred to as RF power transistors)
are high power (>1 watt average output
power) semiconductors that increase the
strength of radio signals transmitted
between electronic devices. The largest
application for RF power amplifiers,
accounting for roughly 70% of revenues,
is wireless infrastructure—i.e., cellular
base stations (cell towers). Other
applications include aviation,
industrial, broadcasting, and noncellular communications such as land
mobile radio, as well as potential future
applications for cooking and lighting.
RF power transistors are manufactured
using specialty process technologies in
order to deliver high output power and
heat dissipation. The two principal
technologies are (i) silicon based
laterally-diffused metal oxide
semiconductor (‘‘LDMOS’’) and (ii)
gallium nitride on silicon carbide
substrate (‘‘GaN’’). LDMOS technology
accounts for roughly 90% of RF power
amplifiers used in wireless
infrastructure. According to customers
and other market participants, there are
no substitutes for RF power amplifiers.
The relevant geographic market for RF
power amplifiers is worldwide. The
three major RF power amplifier
suppliers (see below) manufacture the
products in facilities around the world,
and ship the products from those
facilities to customer locations
worldwide. There are currently no
regulatory barriers, tariffs, or technical
specifications that impede worldwide
trade, and transportation costs are low.
The RF power amplifier market is
characterized by a limited number of
suppliers, including Freescale, the
largest supplier with 36.6% of the
market, and NXP, the second-largest
supplier with 25.1% of the market.
Infineon Technologies AG (‘‘Infineon’’)
is the third largest supplier. Freescale,
NXP, and Infineon are the only
meaningful suppliers of LDMOS-based
RF power amplifiers. Infineon, however,
has a significantly smaller RF power
portfolio than either Freescale or NXP.
Several additional companies supply
GaN-based RF power amplifiers only,
but have small market shares.
The proposed NXP/Freescale
combination would cause a moderately
concentrated market for RF power
amplifiers to become highly
concentrated, increasing the Herfindahl-
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Hirschman Index from 2,203 to 4,040 (a
delta of 1,837). This increase in
concentration far exceeds the thresholds
set out in the Horizontal Merger
Guidelines for raising a presumption
that the Acquisition would create or
enhance market power.
Entry
Entry into the RF power amplifier
market is not likely to deter or
counteract any anticompetitive effects of
the proposed Acquisition. Entry is
unlikely in light of high capital costs,
significant switching costs by
customers, and the considerable time it
would take for customers to develop
trust in a new entrant’s products. The
same barriers would apply to an
expansion into LDMOS-based RF power
amplifiers by companies that currently
supply only GaN-based RF power
amplifiers.
Effects of the Acquisition
Absent a divestiture, the proposed
Acquisition is likely to cause
competitive harm in the market for RF
power amplifiers. NXP and Freescale
compete directly for RF power amplifier
sales, and customers benefit from that
competition in terms of both pricing and
product innovation. Customers describe
NXP and Freescale as each other’s
closest competitors, and the parties
appear to view each other the same way.
By eliminating the competition between
NXP and Freescale, the proposed
Acquisition likely would lead to
unilateral effects in the form of higher
prices and reduced innovation,
particularly in the wireless
infrastructure segment.
The Consent Agreement
The Consent Agreement restores the
competition lost from NXP’s proposed
acquisition of Freescale by requiring
NXP to divest its RF power amplifier
business to JAC, a Chinese private
equity management fund. The proposed
divestiture includes everything needed
for JAC to compete effectively in the
worldwide market for RF power
amplifiers.
Under the Order, NXP is required, no
later than ten days from the close of the
NXP/Freescale transaction, to divest its
RF power amplifier assets to JAC. The
assets to be divested include a
manufacturing facility located in
Cabuyao (Philippines), a building in
Nijmegen (the Netherlands) to house
management and certain R&D and
testing labs, all manufacturing and R&D
assets used primarily for the RF power
amplifier business, and customer
support equipment. Additionally, the
divestiture package includes all patents
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and technologies that are exclusively or
predominantly used for the RF power
amplifier business, and a royalty-free
license to use all other NXP patents and
technologies required by that business.
Finally, the divestiture package includes
the transition of NXP’s RF power
amplifier employees, including the
complete management team, to JAC.
The manufacturing assets in the
divestiture package include NXP’s RF
power amplifier back-end
manufacturing assets (including the
portion of the Philippines facility
dedicated to these products) but not its
front-end manufacturing assets. Instead,
JAC will outsource its front-end
manufacturing to a third-party wafer
foundry. In the interim, the Order
requires that, at the request of JAC and
in a manner approved by the
Commission, NXP must provide frontend wafer manufacturing for a period of
up to sixty months. Similarly, the Order
also requires NXP to provide support
services such as logistical and
administrative support for a period of
up to thirty-six months.
In addition, the Order includes other
standard terms designed to ensure the
viability of the divested business. NXP
must assist JAC in hiring the existing
work force of NXP’s RF power amplifier
business, and must refrain from
soliciting those employees for two years.
A Monitor will oversee NXP’s
compliance with the obligations set
forth in the Order. If NXP does not fully
comply with the divestiture and
requirements of the Order, the
Commission may appoint a Divestiture
Trustee to divest the RF power amplifier
assets and perform NXP’s other
obligations consistent with the Order.
Given the robustness of the divested
business and the protections contained
in the Order, the divestiture of NXP’s RF
power amplifier assets to JAC is likely
to preserve competition. Potential
customers have confirmed that the
divested assets include everything
necessary to compete effectively as a
viable business. Similarly, potential
customers have confirmed that JAC
would be a workable option as a
supplier.
Opportunity for Public Comment
The purpose of this analysis is to
facilitate public comment on the
Consent Agreement to aid the
Commission in determining whether it
should make the Consent Agreement
final. This analysis is not an official
interpretation of the proposed Consent
Agreement and does not modify its
terms in any way.
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Federal Register / Vol. 80, No. 235 / Tuesday, December 8, 2015 / Notices
By direction of the Commission.
Donald S. Clark,
Secretary.
Proposed Project
National Health Interview Survey
(NHIS) (OMB Control No. 0920–0214,
expires 12/31/2017)—Revision—
National Center for Health Statistics
(NCHS), Centers for Disease Control and
Prevention (CDC).
[FR Doc. 2015–30894 Filed 12–7–15; 8:45 am]
BILLING CODE 6750–01–P
DEPARTMENT OF HEALTH AND
HUMAN SERVICES
Background and Brief Description
Centers for Disease Control and
Prevention
[30Day–15–0214; Docket No. CDC–2015–
0076]
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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
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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
the use of appropriate automated,
electronic, mechanical, or other
technological collection techniques or
other forms of information technology,
e.g., permitting electronic submission of
responses; and (e) Assess information
collection costs. To request additional
information on the proposed project or
to obtain a copy of the information
collection plan and instruments, call
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omb@cdc.gov. Direct written comments
and/or suggestions regarding the items
contained in this notice to the
Attention: CDC Desk Officer, Office of
Management and Budget, Washington,
DC 20503 or by fax to (202) 395-5806.
Written comments should be received
within 30 days of this notice.
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Section 306 of the Public Health
Service (PHS) Act (42 U.S.C. 242k), as
amended, authorizes that the Secretary
of Health and Human Services (DHHS),
acting through NCHS, shall collect data
on the extent and nature of illness and
disability of the population of the
United States. The annual National
Health Interview Survey is a major
source of general statistics on the health
of the U.S. population and has been in
the field continuously since 1957.
Clearance is sought for three years, to
collect data from 2016 to 2018. This
voluntary and confidential householdbased survey collects demographic and
health-related information from a
nationally representative sample of
noninstitutionalized, civilian persons
and households throughout the country.
Personal identification information is
requested from survey respondents to
facilitate linkage of survey data with
health-related administrative and other
records. In 2016 the NHIS will collect
information from approximately 45,000
households, which contain about
112,000 individuals.
Information is collected using
computer assisted personal interviews
(CAPI). A core set of data is collected
each year that remains largely
unchanged, whereas sponsored
supplements vary from year to year. The
core set includes socio-demographic
characteristics, health status, health care
services, and health behaviors. For
2016, supplemental questions will be
cycled in pertaining to balance, blood
donation, chronic pain, diabetes, and
vision. Supplemental topics that
continue or are enhanced from 2015
pertain to family food security, heart
disease and stroke, inflammatory bowel
disease, hepatitis B and C screening,
children’s mental health, disability and
functioning, smokeless tobacco and ecigarettes, and immunizations.
Questions from 2015 on cancer control,
epilepsy, and occupational health have
been removed. In addition to these core
and supplemental modules, a followback survey will be conducted on
previous NHIS respondents to collect
additional health related information
using alternative question wording and
data collection modes as a testbed for
the intended 2018 redesign of the NHIS
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76291
questionnaire. In addition, a subsample
of NHIS respondents may be identified
to participate in a pilot test to assess the
feasibility of integrating wearable
devices into the NHIS data collection
process. The aim is to directly track
health measurements, to compare those
measurements to the self-reported
health information provided by
respondents, and to assess the role of
devices in reducing respondent burden.
A new sampling strategy is being
implemented in 2016 and for the
foreseeable future. This new sampling
design is necessitated by the prior 2006–
2015 sample being exhausted, and will
take into account demographic shifts in
the U.S. civilian noninstitutionalized
population. It will also be more flexible
allowing for additions and contractions
to reflect funding availability and to
meet estimation goals. As in previous
years, the base sample will remain at
approximately 35,000 completed
household interviews annually. To
balance the precision of national and
state-based estimates, most of the
sample (approximately 25,000
completed interviews) will be allocated
proportionally to the state population to
maximize the precision of national-level
estimates. A smaller portion of the
sample (approximately 10,000
completed interviews) will be shifted to
increase sample in the 10 least populous
states, enabling state-level estimates of
key variables to be produced for all 50
states and DC by pooling 3 years of data.
This flexibility embedded in the new
sampling plan reflects. Additional
funding to improve state-level estimates
will increase the sample by almost
10,000 completed interviews in midsize
states bringing the total expected sample
size in 2016 to 45,000 households.
Whereas the sampling frame for the
NHIS has traditionally used field listing
by the Census Bureau, in order to
contain costs, the new frame will use a
commercially available address list that
covers residential addresses within all
50 states and the District of Columbia.
Some field listing will be undertaken to
improve coverage in rural areas, in high
density areas, and of university housing
units. This represents a substantial
reduction in the number of listings
performed annually.
It is anticipated that this new
sampling plan will not affect estimates
generated using NHIS data. To monitor
the new design’s performance, NHIS
analysts will perform monthly checks in
line with the ones currently performed
as part of routine data review. NCHS
receives raw data files monthly from the
Census Bureau for processing and
quality review. Each year, results from
the January sample are compared to the
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08DEN1
Agencies
[Federal Register Volume 80, Number 235 (Tuesday, December 8, 2015)]
[Notices]
[Pages 76288-76291]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-30894]
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FEDERAL TRADE COMMISSION
[File No. 151 0090]
NXP Semiconductors N.V.; Analysis To Aid Public Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed consent agreement.
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SUMMARY: The consent agreement in this matter settles alleged
violations of federal law prohibiting unfair methods of competition.
The attached Analysis to Aid Public Comment describes both the
allegations in the draft complaint and the terms of the consent order--
embodied in the consent agreement--that would settle these allegations.
DATES: Comments must be received on or before December 28, 2015.
ADDRESSES: Interested parties may file a comment at https://ftcpublic.commentworks.com/ftc/nxpsemiconductorsconsent online or on
paper, by following the instructions in the Request for Comment part of
the SUPPLEMENTARY INFORMATION section below. Write ``NXP Semiconductors
N.V.--Consent Agreement; File No.151-0090'' on your comment and file
your comment online at https://ftcpublic.commentworks.com/ftc/nxpsemiconductorsconsent by following the instructions on the web-based
form. If you prefer to file your comment on paper, write ``NXP
Semiconductors N.V.--Consent Agreement; File No.151-0090'' on your
comment and on the envelope, and mail your comment to the following
address: Federal Trade Commission, Office of the Secretary, 600
Pennsylvania Avenue NW., Suite CC-5610 (Annex D), Washington, DC 20580,
or deliver your comment to the following address: Federal Trade
Commission, Office of the Secretary, Constitution Center, 400 7th
Street SW., 5th Floor, Suite 5610 (Annex D), Washington, DC 20024.
FOR FURTHER INFORMATION CONTACT: Meredith Levert (202-326-2881), Bureau
of Competition, 600 Pennsylvania Avenue NW., Washington, DC 20580.
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SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34,
notice is hereby given that the above-captioned consent agreement
containing consent orders 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 November 25, 2015), on the World Wide Web,
at https://www.ftc.gov/os/actions.shtm.
You can file a comment online or on paper. For the Commission to
consider your comment, we must receive it on or before December 28,
2015. Write ``NXP Semiconductors N.V.--Consent Agreement; File No.151-
0090'' 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 https://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.
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\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).
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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/nxpsemiconductorsconsent by following the instructions on the web-
based form. If this Notice appears at https://www.regulations.gov/#!home, you also may file a comment through that Web site.
If you file your comment on paper, write ``NXP Semiconductors
N.V.--Consent Agreement; File No.151-0090'' on your comment and on the
envelope, and mail your comment to the following address: Federal Trade
Commission, Office of the Secretary, 600 Pennsylvania Avenue NW., Suite
CC-5610 (Annex D), Washington, DC 20580, or deliver your comment to the
following address: Federal Trade Commission, Office of the Secretary,
Constitution Center, 400 7th Street SW., 5th Floor, Suite 5610 (Annex
D), Washington, DC 20024. If possible, submit your paper comment to the
Commission by courier or overnight service.
Visit the Commission Web site at https://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 December 28, 2015. You can find more
information, including routine uses permitted by the Privacy Act, in
the Commission's privacy policy, at https://www.ftc.gov/ftc/privacy.htm.
Analysis of Agreement Containing Consent Orders To Aid Public Comment
The Federal Trade Commission (``Commission'') has accepted from NXP
Semiconductors N.V. (``NXP''), subject to final approval, an Agreement
Containing Consent Orders (``Consent Agreement'') designed to remedy
the anticompetitive effects resulting from NXP's proposed acquisition
of Freescale Semiconductor Ltd. (``Freescale'').
On March 1, 2015, NXP and Freescale executed an Agreement and Plan
of Merger (``Merger Agreement'') pursuant to which NXP will acquire all
of Freescale's common stock in a transaction valued at approximately
$11.8 billion (``Acquisition''). The proposed Acquisition would combine
the two largest suppliers of RF power amplifiers. The Commission's
Complaint alleges that the proposed Acquisition, if consummated, would
violate Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and
Section 5 of the FTC Act, as amended, 15 U.S.C. 45, by substantially
lessening competition in the worldwide market for RF power amplifiers.
Under the terms of the proposed Decision and Order (``Order'')
contained in the Consent Agreement, NXP is required, no later than ten
days from the close of the NXP/Freescale transaction, to divest its RF
power amplifier assets to Jianguang Asset Management Co., Ltd.
(``JAC''). The divestiture package includes a manufacturing facility,
manufacturing equipment, intellectual property, and customer and
supplier contracts. NXP's RF power employees, including the leadership
of the business, will also transfer to JAC. The Consent Agreement
provides JAC with everything needed to compete effectively in the RF
power amplifier market.
The Consent Agreement has been placed on the public record for 30
days to solicit comments from interested persons. Comments received
during this period will become part of the public record. After 30
days, the Commission will again review the Consent Agreement and the
comments received, and decide whether it should withdraw from the
Consent Agreement, modify it, or make it final.
The Parties
Headquartered in the Netherlands, NXP is a semiconductor developer
and manufacturer specializing in high performance mixed signal devices
for a variety of industries. NXP designs, manufactures, and sells RF
power amplifiers, among other products, through its Secure Interface &
Power division.
Headquartered in Austin, Texas, Freescale is a manufacturer of
stand-alone semiconductors that perform dedicated power usage functions
in a variety of electronic systems for automotive, networking,
industrial, and consumer applications. Freescale designs, manufactures,
and sells RF
[[Page 76290]]
power amplifiers through its Radio Frequency division.
The Relevant Market and Market Structure
The relevant line of commerce in which to analyze the effects of
the Acquisition is no broader than RF power amplifiers. RF power
amplifiers (also referred to as RF power transistors) are high power
(>1 watt average output power) semiconductors that increase the
strength of radio signals transmitted between electronic devices. The
largest application for RF power amplifiers, accounting for roughly 70%
of revenues, is wireless infrastructure--i.e., cellular base stations
(cell towers). Other applications include aviation, industrial,
broadcasting, and non-cellular communications such as land mobile
radio, as well as potential future applications for cooking and
lighting. RF power transistors are manufactured using specialty process
technologies in order to deliver high output power and heat
dissipation. The two principal technologies are (i) silicon based
laterally-diffused metal oxide semiconductor (``LDMOS'') and (ii)
gallium nitride on silicon carbide substrate (``GaN''). LDMOS
technology accounts for roughly 90% of RF power amplifiers used in
wireless infrastructure. According to customers and other market
participants, there are no substitutes for RF power amplifiers.
The relevant geographic market for RF power amplifiers is
worldwide. The three major RF power amplifier suppliers (see below)
manufacture the products in facilities around the world, and ship the
products from those facilities to customer locations worldwide. There
are currently no regulatory barriers, tariffs, or technical
specifications that impede worldwide trade, and transportation costs
are low.
The RF power amplifier market is characterized by a limited number
of suppliers, including Freescale, the largest supplier with 36.6% of
the market, and NXP, the second-largest supplier with 25.1% of the
market. Infineon Technologies AG (``Infineon'') is the third largest
supplier. Freescale, NXP, and Infineon are the only meaningful
suppliers of LDMOS-based RF power amplifiers. Infineon, however, has a
significantly smaller RF power portfolio than either Freescale or NXP.
Several additional companies supply GaN-based RF power amplifiers only,
but have small market shares.
The proposed NXP/Freescale combination would cause a moderately
concentrated market for RF power amplifiers to become highly
concentrated, increasing the Herfindahl-Hirschman Index from 2,203 to
4,040 (a delta of 1,837). This increase in concentration far exceeds
the thresholds set out in the Horizontal Merger Guidelines for raising
a presumption that the Acquisition would create or enhance market
power.
Entry
Entry into the RF power amplifier market is not likely to deter or
counteract any anticompetitive effects of the proposed Acquisition.
Entry is unlikely in light of high capital costs, significant switching
costs by customers, and the considerable time it would take for
customers to develop trust in a new entrant's products. The same
barriers would apply to an expansion into LDMOS-based RF power
amplifiers by companies that currently supply only GaN-based RF power
amplifiers.
Effects of the Acquisition
Absent a divestiture, the proposed Acquisition is likely to cause
competitive harm in the market for RF power amplifiers. NXP and
Freescale compete directly for RF power amplifier sales, and customers
benefit from that competition in terms of both pricing and product
innovation. Customers describe NXP and Freescale as each other's
closest competitors, and the parties appear to view each other the same
way. By eliminating the competition between NXP and Freescale, the
proposed Acquisition likely would lead to unilateral effects in the
form of higher prices and reduced innovation, particularly in the
wireless infrastructure segment.
The Consent Agreement
The Consent Agreement restores the competition lost from NXP's
proposed acquisition of Freescale by requiring NXP to divest its RF
power amplifier business to JAC, a Chinese private equity management
fund. The proposed divestiture includes everything needed for JAC to
compete effectively in the worldwide market for RF power amplifiers.
Under the Order, NXP is required, no later than ten days from the
close of the NXP/Freescale transaction, to divest its RF power
amplifier assets to JAC. The assets to be divested include a
manufacturing facility located in Cabuyao (Philippines), a building in
Nijmegen (the Netherlands) to house management and certain R&D and
testing labs, all manufacturing and R&D assets used primarily for the
RF power amplifier business, and customer support equipment.
Additionally, the divestiture package includes all patents and
technologies that are exclusively or predominantly used for the RF
power amplifier business, and a royalty-free license to use all other
NXP patents and technologies required by that business. Finally, the
divestiture package includes the transition of NXP's RF power amplifier
employees, including the complete management team, to JAC.
The manufacturing assets in the divestiture package include NXP's
RF power amplifier back-end manufacturing assets (including the portion
of the Philippines facility dedicated to these products) but not its
front-end manufacturing assets. Instead, JAC will outsource its front-
end manufacturing to a third-party wafer foundry. In the interim, the
Order requires that, at the request of JAC and in a manner approved by
the Commission, NXP must provide front-end wafer manufacturing for a
period of up to sixty months. Similarly, the Order also requires NXP to
provide support services such as logistical and administrative support
for a period of up to thirty-six months.
In addition, the Order includes other standard terms designed to
ensure the viability of the divested business. NXP must assist JAC in
hiring the existing work force of NXP's RF power amplifier business,
and must refrain from soliciting those employees for two years. A
Monitor will oversee NXP's compliance with the obligations set forth in
the Order. If NXP does not fully comply with the divestiture and
requirements of the Order, the Commission may appoint a Divestiture
Trustee to divest the RF power amplifier assets and perform NXP's other
obligations consistent with the Order.
Given the robustness of the divested business and the protections
contained in the Order, the divestiture of NXP's RF power amplifier
assets to JAC is likely to preserve competition. Potential customers
have confirmed that the divested assets include everything necessary to
compete effectively as a viable business. Similarly, potential
customers have confirmed that JAC would be a workable option as a
supplier.
Opportunity for Public Comment
The purpose of this analysis is to facilitate public comment on the
Consent Agreement to aid the Commission in determining whether it
should make the Consent Agreement final. This analysis is not an
official interpretation of the proposed Consent Agreement and does not
modify its terms in any way.
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By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2015-30894 Filed 12-7-15; 8:45 am]
BILLING CODE 6750-01-P