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

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Start Preamble

AGENCY:

Federal Trade Commission.

ACTION:

Proposed Consent Agreement.

SUMMARY:

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

DATES:

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

ADDRESSES:

Interested parties may file a comment at https://ftcpublic.commentworks.com/​ftc/​albertsonssafewayconsent online or on paper, by following the instructions in the Request for Comment part of the SUPPLEMENTARY INFORMATION section below. Write “Albertson's and Safeway Inc.,—Consent Agreement; File No. 141 0108” on your comment and file your comment online at https://ftcpublic.commentworks.com/​ftc/​albertsonssafewayconsent by following the instructions on the web-based form. If you prefer to file your comment on paper, write “Albertson's and Safeway Inc.,—Consent Agreement; File No. 141 0108” on your comment and on the envelope, and mail your comment to the following address: Federal Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW., Suite CC-5610 (Annex D), Washington, DC 20580, or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Constitution Center, 400 7th Street SW., 5th Floor, Suite 5610 (Annex D), Washington, DC 20024.

Start Further Info

FOR FURTHER INFORMATION CONTACT:

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

End Further Info End Preamble Start Supplemental Information

SUPPLEMENTARY INFORMATION:

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

You can file a comment online or on paper. For the Commission to consider your comment, we must receive it on or before February 26, 2015. Write “Albertson's and Safeway Inc.,—Consent Agreement; File No. 141 0108” on your comment. Your comment—including your name and your state—will be placed on the public record of this proceeding, including, to the extent practicable, on the public Commission Web site, at http://www.ftc.gov/​os/​publiccomments.shtm. As a matter of discretion, the Commission tries to remove individuals' home contact information from comments before placing them on the Commission Web site.

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

If you want the Commission to give your comment confidential treatment, you must file it in paper form, with a request for confidential treatment, and you have to follow the procedure explained in FTC Rule 4.9(c), 16 CFR 4.9(c).[1] Your comment will be kept confidential only if the FTC General Counsel, in his or her sole discretion, grants your request in accordance with the law and the public interest.

Postal mail addressed to the Commission is subject to delay due to heightened security screening. As a result, we encourage you to submit your comments online. To make sure that the Commission considers your online comment, you must file it at https://ftcpublic.commentworks.com/​ftc/​albertsonssafewayconsent by following the instructions on the web-based form. If this Notice appears at http://www.regulations.gov/​#!home, you also may file a comment through that Web site.

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

Visit the Commission Web site at http://www.ftc.gov to read this Notice and the news release describing it. The Start Printed Page 5754FTC Act and other laws that the Commission administers permit the collection of public comments to consider and use in this proceeding as appropriate. The Commission will consider all timely and responsive public comments that it receives on or before February 26, 2015. You can find more information, including routine uses permitted by the Privacy Act, in the Commission's privacy policy, at http://www.ftc.gov/​ftc/​privacy.htm.

Analysis of Agreement Containing Consent Order To Aid Public Comment

I. Introduction and Background

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

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

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

The Respondents

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

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

Retail Sale of Food and Other Grocery Products In Supermarkets

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

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

Other types of retailers—such as hard discounters, limited assortment stores, natural and organic markets, ethnic specialty stores, and club stores—also sell food and grocery items. These types of retailers, however, are not in the relevant product market because they offer a more limited range of products and services than supermarkets and because they appeal to a distinct customer type. Shoppers typically do not view these other food and grocery retailers as adequate substitutes for supermarkets.[2] Further, although these other types of retailers offer some competition, supermarkets do not view them as providing as significant or close competition as traditional supermarkets. Thus, consistent with prior Commission precedent, these other types of retailers are excluded from the relevant product market.[3]

Start Printed Page 5755

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

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

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

The relevant markets are also highly concentrated in terms of the number of remaining market participants post-Acquisition. Of the 130 geographic markets, the acquisition will result in a merger-to-monopoly in 13 markets and a merger-to-duopoly in 42 markets. In the remaining markets, the Acquisition will reduce the number of market participants from four to three in 43 markets, five to four in 27 markets, and six to five in five markets.[4]

The anticompetitive implications of such significant increases in market concentration are reinforced by substantial evidence demonstrating that Albertson's and Safeway are close and vigorous competitors in terms of price, format, service, product offerings, promotional activity, and location in each of the relevant geographic markets. Absent relief, the Acquisition would eliminate significant head-to-head competition between Albertson's and Safeway and would increase the ability and incentive of Albertson's to raise prices unilaterally post-Acquisition. The Acquisition would also decrease incentives to compete on non-price factors, such as service levels, convenience, and quality. Lastly, the high levels of concentration also increase the likelihood of competitive harm through coordinated interaction in markets in which Albertson's will face only one other traditional supermarket competitor post-Acquisition. Given the transparency of pricing and promotional Start Printed Page 5756practices among supermarkets and that supermarkets “price check” competitors in the ordinary course of business, the Acquisition increases the possibility that Albertson's and its remaining competitor could simply follow each other's price increases post-Acquisition.

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

The Proposed Consent Order

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

  • 146 stores and related assets in Arizona, California, Nevada, Oregon, and Washington to Haggen, Inc. (“Haggen”);
  • Two stores in Washington to Supervalu, Inc. (“Supervalu”);
  • 12 stores and related assets in Texas to Associated Wholesale Grocers (“AWG”); and
  • Eight stores and related assets in Montana and Wyoming to Associated Food Stores (“Associated”).

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

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

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

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

* * *

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

Exhibit A

Area numberCityStateMerger resultHHI (pre)HHI (post)DeltaDivested store(s)
1AnthemAZ4 to 327683423655SFY 1726.
2CarefreeAZ5 to 422982976678ALB 979.
3FlagstaffAZ5 to 427443365621ALB 967.
4Lake HavasuAZ4 to 326093401792ALB 1027.
5PrescottAZ4 to 326753405730ALB 953.
6Prescott ValleyAZ4 to 328283340512ALB 965.
7ScottsdaleAZ3 to 2379750011204ALB 983.
8Tucson (Eastern)AZ4 to 333414130789SFY 234 & 2611.
9Tucson (Southwest)AZ5 to 420182909891ALB 972.
10AlpineCA3 to 2385750021145SFY 2333.
11Arroyo Grande/Grover BeachCA3 to 2369068643174ALB 6304.
12AtascaderoCA3 to 2345662422786ALB 6390.
Start Printed Page 5757
13BakersfieldCA6 to 519232562639ALB 6323, 6325 & 6379.
14BurbankCA3 to 241995011812ALB 6315.
15CalabasasCA3 to 2340054152015SFY 2031.
16CamarilloCA5 to 4295042151265ALB 6385.
17Carlsbad (North)CA4 to 329773888911ALB 6701.
18Carlsbad (South)CA5 to 4220932101001ALB 6720.
19CarpinteriaCA2 to 1501210,0004988SFY 2425.
20Cheviot Hills/Culver CityCA4 to 3239439141520ALB 6168 & 6169.
21Chino HillsCA4 to 335964047451SFY 2597.
22Coronado IslandCA2 to 1502510,0004975ALB 6747.
23Diamond BarCA3 to 244665231765SFY 2062.
24El CajonCA4 to 329833597614ALB 6771.
25Hermosa BeachCA5 to 4275243711619ALB 6127, 6138, 6153 & 6189.
26Imperial BeachCA2 to 1586910,0004131ALB 6228.
27La JollaCA3 to 2550570831578ALB 6788.
28La MesaCA3 to 2338259972615SFY 2064 & 2137.
29Ladera RanchCA2 to 1508110,0004919SFY 2703.
30Laguna BeachCA3 to 2333557992464ALB 6575.
31Laguna NiguelCA4 to 331903883693SFY 1676.
32LakewoodCA6 to 520732581508ALB 6154.
33Lemon GroveCA3 to 2358160592478SFY 2365.
34LomitaCA3 to 2369550401345ALB 6107.
35LompocCA4 to 3256637131147ALB 6339.
36Mira Mesa (North)CA5 to 4241238081396ALB 6742 & 6772.
37Mira Mesa (South)CA2 to 1690410,0003096ALB 6770.
38Mission Viejo/Laguna HillsCA4 to 331573784627ALB 6517.
39Mission Viejo (North)CA3 to 2393350121079SFY 1670.
40Morro BayCA5 to 4296540561091SFY 2312.
41National CityCA3 to 2374850131265SFY 2006, 2336 & 3063.
42Newbury ParkCA3 to 2362958332204SFY 1793.
43Newport BeachCA5 to 431603811651ALB 6504.
44OxnardCA4 to 329393375436ALB 6217.
45Palm Desert/Rancho MirageCA6 to 521963094898SFY 2383 & 3218.
46PalmdaleCA4 to 330564039983ALB 6329.
47Paso RoblesCA4 to 3285154272576SFY 2317.
48PowayCA4 to 325403526986ALB 6741 & 6763.
49Rancho Cucamonga/UplandCA4 to 332664118852ALB 6523 & 6589.
50Rancho Santa MargaritaCA4 to 3262843001672ALB 6521.
51San Diego (Clairemont)CA3 to 2406663742308ALB 6781.
52San Diego (Hillcrest/University Heights)CA3 to 2443665712135ALB 6714 & 6715.
53San Diego, CA (Tierrasanta)CA2 to 1558610,0004414ALB 6760.
54San Luis ObispoCA4 to 3289653062410ALB 6372 & 6409.
55San MarcosCA3 to 259916282291SFY 2174.
56San PedroCA3 to 2351864422924ALB 6160 & 6164.
57Santa BarbaraCA4 to 327413462721ALB 6351 & 6352.
58Santa Barbara/GoletaCA3 to 2390974693560SFY 2048 & 2691.
59Santa ClaritaCA4 to 3264637321086SFY 1669 & 1961.
60Santa MonicaCA4 to 3329348791586ALB 6162.
61SanteeCA3 to 2347761332656ALB 6727.
62Simi ValleyCA5 to 4363371013468ALB 6317 & 6363; SFY 2163.
63Solana BeachCA3 to 2383061882358ALB 6702.
64Thousand OaksCA3 to 2405760471990ALB 6369.
65TujungaCA3 to 236883969281ALB 6397.
66Tustin (central)CA4 to 334744348874SFY 2146 & 2324.
67Tustin/IrvineCA4 to 339394485546SFY 2822.
68VenturaCA4 to 327323550818ALB 6318.
69Westlake VillageCA5 to 4195535631608ALB 6388.
70Yorba LindaCA4 to 3280345881785ALB 6510.
71ButteMT3 to 247015189488ALB 2007.
72Deer LodgeMT2 to 1500010,0005000SFY 3256.
73MissoulaMT4 to 331074063956SFY 1573 & 2619.
74Boulder CityNV2 to 1505110,0004949SFY 2391.
75Henderson (East)NV4 to 327053356651ALB 6014 & 6019.
76Henderson (Southwest)NV3 to 2365350421389ALB 6028.
77SummerlinNV4 to 3310743671260SFY 1688, 2392 & 2395.
78AshlandOR2 to 1501310,0004987SFY 4292.
79Baker CountyOR2 to 1510210,0004898ALB 261.
80BendOR6 to 5263238241192ALB 587 & 588.
81EugeneOR5 to 4239234141022ALB 507 & 568.
82Grants PassOR4 to 327693537768ALB 501 & 537.
Start Printed Page 5758
83Happy Valley/ClackamasOR2 to 1500610,0004994ALB 503.
84KeizerOR5 to 428523367515ALB 562.
85Klamath FallsOR5 to 425112917406SFY 1766 & 4395.
86Lake OswegoOR4 to 3317656042428ALB 521.
87MilwaukieOR3 to 257296082353ALB 566.
88SherwoodOR3 to 2398950281039ALB 579.
89SpringfieldOR3 to 244005197797SFY 311.
90TigardOR5 to 422612984723ALB 559, 565 & 576.
91West LinnOR3 to 2361162682657ALB 506.
92ColleyvilleTX5 to 426863465779SFY 3555 & 3576.
93Dallas (Far North)TX5 to 424132891478ALB 4140.
94Dallas (Farmers Branch/North Dallas)TX4 to 3374651751429ALB 4182.
95Dallas (University Park/Highland Park)TX4 to 3275542611506ALB 4134 & 4168.
96Dallas (University Park/Northeast Dallas)TX5 to 423453065720ALB 4132 & 4297.
97McKinneyTX5 to 426923613921SFY 3573.
98PlanoTX4 to 331053541436SFY 2568.
99RoanokeTX3 to 246805351671ALB 4149.
100RowlettTX3 to 2338654502064ALB 4197.
101BremertonWA4 to 327213399678ALB 443.
102BurienWA5 to 4197944892510ALB 411 & 473.
103EverettWA5 to 423012586285SFY 517.
104Federal WayWA5 to 423122709397ALB 496.
105Gig HarborWA3 to 2339652351839SFY 2949.
106Lake Forest ParkWA5 to 438894352463ALB 425.
107Lake StevensWA5 to 426463455809ALB 477.
108LakewoodWA5 to 423333170837ALB 465.
109Liberty LakeWA3 to 2348350901607SFY 1741.
110MiltonWA3 to 2396050101050ALB 472.
111MonroeWA4 to 329113352441ALB 476.
112Oak HarborWA3 to 2429664462150SFY 3518.
113Olympia (East)WA6 to 522052566361ALB 415.
114Port AngelesWA3 to 2377355881815ALB 404.
115Port OrchardWA4 to 327473362615SFY 1082.
116PuyallupWA3 to 241605072912ALB 468.
117Renton (East Hill-Meridian)WA4 to 333043719415ALB 470.
118Renton (New Castle)WA4 to 344175274857SFY 1468.
119SammamishWA2 to 1576110,0004239ALB 403.
120ShorelineWA4 to 337924017225SFY 442.
121SilverdaleWA4 to 328453516671ALB 492.
122SnohomishWA2 to 1559510,0004405ALB 401.
123Tacoma (Eastside)WA4 to 332603727467ALB 498.
124Tacoma (Spanaway)WA5 to 427073360653SFY 551.
125Walla WallaWA5 to 426243417793ALB 225.
126WenatcheeWA3 to 2374450471303ALB 244.
127WoodinvilleWA3 to 2356851921624ALB 459.
128CasperWY4 to 338164353537SFY 433 & 2468.
129LaramieWY3 to 2379350001207ALB 2063.
130SheridanWY3 to 248025421619SFY 2664.
Start Signature

By direction of the Commission.

Donald S. Clark,

Secretary.

End Signature End Supplemental Information

Footnotes

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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2.  Supermarket shoppers would be unlikely to switch to one of these other types of retailers in response to a small but significant increase in price or “SSNIP” by a hypothetical supermarket monopolist. See U.S. DOJ and FTC Horizontal Merger Guidelines § 4.1.1 (2010).

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3.  See, e.g., Bi-Lo Holdings, LLC/Delhaize America, LLC, Docket C-4440 (February 25, 2014); AB Acquisition, LLC, Docket C-4424 (December 23, 2013); Konkinlijke Ahold N.V./Safeway Inc., Docket C-4367 (August 17, 2012); Shaw's/Star Markets, Docket C-3934 (June 28, 1999); Kroger/Fred Meyer, Docket C-3917 (January 10, 2000); Albertson's/American Stores, Docket C-3986 (June 22, 1999); Ahold/Giant, Docket C-3861 (April 5, 1999); Albertson's/Buttrey, Docket C-3838 (December 8, 1998); Jitney-Jungle Stores of America, Inc., Docket C-3784 (January 30, 1998). But see Wal-Mart/Supermercados Amigo, Docket C-4066 (November 21, 2002) (the Commission's complaint alleged that in Puerto Rico, club stores should be included in a product market that included supermarkets because club stores in Puerto Rico enabled consumers to purchase substantially all of their weekly food and grocery requirements in a single shopping visit).

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4.  See Exhibit A.

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

BILLING CODE 6750-01-P