1210081 

UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Jon Leibowitz, Chairman 

J. Thomas Rosch 

Edith Ramirez 

Julie Brill 

Maureen K. Ohlhausen 

_ 

)

 In the Matter of ) 

) 

Robert Bosch GmbH, ) Docket No. C-4377 

a corporation. )

COMPLAINT 

Pursuant to the Clayton Act and the Federal Trade Commission Act, and its authority 

thereunder, the Federal Trade Commission (“Commission”), having reason to believe that 

Robert Bosch GmbH, a corporation subject to the jurisdiction of the Commission has: (1) agreed 

to acquire the SPX Service Solutions business (“SPX Service Solutions”) from SPX 

Corporation, a corporation subject to the jurisdiction of the Commission, in violation of 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; and (2) has engaged in conduct that violates 

Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and it appearing to 

the Commission that a proceeding in respect thereof would be in the public interest, hereby 

issues its Complaint, stating its charges as follows: 

I. RESPONDENT 

1. Respondent Robert Bosch GmbH (“Bosch”) is a corporation organized, existing, 

and doing business under and by virtue of the laws of Germany, with its principal U.S. 

subsidiary, Robert Bosch LLC, a limited liability company organized, existing and doing 

business under the laws of the State of Delaware with its headquarters at 38000 Hills Tech 

Drive, Farmington, MI 48331. Bosch is a leading global supplier of automotive and industrial 

technology, consumer goods and building technology. Bosch employs approximately 300,000 

people and had sales of over $71 billion in fiscal year 2011. In North America, Bosch has 

approximately 22,500 employees and had revenues of approximately $9.8 billion in 2011. 

Bosch, through its subsidiary RTI Technologies, Inc., develops, manufactures and markets air 

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conditioning recovery, recycling and recharging systems (“ACRRR”) for motor vehicles, sold 

under the brand names Bosch and RTI in the United States. After the Acquisition, Bosch shall 

include SPX Service Solutions, and its Robinair-brand ACRRRs. 

2. Respondent is, and at all times relevant herein has been, engaged in commerce, as 

“commerce” is defined in Section 1 of the Clayton Act as amended, 15 U.S.C. § 12, and is a 

corporation whose business is in or affects commerce, as “commerce” is defined in Section 4 of 

the Federal Trade Commission Act, as amended, 15 U.S.C. § 44. 

II. THE ACQUIRED COMPANY 

3. SPX Service Solutions is a division of SPX Corporation, with its headquarters 

address located at 28635 Mound Road, Warren, MI 48092. SPX Service Solutions is comprised 

of various legal entities and assets (including the patents referenced in Paragraph 15 herein) that 

constitute a global business of SPX Corporation. The global SPX Service Solutions business 

includes: (i) providing vehicle repair and maintenance solutions, including diagnostic products, 

services and dealer equipment, technical information, tools and equipment, daily sale and air 

conditioning (including Robinair-brand ACRRRs) and fluids to automotive original equipment 

manufacturers, OEM dealers and the aftermarket; and, (ii) tungsten carbide machining, ceramic 

machining and machining other hard exotic material to specification. SPX Service Solutions had 

2011 sales of approximately $927 million. 

4. The ultimate parent entity of SPX Service Solutions is SPX Corporation. SPX 

Corporation is a corporation organized, existing, and doing business under and by virtue of the 

laws of Delaware, with its headquarters located at 13515 Ballantyne Corporate Place, Charlotte, 

NC 28277. SPX Corporation is a diversified global supplier of highly engineered products for 

the following industries: power and energy, food and beverage, vehicle and transit, infrastructure 

and industrial processes with 2011 revenues of over $5 billion. The company employs over 

18,000 people. 

III. THE PROPOSED ACQUISITION 

5. On January 23, 2012, Respondent entered into a Purchase and Sale Agreement 

(“the Acquisition Agreement”) with SPX Corporation whereby Respondent proposes to acquire 

substantially all assets and legal entities that comprise the SPX Service Solutions business. The 

transaction is valued at $1.15 billion (“the Acquisition”). 

IV. THE RELEVANT MARKET 

6. For the purposes of this Complaint, the relevant line of commerce in which to 

analyze the effects of the Acquisition is the manufacture and sale of ACRRRs used for the repair 

of motor vehicle air conditioning systems (“MVACs”). ACRRRs, including add-ons and 

accessories, are used to repair malfunctioning MVACs by recovering and recycling the 

refrigerant, and then recharging the MVACs. 

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7. For the purposes of this Complaint, the United States is the relevant geographic 

area in which to analyze the effects of the Acquisition in the relevant line of commerce. 

V. STRUCTURE OF THE MARKET 

8. The market for ACRRRs in the United States is highly concentrated. Bosch and 

SPX Service Solutions are currently the two most significant participants in the ACRRR market 

in the United States, as measured by the Herfindahl-Hirschman Index (“HHI”). PostAcquisition, Bosch would control over 90% of the relevant market, combining Bosch’s 

approximate 10% market share with SPX Service Solutions’s market share of over 80%. Four 

other firms comprise the balance of sales in the United States. 

VI. ENTRY CONDITIONS 

9. Entry into the relevant market is not likely to occur in a timely manner sufficient 

to deter or counteract the anticompetitive effects of the Acquisition. The most significant 

barriers to entry into the relevant market are (1) building a sufficient national network of aftersale service centers to provide rapid-turnaround repair services for equipment when repairs are 

required, and (2) obtaining sufficient access and visibility in the relevant distribution channels. 

In addition, ACRRRs must be in compliance with standards established by SAE International, an 

industry standard-setting organization. Such compliance may involve potentially costly 

licensing of standard-essential patents. SAE also requires ACRRR market participants to 

manufacture multiple ACRRR prototypes for testing by independent testing facilities, a 

requirement that adds manufacturing costs. For these reasons, an entrant is unlikely to achieve a 

significant market impact within two years to counteract or deter any anticompetitive effects of 

the Acquisition. 

VII. EFFECTS OF THE ACQUISITION 

10. The effects of the Acquisition, if consummated, may be to substantially lessen 

competition and to tend to create a monopoly in the relevant market in violation of 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 eliminating actual, direct, and substantial competition between Bosch and SPX 

Service Solutions in the ACRRR market, thereby (1) increasing the likelihood that Bosch will be 

able to exercise unilateral market power in this market, and (2) increasing the likelihood that 

customers would be forced to pay higher prices. 

VIII. CONDUCT 

11. The United States Environmental Protection Agency (“EPA”) regulates the 

refrigerants used in MVACs. Section 608 of the Clean Air Act Amendments of 1990 directs 

EPA to establish requirements to prevent the release of ozone-depleting substances during the 

servicing, repair, or disposal of appliances and industrial process refrigeration. The repair of 

MVACs is regulated under section 609 of the Clean Air Act. 

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12. Industry standards for ensuring compliance with EPA regulations during the 

repair of MVACs are established by SAE. Standards for ACRRRs at SAE are established by 

SAE’s Interior Climate Control Standards Committee (“ICCSC”). 

13. Two SAE standards established for the regulation of ACRRR equipment are J2788 and J-2843. J-2788 relates to a type of air conditioner refrigerant called HFC-134a. This 

standard establishes the specific minimum equipment performance requirements for recovery 

and recycling of HFC-134a that has been directly removed from, and is intended for reuse in, 

MVACs. It also is intended to establish requirements that the equipment used to recharge 

MVACs utilizing HFC-134a meet certain specified accuracy levels established by SAE J-2099 

(another SAE standard). J-2843 relates to another air conditioner refrigerant called R-1234yf. 

Like J-2788, J-2843 establishes requirements that the equipment used to recharge MVACs with 

R-1234yf refrigerant meet certain specified accuracy levels established by SAE J-2099. 

14. A representative(s) of SPX Service Solutions was a working group member of 

SAE’s ICCSC during the drafting of SAE J-2788 and SAE J-2843. 

15. Section 1.14 of SAE’s Technical Standards Governance Board Policy Manual 

(“the SAE Policy Manual”) requires that a working group member that owns, controls or 

licenses potentially standard essential patents make such patents available for licensing either (1) 

without compensation or (2) under reasonable terms and conditions that are demonstrably free of 

any unfair discrimination. These licensing commitments enable SAE to include relevant patents 

in its standards, and have confidence in the subsequent widespread adoption of the standard. 

16. After the adoption of SAE J-2788, SPX Corporation sued certain competitors, 

including Bosch, for infringing patents that may be essential to the practice of SAE J-2788. 

After the adoption of J-2843, SPX amended its complaint to include a patent essential to the 

practice of J-2843. SPX Corporation sought injunctive relief in this lawsuit. 

17. Following the commencement of the suit described in paragraph 16, SAE sought 

assurance from SPX Service Solutions that it did not hold or currently intend to hold any 

invention claimed in a patent the use of which would be required for compliance with SAE J2788 and J-2843 standards; or in the alternative, written assurance that SPX Service Solutions 

would license its standard-essential patents royalty-free or under reasonable terms and conditions 

that were demonstrably free of any unfair discrimination. 

18. After receiving the letter from SAE referenced in Paragraph 17, SPX Service 

Solutions provided a letter of assurance to SAE stating that it believed it owned or controlled 

patents or pending patent applications that it believed could potentially be infringed by 

compliance with SAE J-2788 and SAE J-2843, and that, to the extent that a claim is essential to 

practicing either the SAE J-2788 or J-2843 standards, SPX Service Solutions would license these 

patents to applicants, on a claim-by-claim basis, as required for compliance with the SAE J-2788 

and J-2843 standards, under reasonable terms and conditions that are demonstrably free of any 

unfair discrimination. SPX Service Solutions has not provided SAE with a list of all patents and 

patent applications that may be essential to the implementation of SAE J-2788 and SAE J-2843. 

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19. Despite its letter of assurance to SAE, however, SPX Service Solutions continued 

to prosecute the suit for injunctive relief described in Paragraph 16. The defendants in this suit 

were willing licensees of SPX Service Solutions’ standard-essential patents. 

20. SPX Service Solutions’ breach of its commitment to offer licenses its standardessential patents pursuant to its obligations under 1.14 of the SAE Policy Manual by seeking 

injunctive relief over the same standard-essential patents, would exclude its competitors from the 

market, have caused, or threaten to cause, harm to competition and will continue to do so unless 

the relief requested herein is granted. SPX Service Solutions’ conduct, if left unchecked, tends 

to undermine the vitality of the standard-setting process. 

IX. VIOLATIONS CHARGED 

21. The Acquisition Agreement described in Paragraph 8 constitutes a violation of 

Section 5 of the FTC Act, as amended, 15 U.S.C. § 45. 

22. The Acquisition described in Paragraph 8, if consummated, would constitute a 

violation of 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. 

23. The allegations alleged in paragraph 11-20 are incorporated herein by reference. 

The conduct of SPX Service Solutions and SPX Corporation, constitutes an unfair method of 

competition in or affecting commerce in violation of Section 5 of the FTC Act, as amended, 15 

U.S.C. § 45. This conduct, or the effects thereof, will continue or recur in the absence of 

appropriate relief. 

WHEREFORE, THE PREMISES CONSIDERED, the Federal Trade Commission on 

this twenty-first day of November, 2012, issues its Complaint against said Respondent. 

By the Commission, Commissioner Rosch and Commissioner Ohlhausen dissenting. 

Donald S. Clark 

Secretary 

SEAL: 

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