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 Federal Trade Commission [File No. 141 0108]
 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.
 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.


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 
                    ( print page 5754)
                    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 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] 
 
 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 
                    ( print page 5756)
                    practices 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 number
City
State
Merger
                             result
HHI
                             (pre)
HHI
                             (post)
Delta
Divested store(s)1
Anthem
AZ
4 to 3
2768
3423
655
SFY 1726.2
Carefree
AZ
5 to 4
2298
2976
678
ALB 979.3
Flagstaff
AZ
5 to 4
2744
3365
621
ALB 967.4
Lake Havasu
AZ
4 to 3
2609
3401
792
ALB 1027.5
Prescott
AZ
4 to 3
2675
3405
730
ALB 953.6
Prescott Valley
AZ
4 to 3
2828
3340
512
ALB 965.7
Scottsdale
AZ
3 to 2
3797
5001
1204
ALB 983.8
Tucson (Eastern)
AZ
4 to 3
3341
4130
789
SFY 234 & 2611.9
Tucson (Southwest)
AZ
5 to 4
2018
2909
891
ALB 972.10
Alpine
CA
3 to 2
3857
5002
1145
SFY 2333.11
Arroyo Grande/Grover Beach
CA
3 to 2
3690
6864
3174
ALB 6304.12
Atascadero
CA
3 to 2
3456
6242
2786
ALB 6390.( print page 5757)13
Bakersfield
CA
6 to 5
1923
2562
639
ALB 6323, 6325 & 6379.14
Burbank
CA
3 to 2
4199
5011
812
ALB 6315.15
Calabasas
CA
3 to 2
3400
5415
2015
SFY 2031.16
Camarillo
CA
5 to 4
2950
4215
1265
ALB 6385.17
Carlsbad (North)
CA
4 to 3
2977
3888
911
ALB 6701.18
Carlsbad (South)
CA
5 to 4
2209
3210
1001
ALB 6720.19
Carpinteria
CA
2 to 1
5012
10,000
4988
SFY 2425.20
Cheviot Hills/Culver City
CA
4 to 3
2394
3914
1520
ALB 6168 & 6169.21
Chino Hills
CA
4 to 3
3596
4047
451
SFY 2597.22
Coronado Island
CA
2 to 1
5025
10,000
4975
ALB 6747.23
Diamond Bar
CA
3 to 2
4466
5231
765
SFY 2062.24
El Cajon
CA
4 to 3
2983
3597
614
ALB 6771.25
Hermosa Beach
CA
5 to 4
2752
4371
1619
ALB 6127, 6138, 6153 & 6189.26
Imperial Beach
CA
2 to 1
5869
10,000
4131
ALB 6228.27
La Jolla
CA
3 to 2
5505
7083
1578
ALB 6788.28
La Mesa
CA
3 to 2
3382
5997
2615
SFY 2064 & 2137.29
Ladera Ranch
CA
2 to 1
5081
10,000
4919
SFY 2703.30
Laguna Beach
CA
3 to 2
3335
5799
2464
ALB 6575.31
Laguna Niguel
CA
4 to 3
3190
3883
693
SFY 1676.32
Lakewood
CA
6 to 5
2073
2581
508
ALB 6154.33
Lemon Grove
CA
3 to 2
3581
6059
2478
SFY 2365.34
Lomita
CA
3 to 2
3695
5040
1345
ALB 6107.35
Lompoc
CA
4 to 3
2566
3713
1147
ALB 6339.36
Mira Mesa (North)
CA
5 to 4
2412
3808
1396
ALB 6742 & 6772.37
Mira Mesa (South)
CA
2 to 1
6904
10,000
3096
ALB 6770.38
Mission Viejo/Laguna Hills
CA
4 to 3
3157
3784
627
ALB 6517.39
Mission Viejo (North)
CA
3 to 2
3933
5012
1079
SFY 1670.40
Morro Bay
CA
5 to 4
2965
4056
1091
SFY 2312.41
National City
CA
3 to 2
3748
5013
1265
SFY 2006, 2336 & 3063.42
Newbury Park
CA
3 to 2
3629
5833
2204
SFY 1793.43
Newport Beach
CA
5 to 4
3160
3811
651
ALB 6504.44
Oxnard
CA
4 to 3
2939
3375
436
ALB 6217.45
Palm Desert/Rancho Mirage
CA
6 to 5
2196
3094
898
SFY 2383 & 3218.46
Palmdale
CA
4 to 3
3056
4039
983
ALB 6329.47
Paso Robles
CA
4 to 3
2851
5427
2576
SFY 2317.48
Poway
CA
4 to 3
2540
3526
986
ALB 6741 & 6763.49
Rancho Cucamonga/Upland
CA
4 to 3
3266
4118
852
ALB 6523 & 6589.50
Rancho Santa Margarita
CA
4 to 3
2628
4300
1672
ALB 6521.51
San Diego (Clairemont)
CA
3 to 2
4066
6374
2308
ALB 6781.52
San Diego (Hillcrest/University Heights)
CA
3 to 2
4436
6571
2135
ALB 6714 & 6715.53
San Diego, CA (Tierrasanta)
CA
2 to 1
5586
10,000
4414
ALB 6760.54
San Luis Obispo
CA
4 to 3
2896
5306
2410
ALB 6372 & 6409.55
San Marcos
CA
3 to 2
5991
6282
291
SFY 2174.56
San Pedro
CA
3 to 2
3518
6442
2924
ALB 6160 & 6164.57
Santa Barbara
CA
4 to 3
2741
3462
721
ALB 6351 & 6352.58
Santa Barbara/Goleta
CA
3 to 2
3909
7469
3560
SFY 2048 & 2691.59
Santa Clarita
CA
4 to 3
2646
3732
1086
SFY 1669 & 1961.60
Santa Monica
CA
4 to 3
3293
4879
1586
ALB 6162.61
Santee
CA
3 to 2
3477
6133
2656
ALB 6727.62
Simi Valley
CA
5 to 4
3633
7101
3468
ALB 6317 & 6363; SFY 2163.63
Solana Beach
CA
3 to 2
3830
6188
2358
ALB 6702.64
Thousand Oaks
CA
3 to 2
4057
6047
1990
ALB 6369.65
Tujunga
CA
3 to 2
3688
3969
281
ALB 6397.66
Tustin (central)
CA
4 to 3
3474
4348
874
SFY 2146 & 2324.67
Tustin/Irvine
CA
4 to 3
3939
4485
546
SFY 2822.68
Ventura
CA
4 to 3
2732
3550
818
ALB 6318.69
Westlake Village
CA
5 to 4
1955
3563
1608
ALB 6388.70
Yorba Linda
CA
4 to 3
2803
4588
1785
ALB 6510.71
Butte
MT
3 to 2
4701
5189
488
ALB 2007.72
Deer Lodge
MT
2 to 1
5000
10,000
5000
SFY 3256.73
Missoula
MT
4 to 3
3107
4063
956
SFY 1573 & 2619.74
Boulder City
NV
2 to 1
5051
10,000
4949
SFY 2391.75
Henderson (East)
NV
4 to 3
2705
3356
651
ALB 6014 & 6019.76
Henderson (Southwest)
NV
3 to 2
3653
5042
1389
ALB 6028.77
Summerlin
NV
4 to 3
3107
4367
1260
SFY 1688, 2392 & 2395.78
Ashland
OR
2 to 1
5013
10,000
4987
SFY 4292.79
Baker County
OR
2 to 1
5102
10,000
4898
ALB 261.80
Bend
OR
6 to 5
2632
3824
1192
ALB 587 & 588.81
Eugene
OR
5 to 4
2392
3414
1022
ALB 507 & 568.82
Grants Pass
OR
4 to 3
2769
3537
768
ALB 501 & 537.( print page 5758)83
Happy Valley/Clackamas
OR
2 to 1
5006
10,000
4994
ALB 503.84
Keizer
OR
5 to 4
2852
3367
515
ALB 562.85
Klamath Falls
OR
5 to 4
2511
2917
406
SFY 1766 & 4395.86
Lake Oswego
OR
4 to 3
3176
5604
2428
ALB 521.87
Milwaukie
OR
3 to 2
5729
6082
353
ALB 566.88
Sherwood
OR
3 to 2
3989
5028
1039
ALB 579.89
Springfield
OR
3 to 2
4400
5197
797
SFY 311.90
Tigard
OR
5 to 4
2261
2984
723
ALB 559, 565 & 576.91
West Linn
OR
3 to 2
3611
6268
2657
ALB 506.92
Colleyville
TX
5 to 4
2686
3465
779
SFY 3555 & 3576.93
Dallas (Far North)
TX
5 to 4
2413
2891
478
ALB 4140.94
Dallas (Farmers Branch/North Dallas)
TX
4 to 3
3746
5175
1429
ALB 4182.95
Dallas (University Park/Highland Park)
TX
4 to 3
2755
4261
1506
ALB 4134 & 4168.96
Dallas (University Park/Northeast Dallas)
TX
5 to 4
2345
3065
720
ALB 4132 & 4297.97
McKinney
TX
5 to 4
2692
3613
921
SFY 3573.98
Plano
TX
4 to 3
3105
3541
436
SFY 2568.99
Roanoke
TX
3 to 2
4680
5351
671
ALB 4149.100
Rowlett
TX
3 to 2
3386
5450
2064
ALB 4197.101
Bremerton
WA
4 to 3
2721
3399
678
ALB 443.102
Burien
WA
5 to 4
1979
4489
2510
ALB 411 & 473.103
Everett
WA
5 to 4
2301
2586
285
SFY 517.104
Federal Way
WA
5 to 4
2312
2709
397
ALB 496.105
Gig Harbor
WA
3 to 2
3396
5235
1839
SFY 2949.106
Lake Forest Park
WA
5 to 4
3889
4352
463
ALB 425.107
Lake Stevens
WA
5 to 4
2646
3455
809
ALB 477.108
Lakewood
WA
5 to 4
2333
3170
837
ALB 465.109
Liberty Lake
WA
3 to 2
3483
5090
1607
SFY 1741.110
Milton
WA
3 to 2
3960
5010
1050
ALB 472.111
Monroe
WA
4 to 3
2911
3352
441
ALB 476.112
Oak Harbor
WA
3 to 2
4296
6446
2150
SFY 3518.113
Olympia (East)
WA
6 to 5
2205
2566
361
ALB 415.114
Port Angeles
WA
3 to 2
3773
5588
1815
ALB 404.115
Port Orchard
WA
4 to 3
2747
3362
615
SFY 1082.116
Puyallup
WA
3 to 2
4160
5072
912
ALB 468.117
Renton (East Hill-Meridian)
WA
4 to 3
3304
3719
415
ALB 470.118
Renton (New Castle)
WA
4 to 3
4417
5274
857
SFY 1468.119
Sammamish
WA
2 to 1
5761
10,000
4239
ALB 403.120
Shoreline
WA
4 to 3
3792
4017
225
SFY 442.121
Silverdale
WA
4 to 3
2845
3516
671
ALB 492.122
Snohomish
WA
2 to 1
5595
10,000
4405
ALB 401.123
Tacoma (Eastside)
WA
4 to 3
3260
3727
467
ALB 498.124
Tacoma (Spanaway)
WA
5 to 4
2707
3360
653
SFY 551.125
Walla Walla
WA
5 to 4
2624
3417
793
ALB 225.126
Wenatchee
WA
3 to 2
3744
5047
1303
ALB 244.127
Woodinville
WA
3 to 2
3568
5192
1624
ALB 459.128
Casper
WY
4 to 3
3816
4353
537
SFY 433 & 2468.129
Laramie
WY
3 to 2
3793
5000
1207
ALB 2063.130
Sheridan
WY
3 to 2
4802
5421
619
SFY 2664.
 By direction of the Commission. Donald S. Clark, Secretary.


# 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). Back to Citation
 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). Back to Citation
 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). Back to Citation
 4.
    
                         
                        *See*
                         Exhibit A. Back to Citation


[FR Doc. 2015-01971 Filed 2-2-15; 8:45 am] BILLING CODE 6750-01-P