61300 Federal Register / Vol. 82, No. 247 / Wednesday, December 27, 2017 / Notices 

standard within the existing structure of 

the FFIEC 002 for March 31, 2018. 

Interim guidance accompanying the 

Board’s transmittal letter to institutions 

for the March 31, 2018, report date will 

advise institutions that have adopted 

ASU 2016–01 to (a) continue to report 

the fair value and historical cost of their 

holdings of equity securities with 

readily determinable fair values not 

held for trading (which were reportable 

as available-for-sale equity securities 

prior to the adoption of ASU 2016–01) 

in existing Memorandum items 3 and 4 

of Schedule RAL; (b) measure their 

holdings of equity securities and other 

equity investments without readily 

determinable fair values not held for 

trading in accordance with the ASU and 

continue to report them in Schedule 

RAL, item 1.h; (c) report Schedule K, 

item 5, consistent with the measurement 

of Schedule RAL, item 1.i, except that 

all debt securities not held for trading 

should be measured on an amortized 

cost basis; (d) report Schedule O, item 

4, consistent with the measurement of 

Schedule RAL, item 3, except that all 

debt securities not held for trading 

should be measured at amortized cost; 

and (e) continue to report the amount 

from Memorandum item 3 of Schedule 

RAL in Schedule Q, item 1, column A. 

III. Timing 

The proposed changes to the report 

forms and instructions described in this 

notice would be implemented as of the 

June 30, 2018, report date. However, as 

discussed above, the proposed revised 

reporting requirements for equity 

investments would have varying 

effective dates for individual 

respondents and would begin with the 

June 30, 2018, report date. The agencies 

invite comment on any difficulties that 

institutions would expect to encounter 

in implementing the systems and 

process changes necessary to 

accommodate the proposed revisions to 

the FFIEC 002 and FFIEC 002S as of this 

proposed effective date. 

The specific wording of the captions 

for the new or revised data items 

discussed in this proposal and the 

numbering of these data items may be 

modified to provide clarity. 

IV. Request for Comment 

Public comment is requested on all 

aspects of this notice. Comment is 

specifically invited on: 

a. Whether the information 

collections are necessary for the proper 

performance of the agencies’ functions, 

including whether the information has 

practical utility; 

b. The accuracy of the agencies’ 

estimate of the burden of the 

information collections, including the 

validity of the methodology and 

assumptions used; 

c. Ways to enhance the quality, 

utility, and clarity of the information to 

be collected; 

d. Ways to minimize the burden of the 

information collections on respondents, 

including through the use of automated 

collection techniques or other forms of 

information technology; and 

e. Estimates of capital or start up costs 

and costs of operation, maintenance, 

and purchase of services to provide 

information. 

Comments submitted in response to 

this notice will be shared among the 

agencies. All comments will become a 

matter of public record. 

Board of Governors of the Federal Reserve 

System, December 21, 2017. 

Margaret Shanks, 

Deputy Secretary of the Board. 

[FR Doc. 2017–27942 Filed 12–26–17; 8:45 am] 

BILLING CODE 6210–01–P 

FEDERAL TRADE COMMISSION 

[File No. 171 0184] 

Alimentation Couche-Tard Inc. and 

CrossAmerica Partners LP; Analysis 

To Aid Public Comment 

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 complaint and the 

terms of the consent orders—embodied 

in the consent agreement—that would 

settle these allegations. 

DATES: Comments must be received on 

or before January 15, 2018. 

ADDRESSES: Interested parties may file a 

comment online or on paper, by 

following the instructions in the 

Request for Comment part of the 

SUPPLEMENTARY INFORMATION section 

below. Write: ‘‘Alimentation CoucheTard, Inc. (ACT) et al.; FTC File No. 

1710184’’ on your comment, and file 

your comment online at https://

ftcpublic.commentworks.com/ftc/ 

actholidaydivest by following the 

instructions on the web-based form. If 

you prefer to file your comment on 

paper, write ‘‘Alimentation CoucheTard, Inc. (ACT) et al.; FTC File No. 

1710184’’ 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: 

Nicholas Bush, (202–326–2848), Bureau 

of Competition, 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 a 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 December 15, 2017), on 

the World Wide Web, at https://

www.ftc.gov/news-events/commissionactions. 

You can file a comment online or on 

paper. For the Commission to consider 

your comment, we must receive it on or 

before January 15, 2018. Write 

‘‘Alimentation Couche-Tard, Inc. (ACT) 

et al.; FTC File No. 1710184’’ 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 

website, at https://www.ftc.gov/policy/ 

public-comments. 

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/ 

actholidaydivest 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 

website. 

If you prefer to file your comment on 

paper, write ‘‘Alimentation CoucheTard, Inc. (ACT) et al.; FTC File No. 

1710184’’ 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 


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Federal Register / Vol. 82, No. 247 / Wednesday, December 27, 2017 / Notices 61301 

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. 

Because your comment will be placed 

on the publicly accessible FTC website 

at https://www.ftc.gov, you are solely 

responsible for making sure that your 

comment does not include any sensitive 

or confidential information. In 

particular, your comment should not 

include any sensitive personal 

information, such as your or anyone 

else’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, such as medical 

records or other individually 

identifiable health information. In 

addition, your comment should not 

include any ‘‘trade secret or any 

commercial or financial information 

which . . . is privileged or 

confidential’’—as provided by 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)— 

including in particular competitively 

sensitive information such as costs, 

sales statistics, inventories, formulas, 

patterns, devices, manufacturing 

processes, or customer names. 

Comments containing material for 

which confidential treatment is 

requested must be filed in paper form, 

must be clearly labeled ‘‘Confidential,’’ 

and must comply with FTC Rule 4.9(c). 

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). Your 

comment will be kept confidential only 

if the General Counsel grants your 

request in accordance with the law and 

the public interest. Once your comment 

has been posted on the public FTC 

website—as legally required by FTC 

Rule 4.9(b)—we cannot redact or 

remove your comment from the FTC 

website, unless you submit a 

confidentiality request that meets the 

requirements for such treatment under 

FTC Rule 4.9(c), and the General 

Counsel grants that request. 

Visit the FTC website at http://

www.ftc.gov to read this Notice and the 

news release describing it. The FTC Act 

and other laws that the Commission 

administers permit the collection of 

public comments to consider and use in 

this proceeding, as appropriate. The 

Commission will consider all timely 

and responsive public comments that it 

receives on or before January 15, 2018. 

For information on the Commission’s 

privacy policy, including routine uses 

permitted by the Privacy Act, see 

https://www.ftc.gov/site-information/ 

privacy-policy. 

Analysis of Agreement Containing 

Consent Orders To Aid Public Comment 

Introduction 

The Federal Trade Commission 

(‘‘Commission’’) has accepted for public 

comment, subject to final approval, an 

Agreement Containing Consent Orders 

(‘‘Consent Agreement’’) from 

Alimentation Couche-Tard Inc. (‘‘ACT’’) 

and CrossAmerica Partners LP (‘‘CAPL’’) 

(collectively, the ‘‘Respondents’’). The 

Consent Agreement is designed to 

remedy the anticompetitive effects that 

likely would result from ACT’s 

proposed acquisition of Holiday 

Companies (‘‘Holiday’’). 

Under the terms of the proposed 

Consent Agreement, ACT and CAPL 

must divest to a Commission-approved 

buyer (or buyers) certain CAPL and 

Holiday retail fuel outlets and related 

assets in ten local markets in Minnesota 

and Wisconsin. ACT and CAPL must 

complete the divestiture no later than 

120 days after the closing of ACT’s 

acquisition of Holiday. The Commission 

and Respondents have agreed to an 

Order to Maintain Assets that requires 

Respondents to operate and maintain 

each divestiture outlet in the normal 

course of business through the date the 

Commission-approved buyer acquires 

the outlet. 

The Commission has placed the 

proposed Consent Agreement 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 proposed Consent 

Agreement and the comments received, 

and will decide whether it should 

withdraw from the Consent Agreement, 

modify it, or make it final. 

II. The Respondents 

Respondent ACT, a publicly traded 

company headquartered in Laval, 

Quebec, Canada, operates convenience 

stores and retail fuel outlets throughout 

the United States and the world. ACT is 

the parent of wholly owned subsidiary 

Circle K Stores Inc. (‘‘Circle K’’). ACT’s 

current U.S. network consists of 

approximately 7,200 stores located in 42 

states. Over 5,000 locations are 

company-operated, making ACT the 

largest convenience store operator in 

terms of company-owned stores and the 

second-largest chain overall in the 

country. ACT convenience store 

locations operate primarily under the 

Circle K, Kangaroo Express, and Corner 

Store banners, while its retail fuel 

outlets operate under a variety of 

company and third-party brands. 

Respondent CAPL, a publicly traded 

master limited partnership 

headquartered in Allentown, 

Pennsylvania, markets fuel at wholesale, 

and owns and operates convenience 

stores and retail fuel outlets. ACT, via 

Circle K, acquired CST Brands, Inc. in 

June 2017, which gave Circle K 

operational control and management of 

CAPL. CAPL supplies fuel to nearly 

1,200 sites across 29 states. 

III. The Proposed Acquisition 

On July 10, 2017, ACT, through its 

wholly owned subsidiary Oliver 

Acquisition Corp., entered into an 

agreement to acquire certain Holiday 

equity interests, including Holiday’s 

retail fuel outlets (the ‘‘Transaction’’). 

The Transaction would cement ACT’s 

position as one of the largest operators 

of retail fuel outlets in the United States. 

The Commission’s Complaint alleges 

that the Transaction, if consummated, 

would violate Section 7 of the Clayton 

Act, as amended, 15 U.S.C. 18, and that 

the Transaction agreement constitutes a 

violation of Section 5 of the Federal 

Trade Commission Act, as amended, 15 

U.S.C. 45, by substantially lessening 

competition for the retail sale of 

gasoline and the retail sale of diesel in 

ten local markets in Minnesota and 

Wisconsin. 

IV. The Retail Sales of Gasoline and 

Diesel 

The Commission’s Complaint alleges 

that relevant product markets in which 

to analyze the Transaction are the retail 

sale of gasoline and the retail sale of 

diesel. Consumers require gasoline for 

their gasoline-powered vehicles and can 

purchase gasoline only at retail fuel 

outlets. Likewise, consumers require 

diesel for their diesel-powered vehicles 

and can purchase diesel only at retail 

fuel outlets. The retail sale of gasoline 

and the retail sale of diesel constitute 

separate relevant markets because the 

two are not interchangeable—vehicles 

that run on gasoline cannot run on 

diesel and vehicles that run on diesel 

cannot run on gasoline. 

The Commission’s Complaint alleges 

the relevant geographic markets in 

which to assess the competitive effects 


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61302 Federal Register / Vol. 82, No. 247 / Wednesday, December 27, 2017 / Notices 

of the Transaction include ten local 

markets within the following cities: 

Aitkin, Hibbing, Minnetonka, Mora, 

Saint Paul, and Saint Peter in 

Minnesota, and Hayward, Siren, and 

Spooner in Wisconsin. 

The geographic markets for retail 

gasoline and retail diesel are highly 

localized, ranging up to a few miles, 

depending on local circumstances. Each 

relevant market is distinct and factdependent, reflecting the commuting 

patterns, traffic flows, and outlet 

characteristics unique to each market. 

Consumers typically choose between 

nearby retail fuel outlets with similar 

characteristics along their planned 

routes. The geographic markets for the 

retail sale of diesel may be similar to the 

corresponding geographic markets for 

retail gasoline as many diesel 

consumers exhibit the same preferences 

and behaviors as gasoline consumers. 

The Transaction would substantially 

increase the market concentration in 

each of the ten local markets, resulting 

in highly concentrated markets. In five 

local markets, the Transaction would 

reduce the number of competitively 

constraining independent market 

participants from three to two. In the 

remaining five local markets, the 

Transaction would reduce the number 

of competitively constraining 

independent market participants from 

four to three. 

The Transaction would substantially 

lessen competition for the retail sale of 

gasoline and the retail sale of diesel in 

these local markets. Retail fuel outlets 

compete on price, store format, product 

offerings, and location, and pay close 

attention to competitors in close 

proximity, on similar traffic flows, and 

with similar store characteristics. The 

combined entity would be able to raise 

prices unilaterally in markets where 

ACT and Holiday are close competitors. 

Absent the Transaction, ACT and 

Holiday would continue to compete 

head to head in these local markets. 

Moreover, the Transaction would 

increase the likelihood of coordination 

in local markets where only two or three 

competitively constraining independent 

market participants would remain. Two 

aspects of the retail fuel industry make 

it vulnerable to coordination. First, 

retail fuel outlets post their fuel prices 

on price signs that are visible from the 

street, allowing competitors to observe 

each other’s fuel prices without 

difficulty. Second, retail fuel outlets 

regularly track their competitors’ fuel 

prices and change their own prices in 

response. These repeated interactions 

give retail fuel outlets familiarity with 

how their competitors price and how 

their competitors respond to their own 

prices. 

Entry into each relevant market would 

not be timely, likely, or sufficient to 

deter or counteract the anticompetitive 

effects arising from the Acquisition. 

Significant entry barriers include the 

availability of attractive real estate, the 

time and cost associated with 

constructing a new retail fuel outlet, and 

the time associated with obtaining 

necessary permits and approvals. 

V. The Proposed Consent Agreement 

The proposed Consent Agreement 

would remedy the Acquisition’s likely 

anticompetitive effects by requiring 

ACT and CAPL to divest certain CAPL 

and Holiday retail fuel outlets and 

related assets in ten local markets. 

The proposed Consent Agreement 

requires that the divestiture occur no 

later than 120 days after ACT 

consummates the Acquisition. This 

Agreement protects the Commission’s 

ability to obtain complete and effective 

relief given the small number of outlets 

to be divested. Further, based on 

Commission staff’s investigation, the 

Commission believes that ACT can 

identify an acceptable buyer (or buyers) 

within 120 days. 

The proposed Consent Agreement 

further requires ACT and CAPL to 

maintain the economic viability, 

marketability, and competitiveness of 

each divestiture asset until the 

Commission approves a buyer (or 

buyers) and the divestiture is complete. 

For up to twelve months following the 

divestiture, ACT and CAPL must make 

available transitional services, as 

needed, to assist the buyer of each 

divestiture asset. 

In addition to requiring outlet 

divestitures, the proposed Consent 

Agreement also requires ACT and CAPL 

to provide the Commission notice before 

acquiring designated outlets in the ten 

local areas for ten years. The prior 

notice provision is necessary because 

acquisitions of the designated outlets 

likely raise competitive concerns and 

may fall below the HSR Act premerger 

notification thresholds. 

The proposed Consent Agreement 

contains additional provisions designed 

to ensure the effectiveness of the 

proposed relief. For example, 

Respondents have agreed to an Order to 

Maintain Assets that will issue at the 

time the proposed Consent Agreement is 

accepted for public comment. The Order 

to Maintain Assets requires 

Respondents to operate and maintain 

each divestiture outlet in the normal 

course of business, through the date the 

Respondents’ complete divestiture of 

the outlet. During this period, and until 

such time as the buyer (or buyers) no 

longer requires transitional assistance, 

the Order to Maintain Assets authorizes 

the Commission to appoint an 

independent third party as a Monitor to 

oversee the Respondents’ compliance 

with the requirements of the proposed 

Consent Agreement. 

The purpose of this analysis is to 

facilitate public comment on the 

proposed Consent agreement, and the 

Commission does not intend this 

analysis to constitute an official 

interpretation of the proposed Consent 

Agreement or to modify its terms in any 

way. 

By direction of the Commission. 

Donald S. Clark, 

Secretary. 

[FR Doc. 2017–27924 Filed 12–26–17; 8:45 am] 

BILLING CODE 6750–01–P 

FEDERAL TRADE COMMISSION 

Agency Information Collection 

Activities; Submission for OMB 

Review; Comment Request 

AGENCY: Federal Trade Commission 

(‘‘FTC’’). 

ACTION: Notice and request for comment. 

SUMMARY: In compliance with the 

Paperwork Reduction Act (PRA) of 

1995, the FTC is seeking public 

comments on its request to OMB for a 

three-year extension of the current PRA 

clearance for information collection 

requirements contained in its Trade 

Regulation Rule entitled Labeling and 

Advertising of Home Insulation (R-value 

Rule or Rule). That clearance expires on 

January 31, 2018. 

DATES: Comments must be received by 

January 26, 2018. 

ADDRESSES: Interested parties may file a 

comment online or on paper by 

following the instructions in the 

Request for Comments part of the 

SUPPLEMENTARY INFORMATION section 

below. Write ‘‘R-value Rule: FTC File 

No. R811001’’ on your comment, and 

file your comment online at https://

ftcpublic.commentworks.com/ftc/ 

rvaluerulepra2 by following the 

instructions on the web-based form. If 

you prefer to file your comment on 

paper, mail your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

600 Pennsylvania Avenue NW, Suite 

CC–5610 (Annex J), Washington, DC 

20580, or deliver your comment to the 

following address: Federal Trade 

Commission, Office of the Secretary, 

Constitution Center, 400 7th Street SW, 

5th Floor, Suite 5610 (Annex J), 

Washington, DC 20024. 


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