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Federal Register/Vol. 77, No. 149/Thursday, August 46186 Federal Register / Vol. 77, No. 149 / Thursday, August 2, 2012 / Notices DEPARTMENT OF JUSTICE comments, including the name of the systems for competitors’ engines. UTC submitter, and responses thereto, will be also could exploit confidential Antitrust Division posted on the U.S. Department of information gained through its work on Justice, Antitrust Division’s internet those engine control systems to United States v. United Technologies Web site, filed with the Court and, disadvantage its competitors. The Corporation and Goodrich under certain circumstances, published proposed acquisition therefore is likely Corporation; Proposed Final Judgment in the Federal Register. Comments to reduce competition substantially for and Competitive Impact Statement should be directed to Maribeth Petrizzi, aircraft turbine engines. Notice is hereby given pursuant to the Chief, Litigation II Section, Antitrust 4. UTC and a joint venture in which Antitrust Procedures and Penalties Act, Division, U.S. Department of Justice, Goodrich has a fifty percent share are 15 U.S.C. 16(b)-(h), that a proposed 450 Fifth Street NW., Suite 8700, two of the world’s three leading Final Judgment, Hold Separate Washington, DC 20530 (telephone: (202) producers of engine control systems for Stipulation and Order, and Competitive 307–0924). large aircraft turbine engines. The Impact Statement have been filed with Patricia A. Brink, proposed acquisition likely would reduce competition substantially for the United States District Court for the Director of Civil Enforcement. District of Columbia in United States v. engine control systems for large aircraft United Technologies Corporation and United States District Court for the turbine engines. Goodrich Corporation, Civil Action No. District of Columbia 5. As a result, the proposed 1:12-cv-01230. On July 26, 2012, the United States of America, United States acquisition likely would substantially United States filed a Complaint alleging Department of Justice, Antitrust Division, 450 lessen competition in the worldwide that the proposed acquisition of Fifth Street NW., Suite 8700, Washington, DC markets for the development, Goodrich Corporation (‘‘Goodrich’’) by 20530, Plaintiff, v. United Technologies manufacture, and sale of large main United Technologies Corporation Corporation, United Technologies Building,) engine generators, aircraft turbine (‘‘UTC’’) would violate Section 7 of the Hartford, Connecticut 06101 and Goodrich engines, and engine control systems for Clayton Act, 15 U.S.C. 18. The proposed Corporation, Four Coliseum Centre,) 2730 large aircraft turbine engines, in West Tyvola Road,) Charlotte, North Carolina violation of Section 7 of the Clayton Final Judgment, filed at the same time 28217, Defendants as the Complaint, requires UTC to divest Act, 15 U.S.C. 18. [Civil Action No. 1:12-cv-01230] assets comprising Goodrich’s small II. The Defendants engine control products business, Complaint including Goodrich’s facility in West The United States of America 6. UTC is incorporated in Delaware Hartford, Connecticut and other tangible (‘‘United States’’), acting under the and has its headquarters in Hartford, and intangible assets used in this direction of the Attorney General of the Connecticut. UTC produces a wide business. The proposed Final Judgment United States, brings this civil antitrust range of products for the aerospace also requires UTC to divest Goodrich’s action against Defendants United industry and other industries, electric generation and distribution Technologies Corporation (‘‘UTC’’) and including, among other products, systems business, including Goodrich’s Goodrich Corporation (‘‘Goodrich’’) to aircraft generators, aircraft engine facilities in Pitstone, United Kingdom enjoin UTC’s proposed acquisition of control systems and components, and Twinsburg, Ohio, other tangible and Goodrich. The United States complains aircraft engines, and helicopters. UTC’s intangible assets used in this business, and alleges as follows: main aerospace divisions are Pratt & and Goodrich’s shares in the TRW– Whitney, Hamilton Sundstrand, and Thales Aerolec SAS joint venture. I. Nature of the Action Sikorsky. In 2010, UTC had revenues of Finally, the proposed Final Judgment 1. Pursuant to an asset purchase approximately $54 billion. requires UTC to divest Goodrich’s agreement dated September 21, 2011, 7. Goodrich is incorporated in New shares in the AEC joint venture, as well UTC proposes to acquire all the shares York and has its headquarters in as provide Rolls-Royce plc an additional of Goodrich. The transaction is valued Charlotte, North Carolina. Goodrich time period in which it would be able at approximately $18.4 billion. If manufactures a variety of products for to purchase certain assets relating to the consummated, the acquisition would the aerospace industry, including, aftermarket services utilized by that constitute the largest aerospace among other products, aircraft joint venture. acquisition in history. generators, aircraft engine control Copies of the Complaint, proposed 2. UTC and Goodrich are the only two systems and components, landing gear, Final Judgment, and Competitive Impact significant suppliers in the worldwide and actuation systems. In 2010, Statement are available for inspection at market for large main engine generators. Goodrich had revenues of the Department of Justice, Antitrust The proposed acquisition would approximately $7.2 billion. In 2001, Division, Antitrust Documents Group, eliminate competition between UTC and Goodrich began a joint venture with 450 Fifth Street NW., Suite 1010, Goodrich for large main engine Thales Avionics Electrical Systems SA Washington, DC 20530 (telephone: (202) generators. called TRW-Thales Aerolec SAS 514–2481), on the Department of 3. UTC is one of only a few producers (‘‘Aerolec’’) for the purpose of Justice’s Web site at http:// of aircraft turbine engines in the world. collaborating on the development of www.usdoj.gov/atr, and at the Office of Either on its own or through a variable-frequency main engine the Clerk of the United States District partnership, Goodrich produces and generators for large aircraft. References Court for the District of Columbia. services engine control systems, a to Goodrich throughout the remainder Copies of these materials may be critical component on such engines, for of this Complaint also refer to Aerolec. obtained from the Antitrust Division several of UTC’s leading competitors. III. Jurisdiction and Venue upon request and payment of the Following the acquisition, UTC could copying fee set by Department of Justice disadvantage its engine competitors by 8. The United States brings this action regulations. withholding or delaying delivery, under Section 15 of the Clayton Act, 15 Public comment is invited within 60 increasing prices, or reducing the U.S.C. 4 and 25, as amended, to prevent days of the date of this notice. Such quality of its servicing of engine control and restrain Defendants from violating VerDate Mar<15>2010 18:21 Aug 01, 2012 Jkt 226001 PO 00000 Frm 00002 Fmt 4701 Sfmt 4703 E:\FR\FM\02AUN2.SGM 02AUN2 TKELLEY on DSK3SPTVN1PROD with NOTICES2 Federal Register / Vol. 77, No. 149 / Thursday, August 2, 2012 / Notices 46187 Section 7 of the Clayton Act, 15 U.S.C. primarily aircraft that seat 100 more space, require more connections to 18. passengers or more, such as commercial the electrical distribution system and 9. Defendants develop, manufacture, aircraft like the Airbus A380 and A320 the gearbox, and would be more costly. and sell aircraft systems and or the Boeing 777 and 737. Aircraft that Weight and space, in particular, are components and other products in the do not qualify as large aircraft include important factors in generator selection flow of interstate commerce. regional jets, business jets, and and likely would dissuade a customer Defendants’ activities in the helicopters, which are smaller and have from approving such a design. development, manufacture, and sale of considerably fewer seats than large 21. A generator used in an auxiliary these products substantially affect aircraft. power unit (‘‘APU’’) cannot be used in interstate commerce. This Court has 16. Electrical systems on large aircraft place of a main engine generator. APU subject matter jurisdiction over this are significantly different from those generators are designed to perform a action pursuant to Section 15 of the used on smaller aircraft. Large aircraft function different from main engine Clayton Act, 15 U.S.C. 25, and 28 U.S.C. require more power than smaller generators and, therefore, differ in 1331, 1337(a), and 1345. aircraft. In addition, large aircraft and mechanical design, electrical design, 10. Defendants have consented to smaller aircraft have substantial and cooling technique. differences in terms of power rating, venue and personal jurisdiction in this B. Relevant Markets judicial district. Venue is therefore voltage, speed, and cooling system. proper in this District under Section 12 Further, large aircraft systematically use 1. Product Market of the Clayton Act, 15 U.S.C. 22, and 28 alternating current (‘‘AC’’), but smaller 22. Large main engine generators have U.S.C. 1391(c). aircraft can use either AC or direct specific applications, for which other current (‘‘DC’’). AC generators can IV. Large Main Engine Generators products cannot be employed. An produce variable frequency or constant aircraft needs a main engine generator A. Background frequency electrical power. The and cannot operate
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