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General Electric/ Honeywell Case No COMP/M.2220 – General Electric/ Honeywell Only the English text is authentic. REGULATION (EEC) No 4064/89 MERGER PROCEDURE Article 8(3) Date: 03/07/2001 This text is made available for information purposes only and does not constitute an official publication. The official text of the decision will be published in the Official Journal of the European Communities Commission Decision of 03/07/2001 declaring a concentration to be incompatible with the common market and the EEA Agreement Case No COMP/M.2220 – General Electric/Honeywell This text is made available for information purposes only and does not constitute an official publication. (Only the English text is authentic) (Text with EEA relevance) THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Community, Having regard to the Agreement on the European Economic Area, and in particular Article 57 thereof, Having regard to Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations between undertakings1, as last amended by Regulation (EC) No 1310/972, and in particular Article 8(3) thereof, Having regard to the Commission’s decision of 1 March 2001 to initiate proceedings in this case, Having given the undertakings concerned the opportunity to make known their views on the objections raised by the Commission, Having regard to the opinion of the Advisory Committee on Concentrations3, WHEREAS : 1. On 5 February 2001, the Commission received the notification of a proposed concentration pursuant to Article 4 of Regulation (EEC) No 4064/89 (hereinafter referred to as “the Merger Regulation”) by which the General Electric Company (“GE”) of the USA has agreed to acquire the entire share capital of Honeywell International Inc. (“Honeywell”) of the USA. 2. On 1 March 2001, the Commission decided in accordance with Article 6(1)(c) of the Merger Regulation and Article 47 of the EEA Agreement to initiate proceedings in this case. 1 OJ L 395, 30.12.1989, p. 1; corrected version OJ L 257, 21.9.1990, p. 13 2 OJ L 180, 9.7.1997, p. 1. 3 OJ C ...,...2000. , p.... Rue de la Loi 200, B-1049 Bruxelles/Wetstraat 200, B-1049 Brussel - Belgium - Office: J-70, 5/133. Telephone: direct line (+32-2)295.11.96, exchange 299.11.11. Fax: 296.95.78. Telex: COMEU B 21877. Telegraphic address: COMEUR Brussels. This text is made available for information purposes only and does not constitute an official publication. I. THE PARTIES 3. GE is a diversified industrial corporation active in fields including aircraft engines, appliances, information services, power systems, lighting, industrial systems, medical systems, plastics, broadcasting (through the NBC media channel), financial services and transportation systems. 4. Honeywell is an advanced technology and manufacturing company serving customers worldwide with aerospace products and services, automotive products, electronic materials, speciality chemicals, performance polymers, transportation and power systems as well as home, building and industrial controls. II. THE OPERATION 5. On 22 October 2000, GE and Honeywell entered into an agreement under which “General Electric 2000 Merger Sub, Inc.”, a wholly owned subsidiary of GE, will be merged with Honeywell. As a result, Honeywell will become a wholly owned subsidiary of GE. III. CONCENTRATION 6. Pursuant to the Agreement between GE and Honeywell, GE will exchange shares of GE stock for each outstanding share of Honeywell stock. All shares of Honeywell common stock will be cancelled, retired and cease to exist. As a result of this acquisition, GE will acquire sole control of Honeywell, giving rise to a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. IV. COMMUNITY DIMENSION 7. The undertakings concerned have a combined aggregate worldwide turnover of more than EUR 5 000 million4 (for the full year 1999, EUR [...]* for GE and [...]* for Honeywell). Both GE and Honeywell have a Community-wide turnover in excess of EUR 250 million (for the full year 1999, [...]* for GE and [...]* for Honeywell), but 4 Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Notice on the calculation of turnover (OJ C66, 2.3.1998, p. 25). To the extent that figures include turnover for the period before 1 January 1999, they are calculated on the basis of average ECU exchange rates and translated into EUR on a one-for-one basis. * Parts of this text have been edited to ensure that confidential information is not disclosed; those parts are enclosed in square brackets and marked with an asterisk. 4 This text is made available for information purposes only and does not constitute an official publication. they do not achieve more than two-thirds of their aggregate Community-wide turnover within one and the same Member State. The notified operation therefore has a Community dimension. 5 This text is made available for information purposes only and does not constitute an official publication. V. COMPATIBILITY WITH THE COMMON MARKET A. INTRODUCTION 8. The product markets that are affected by the combination of the GE and Honeywell businesses are part of the aerospace and power systems industries. In these sectors, the transaction brings about significant horizontal, vertical and conglomerate effects. B. AEROSPACE MARKETS 1. AIRCRAFT ENGINES AND RELATED MARKETS 1.A. RELEVANT MARKETS 1.A.1. PRODUCT MARKETS (1) STRUCTURE OF THE MARKETS 9. Jet engines are the propulsion system of jet aircraft. Competition in the jet engines markets takes place at two different levels. First, engines compete in order to be certified in a given airframe platform under development and second when airlines buying the aircraft platform select one of the available certified engines or when airlines decide on the acquisition of aircraft with different engines (whether or not the aircraft offers an engine choice). In the first case, engines compete in technical and commercial terms to power the specific platform; in the second, they compete also on technical and commercial grounds to be selected by the airline. Indeed, the demand for engines derives from the demand for jet aircraft. In this sense, an engine is a complementary product to the aircraft, the sale of the one being of no value without the sale of the other. As a consequence, in defining the relevant jet engines product markets one needs to take into account also competition between the end-use applications – that is, between the types of aircraft that final buyers consider suitable. 10. In previous cases,5 the Commission has defined three distinct markets for jet aircraft on the basis of the aircraft mission profile – that is, the purpose for which the aircraft is purchased, which is in turn determined by its seating capacity, its flying range and its economics (i.e., price and operational cost). These are the markets for large 5 See in particular Commission Decision 91/619/EEC in Case No IV/M.53 – Alenia/De Havilland, OJ L 334, 5/12/1991, p. 42; Commission Decision 97/816/EC in Case No IV/M.877 – Boeing/McDonnell Douglas, OJ L 336, 8/12/1997, p. 16; Commission Decision 2001/417/EC in Case No COMP/M.1601 – AlliedSignal/Honeywell, OJ L 152, 7/6/2001, p. 1; and Commission Decision of 10/05/1999 declaring a concentration to be compatible with the common market (Case No COMP/M.1506 – Singapore Airlines/Rolls-Royce). 6 This text is made available for information purposes only and does not constitute an official publication. commercial aircraft (i.e., aircraft with more than 100 seats, a range of greater than 2,000 nautical miles and a cost in excess of USD 35 million), regional jet aircraft (i.e., aircraft with around 30 to 90+ seats, a range of less than 2,000 nautical miles and a cost of up to USD 30 million) and corporate jet aircraft (i.e., aircraft designed for corporate activities and with a cost generally in the region of USD 3 million to USD 35 million). 11. The demand of jet engines stems from two categories of buyers, namely airframe manufacturers, on the one hand and end-users, on the other hand. Airframe manufacturers are not the same across the distinct aircraft markets. For instance, Airbus Industrie (“Airbus”) and The Boeing Company (“Boeing”) only manufacture large commercial aircraft. Embraer, Bombardier, Fairchild Dornier and British Aerospace manufacture regional jet aircraft. Finally, several others, such as Cessna, Gulfstream, Raytheon, Bombardier and Dassault, manufacture corporate jets. Similarly, end-users of aircraft also differ from one aircraft market to another. For instance, large commercial aircraft and regional jets are purchased by airlines and leasing companies, whereas corporate jets are purchased by individuals or corporations and increasingly by airlines. 12. When they develop a new aircraft platform, airframe manufacturers select the engines that will power the aircraft. For this selection, they usually take into account inter alia the technical capability of the engine and the prospective demand of the final customers. In particular, airline companies may have preferences for specific makes of engines that can maximise their fleet and engine commonality benefits. Airframe manufacturers of large commercial aircraft often select more than one make of engine per platform. In doing so, they offer the purchaser of the aircraft the opportunity to choose among more than one makes of engines when it places the aircraft order. In some other cases, airframe manufacturers select only one make of engine (referred to hereafter as engine exclusivity or sole-source engine) and end- users have no choice but to purchase the aircraft/engine couple. In addition to several large commercial aircraft platforms, engine exclusivity is the norm in regional and corporate jet aircraft. 13. In light of the above and for the purposes of the assessment of the notified concentration, there exist three broad categories of jet engines i.e.
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