October 10, 2003
Robert C. Goldberg, Esq.
Schoenberg, Fisher, Newman & Rosenberg, Ltd.
Suite 2100
222 South Riverside Plaza
Chicago, Illinois 60606
Re: Partlinx, LLC's B2B Joint Venture
Dear Mr. Goldberg:
This letter responds to your request for an advisory opinion, pursuant to Section 1 of the Commission's Rules of Practice, 16 C.F.R. § 1, concerning the proposed operation of Partlinx, LLC. The founders of Partlinx consist of several independent firms engaged in the business of distributing replacement parts for home appliances, such as refrigerators and air conditioners. Partlinx proposes to operate a business-to-business ("B2B") joint marketing and selling venture through the internet. The customers would be national chains, such as Sears, Home Depot, Lowe's, Best Buy, and Wal-Mart, that sell appliances and replacement parts; local or regional businesses that sell appliances and replacement parts in retail competition with the national chains; and local or regional businesses that provide appliance repair and maintenance services.
I. Overview of the Industry: Replacement Parts for Home Appliances
The members of Partlinx distribute replacement parts for several different types of home appliances, including refrigerators, freezers, stoves, microwaves, dishwashers, garbage disposers, trash compactors, humidifiers, washing machines, dryers, heaters, and air conditioners. Consumers of home appliances regard them as durable equipment in that they typically operate or last for years. Consumers benefit from the prompt or ready availability of replacement parts given the importance to them of functioning heaters, air conditioners, and other appliances.
Distributors buy replacement parts primarily from original equipment manufacturers ("OEMs") and other parts manufacturers. They operate warehouses or outlets with a broad inventory of parts for sale. Because of the durability of home appliances, and the regular introduction of new models corresponding with new technology or other industry developments, parts distributors often maintain an inventory with over 10,000 types of parts, in order to serve hundreds of different model appliances. This inventory may include replacement parts for appliances that manufacturers discontinued years ago.
While storing thousands of replacement parts, distributors further serve their customers by maintaining systems for identifying, locating, and ordering the necessary parts. They maintain catalogs, which may sort replacement parts by number and may contain visual depictions or diagrams of the different parts. Some catalogs may be accessible online and some, such as a refrigeration parts catalog, focus on particular segments of the home appliances industry.
Distributors vary in the number of warehouses or outlets from which they sell. A distributor may have a large facility with a very deep inventory of replacement parts and smaller outlets with a more limited selection. Customers get the parts either by traveling to the warehouse or outlet for pick-up or by placing an order for shipment in-person, by telephone, by mail, by facsimile, or online.
You have stated that freight or shipping costs limit competition among distributors. Customers ordering a shipment, rather than purchasing by direct pick-up, typically pay a shipping charge. Based on your representations, the price of replacement parts ranges from 10¢ to $500, with an average price of $25 to $50. Shipping costs for a replacement part can vary from about $20 for overnight to about $5 dollars or less for 3-7 day shipments. Thus, the cost of shipping a particular replacement part may in some circumstances be large relative to the price of the part to be shipped.
Each of the Partlinx members operates facilities that have a counter for direct pick-up sales. For nearby customers, direct pick-up may be less expensive than purchasing by shipment. Also, customers may want to make same-day purchases by direct pick-up for their clients' emergency or rush orders, such as for a broken heater in the winter. While the Partlinx members sell by direct pick-up, they also offer shipping services and thereby make some sales over a larger geographic area.
II. The Proposed B2B Joint Venture
A. Partlinx's Members
According to your assertions, Partlinx is a limited-liability company with its principal place of business in Chicago, Illinois. Partlinx started with five owner-members and has since added a sixth member. Additional members can join upon the unanimous approval of the Partlinx members. According to your statements, Partlinx initially will have no paid employees, but it may be necessary to hire some as sales increase. Therefore, at least for some time, the work of Partlinx will be performed by employees of its members.
Each member of Partlinx is a distributor of appliance parts. Each member operates its distribution business by purchasing parts and supplies from OEMs and others for resale to businesses that service appliances or sell appliances and parts.
Partlinx's six members tend to maintain facilities in different portions of the country: Reliable Parts, Inc. on the West Coast; Central Consolidated, Inc. in the Southwest and Colorado; Fox Appliance Parts Group in the Southeast; C.E. Sundberg Company in the Midwest and North (Illinois, Indiana, Iowa, Minnesota, Montana, Nebraska, North Dakota, and Wisconsin); Dayton Appliance Parts Company in the Midwest (Indiana, Kentucky, Ohio, and West Virginia); and AP Wagner, Inc. in the East. The members primarily serve the portion of the country in which they operate facilities. Nevertheless, according to you, each member has shipped some products to other regions in the United States, and some of the members have on a few occasions competed with one another.
B. Partlinx's Look-Up Service
Based on your representations, Partlinx members have developed a parts look-up service. This service allows a business with internet access to find replacement parts for home appliances. The internet site identifies each of the members and provides users with access to information about thousands of parts at no charge. The site identifies the manufacturer of a particular part and gives the number of that part. It also provides parts specifications and diagrams, which help the searcher identify the requisite part.
The Partlinx data base is linked to the individual internet sites and inventory of Partlinx members. Each member is responsible for updating the contents of its inventory. The Partlinx internet site will assist customers in accessing the collective inventory of the members.
C. Partlinx's Proposed Sales of Replacement Parts
Partlinx would also like to use the internet site as an online store for the sale of replacement parts to businesses engaged in the sale or repair of home appliances. Many distributors have developed their own internet sites for selling parts in e-commerce. However, you know of no other distributors joining together to set up a system similar to Partlinx.
The Partlinx data base would provide information about the availability and price of each part. A decision tree would allow a customer to choose among certain priorities, including price, place where available, and delivery time, for purchasing a particular part. If the customer selects price, it will receive a list of each Partlinx member and the price for the particular part, starting with the member with the lowest price.
Partlinx's proposed store would serve two types of customers - national accounts and all other customers (sometimes referred to here as local customers or local accounts). The local customers would have the ability through the internet site to look up a part, determine its availability and price, and purchase it from the closest Partlinx member or any other member of the customer's choice. The national accounts include Sears, Home Depot, Wal-Mart, and other large appliance retailers. National accounts would purchase parts for their outlets in multiple states.
According to you, Partlinx members currently compete with each other in some limited circumstances for both types of customers. As for national accounts, the members already sell individually to buyers that fit the definition of a national account. All Partlinx members sell to at least one national account, especially nearby facilities of national accounts.
A national account may buy parts from large and small distributors. It also buys directly from manufacturers. We have not conducted an investigation or performed an empirical analysis to determine the extent to which parts distributors and manufacturers compete in sales to national accounts. Partlinx will, in your view, give all members the ability to compete more effectively for national account business.
According to your estimate, annual replacement part sales in the United States to national accounts total about $150 million. You stated that Marcone, the largest U.S. distributor of replacement parts, accounts for 10% of the $150 million in sales to national accounts, that the Partlinx members combined account for 15%, and that the OEMs account for most of the remainder. We have not analyzed the extent to which OEMs can substitute effectively for distributors in providing inventory services and other parts distribution services.
1. Sales to Local Accounts
The pricing of parts for local accounts and the pricing of parts for national accounts will be handled differently. Each Partlinx member will set its own prices to local customers. Each member will also be responsible for updating its own pricing to its customers. There are no restrictions on how often a member can change its prices for products being sold through Partlinx to local customers. Nor are there restrictions on a member having one price list for parts sold through Partlinx and a different price list for parts sold through a distribution outlet.
To find the lowest price being quoted for a particular part, the customer could use the decision tree on the Partlinx internet site or could go through that site to the site of each member to view the most accurate, complete, and current pricing and service information. In your view, this enhances the customer's ability to purchase the item from the member offering the lowest price, best terms, and fastest delivery. The member receiving the order would ship the parts to the customer.
According to your representations, sales to local accounts would take place on the internet or otherwise between the purchaser and the Partlinx member selected by that purchaser. The other members would not be a party to the sales transaction and would not know the terms of that transaction. This limits the flow or sharing of competitively sensitive information in connection with sales to local accounts.
2. Sales to National Accounts
The proposed joint venture differs for sales by Partlinx to national accounts. Based on your statements, Partlinx would negotiate prices collectively with each account. Partlinx members desiring to sell to a national account through Partlinx must do so at the price negotiated by Partlinx. Partlinx will forward each order received from a national account to the participating member located closest to the customer. That member will ship the goods to the customer.
According to you, members unwilling to sell to a national account at the negotiated price will have no obligation to sell to that account. However, in order to sell parts through Partlinx to national accounts, each member will be required to accept Partlinx pricing. Members can still sell to national accounts outside the Partlinx system at an individually negotiated price. After negotiating a price with Partlinx, a national account customer can use the Partlinx internet site to order parts at the agreed-on price.
According to your representations, a Partlinx pricing committee will be responsible for negotiating the price with national accounts. Representatives of the members will discuss pricing for national accounts in the setting of this committee. In your opinion, the negotiators on the pricing committee are likely to be officers of members. You did not know how many Partlinx members would participate in deciding on the price to national accounts. According to your statements, the pricing committee has not yet been determined, but all of the members may have representation on the committee. Moreover, this committee may need additional input from members if the national account proposes a counteroffer or wishes to change the structure of the deal.
Under Partlinx's proposed arrangement, two or more competing members would jointly decide on the price charged to national accounts. Indeed, all six members may jointly set the price to national accounts through representation on the pricing committee. In your view, the likelihood of winning a national account will be improved through the use of a Partlinx bid supported by members that collectively span a broader geographic area.
Partlinx could not say whether the negotiated price to national account customers would be higher than, lower than, or the same as the price that would be available if its members separately quoted prices to those customers. However, the company does expect the Partlinx system to save national accounts administrative costs and procurement costs.
To further the business objectives of Partlinx, the members agreed to disclose competitively sensitive business information. Under the Partlinx Operating Agreement, each member must disclose to Partlinx proprietary business information, including marketing plans and strategic plans. The Operating Agreement provides that the marketing and strategic plans must be disclosed even though they may constitute trade secrets. You said that these disclosures may be necessary for negotiating contracts or establishing business practices for servicing national-account customers.
D. Potential Benefits of the Partlinx Joint Venture
According to you, Partlinx will operate its business in a manner that will result in procompetitive benefits (primarily a tendency to increase service and reduce price) and in no anticompetitive harm. Partlinx expects its B2B internet venture to increase competition in sales to local accounts. As noted above, you also stated that Partlinx will give its members the ability to compete more effectively for national account business. In your view, Partlinx will be a stronger competitor for national accounts by combining the members' geographically-dispersed facilities and through use of a common internet sales site.
As prior FTC studies have found, e-commerce ventures among competitors have the potential to generate significant efficiencies.(1) An internet site can reduce search costs for customers.(2) Although Partlinx members individually operate their own internet sites, local customers may benefit from having a single site to use in evaluating prices and parts inventory. This could reduce customer search costs.
National account customers may also benefit by buying through Partlinx rather than from one or more members. By dealing with Partlinx rather than with a single member, the customer would have access to a broader inventory of parts. While some members may be out of stock on a particular part, others may carry it. Moreover, the customer's transaction costs would likely be lower if it dealt with one firm (Partlinx) rather than dealing individually with multiple members. Partlinx's combined membership would offer a wider selection of outlets for parts pick-up and delivery, which could potentially reduce the national account's transaction costs and shipping costs.
If successful in increasing sales, Partlinx may facilitate the growth in this industry of internet sales relative to telephone, fax, or over-the-counter or pick-up sales. You stated that internet orders are less costly for members to handle than telephone or fax orders. In this respect and others, joint marketing through the internet may lower distribution costs.(3)
Also, growth in internet sales may enable members to forego investment in bricks-and-mortar facilities used for direct pick-ups.(4) Based on your statements, Partlinx members are unlikely to shift any time soon to an internet or shipment-only business (akin to Amazon.com), and members would continue to maintain outlets for direct pick-up. Nonetheless, growth in internet sales facilitated by Partlinx may enable members to reduce dependency on bricks-and-mortar sales and thus lower bricks-and-mortar expenses and investments in the future.
III. Legal Analysis
A. Sales to Local Accounts
The staff of the Bureau of Competition has no present intention to recommend law enforcement action with regard to the proposed sales through Partlinx to local accounts. As discussed above, the Partlinx members compete with one another to some extent for these accounts on price and service. Nevertheless, as the proposed selling arrangement is structured by Partlinx, the members would not engage in joint setting of prices or sales terms for sales to local accounts. Each member would set its own prices and terms for those sales. The sales transaction would take place between the purchaser and the Partlinx member selected by that purchaser. The other members would not be a party to that transaction and would not know its terms. We also understand that Partlinx would not facilitate coordination by members on service or nonprice terms for local accounts. Standing alone, the use of Partlinx to facilitate sales to local accounts appears unlikely to be anticompetitive.
B. Sales to National Accounts
Partlinx's Operating Agreement requires the disclosure of forward-looking marketing and strategic plans, including plans that speak to future price. As you discussed, such disclosures could assist in facilitating national account sales through Partlinx. Nevertheless, this exchange of information relating to marketing or strategic planning is more likely to raise antitrust concern than the sharing of many other types of information.(5) Depending on the situation, a firm's announcement of its current pricing practices to a competitor may or may not raise serious antitrust concerns. For example, if a supermarket advertised in a public newspaper a current sale on bread, the fact that a competing supermarket saw the advertised sale price would be of no antitrust concern.
Sharing future pricing information generally warrants more antitrust scrutiny than does sharing pricing information about transactions in the distant past.(6) The competitor learning of the pricing plans may decide to increase its own prices or forego discounts in light of those plans. Thus, in an enforcement action concerning the sharing of information relating to future pricing, the Department of Justice obtained a consent decree from several airlines, stopping them from exchanging information about future fares.(7)
The disclosure of a Partlinx member's confidential business information to other members could facilitate coordinated efforts to reduce or eliminate price differences among members as a way of increasing price levels. Based on the information we received, we know of no valid reason the disclosure of future marketing or strategic plans is reasonably necessary for sales via the Partlinx internet site to local accounts. The operation of Partlinx to assist in sales to local accounts does not appear dependent on each member understanding the strategic plans of other members.
The sharing of such information may be ancillary or integral to the proposed joint selling venture to national accounts - for which Partlinx would negotiate common prices. That aspect of Partlinx may raise separate antitrust concerns, however. Joint marketing or selling arrangements among horizontal competitors may be considered price fixing that is per se illegal.(8)
An initial issue is whether the joint marketing venture should be analyzed like a merger.(9) Summary condemnation is inappropriate for mergers or, as the Supreme Court has stated, when firms form "partnerships or other joint arrangements in which persons who would otherwise be competitors pool their capital and share the risks of loss as well as the opportunities for profit."(10) Here, however, the amount of financial integration among the Partlinx members would be relatively small. The Partlinx members would not pool revenues or profits on the sales to national accounts. They would share the transaction costs incurred in negotiating prices with national accounts by contributing employee or management time for establishing or negotiating the prices and related contract terms. The members would not share costs relating to replacement parts procurement, storage, or shipping.
Another consideration is whether the venture will involve collaboration on price or other key dimensions of competition. In some circumstances, horizontal competitors may establish and operate a joint marketing and sales venture that lowers transaction costs without reaching agreement on price. This result can potentially be accomplished through use of a third-party agent or messenger that communicates price and nonprice information between the customer and the members in a carefully controlled manner.(11) Under this approach, no Partlinx member would negotiate price with any other member, no member would discuss price with any other member, and no member would know the price any other member was willing to accept. Each member might communicate separately the lowest price it would accept to an independent third party, who could make a joint bid based on that input, with each member paid the price it had separately quoted.
Joint venture partners have used the messenger model approach in the health care sector(12) and in other sectors to avoid collaboration on price.(13) Based on your representations, however, Partlinx does not plan to use a third-party agent or messenger to avoid collaboration on price. Rather, the Partlinx venture, as planned, would entail collaboration or agreement on the price charged by the members to national accounts.
Thus, as proposed, the Partlinx venture would involve price collaboration by firms that are not undertaking substantial financial integration. An agreement on price among horizontal competitors, such as an agreement not to discount, is presumptively anticompetitive.(14) Collaboration on price among horizontal competitors eliminates a form of rivalry and when evaluated triggers an obligation to establish a countervailing procompetitive justification.(15) Whether the Partlinx collaboration on national account sales should be viewed as presumptively anticompetitive depends on the extent to which the members compete and are likely to compete for national account business. If the members' competing sales volumes to national accounts have been trivial and are likely to remain so, such that the members do not compete to any meaningful extent, Partlinx will offer national accounts a new service that each of its members would not by itself provide. If Partlinx is offering a new service, then its conduct would be evaluated by considering its impact in the market in which it chose to compete.(16)
The information you provided does not reveal clearly the extent to which the Partlinx members compete for national account business. Although each member tends to focus on one geographic region of the country (such as the Southeast), each ships some products to other areas of the country in competition with the other members on some occasions. Nevertheless, the volume of competing sales to national accounts may be relatively trivial or slight. According to you, all members sell to at least one national account on a limited regional basis, but members make only minor sales to national accounts on a national basis. Furthermore, freight or shipping costs may limit competition among members for national account business. The limited information provided suggests that the members do not engage in any meaningful competition for national account business. If additional factual information demonstrates or confirms that, then the venture should not be treated as per se illegal or presumptively anticompetitive, but rather as a new source of supply for national accounts.
The analysis would differ if further factual information showed an appreciable amount of competition for national account business. In those circumstances, we would analyze whether the venture would lead to efficiencies (such as lower transaction costs and access to a greater inventory of parts) and whether collaboration on pricing is reasonably related to the achievement of those efficiencies. This more fact-intensive analysis would include consideration of whether the efficiencies offset the potential competitive harm.
We have considered Department of Justice business review letters and FTC advisory opinion letters evaluating joint marketing arrangements designed to create a new product or service covering a larger geographic area by combining the efforts of firms that sold in different geographic areas. In refraining from challenging certain joint marketing arrangements, the antitrust agencies relied on factual representations that the joint venture members did not compete (or compete to any meaningful extent) and were unlikely to compete to any meaningful extent in the same geographic area.(17) As such, these joint marketing arrangements involved, in effect, the creation of a wider-reaching, new product or service.
IV. Conclusion
Based on your representations, the staff of the Bureau of Competition has no present intention to recommend law enforcement action directed at the use of Partlinx as a joint marketing venture for local accounts. We do, however, have concerns about the disclosure by Partlinx members of marketing and strategic plans. This could reduce both price and nonprice competition in the future and does not appear reasonably related to the joint marketing venture for local accounts. The staff also has considered the use of Partlinx to establish prices for national accounts as presently designed. If Partlinx members do not compete in sales to national accounts to any meaningful extent (and are unlikely to so compete), this venture may be procompetitive by enhancing services.
This letter sets out the views of the staff of the Bureau of Competition, as authorized by the Commission's Rules of Practice. Under Commission Rule § 1.3(c), 16 C.F.R. § 1.3(c), the Commission is not bound by this staff opinion and reserves the right to rescind it at a later time. In addition, this office retains the right to reconsider the questions involved and, with notice to the requesting party, to rescind or revoke the opinion if implementation of the proposed Partlinx venture results in substantial anticompetitive effects, the venture is used for improper purposes, the facts change significantly, or otherwise it would be in the public interest to do so.
Sincerely yours,
Michael G. Cowie
Assistant Director
Endnotes:
1. See FTC Staff Report, Entering the 21st Century: Competition Policy in the World of B2B Electronic Marketplaces (hereinafter "Competition Policy in the World of B2B Electronic Marketplaces"), at Part 2 (Oct. 2000), available at http://www.ftc.gov/os/2000/10/b2breport.pdf; A. Wiseman & J. Ellig, How Many Bottles Make a Case Against Prohibition? Online Wine and Virginia's Direct Shipment Ban, at 7-8, FTC Bureau of Economics Working Paper 258 (Mar. 2003), available at http://www.ftc.gov/be/workpapers/wp258.pdf.
2. Id.
3. See Statement by Ass't Attorney General R. Hewitt Pate Regarding the Closing of the Orbitz Investigation ("airlines have used internet marketing to exert competitive pressure on travel agencies and CRSs to reduce the costs of distribution through traditional channels") (July 31, 2003), available at http://www.usdoj.gov/atr/public/press_releases/2003/201208.htm.
4. See FTC Staff Report, Possible Anticompetitive Barriers to E-Commerce: Wine, at 16 (July 2003), available at http://www.ftc.gov/os/2003/07/winereport2.pdf.
5. See FTC and Department of Justice, Antitrust Guidelines for Collaborations Among Competitors (hereinafter "Competitor Collaboration Guidelines"), at § 3.31(b) (Apr. 2000), available at http://www.ftc.gov/os/2000/04/ftcdojguidelines.pdf.
6. See Competition Policy in the World of B2B Electronic Marketplaces, Executive Summary at 3; Department of Justice and FTC Statements of Antitrust Enforcement Policy in Health Care (hereinafter "Health Care Guidelines"), Statement 6, § A (absent extraordinary circumstances, the antitrust agencies will not challenge participation by health care providers in written surveys of prices for health care services, provided, among other things, the survey is based on data more than three months old), available at http://www.ftc.gov/reports/hlth3s.htm.
7. United States v. Airline Tariff Publishing Co., 1994-2 Trade Cas. (CCH) ¶ 70,687 (D.D.C. 1994) (order and final judgment available at http://www.usdoj.gov/atr/cases/f4800/4801.pdf).
8. See, e.g., United States v. American Smelting & Ref. Co., 182 F. Supp. 834, 857-59 (S.D.N.Y. 1960) (joint selling arrangement between two largest miners of lead whereby one acted as the exclusive seller of a portion of the other's production in a designated territory held to constitute illegal price fixing).
9. See Competitor Collaboration Guidelines at § 1.3 (discussing "Competitor Collaborations Distinguished from Mergers").
10. See Arizona v. Maricopa County Medical Soc'y, 457 U.S. 332, 356 (1982).
11. Health Care Guidelines, Statement 9, § D(4).
12. Sierra CommCare, Inc., Ltr. by Anne K. Bingaman (Aug. 15, 1996), available at http://www.usdoj.gov/atr/public/busreview/0769.htm; Alliance of Independent Medical Services, LLC, Ltr. by Robert F. Leibenluft (Dec. 22, 1997), available at http://www.ftc.gov/bc/adops/aims.fin.htm; Home Care Alliance, Inc., Ltr. by Anne K. Bingaman (Oct. 4, 1996), available at http://www.usdoj.gov/atr/public/busreview/0942.htm; Southern Health Corp., Ltr. by Anne K. Bingaman (Mar. 5, 1996), available at http://www.usdoj.gov/atr/public/busreview/0627.htm.
13. Independent Automotive Damage Appraisers Ass'n, Ltr. by Anne K. Bingaman (June 27, 1996), available at http://www.usdoj.gov/atr/public/busreview/iadaa.ltr.html.
14. In the Matter of Polygram Holding, Inc., FTC Docket No. 9298, at III(A)(1) (2003) ("the agreement not to discount is . . . . simply a form of price fixing, and is presumptively anticompetitive"), available at http://www.ftc.gov/os/caselist/d9298.htm.
15. Id. at II(B) ("If the challenged restrictions are of a sort that generally pose significant competitive hazards and thus can be called inherently suspect, then the defendant can avoid summary condemnation only by advancing a legitimate justification for those practices").
16. See Broadcast Music, Inc. v. Columbia Broadcasting Sys., Inc., 441 U.S. 1, 20-22 (1979); see also In the Matter of Polygram Holding, Inc., FTC Docket No. 9298, at II(B) (2003) ("If a joint venture results in competitive benefits, such as the introduction of innovative products . . . then such benefits are a proper part of the antitrust analysis"), available at http://www.ftc.gov/bc/caselist.
17. See Michigan Hospital Group, Inc., Ltr. by Charles A. James (Apr. 3, 2002) (relying on the fact that "each of the hospital members of MHG serves a different geographic area and that no MHG hospital competes with any other MHG hospital" and noting that customers "recognized that MHG's hospital members serve distinctly different local geographic areas and thus are not substitutes to provide hospital services"), available at http://www.usdoj.gov/atr/public/busreview/10933.htm; Arkansas Elec. Coop. Corp., Ltr. by A. Douglas Melamed (Jan. 10, 2001) (relying on the representations that the members of the joint retail marketing venture "do not currently compete against each other in the generation of electric power, which they do jointly, or in the transportation of power, which they do within their own territories subject to regulation" and stating that while the members "could be viewed as potential entrants into each other's local retail markets, . . . their relatively small size and lack of economies of scale and scope make it unlikely"), available at http://www.usdoj.gov/atr/public/busreview/7244.htm; Containers America LLC, Ltr. by Joel I. Klein (Mar. 8, 2000) (noting Containers America's assertion that "because of the high cost of shipping steel drums, a manufacturer in most cases, can only efficiently compete for sales within a 100-200 mile radius of its plant" and relying on the fact that "the joint venture's members are at most only occasional rivals under special limited circumstances" and on the representations that "none of the members have a plant within 300 miles of another member's plant; that the great bulk of each member's sales are within 200 miles of its plant"), available at http://www.usdoj.gov/atr/public/busreview/4287.htm; Association of Independent Corrugated Converters, Ltr. by Joel I. Klein (Dec. 23, 1998) (noting "AICC's assertion that transportation costs limit a corrugated paper manufacturer's ability to effectively compete to a radius of 150 miles from the plant" and stating that "[t]his letter is limited to situations in which the manufacturer members of the joint selling venture do not compete with each other in any area of the United States"), available at http://www.usdoj.gov/atr/public/busreview/2136.htm; Armored Transport Alliance, Ltr. by Joel I. Klein (Mar. 12, 1998) (the Armored Transport Alliance, formed as a joint marketing arrangement among armored transport providers that "serve only local or small regional markets" and "currently provide services principally within the locality where each is located," would "in effect, provide a new service - to serve customers they currently can not serve efficiently"), available at http://www.usdoj.gov/atr/public/busreview/1601.htm; Alliance of Independent Medical Services, LLC, Ltr. by Robert F. Leibenluft (Dec. 22, 1997) (relying on the fact that the state limits the geographic area in which each member may operate; that, because of geographic limitations and other factors, the members are unlikely to expand their individual operations throughout the western New York region; and that the members do not generally compete directly with one another), available at http://www.ftc.gov/bc/adops/aims.fin.htm; Home Care Alliance, Inc., Ltr. by Anne K. Bingaman (Oct. 4, 1996) (relying on the fact that "[a] home health agency may not operate outside its designated territory" because of a state Certificate of Need law and that "[w]ith the exception of one county, the proposed members of the Alliance are not horizontal competitors in any relevant market, and cannot become competitors in the future without a change in Mississippi law"), available at http://www.usdoj.gov/atr/public/busreview/0942.htm.