The Federal Trade Commission has reached a proposed settlement with Ceridian Corporation and its subsidiary Comdata Holdings Corporation, the nation's largest provider of commercial credit cards known as 'trucking fleet-cards,' that addresses the anti-competitive effects resulting from Ceridian's consummated acquisitions of NTS Corporation and Trendar Corporation. At the time they were acquired, NTS was Comdata's most significant competitor in the fleet card market and Trendar owned the dominant point of sale system by which truck stops accept fleet card transactions. Under the terms of the settlement, Ceridian would grant licenses to other providers of these systems to process transactions using its fleet cards, and would also grant licenses to other fleet card issuers that want to process their cards through the company's Trendar system. Accordingly, Comdata would be prevented from using its dominant position to limit existing and new competition for trucking fleet cards and fuel desk automation systems.
The services provided by trucking fleet card issuers are critically important to over-the-road trucking companies. Similar to credit cards, trucking fleet cards are used to make purchases at retail locations that accept the cards. However, fleet cards have additional features that allow trucking companies to control drivers' purchases and to capture important information relating to fueling and other transactions. Because of these specialized features, fleet cards cannot be replaced by traditional credit cards or other means of payment.
Truck stop point-of-sale systems, known as "fuel purchase desk automation systems" are the means by which most truck stops process transactions. Fuel purchase desk automation systems are similar to commercial scanning devices used in retail locations, but are consolidated into a single device that processes transactions for all fleet cards. Comdata's Trendar system is the most commonly used fuel purchase desk system in the truck-stop industry.
Fleet cards and the systems that accept them are complementary products. With a dominant market share in both markets, Comdata is able to control whether new firms can enter and succeed in either the fuel purchase desk automation system business or the trucking fleet card business. Since Comdata's fleet cards account for a substantial share of fleet card transactions, a new competitor in the fuel purchase desk automation business cannot succeed if it does not have access to Comdata's fleet cards. Similarly, because Comdata controls the dominant means by which fleet card transactions are processed, a new firm seeking to provide fleet card services would have to gain access to the Trendar system in order to be successful. Because of the complementary nature of the two industries, a new entrant that is unable to secure access to Comdata's products would have to enter both markets at the same time. Such entry would not only be time consuming and costly, but would be much less likely to succeed than entering one market alone.
According to the Commission's complaint, Ceridian's acquisitions of NTS and Trendar violated the Clayton Act and the FTC Act because they have given Comdata the power to control entry into, and expansion by existing providers in, both the market to provide trucking fleet cards and the systems used to read them at truck stops throughout the United States. This complementary relationship ensures that, as a result of the acquisitions, Comdata can limit competition in the fleet card industry as well as the fuel purchase desk automation system industry.
Provisions of the Proposed Order
The agreement reached with Comdata is designed to remedy the anti-competitive effects of the challenged acquisitions in both the fleet card services market and the market for fuel purchase desk automation systems. Under the FTC order:
- For three years, Comdata would be required to grant a 10-year license to the Trendar system to new and existing fleet card issuers. Comdata would also be required to refer licensees to a third-party developer approved by the Commission, which would perform all programming or other services necessary to enable the licensees to process transactions on the Trendar system. The settlement would further require Comdata to grant equal access to the current and future features of the Trendar system, and would prohibit Comdata from discriminating against other cards.
- For three years, Comdata would be required to grant a 10-year license to fuel purchase desk automation system suppliers currently processing the Comdata's fleet cards, as well as to the first three new system providers that request a license. Licenses granted to new system providers would be transferrable, so if a better-positioned entrant emerges in the future, it can acquire a license. All licensees would have complete and equal access to all Comdata card functions, upgrades and new developments, and Comdata would also be prohibited from discriminating against any fuel purchase desk automation system by charging transaction fees based on which system is used.
- To help prevent the flow of confidential information obtained from Comdata's competitors between the company's fleet card and fuel purchase desk automation system businesses (Comdata Cards and Trendar, respectively), Comdata would be prohibited from transferring any nonpublic information obtained by these businesses between one another.
- To ensure Comdata's compliance, the Commission would be allowed to appoint a trustee to monitor any disputes, claims or controversies arising under the order. This monitor-trustee would specifically be allowed to prepare a report for the Commission regarding any failure by Comdata to either certify a fuel purchase desk automation system or a new fleet card, as well as any failure by a third-party developer to provide programming and certification services to fleet card issuers in a timely manner. Finally, the trustee would be permitted to report to the Commission, when appropriate, on Ceridian's compliance with the order.
The Commission vote to accept the proposed consent agreement was 4-0.
NOTE: A consent agreement is for settlement purposes only and does not constitute an admission of a law violation. When the Commission issues a consent order on a final basis, it carries the force of law with respect to future actions. Each violation of such an order may result in a civil penalty of $11,000.
A summary of the consent agreement will be published in the Federal Register shortly. The agreement will be subject to public comment for 60 days, after which the Commission will decide whether to make it final. Comments should be addressed to the FTC, Office of the Secretary, 600 Pennsylvania Avenue, N.W., Washington, D.C. 20580.
Copies of the complaint, proposed consent agreement and an analysis to aid public comment, are available from the FTC's web site at http://www.ftc.gov and also from the FTC's Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., Washington, D.C. 20580; 877-FTC-HELP (877-382-4357); TDD for the hearing impaired 1-866-653-4261. To find out the latest news as it is announced, call the FTC NewsPhone at 202-326-2710.
(FTC File No. 981-0030)
Office of Public Affairs
Bureau of Competition