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>Defense Industry Consolidation: Competitive Effects of Mergers and Acquisitions (Testimony, 03/04/98, GAO/T-NSIAD-98-112).

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Cover
================================================================ COVER


Before the Subcommittee on Acquisition and Technology, Committee on
Armed Services, U.S.  Senate

For Release on Delivery
Expected at
2:00 p.m., EST
Wednesday,
March 4, 1998

DEFENSE INDUSTRY CONSOLIDATION -
COMPETITIVE EFFECTS OF MERGERS AND
ACQUISITIONS

Statement of David E.  Cooper, Associate Director, Defense
Acquisitions Issues, National Security and International Affairs
Division

GAO/T-NSIAD-98-112

GAO/NSIAD-98-112T


(707288)


Abbreviations
=============================================================== ABBREV

  DOD -

============================================================ Chapter 0

Mr.  Chairman and Members of the Subcommittee: 

We are pleased to be here this afternoon to discuss issues
surrounding consolidation in the defense industry.  As mandated by
the 1998 Defense Authorization Act we have been reviewing mergers and
acquisitions in the defense industry.\1 Fifty mergers and
acquisitions have occurred in just the last few years.  These
transactions have raised questions about which defense market areas
have been affected and how to preserve competition in these areas. 

Today, we will provide a brief overview of

  -- consolidation in the defense industry,

  -- approaches to preserving competition in a more concentrated
     industry, and

  -- the status of Department of Defense (DOD) initiatives to improve
     its monitoring of competition. 

After this overview, we will provide details about each of these
issues. 


--------------------
\1 National Defense Authorization Act for Fiscal Year 1998, (P.L. 
105-85), November 18, 1997. 


   OVERVIEW
---------------------------------------------------------- Chapter 0:1

The sharp decline in spending by DOD since 1985 has resulted in a
dramatic consolidation in the defense industry.  The defense industry
is more concentrated today than at any time in more than half a
century.  As the single customer for many products of the defense
industry, DOD must have the ability to identify and address potential
harmful effects of mergers and acquisitions. 

Questions have been raised about whether the consolidation has gone
too far--adversely affecting competition in the industry.  Many
defense industry transactions are recent, and there is little
evidence that the increased consolidation has adversely affected
current DOD programs.  Antitrust reviews have identified some
problems, and remedies have been implemented.  However, the
consolidation could pose future problems unless DOD takes actions to
improve its ability to identify problem areas and devise alternative
ways to maintain competition in defense acquisition programs.  There
are several approaches DOD can take to maintain competition.  For
example, it can design acquisition strategies to compete missions
rather than products and direct research and development funding to
develop alternative suppliers or technologies.  However, DOD cannot
know what action to take unless it has adequate visibility into the
industrial base--especially at the lower tiers.  Progress has been
slow in gaining that visibility. 


   CONSOLIDATION IN THE DEFENSE
   INDUSTRY
---------------------------------------------------------- Chapter 0:2

Since 1990, there has been a dramatic reduction in the number of
prime contractors in some defense markets.  The number of contractors
declined in 10 of the 12 markets DOD identified as important to
national security.  The largest reductions have been in the tactical
missile, fixed-wing aircraft, and expendable launch vehicle markets. 
For example, the number of contractors producing tactical missiles
has dropped from 13 to 3.  Only two contractors now compete in such
key defense markets as fixed-wing aircraft, expendable launch
vehicles, tracked combat vehicles, strategic missiles, and torpedoes. 
Appendix I shows changes in the number of contractors in defense
markets identified by DOD as important. 

These changes were not unexpected.  DOD has encouraged the defense
industry to consolidate facilities and eliminate excess capacity to
remain competitive and financially viable.  DOD expects that
significant cost savings will result from the consolidation. 

Three huge firms--Boeing, Lockheed Martin, and Raytheon--have emerged
from recent mergers and acquisitions.  Together, the three firms
receive a substantial portion of what DOD spends annually to acquire
its weapons and other products. 


   APPROACHES TO PRESERVING
   COMPETITION DURING DEFENSE
   INDUSTRY CONSOLIDATION
---------------------------------------------------------- Chapter 0:3

DOD can take several approaches to ensure competition in today's more
concentrated defense industry.  Thus far, the government's antitrust
review process has been used to identify and remedy potentially
adverse effects of proposed mergers or acquisitions.  Responsibility
for conducting antitrust reviews and approving mergers and
acquisitions lies with the Department of Justice and the Federal
Trade Commission.  In recent years, DOD has become more involved in
antitrust reviews by sharing information and working more closely
with the antitrust enforcement agencies. 

Through collective efforts, the Department of Justice, Federal Trade
Commission, and DOD have identified a number of situations where
proposed mergers or acquisitions could adversely affect DOD programs. 
In such cases, they used consent decrees\2 to address potential
problems.  Consent decrees were proposed and accepted in 10 of the
mergers and acquisitions. 

The predominant concern addressed by the consent decrees was the
potential compromise of a company's financial, business, or technical
information.  The usual remedy in these situations has been to
require "firewalls"\3 to prevent the disclosure of such information. 
Consent decrees also have addressed concerns about teaming
arrangements and other exclusionary behavior.  In these cases, the
merging or acquiring companies were required to divest certain
assets. 

In the long term, DOD's ability to address the potential adverse
effects of consolidation will depend upon its ability to identify
problem areas and devise alternative ways to maintain competitive
pressures in its acquisition programs.  DOD can do so in several
ways.  For example, DOD can direct its science and technology
investments to encourage new companies to enter the defense market. 
DOD can also fund alternative technologies to meet the warfighters'
needs and devise strategies to compete various approaches and
missions, for example, missiles versus aircraft.  And it can (1)
require major defense contractors to use open-system architectures\4
in designing weapons programs, (2) make subtier competition a
specific source-selection criterion and contract requirement, and (3)
explore opportunities to meet military needs through greater
cooperative efforts with international partners. 


--------------------
\2 Consent decrees are agreements by the parties to a proposed
transaction to take specific steps to alleviate antitrust concerns. 

\3 The term "firewalls" refers to arrangements created by a company
to limit or prevent the exchange of competition sensitive information
among parts of the company. 

\4 Open system architecture refers to a design approach where the
contractor defines system interfaces to a set of standards that a
number of suppliers agree to meet.  This makes supplier products more
interchangeable in the design, and allows a wider range of suppliers
to participate in producing defense systems. 


   INITIATIVES TO MONITOR
   COMPETITION
---------------------------------------------------------- Chapter 0:4

In May 1996, DOD tasked the Defense Science Board to determine
whether problems were being created as a result of vertical
integration, that is, mergers or acquisitions that add supplier
product lines to a firm that also makes products at a higher tier. 
The Board reported that it could not measure the extent of vertical
integration because industry analysts and antitrust agencies neither
measured it nor had a mechanism for measuring it.  The Board
concluded, however, that DOD was not in a position to recognize
emerging problems because it lacked visibility at the lower levels of
the industry.  Consequently, the Board made a number of
recommendations designed to improve DOD's visibility into the
industrial base. 

DOD agreed with the recommendations and initiated plans to (1)
increase acquisition program managers' scrutiny of prime contractor
teaming and supplier choices; (2) devise acquisition strategies to
promote alternative concepts and new supplier entry; (3) increase the
emphasis on industry knowledge and experience when filling DOD
acquisition positions and (4) monitor a select group of technology
areas to determine the impact of vertical integration.  However, DOD
has not yet fully implemented the recommendations because of the need
to review several recent and complex mergers and acquisitions. 

We believe it is important that DOD continue to implement the Board's
recommendations because without a more active, ongoing monitoring of
the defense industrial base, DOD may not be able to recognize
emerging competition issues. 


-------------------------------------------------------- Chapter 0:4.1

Mr.  Chairman, this concludes our statement.  We will be glad to
answer any questions you or other members of the Subcommittee may
have. 


DEFENSE MARKET SECTORS
=========================================================== Appendix I

As part of its effort to ensure that certain capabilities to produce
defense unique products continues to exist, DOD has identified
industrial market sectors comprised of types of products or weapon
systems important to U.S.  national security interests.  These range
from tactical missiles to tracked combat vehicles.  The following
table lists the defense sectors that have experienced reductions in
the number of companies competing or under contract between 1990 and
1998.  Submarines and ammunition are not included since these sectors
did not experience any changes. 



                               Table I.1
                
                  Prime Contractors in Defense Market
                           Sectors (1990-98)

                           Reduction in   1990           1998
Sector                     contractors    contractors    contractors
-------------------------  -------------  -------------  -------------
Tactical missiles          13 to 3        Boeing         Boeing
                                          Ford           Lockheed
                                          Aerospace      Martin
                                          General        Raytheon
                                          Dynamics
                                          Hughes
                                          Lockheed
                                          Loral
                                          LTV
                                          Martin
                                          Marietta
                                          McDonnell
                                          Douglas
                                          Northrop
                                          Raytheon
                                          Rockwell
                                          Texas
                                          Instruments

Fixed-wing aircraft        8 to 2         Boeing         Boeing
                                          General        Lockheed
                                          Dynamics       Martin
                                          Grumman
                                          Lockheed
                                          LTV-Aircraft
                                          McDonnell
                                          Douglas
                                          Northrop
                                          Rockwell

Expendable launch          6 to 2         Boeing         Boeing
vehicles                                  General        Lockheed
                                          Dynamics       Martin
                                          Lockheed
                                          Martin
                                          Marietta
                                          McDonnell
                                          Douglas
                                          Rockwell

Satellites                 8 to 5         Boeing         Boeing
                                          General        Lockheed
                                          Electric       Martin
                                          Hughes         Hughes
                                          Lockheed       Loral Space
                                          Loral          Systems
                                          Martin         TRW
                                          Marietta
                                          TRW
                                          Rockwell

Surface ships              8 to 5         Avondale       Avondale
                                          Bath Iron      Bath Iron
                                          Works          Works
                                          Bethlehem      Ingalls
                                          Steel          NASSCO
                                          Ingalls        Newport News
                                          NASSCO
                                          Newport News
                                          Tacoma
                                          Tampa

Tactical wheeled vehicles  6 to 4         Am General     Am General
                                          BMY            GM Canada
                                          GM Canada      Oskosh
                                          Oskosh         Stewart &
                                          Stewart &      Stevenson
                                          Stevenson
                                          Teledyne
                                          Cont. Motors

Tracked combat vehicles    3 to 2         FMC            General
                                          General        Dynamics
                                          Dynamics       UDLP
                                          Harsco (BMY)

Strategic missiles         3 to 2         Boeing         Boeing
                                          Lockheed       Lockheed
                                          Martin         Martin
                                          Marietta

Torpedoes                  3 to 2         Alliant Tech   Lockheed
                                          Systems        Martin
                                          Hughes         Raytheon
                                          Westinghouse

Rotary wing aircraft       4 to 3         Boeing         Boeing
                                          Bell           Bell
                                          Helicopters    Helicopters
                                          Sikorsky       Sikorsky
                                          McDonnell
                                          Douglas
----------------------------------------------------------------------
Note:  The table reflects the ongoing Lockheed Martin/Northrop
Grumman merger as completed.  The electronics sector is not included. 

Source:  GAO analysis of DOD data. 

*** End of document. ***




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