On November 21, 2011, the FTC issued a proposed consent order that among other things would prohibit Pool Corp. (PoolCorp), the largest U.S. distributor of swimming pool products, from pressuring pool product manufacturers to refrain from selling, or to limit their sales, to distributors other than PoolCorp. In re Pool Corp., File No. 101-0115 (Nov. 21, 2011) (Decision and Order). The FTC’s Complaint alleged that PoolCorp has monopoly power in numerous local markets for the wholesale distribution of pool products, and that PoolCorp had unlawfully implemented an exclusionary policy to impede new entry by threatening manufacturers that it would not deal with them if they also supplied the new entrant. In its Analysis to Aid Public Comment, the FTC explained that although PoolCorp’s conduct targeted new entry and did not exclude existing rivals, the test for exclusionary conduct under Sherman Act § 2 is not “total foreclosure,” but “whether the challenged practices bar a substantial number of rivals or severely restrict the market’s ambit.” In re Pool Corp., 76 Fed. Reg. 72,923 at 4-5 (Nov. 28, 2011) (Analysis to Aid Public Comment). The FTC found no procompetitive efficiencies to justify the conduct. Although exclusive arrangements with suppliers could be necessary to prevent free-riding or to secure adequate supply, PoolCorp did not offer any services upon which a new entrant could free ride and the pool product industry is not subject to supply shortfalls.