Federal Trade Commission (2022)

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Federal Trade Commission

Department of Justice

Antitrust Division

Bureau of Competition

Hart-Scott-Rodino Annual Report

Fiscal Year 2022

October 1, 2021 through September 30, 2022

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Forty-Fifth Annual Report)

(corrected September 2024)

Lina Khan

Chair

Federal Trade Commission

Jonathan Kanter

Assistant Attorney General

Antitrust Division

INTRODUCTION

The Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. No. 94-435 (HSR Act

or the Act), together with Section 13(b) of the Federal Trade Commission Act and Section 15 of

the Clayton Act, enables the Federal Trade Commission (FTC or Commission) and the Antitrust

Division of the Department of Justice (Antitrust Division or Division) to prevent unlawful

mergers, acquisitions, and other types of transactions and to prevent interim harm to

competition associated with those transactions. The premerger notification program was

instrumental in alerting the Commission and the Division to transactions that became the

subjects of the numerous enforcement actions brought in fiscal year 2022. 1

The Commission and the Antitrust Division continue their efforts to protect competition

by identifying and investigating those mergers and acquisitions that may violate the antitrust

laws. Together, the FTC and the Division represent the American people’s front-line defense

against unlawful industry consolidation, and stopping illegal mergers is central to that mission.

In fiscal year 2022, 3,152 transactions were reported under the HSR Act, which is the secondhighest number of reported transactions over the past ten years. Overall, the number of

transactions reported in fiscal year 2022 is still about 50% higher than the prior fiscal year high

between 2013 and 2020. See Figure 1 below.

Fiscal year 2022 covered the period from October 1, 2021 through September 30, 2022.

HSR Merger Transactions Reported

Fiscal Years 2013-2022

4,000

3,520

3,500

3,152

Number of Transactions

3,000

2,500

2,052

2,000

1,500

1,663

1,801

1,832

2015

2016

2,111

2,089

1,637

1,326

1,000

500

2013

2014

2017

2018

Fiscal Year

2019

2020

2021

2022

(Figure 1)

During fiscal year 2022, the Commission brought 23 merger enforcement challenges:2

twelve in which it issued final consent orders after a public comment period; five in which the

transaction was abandoned or restructured as a result of antitrust concerns raised during the

investigation; and six in which the Commission initiated administrative or federal court

litigation. The 23 merger enforcement challenges the Commission brought in fiscal year 2022

is the second-highest figure in the last ten years.3 These enforcement actions prevented

unlawful mergers in numerous sectors of the economy, including consumer goods and services,

pharmaceuticals, healthcare, high tech and industrial goods, and energy.

In December 2021, the Commission sued to stop United States chip supplier Nvidia’s

proposed $40 billion acquisition of U.K. chip design provider Arm. More than two months into

its litigation with the FTC, Nvidia abandoned its acquisition of Arm—representing the first

abandonment of a litigated vertical merger in many years.

In January 2022, the Commission issued an administrative complaint and authorized

staff to seek a preliminary injunction to prevent Lockheed Martin’s proposed acquisition of

To avoid double-counting, this Report includes only those merger enforcement actions in which the Commission

or the Antitrust Division took its first public action during fiscal year 2022.

In 2020 the Commission brought 28 enforcement challenges.

Aerojet. The complaint alleged that this proposed vertical merger would likely allow Lockheed

to harm rival defense contractors by cutting them off from Aerojet’s critical components

needed to build competing missiles. Shortly after the Commission filed its complaint, the

parties abandoned the transaction. This lawsuit represented the first time in decades that the

Commission had sought to outright block a defense industry transaction.

In February 2022, the two largest healthcare systems in Rhode Island, Lifespan and Care

New England Health System, called off their merger after the FTC, in conjunction with the

Rhode Island Attorney General, sought to block the merger. On the same day in June 2022, the

Commission voted to block two proposed hospital mergers: HCA’s acquisition of Steward

Health Care System and RWJBarnabas’s acquisition of Saint Peter’s Healthcare System. Both of

these acquisitions were later abandoned. The Commission will continue to identify and

aggressively challenge hospital mergers that threaten access to critical healthcare services.

In July 2022, the Commission issued an administrative complaint and authorized staff to

seek a preliminary injunction to prevent Meta’s proposed acquisition of virtual reality giant

Within Unlimited. The Commission’s complaint alleged that Meta’s proposed acquisition would

have harmed competition and dampened innovation in the markets for fitness and dedicatedfitness virtual reality apps. Although the U.S. District Court denied the preliminary injunction

and the Commission dismissed the administrative complaint, this enforcement action illustrates

the Commission’s commitment to challenge acquisitions that eliminate potential competition.

The Antitrust Division worked to block anticompetitive mergers in critical industries,

including agriculture, healthcare, financial services, publishing, manufacturing, transportation,

and national security. The Division's enforcement efforts directly impacted 26 merger

transactions. In six cases, the Division filed lawsuits in federal court to block the transactions; in

four others the Division filed a complaint and settlement simultaneously. In ten proposed

transactions the parties abandoned the transaction in the face of questions from the Division,

and in six others the parties changed the structure of their transaction such that the Division

chose not to bring an enforcement action at that time.

One of the Division’s most notable successes was its efforts to block Penguin Random

House’s proposed purchase of a major publishing rival, Simon & Schuster. The merger, if

completed, would have eliminated competition that had led to higher advances, better

services, and more favorable contract terms for authors trying to sell their work. The merger

also jeopardized the breadth, depth, and diversity of written work by authors. The Division filed

suit to block the merger in November 2021; after a thirteen-day trial in August 2022, the U.S.

District Court for the District of Columbia found that the proposed acquisition violated Section

7 of the Clayton Act based on the harm it would cause to a specific class of workers—in this

case, authors.

Two other enforcement efforts illustrate the Division’s commitment to protecting

competition in key areas of the supply chain. In 2021, Cargotec Corporation and Konecranes Plc

announced their plans to merge. This merger, if completed, would have diminished

competition in the manufacture and supply of four types of container-handling equipment.

This equipment, which included straddle carriers, rubber-tired gantry cranes, automated

stacking cranes, and rail-mounted gantry trains, is a crucial part of modern ocean freight

services. The proposed merger threatened to harm port and terminal operators in the United

States that used these machines to move consumer goods, medicines, and other important

products throughout the global supply change. In March 2022, Cargotec and Konecranes

announced that they abandoned this merger in the face of a potential enforcement action by

the Antitrust Division and the United Kingdom’s Competition and Markets Authority.

The Antitrust Division’s enforcement efforts protected competition for other important

parts of the supply chain as well. In August 2022, in the face of a potential enforcement action,

China International Marine Containers Group Co. Ltd. announced that it had abandoned its

intended plan to purchase Maersk Container Industry A/S and Maersk Container Industry

Qingdao Ltd. The proposed acquisition would have combined two of the world’s four suppliers

of insulated container boxes and refrigerated shipping containers and consolidated control of

more than 90 percent of insulated container box and refrigerated container production

worldwide in Chinese state-owned or state-controlled enterprises. This would likely have led to

higher prices, lower quality, and less resiliency within the global supply chain.

The Commission’s Premerger Notification Office (PNO) website 4 includes instructions for

completing the HSR form, information on the HSR rules, current filing thresholds, filing fee

instructions, and procedures for submitting post-consummation filings. The website also

provides frequently asked questions regarding HSR filing requirements, the number of HSR

transactions submitted each month, and contact information for PNO staff. 5

BACKGROUND OF THE HSR ACT

Section 201 of the HSR Act amended the Clayton Act by adding a new Section 7A, 15

U.S.C. § 18a. In general, the HSR Act requires that certain proposed acquisitions of voting

securities, non-corporate interests, or assets be reported to the Commission and the Antitrust

Division prior to consummation. The parties must then wait a specified period, usually 30 days

(15 days in the case of a cash tender offer or bankruptcy sale), before they may complete the

transaction. Whether a particular acquisition is subject to these requirements depends on the

value of the acquisition and, in certain acquisitions, the size of the parties as measured by their

sales and assets. Acquisitions valued below a certain threshold, acquisitions involving parties

with assets and sales below a certain threshold, and certain classes of acquisitions that are less

likely to raise antitrust concerns are excluded from the Act’s coverage.

See https://www.ftc.gov/enforcement/premerger-notification-program.

Resource materials are available on the PNO website; in addition, PNO staff is always available to help HSR

practitioners comply with HSR notification requirements.

The Commission, with the concurrence of the Assistant Attorney General for the

Antitrust Division, promulgated final rules implementing the premerger notification program on

July 31, 1978. At that time, a comprehensive Statement of Basis and Purpose was published,

containing a section-by-section analysis of the rules and an item-by-item analysis of the filing

form. 6 The program became effective on September 5, 1978. The Commission, with the

concurrence of the Assistant Attorney General, has amended the rules and the filing form on

many occasions over the years to improve the program’s effectiveness and to lessen the

burden of complying with the rules, while ensuring that the agencies get all the information

they need to analyze the underlying transaction. 7

The primary purpose of the statutory scheme, as the legislative history makes clear, is to

provide the antitrust enforcement agencies with the opportunity to identify and review

potentially anticompetitive mergers and acquisitions before they are consummated. The

premerger notification program, with its filing and waiting period requirements, facilitates this

goal.

If either reviewing agency determines during the waiting period that further inquiry is

necessary, the reviewing agency is authorized by Section 7A(e) of the Clayton Act to issue a

request for additional information and documentary material (Second Request). 8 The Second

Request extends the waiting period for a specified period of time (usually 30 days, but 10 days

in the case of a cash tender offer or bankruptcy sale) after all parties have complied with the

Second Request (or, in the case of a tender offer or bankruptcy sale, after the acquiring person

complies). This additional time provides the reviewing agency with the opportunity to analyze

the information and to take appropriate action before the transaction is consummated. If the

reviewing agency believes that a proposed transaction may substantially lessen competition,

the agency may seek an injunction in federal district court to prohibit consummation of the

transaction. The Commission also may challenge the transaction in administrative litigation.

A STATISTICAL PROFILE OF THE PREMERGER NOTIFICATION PROGRAM

The appendices to this Report provide a statistical summary of the operation of the

premerger notification program. Appendix A shows, for the ten-year period covering fiscal

years 2013-2022: the number of transactions reported; the number of filings received; the

number of merger investigations in which Second Requests were issued; and the number of

transactions in which requests for early termination of the waiting period were received,

43 Fed. Reg. 33450 (July 31, 1978).

See https://www.ftc.gov/enforcement/premerger-notification-program/statute-rules-and-formalinterpretations/statements-basis-purpose.

15 U.S.C. §18a(e)(1)(a) (“The Federal Trade Commission or the Assistant Attorney General may, prior to the

expiration of the 30-day waiting period (or in the case of a cash tender offer, the 15-day waiting period)…require

the submission of additional information or documentary material relevant to the proposed acquisition”).

granted, and not granted. 9 Appendix A also shows the number of transactions in which Second

Requests could have been issued. Appendix B provides a month-by-month comparison of the

number of transactions reported and the number of filings received for fiscal years 2013

through 2022.

The statistics set out in these appendices show that the number of transactions

reported in fiscal year 2022 decreased 10.5 percent from the number of transactions reported

in fiscal year 2021. In fiscal year 2022, 3,152 transactions were reported, while 3,520 were

reported in fiscal year 2021, but the number of reported transactions remained significantly

above the ten-year median. 10 Of the 3,152 reported transactions, Second Requests could have

been issued in 3,029 of them. The absolute number of Second Requests has remained fairly

consistent across the last decade, including 48 Second Requests in 2020, 65 in 2021, and 47 in

2022. 11

The statistics in Appendix A show that in fiscal year 2022, early termination was

requested in 44.4 percent (1,345) of the adjusted transactions reported. In fiscal year 2021,

early termination was requested in 62.2 percent (2,124) of the transactions reported. The

percentage of requests granted out of the total requested decreased from 19.6 percent in fiscal

year 2021 to 0.4 percent in fiscal year 2022, due to a suspension of the granting of early

termination in February 2021, except in situations where merging parties entered into a

consent order or the parties resolved the investigating agency’s concerns prior to fully

complying with a Second Request. 12

The tables (Tables I through XI) in Exhibit A contain information regarding the agencies’

enforcement activities for transactions reported in fiscal year 2022. The tables provide, for

example, various characteristics of transactions, the number and percentage of transactions in

which one antitrust agency granted the other clearance to commence an investigation, and the

number of merger investigations in which either agency issued Second Requests. Table III of

Exhibit A shows that in fiscal year 2022, the agencies received clearance to conduct an initial

investigation in 9.2 percent of the total number of transactions reported. The tables also

provide the number of transactions based on the dollar value of transactions reported and the

The term “transaction,” as used in Appendices A and B and Exhibit A to this Report, does not refer only to

individual mergers or acquisitions. A particular merger, joint venture, or acquisition may be structured such that it

involves more than one filing that must be made under the HSR Act.

This Report, like previous Reports, also includes annual data on “adjusted transactions in which a Second

Request could have been issued” (adjusted transactions). See Appendix A & Appendix A n.2 (explaining calculation

of that data). There were 3,029 adjusted transactions in fiscal year 2022, and the data presented in the Tables and

the percentages discussed in the text of this Report are based on this figure. The number of transactions in fiscal

year 2021 was an all-time high and 2022’s figures still represent the second-highest total in at least a decade.

As noted in prior reports, and described in Appendix A, the total number of Second Requests has remained fairly

consistent over the last decade – 47 in 2013, 51 in 2014, 47 in 2015, 54 in 2016, 51 in 2017, 45 in 2018, 61 in 2019,

48 in 2020, 65 in 2021, and 47 in 2022.

https://www.ftc.gov/enforcement/competition-matters/2021/03/hsr-early-termination-after-second-requestissues.

reporting threshold indicated in the notification report. In fiscal year 2022, the aggregate dollar

value of reported transactions was $2.5 trillion. 13

Tables X and XI provide the number of transactions by industry group in which the

acquiring person or the acquired entity derived the most revenue. Figure 2 illustrates the

percentage of adjusted transactions within industry groups for fiscal year 2022 based on the

acquired entity’s operations. 14

Percentage of Transactions By Industry Group of Acquired Entity

Health Services, 4.2%

Chemicals &

Pharmaceuticals, 3.9%

Energy & Natural

Resources, 4.4%

Transportation, 3.7%

Consumer Goods &

Services, 31.3%

Information

Technology, 8.7%

Other, 23.0%

Manufacturing, 10.5%

Banking & Insurance,

10.4%

(Figure 2)

The information on the value of reported adjusted transactions for fiscal year 2022 is drawn from a database

maintained by the Premerger Notification Office.

The category designated as “Other” consists of industry segments that include construction, educational

services, performing arts, recreation, and other non-classifiable businesses.

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

Threshold Adjustments

The 2000 amendments to the HSR Act require the Commission to publish adjustments

to the Act’s jurisdictional and filing fee thresholds in the Federal Register annually, for each

fiscal year beginning on September 30, 2004, based on the change in the gross national

product, in accordance with Section 8(a)(5) of the Clayton Act. The Commission amended the

rules in 2005 to provide a method for future adjustments as required by the 2000 amendments,

and to reflect the revised thresholds contained in the rules. The Commission usually publishes

the revised thresholds annually in January, and they become effective 30 days after publication.

On January 24, 2022, the Commission published a notice 15 to reflect adjustment of the

reporting thresholds as required by the 2000 amendments 16 to Section 7A of the Clayton Act,

15 U.S.C. § 18a. The revised thresholds, including an increase in the size of transaction

threshold from $92 million to $101 million, became effective February 23, 2022. The thresholds

are calculated based on the prior year’s GNP.

Compliance

The Commission and the Antitrust Division continued to monitor compliance with the

premerger notification program’s filing and waiting period requirements and initiated a number

of investigations in fiscal year 2022. The agencies use several methods to oversee compliance,

including monitoring news outlets and industry publications for transactions that may not have

been reported in accordance with the HSR Act’s requirements. Industry sources, such as

competitors, customers, and suppliers, interested members of the public, and, in certain cases,

the parties themselves, also provide the agencies with information about transactions and

possible violations of the Act’s requirements.

Under Section 7A(g)(1) of the Act, any person that fails to comply with the Act’s

notification and waiting period requirements is liable for a civil penalty of up to $46,517 for

each day the violation continues. 17 The antitrust agencies examine the circumstances of each

87 Fed. Reg. 3541 (Jan. 23, 2022).

15 U.S.C. §18a(a). See Pub. L. No. 106-553, 114 Stat. 2762.

Dollar amounts specified in civil monetary penalty provisions within the Commission’s jurisdiction are adjusted

for inflation in accordance with the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015,

Pub. L. No. 114-7 (Nov. 2, 2015). The adjustments have included an increase in the maximum civil penalty from

$10,000 to $11,000 for each day during which a person is in violation of Section 7A(g)(1) (61 Fed. Reg. 54548 (Oct.

21, 1996), corrected at 61 Fed. Reg. 55840 (Oct. 29, 1996)), to $16,000 effective February 10, 2009 (74 Fed. Reg.

857 (Jan. 9, 2009)), to $40,000 effective August 1, 2016 (81 Fed. Reg. 42476 (June 30, 2016)), to $43,792 effective

Jan. 13, 2021 (86 Fed. Reg. 2880 (Jan. 13, 2021)) and to $46,517 effective January 10, 2022, (87 Fed. Reg. 1070

(Jan. 10, 2022).

violation to determine whether to seek penalties. 18 During fiscal year 2022, 74 postconsummation “corrective” filings were received, and the agencies brought two civil penalty

actions, resulting in approximately $1.89 million in civil penalties.

In United States v. Clarence L. Werner, 19 the complaint alleged that Mr. Werner, the

founder of the Omaha, Nebraska-based truckload carrier Werner Enterprises, Inc., violated the

HSR Act by failing to file for an acquisition of additional voting securities of Werner Inc. when

his holdings crossed the relevant threshold. Mr. Werner had previously failed to file HSR Forms

for acquisitions of Werner Inc. voting securities as part of his compensation package. Under the

terms of a negotiated settlement, Mr. Werner agreed to pay a $486,900 civil penalty. On April

20, 2022, the U.S. District Court for the District of Columbia entered the final judgment.

In United States v. Biglari Holdings, 20 the complaint alleged that restaurant chain owner

and investment fund operator Biglari violated the HSR Act by failing to file for an acquisition of

additional voting securities of Cracker Barrel Old Country Store, Inc. Under the terms of a

negotiated settlement, Biglari agreed to pay a $1.4 million civil penalty. On May 9, 2022, the

U.S. District Court for the District of Columbia entered the final judgment.

MERGER ENFORCEMENT ACTIVITY 21

The Department of Justice

During fiscal year 2022, the Antitrust Division worked to block anticompetitive mergers

where it concluded the effect may be substantially to lessen competition or tend to create a

monopoly if allowed to proceed as proposed. The Division's enforcement efforts directly

impacted 26 merger transactions. In six cases, the Division filed lawsuits in federal court to

block the transactions; in four others the Division filed a complaint and settlement

simultaneously. In ten proposed transactions the parties abandoned the transaction in the face

of questions from the Division, and in six others the parties changed the structure of their

transaction such that the Division chose not to bring an enforcement action at that time.

The Division filed the following six cases that resulted in active litigation.

If parties inadvertently fail to file, the agencies generally will not seek penalties so long as the parties promptly

submit corrective filings after discovering the failure to file, submit an acceptable explanation of their failure to

file, and have not previously violated the Act.

United States v. Clarence L. Werner, No. 1:21-cv-03332 (D.D.C. filed on Dec. 22, 2021),

https://www.ftc.gov/legal-library-browse/cases-proceedings/211-0004-clarence-l-werner-us-v.

United States v. Biglari Holdings, Inc., No. 1:21-cv-0331 (D.D.C. filed on Dec. 22, 2021),

https://www.ftc.gov/legal-library/browse/cases-proceedings/2110040-biglari-holdings-inc.

The cases listed in this section were not necessarily reportable under the premerger notification program. Given

the confidentiality of information obtained pursuant to the Act, it would be inappropriate to identify the cases

initiated under the program except in those instances in which that information has already been disclosed.

In United States v. Bertelsmann SE & Co. KGaA, Penguin Random House, LLC,

ViacomCBS, Inc., and Simon & Schuster, Inc., 22 the Division filed a lawsuit to block Penguin

Random House’s proposed acquisition of Simon & Schuster. As alleged in the complaint, the

proposed acquisition would have enabled Penguin Random House, the largest book publisher in

the world, to exert outsized influence over which books would be published in the United

States and how much authors would be paid for their work. The proposed acquisition would

have put the combined firm in control of nearly half of the market for acquiring publishing

rights to anticipated top-selling books, leaving hundreds of individual authors with fewer

options and less leverage. On November 7, 2022, after a thirteen-day trial on the merits, the

U.S. District Court for the District of Columbia enjoined the merger.

In United States v. United States Sugar Corp., United Sugars Corp., Imperial Sugar Co.,

and Louis Dreyfus Co. LLC, 23 the Division filed a challenge to United States Sugar Corporation’s

proposed acquisition of Imperial Sugar Company. The complaint alleged that the proposed

acquisition would further consolidate an already consolidated industry, resulting in a duopoly—

United States Sugars and American Sugar Refining (also known as “Domino”) —controlling the

vast majority of refined sugar sold in the Southeast. As a result, the complaint alleged that the

acquisition would eliminate a significant competitor leading to higher prices and increase the

likelihood of, or enable, successful anticompetitive coordination in the production and sale of

refined sugar to customers in the Southeast, as well as in Georgia and its bordering states. On

September 28, 2022, the U.S. District Court for the District of Delaware ruled in favor of the

Defendants. The U.S. Court of Appeals for the Third Circuit affirmed the district court’s decision

on July 13, 2023.

In United States, State of Minnesota and State of New York v. UnitedHealth Group Inc.,

and Change Healthcare Inc., 24 the Division, together with the Attorneys General of Minnesota

and New York, filed suit to block the $13 billion proposed acquisition of Change Healthcare Inc.

by UnitedHealth Group Inc. The complaint alleged that the proposed merger would give

UnitedHealth Group, which owns the largest health insurer in the United States, control over

Change Healthcare’s electronic data interchange clearinghouse, a critical data highway through

which about half of all Americans’ health insurance claims pass each year. As a result, the

acquisition would allow UnitedHealthcare to use its rivals’ competitively sensitive information

to gain an unfair advantage and harm competition in health insurance markets. Additionally,

the complaint alleged that the proposed transaction would eliminate UnitedHealth Group’s

only major rival for first-pass claims editing technology, a critical product used to efficiently

process health insurance claims, and give it a monopoly share in the market. On September 19,

2022, the U.S. District Court for the District of Columbia, while acknowledging the validity of the

United States v. Bertelsmann SE & Co. KGaA, Penguin Random House, LLC, ViacomCBS, Inc., and Simon &

Schuster, Inc., 1:21-cv-02886 (D.D.C. filed Nov. 02, 2021).

In United States v. United States Sugar Corp., United Sugars Corp., Imperial Sugar Co., and Louis Dreyfus Co. LLC,

1:21-cv-01644-UNA (D. Del. Filed Nov. 23, 2021).

United States, State of Minnesota and State of New York v. UnitedHealth Group Inc., and Change Healthcare Inc.,

1:22-cv-00481 (D.D.C. filed Feb 24, 2022).

plaintiffs’ data-use theory, ruled in favor of the Defendants, declined to enjoin the transaction,

and ordered the divestiture of Change Healthcare’s first-pass claims editing business.

In United States v. Grupo Verzatec S.A. de C.V., Stabilit America, Inc, Crane Co., and

Crane Composites, Inc., 25 the Division filed suit to enjoin Grupo Verzatec S.A. de C.V. from

buying its closest competitor, Crane Composites, Inc. The complaint alleged that the

transaction would have created a monopoly in the market for the production and sale of

pebbled fiberglass reinforced plastic wall panels, whose product and performance

characteristics make it the wall covering of choice for many restaurants, grocery stores,

hospitals, and convenience stores across the United States. On May 26, 2022, the parties

abandoned the proposed acquisition.

In United States v. Booz Allen Hamilton Holding Corp., Booz Allen Hamilton Inc.,

Everwatch Corp., EC Defense Holdings, LLC, and Analysis, Computing & Engineering Solutions,

Inc., 26 the Division filed suit to block Booz Allen Hamilton Holding Corporation’s proposed

acquisition of Everwatch Corporation. The complaint alleged that the companies’ merger

agreement harmed competition for an imminent government request for proposals to provide

signals intelligence modeling and simulation services to the National Security Agency. The

complaint alleged that Booz Allen and Everwatch, were the only competitors for this project,

and that the companies were competing vigorously to win the contract before agreeing to

merge. Once the companies agreed to merge, according to the complaint, they no longer had

an incentive to bid aggressively against each other because no matter which company NSA

selected, the merged firm would ultimately own the contract and reap the rewards. Although

recognizing that the litigation may have accomplished some of the Division's goals, on October

11, 2022, the U.S. District Court for the District of Maryland denied the Division’s Motion for a

Preliminary Injunction.

In United States v. ASSA ABLOY AB and Spectrum Brands Holdings, Inc.,27 the Division

filed suit to enjoin ASSA ABLOY from acquiring its residential door hardware rival, a division of

Spectrum Brands Holding. The complaint alleged that acquisition would combine two of the

three largest producers of residential door hardware in the concentrated $2.4 billion industry.

As a result, the acquisition likely would have resulted in higher price, lower quality, reduced

innovation, and poorer service in the sale of at least two types of residential door hardware:

premium mechanical door hardware and smart locks. On May 5, 2023, following more than

seven months of litigation and several days of trial, the Division filed a proposed final judgment

requiring ASSA ABLOY, among other things, to divest assets to Fortune Brands Innovation, Inc.

and to submit to five years of oversight by a monitoring trustee. The proposed final judgment

provided greater relief than earlier offers by the Defendants, although the Division did not

United States v. Grupo Verzatec S.A. de C.V., Stabilit America, Inc, Crane Co., and Crane Composites, Inc., 1:22-cv01401 (N.D. Ill. Filed Mar. 17, 2022).

United States v. Booz Allen Hamilton Holding Corp., Booz Allen Hamilton Inc., Everwatch Corp., EC Defense

Holdings, LLC, and Analysis, Computing & Engineering Solutions, Inc., 1:22-cv-01603-CCB (D. MD. Filed June 29,

2022).

United States v. ASSA ABLOY AB and Spectrum Brands Holdings, Inc., 1:22-cv-02791-ABJ (D.D.C. Nov. 03, 2022).

contend that the relief obtained would fully eliminate the risks to competition alleged in the

complaint. The proposed final judgment is designed to try to preserve competitive intensity in

the markets for premium mechanical door hardware and smart locks. The Court entered final

judgment on September 13, 2023.

The Division filed complaints and proposed settlements in the following four matters.

In United States v. Wienerberger AG, General Shale Brick, Inc., LSF9 Stardust Super

Holdings, L.P., Boral Limited, and Meridian Brick LLC,28 the Division challenged General Shale

Inc.’s proposed acquisition of Meridian Brick LLC. A proposed final judgment, filed

concurrently with the complaint on October 1, 2021, required the parties to divest specified

residential brick manufacturing and sales assets located within seven states. The U.S. District

Court for the District of Columbia entered the final judgment on January 31, 2022.

In United States v. Neenah Enterprises, Inc., U.S. Holdings, Inc., and U.S. Foundry and

Manufacturing Corp.,29 the Division challenged Neenah Enterprises Inc.’s proposed acquisition

of substantially all of the assets of U.S. Holdings, Inc.’s subsidiary, U.S. Foundry and

Manufacturing Corporation. On October 14, 2021, the Division filed a complaint and proposed

final judgment requiring the parties divest assets designed to establish an independent and

economically viable competitor in the market for the design, product, and sale of gray iron

municipal castings. The U.S. District Court for the District of Columbia entered the final

judgment on January 31, 2022.

In United States v. B.S.A. S.A., LAG Holding, Inc., and The Kraft Heinz Co.,30 the Division

challenged B.S.A. S.A.’s (Lactalis) proposed acquisition of The Kraft Heinz Company’s natural

cheese business in the United States. A proposed final judgment, filed concurrently with the

complaint on November 10, 2021, required the parties to divest Kraft Heinz’s Athenos business

and Polly-O business. The U.S. District Court for the District of Columbia entered the final

judgment on March 15, 2022.

In United States v. S&P Global Inc. and IHS Markit Ltd.,31 the Division challenged the

proposed merger of S&P and IHS Markit. On November 12, 2021, the Division filed a complaint

and proposed final judgment requiring the divest IHS Markit’s price reporting agency

businesses. The U.S. District Court for the District of Columbia entered the final judgment on

March 21, 2022.

United States v. Wienerberger AG, General Shale Brick, Inc., LSF9 Stardust Super Holdings, L.P., Boral Limited, and

Meridian Brick LLC, 1:21-cv-02555 (D.D.C. Oct. 01, 2021).

United States v. Neenah Enterprises, Inc., U.S. Holdings, Inc., and U.S. Foundry and Manufacturing Corp., 1:21-cv02701 (D.D.C. Oct. 14, 2021).

United States v. B.S.A. S.A., LAG Holding, Inc., and The Kraft Heinz Co., 1:21-cv-02976 (D.D.C. Nov. 10, 2021).

United States v. S&P Global Inc. and IHS Markit Ltd., 1;21-cv-03003 (D.D.C. Nov. 12, 2021).

The Federal Trade Commission

During fiscal year 2022, the Commission challenged 23 mergers as violations of the

Clayton Act. In six cases, the Commission initiated administrative or federal court litigation. In

at least five instances, firms abandoned their mergers after the Commission raised concerns.

The Commission also accepted consent orders that required divestitures and other relief in

twelve merger cases.

In Nvidia/Arm, 32 the Commission filed an administrative complaint challenging Nvidia’s

$40 billion proposed acquisition of U.K. semiconductor provider Arm. The complaint alleged

that the proposed vertical merger would give Nvidia, one of the largest chip companies in the

world, control over Arm’s computing technology that rival firms rely on to develop their own

competing chips. If consummated, the combined company would have had the means and

incentive to stifle innovative next-generation technologies, including driver-assistance systems

in cars. Shortly after the Commission filed its complaint, the parties abandoned the

transaction.

In Lockheed/Aerojet, 33 the Commission filed an administrative complaint challenging

Lockheed’s $4.4 billion proposed vertical acquisition of Aerojet. The Commission also

authorized staff to seek a preliminary injunction in the U.S. District Court for the District of

Columbia to maintain the status quo pending the outcome of the administrative trial. Aerojet is

the last independent U.S. supplier of missile propulsion systems and supplies advanced power,

propulsion, and armament systems to Lockheed and other defense contractors. The complaint

alleged that the proposed merger would allow Lockheed to harm rival defense contractors by

cutting them off from Aerojet’s critical components needed to build competing missiles or

otherwise disadvantaging its rivals’ ability to compete effectively. Shortly after the Commission

filed its complaint, the parties abandoned the transaction.

In Lifespan/Care New England, 34 the Commission filed an administrative complaint

challenging the proposed merger of Rhode Island’s two largest healthcare providers. The

Commission also authorized staff to seek a preliminary injunction in the U.S. District Court for

the District of Rhode Island to maintain the status quo pending the outcome of the

administrative trial. The complaint alleged that the proposed merger would eliminate the

head-to-head competition between Lifespan and Care New England and create a dominant

healthcare system for most inpatient general acute care services and inpatient behavioral

health services in Rhode Island. The parties had a history of competing against each other to

improve quality and services in the state of Rhode Island and 19 nearby Massachusetts

In the Matter of Nvidia Corporation, Softbank Group, and Arm, Ltd., FTC Dkt. C-9404 (complaint filed on Dec. 2,

2021), https://www.ftc.gov/legal-library/browse/cases-proceedings/2110015-nvidiaarm-matter.

In the Matter of Lockheed Martin Corporation and Aerojet Rocketdyne Holdings, Inc., FTC Dkt. C-9405 (complaint

filed on Jan. 25, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/211-0052-lockheedaerojetmatter.

In the Matter of Lifespan Corporation and Care New England Health System, FTC Dkt. C-9406 (complaint filed on

Feb. 17, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/211-0031-lifespancne-matter.

communities. The combination would have eliminated competition for a range of essential

medical and surgical services and left insurers with few alternatives for inpatient general acute

care services. The complaint further alleged the combined healthcare system would have

reduced the hospitals’ incentives to invest in vital non-price dimensions of competition, such as

quality of care, access to services, and technology. Shortly after the Commission filed its

complaint, the parties abandoned the transaction.

In HCA/Steward, 35 the Commission filed an administrative complaint challenging HCA’s

proposed acquisition of Steward Health. The Commission also authorized staff to seek a

preliminary injunction in the U.S. District Court for the District of Utah to maintain the status

quo pending the outcome of the administrative trial. The complaint alleged that the proposed

merger would eliminate the head-to-head competition between the parties for a broad range

of essential medical and surgical diagnostic and treatment services that require an overnight

hospital stay, known as inpatient general acute care services. HCA and Steward are the second

and fourth largest healthcare systems in the Wasatch Front region of Utah, and the competition

between them helps keep healthcare costs down. Shortly after the Commission filed its

complaint, the parties abandoned the transaction.

In Barnabas Health/Saint Peter’s, 36 the Commission filed an administrative complaint

challenging Barnabas Health’s proposed acquisition of Saint Peter’s. The Commission also

authorized staff to seek a preliminary injunction in the U.S. District Court for the District of New

Jersey to halt the transaction pending an administrative trial. The complaint alleged that the

proposed merger would eliminate the head-to-head competition for general acute care services

in Middlesex County, New Jersey. The combination would have given the combined system a

market share of more than 50% in Middlesex County, leaving insurers with fewer and less

attractive alternatives, and allowing the combined health system to demand higher

reimbursement rates and more onerous contract terms. Shortly after the Commission filed its

complaint, the parties abandoned the transaction.

In Meta/Within, 37 the Commission filed an administrative complaint challenging Meta’s

proposed acquisition of Within. The Commission also authorized staff to seek a preliminary

injunction in the U.S. District Court of Northern California pending the outcome of the

administrative trial. The Commission’s complaint alleged that Meta is a potential entrant in the

virtual reality dedicated fitness market with the required resources of building its own virtual

reality fitness app to compete in the space. Meta, as a potential entrant with the resources

available to build its own dedicated-fitness virtual reality app, instead chose to acquire a

In the Matter of HCA Healthcare, Inc. and Steward Health Care System, LLC, FTC Dkt. C-9410 (complaint filed

on June 2, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/2210003-hca-healthcarestewardhealth-care-system-matter.

In the Matter of RWJ Barnabas Health and Saint Peter’s Healthcare System, FTC Dkt. C-9409 (complaint filed on

June 2, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/2010145-rwj-barnabas-healthsaintpeters-healthcare-system-matter.

In the Matter of Meta Platforms, Inc. and Within Unlimited, Inc., FTC Dkt. C-9411 (complaint filed on Aug. 11,

2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/221-0040-metazuckerbergwithin-matter.

primary competitor. The Commission’s complaint alleged that Meta’s acquisition would likely

eliminate the prospect of entry and dampen future innovation. In December 2022, the U.S.

District Court denied the preliminary injunction and the Commission dismissed the

administrative complaint.

The Commission also accepted for public comment and finalized consent orders in the

following twelve merger matters.

In DaVita/Total Renal Care, 38 the Commission challenged DaVita’s subsidiary, Total

Renal Care’s, proposed acquisition of 18 dialysis clinics from the University of Utah in a non-HSR

reportable transaction. The Commission’s complaint alleged the proposed merger would

eliminate competition between the parties in outpatient dialysis services in the Provo, Utah

market. To remedy these concerns, the Commission issued a consent order requiring DaVita to

divest three dialysis clinics to Sanderling Renal Services. In addition, DaVita is prohibited from

entering or enforcing non-compete agreements and must seek Commission approval before

acquiring new clinics anywhere in Utah for a period of ten years. Following a public comment

period, the Commission approved the final order on January 12, 2022.

In Price Chopper/Tops, 39 the Commission challenged Golub’s Price Chopper chain’s

proposed acquisition of the Tops Market chain. According to the complaint, the proposed

merger would reduce competition and result in highly concentrated markets for the sale of

grocery products in several Upstate New York communities, including Cooperstown, Cortland,

Oneida, Owego, Norwich, Warrensburg, Lake Placid, Rome, Watertown, Pittsburgh, and

Rutland, Vermont. To remedy these concerns, the Commission issued a consent order

requiring the parties to divest one supermarket in each market, except for Watertown, where

they will divest two. Following a public comment period, the Commission approved the final

order on January 20, 2022.

In ANI/Novitium, 40 the Commission challenged ANI’s $210 million proposed acquisition

of Novitium. According to the complaint, the proposed transaction would eliminate future

competition in the U.S. market for generic SMX-TMP oral suspension, an antibiotic used to treat

infections, and generic dexamethasone tablets, an oral steroid product. To remedy these

concerns, the Commission issued a consent order requiring ANI to divest ANI’s rights and assets

to generic SMX-TMP and generic dexamethasone to Prasco. In addition, the final order

contains a prior approval provision giving the Commission notice and approval rights for future

related acquisitions in these two markets. Following a public comment period, the Commission

approved the final order on January 12, 2022.

In the Matter of DaVita, Inc. and Total Renal Care, Inc., FTC Dkt. C- (complaint filed on Oct. 25, 2021),

https://www.ftc.gov/legal-library/browse/cases-proceedings/2110013-davita-inc-total-renal-care-inc-matter.

In the Matter of The Golub Corporation, Tops Markets Corporation, and Project P Newco, FTC Dkt. C-4753 (final

order issued on Jan. 20, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/211-0002-pricechoppertops-markets-matter.

In the Matter of ANI Pharmaceuticals, Inc. and Novitium Pharma LLC, FTC Dkt. C-4754 (final order issued on Jan.

12, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/211-0101-aninovitium-matter.

In Global Partners/Fuel Assets, 41 the Commission challenged Global’s $151 million

proposed acquisition of 27 retail gasoline and diesel outlets owned by Richard Wiehl.

According to the complaint, the proposed merger would have significantly increased

concentration for the retail sale of gasoline and diesel in the Connecticut towns of Fairfield,

Bethel, Milford, Wilton, and Shelton. To remedy these concerns, the Commission required the

parties to divest six Global retail fuel outlets and one Wheels retail fuel outlet to Petroleum

Marketing Investment Group. Following a public comment period, the Commission approved

the final order on March 2, 2022.

In EnCap/EP Energy, 42 the Commission challenged EnCap’s $1.4 billion proposed

acquisition of EP Energy. According to the complaint, the proposed merger would eliminate

substantial head-to-head competition for the sale of Uinta Basin waxy crude oil to Salt Lake City

refiners. The complaint alleged that EnCap and EP Energy were two of only four significant

producers of Uinta waxy crude oil and that the proposed merger would have increased the

likelihood of collusion or coordination among the remaining competitors in the Uinta Basin. To

remedy these concerns, the Commission issued a consent order requiring EnCap divest EP’s

business and assets in Utah to Crescent Energy Company. Following a public comment period,

the Commission approved the final order on September 13, 2022.

In Hikma/Custopharm, 43 the Commission challenged Hikma’s $375 million proposed

acquisition of Custopharm. According to the complaint, the proposed merger would eliminate

future competition in the market for the corticosteroid drug triamcinolone acetonide (TCA).

The complaint alleged that only Custopharm and a few other companies were making this drug

and Hikma would stop developing its own TCA following its acquisition of Custopharm,

threatening competition in the TCA market. To remedy this concern, the Commission issued a

consent order requiring Custopharm’s parent company to retain and transfer its TCA assets to

another one of its subsidiaries, Long Grove Pharmaceuticals. The consent order also requires

Long Grove to maintain the competitive viability of these assets and requires Hikma to seek

Commission approval for future TCA-related acquisitions. Following a public comment period,

the Commission approved the final order on July 13, 2022.

In American Securities/Ferro, 44 the Commission challenged Prince International’s parent

company, American Securities’, $2.1 billion proposed acquisition of Ferro. According to the

complaint, the proposed merger would increase the likelihood of the merged firm to

In the Matter of Global Partners LP and Richard Wiehl, FTC Dkt. C-4755 (final order issued on March 2, 2022),

https://www.ftc.gov/legal-library/browse/cases-proceedings/global-partnersfuel-assets.

In the Matter of EnCap Investments L.P., FTC Dkt. C-4760 (final order issued on Sept. 13, 2022),

https://www.ftc.gov/legal-library/browse/cases-proceedings/2110158-encapep-energy-matter.

In the Matter of Hikma Pharmaceuticals PLC and Custopharm, Inc., FTC Dkt. C-4771 (final order issued on July 13,

2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/2210001-hikma-pharmaceuticalscustopharm.

In the Matter of American Securities Partners VII, L.P., Prince International Corp. and Ferro Corporation, FTC

Dkt.C-4762 (final order issued on June 13, 2022), https://www.ftc.gov/legal-library/browse/casesproceedings/2110131-american-securities-partnersferro-matter.

unilaterally raise prices in the North American market for porcelain enamel frit and the world

market for forehearth colorants. In addition, the acquisition would have eliminated Prince as

an independent competitor in the world market for glass enamel, increasing the likelihood of

coordination between the merged firm and its largest competitor, Fenzi. To remedy these

concerns, the Commission issued a consent order requiring Prince and Ferro to divest three

facilities used to make porcelain enamel frit, glass enamel, and forehearth colorants to KPS

Capital. It also requires American Securities to obtain prior approval from the Commission for

ten years before buying assets to manufacture and sell porcelain enamel frit, glass enamel, or

forehearth colorants. Following a public comment period, the Commission approved the final

order on June 13, 2022.

In Medtronic/Intersect, 45 the Commission challenged Medtronic’s $1.1 billion proposed

acquisition of Intersect ENT. According to the complaint, the merger would eliminate actual,

direct, and future competition between Medtronic and Intersect, and result in higher prices and

reduced innovation in the markets for ENT navigation systems and balloon sinus dilation

products. To remedy these concerns, the Commission issued a consent order requiring

Medtronic to divest Intersect’s subsidiary Fiagon—which makes ear, nose, and throat

navigation systems and balloon sinus products—to Hemostasis. Following a public comment

period, the Commission approved the final order on June 27, 2022.

In Buckeye/Magellan, 46 the Commission challenged pipeline and storage company

Buckeye’s $435 million proposed acquisition of Magellan. According to the complaint, the

proposed merger may have substantially lessened competition for petroleum products

terminaling services in North Augusta, South Carolina; Spartanburg, South Carolina; and

Montgomery, Alabama. The complaint alleged that in all three geographic markets, the

proposed merger would eliminate close competition between Buckeye and Magellan,

increasing the likelihood of coordinated interaction between the remaining competitors,

reducing the number of options for third-party customers, and increasing the price for

terminaling services. To remedy these concerns, the Commission issued a consent order

requiring Buckeye to divest assets to U.S. Venture no later than ten days after the acquisition is

consummated. Following a public comment period, the Commission approved the final order

on August 8, 2022.

In JAB/SAGE, 47 the Commission challenged private equity firm JAB’s subsidiaries

Compassion-First Pet Hospitals’ and National Veterinary Associates’ $1.1 billion proposed

acquisition of SAGE Veterinary Partners. The complaint alleged that the proposed merger

In the Matter of Medtronic plc and Intersect ENT, Inc., FTC Dkt. C-4763 (final order issued on June 27, 2022),

https://www.ftc.gov/legal-library/browse/cases-proceedings/2110184-medtronicintersect-matter.

In the Matter of IFM Global Infrastructure Fund, Buckeye Partners, and Magellan Midstream Partners, L.P., FTC

Dkt. C-4765 (final order issued on Aug. 8, 2022), https://www.ftc.gov/legal-library/browse/casesproceedings/2110144-buckeyemagellan-matter.

In the Matter of JAB Consumer Partners SCA, National Veterinary Associates, Inc., and SAGE Veterinary Partners,

LLC, FTC Dkt. C-4766 (final order issued on Aug. 2, 2022), https://www.ftc.gov/legal-library/browse/casesproceedings/2110140-jab-consumer-partnersnational-veterinary-associatessage-veterinary-partners-matter.

would reduce the number of providers for various types of veterinary care, including

emergency services, in three geographic markets in Texas and California. In addition, a

monopoly would result for the provision of neurology and ophthalmology veterinary specialty

service in and around San Francisco. To remedy these concerns, the Commission issued a

consent order requiring JAB to divest clinics in Texas and California. In addition, the

Commission imposed robust prior approval and prior notice requirements on any future JAB

acquisitions of specialty and emergency veterinary clinics. Following a public comment period,

the Commission approved the final order on August 2, 2022.

In Arko/GPM,48 the Commission required ARKO Corp. and its subsidiary GPM to divest

assets and roll back anticompetitive provisions contained in their acquisition agreement with

Corrigan Oil. As part of their $94 million acquisition of Corrigan’s 60 Express Stop retail fuel

outlets, ARKO and GPM imposed a broad agreement not to compete covering more than 190

GPM locations in Michigan and Ohio. The acquisition also eliminated retail fuel competition in

five local markets where they both operated outlets prior to the acquisition. The Commission

ordered ARKO to release back to Corrigan retail assets in the five local markets, to seek prior

approval from the Commission before acquiring retail fuel assets within a 3-mile drive of any of

these returned locations, and to amend their acquisition agreement to limit the effects of their

overly broad noncompete restrictions. The Commission issued the Final Order on August 9,

2022.

In JAB/VIPW,49 the Commission challenged JAB’s $1.65 billion proposed acquisition of

VIPW’s Ethos, a specialty and emergency veterinary clinic operator with locations in nine

states. This deal is part of a growing trend towards consolidation in the emergency and

specialty veterinary services markets across the U.S. by large chains, including JAB. The

complaint alleged that transaction would eliminate the close competition among the parties for

a number of veterinary services and substantially increase competition in already highly

concentrated markets. The Commission issued a consent order requiring JAB to divest clinics in

Richmond, Virginia, Denver, San Francisco, and Washington, D.C. and imposing extensive prior

approval and prior notice requirements on JAB and any divestiture buyers of specialty and

emergency veterinary services. Following a public comment period, the Commission approved

the final order on October 10, 2022.

***

Prior to the HSR Act, businesses could, and often did, consummate transactions that

raised significant antitrust concerns and in some cases violated the antitrust laws before the

agencies had an opportunity to investigate and block them. This practice forced the agencies to

48 In the Matter of Arko and GPM Investments, LLC, FTC Dkt. C-4773 (final order issued on Aug. 9, 2022), https://

www.ftc.gov/legal-library/browse/cases-proceedings/211-0187-arkogpm-investments-matter.

In the Matter of JAB Consumer Partners SCA, National Veterinary Associates, Inc., and VIPW, LLC, FTC Dkt.

C-4770 (final order issued on Oct. 10, 2022), https://www.ftc.gov/legal-library/browse/casesproceedings/211-0174-jab-consumer-partnersvipwethos-veterinary-health-matter.

engage in lengthy post-acquisition litigation, during the course of which the transaction’s

anticompetitive effects continued to harm competition and the public; furthermore, if effective

post-acquisition relief was not practicable, the harm continued indefinitely.

All staff of the Commission and the Department of Justice, including the FTC’s Premerger

Notification Office, are to be commended for their diligent and dedicated efforts to identify and

investigate mergers and acquisitions that may substantially lessen competition or tend to

create a monopoly and to vigorously enforce the law. The Commission and the Antitrust

Division salute the tireless work of their excellent staffs in protecting the American public from

unlawful mergers and acquisitions.

LIST OF APPENDICES

Appendix A:

Summary of Transactions, Fiscal Years 2013 – 2022

Appendix B:

Number of Transactions Reported and Filings Received by Month for Fiscal Years

2013 - 2022

LIST OF EXHIBITS

Exhibit A:

Statistical Tables for Fiscal Year 2022 – Data Profiling Hart-ScottRodino Notification Filings and Enforcement Actions

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 2013 – 2022

APPENDIX A

SUMMARY OF TRANSACTIONS BY FISCAL YEAR

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

Transactions Reported

1,326

1,663

1,801

1,832

2,052

2,111

2,089

1,637

3,520

3,152

Filings Received1

2,628

3,307

3,585

3,674

4,083

4,188

4,142

3,249

7,002

6,288

Adjusted Transactions In Which A Second

Request Could Have Been Issued2

1,286

1,618

1,754

1,772

1,992

2,028

2,030

1,580

3,413

3,029

Investigations in Which Second Requests

Were Issued

1.9%

1.1%

1.4%

1.7%

1.3%

1.5%

1.2%

0.8%

1.7%

1.3%

1.5%

1.6%

0.9%

1.5%

1.6%

0.7%

990

1,274

1,366

1,374

1,552

1,500

1,507

1,133

2,124

1,345

Granted5

797

1,020

1,086

1,102

1,220

1,170

1,107

861

417

Not Granted5

193

254

280

272

332

330

400

272

1,707

1,340

FTC3

Percent4

DOJ3

Percent4

Transactions Involving a Request For Early

Termination5

Usually, two filings are received, one from the acquiring person and one from the acquired person when a transaction is reported. Only one application is received when an

acquiring party files for an exemption under Section 7A (c )(6) or (c )(8) of the Clayton Act.

2 These figures omit from the total number of transactions reported all transactions for which the agencies were not authorized to request additional information. These include

(1) incomplete transactions (only one party filed a complete notification); (2) transactions reported pursuant to the exemption provisions of Sections 7A (c)(6) and 7A(c)(8) of the

Act; (3) transactions which were found to be non‐reportable; and (4) transactions withdrawn before the waiting period began. In addition, where a party filed more than one

notification in the same year to acquire voting securities of the same corporation, e.g., filing one threshold and later filing for a higher threshold, only a single consolidated

transaction has been counted because as a practical matter the agencies do not issue more than one Second Request in such a case. These statistics also omit from the total

number the transactions reported secondary acquisitions filed pursuant to §801.4 of the Premerger Notification rules. Secondary acquisitions have been deducted in order to

be consistent with the statistics presented in most of the prior annual reports.

3 These statistics are based on the date the Second Request was issued and not the date the investigation was opened.

4 Second Request investigations are a percentage of the total number of adjusted transactions. The total percentage reflected in Figure 2 may not equal the sum of reported

component values due to rounding.

5 These statistics are based on the date of the HSR filing and not the date action was taken on the request.

APPENDIX B

NUMBER OF TRANSACTIONS REPORTED AND

FILINGS RECEIVED BY MONTH

FOR

FISCAL YEARS 2013 - 2022

APPENDIX B

TABLE 1. NUMBER OF TRANSACTIONS REPORTED BY MONTH FOR FISCAL YEARS

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

October

127

124

144

168

163

174

211

151

202

432

November

260

159

157

243

215

207

254

206

400

575

December

108

122

157

148

160

157

164

204

279

January

125

118

117

153

170

150

154

210

233

February

114

140

127

153

141

145

138

278

206

March

100

128

125

146

178

156

136

322

221

April

140

131

129

150

140

163

261

218

May

117

157

152

168

209

222

191

299

211

June

150

155

150

191

177

161

117

299

202

July

162

170

140

146

180

170

110

329

184

August

122

151

216

166

219

223

173

170

353

197

September

103

173

168

142

159

139

158

162

363

194

TOTAL

1,326

1,663

1,801

1,832

2,052

2,111

2,089

1,637

3,520

3,152

APPENDIX B

TABLE 2. NUMBER OF FILINGS RECEIVED1 BY MONTH FOR FISCAL YEARS

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

October

255

247

289

345

329

336

421

298

454

870

November

511

325

322

483

416

417

505

413

825

1,187

December

180

211

239

314

297

319

308

329

364

552

January

151

244

236

307

316

287

309

399

431

February

169

236

257

249

298

304

295

269

564

407

March

172

195

252

265

302

338

308

270

616

440

April

151

271

265

249

290

285

335

145

524

434

May

228

315

305

331

402

424

365

137

623

420

June

181

304

322

304

388

365

349

212

573

407

July

186

323

327

284

291

364

306

208

659

365

August

240

292

425

339

446

433

358

336

717

407

September

204

344

338

275

317

287

305

323

684

368

TOTAL

2,628

3,307

3,585

3,674

4,083

4,188

4,142

3,249

7,002

6,288

Usually, two filings are received, one from the acquiring person and one from the acquired person, when the transaction is reported. Only one filing is received when an

acquiring person files for a transaction that is exempt under Sections 7A(c)(6) and (c)(8) of the Clayton Act.

EXHIBIT A

STATISTICAL TABLES

FOR

FISCAL YEAR 2022

DATA PROFILING HART-SCOTT-RODINO PREMERGER NOTIFICATION

FILINGS AND ENFORCEMENT ACTIONS

TABLE I

FISCAL YEAR 20221

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

TRANSACTION RANGE

GROUP

NUMBER

PERCENT OF

TRANSACTION RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

50M - 100M 5

0.8%

0.0%

4.0%

0.0%

100M - 150M 5

401

13.2%

2.7%

1.7%

4.5%

0.2%

0.5%

0.7%

150M - 200M 5

402

13.3%

3.5%

2.0%

5.5%

0.0%

0.2%

200M - 300M 5

513

16.9%

5.7%

2.9%

8.6%

0.4%

0.0%

0.4%

300M - 500M 5

434

14.3%

6.0%

3.2%

9.2%

0.7%

1.4%

500M - 1000M5

643

21.2%

6.7%

4.2%

10.9%

0.5%

0.9%

1.4%

Over 1000M 5

611

20.2%

10.0%

5.7%

15.7%

2.6%

1.6%

4.3%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

0.8%

0.7%

1.6%

TABLE II

FISCAL YEAR 20221

ACQUISITIONS BY SIZE OF TRANSACTION (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

SECOND REQUEST INVESTIGATIONS 3

PERCENTAGE OF

TOTAL NUMBER OF

CLEARANCES

NUMBER

PERCENTAGE OF

TOTAL NUMBER OF

SECOND REQUESTS

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

LESS THAN 50M 5

0.0%

LESS THAN 100M 5

0.8%

0.0%

0.3%

0.0%

LESS THAN 150M 5

426

14.1%

3.8%

2.7%

6.5%

2.1%

4.3%

6.4%

LESS THAN 200M 5

828

27.3%

8.6%

5.5%

14.1%

2.1%

6.4%

8.5%

LESS THAN 300M 5

1,341

44.3%

18.6%

10.7%

29.2%

6.4%

12.8%

LESS THAN 500M 5

1,775

58.6%

27.5%

15.5%

43.0%

12.8%

25.5%

LESS THAN 1000M 5

2,413

79.7%

123

42.3%

24.7%

67.0%

19.1%

25.5%

44.7%

ALL TRANSACTIONS

3,029

184

107

63.2%

36.8%

100.0%

53.2%

46.8%

100.0%

TABLE III

FISCAL YEAR 20221

TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY

CLEARANCE GRANTED AS A PERCENTAGE OF:

CLEARANCES

GRANTED TO

AGENCY

TRANSACTION RANGE

($MILLIONS)

TRANSACTIONS IN EACH

TRANSACTION RANGE

GROUP

TOTAL NUMBER

OF CLEARANCES

PER AGENCY

TOTAL NUMBER OF

CLEARANCES

GRANTED

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

50M - 100M 5

0.0%

4.0%

0.0%

0.9%

0.0%

0.3%

100M - 150M 5

2.7%

1.7%

4.5%

6.0%

6.5%

3.8%

2.4%

6.2%

150M - 200M 5

3.5%

2.0%

5.5%

7.6%

7.5%

4.8%

2.7%

7.6%

200M - 300M 5

5.7%

2.9%

8.6%

15.8%

14.0%

10.0%

5.2%

15.1%

300M - 500M 5

6.0%

3.2%

9.2%

14.1%

13.1%

8.9%

4.8%

13.7%

500M - 1000M5

6.7%

4.2%

10.9%

23.4%

25.2%

14.8%

9.3%

24.1%

Over 1000M 5

10.0%

5.7%

15.7%

33.2%

32.7%

21.0%

12.0%

33.0%

ALL TRANSACTIONS

184

107

291

6.1%

3.5%

9.6%

100.0%

63.2%

36.8%

100.0%

TABLE IV

FISCAL YEAR 20221

TRANSACTIONS IN WHICH SECOND REQUESTS WERE ISSUED

TRANSACTION RANGE

($MILLIONS)

INVESTIGATIONS IN

WHICH A SECOND

REQUEST WAS

ISSUED 3

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:

TOTAL NUMBER OF

TRANSACTIONS

TRANSACTIONS IN

EACH TRANSACTION

RANGE GROUP

TOTAL NUMBER OF

SECOND REQUEST

INVESTIGATIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

50M - 100M 5

0.0%

100M - 150M 5

0.0%

0.1%

0.2%

0.5%

0.7%

2.1%

4.3%

6.4%

150M - 200M 5

0.0%

0.2%

0.0%

2.1%

200M - 300M 5

0.1%

0.0%

0.1%

0.4%

0.0%

0.4%

4.3%

0.0%

4.3%

300M - 500M 5

0.1%

0.2%

0.7%

1.4%

6.4%

12.8%

500M - 1000M5

0.1%

0.2%

0.3%

0.5%

0.9%

1.4%

6.4%

12.8%

19.1%

Over 1000M 5

0.5%

0.3%

0.9%

2.6%

1.6%

4.3%

34.0%

21.3%

55.3%

ALL TRANSACTIONS

0.8%

0.7%

1.6%

0.8%

0.7%

1.6%

53.2%

46.8%

100.0%

TABLE V

FISCAL YEAR 20221

ACQUISITIONS BY REPORTING THRESHOLD

HSR TRANSACTIONS

CLEARANCE GRANTED TO FTC OR DOJ

THRESHOLD 6

NUMBER

PERCENT

NUMBER

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

THRESHOLD GROUP

NUMBER

PERCENT OF

THRESHOLD GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

$50M (as adjusted)

236

7.8%

0.4%

0.8%

1.3%

0.0%

$100M (as adjusted)

271

8.9%

1.5%

4.1%

5.5%

0.0%

$500M (as adjusted)

2.1%

1.5%

0.0%

1.5%

0.0%

25%

0.6%

0.0%

5.6%

0.0%

50%

1227

40.5%

7.7%

4.1%

11.8%

1.1%

1.4%

2.4%

ASSETS ONLY

270

8.9%

14.1%

3.3%

17.4%

2.2%

0.4%

2.6%

NCI

942

31.1%

4.8%

3.6%

8.4%

0.6%

0.4%

1.1%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

0.8%

0.7%

1.6%

TABLE VI

FISCAL YEAR 20221

TRANSACTION BY ASSETS OF ACQUIRING PERSON

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

ASSET RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

491

16.2%

1.4%

2.9%

0.0%

0.2%

50M - 100M

1.3%

7.5%

0.0%

7.5%

0.0%

100M - 150M

1.6%

2.1%

4.2%

6.3%

2.1%

0.0%

2.1%

150M - 200M

129

4.3%

0.8%

2.3%

3.1%

0.0%

200M - 300M

241

8.0%

5.0%

4.1%

9.1%

0.0%

0.8%

300M - 500M

216

7.1%

2.8%

2.3%

5.1%

0.0%

0.5%

500M - 1000M

266

8.8%

3.4%

3.8%

7.1%

0.0%

0.4%

Over 1000M

1,598

52.8%

145

9.1%

4.4%

13.5%

1.5%

1.1%

2.6%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

0.8%

0.7%

1.6%

TABLE VII

FISCAL YEAR 20221

TRANSACTION BY SALES OF ACQUIRING PERSON

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

SALES RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

SALES RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

292

9.6%

0.7%

1.0%

1.7%

0.0%

0.7%

50M - 100M

121

4.0%

0.0%

2.5%

0.0%

100M - 150M

3.0%

10.0%

5.6%

15.6%

0.0%

1.1%

150M - 200M

3.2%

6.3%

2.1%

8.3%

1.0%

2.1%

200M - 300M

150

5.0%

1.3%

2.0%

3.3%

0.0%

300M - 500M

171

5.6%

5.3%

4.1%

9.4%

0.0%

0.6%

500M - 1000M

334

11.0%

4.5%

4.2%

8.7%

0.3%

0.6%

Over 1000M

1316

43.4%

135

10.3%

4.4%

14.7%

1.7%

1.2%

3.0%

Sales Not Available 7

459

15.2%

1.3%

2.6%

3.9%

0.0%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

0.8%

0.7%

1.6%

TABLE VIII

FISCAL YEAR 20221

TRANSACTION BY ASSETS OF ACQUIRED ENTITIES8

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

ASSET RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

603

19.9%

5.3%

2.0%

7.3%

0.5%

0.7%

1.2%

50M - 100M

406

13.4%

4.4%

2.7%

7.1%

0.2%

0.5%

0.7%

100M - 150M

260

8.6%

5.0%

2.7%

7.7%

0.0%

0.4%

150M - 200M

183

6.0%

3.3%

0.5%

3.8%

0.0%

0.5%

200M - 300M

247

8.2%

6.1%

3.6%

9.7%

0.8%

0.4%

1.2%

300M - 500M

252

8.3%

4.4%

12.7%

1.2%

0.4%

1.6%

500M - 1000M

247

8.2%

8.9%

5.7%

14.6%

0.8%

1.2%

2.0%

Over 1000M

555

18.3%

5.9%

5.2%

11.2%

1.8%

1.4%

3.2%

Assets Not Available 8

276

9.1%

8.7%

4.7%

13.4%

1.4%

0.4%

1.8%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

0.8%

0.7%

1.6%

TABLE IX

FISCAL YEAR 20221

TRANSACTION BY SALES OF ACQUIRED ENTITIES 9

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

SALES RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

SALES RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

709

23.4%

5.4%

2.0%

7.3%

0.4%

0.1%

0.6%

50M - 100M

513

16.9%

4.5%

2.3%

6.8%

0.4%

0.8%

1.2%

100M - 150M

305

10.1%

5.9%

4.3%

10.2%

0.0%

1.0%

150M - 200M

220

7.3%

5.5%

2.7%

8.2%

1.4%

0.0%

1.4%

200M - 300M

287

9.5%

4.5%

5.9%

10.5%

0.3%

0.7%

1.0%

300M - 500M

232

7.7%

8.2%

4.7%

12.9%

0.4%

1.3%

1.7%

500M - 1000M

219

7.2%

7.8%

6.8%

14.6%

2.3%

0.5%

2.7%

Over 1000M

425

14.0%

4.9%

4.5%

9.4%

1.9%

3.8%

Sales not Available 10

119

3.9%

19.3%

0.0%

19.3%

1.7%

0.0%

1.7%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

0.8%

0.7%

1.6%

TABLE X

FISCAL YEAR 2022 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

000 13

Not Available

111 13

Crop Production

211 13

Oil and Gas Extraction

212 13

Mining (except Oil and Gas)

213 13

Support Activities for Mining

221 13

Utilities

236 13

Construction of Buildings

237 13

Heavy and Civil Engineering Construction

238 13

Specialty Trade Contractors

311 13

Food and Kindred Products

312 13

Beverage and Tobacco Product Manufacturing

313 13

Textile Mills

314 13

Textile Products

315 13

Apparel Manufacturing

316 13

Leather and Allied Product Manufacturing

321 13

Wood Product Manufacturing

322 13

Paper Manufacturing

323 13

Printing and Related Support Actitivies

324 13

Petroleum and Coal Products Manufacturing

325 13

Chemical Manufacturing

326 13

Plastics and Rubber Manfuacturing

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2021 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

454

15.0%

-4.1%

0.1%

0.0%

1.2%

0.4%

0.2%

0.0%

0.2%

0.1%

1.4%

0.3%

0.2%

-0.1%

0.8%

0.1%

0.9%

0.1%

1.5%

0.2%

0.4%

0.1%

0.0%

0.1%

0.0%

0.4%

0.0%

0.4%

0.2%

0.1%

0.0%

0.3%

-0.2%

171

5.6%

0.5%

0.7%

-0.2%

TABLE X

FISCAL YEAR 2022 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

327 13

Nonmetallic Mineral Product Manufacturing

331 13

Primary Metal Manufacturing

332 13

Fabricated Metal Product Manufacturing

333 13

Machinery Manufacturing

334 13

Computer and Electronic Product Manufacturing

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

336 13

Transportation Equipment Manufacturing

337 13

Furniture and Related Product Manufacturing

339 13

Miscellaneous Manufacturing

423 13

Merchant Wholesalers, Durable Goods

424 13

Merchant Wholesales, Nondurable Goods

425 13

Wholesale Electric Markets and Agent and Brokers

441 13

Motor Vehicle and Parts Dealers

443 13

Miscellaneous Repair Services

444 13

Electronics and Appliance Stores

445 13

Food and Beverage Stores

446 13

Health and Personal Care Stores

447 13

Gasoline Stations

448 13

Clothing and Clothing Accessories Stores

452 13

General Merchandise Stores

453 13

Miscellaneous Store Retailers

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2021 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.7%

0.2%

0.5%

0.1%

1.2%

0.2%

1.7%

-0.2%

1.2%

-0.5%

0.6%

0.2%

1.0%

-0.8%

0.1%

-0.1%

1.3%

0.3%

149

4.9%

1.1%

121

4.0%

0.8%

0.1%

-0.2%

1.4%

0.6%

0.2%

0.1%

-0.3%

0.3%

0.1%

0.3%

-0.1%

0.1%

-0.1%

0.4%

0.1%

0.2%

0.4%

0.0%

TABLE X

FISCAL YEAR 2022 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

454 13

Nonstore Retailers

481 13

Air Transportation

482 13

Railroad Transportation

483 13

Water Transportation

484 13

Truck Transportation

485 13

Transit and Ground Transportation

486 13

Pipeline Transportation

488 13

Support Actitivies for Transportation

492 13

Couriers

493 13

Warehousing and Storage

511 13

Publishing Industries (except Internet)

512 13

Motion Pictures and Sound Recording Industries

515 13

Broadcasting (except Internet)

517 13

Telecommunications

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

519 13

521 13

Monetary Authorities - Central Bank

522 13

Credit Intermediation and Related Activities

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

524 13

525 13

Funds, Trusts, and Other Financial Vehicles

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2021 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.6%

-0.4%

0.2%

0.0%

0.1%

0.0%

0.1%

0.0%

0.4%

0.0%

0.1%

0.0%

0.4%

0.2%

1.4%

0.7%

0.0%

-0.1%

0.1%

0.0%

132

4.4%

-0.4%

0.4%

-0.1%

0.2%

-0.1%

0.7%

-0.2%

1.6%

-0.1%

1.0%

0.1%

0.0%

2.2%

0.2%

321

10.6%

-0.6%

116

3.8%

0.1%

1.8%

0.0%

TABLE X

FISCAL YEAR 2022 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

531 13

Real Estate

532 13

Rental and Leasing Services

533 13

Lessors of Nonfinancial Intangible Assets (except

Copyrighted Works)

Professional, Scientific, and Technical Services

541 13

551 13

Management Companies and Enterprises

561 13

Administrative and Support Services

562 13

Waste Management and Remediation Services

611 13

Educational Services

621 13

Ambulatory Health Care Services

622 13

Hospitals

623 13

Nursing Care Facilities

624 13

Social Assistance

711 13

Performing Arts, Spector Sports, and Related Industries

713 13

Amusement, Gambling, and Recreation Industries

721 13

Accommodation

722 13

Food Services and Drinking Places

811 13

Repairs and Maintenance

812 13

Personal and Laundry Services

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2021 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.8%

0.0%

0.8%

0.3%

0.5%

0.2%

249

8.2%

0.5%

0.3%

0.2%

2.9%

0.4%

0.6%

0.1%

0.5%

0.1%

1.8%

-0.1%

0.8%

-0.2%

0.1%

0.0%

0.3%

0.1%

0.2%

0.0%

0.3%

0.1%

0.8%

0.2%

0.5%

-0.1%

0.1%

-0.1%

3,029

100.0%

184

107

291

TABLE XI

FISCAL YEAR 2022

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2021 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

000 13

Not Available

110

3.6%

-0.6%

111 13

Crop Production

0.1%

-0.1%

112 13

Animal Production

0.1%

0.0%

115 13

Support Activities for Agriculture and Forestry

0.1%

211 13

Oil and Gas Extraction

1.4%

0.1%

212 13

Mining (except Oil and Gas)

0.3%

0.0%

213 13

Support Activities for Mining

0.5%

0.2%

221 13

Utilities

2.0%

-0.1%

236 13

Construction of Buildings

0.3%

0.0%

237 13

Heavy and Civil Engineering Construction

0.9%

0.0%

238 13

Specialty Trade Contractors

1.4%

0.3%

311 13

Food and Kindred Products

2.2%

0.7%

312 13

Beverage and Tobacco Product Manufacturing

0.8%

0.5%

313 13

Textile Mills

0.1%

-0.1%

315 13

Apparel Manufacturing

0.0%

316 13

Leather and Allied Product Manufacturing

0.0%

321 13

Wood Product Manufacturing

0.7%

0.4%

322 13

Paper Manufacturing

0.4%

0.0%

323 13

Printing and Related Support Actitivies

0.4%

0.1%

324 13

Petroleum and Coal Products Manufacturing

0.2%

-0.1%

325 13

Chemical Manufacturing

118

3.9%

-0.5%

TABLE XI

FISCAL YEAR 2022

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2021 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

326 13

Plastics and Rubber Manfuacturing

1.2%

0.2%

327 13

Nonmetallic Mineral Product Manufacturing

0.5%

0.0%

331 13

Primary Metal Manufacturing

0.4%

-0.1%

332 13

Fabricated Metal Product Manufacturing

1.3%

0.1%

333 13

Machinery Manufacturing

1.4%

-0.3%

334 13

Computer and Electronic Product Manufacturing

2.3%

-0.4%

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

0.6%

-0.1%

1.4%

0.0%

337 13

Furniture and Related Product Manufacturing

0.1%

-0.1%

339 13

Miscellaneous Manufacturing

1.2%

0.0%

423 13

Merchant Wholesalers, Durable Goods

165

5.4%

-0.1%

424 13

Merchant Wholesales, Nondurable Goods

131

4.3%

1.2%

425 13

Wholesale Electric Markets and Agent and Brokers

0.1%

-0.2%

441 13

Motor Vehicle and Parts Dealers

1.2%

0.3%

442 13

Furniture and Home Furnishing Stores

0.1%

0.0%

443 13

Miscellaneous Repair Services

0.1%

-0.1%

444 13

Electronics and Appliance Stores

0.2%

-0.1%

445 13

Food and Beverage Stores

0.3%

0.0%

446 13

Health and Personal Care Stores

0.2%

0.1%

447 13

Gasoline Stations

0.3%

-0.1%

448 13

Clothing and Clothing Accessories Stores

0.2%

0.1%

336 13

TABLE XI

FISCAL YEAR 2022

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2021 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

451 13

Sporting Goods, Hobby, Book, and Music Stores

0.0%

-0.1%

452 13

General Merchandise Stores

0.2%

-0.1%

453 13

Miscellaneous Store Retailers

0.2%

-0.4%

454 13

Nonstore Retailers

1.3%

-0.8%

481 13

Air Transportation

0.7%

0.5%

482 13

Railroad Transportation

0.0%

483 13

Water Transportation

0.2%

0.1%

484 13

Truck Transportation

0.4%

0.0%

485 13

Transit and Ground Transportation

0.2%

0.1%

486 13

Pipeline Transportation

0.6%

0.4%

488 13

Support Actitivies for Transportation

1.6%

0.5%

492 13

Couriers

0.1%

-0.1%

493 13

Warehousing and Storage

0.5%

0.2%

511 13

Publishing Industries (except Internet)

266

8.8%

-1.8%

512 13

Motion Pictures and Sound Recording Industries

0.5%

0.0%

515 13

Broadcasting (except Internet)

0.4%

0.0%

517 13

Telecommunications

0.9%

-0.5%

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

108

3.6%

0.3%

519 13

Other Information Services

1.9%

0.1%

522 13

Credit Intermediation and Related Activities

2.3%

-0.2%

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

104

3.4%

0.7%

TABLE XI

FISCAL YEAR 2022

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2021 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

524 13

Insurance Carriers and Related Actitivities

107

3.5%

-0.2%

525 13

Funds, Trusts, and Other Financial Vehicles

0.3%

0.2%

531 13

Real Estate

0.9%

0.0%

532 13

Rental and Leasing Services

1.0%

-0.2%

533 13

Lessors of Nonfinancial Intangible Assets (except Copyrighted

Works)

Professional, Scientific, and Technical Services

0.8%

0.2%

351

11.6%

-0.9%

541 13

551 13

Management Companies and Enterprises

0.0%

561 13

Administrative and Support Services

101

3.3%

1.0%

562 13

Waste Management and Remediation Services

0.8%

0.1%

611 13

Educational Services

0.8%

-0.1%

621 13

Ambulatory Health Care Services

2.9%

-0.6%

622 13

Hospitals

0.9%

0.1%

623 13

Nursing Care Facilities

0.2%

-0.1%

624 13

Social Assistance

0.2%

0.0%

711 13

Performing Arts, Spector Sports, and Related Industries

0.4%

0.1%

713 13

Amusement, Gambling, and Recreation Industries

0.5%

0.2%

721 13

Accommodation

0.4%

0.1%

722 13

Food Services and Drinking Places

0.6%

-0.2%

811 13

Repairs and Maintenance

0.7%

0.2%

812 13

Personal and Laundry Services

0.2%

0.1%

813 13

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

0.1%

0.0%

TABLE XI

FISCAL YEAR 2022

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

3,029

CLEARANCE

GRANTED TO FTC

OR DOJ

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2021 12

FTC

DOJ

TOTAL

100.0%

184

107

291

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

364

1 Fiscal year 2022 figures include transactions reported between October 1, 2021 and September 30, 2022.

2 The size of transaction is based on the aggregate total amount of voting securities, non-corporate interests and/or assets held by the acquiring person as a result of the transaction

and are taken from the response to Item 2(d)(iii), 2(d)(vii), and 2(d)(ix) of the Notification and Report Form.

3 These statistics are based on the date the Second Request was issued.

4 During fiscal year 2022, 3,152 transactions were reported under the HSR Premerger Notification program. The smaller number, 3,029, reflects the adjustments to eliminate the

following types of transactions: (1) transactions reported under Section 7A(c)(6) and (c)(8) (transactions involving certain regulated industries and financial businesses); (2)

transactions deemed non-reportable; (3) incomplete transactions (only one party in each transaction filed a compliant notification); and (4) transactions withdrawn before the

waiting period began. The table does not, however, exclude competing offers or multiple HSR transactions resulting from a single business transaction (where there are multiple

acquiring persons or acquired persons).

5 The total number of filings under $50M submitted in Fiscal Year 2025 reflects corrective filings.

6 In February 2001, legislation raised the size of transaction from $15 million to $50 million with annual adjustments beginning in February 2005. As of FY 2017, the threshold

categories include non-corporate interests (NCI), encompassing transactions in which the acquiring entity acquires 50% of more of the non-corporate interests of the acquired

entity.

7 The category labeled “Sales Not Available” includes newly-formed acquiring persons, foreign acquiring person with no United States revenues, and acquiring persons who had

not derived any revenues from their investments at the time of filing.

8 Assets of an acquired entity are not available when the acquired entity’s financial data is consolidated within its ultimate parent.

9 Sales of an acquired entity are taken from responses to Item 4(a) and (b) (SEC documents and annual reports) or item 5 (dollar revenues) of the Premerger Notification and Report

Form.

10 This category includes acquisition of newly-formed entities from which no sales were generated, and acquisitions of assets which produced no sales revenues during the prior

year to filing the Notification and Report Form.

11 The 3-digit codes are part of the North American Industrial Classification System (NAICS) established by the United States Government North American Industrial

Classification System 1997, Executive Office of the President, Office of Management and Budget. The NAICS groups used in this table were determined from responses submitted

by the parties to Item 5 of the Premerger Notification and Report Form.

12 This represents the deviation from the fiscal year 2021 percentage.

13 This category includes transactions by newly-formed entities.

14 The intra-industry transactions column identifies the number of acquisitions in which both the acquiring and acquired person derived revenues from the same 3-digit NAICS

code.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.