# Federal Trade Commission (2022)

> Briefs, arguments, decisions, and more.

URL: https://www.frixlaw.com/law-library/documents/agency%3Aftc%3A225b905a5e4e6e60

## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

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.

1

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
0

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.
3
In 2020 the Commission brought 28 enforcement challenges.
2

2

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
3

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.

4
5

4

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.
8
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”).
6
7

5

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.
10
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.
11
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.
12
https://www.ftc.gov/enforcement/competition-matters/2021/03/hsr-early-termination-after-second-requestissues.
9

6

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.
14
The category designated as “Other” consists of industry segments that include construction, educational
services, performing arts, recreation, and other non-classifiable businesses.
13

7

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM
1.

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.
2.

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.
17
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).
15
16

8

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.
19
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.
20
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.
21
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.
18

9

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).
23
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).
24
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).
22

10

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
25
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).
26
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).
27

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

11

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).
29
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).
30
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).
31
United States v. S&P Global Inc. and IHS Markit Ltd., 1;21-cv-03003 (D.D.C. Nov. 12, 2021).
28

12

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.
33
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.
34
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.
32

13

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.
35

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.
36

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.

37

14

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.
39
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.
40
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.
38

15

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.
42
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.
43
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.
44
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.
41

16

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.
46
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.
47
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.
45

17

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.
49

18

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.

19

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

47

51

47

54

51

45

61

48

65

47

25

30

20

25

33

26

30

23

42

25

1.9%

1.9%

1.1%

1.4%

1.7%

1.3%

1.5%

1.5%

1.2%

0.8%

22

21

27

29

18

19

31

25

23

22

1.7%

1.3%

1.5%

1.6%

0.9%

0.9%

1.5%

1.6%

0.7%

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

5

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

1

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

92

108

122

157

148

160

157

164

204

279

January

78

125

118

117

153

170

150

154

210

233

February

82

114

140

127

153

141

145

138

278

206

March

87

100

128

125

146

178

156

136

322

221

April

77

140

131

129

150

140

163

72

261

218

May

117

157

152

168

209

222

191

57

299

211

June

90

150

155

150

191

177

161

117

299

202

July

91

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

1

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

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
2
ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)
HSR TRANSACTIONS

TRANSACTION RANGE
($MILLIONS)

4

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

25

0.8%

0

1

0.0%

4.0%

4.0%

0

0

0.0%

0.0%

0.0%

100M - 150M 5

401

13.2%

11

7

2.7%

1.7%

4.5%

1

2

0.2%

0.5%

0.7%

150M - 200M 5

402

13.3%

14

8

3.5%

2.0%

5.5%

0

1

0.0%

0.2%

0.2%

200M - 300M 5

513

16.9%

29

15

5.7%

2.9%

8.6%

2

0

0.4%

0.0%

0.4%

300M - 500M 5

434

14.3%

26

14

6.0%

3.2%

9.2%

3

3

0.7%

0.7%

1.4%

500M - 1000M5

643

21.2%

43

27

6.7%

4.2%

10.9%

3

6

0.5%

0.9%

1.4%

Over 1000M 5

611

20.2%

61

35

10.0%

5.7%

15.7%

16

10

2.6%

1.6%

4.3%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

25

22

0.8%

0.7%

1.6%

TABLE II
FISCAL YEAR 20221
2
ACQUISITIONS BY SIZE OF TRANSACTION (CUMULATIVE)
HSR TRANSACTIONS

TRANSACTION RANGE
($MILLIONS)

4

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

0.0%

0

0

0.0%

0.0%

0.0%

0

0

0.0%

0.0%

0.0%

LESS THAN 100M 5

25

0.8%

0

1

0.0%

0.3%

0.3%

0

0

0.0%

0.0%

0.0%

LESS THAN 150M 5

426

14.1%

11

8

3.8%

2.7%

6.5%

1

2

2.1%

4.3%

6.4%

LESS THAN 200M 5

828

27.3%

25

16

8.6%

5.5%

14.1%

1

3

2.1%

6.4%

8.5%

LESS THAN 300M 5

1,341

44.3%

54

31

18.6%

10.7%

29.2%

3

3

6.4%

6.4%

12.8%

LESS THAN 500M 5

1,775

58.6%

80

45

27.5%

15.5%

43.0%

6

6

12.8%

12.8%

25.5%

LESS THAN 1000M 5

2,413

79.7%

123

72

42.3%

24.7%

67.0%

9

12

19.1%

25.5%

44.7%

ALL TRANSACTIONS

3,029

184

107

63.2%

36.8%

100.0%

25

22

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

1

1

0.0%

4.0%

4.0%

0.0%

0.9%

0.0%

0.3%

0.3%

100M - 150M 5

11

7

18

2.7%

1.7%

4.5%

6.0%

6.5%

3.8%

2.4%

6.2%

150M - 200M 5

14

8

22

3.5%

2.0%

5.5%

7.6%

7.5%

4.8%

2.7%

7.6%

200M - 300M 5

29

15

44

5.7%

2.9%

8.6%

15.8%

14.0%

10.0%

5.2%

15.1%

300M - 500M 5

26

14

40

6.0%

3.2%

9.2%

14.1%

13.1%

8.9%

4.8%

13.7%

500M - 1000M5

43

27

70

6.7%

4.2%

10.9%

23.4%

25.2%

14.8%

9.3%

24.1%

Over 1000M 5

61

35

96

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%

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

0

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

100M - 150M 5

1

2

3

0.0%

0.1%

0.1%

0.2%

0.5%

0.7%

2.1%

4.3%

6.4%

150M - 200M 5

0

1

1

0.0%

0.0%

0.0%

0.0%

0.2%

0.2%

0.0%

2.1%

2.1%

200M - 300M 5

2

0

2

0.1%

0.0%

0.1%

0.4%

0.0%

0.4%

4.3%

0.0%

4.3%

300M - 500M 5

3

3

6

0.1%

0.1%

0.2%

0.7%

0.7%

1.4%

6.4%

6.4%

12.8%

500M - 1000M5

3

6

9

0.1%

0.2%

0.3%

0.5%

0.9%

1.4%

6.4%

12.8%

19.1%

Over 1000M 5

16

10

26

0.5%

0.3%

0.9%

2.6%

1.6%

4.3%

34.0%

21.3%

55.3%

ALL TRANSACTIONS

25

22

47

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%

1

2

0.4%

0.8%

1.3%

0

0

0.0%

0.0%

0.0%

$100M (as adjusted)

271

8.9%

4

11

1.5%

4.1%

5.5%

0

0

0.0%

0.0%

0.0%

$500M (as adjusted)

65

2.1%

1

0

1.5%

0.0%

1.5%

0

0

0.0%

0.0%

0.0%

25%

18

0.6%

0

1

0.0%

5.6%

5.6%

0

0

0.0%

0.0%

0.0%

50%

1227

40.5%

95

50

7.7%

4.1%

11.8%

13

17

1.1%

1.4%

2.4%

ASSETS ONLY

270

8.9%

38

9

14.1%

3.3%

17.4%

6

1

2.2%

0.4%

2.6%

NCI

942

31.1%

45

34

4.8%

3.6%

8.4%

6

4

0.6%

0.4%

1.1%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

25

22

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%

7

7

1.4%

1.4%

2.9%

0

1

0.0%

0.2%

0.2%

50M - 100M

40

1.3%

3

0

7.5%

0.0%

7.5%

0

0

0.0%

0.0%

0.0%

100M - 150M

48

1.6%

1

2

2.1%

4.2%

6.3%

1

0

2.1%

0.0%

2.1%

150M - 200M

129

4.3%

1

3

0.8%

2.3%

3.1%

0

0

0.0%

0.0%

0.0%

200M - 300M

241

8.0%

12

10

5.0%

4.1%

9.1%

0

2

0.0%

0.8%

0.8%

300M - 500M

216

7.1%

6

5

2.8%

2.3%

5.1%

0

1

0.0%

0.5%

0.5%

500M - 1000M

266

8.8%

9

10

3.4%

3.8%

7.1%

0

1

0.0%

0.4%

0.4%

Over 1000M

1,598

52.8%

145

70

9.1%

4.4%

13.5%

24

17

1.5%

1.1%

2.6%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

25

22

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

7

292

9.6%

2

3

0.7%

1.0%

1.7%

0

2

0.0%

0.7%

0.7%

50M - 100M

7

121

4.0%

0

3

0.0%

2.5%

2.5%

0

0

0.0%

0.0%

0.0%

100M - 150M

7

90

3.0%

9

5

10.0%

5.6%

15.6%

0

1

0.0%

1.1%

1.1%

150M - 200M

7

96

3.2%

6

2

6.3%

2.1%

8.3%

1

1

1.0%

1.0%

2.1%

200M - 300M

7

150

5.0%

2

3

1.3%

2.0%

3.3%

0

0

0.0%

0.0%

0.0%

300M - 500M

7

171

5.6%

9

7

5.3%

4.1%

9.4%

0

1

0.0%

0.6%

0.6%

500M - 1000M

7

334

11.0%

15

14

4.5%

4.2%

8.7%

1

1

0.3%

0.3%

0.6%

Over 1000M

7

1316

43.4%

135

58

10.3%

4.4%

14.7%

23

16

1.7%

1.2%

3.0%

Sales Not Available 7

459

15.2%

6

12

1.3%

2.6%

3.9%

0

0

0.0%

0.0%

0.0%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

25

22

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

8

603

19.9%

32

12

5.3%

2.0%

7.3%

3

4

0.5%

0.7%

1.2%

50M - 100M

8

406

13.4%

18

11

4.4%

2.7%

7.1%

1

2

0.2%

0.5%

0.7%

100M - 150M

8

260

8.6%

13

7

5.0%

2.7%

7.7%

0

1

0.0%

0.4%

0.4%

150M - 200M

8

183

6.0%

6

1

3.3%

0.5%

3.8%

0

1

0.0%

0.5%

0.5%

200M - 300M

8

247

8.2%

15

9

6.1%

3.6%

9.7%

2

1

0.8%

0.4%

1.2%

300M - 500M

8

252

8.3%

21

11

8.3%

4.4%

12.7%

3

1

1.2%

0.4%

1.6%

500M - 1000M

8

247

8.2%

22

14

8.9%

5.7%

14.6%

2

3

0.8%

1.2%

2.0%

Over 1000M

8

555

18.3%

33

29

5.9%

5.2%

11.2%

10

8

1.8%

1.4%

3.2%

Assets Not Available 8

276

9.1%

24

13

8.7%

4.7%

13.4%

4

1

1.4%

0.4%

1.8%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

25

22

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

10

709

23.4%

38

14

5.4%

2.0%

7.3%

3

1

0.4%

0.1%

0.6%

50M - 100M

10

513

16.9%

23

12

4.5%

2.3%

6.8%

2

4

0.4%

0.8%

1.2%

100M - 150M

10

305

10.1%

18

13

5.9%

4.3%

10.2%

0

3

0.0%

1.0%

1.0%

150M - 200M

10

220

7.3%

12

6

5.5%

2.7%

8.2%

3

0

1.4%

0.0%

1.4%

200M - 300M

10

287

9.5%

13

17

4.5%

5.9%

10.5%

1

2

0.3%

0.7%

1.0%

300M - 500M

10

232

7.7%

19

11

8.2%

4.7%

12.9%

1

3

0.4%

1.3%

1.7%

500M - 1000M

10

219

7.2%

17

15

7.8%

6.8%

14.6%

5

1

2.3%

0.5%

2.7%

Over 1000M

10

425

14.0%

21

19

4.9%

4.5%

9.4%

8

8

1.9%

1.9%

3.8%

Sales not Available 10

119

3.9%

23

0

19.3%

0.0%

19.3%

2

0

1.7%

0.0%

1.7%

ALL TRANSACTIONS

3,029

100.0%

184

107

6.1%

3.5%

9.6%

25

22

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

4

% 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%

6

8

14

0

0

0

3

0.1%

0.0%

0

0

0

0

0

0

36

1.2%

0.4%

4

0

4

1

0

1

5

0.2%

0.0%

1

1

2

1

0

1

5

0.2%

0.1%

0

0

0

0

0

0

43

1.4%

0.3%

0

0

0

0

0

0

7

0.2%

-0.1%

0

0

0

0

0

0

23

0.8%

0.1%

0

0

0

0

0

0

28

0.9%

0.1%

0

1

1

0

0

0

46

1.5%

0.2%

1

6

7

0

2

2

12

0.4%

0.1%

0

0

0

0

0

0

3

0.1%

0.0%

0

0

0

0

0

0

2

0.1%

0.1%

0

0

0

0

0

0

2

0.1%

0.1%

0

0

0

0

0

0

1

0.0%

0.0%

0

0

0

0

0

0

11

0.4%

0.0%

1

0

1

0

0

0

12

0.4%

0.2%

0

1

1

0

0

0

3

0.1%

0.0%

0

0

0

0

0

0

10

0.3%

-0.2%

0

0

0

0

0

0

171

5.6%

0.5%

48

3

51

4

3

7

21

0.7%

-0.2%

1

1

2

0

0

0

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

4

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

20

0.7%

0.2%

3

1

4

0

0

0

14

0.5%

0.1%

0

3

3

0

1

1

37

1.2%

0.2%

0

4

4

0

3

3

50

1.7%

-0.2%

0

5

5

0

0

0

36

1.2%

-0.5%

4

1

5

0

0

0

19

0.6%

0.2%

0

0

0

0

0

0

30

1.0%

-0.8%

1

5

6

0

2

2

3

0.1%

-0.1%

0

0

0

0

0

0

40

1.3%

0.3%

9

0

9

2

0

2

149

4.9%

1.1%

3

3

6

0

0

0

121

4.0%

0.8%

12

6

18

1

1

2

4

0.1%

-0.2%

0

0

0

0

0

0

42

1.4%

0.6%

2

0

2

0

0

0

5

0.2%

0.2%

0

0

0

0

0

0

4

0.1%

-0.3%

0

0

0

0

0

0

9

0.3%

0.1%

1

1

2

0

0

0

8

0.3%

-0.1%

0

1

1

0

0

0

4

0.1%

-0.1%

0

0

0

0

0

0

11

0.4%

0.1%

2

0

2

0

0

0

5

0.2%

0.2%

0

0

0

0

0

0

12

0.4%

0.0%

0

0

0

0

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

4

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

18

0.6%

-0.4%

2

2

4

2

0

2

7

0.2%

0.0%

0

4

4

0

2

2

2

0.1%

0.0%

0

0

0

0

0

0

3

0.1%

0.0%

0

1

1

0

0

0

11

0.4%

0.0%

0

0

0

0

0

0

2

0.1%

0.0%

0

0

0

0

0

0

12

0.4%

0.2%

1

0

1

0

0

0

42

1.4%

0.7%

0

3

3

0

0

0

1

0.0%

-0.1%

0

0

0

0

0

0

3

0.1%

0.0%

0

0

0

0

0

0

132

4.4%

-0.4%

6

5

11

3

1

4

13

0.4%

-0.1%

0

0

0

0

0

0

7

0.2%

-0.1%

0

4

4

0

1

1

22

0.7%

-0.2%

0

2

2

0

1

1

49

1.6%

-0.1%

2

4

6

0

1

1

30

1.0%

0.1%

2

2

4

1

1

2

1

0.0%

0.0%

0

0

0

0

0

0

68

2.2%

0.2%

0

4

4

0

0

0

321

10.6%

-0.6%

2

5

7

1

0

1

116

3.8%

0.1%

6

6

12

2

1

3

54

1.8%

0.0%

0

1

1

0

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

4

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

25

0.8%

0.0%

0

0

0

0

0

0

23

0.8%

0.3%

2

0

2

0

0

0

16

0.5%

0.2%

2

0

2

0

0

0

249

8.2%

0.5%

25

7

32

2

1

3

9

0.3%

0.2%

0

0

0

0

0

0

88

2.9%

0.4%

7

2

9

0

0

0

19

0.6%

0.1%

0

1

1

0

0

0

14

0.5%

0.1%

2

0

2

0

0

0

56

1.8%

-0.1%

8

0

8

1

0

1

25

0.8%

-0.2%

13

0

13

3

0

3

4

0.1%

0.1%

1

0

1

0

0

0

4

0.1%

0.0%

0

0

0

0

0

0

8

0.3%

0.1%

0

2

2

0

1

1

6

0.2%

0.0%

1

1

2

0

0

0

8

0.3%

0.1%

1

0

1

1

0

1

23

0.8%

0.2%

1

0

1

0

0

0

15

0.5%

-0.1%

0

0

0

0

0

0

2

0.1%

-0.1%

1

0

1

0

0

0

3,029

100.0%

184

107

291

25

22

47

TABLE XI
1
FISCAL YEAR 2022
INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT
NAICS
11
CODE

INDUSTRY DESCRIPTION

4

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%

20

0

20

1

0

1

0

111 13

Crop Production

4

0.1%

-0.1%

0

0

0

0

0

0

0

112 13

Animal Production

3

0.1%

0.0%

0

1

1

0

0

0

0

115 13

Support Activities for Agriculture and Forestry

2

0.1%

0.1%

0

0

0

0

0

0

0

211 13

Oil and Gas Extraction

43

1.4%

0.1%

3

0

3

1

0

1

16

212 13

Mining (except Oil and Gas)

9

0.3%

0.0%

1

0

1

1

0

1

1

213 13

Support Activities for Mining

14

0.5%

0.2%

0

2

2

0

1

1

0

221 13

Utilities

60

2.0%

-0.1%

2

0

2

0

0

0

4

236 13

Construction of Buildings

8

0.3%

0.0%

0

0

0

0

0

0

0

237 13

Heavy and Civil Engineering Construction

26

0.9%

0.0%

0

0

0

0

0

0

2

238 13

Specialty Trade Contractors

42

1.4%

0.3%

0

1

1

0

0

0

2

311 13

Food and Kindred Products

66

2.2%

0.7%

1

5

6

0

1

1

7

312 13

Beverage and Tobacco Product Manufacturing

23

0.8%

0.5%

0

0

0

0

0

0

0

313 13

Textile Mills

2

0.1%

-0.1%

0

0

0

0

0

0

0

315 13

Apparel Manufacturing

1

0.0%

0.0%

0

0

0

0

0

0

0

316 13

Leather and Allied Product Manufacturing

1

0.0%

0.0%

0

0

0

0

0

0

0

321 13

Wood Product Manufacturing

20

0.7%

0.4%

0

1

1

0

0

0

0

322 13

Paper Manufacturing

12

0.4%

0.0%

0

1

1

0

0

0

1

323 13

Printing and Related Support Actitivies

12

0.4%

0.1%

0

0

0

0

0

0

0

324 13

Petroleum and Coal Products Manufacturing

6

0.2%

-0.1%

0

1

1

0

0

0

2

325 13

Chemical Manufacturing

118

3.9%

-0.5%

25

1

26

3

1

4

19

TABLE XI
1
FISCAL YEAR 2022
INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT
NAICS
11
CODE

INDUSTRY DESCRIPTION

4

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

35

1.2%

0.2%

3

0

3

0

0

0

1

327 13

Nonmetallic Mineral Product Manufacturing

15

0.5%

0.0%

2

1

3

0

0

0

0

331 13

Primary Metal Manufacturing

13

0.4%

-0.1%

0

2

2

0

1

1

4

332 13

Fabricated Metal Product Manufacturing

38

1.3%

0.1%

1

3

4

0

2

2

6

333 13

Machinery Manufacturing

43

1.4%

-0.3%

1

5

6

0

1

1

4

334 13

Computer and Electronic Product Manufacturing

69

2.3%

-0.4%

6

3

9

0

1

1

5

335 13

Electrical Equipment, Applicance, and Component
Manufacturing
Transportation Equipment Manufacturing

19

0.6%

-0.1%

0

0

0

0

0

0

0

43

1.4%

0.0%

1

3

4

0

2

2

2

337 13

Furniture and Related Product Manufacturing

3

0.1%

-0.1%

0

0

0

0

0

0

0

339 13

Miscellaneous Manufacturing

37

1.2%

0.0%

7

2

9

1

0

1

3

423 13

Merchant Wholesalers, Durable Goods

165

5.4%

-0.1%

7

5

12

1

1

2

14

424 13

Merchant Wholesales, Nondurable Goods

131

4.3%

1.2%

13

5

18

2

0

2

17

425 13

Wholesale Electric Markets and Agent and Brokers

3

0.1%

-0.2%

0

0

0

0

0

0

0

441 13

Motor Vehicle and Parts Dealers

36

1.2%

0.3%

0

0

0

0

0

0

6

442 13

Furniture and Home Furnishing Stores

2

0.1%

0.0%

0

0

0

0

0

0

0

443 13

Miscellaneous Repair Services

2

0.1%

-0.1%

0

0

0

0

0

0

1

444 13

Electronics and Appliance Stores

5

0.2%

-0.1%

0

1

1

0

0

0

1

445 13

Food and Beverage Stores

9

0.3%

0.0%

1

0

1

0

0

0

1

446 13

Health and Personal Care Stores

7

0.2%

0.1%

0

0

0

0

0

0

0

447 13

Gasoline Stations

8

0.3%

-0.1%

0

0

0

0

0

0

1

448 13

Clothing and Clothing Accessories Stores

7

0.2%

0.1%

1

0

1

0

0

0

0

336 13

TABLE XI
1
FISCAL YEAR 2022
INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT
NAICS
11
CODE

INDUSTRY DESCRIPTION

4

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

1

0.0%

-0.1%

0

0

0

0

0

0

0

452 13

General Merchandise Stores

5

0.2%

-0.1%

0

0

0

0

0

0

0

453 13

Miscellaneous Store Retailers

6

0.2%

-0.4%

0

0

0

0

0

0

2

454 13

Nonstore Retailers

40

1.3%

-0.8%

0

0

0

0

0

0

0

481 13

Air Transportation

21

0.7%

0.5%

0

5

5

0

2

2

1

482 13

Railroad Transportation

1

0.0%

0.0%

0

0

0

0

0

0

0

483 13

Water Transportation

5

0.2%

0.1%

0

0

0

0

0

0

0

484 13

Truck Transportation

12

0.4%

0.0%

0

0

0

0

0

0

0

485 13

Transit and Ground Transportation

7

0.2%

0.1%

0

1

1

0

0

0

0

486 13

Pipeline Transportation

19

0.6%

0.4%

1

0

1

0

0

0

0

488 13

Support Actitivies for Transportation

47

1.6%

0.5%

1

6

7

0

0

0

5

492 13

Couriers

3

0.1%

-0.1%

0

0

0

0

0

0

0

493 13

Warehousing and Storage

16

0.5%

0.2%

1

0

1

0

0

0

1

511 13

Publishing Industries (except Internet)

266

8.8%

-1.8%

6

6

12

3

2

5

11

512 13

Motion Pictures and Sound Recording Industries

16

0.5%

0.0%

0

1

1

0

0

0

4

515 13

Broadcasting (except Internet)

11

0.4%

0.0%

0

5

5

0

1

1

4

517 13

Telecommunications

28

0.9%

-0.5%

0

6

6

0

1

1

7

518 13

Internet Service Providers, Web Search Portals, and Data
Processing Services

108

3.6%

0.3%

2

4

6

1

0

1

5

519 13

Other Information Services

59

1.9%

0.1%

3

1

4

1

1

2

7

522 13

Credit Intermediation and Related Activities

69

2.3%

-0.2%

0

2

2

0

0

0

10

523 13

Securitites, Commodity Contracts, and Other Financial
Investments and Related Activities

104

3.4%

0.7%

2

0

2

0

0

0

64

TABLE XI
1
FISCAL YEAR 2022
INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT
NAICS
11
CODE

INDUSTRY DESCRIPTION

4

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%

3

0

3

1

0

1

15

525 13

Funds, Trusts, and Other Financial Vehicles

10

0.3%

0.2%

0

0

0

0

0

0

17

531 13

Real Estate

28

0.9%

0.0%

0

0

0

0

0

0

4

532 13

Rental and Leasing Services

29

1.0%

-0.2%

4

0

4

0

0

0

2

533 13

Lessors of Nonfinancial Intangible Assets (except Copyrighted
Works)
Professional, Scientific, and Technical Services

25

0.8%

0.2%

6

0

6

0

0

0

2

351

11.6%

-0.9%

22

20

42

1

3

4

31

541 13
551 13

Management Companies and Enterprises

1

0.0%

0.0%

0

0

0

0

0

0

2

561 13

Administrative and Support Services

101

3.3%

1.0%

4

1

5

0

0

0

25

562 13

Waste Management and Remediation Services

23

0.8%

0.1%

0

0

0

0

0

0

3

611 13

Educational Services

25

0.8%

-0.1%

0

0

0

0

0

0

0

621 13

Ambulatory Health Care Services

87

2.9%

-0.6%

17

2

19

4

0

4

9

622 13

Hospitals

27

0.9%

0.1%

11

0

11

3

0

3

6

623 13

Nursing Care Facilities

6

0.2%

-0.1%

1

0

1

0

0

0

1

624 13

Social Assistance

6

0.2%

0.0%

0

1

1

0

0

0

0

711 13

Performing Arts, Spector Sports, and Related Industries

12

0.4%

0.1%

0

2

2

0

1

1

0

713 13

Amusement, Gambling, and Recreation Industries

15

0.5%

0.2%

2

0

2

0

0

0

0

721 13

Accommodation

11

0.4%

0.1%

1

0

1

1

0

1

1

722 13

Food Services and Drinking Places

18

0.6%

-0.2%

0

1

1

0

0

0

2

811 13

Repairs and Maintenance

22

0.7%

0.2%

1

0

1

0

0

0

2

812 13

Personal and Laundry Services

7

0.2%

0.1%

1

0

1

0

0

0

1

813 13

Religious, Grantmaking, Civic, Professional, and Similar
Organizations

2

0.1%

0.0%

0

0

0

0

0

0

0

TABLE XI
1
FISCAL YEAR 2022
INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT
NAICS
11
CODE

INDUSTRY DESCRIPTION

4

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
25

22

47

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.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Aftc%3A225b905a5e4e6e60. Public record. Not legal advice.