Federal Trade Commission (2020)

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Federal Trade Commission

Department of Justice

Bureau of Competition

Antitrust Division

hart-scott-rodino annual report

Fiscal Year 2020

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Forty-Third Annual Report)

Lina M. Khan

Chair

Federal Trade Commission

Richard A. Powers

Acting 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 obtain effective

preliminary relief against anticompetitive mergers, and to prevent interim harm to competition

and consumers. 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 20201 to protect Americans from anticompetitive

mergers.

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

by identifying and investigating those mergers and acquisitions that raise potentially significant

competitive concerns. In fiscal year 2020, 1,637 transactions were reported under the HSR Act,

representing about a 21.6 percent decrease from the 2,089 transactions reported in fiscal year

2019. See Figure 1 below.

HSR Merger Transactions Reported

Fiscal Years 2011-2020

2,500

2,052

Number of Transactions

2,000

1,801

2,111

2,089

1,832

1,663

1,500

1,450

1,429

1,637

1,326

1,000

500

2011

2012

2013

2014

2015

2016

2017

2018

Fiscal Year

Fiscal year 2020 covered the period from October 1, 2019 through September 30, 2020.

2019

2020

(Figure 1)

Fiscal year 2020 was an especially challenging year as the global pandemic required

adjustments to regular workflows at the agencies. After closing the physical offices where HSR

filings are submitted, the agencies pivoted to telework and on March 18, 2020 started receiving

HSR filings through an online portal for electronic document submission for the first time. From

March 18, 2020, this ad hoc system has worked well even in the face of a significant surge in

filings: as of September 10, 2021, the agencies had received over 8,000 electronic HSR filings,

representing over 4,000 transactions.

During fiscal year 2020, the Commission brought 28 merger enforcement challenges, 2

the highest number of FTC merger enforcement actions in a single year since fiscal year 2001

when Congress raised the filing thresholds. Ten of these matters resulted in a final consent

order requiring divestitures, and another eleven were abandoned or restructured as a result of

antitrust concerns raised during the investigation. The Commission also initiated administrative

or federal court litigation to block or undo seven acquisitions. Together, these enforcement

actions halted unlawful mergers in numerous sectors of the economy, including consumer

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

In December 2019, the Commission challenged Illumina’s acquisition of Pacific

Biosciences, alleging that the proposed acquisition would violate Section 7 of the Clayton Act as

well as Section 2 of the Sherman Act. The complaint alleged that Illumina was seeking to

unlawfully maintain its monopoly in the U.S. market for next-generation DNA sequencing

systems by acquiring PacBio to eliminate it as a nascent competitive threat. Soon after the

complaint was filed, the parties abandoned their transaction.

In February 2020, the FTC issued an administrative complaint and authorized staff to

seek a preliminary injunction to prevent the proposed joint venture of Peabody and Arch Coal,

the two largest coal miners in the Southern Powder River Basin in Wyoming. The complaint

alleged that the loss of this competition would have likely raised coal prices to powergenerating utilities that provide electricity to millions of customers. On September 28, 2020,

the U.S. District Court for the Eastern District of Missouri granted a preliminary injunction.

Shortly thereafter, the parties abandoned the transaction.

The Commission also initiated two administrative proceedings to undo consummated

mergers. In January 2020, the Commission challenged Axon Enterprise, Inc.’s acquisition of its

body-worn camera systems competitor VieVu. Prior to the acquisition, the two companies

competed to provide these systems to large, metropolitan police departments across the

United States. In April 2020, the FTC challenged a series of agreements between Altria Group,

Inc. and JUUL Labs, Inc., including Altria’s acquisition of a 35% stake in JUUL, that allegedly

reduced competition in the U.S. market for closed-system e-cigarettes. According to the

complaint, Altria viewed JUUL as a competitive threat to its business and entered into an

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 2020.

agreement not to compete with JUUL in return for a substantial ownership interest valued at

over $12 billion.

During fiscal year 2020, the Antitrust Division challenged 15 merger transactions. The

Division resolved seven of these cases by filing a complaint and proposed settlement

simultaneously in U.S. district court and one challenge was resolved with a settlement after the

Division filed a complaint. Of the remaining seven challenges, the parties abandoned their

transactions in four instances and in the remaining three instances, the parties addressed and

resolved the Division’s concerns during the investigation.

The Division continued to challenge unlawful mergers in a variety of industries, including

health care, defense, financial services, food, commercial vehicle manufacturing, and

education. In two significant matters, the Division resolved through settlement transactions

that would have eliminated or severely reduced competition in markets critical to the

Department of Defense’s supply chain. In the first, the Division resolved horizontal and vertical

concerns raised by the merger of United Technologies Corporation and Raytheon Company by

requiring the parties to divest three separate business units: Raytheon’s military airborne radios

business, UTC’s military global positioning systems business, and UTC’s large space-based

optical systems business. In the second matter, the Division resolved the competitive concerns

raised by Communications and Power Industries LLC’s proposed acquisition of General

Dynamics SATCOM Technologies Inc. The acquisition, as initially structured, would have

resulted in an effective merger to monopoly for the sale of certain satellite antenna to the

Department of Defense and commercial customers. To resolve the competitive concerns, the

parties agreed to divest CPI’s antenna business preserving competition for critical equipment

that enables important communication links for the United States military and commercial

customers in remote areas.

The Division filed suit and challenged Geisinger Health’s partial acquisition of its close

rival, Evangelical Community Hospital, highlighting the Division’s commitment to challenge in

court problematic transactions including partial acquisitions that have numerous

entanglements causing competitive concern. While the Division was prepared to litigate this

matter, the parties agreed to enter a settlement resolving the competitive harm alleged in the

complaint. The Division filed a proposed final judgment detailing the terms of the settlement

on March 3, 2021.

In November 2019, the Division negotiated the largest divestiture in a banking merger in

over a decade. As originally proposed, the merger between BB&T Corporation and SunTrust

Banks Inc. would have substantially lessened competition in seven markets for retail banking

and/or small business banking. The banks agreed to divest 28 branches in three different states

with approximately $2.3 billion in deposits to resolve the competitive concerns. This remedy

ensures that consumers and small businesses retain competitive options for their banking and

lending needs.

Some problematic transactions do not readily lend themselves to structural remedies.

The proposed merger of Cengage Learning Holdings II Inc. and McGraw-Hill Education, Inc. was

such a transaction. The merger would have combined the second and third largest publishers

of textbooks in the United States in a market long dominated by three major textbook

publishers. Cengage and McGraw-Hill agreed to abandon their plans to merge after the

Division informed the companies that the proposed transaction, as structured, would harm

competition.

In fiscal year 2020, the Commission’s Premerger Notification Office (PNO) continued to

respond to thousands of questions seeking information about the reportability of transactions

under the HSR Act, and the details involved in completing and filing the Notification and Report

Form. The PNO continued to provide information necessary for the notification process on its

PNO website, 3 which serves as HSR practitioners’ primary source of information on the HSR

form and instructions for completing it, rules, current filing thresholds, notices of grants of early

termination, filing fee instructions, and procedures for submitting post-consummation filings.

The website also provides training materials for new practitioners, information on scheduled

HSR events, frequently asked questions regarding HSR filing requirements, and contact

information for PNO staff. In addition, the website includes a catalog of informal interpretation

letters, giving practitioners ready access to PNO staff interpretations of the HSR Act and rules.

A new feature of the website, added in December 2020 to promote greater transparency, lists

the number of HSR transactions filed each month since the last published HSR Annual Report.

In September, the Commission and the Division announced that they would publish in

the Federal Register a Notice of Proposed Rulemaking (NPRM) and an Advance Notice of

Proposed Rulemaking (ANPRM) regarding changes to the rules and interpretations

implementing the HSR Act. The NPRM proposes two changes: requiring additional information

about associates; and adopting a new rule that would exempt an acquisition of 10 percent or

less of an issuer’s voting securities, unless the acquiring person has a competitively significant

relationship with the issuer. The ANPRM seeks to gather information on seven topics that will

help determine the path for future amendments to the Hart-Scott-Rodino Act. 4 Topics include

the size of the transaction, real estate investment trusts, non-corporate entities, and

acquisitions of small amounts of voting securities. Commission staff are reviewing public

comments received in response to the NPRM and ANPRM to determine recommendations for

next steps in consultation with the Commission and DOJ.

In fiscal year 2020, the Senate Committee on the Judiciary considered proposed changes

to the HSR Act. The Antitrust Division and the Commission provided the Committee with

information and data that the Committee used to evaluate the increased benefit the proposed

legislation would have on antitrust enforcement efforts. On June 6, 2021, the U.S. Senate

passed the Merger Filing Fee Modernization Act of 2021. In August 2021, the Division

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

See 85 Fed. Reg. 77053 (Dec. 1, 2020).

expressed its support for the Act to the Senate Committee on the Judiciary. 5 The Bill would

amend and expand the HSR Act’s filing fee structure, in addition to authorizing appropriations

to the Division and the Commission. The Division’s letter highlighted the Bill’s modernization of

the HSR Act’s filing fee structure, saying that it accounted for the increases over the last several

decades in the size and complexity of mergers.

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.

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, without compromising the agencies’ ability to investigate

and challenge proposed transactions that may substantially lessen competition. 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 review mergers and

acquisitions before they occur. The premerger notification program, with its filing and waiting

period requirements, gives the agencies time and information to conduct this antitrust review.

Much of the information for a preliminary antitrust evaluation is included in and with the HSR

form filed with the agencies by the parties to the proposed transaction.

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

Letter from Helaine Greenfeld, Deputy Assistant Attn’y Gen., U.S. Dep’t of Just., to Richard Durbin, Chairman, S.

Comm. on the Judiciary (Aug. 18, 2021).

6 43 Fed. Reg. 33450 (July 31, 1978).

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

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

Request extends the waiting period for a specified period of time 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 be unlawful,

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 2011-2020: 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,

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

Requests could have been issued, as well as the percentage of transactions in which Second

Requests were issued. Appendix B provides a month-by-month comparison of the number of

transactions reported and the number of filings received for fiscal years 2011 through 2020.

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

reported in fiscal year 2020 decreased 21.6 percent from the number of transactions reported

in fiscal year 2019. In fiscal year 2020, 1,637 transactions were reported, while 2,089 were

reported in fiscal year 2019. 10 Of the 1,637 reported transactions, Second Requests could have

been issued in 1,580 of them. The statistics in Appendix A also show that the number of

merger investigations in which Second Requests were issued in fiscal year 2020 decreased from

the previous year. Second Requests were issued in 48 merger investigations in fiscal year 2020

(23 issued by the FTC and 25 issued by the Antitrust Division), while Second Requests were

issued in 61 merger investigations in fiscal year 2019 (30 issued by the FTC and 31 issued by the

Antitrust Division). The percentage of transactions in which a Second Request was issued

remained at 3.0 percent in fiscal year 2020. See Figure 2 below.

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”).

9 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 2,030 adjusted transactions in fiscal year 2019, and the data presented in the Tables and

the percentages discussed in the text of this Report (e.g., percentage of transactions resulting in Second Requests)

are based on this figure.

Percentage of Transactions Resulting in Second Request

Fiscal Years 2011-2020

4.5%

3.9%

4.0%

Percent of Transactions

3.5%

3.0%

3.5%

3.7%

3.2%

3.0%

2.7%

3.0% 3.0%

2.6%

2.2%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Fiscal year

(Figure 2)

The statistics in Appendix A show that early termination of the waiting period is

requested in the majority of transactions. In fiscal year 2020, early termination was requested

in 71.7 percent (1,133) of the adjusted transactions reported. In fiscal year 2019, early

termination was requested in 74.2 percent (1,500) of the transactions reported. The

percentage of requests granted out of the total requested decreased from 78.0 percent in fiscal

year 2019 to 76.0 percent in fiscal year 2020.

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

enforcement activities for transactions reported in fiscal year 2020. 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 2020, the agencies received clearance to conduct an initial

investigation in 10.3 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

reporting threshold indicated in the notification report. In fiscal year 2020, the aggregate dollar

value of reported transactions was $1.54 trillion. 11

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 3 illustrates the

percentage of adjusted transactions within industry groups for fiscal year 2020 based on the

acquired entity’s operations. 12

Percentage of Transactions By Industry Group of Acquired Entity

Health Services, 4.4%

Chemicals &

Pharmaceuticals, 4.4%

Energy & Natural

Resources, 5.6%

Transportation, 2.3%

Consumer Goods &

Services, 28.2%

Information

Technology, 10.6%

Other, 24.3%

Manufacturing, 10.2% Banking & Insurance,

10.1%

(Figure 3)

The information on the value of reported adjusted transactions for fiscal year 2020 is drawn from a database

maintained by the Premerger Notification Office.

12 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 28, 2020, the Commission published a notice 13 to reflect adjustment of the

reporting thresholds as required by the 2000 amendments 14 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 $90 million to $94 million, became effective February 27, 2020.

Compliance

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

premerger notification program’s filing and waiting period requirements, and the agencies

initiated a number of compliance investigations in fiscal year 2020. 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 $43,280 for

each day the violation continues. 15 The antitrust agencies examine the circumstances of each

violation to determine whether to seek penalties. 16 During fiscal year 2020, 23 post-

85 Fed. Reg. 4984 (Jan. 28, 2020).

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

15 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)), and to $43,280

effective Jan. 14, 2020 (85 Fed. Reg. 2014 (Jan. 14, 2020)).

16 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.

consummation “corrective” filings were received. The agencies did not bring any enforcement

actions for HSR violations.

MERGER ENFORCEMENT ACTIVITY 17

The Department of Justice

During fiscal year 2020, the Antitrust Division challenged 15 merger transactions that it

concluded would substantially lessen competition if allowed to proceed as proposed. In eight

of these challenges, the Antitrust Division filed a complaint in the U.S. district court. In seven of

these court challenges, the Division filed settlement papers simultaneously with the complaint.

One challenge was resolved with a settlement after the Division filed a complaint. In four

instances, the parties abandoned their proposed transactions after the Division raised concerns

about the competitive effects of the transactions. The three remaining challenges were

resolved after the parties addressed the Division’s concerns during the course of the

investigation.

In United States v. Symrise AG and IDF Holdco, Inc. and ADF Holdco, Inc., 18 the Division

challenged the proposed acquisition of International Dehydrated Foods, LLC and American

Dehydrated Foods, LLC by Symrise AG. The complaint alleged that the proposed acquisition

would have combined two of the largest existing manufacturers and sellers of chicken-based

food ingredients (including chicken broth, chicken fat, and cooked chicken meat) in the United

States. Symrise was a recent entrant to the market that had just opened a chicken-based food

ingredient manufacturing plant in the United States with the intent to become the second

largest player in the United States once the plant was fully operational. The transaction, as

initially structured, would have allowed the merged company to control 75 percent of the

capacity in the market for the manufacture and sale of chicken-based food ingredients in the

United States. A proposed final judgment filed concurrently with the complaint required

Symrise to divest that new manufacturing facility to an acquirer approved by the Division. The

court entered the final judgment on March 12, 2020.

In United States v. ZF Friedrichshafen A.G. and WABCO Holdings, Inc., 19 the Division

challenged the proposed merger of ZF Friedrichshafen AG and WABCO Holdings, Inc. The

complaint alleged that the merger, as initially structured, would have eliminated competition

for the manufacture and sale of steering gears, an essential steering systems component used

in large commercial trucks and buses in North America. These steering gears direct the front

wheels of trucks and buses and are also a key component of steering-related advanced driver

assistance systems. The proposed merger would have left commercial vehicle manufacturers

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 United States v. Symrise AG and IDF Holdco, Inc. and ADF Holdco, Inc., No. 1:19-cv-03263 (D.D.C. filed Oct. 30,

2019).

19 United States v. ZF Friedrichshafen A.G. and WABCO Holdings, Inc., No. 1:20-cv-00182 (D.D.C. filed Jan. 23, 2020).

without a sufficient competitive alternative and likely would have resulted in increased prices,

decreased quality, less favorable contractual terms, and a reduction in innovation. Under the

terms of a proposed final judgment filed simultaneously with the complaint on January 23,

2020, the parties agreed to divest WABCO’s North American steering components business,

R.H. Sheppard Co., Inc., as well as other related WABCO assets. The court entered the final

judgment on April 27, 2020.

In United States v. Olympus Growth Fund VI, L.P., Liqui-Box, Inc. and DS Smith plc, 20 the

Division challenged Olympus Growth Fund VI, L.P.’s proposed acquisition of DS Smith plc’s

Plastics Division, through Liqui-Box, Inc., a portfolio company of Olympus. The complaint

alleged that Liqui-Box and DS Smith were two of only three significant bag-in-box suppliers for

nearly all end uses and two of only four significant suppliers of BiBs for wine in the United

States. BiBs are engineered plastic bags used to store and dispense liquids such as milk, postmix (e.g., soda syrups and other beverage concentrates), smoothies, and wine. The loss of

competition between Liqui-Box and DS Smith likely would have resulted in higher prices, lower

quality and service, and diminished innovation for the manufacture and sale of BiBs in the

United States. A proposed final judgement was filed simultaneously with the complaint on

February 19, 2020. Pursuant to the terms of the proposed settlement, the parties agreed to

divest all of DS Smith’s product lines that overlap with the product lines offered by Liqui-Box in

the United States, including the dairy, post-mix, smoothie, and wine BiB lines in the United

States.

In United States v. United Technologies Corporation and Raytheon Company, 21 the

Division challenged the proposed merger of UTC and Raytheon, two of the primary suppliers of

certain military systems and components to the Department of Defense (DoD). As originally

proposed, the proposed merger raised horizontal and vertical antitrust concerns. UTC and

Raytheon were the only suppliers of military airborne radios to the DoD and were two of only

three suppliers of next-generation military global position system (GPS) receivers. In terms of

vertical integration concerns, Raytheon produced reconnaissance satellite payloads and UTC

was one of only two potential suppliers of the larger mirrors and other optical components

used in those payloads. Raytheon was also the leading supplier of the detectors used in those

payloads. The combination of UTC and Raytheon would have created the incentive and ability

for the merged firm to harm competition for certain reconnaissance satellites by denying

essential inputs to its competitors or by refusing to supply essential inputs unless a customer

also accepted other inputs from the merged firm. On March 26, 2020, the Division filed a

complaint and proposed final judgment requiring the parties to divest Raytheon’s military

airborne radios business, UTC’s military GPS business, and UTC’s space-based optical systems

business. The court entered the final judgment on July 22, 2020.

United States v. Olympus Growth Fund VI, L.P., Liqui-Box, Inc. and DS Smith plc, No. 1:20-cv-00464 (D.D.C. filed

Feb. 19, 2020).

21 United States v. United Technologies Corporation and Raytheon Company, No. 1:20-cv-00824 (D.D.C. filed Mar.

26, 2020).

In United States, Commonwealth of Massachusetts, and State of Wisconsin v. Dairy

Farmers of America, Inc. and Dean Foods Company, 22 the Division along with the

Commonwealth of Massachusetts and the state of Wisconsin challenged Dairy Farmers of

America, Inc.’s proposed acquisition of certain fluid milk processing plants from Dean Foods

Company. On April 3, 2020, the United States Bankruptcy Court for the Southern District of

Texas approved Dean’s proposed sale of 44 dairy processing plants to DFA. The proposed sale

would have allowed DFA to control approximately 70 percent of the fluid milk processing

markets in northeastern Illinois and Wisconsin and approximately 50 percent of the fluid milk

processing market in New England. The loss of head-to-head competition between DFA and

Dean in these markets would have resulted in higher prices and inferior services for

supermarkets, schools, and other fluid milk customers and, ultimately, millions of individual

consumers. A proposed final judgment was filed simultaneously with the complaint on May 1,

2020. Pursuant to the terms of the settlement, the parties agreed to divest three milk

processing plants and the court appointed a divestiture trustee to monitor and facilitate the

sale of these plants. Two plants were successfully divested but the parties and the divestiture

trustee were unable to find a buyer capable of ensuring the third plant’s continued operation.

The court terminated DFA’s requirement to sell the third plant on December 17, 2020.

In United States v. Odyssey Investment Partners Fund V, LP, Communications and Power

Industries, LLC, and General Dynamics Corporation, 23 the Division challenged CPI’s proposed

acquisition of GD SATCOM. According to the complaint, GD SATCOM and CPI were the only two

significant suppliers of large (four meters in diameter and above) ground station antennas for

geostationary satellites (large geostationary satellite antennas). These antennas are an

essential component of government, military and commercial satellite communication

networks and enable secure communications links in remote areas that lack access to the main

telecommunications grid. The acquisition, as originally proposed, eliminated competition for

the design, manufacture and sale of large geostationary satellite antennas and would have

provided the combined firm with an effective monopoly in the product market. As a result, the

combined firm would have had the incentive and ability to increase prices, reduce quality and

offer less favorable delivery times to its customers. Under the terms of a proposed final

judgment filed simultaneously with the complaint on May 28, 2020, CPI agreed to divest its

antennas business, CPI ASC Signal Division, Inc. The court entered the final judgment on

September 10, 2020.

In United States v. Geisinger Health and Evangelical Community Hospital, 24 the Division

filed suit to enjoin Geisinger Health’s partial acquisition of Evangelical Community Hospital.

Under the hospitals’ proposed agreement, Geisinger was to obtain a 30 percent ownership

interest in Evangelical in exchange for providing $100 million to Evangelical for use on projects

United States, Commonwealth of Massachusetts, and State of Wisconsin v Dairy Farmers of America, Inc. and

Dean Foods Company, No. 1:20-cv-02658 (N.D. Ill. Filed May 1, 2020).

23 United States v. Odyssey Investment Partners Fund V, LP, Communications and Power Industries, LLC, and

General Dynamics Corporation, No. 1:20-cv-01416 (D.D.C. filed May 28, 2020).

24 United States v. Geisinger Health and Evangelical Community Hospital, No. 4:20-cv-01383-MWB (M.D. Pa. filed

Aug. 5, 2020).

to be approved by Geisinger. The agreement also gave Geisinger certain rights with respect to

future transactions and joint ventures. Absent the Division’s challenge, the agreement would

have set Geisinger up as a critical source of funding for Evangelical for the foreseeable future,

provided opportunities for Geisinger to influence Evangelical’s strategic decisions, and would

have made it difficult for Evangelical to partner with other healthcare entities. The financial

entanglement likely would have reduced the hospitals’ incentives to compete against each

other and increased the likelihood of coordination which would have resulted in higher prices

and reduced services for patients and other purchasers of healthcare in central Pennsylvania.

On March 3, 2021, the Division filed a proposed final judgment resolving the competitive harm

alleged in the complaint. The proposed settlement, subject to court approval, caps Geisinger’s

ownership interest at a 7.5 percent passive interest and limits entanglements between the two

hospitals to preserve hospital competition in central Pennsylvania.

In United States v. Anheuser-Busch InBev SA/NV, Anheuser-Busch Companies, LLC, and

Craft Brew Alliance, Inc., 25 the Division challenged the proposed acquisition of Craft Brew

Alliance, Inc. by Anheuser-Busch InBev SA/NV and Anheuser-Busch Companies, LLC. ABI, a

minority shareholder in CBA, proposed to acquire CBA’s outstanding shares through ABI’s

wholly-owned subsidiary, AB Companies. The complaint alleged that the transaction would

have allowed the combined company to control approximately 41 percent of the market for

beer sales in Hawaii. The loss of competition between ABI and CBA in Hawaii would likely have

facilitated price coordination between ABI and Molson Coors Beverage Company in Hawaii and

likely resulted in increased prices and reduced innovation for beer consumers in Hawaii. A

proposed final judgment, filed concurrently with the complaint, required the parties to divest

CBA’s entire Kona brand business in the state of Hawaii and to grant the acquirer a perpetual,

exclusive license of the Kona brand in Hawaii. The court entered the final judgment on April 13,

2021.

The Federal Trade Commission

During fiscal year 2020, the Commission challenged 28 mergers that it had reason to

believe would substantially lessen competition if allowed to proceed as proposed. In seven

cases, the Commission initiated administrative or federal court litigation, and eleven mergers

were abandoned after the Commission raised concerns about the transaction’s potential for

eliminating beneficial competition.

In Post/TreeHouse Foods, 26 the Commission filed an administrative complaint

challenging Post’s $110 million proposed acquisition of TreeHouse Foods, and authorized staff

to seek a preliminary injunction in federal court to maintain the status quo pending the

outcome of its administrative trial. In addition to the branded cereal Post manufactures, such

United States v. Anheuser-Busch InBev SA/NV, Anheuser-Busch Companies, LLC, and Craft Brew Alliance, Inc., No.

4:20-cv-01282 (E.D. Mo. Filed Sept. 18, 2020).

26 In the Matter of Post Holdings, Inc. and TreeHouse Foods, Inc., FTC Dkt. C-9388 (complaint filed on Dec. 19,

2019), https://www.ftc.gov/enforcement/cases-proceedings/191-0128/post-holdings-inc-matter

as Honey Bunches of Oats and Alpha-Bits, Post and TreeHouse were two of only three

significant manufacturers and distributors of private label ready-to-eat cereal. The complaint

alleged that the proposed merger would have given Post more than a 60 percent market share

in an already concentrated market and would have eliminated the vigorous head-to-head

competition between Post and TreeHouse. The proposed merger would have increased prices

and reduced quality for private label ready-to-eat cereal. Shortly after the Commission filed its

complaint, the parties abandoned the transaction.

In Illumina/Pacific Biosciences, 27 the Commission filed an administrative complaint

challenging Illumina’s $1.2 billion proposed acquisition of Pacific Biosciences, and authorized

staff to seek a preliminary injunction in federal court to maintain the status quo pending the

outcome of the administrative trial. The complaint alleged that the proposed merger would

likely harm competition in the U.S. market for next-generation DNA-sequencing (NGS) systems

by extinguishing Pacific Biosciences as a nascent competitive threat. NGS is an expanding

technology used in genetic research and clinical testing. Illumina was the world’s leading

supplier of NGS products and Pacific Biosciences was a leader in long-read technology that has

increased the accuracy of NGS systems. As a result, the complaint further alleged that the

proposed merger would have harmed competition by reducing the combined firm’s incentive to

innovate and develop new products. Shortly after the Commission filed its complaint, the

parties abandoned the transaction.

In Edgewell/Harry’s, 28 the Commission filed an administrative complaint challenging

Edgewell’s $1.3 billion proposed acquisition of Harry’s, and authorized staff to seek a

preliminary injunction in federal court to maintain the status quo pending the outcome of the

administrative trial. Edgewell, Harry’s, and Procter & Gamble (Gillette) were among the few

significant competitors in the U.S. market for the manufacture and sale of men and women’s

wet shave razors. When Harry’s entered the market, Edgewell and Procter & Gamble were

forced to reduce prices and introduce more value-priced products. The Commission’s

complaint alleged that the proposed merger would eliminate Harry’s as an important

competitive force in the shaving industry. Shortly after the Commission filed its complaint, the

parties abandoned the transaction.

In Peabody Energy/Arch Coal, 29 the Commission filed an administrative complaint

challenging a proposed joint venture between Peabody Energy and Arch Coal that would have

combined their coal mining operations in the Southern Powder River Basin in northeastern

Wyoming. The complaint alleged the proposed joint venture would have eliminated the

In the Matter Illumina, Inc. and Pacific Biosciences of California, Inc., FTC Dkt. C-9387 (complaint filed on Dec. 17,

2019), https://www.ftc.gov/enforcement/cases-proceedings/1910035/matter-illumina-incpacific-biosciencescalifornia-inc.

28 In the Matter of Edgewell Personal Care Company and Harry’s, Inc., FTC Dkt. C-9390 (complaint filed on Feb. 2,

2020), https://www.ftc.gov/enforcement/cases-proceedings/191-0147/edgewell-personal-care-company-harrysinc.

29 In the Matter of Peabody Energy Corporation and Arch Coal Inc., FTC Dkt. C-9391 (complaint filed on Feb. 5,

2020), https://www.ftc.gov/enforcement/cases-proceedings/191-0154/peabody-energyarch-coal-matter.

substantial head-to-head competition between the two largest coal miners in the U.S. and the

loss of this competition would have likely raised the price of SPRB coal to power-generating

utilities that provide electricity to millions of consumers. On September 28, 2020, the U.S.

District Court for the Eastern District of Missouri granted the FTC’s motion for a preliminary

injunction. Shortly thereafter, the parties abandoned the transaction.

In Jefferson Health/Albert Einstein, 30 the Commission filed an administrative complaint

challenging Jefferson Health’s proposed acquisition of Albert Einstein Healthcare Network, two

leading providers of inpatient general acute care hospital services and inpatient acute

rehabilitation services in Philadelphia and Montgomery Counties in Pennsylvania. The

Commission also authorized staff to seek a preliminary injunction in federal court. The

complaint alleged the proposed merger would likely harm competition because Jefferson

Health and Albert Einstein have had a history of competing against each other to improve

quality and services. The proposed merger would have eliminated the competitive pressure

that has driven quality improvements and lowered hospital rates. On December 8, 2020, the

U.S. District Court for the Eastern District of Pennsylvania denied the preliminary injunction.

Shortly thereafter, the Commission dismissed its administrative complaint and the parties

merged.

In Axon/Safariland, 31 the Commission filed an administrative complaint challenging

Axon’s consummated acquisition of VieVu, a maker of competing body-worn camera systems,

from its parent, Safariland. Prior to the acquisition, Axon and VieVu competed to provide bodyworn camera systems to large metropolitan police departments. Competition between Axon

and VieVu resulted in lower prices for police departments, and also increased innovation for

body-worn cameras. Following a public comment period, on June 11, 2020, the Commission

approved a final consent order settling charges that Safariland entered anticompetitive

agreements with Axon barring it from competing with Axon on all of Axon’s products. The final

order ensures that Axon and Safariland do not enter into new agreements with similar

anticompetitive provisions. The Commission’s administrative proceeding against Axon to

unwind the acquisition is still pending.

In Altria/JUUL Labs, 32 the Commission filed an administrative complaint challenging

Altria’s acquisition of 35% of JUUL Labs’ voting securities and associated agreements, including

an agreement that Altria exit the market for closed-system e-cigarettes. By late 2018, JUUL

became the leading e-cigarette company in the United States. The Commission’s complaint

alleged that Altria dealt with this competitive threat by agreeing not to compete in return for a

substantial ownership interest in JUUL. The complaint alleges that Altria’s acquisition of JUUL

In the Matter of Thomas Jefferson University and Albert Einstein Healthcare Network, FTC Dkt. C-9392 (complaint

filed on Feb. 27, 2020), https://www.ftc.gov/enforcement/cases-proceedings/181-0128/thomas-jeffersonuniversity-matter.

31 In the Matter of Axon Enterprise, Inc. and Safariland, LLC, FTC Dkt. C-9389 (complaint filed on Jan. 3, 2020),

https://www.ftc.gov/enforcement/cases-proceedings/1810162/axonvievu-matter.

32 In the Matter of Altria Group, Inc. and JUUL Labs, Inc., FTC Dkt. C-9393 (complaint filed on April 1, 2020),

https://www.ftc.gov/enforcement/cases-proceedings/191-0075/altria-groupjuul-labs-matter.

shares and the associated agreements constituted an unreasonable restraint of trade in

violation of Section 1 of the Sherman Act and Section 5 of the FTC Act, and substantially

lessened competition in violation of Section 7 of the Clayton Act. On June 2, 2021, the

administrative trial began.

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

following ten merger matters.

In Bristol-Myers/Celgene, 33 the Commission challenged Bristol-Myers Squibb Co.’s $74

billion proposed acquisition of Celgene Corp. According to the complaint, the proposed merger

would likely harm competition in the U.S. market for oral treatments for moderate-to-severe

psoriasis. Prior to the proposed merger, Bristol-Myers was developing a product that would

have been the next entrant into the market that would have competed with Celgene’s Otezla.

Without a remedy, the proposed merger would have substantially lessened competition and

created a monopoly by eliminating this future competition between Bristol-Myers and Celgene.

To remedy these concerns, the Commission issued a consent order requiring the parties to

divest Otezla to Amgen, Inc. Following a public comment period, the Commission approved the

final order on January 9, 2020.

In Agnaten/National Veterinary Associates (NVA), 34 the Commission challenged

Agnaten’s Compassion First’s proposed $5 billion acquisition of NVA. According to the

complaint, the proposed merger would likely harm competition in three local geographic

markets for various specialty and emergency veterinary services. Compassion First and NVA

were close competitors and in some markets the merger would have resulted in a merger-tomonopoly. Without a remedy, the proposed merger increased the likelihood that Compassion

First would have unilaterally raised prices or decreased quality for specialty and emergency

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

requiring the parties to divest three clinics—NVA’s clinic in Asheville, North Carolina, and

Compassion First’s clinics in Norwalk, Connecticut, and Manassas, Virginia—to MedVet

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

April 9, 2020.

In FXI/Innocor, 35 the Commission challenged FXI’s $850 million proposed acquisition of

Innocor. The Commission alleged in its complaint that the proposed merger would likely harm

competition for low-density conventional polyurethane foam used in home furnishings in three

In the Matter Bristol-Myers Squibb Company and Celgene Corporation, FTC Dkt. C-4690 (final order issued on Jan.

9, 2020), https://www.ftc.gov/enforcement/cases-proceedings/191-0061/bristol-myers-squibb-company-celgenecorporation-matter.

34 In the Matter of Agnaten SE and Veterinary Specialists of North America, LLC, FTC Dkt. C-4707 (final order issued

on April 9, 2020), https://www.ftc.gov/enforcement/cases-proceedings/1910160/agnaten-se-compassion-firstnva-matter.

35 In the Matter of One Rock Capital Partners II, LP, FXI Holdings, Inc. and Bain Capital Fund XI, LP, and Innocor, Inc.,

FTC Dkt. C-4708 (final order issued on April 20, 2020), https://www.ftc.gov/enforcement/cases-proceedings/1910087/one-rock-capital-partners-ii-lp-matter.

regional markets: the Pacific Northwest, the Midwest, and Mississippi. Without a remedy, the

proposed merger would have eliminated direct and substantial competition between FXI and

Innocor and increased the likelihood of coordinated interaction among the remaining

competitors in each regional market. To remedy these concerns, the Commission issued a

consent order requiring the parties to divest FXI’s plant in Kent, Washington, and Innocor’s

plants in Elkhart, Indiana, and Tupelo, Mississippi, to Future Foam. Following a public comment

period, the Commission approved the final order on April 20, 2020.

In Ossur Hf/College Park Industries, 36 the Commission challenged Ossur’s proposed

acquisition of College Park Industries, which was not reportable under the HSR Act. Ossur and

College Park were both makers of prosthetic limbs. According to the complaint, the proposed

merger would likely harm competition for U.S. customers of myoelectric elbows. The U.S.

market for myoelectric elbows is highly concentrated and College Park was a leading supplier.

Ossur was developing its own myoelectric elbow, and the proposed merger would have

eliminated future competition between Ossur and College Park for U.S. sales of myoelectric

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

parties to divest all assets of College Park’s myoelectric elbow business to Hugh Steeper, a

prosthetics company based in the United Kingdom and San Antonio, Texas. Following a public

comment period, the Commission approved the final order on May 27, 2020.

In Danaher/General Electric, 37 the Commission challenged Danaher Corporation’s $21.4

billion proposed acquisition of General Electric’s biopharmaceutical business, GE Biopharma.

The Commission’s complaint alleged the proposed merger would have substantially lessened

competition in highly concentrated product markets for ten products that companies use to

manufacture biopharmaceutical drugs. To remedy these concerns, the Commission issued a

consent order requiring Danaher to divest to Sartorius AG all rights and assets to research,

develop, manufacture, market, and sell these ten products. Following a public comment

period, the Commission approved the final order on May 28, 2020.

In Tri Star/Hollingsworth, 38 the Commission challenged Tri Star Energy’s $211 million

proposed acquisition of retail fuel assets from Hollingsworth Oil Company in Tennessee. Tri

Star, a Tennessee-based energy company, operated fuel outlets and convenience stores in four

states, including Tennessee. Hollingsworth operated fuel outlets and convenience stores in

Middle Tennessee. The Commission’s complaint alleged that Tri Star’s proposed acquisition of

these assets would likely harm competition for the sale of retail gasoline and diesel in Whites

Creek and Greenbrier, Tennessee, and Tri Star would have had the ability to raise prices in

these two markets. To remedy these concerns, the Commission issued a consent order

In the Matter of Ossur Hf, Ossur Americas Holdings, Inc., and College Park Industries, Inc., FTC Dkt. C-4712 (final

order issued on May 27, 2020), https://www.ftc.gov/enforcement/cases-proceedings/191-0177/ossur-hf-collegepark-industries-matter.

37 In the Matter of Danaher Corporation and General Electric Company, FTC Dkt. C-4710 (final order issued on May

28, 2020), https://www.ftc.gov/enforcement/cases-proceedings/191-0082/danaher-corporation-matter.

38 In the Matter of Tri Star Energy, LLC, FTC DKt. C-4720 (final order issued on August 12, 2020),

https://www.ftc.gov/enforcement/cases-proceedings/201-0074/tri-star-energy-hollingsworth-oil-matter.

requiring Tri Star to divest to Cox Oil Company the assets located in Whites Creek and

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

August 12, 2020.

In Eldorado/Caesars, 39 the Commission challenged Eldorado Resorts Inc.’s $17.3 billion

proposed acquisition of Caesars Entertainment Corp. The complaint alleged that the proposed

merger would likely harm competition for casino services in the South Lake Tahoe area of

Nevada and the Bossier City-Shreveport area of Louisiana. To remedy these concerns, the

Commission issued a consent order requiring the parties to divest the casino assets in these

markets to Twin River Worldwide. Following a public comment period, the Commission

approved the final order on August 25, 2020.

In AbbVie/Allergan, 40 the Commission challenged AbbVie Inc.’s $63 billion proposed

acquisition of Allergan PLC. The Commission’s complaint alleged the proposed merger would

likely harm competition in the market for treatment of exocrine pancreatic insufficiency, or EPI,

a condition that results in the inability to digest food properly, and in future competition in the

market for IL-23 inhibitors, a class of drug that treats Crohn’s disease and ulcerative colitis. To

remedy these concerns, the Commission issued a consent order requiring the parties to divest

to Nestle Allergan’s Zenpep and Viokase, sold to treat EPI. AbbVie and Allergan were also

required to divest to AstraZeneca Allergan’s rights and assets related to brazikumab, an IL-23

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

September 3, 2020.

In Elanco/Bayer, 41 the Commission challenged Elanco Animal Health Inc.’s $7.6 billion

proposed acquisition of Bayer Animal Health. Both companies were global suppliers of animal

health products. The Commission’s complaint alleged the proposed merger would likely harm

competition in three markets: low-dose prescription treatments for canine otitis externa, an

inflammation in the outer ear; fast-acting oral treatments that kill adult fleas on dogs; and

brand-name cattle pour-on insecticides. According to the complaint, Elanco and Bayer had the

only two products (Osurnia and Claro) that treated canine otitis, and the two companies were

the only providers of fast-acting oral treatments for adult fleas (Capstar and Advantus). The

proposed merger would also substantially lessen competition in the market for pour-on

insecticides because the third largest competitor, Elanco’s StandGuard, would acquire the

largest. To remedy these concerns, the Commission issued a consent order requiring Elanco to

divest Osumia to Dechra, Capstar to PetIQ, and StandGuard to Neogen. Following a public

comment period, the Commission approved the final order on September 1, 2020.

In the Matter of Eldorado Resorts, Inc. and Caesars Entertainment Corporation, FTC Dkt. C-4721 (final order

issued on August 25, 2020), https://www.ftc.gov/enforcement/cases-proceedings/191-0158/eldorado-resortscaesars-entertainment-matter.

40 In the Matter of AbbVie Inc. and Allergan PLC, FTC Dkt. C-4713 (final order issued on Sept. 3, 2020),

https://www.ftc.gov/enforcement/cases-proceedings/191-0169/abbvie-inc-allergan-plc-matter.

41 In the Matter of Elanco Animal Health, Inc. and Bayer Aktiengesellschaft, FTC Dkt. C-4725 (final order issued on

Sept. 1, 2020), https://www.ftc.gov/enforcement/cases-proceedings/191-0198/elanco-animal-health-bayer.

In Arko/Empire, 42 the Commission challenged Arko Holdings Inc.’s (through its

subsidiaries GPM) $900 million proposed acquisition of Empire. The Commission’s complaint

alleged the proposed merger would likely harm competition for the retail sale of gasoline in

seven local markets in Indiana, Michigan, Maryland, and Texas. In addition, the proposed

merger would likely harm competition for the retail sale of diesel fuel in three of these local

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

and Arko to divest fuel assets to an independent competitor in each market no later than

twenty days after the acquisition is final. Following a public comment period, the Commission

approved the final order on October 5, 2020.

ONGOING REASSESSMENT OF THE EFFECTS OF THE PREMERGER NOTIFICATION PROGRAM

The Commission and the Antitrust Division continually review the impact of the

premerger notification program on antitrust enforcement and the business community. The

premerger notification program ensures that the antitrust agencies have the ability to review

mergers and acquisitions before consummation. Prior to the HSR Act, businesses could, and

often did, consummate transactions that raised significant antitrust concerns before the

agencies had an opportunity to consider adequately their competitive effects. This practice

forced the agencies to engage in lengthy post-acquisition litigation, during the course of which

the transaction’s anticompetitive effects continued to harm consumers; furthermore, if

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

the premerger notification program requires reporting before consummation, the agencies’

ability to obtain timely, effective relief to prevent anticompetitive effects was and still is vastly

improved. The Commission and the Antitrust Division continue to assess whether the existing

HSR filing requirements and thresholds are adequate to give the Commission and the Antitrust

Division advance notice of potentially problematic transactions.

The Commission and the Antitrust Division regularly examine the premerger notification

program’s effectiveness and continually seek ways to increase accessibility, promote

transparency, and improve the investigative process to reduce the burden on the filing parties

without compromising the agencies’ ability to investigate and challenge proposed transactions

that may substantially lessen competition.

In the Matter of Arko Holdings Ltd. et al., FTC Dkt. C-4726 (final order issued on Oct.5, 2020),

https://www.ftc.gov/enforcement/cases-proceedings/201-0041/arko-holdings-empire-petroleum-partnersmatter.

LIST OF APPENDICES

Appendix A: Summary of Transactions, Fiscal Years 2011 - 2020

Appendix B: Number of Transactions Reported and Filings Received by Month for Fiscal

Years 2011 - 2020

LIST OF EXHIBITS

Exhibit A:

Statistical Tables for Fiscal Year 2020 – Data Profiling Hart-ScottRodino Notification Filings and Enforcement Interests

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 2011 – 2020

APPENDIX A

SUMMARY OF TRANSACTIONS BY FISCAL YEAR

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

Transactions Reported

1,450

1,429

1,326

1,663

1,801

1,832

2,052

2,111

2,089

1,637

Filings Received 1

2,882

2,829

2,628

3,307

3,585

3,674

4,083

4,188

4,142

3,249

Adjusted Transactions In Which A Second

Request Could Have Been Issued 2

1,414

1,400

1,286

1,618

1,754

1,772

1,992

2,028

2,030

1,580

Investigations in Which Second Requests

Were Issued

1.7%

1.4%

1.9%

1.1%

1.4%

1.7%

1.3%

1.5%

2.2%

2.1%

1.7%

1.3%

1.5%

1.6%

0.9%

1.5%

1.6%

1,157

1,094

990

1,274

1,366

1,374

1,552

1,500

1,507

1,133

Granted5

888

902

797

1,020

1,086

1,102

1,220

1,170

1,107

861

Not Granted5

269

192

193

254

280

272

332

330

400

272

FTC 3

Percent 4

DOJ3

Percent4

Transactions Involving a Request For Early

Termination 5

Note: The data for FY 2011 reflects corrections to a prior annual report and the DOJ number of investigations in which second requests were issued and the percentage of transactions

in which second requests were issued by DOJ.

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 2011 - 2020

APPENDIX B

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

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

October

128

122

127

124

144

168

163

174

211

151

November

217

169

260

159

157

243

215

207

254

206

December

108

122

157

148

160

157

164

January

104

125

118

117

153

170

150

154

February

114

140

127

153

141

145

138

March

111

100

128

125

146

178

156

136

April

140

131

129

150

140

163

May

142

117

157

152

168

209

222

191

June

117

142

150

155

150

191

177

161

117

July

120

130

162

170

140

146

180

170

110

August

164

133

122

151

216

166

219

223

173

170

September

100

120

103

173

168

142

159

139

158

162

TOTAL

1,450

1,429

1,326

1,663

1,801

1,832

2,052

2,111

2,089

1,637

APPENDIX B

TABLE 2. NUMBER OF FILINGS RECEIVED 1 BY MONTH FOR FISCAL YEARS

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

October

252

242

255

247

289

345

329

336

421

298

November

422

332

511

325

322

483

416

417

505

413

December

193

188

180

211

239

314

297

319

308

329

January

188

203

151

244

236

307

316

287

309

February

157

185

169

236

257

249

298

304

295

269

March

195

215

172

195

252

265

302

338

308

270

April

190

193

151

271

265

249

290

285

335

145

May

284

231

228

315

305

331

402

424

365

137

June

231

275

181

304

322

304

388

365

349

212

July

240

269

186

323

327

284

291

364

306

208

August

329

259

240

292

425

339

446

433

358

336

September

201

237

204

344

338

275

317

287

305

323

TOTAL

2,882

2,829

2,628

3,307

3,585

3,674

4,083

4,188

4,142

3,249

1 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 2020

DATA PROFILING HART-SCOTT-RODINO PREMERGER NOTIFICATION

FILINGS AND ENFORCEMENT INTERESTS

TABLE I

FISCAL YEAR 20201

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

1.7%

3.7%

0.0%

3.7%

0.0%

100M - 150M 5

250

15.8%

6.8%

1.6%

8.4%

1.2%

0.0%

1.2%

150M - 200M 5

269

17.0%

4.8%

1.1%

5.9%

1.1%

0.7%

1.9%

200M - 300M 5

190

12.0%

7.4%

2.1%

9.5%

2.1%

0.5%

2.6%

300M - 500M 5

210

13.3%

4.3%

5.7%

10.0%

0.5%

1.9%

2.4%

500M - 1000M5

400

25.3%

6.3%

4.8%

11.0%

1.8%

2.0%

3.8%

Over 1000M 5

234

14.8%

11.5%

9.0%

20.5%

2.1%

4.3%

6.4%

ALL TRANSACTIONS

1,580

100.0%

106

6.7%

4.0%

10.7%

1.5%

1.6%

3.0%

TABLE II

FISCAL YEAR 20201

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

1.7%

0.6%

0.0%

0.6%

0.0%

LESS THAN 150M 5

277

17.5%

10.7%

2.4%

13.0%

6.3%

0.0%

6.3%

LESS THAN 200M 5

546

34.6%

18.3%

4.1%

22.5%

12.5%

4.2%

16.7%

LESS THAN 300M 5

736

46.6%

26.6%

6.5%

33.1%

20.8%

6.3%

27.1%

LESS THAN 500M 5

946

59.9%

32.0%

13.6%

45.6%

22.9%

14.6%

37.5%

LESS THAN 1000M 5

1,339

84.7%

46.2%

24.3%

70.4%

37.5%

31.3%

68.8%

ALL TRANSACTIONS

1,580

106

62.7%

37.3%

100.0%

47.9%

52.1%

100.0%

TABLE III

FISCAL YEAR 20201

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

3.7%

0.0%

3.7%

0.9%

0.0%

0.6%

0.0%

0.6%

100M - 150M 5

6.8%

1.6%

8.4%

16.0%

6.3%

10.1%

2.4%

12.4%

150M - 200M 5

4.8%

1.1%

5.9%

12.3%

4.8%

7.7%

1.8%

9.5%

200M - 300M 5

7.4%

2.1%

9.5%

13.2%

6.3%

8.3%

2.4%

10.7%

300M - 500M 5

4.3%

5.7%

10.0%

8.5%

19.0%

5.3%

7.1%

12.4%

500M - 1000M5

6.3%

4.8%

11.0%

23.6%

30.2%

14.8%

11.2%

26.0%

Over 1000M 5

11.5%

9.0%

20.5%

25.5%

33.3%

16.0%

12.4%

28.4%

ALL TRANSACTIONS

106

169

6.7%

4.0%

10.7%

100.0%

62.7%

37.3%

100.0%

TABLE IV

FISCAL YEAR 20201

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

0.2%

0.0%

0.2%

1.2%

0.0%

1.2%

6.3%

0.0%

6.3%

150M - 200M 5

0.2%

0.1%

0.3%

1.1%

0.7%

1.9%

6.3%

4.2%

10.4%

200M - 300M 5

0.3%

0.1%

0.3%

2.1%

0.5%

2.6%

8.3%

2.1%

10.4%

300M - 500M 5

0.1%

0.3%

0.5%

1.9%

2.4%

2.1%

8.3%

10.4%

500M - 1000M5

0.4%

0.5%

0.9%

1.8%

2.0%

3.8%

14.6%

16.7%

31.3%

Over 1000M 5

0.3%

0.6%

0.9%

2.1%

4.3%

6.4%

10.4%

20.8%

31.3%

ALL TRANSACTIONS

1.5%

1.6%

3.0%

1.5%

1.6%

3.0%

47.9%

52.1%

100.0%

TABLE V

FISCAL YEAR 20201

ACQUISITIONS BY REPORTING THRESHOLD

HSR TRANSACTIONS

THRESHOLD 6

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

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)

119

7.5%

0.0%

$100M (as adjusted)

151

9.6%

4.0%

2.0%

6.0%

0.0%

0.7%

$500M (as adjusted)

2.5%

5.0%

0.0%

25%

0.8%

0.0%

16.7%

0.0%

50%

670

42.4%

7.2%

6.0%

13.1%

1.5%

2.7%

4.2%

500M

0.1%

0.0%

NCI

587

37.2%

8.7%

2.9%

11.6%

2.2%

1.0%

3.2%

ALL TRANSACTIONS

1,580

100.0%

106

6.7%

4.0%

10.7%

1.5%

1.6%

3.0%

TABLE VI

FISCAL YEAR 20201

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

223

14.1%

2.2%

1.3%

3.6%

0.4%

0.9%

50M - 100M

1.6%

0.0%

100M - 150M

1.8%

7.1%

0.0%

7.1%

0.0%

150M - 200M

5.8%

1.1%

2.2%

1.1%

0.0%

1.1%

200M - 300M

2.7%

2.3%

4.7%

0.0%

300M - 500M

113

7.2%

3.5%

1.8%

5.3%

0.0%

0.9%

500M - 1000M

149

9.4%

0.0%

1.3%

0.7%

1.3%

Over 1000M

907

57.4%

10.3%

6.0%

16.2%

2.2%

2.4%

4.6%

ALL TRANSACTIONS

1,580

100.0%

106

6.7%

4.0%

10.7%

1.5%

1.6%

3.0%

TABLE VII

FISCAL YEAR 20201

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

159

10.1%

1.9%

0.6%

2.5%

0.0%

50M - 100M

3.6%

0.0%

100M - 150M

3.1%

2.0%

4.1%

6.1%

0.0%

150M - 200M

1.5%

0.0%

4.2%

0.0%

4.2%

200M - 300M

4.3%

2.9%

4.4%

7.4%

0.0%

300M - 500M

106

6.7%

0.9%

0.0%

0.9%

0.0%

500M - 1000M

155

9.8%

5.2%

3.2%

8.4%

1.3%

1.9%

3.2%

Over 1000M

768

48.6%

11.5%

6.5%

18.0%

2.6%

2.7%

5.3%

Sales Not Available 7

194

12.3%

1.5%

0.5%

2.1%

0.0%

0.5%

ALL TRANSACTIONS

1,580

100.0%

106

6.7%

4.0%

10.7%

1.5%

1.6%

3.0%

TABLE VIII

FISCAL YEAR 20201

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

281

17.8%

5.7%

1.1%

6.8%

1.1%

0.7%

1.8%

50M - 100M

200

12.7%

5.0%

2.5%

7.5%

0.5%

1.0%

100M - 150M

138

8.7%

0.7%

9.4%

2.2%

0.0%

2.2%

150M - 200M

5.7%

8.9%

1.1%

10.0%

1.1%

2.2%

200M - 300M

115

7.3%

8.7%

6.1%

14.8%

0.9%

5.2%

6.1%

300M - 500M

103

6.5%

6.8%

9.7%

16.5%

1.9%

2.9%

4.9%

500M - 1000M

146

9.2%

8.9%

3.4%

12.3%

1.4%

0.7%

2.1%

Over 1000M

355

22.5%

5.9%

4.2%

10.1%

1.4%

2.3%

3.7%

Assets Not Available 8

152

9.6%

5.9%

10.5%

16.4%

3.3%

2.0%

5.3%

ALL TRANSACTIONS

1,580

100.0%

106

6.7%

4.0%

10.7%

1.5%

1.6%

3.0%

TABLE IX

FISCAL YEAR 20201

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

334

21.1%

8.1%

2.1%

10.2%

0.6%

1.2%

50M - 100M

243

15.4%

6.2%

1.6%

7.8%

0.4%

0.8%

100M - 150M

136

8.6%

3.7%

2.9%

6.6%

0.0%

1.5%

150M - 200M

107

6.8%

1.9%

2.8%

4.7%

0.0%

1.9%

200M - 300M

113

7.2%

6.2%

4.4%

10.6%

2.7%

0.9%

3.5%

300M - 500M

124

7.8%

7.3%

4.8%

12.1%

4.0%

1.6%

5.6%

500M - 1000M

165

10.4%

7.3%

5.5%

12.7%

3.0%

1.8%

4.8%

Over 1000M

282

17.8%

7.1%

8.2%

15.2%

2.5%

4.3%

6.7%

Sales not Available 10

4.8%

11.8%

2.6%

14.5%

0.0%

ALL TRANSACTIONS

1,580

100.0%

106

6.7%

4.0%

10.7%

1.5%

1.6%

3.0%

TABLE X

FISCAL YEAR 2020 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2019 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

000 13

Not Available

205

13.0%

1.3%

113 13

Forestry and and Logging

0.1%

211 13

Oil and Gas Extraction

0.8%

-0.5%

212 13

Mining (except Oil and Gas)

0.1%

0.0%

213 13

Support Activities for Mining

0.6%

0.0%

221 13

Utilities

2.5%

0.5%

236 13

Construction of Buildings

0.5%

237 13

Heavy and Civil Engineering Construction

0.4%

-0.1%

238 13

Specialty Trade Contractors

0.5%

0.0%

311 13

Food and Kindred Products

1.9%

-0.8%

312 13

Beverage and Tobacco Product Manufacturing

0.9%

0.2%

313 13

Textile Mills

0.3%

314 13

Textile Products

0.1%

321 13

Wood Product Manufacturing

0.1%

-0.3%

322 13

Paper Manufacturing

0.4%

0.1%

323 13

Printing and Related Support Actitivies

0.1%

-0.1%

325 13

Chemical Manufacturing

102

6.5%

1.0%

326 13

Plastics and Rubber Manfuacturing

0.8%

-0.6%

327 13

Nonmetallic Mineral Product Manufacturing

0.6%

0.4%

331 13

Primary Metal Manufacturing

0.3%

-0.1%

332 13

Fabricated Metal Product Manufacturing

0.8%

-0.5%

TABLE X

FISCAL YEAR 2020 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2019 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

333 13

Machinery Manufacturing

1.2%

-0.5%

334 13

Computer and Electronic Product Manufacturing

2.0%

-0.4%

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

0.6%

0.1%

2.2%

-0.1%

337 13

Furniture and Related Product Manufacturing

0.2%

0.1%

339 13

Miscellaneous Manufacturing

1.2%

-0.8%

423 13

Merchant Wholesalers, Durable Goods

4.1%

0.3%

424 13

Merchant Wholesales, Nondurable Goods

3.5%

-1.3%

425 13

Wholesale Electric Markets and Agent and Brokers

0.1%

441 13

Motor Vehicle and Parts Dealers

0.8%

0.3%

443 13

Miscellaneous Repair Services

0.1%

0.0%

444 13

Electronics and Appliance Stores

0.4%

0.1%

445 13

Food and Beverage Stores

0.1%

0.0%

446 13

Health and Personal Care Stores

0.5%

0.4%

447 13

Gasoline Stations

0.4%

0.1%

448 13

Clothing and Clothing Accessories Stores

0.4%

0.3%

451 13

Sporting Goods, Hobby, Book, and Music Stores

0.3%

452 13

General Merchandise Stores

0.1%

453 13

Miscellaneous Store Retailers

0.2%

-0.4%

454 13

Nonstore Retailers

0.6%

0.3%

481 13

Air Transportation

0.3%

-0.1%

336 13

TABLE X

FISCAL YEAR 2020 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2019 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

483 13

Water Transportation

0.1%

0.0%

484 13

Truck Transportation

0.1%

-0.4%

485 13

Transit and Ground Transportation

0.1%

0.0%

486 13

Pipeline Transportation

0.1%

-0.6%

488 13

Support Actitivies for Transportation

0.6%

-0.7%

493 13

Warehousing and Storage

0.1%

0.0%

511 13

Publishing Industries (except Internet)

4.4%

0.1%

512 13

Motion Pictures and Sound Recording Industries

0.3%

0.2%

515 13

Broadcasting (except Internet)

0.4%

-0.2%

517 13

Telecommunications

1.3%

0.2%

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

2.3%

1.0%

1.6%

1.0%

522 13

Credit Intermediation and Related Activities

2.3%

0.3%

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

156

9.9%

0.1%

524 13

Insurance Carriers and Related Actitivities

5.4%

2.1%

525 13

Funds, Trusts, and Other Financial Vehicles

2.8%

0.3%

531 13

Real Estate

1.4%

0.9%

532 13

Rental and Leasing Services

0.2%

-0.2%

533 13

Lessors of Nonfinancial Intangible Assets (except

Copyrighted Works)

Professional, Scientific, and Technical Services

0.3%

-0.1%

114

7.2%

0.5%

0.3%

0.1%

519 13

541 13

551 13

Management Companies and Enterprises

TABLE X

FISCAL YEAR 2020 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2019 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

561 13

Administrative and Support Services

1.7%

-0.4%

562 13

Waste Management and Remediation Services

0.5%

0.0%

611 13

Educational Services

0.3%

-0.2%

621 13

Ambulatory Health Care Services

1.8%

-0.5%

622 13

Hospitals

1.7%

0.7%

623 13

Nursing Care Facilities

0.1%

624 13

Social Assistance

0.3%

0.2%

711 13

Performing Arts, Spector Sports, and Related Industries

0.2%

0.0%

713 13

Amusement, Gambling, and Recreation Industries

0.1%

-0.2%

721 13

Accommodation

0.1%

-0.4%

722 13

Food Services and Drinking Places

0.9%

-0.3%

811 13

Repairs and Maintenance

0.3%

-0.3%

812 13

Personal and Laundry Services

0.1%

-0.2%

813 13

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

0.1%

1,580

100.0%

106

169

TABLE XI

FISCAL YEAR 2020

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2019 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

5.1%

1.9%

111 13

Crop Production

0.1%

0.0%

113 13

Forestry and and Logging

0.1%

0.0%

115 13

Support Activities for Agriculture and Forestry

0.1%

211 13

Oil and Gas Extraction

1.9%

0.3%

212 13

Mining (except Oil and Gas)

0.4%

-0.1%

213 13

Support Activities for Mining

0.7%

-0.5%

221 13

Utilities

2.6%

0.1%

236 13

Construction of Buildings

0.4%

0.2%

237 13

Heavy and Civil Engineering Construction

0.6%

0.2%

238 13

Specialty Trade Contractors

1.5%

0.5%

311 13

Food and Kindred Products

2.0%

0.1%

312 13

Beverage and Tobacco Product Manufacturing

0.3%

-0.3%

313 13

Textile Mills

0.1%

0.0%

314 13

Textile Products

0.1%

0.0%

321 13

Wood Product Manufacturing

0.3%

0.1%

322 13

Paper Manufacturing

0.4%

-0.1%

323 13

Printing and Related Support Actitivies

0.3%

-0.2%

325 13

Chemical Manufacturing

4.4%

-0.6%

326 13

Plastics and Rubber Manfuacturing

1.2%

-0.6%

327 13

Nonmetallic Mineral Product Manufacturing

0.4%

-0.1%

TABLE XI

FISCAL YEAR 2020

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2019 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

331 13

Primary Metal Manufacturing

0.4%

-0.1%

332 13

Fabricated Metal Product Manufacturing

1.3%

0.4%

333 13

Machinery Manufacturing

1.5%

-0.4%

334 13

Computer and Electronic Product Manufacturing

2.0%

-0.5%

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

0.5%

-0.6%

1.8%

-0.5%

336 13

337 13

Furniture and Related Product Manufacturing

0.3%

0.1%

339 13

Miscellaneous Manufacturing

1.4%

-0.5%

423 13

Merchant Wholesalers, Durable Goods

3.4%

-1.5%

424 13

Merchant Wholesales, Nondurable Goods

4.1%

-0.4%

425 13

Wholesale Electric Markets and Agent and Brokers

0.3%

0.1%

441 13

Motor Vehicle and Parts Dealers

0.9%

0.1%

442 13

Furniture and Home Furnishing Stores

0.1%

444 13

Electronics and Appliance Stores

0.1%

0.0%

445 13

Food and Beverage Stores

0.3%

0.1%

446 13

Health and Personal Care Stores

0.8%

0.3%

447 13

Gasoline Stations

0.4%

-0.1%

448 13

Clothing and Clothing Accessories Stores

0.3%

-0.1%

451 13

Sporting Goods, Hobby, Book, and Music Stores

0.1%

0.0%

452 13

General Merchandise Stores

0.3%

0.1%

454 13

Nonstore Retailers

0.8%

-0.6%

TABLE XI

FISCAL YEAR 2020

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2019 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

481 13

Air Transportation

0.4%

0.2%

483 13

Water Transportation

0.1%

0.0%

484 13

Truck Transportation

0.6%

0.3%

485 13

Transit and Ground Transportation

0.1%

0.0%

486 13

Pipeline Transportation

0.5%

-0.4%

488 13

Support Actitivies for Transportation

0.4%

-0.8%

493 13

Warehousing and Storage

0.3%

0.1%

511 13

Publishing Industries (except Internet)

136

8.6%

2.1%

512 13

Motion Pictures and Sound Recording Industries

0.4%

0.0%

515 13

Broadcasting (except Internet)

0.6%

0.0%

517 13

Telecommunications

1.7%

0.7%

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

4.5%

0.6%

2.4%

1.1%

522 13

Credit Intermediation and Related Activities

2.1%

0.0%

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

1.7%

-1.2%

5.2%

1.4%

525 13

Funds, Trusts, and Other Financial Vehicles

0.2%

0.0%

531 13

Real Estate

0.9%

0.3%

532 13

Rental and Leasing Services

0.8%

-0.2%

533 13

Lessors of Nonfinancial Intangible Assets (except Copyrighted

Works)

Professional, Scientific, and Technical Services

0.9%

0.2%

196

12.4%

2.5%

519 13

524 13

541 13

TABLE XI

FISCAL YEAR 2020

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2019 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

551 13

Management Companies and Enterprises

0.1%

-0.4%

561 13

Administrative and Support Services

2.5%

-0.5%

562 13

Waste Management and Remediation Services

0.7%

0.2%

611 13

Educational Services

0.6%

-0.5%

621 13

Ambulatory Health Care Services

2.6%

0.0%

622 13

Hospitals

1.5%

0.8%

623 13

Nursing Care Facilities

0.1%

0.0%

624 13

Social Assistance

0.3%

0.2%

711 13

Performing Arts, Spector Sports, and Related Industries

0.6%

0.2%

713 13

Amusement, Gambling, and Recreation Industries

0.8%

-0.1%

721 13

Accommodation

0.3%

-0.4%

722 13

Food Services and Drinking Places

0.4%

-1.1%

811 13

Repairs and Maintenance

0.5%

0.0%

812 13

Personal and Laundry Services

0.1%

-0.4%

813 13

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

0.1%

1,580

100.0%

106

169

206

Fiscal year 2020 figures include transactions reported between October 1, 2019 and September 30, 2020.

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.

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

During fiscal year 2020, 1,637 transactions were reported under the HSR Premerger Notification program. The smaller number, 1,580, 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).

The total number of filings under $50M submitted in Fiscal Year 2020 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.

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.

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

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.

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.

This represents the deviation from the fiscal year 2019 percentage.

This category includes transactions by newly-formed entities.

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.