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Department of Justice

Antitrust Division

Bureau of Competition

Hart-Scott-Rodino Annual Report

Fiscal Year 2024

October 1, 2023 through September 30, 2024

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Forty-Seventh Annual Report)

Andrew Ferguson

Chairman

Federal Trade Commission

Abigail Slater

Assistant Attorney General

Antitrust Division

Hart-Scott-Rodino Annual Report for Fiscal Year 2024

Table of Contents

Introduction ................................................................................................................ 1

Background of the HSR Act .......................................................................................... 3

Statistics on Premerger Notification ............................................................................ 4

Merger Enforcement Activity ....................................................................................... 6

Federal Trade Commission ......................................................................................... 6

Department of Justice ................................................................................................ 7

Premerger Compliance Actions ................................................................................... 9

Public Engagement .................................................................................................... 10

Developments and Ongoing Assessment .................................................................. 10

Threshold Adjustments ............................................................................................ 10

Updated HSR Form .................................................................................................. 11

Appendices and Exhibits ........................................................................................... 12

INTRODUCTION

The Federal Trade Commission (FTC or Commission) and the Antitrust Division of

the Department of Justice (Antitrust Division or Division) enforce the nation’s antitrust

laws. This includes the important mandate for preventing harm to competition and

American consumers resulting from anticompetitive mergers and acquisitions.

In fiscal year 2024, the Commission and the Antitrust Division continued their

efforts to protect competition across the American economy by identifying, investigating,

and challenging where necessary, mergers and acquisitions that raise potentially

significant competitive concerns. There were 2,031 transactions reported under the HartScott-Rodino Antitrust Improvements Act of 1976 (HSR Act).1 See Figure 1 below.

Approximately one-fourth of these transactions were valued over $1 billion (see Table I in

Exhibit A), continuing a trend in recent years towards larger and more complex

transactions. See Figure 2 below.

HSR Merger Transactions Reported

Fiscal Years 2015-2024

4,000

3,520

3,500

3,152

Number of Transactions

3,000

2,500

2,052

2,000

1,801

1,832

2015

2016

2,111

2,089

2,031

1,805

1,637

1,500

1,000

500

2017

2018

2019

2020

2021

2022

2023

Fiscal Year

Fiscal year 2024 covered the period from October 1, 2023, through September 30, 2024.

2024

(Figure 1)

Percentage of Transaction Values Equal to or Greater than $1 Billion

Fiscal Years 2015-2024

30.0%

24.0%

Percent of Transactions

25.0%

25.6%

20.2%

20.0%

16.9%

14.8%

15.0%

13.5%

12.8%

14.8%

13.6%

13.3%

2018

2019

10.0%

5.0%

0.0%

2015

2016

2017

2020

Fiscal year

2021

2022

2023

2024

(Figure 2)

The Commission took enforcement action against 18 transactions2: 123 that the

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

investigation; and six that resulted in the Commission initiating administrative or federal

court litigation.4 The Division took enforcement action against 14 transactions: 12 that the

parties abandoned in the face of questions from the Division; and two that were

restructured after the Division raised concerns about the threat they posed to competition.

In cases where the parties abandoned their merger plans before an agency filed a

complaint, this avoided the expense of extended litigation for both the parties and the

agency.5

This Report only includes merger enforcement actions where the Commission or the Antitrust Division took

its first public action during fiscal year 2024. It does not reflect all merger enforcement activities of the

agencies, including ongoing investigations and litigation.

Two of these transactions were not HSR-reportable transactions, however this narrative section of the

report attempts to provide a wholistic view of the agencies’ merger enforcement activities over the course of

the fiscal year. The tables provided in the report, however, only include data for which an HSR filing has been

made.

The Commission also accepted two consent decrees for public comment, but they were subsequently

vacated and therefore are not included.

The antitrust agencies have included abandonments in the face of threatened enforcement in their impact

assessments for many years across administrations of both parties. In this report, the agencies strive to

The premerger notification program was instrumental in detecting transactions that

became the subjects of merger enforcement actions, and ensuring the federal antitrust

agencies had the ability to review these transactions before consummation. The

Commission’s Premerger Notification Office (PNO) manages the administrative

responsibilities of the premerger notification program on behalf of both agencies.

BACKGROUND OF THE HSR ACT

The HSR Act amended the Clayton Act to require companies to file premerger

notifications for certain acquisitions prior to consummation.6 Reportability depends on the

value of the acquisition and, in some cases, the size of the parties as measured by their

sales and assets. Acquisitions valued below a certain threshold or involving parties with

assets and sales below a certain threshold, as well as certain classes of acquisitions

viewed as less likely to raise antitrust concerns, are excluded from the requirements.

Parties submit HSR filings to both the Commission and the Division and both agencies

review the information provided with the filings to identify transactions that require a closer

look. By agreement, however, only one antitrust agency will investigate a proposed

transaction that warrants additional scrutiny.

For most transactions that require a filing, both buyer and seller must file forms and

provide data about the relevant industry, transaction, and their own businesses. Once the

filing is complete, the parties may not close their deal until the waiting period outlined in

the HSR Act has passed. The parties typically must wait 30 days until the initial waiting

period expires (or 15 days in the case of a cash tender offer or bankruptcy sale) or until the

agencies grant early termination of the waiting period. If the investigating agency

determines that more information is needed, the HSR Act authorizes the agency to issue a

request for additional information and documentary material (Second Request).7 Once

both parties have substantially complied with their Second Requests, the agency has an

additional 30 days under the statute (or 10 days after the buyer has substantially complied

in the case of a cash tender offer or bankruptcy sale). This additional time provides the

agency with the opportunity to analyze the information and take action if necessary before

the transaction is consummated. The investigating agency may challenge the transaction if

the agency believes that a proposed transaction may substantially lessen competition or

tend to create a monopoly in violation of the antitrust laws.

include only those abandonments that were the result of the agencies’ scrutiny revealing competitive

concerns.

Section 7A of the Clayton Act, 15 U.S.C. § 18a.

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.”).

The primary purpose of the HSR Act is to provide federal antitrust enforcement

agencies with the opportunity to investigate potentially anticompetitive mergers and

acquisitions before they are consummated. The premerger notification program, with its

filing and waiting period requirements, facilitates this goal.

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 resulted in interim harm to

consumers and forced the agencies to engage in lengthy post-acquisition litigation. The

harm to consumers continued indefinitely in cases where effective post-acquisition relief

was not practicable. The Commission, with the Division’s concurrence, first implemented

the premerger notification program in 1978. Since then, the federal antitrust agencies’

ability to obtain timely, effective relief for consumers has significantly improved.

STATISTICS ON PREMERGER NOTIFICATION

The appendices to this Report provide statistics related to the premerger

notification program. Appendix A shows, for the ten-year period covering fiscal years 2015–

2024, 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.8 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

2015 through 2024.

The statistics show that the number of transactions reported in fiscal year 2024

increased from fiscal year 2023, while remaining generally in line with the number of

reported transactions over the past decade. Of the 1,973 (adjusted) transactions reported

in fiscal year 2024,9 the Commission issued 30 Second Requests and the Division issued

29 Second Requests. See Table I in Exhibit A and Figure 3 below.

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.

The total number of reported transactions (2,031) was adjusted to account for: (1) incomplete submissions;

(2) transactions pursuant to exemption provisions of Section 7A(c)(6) and 7A(c)(8) of the Clayton Act; (3)

transactions that were found to be non-reportable; and (4) transactions withdrawn before the statutory

waiting period began. See Appendix A n.2. The adjusted number of transactions is the baseline for the data

presented in the tables and the percentages discussed in this Report.

Percentage of Transactions Resulting in Second Request

Fiscal Years 2015-2024

4.5%

4.0%

3.0%

Percent of Transactions

3.5%

3.0%

2.7%

3.0%

2.6%

2.2%

2.5%

2.1%

1.9%

1.6%

2.0%

1.5%

1.0%

0.5%

0.0%

2015

2016

2017

2018

2019

2020

Fiscal year

2021

2022

2023

2024

(Figure 3)

Tables I through XI in Exhibit A contain information regarding the agencies’

enforcement activities for transactions reported in fiscal year 2024. 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 2024, the agencies

received clearance to conduct an initial investigation in 9.3% 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 2024, the aggregate dollar value of reported transactions

was $2.1 trillion.10

Tables X and XI11 provide the number of transactions, by broad industry group, in

which the acquiring person and the acquired entity, respectively, derived the most

The information on the value of reported adjusted transactions for fiscal year 2024 is drawn from a

database maintained by the Premerger Notification Office.

An updated HSR Form that became effective on February 10, 2025, eliminated the parties’ requirement to

provide granular revenue reporting by NAICS code. 89 Fed. Reg. 89,216 (Nov. 12, 2024). As a result, the HSR

Report for fiscal year 2025 will not include these tables, as the HSR Form no longer collects the data

necessary to produce them.

revenue. Figure 4 illustrates the percentage of adjusted transactions within industry groups

for fiscal year 2024 based on the acquired entity’s operations, reflecting the breadth of the

agencies’ experience in reviewing transactions that impact every sector of the U.S.

economy.12

Percentage of Transactions By Industry Group of Acquired Entity

Fiscal Year 2024

Health Services,

3.1%

Chemicals &

Pharmaceuticals,

2.8%

Transportation, 3.5%

Energy & Natural

Resources, 7.8%

Consumer Goods &

Services, 29.2%

Information

Technology, 7.5%

Other, 24.3%

Manufacturing,

12.2%

Banking &

Insurance, 9.6%

(Figure 4)

MERGER ENFORCEMENT ACTIVITY

Federal Trade Commission

The Commission’s merger enforcement efforts encompass critically important

markets, including healthcare, technology, energy, defense, consumer goods and

services, labor, and manufacturing.13 In February 2024, the Commission challenged

Kroger’s $24.6 billion proposed acquisition of Albertsons, alleging that the transaction—

the largest supermarket deal in history—would eliminate fierce competition between the

two supermarket chains, leading to higher prices for groceries and other essential

household items for millions of Americans. The Commission, along with a bipartisan

coalition of nine state attorneys general, won a preliminary injunction to block this

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

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

This section only includes examples of matters where the agency took its first public action during fiscal

year 2024. See supra n. 2.

transaction in December 2024. Kroger and Albertsons abandoned their deal shortly after

the Commission prevailed in federal court.

In December 2023, the Commission filed suit to block Sanofi’s proposed

acquisition of an exclusive license to Maze Therapeutics Inc.’s therapy in development for

the treatment of Pompe disease, a debilitating and potentially fatal genetic disorder.

According to the complaint, Maze’s developmental drug threatened to undermine Sanofi’s

monopoly for the treatment of this condition by providing patients with a less costly and

less burdensome oral course of treatment, as compared to Sanofi’s biweekly intravenous

infusions, allowing Sanofi to continue charging patients over $750,000 for an annual

course of treatment. In the face of the Commission’s challenge, Sanofi terminated its

proposed acquisition.

On November 17, 2023, the Commission sued to block John Muir Health’s

proposed $142.5 million deal to acquire sole ownership of San Ramon Regional Medical

Center, LLC. According to the complaint, the deal would have eliminated vital head-tohead competition between John Muir and San Ramon Regional, driving up healthcare costs

for Californians in the I-680 corridor. On December 15, 2023, John Muir Health announced

it would terminate the proposed deal.

In January 2024, the Commission sued to block Novant Health from acquiring two

North Carolina hospitals from Community Health Systems for $320 million. The complaint

alleged that the proposed merger would allow Novant to control nearly 65% of the market

for inpatient general acute care services in the Lake Norman area, leading to higher prices

and reduced quality and innovation. Following a district court decision denying the FTC’s

request for a preliminary injunction, the U.S. Court of Appeals for the Fourth Circuit

reversed the district court and granted an injunction. Shortly thereafter, the parties

abandoned their transaction.

The Commission also challenged Tapestry’s $8.5 billion proposed acquisition of

Capri. The complaint alleged that the deal would have combined three closely competing

handbag brands – Tapestry’s Coach and Kate Spade brands and Capri’s Michael Kors

brand. According to the complaint, millions of Americans would have lost the benefit of

head-to-head competition on price, discounts and promotions, innovation, design, and

marketing, and employees would have lost the benefit of competition on wages and

workplace benefits. Following an evidentiary hearing in October 2024, the district court

granted the FTC’s motion for a preliminary injunction and the parties subsequently

terminated their merger agreement.

Department of Justice

The Antitrust Division worked to protect competition in critical industries, including

groceries, healthcare, technology, agriculture, manufacturing, transportation and

insurance. The Division also successfully defended on appeal its victory to unwind an

unprecedented series of agreements between American Airlines and JetBlue designed to

consolidate the two airlines’ operations in Boston and New York City with effects

resembling those of a merger.14 The Division’s merger enforcement efforts highlight the

Division’s commitment to protecting competition for consumers across key industries. In

January 2023, Chiquita, through its Fresh Express subsidiary, agreed to acquire Dole’s

Fresh Vegetables Division for $308 million. The transaction would have combined two of

the largest suppliers of packaged salads with potential harm to upstream input markets for

the purchase of leafy greens and other vegetables and downstream markets for the sale of

packaged salads. These potential harms included lower purchase prices and less

favorable contract terms for suppliers of leafy greens and other vegetables and higher

prices for and reduced output of packaged salads for American households. The parties

abandoned the transaction in March 2024 following an investigation by the Antitrust

Division.

In March 2024, UnitedHealth Group, an integrated healthcare conglomerate,

announced a proposed acquisition of physician group Stewardship Health and related

assets. This transaction raised questions about quality of care, cost of care, and working

conditions for doctors, nurses, and other healthcare providers. Stewardship Health’s

parent company filed for bankruptcy in May 2024. UnitedHealth Group abandoned the

proposed transaction in July 2024, following scrutiny from the Antitrust Division.

In September 2022, Adobe, maker of Photoshop, Acrobat, and Illustrator,

announced plans to acquire Figma, a leading designer of web-based collaboration

software, for about $20 billion in cash and stock. This acquisition would have eliminated

Adobe’s incentive to compete with Figma on collaboration software and the threat Figma

posed to Adobe’s Photoshop and Illustrator software monopolies. In December 2023,

Adobe and Figma announced they would abandon the transaction after the Division, as

well as other antitrust enforcers, expressed concern about its threat to competition in

software markets.

In February 2023, International Consolidated Airlines Group (IAG), parent of British

Airways and Iberia, announced it had agreed to acquire sole control of Spanish airline Air

Europa for €400 million. This transaction would have reduced competition on multiple

routes between the United States and Spain. If consummated, the transaction may have

resulted in higher fares and higher barriers to entry by competing airlines. IAG and Air

Europa announced they would abandon the transaction in August 2024 following an

investigation by the Division and others.

In July 2023, TopBuild Corp. announced plans to acquire Specialty Products &

Insulation. This acquisition would have eliminated head-to-head competition between the

companies, which are two of the largest providers of building insulation and complex

mechanical machinery. After the Antitrust Division investigated the merger and concluded

United States v. American Airlines Group Inc., 121 F.4th 209 (1st Cir. 2024).

that it likely threatened competition, the parties abandoned the proposed transaction in

April 2024.

PREMERGER COMPLIANCE ACTIONS

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 compliance investigations in fiscal year 2024. 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 Clayton 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

$51,744 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 2024, 32 post-consummation “corrective” filings were received, and the agencies

brought and settled two civil penalty actions, resulting in approximately $4.5 million in civil

penalties.

In United States v. Ryan Cohen, the complaint alleged that Mr. Cohen, the CEO of

GameStop and founder and former CEO of Chewy, Inc., violated the HSR Act by failing to

file for an acquisition of Wells Fargo voting securities. According to the complaint, Cohen’s

acquisition of the voting securities was not exempt under the Investment-Only Exemption

because when acquiring the shares, Cohen intended to influence Wells Fargo’s business

decisions. Under the terms of a negotiated settlement, Mr. Cohen agreed to pay a

$985,320 civil penalty. On December 4, 2024, the district court entered the final judgment.

In United States v. Legends Hospitality Parent Holdings, LLC, the complaint alleged

that Legends Hospitality Parent Holdings, LLC engaged in illegal premerger coordination

with ASM Global Inc. while Legend’s proposed acquisition of ASM was under antitrust

Civil monetary penalties 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 $46,517 effective

Jan. 10, 2022 (87 Fed. Reg. 1070 (Jan. 10, 2021)), to $50,120 effective January 11, 2022, (88 Fed. Reg. 1499

(Jan. 11, 2023)), and to $51,744 effective January 10, 2024 (89 Fed. Reg. 1445 (Jan. 10, 2024)).

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.

review by the Division. More specifically, the complaint alleged that before the expiration

of the HSR Act’s mandatory premerger waiting period, Legends exercised operational

control over aspects of ASM’s venue management services. A proposed final judgment,

filed concurrently with the complaint, required Legends to pay a $3.5 million civil penalty

for violating the HSR Act, agree to certain restrictions, and establish an antitrust

compliance program. On December 9, 2024, the court entered the final judgment.

PUBLIC ENGAGEMENT

The Commission’s PNO staff continued to engage with the business community on

the premerger notification process during fiscal year 2024. This included providing

information about the reportability of transactions under the HSR Act, and the details

involved in completing and filing the premerger notification form, or HSR Form. The PNO’s

website serves as HSR practitioners’ primary source of information on the HSR Form and

instructions, current filing thresholds and fees, notices of grants of early termination, and

procedures for submitting post-consummation filings. The website also provides training

materials for new practitioners, responses to frequently asked questions, staff’s

nonbinding informal interpretations of the rules, information on scheduled HSR events,

and staff contact information.

DEVELOPMENTS AND ONGOING ASSESSMENT

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

premerger notification program on antitrust enforcement and the business community.

The agencies 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 agencies continue to examine ways to

increase accessibility, promote transparency, and improve the investigative process to

reduce the burden on the filing parties while ensuring that agencies receive sufficient

information to analyze the underlying transaction.

In fiscal year 2024, there were two developments in the premerger notification

program: (1) threshold adjustments as required by statute, and (2) updates to the HSR

Form to facilitate more efficient review of HSR filings during the initial statutory waiting

period.

Threshold Adjustments

On February 5, 2024, the Commission published a notice17 to reflect adjustment of

the reporting thresholds as required by the 2000 amendments18 to Section 7A of the

89 Fed. Reg. 7708 (Feb. 5, 2024).

15 U.S.C. §18a(a). See Pub. L. No. 106-553, 114 Stat. 2762. The 2000 amendments to the HSR Act require

the Commission to publish adjustments to the jurisdictional and filing fee thresholds in the Federal Register

Clayton Act. The thresholds are calculated based on the prior year’s gross national

product. The revised thresholds, including an increase in the size of transaction threshold

from $111.4 million to $119.5 million, became effective March 6, 2024. In addition, the

Commission announced revised HSR filing fees based on the size of the proposed

transaction as required by the 2023 Consolidated Appropriations Act,19 which requires the

FTC to revise HSR filing fees on an annual basis based on an amount equal to the

percentage increase, if any, in the consumer price index to the adjustment of the reporting

thresholds.

Updated HSR Form

In October 2024, the Commission and Antitrust Division finalized changes to the

HSR Form and instructions, marking the first time in 45 years that the agencies have

undertaken a top-to-bottom review of the information required in the Form. The updated

Form requires the parties to provide additional information on their proposed transaction,

the structure of entities involved, and the markets where they compete, enabling the

agencies to more quickly and effectively screen transactions for potential competition

issues within the initial statutory waiting period, which is typically 30 days. The updated

Form went into effect on February 10, 2025. It is subject to ongoing litigation in U.S. district

court.

***

Leadership at both agencies commend staff 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 pursue law enforcement before injury to

American consumers can arise.

annually 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.

Public Law 117-328.

LIST OF APPENDICES

Appendix A:

Summary of Transactions, Fiscal Years 2015–2024

Appendix B:

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

2015-2024

LIST OF EXHIBITS

Exhibit A:

Statistical Tables for Fiscal Year 2024 – Data Profiling Hart-Scott-Rodino

Notification Filings and Enforcement Actions

Exhibit B:

Summary letters required by Section 102(c) of the Merger Fee Modernization

Act of 2022, including the information required under Sections 102(a) and (b) of

the MMA.

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 2015–2024

APPENDIX A

SUMMARY OF TRANSACTIONS BY FISCAL YEAR

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

Transactions Reported

1,801

1,832

2,052

2,111

2,089

1,637

3,520

3,152

1,805

2,031

Filings Received 1

3,585

3,674

4,083

4,188

4,142

3,249

7,002

6,288

3,515

4,022

Adjusted Transactions In Which A Second

Request Could Have Been Issued 2

1,754

1,772

1,992

2,028

2,030

1,580

3,413

3,029

1,735

1,973

Investigations in Which Second Requests

Were Issued

1.1%

1.4%

1.7%

1.3%

1.5%

1.3%

0.8%

1.4%

1.5%

1.6%

0.9%

1.5%

1.6%

0.7%

0.6%

1.5%

1,366

1,374

1,552

1,500

1,507

1,133

2,124

1,345

780

858

Granted5

1,086

1,102

1,220

1,170

1,107

861

417

Not Granted5

280

272

332

330

400

272

1,707

1,340

780

855

FTC 3

Percent 4

DOJ3

Percent4

Transactions Involving a Request For Early

Termination5

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

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

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

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

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

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

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

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

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

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

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

component values due to rounding.

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

APPENDIX B

NUMBER OF TRANSACTIONS REPORTED AND

FILINGS RECEIVED BY MONTH

FOR

FISCAL YEARS 2015-2024

APPENDIX B

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

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

October

144

168

163

174

211

151

202

432

172

146

November

157

243

215

207

254

206

400

575

207

208

December

122

157

148

160

157

164

204

279

170

154

January

118

117

153

170

150

154

210

233

139

163

February

140

127

153

141

145

138

278

206

150

139

March

128

125

146

178

156

136

322

221

122

123

April

131

129

150

140

163

261

218

114

159

May

152

168

209

222

191

299

211

139

175

June

155

150

191

177

161

117

299

202

145

160

July

170

140

146

180

170

110

329

184

146

200

August

216

166

219

223

173

170

353

197

162

203

September

168

142

159

139

158

162

363

194

139

201

TOTAL

1,801

1,832

2,052

2,111

2,089

1,637

3,520

3,152

1,805

2,031

APPENDIX B

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

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

October

289

345

329

336

421

298

454

870

346

299

November

322

483

416

417

505

413

825

1,187

467

403

December

239

314

297

319

308

329

364

552

287

312

January

244

236

307

316

287

309

399

431

273

321

February

257

249

298

304

295

269

564

407

226

268

March

252

265

302

338

308

270

616

440

243

255

April

265

249

290

285

335

145

524

434

225

320

May

305

331

402

424

365

137

623

420

273

350

June

322

304

388

365

349

212

573

407

301

310

July

327

284

291

364

306

208

659

365

279

381

August

425

339

446

433

358

336

717

407

319

436

September

338

275

317

287

305

323

684

368

276

367

TOTAL

3,585

3,674

4,083

4,188

4,142

3,249

7,002

6,288

3,515

4,022

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 2024

DATA PROFILING HART-SCOTT-RODINO PREMERGER NOTIFICATION

FILINGS AND ENFORCEMENT ACTIONS

TABLE I

FISCAL YEAR 20241

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

TRANSACTION RANGE

GROUP

NUMBER

PERCENT OF

TRANSACTION RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

50M - 100M 5

0.2%

0.0%

100M - 150M 5

129

6.5%

0.8%

2.3%

3.1%

0.0%

0.8%

150M - 200M 5

315

16.0%

1.9%

1.3%

3.2%

0.3%

0.6%

1.0%

200M - 300M 5

237

12.0%

3.8%

3.0%

6.8%

0.4%

0.8%

300M - 500M 5

235

11.9%

2.6%

2.1%

4.7%

0.4%

0.9%

1.3%

500M - 1000M5

548

27.8%

2.9%

5.8%

0.7%

1.3%

2.0%

1000M - 10B 5

488

24.7%

11.7%

8.8%

20.5%

3.5%

2.9%

6.4%

0.9%

47.1%

17.6%

64.7%

35.3%

11.8%

47.1%

1,973

100.0%

103

5.2%

4.1%

9.3%

1.5%

3.0%

Over 10B

ALL TRANSACTIONS

TABLE II

FISCAL YEAR 20241

ACQUISITIONS BY SIZE OF TRANSACTION (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

SECOND REQUEST INVESTIGATIONS 3

PERCENTAGE OF

TOTAL NUMBER OF

CLEARANCES

NUMBER

PERCENTAGE OF

TOTAL NUMBER OF

SECOND REQUESTS

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

LESS THAN 50M 5

0.0%

LESS THAN 100M 5

0.2%

0.0%

LESS THAN 150M 5

133

6.7%

0.5%

1.6%

2.2%

0.0%

1.7%

LESS THAN 200M 5

448

22.7%

3.8%

7.6%

1.7%

5.1%

6.8%

LESS THAN 300M 5

685

34.7%

8.7%

7.6%

16.3%

3.4%

6.8%

10.2%

LESS THAN 500M 5

920

46.6%

12.0%

10.3%

22.3%

5.1%

10.2%

15.3%

LESS THAN 1000M 5

1,416

71.8%

18.5%

19.0%

37.5%

10.2%

18.6%

28.8%

1,956

99.1%

51.6%

42.4%

94.0%

40.7%

45.8%

86.4%

ALL TRANSACTIONS

1,973

103

56.0%

44.0%

100.0%

50.8%

49.2%

100.0%

LESS THAN 10B

TABLE III

FISCAL YEAR 20241

TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY

CLEARANCE GRANTED AS A PERCENTAGE OF:

CLEARANCES

GRANTED TO

AGENCY

TRANSACTION RANGE

($MILLIONS)

TRANSACTIONS IN EACH

TRANSACTION RANGE

GROUP

TOTAL NUMBER

OF CLEARANCES

PER AGENCY

TOTAL NUMBER OF

CLEARANCES

GRANTED

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

50M - 100M 5

0.0%

100M - 150M 5

0.8%

2.3%

3.1%

1.0%

3.7%

0.5%

1.6%

2.2%

150M - 200M 5

1.9%

1.3%

3.2%

5.8%

4.9%

3.3%

2.2%

5.4%

200M - 300M 5

3.8%

3.0%

6.8%

8.7%

8.6%

4.9%

3.8%

8.7%

300M - 500M 5

2.6%

2.1%

4.7%

5.8%

6.2%

3.3%

2.7%

6.0%

500M - 1000M5

2.9%

5.8%

15.5%

19.8%

8.7%

17.4%

1000M - 10B 5

100

11.7%

8.8%

20.5%

55.3%

53.1%

31.0%

23.4%

54.3%

47.1%

17.6%

64.7%

7.8%

3.7%

4.3%

1.6%

6.0%

103

184

5.2%

4.1%

9.3%

100.0%

56.0%

44.0%

100.0%

Over 10B

ALL TRANSACTIONS

TABLE IV

FISCAL YEAR 20241

TRANSACTIONS IN WHICH SECOND REQUESTS WERE ISSUED

TRANSACTION RANGE

($MILLIONS)

INVESTIGATIONS IN

WHICH A SECOND

REQUEST WAS

ISSUED 3

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:

TOTAL NUMBER OF

TRANSACTIONS

TRANSACTIONS IN

EACH TRANSACTION

RANGE GROUP

TOTAL NUMBER OF

SECOND REQUEST

INVESTIGATIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

50M - 100M 5

0.0%

100M - 150M 5

0.0%

0.1%

0.0%

0.8%

0.0%

1.7%

150M - 200M 5

0.1%

0.2%

0.3%

0.6%

1.0%

1.7%

3.4%

5.1%

200M - 300M 5

0.1%

0.4%

0.8%

1.7%

3.4%

300M - 500M 5

0.1%

0.2%

0.4%

0.9%

1.3%

1.7%

3.4%

5.1%

500M - 1000M5

0.2%

0.4%

0.6%

0.7%

1.3%

2.0%

6.8%

11.9%

18.6%

1000M - 10B 5

0.9%

0.7%

1.6%

3.5%

2.9%

6.4%

28.8%

23.7%

52.5%

0.3%

0.1%

0.4%

35.3%

11.8%

47.1%

10.2%

3.4%

13.6%

1.5%

3.0%

1.5%

3.0%

50.8%

49.2%

100.0%

Over 10B

ALL TRANSACTIONS

TABLE V

FISCAL YEAR 20241

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)

125

6.3%

0.8%

1.6%

0.0%

$100M (as adjusted)

178

9.0%

1.1%

1.7%

2.8%

0.0%

$500M (as adjusted)

2.3%

6.5%

8.7%

15.2%

0.0%

2.2%

25%

0.1%

0.0%

50%

767

38.9%

6.9%

4.7%

11.6%

2.2%

2.1%

4.3%

ASSETS ONLY

207

10.5%

9.7%

4.3%

14.0%

0.0%

NCI

649

32.9%

3.7%

4.3%

8.0%

2.0%

1.8%

3.9%

ALL TRANSACTIONS

1,973

100.0%

103

5.2%

4.1%

9.3%

1.5%

3.0%

TABLE VI

FISCAL YEAR 20241

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

245

12.4%

1.6%

1.2%

2.9%

0.4%

0.0%

0.4%

50M - 100M

1.3%

0.0%

100M - 150M

1.0%

0.0%

150M - 200M

1.1%

0.0%

200M - 300M

185

9.4%

1.1%

2.2%

0.5%

1.1%

1.6%

300M - 500M

100

5.1%

3.0%

2.0%

5.0%

0.0%

1.0%

500M - 1000M

169

8.6%

3.0%

5.9%

0.6%

1.2%

1.8%

1000M – 10B

651

33.0%

4.1%

8.3%

1.1%

1.4%

2.5%

Over 10B

557

28.2%

11.1%

7.5%

18.7%

3.6%

2.7%

6.3%

ALL TRANSACTIONS

1,973

100.0%

103

5.2%

4.1%

9.3%

1.5%

3.0%

TABLE VII

FISCAL YEAR 20241

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

207

10.5%

2.4%

0.5%

2.9%

0.5%

0.0%

0.5%

50M - 100M

3.2%

1.6%

4.8%

0.0%

1.6%

100M - 150M

1.9%

0.0%

5.4%

0.0%

2.7%

150M - 200M

2.4%

0.0%

2.1%

0.0%

200M - 300M

104

5.3%

1.0%

0.0%

1.0%

0.0%

300M - 500M

133

6.7%

0.8%

3.8%

4.5%

0.8%

1.5%

2.3%

500M - 1000M

165

8.4%

1.8%

4.8%

6.7%

0.6%

1.2%

1000M – 10B

592

30.0%

5.6%

5.1%

10.6%

1.5%

2.2%

3.7%

Over 10B

399

20.2%

14.3%

7.8%

22.1%

4.3%

2.8%

7.0%

Sales Not Available 7

226

11.5%

0.4%

0.9%

1.3%

0.4%

0.0%

0.4%

ALL TRANSACTIONS

1,973

100.0%

103

5.2%

4.1%

9.3%

1.5%

3.0%

TABLE VIII

FISCAL YEAR 20241

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

Assets Not Available 8

213

10.8%

5.2%

6.6%

11.7%

0.9%

2.8%

3.8%

Below 50M

232

11.8%

1.3%

2.6%

0.4%

0.9%

50M - 100M

202

10.2%

1.5%

3.0%

0.0%

1.0%

100M - 150M

159

8.1%

5.0%

0.6%

5.7%

0.6%

0.0%

0.6%

150M - 200M

112

5.7%

4.5%

3.6%

8.0%

0.9%

1.8%

2.7%

200M - 300M

146

7.4%

3.4%

6.8%

1.4%

2.7%

300M - 500M

176

8.9%

6.8%

1.1%

8.0%

0.6%

0.0%

0.6%

500M - 1000M

214

10.8%

6.5%

5.6%

12.1%

1.4%

2.8%

1000M – 10B

343

17.4%

9.3%

8.5%

17.8%

4.1%

2.9%

7.0%

Over 10B

176

8.9%

5.7%

4.5%

10.2%

2.8%

1.7%

4.5%

1,973

100.0%

103

5.2%

4.1%

9.3%

1.5%

3.0%

ALL TRANSACTIONS

TABLE IX

FISCAL YEAR 20241

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

288

14.6%

4.5%

1.7%

6.3%

0.7%

1.4%

50M - 100M

291

14.7%

4.1%

8.2%

0.3%

1.0%

1.4%

100M - 150M

185

9.4%

2.7%

2.2%

4.9%

0.5%

1.1%

1.6%

150M - 200M

150

7.6%

2.7%

0.7%

3.3%

0.7%

1.3%

200M - 300M

180

9.1%

2.8%

2.2%

5.0%

1.1%

1.7%

2.8%

300M - 500M

194

9.8%

4.1%

4.6%

8.8%

0.5%

1.5%

2.1%

500M - 1000M

161

8.2%

6.2%

8.1%

14.3%

2.5%

1.9%

4.3%

1000M – 10B

298

15.1%

10.4%

8.1%

18.5%

5.0%

3.0%

8.1%

Over 10B

130

6.6%

5.4%

6.9%

12.3%

2.3%

1.5%

3.8%

Sales not Available 10

4.9%

8.3%

0.0%

8.3%

0.0%

1.0%

ALL TRANSACTIONS

1,973

100.0%

103

5.2%

4.1%

9.3%

1.5%

3.0%

TABLE X

FISCAL YEAR 2024 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

000 13

Not Available

112 13

Animal Production and Aquaculture

113 13

Forestry and Logging

115 13

Support Activities for Agriculture and Forestry

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 Manufacturing

312 13

Beverage and Tobacco Product 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 Products Manfuacturing

327 13

Nonmetallic Mineral Product Manufacturing

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2023 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

227

11.5%

-2.4%

0.2%

0.1%

0.2%

0.1%

2.1%

-0.1%

0.5%

0.3%

0.4%

-0.2%

1.5%

-0.7%

0.3%

0.9%

0.1%

1.1%

-0.1%

2.1%

0.1%

0.5%

-0.2%

0.1%

0.5%

0.0%

0.5%

-0.2%

0.5%

0.3%

0.6%

0.0%

117

5.9%

0.4%

0.7%

-0.2%

0.6%

0.0%

TABLE X

FISCAL YEAR 2024 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

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

Transportation Equipment Manufacturing

336 13

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 Electronic Markets and Agent and Brokers

441 13

Motor Vehicle and Parts Dealers

442 13

Furniture and Home Furnishing Stores

444 13

Building Materials and Garden Equipment and Supplies

Dealers

445 13

Food and Beverage Stores

446 13

Health and Personal Care Stores

447 13

Gasoline Stations

448 13

Clothing and Clothing Accessories Stores

451 13

Sporting Goods, Hobby, Musical Instrument, and Book

Stores

General Merchandise Stores

452 13

453 13

Miscellaneous Store Retailers

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2023 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.6%

-0.1%

1.2%

0.5%

1.8%

0.0%

1.8%

0.4%

0.5%

0.0%

1.1%

-0.1%

0.1%

0.0%

1.4%

0.2%

4.6%

0.5%

4.7%

-0.2%

0.1%

-0.1%

0.4%

-0.9%

0.1%

0.0%

0.2%

0.1%

0.2%

0.0%

0.2%

-0.3%

0.4%

-0.1%

0.4%

0.0%

0.7%

0.5%

0.1%

-0.1%

0.1%

0.0%

TABLE X

FISCAL YEAR 2024 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

454 13

Nonstore Retailers

481 13

Air Transportation

483 13

Water Transportation

484 13

Truck Transportation

485 13

Transit and Ground Passenger Transportation

486 13

Pipeline Transportation

488 13

Support Actitivies for Transportation

492 13

Couriers and Messengers

493 13

Warehousing and Storage

511 13

Publishing Industries (except Internet)

512 13

Motion Picture and Sound Recording Industries

515 13

Broadcasting (except Internet)

517 13

Telecommunications

518 13

Data Processing, Hosting, and Related Services

519 13

Other Information Services

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

531 13

Real Estate

532 13

Rental and Leasing Services

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2023 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.3%

-0.3%

0.4%

0.3%

0.4%

-0.1%

0.4%

-0.3%

0.1%

-0.2%

0.4%

-0.1%

1.2%

0.1%

0.0%

0.1%

0.0%

3.6%

0.7%

0.4%

-0.1%

0.2%

-0.1%

1.2%

0.6%

1.4%

0.5%

1.1%

0.4%

1.4%

-0.4%

228

11.6%

1.1%

3.8%

0.2%

4.6%

2.4%

0.7%

0.2%

0.9%

0.2%

TABLE X

FISCAL YEAR 2024 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

533 13

541 13

INDUSTRY DESCRIPTION

Lessors of Nonfinancial Intangible Assets (except

Copyrighted Works)

Professional, Scientific, and Technical Services

551 13

Management of 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 and Residential Care Facilities

624 13

Social Assistance

711 13

Performing Arts, Spectator Sports, and Related Industries

713 13

Amusement, Gambling, and Recreation Industries

721 13

Accommodation

722 13

Food Services and Drinking Places

811 13

Repair and Maintenance

812 13

Personal and Laundry Services

813 13

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2023 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.9%

0.2%

143

7.2%

0.6%

0.1%

-0.1%

1.6%

-1.5%

0.7%

0.1%

0.7%

0.4%

1.3%

-0.4%

1.4%

-0.2%

0.1%

0.0%

0.1%

0.0%

0.1%

-0.2%

0.4%

-0.1%

0.4%

0.3%

0.5%

-0.2%

0.2%

-0.3%

0.2%

0.0%

-0.1%

1,973

100.0%

103

184

TABLE XI

FISCAL YEAR 2024

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2023 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

4.4%

0.9%

112 13

Animal Production and Aquaculture

0.1%

115 13

Support Activities for Agriculture and Forestry

0.1%

0.0%

211 13

Oil and Gas Extraction

2.8%

0.3%

212 13

Mining (except Oil and Gas)

0.6%

-0.1%

213 13

Support Activities for Mining

0.6%

-0.1%

221 13

Utilities

2.8%

0.1%

236 13

Construction of Buildings

0.4%

0.1%

237 13

Heavy and Civil Engineering Construction

0.7%

0.0%

238 13

Specialty Trade Contractors

1.7%

0.2%

311 13

Food Manufacturing

2.3%

0.0%

312 13

Beverage and Tobacco Product Manufacturing

0.5%

-0.1%

313 13

Textile Mills

0.2%

0.1%

314 13

Textile Product Mills

0.1%

315 13

Apparel Manufacturing

0.2%

0.1%

321 13

Wood Product Manufacturing

0.3%

-0.3%

322 13

Paper Manufacturing

0.5%

-0.1%

323 13

Printing and Related Support Actitivies

0.4%

0.2%

324 13

Petroleum and Coal Products Manufacturing

1.0%

0.6%

325 13

Chemical Manufacturing

2.8%

-2.0%

326 13

Plastics and Rubber Products Manfuacturing

0.8%

0.1%

TABLE XI

FISCAL YEAR 2024

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2023 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

327 13

Nonmetallic Mineral Product Manufacturing

0.6%

0.0%

331 13

Primary Metal Manufacturing

0.5%

-0.1%

332 13

Fabricated Metal Product Manufacturing

1.4%

0.4%

333 13

Machinery Manufacturing

2.1%

0.1%

334 13

Computer and Electronic Product Manufacturing

2.4%

0.2%

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

1.2%

0.6%

2.1%

0.6%

337 13

Furniture and Related Product Manufacturing

0.2%

0.1%

339 13

Miscellaneous Manufacturing

1.5%

0.1%

423 13

Merchant Wholesalers, Durable Goods

111

5.6%

0.1%

424 13

Merchant Wholesales, Nondurable Goods

3.4%

-1.7%

425 13

Wholesale Electronic Markets and Agent and Brokers

0.2%

0.0%

441 13

Motor Vehicle and Parts Dealers

0.6%

-0.7%

443 13

Electronics and Appliance Stores

0.1%

444 13

Building Materials and Garden Equipment and Supplies Dealers

0.1%

-0.1%

445 13

Food and Beverage Stores

0.2%

0.0%

446 13

Health and Personal Care Stores

0.4%

-0.4%

447 13

Gasoline Stations

0.4%

-0.2%

448 13

Clothing and Clothing Accessories Stores

0.5%

0.0%

451 13

Sporting Goods, Hobby, Musical Instrument, and Book Stores

0.1%

452 13

General Merchandise Stores

1.2%

1.0%

336 13

TABLE XI

FISCAL YEAR 2024

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2023 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

454 13

Nonstore Retailers

0.9%

-0.4%

481 13

Air Transportation

0.5%

0.2%

482 13

Railroad Transportation

0.1%

483 13

Water Transportation

0.5%

0.2%

484 13

Truck Transportation

0.5%

-0.4%

485 13

Transit and Ground Passenger Transportation

0.1%

-0.2%

486 13

Pipeline Transportation

0.8%

0.1%

488 13

Support Actitivies for Transportation

1.1%

0.0%

492 13

Couriers and Messengers

0.2%

0.1%

493 13

Warehousing and Storage

0.2%

-0.4%

511 13

Publishing Industries (except Internet)

144

7.3%

0.9%

512 13

Motion Picture and Sound Recording Industries

0.7%

0.1%

514 13

Information Services and Data Processing Services (Old)

0.1%

515 13

Broadcasting (except Internet)

0.3%

-0.2%

516 13

Internet Publishing and Broadcasting (Old)

0.1%

517 13

Telecommunications

1.1%

-0.3%

518 13

Data Processing, Hosting, and Related Services

2.7%

0.6%

519 13

Other Information Services

1.2%

0.2%

522 13

Credit Intermediation and Related Activities

1.8%

-0.1%

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

Insurance Carriers and Related Actitivities

2.5%

-1.6%

3.8%

0.5%

524 13

TABLE XI

FISCAL YEAR 2024

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2023 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

525 13

Funds, Trusts, and Other Financial Vehicles

0.5%

0.3%

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

1.2%

0.3%

541 13

259

13.1%

2.4%

561 13

Administrative and Support Services

2.4%

-0.5%

562 13

Waste Management and Remediation Services

0.8%

-0.7%

611 13

Educational Services

0.6%

-0.2%

621 13

Ambulatory Health Care Services

1.7%

-0.2%

622 13

Hospitals

1.2%

-0.1%

623 13

Nursing and Residential Care Facilities

0.1%

-0.2%

624 13

Social Assistance

0.2%

0.0%

711 13

Performing Arts, Spectator Sports, and Related Industries

0.6%

-0.1%

713 13

Amusement, Gambling, and Recreation Industries

0.6%

-0.3%

721 13

Accommodation

0.5%

0.4%

722 13

Food Services and Drinking Places

0.6%

-0.1%

811 13

Repair and Maintenance

0.6%

-0.3%

812 13

Personal and Laundry Services

0.3%

0.0%

813 13

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

Administration of Economic Programs

0.1%

0.0%

0.1%

926 13

TABLE XI

FISCAL YEAR 2024

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

1,973

CLEARANCE

GRANTED TO FTC

OR DOJ

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2023 12

FTC

DOJ

TOTAL

100.0%

103

184

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

1 Fiscal year 2024 figures include transactions reported between October 1, 2023 and September 30, 2024.

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 2024, 2,031 transactions were reported under the HSR Premerger Notification program. The smaller number, 1,973, 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 2024 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 2023 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.

EXHIBIT B

Summary letters required by Section 102(c) of the

Merger Fee Modernization Act of 2022, including the information

required under Sections 102(a) and (b) of the MMA.

UNITED STATES OF AMERICA

FEDERAL TRADE COMMISSION

Washington, DC 20580

July 1, 2025

The Honorable Jim Jordan

Chairman, Committee on the Judiciary

U.S. House of Representatives

Washington, DC 20515

The Honorable Jamie Raskin

Ranking Member, Committee on the Judiciary

U.S. House of Representatives

Washington, D.C. 20515

The Honorable Scott Fitzgerald

Chairman, Subcommittee on the Administrative State, Regulatory Reform, and Antitrust

U.S. House of Representatives

Washington, D.C. 20515

The Honorable Jerry Nadler

Ranking Member, Subcommittee on the Administrative State, Regulatory Reform, and Antitrust

U.S. House of Representatives

Washington, D.C. 20515

Dear Representatives Jordan, Raskin, Fitzgerald, and Nadler:

On behalf of the Federal Trade Commission and the U.S. Department of Justice’s Antitrust

Division (together, the Agencies), please find below the summary required by Section 102(c) of

the Merger Filing Fee Modernization Act of 2022 (“MMA”), including the information required

under Sections 102(a) and (b) of the MMA.

Summary of the FY2024 HSR Annual Report

In fiscal year 2024, 2,031 transactions were reported under the Hart-Scott-Rodino (“HSR”) Act,

which is in line with the number of reported transactions over the past ten years apart from the

record high in fiscal years 2021 and 2022. Approximately one-fourth of the transactions

reviewed by the Agencies were valued over $1 billion, continuing a trend in recent years toward

larger transactions.

During fiscal year 2024, the Federal Trade Commission took enforcement actions against 20

deals: six in which the Commission initiated administrative or federal court litigation; 12 in

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

during the investigation; and two in which the Commission issued consent orders for public

comment. The Antitrust Division took enforcement actions against 14 deals: 12 that the parties

abandoned; and two that were restructured after the Antitrust Division raised concerns about the

threat they posed to competition.

Section 102

(a)(1) The amount of funds made available to the Federal Trade Commission and the Department

of Justice, respectively, from the premerger notification filing fees under this section, as adjusted

by the Merger Filing Fee Modernization Act of 2022, as compared to the funds made available to

the Federal Trade Commission and the Department of Justice, respectively, from premerger

notification filing fees as the fees were determined in fiscal year 2022.

FY24 Total Fee Estimate (Oct-Sept) – applying prior fee structure

There were 1,973 billable, reportable transactions (those for which a fee is due and the

Agencies could have issued Second Requests) received in FY 2024. Actual FY 2024

collections were $489,900,539.

464

1000

505

Tier 1 Transactions @ $45,000 =

Tier 2 Transactions @ $125,000 =

Tier 3 Transactions @ $280,000 =

Total (October-Sep):

$20,880,000

$125,000,000

$141,400,000

$287,280,000

If the MMA did not apply, total collections for FY24 would have been approximately

$287,280,000, with $143,640,000 made available to the FTC and $143,640,000 made

available to the Department of Justice.

Difference due to MMA: approximately +$202,620,539

(a)(2) The total revenue derived from premerger notification filing fees, by tier, by the Federal

Trade Commission and the Department of Justice, respectively.

RESPONSE: See Appendix A, attached.

(a)(3) The gross cost of operations of the Federal Trade Commission, by Budget Activity, and

the Antitrust Division of the Department of Justice, respectively.

RESPONSE:

Gross Cost of Operations

FTC

(Dollars in Millions)

Consumer Protection

Antitrust

TOTAL

DOJ, Antitrust Division

(Dollars in Millions)

Antitrust

FY 2023

218

200

418

FY 2024

FY 2023

220

FY 2024

239

478

272

(b) (1) for actions with respect to which the record of the vote of each member of the Federal

Trade Commission is on the public record of the Federal Trade Commission, a list of each action

with respect to which the Federal Trade Commission took or declined to take action on a 3 to 2

vote; and

RESPONSE: There were 14 actions during FY24 that ended in a 3-2 vote. See

Appendix B, attached.

(b)(2) for all actions for which the Federal Trade Commission took a vote, the percentage of

such actions that were decided on a 3 to 2 vote.

RESPONSE: 4.2 percent during FY24.

If you or your staff have additional questions or comments, please do not hesitate to contact Kim

Vandecar, FTC Acting Director of the Office of Congressional Relations, at (202) 326-2858.

Sincerely,

Andrew N. Ferguson

Chairman,

Federal Trade Commission

UNITED STATES OF AMERICA

FEDERAL TRADE COMMISSION

Washington, DC 20580

The Honorable Chuck Grassley

Chairman, Committee on the Judiciary

U.S. Senate

Washington, DC 20515

July 1, 2025

The Honorable Dick Durbin

Ranking Member, Committee on the Judiciary

U.S. Senate

Washington, D.C. 20515

The Honorable Mike Lee

Chairman, Subcommittee on Competition Policy, Antitrust, and Consumer Rights

Committee on the Judiciary

U.S. Senate

Washington, D.C. 20515

The Honorable Cory Booker

Ranking Member, Subcommittee on Competition Policy, Antitrust, and Consumer Rights

Committee on the Judiciary

U.S. Senate

Washington, D.C. 20515

Dear Senators Grassley, Durbin, Lee, and Booker: