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Federal Trade Commission

Department of Justice

Antitrust Division

Bureau of Competition

Hart-Scott-Rodino Annual Report

Fiscal Year 2023

October 1, 2022 through September 30, 2023

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Forty-Sixth Annual Report)

Lina Khan

Chair

Federal Trade Commission

Jonathan Kanter

Assistant Attorney General

Antitrust Division

INTRODUCTION

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

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

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

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

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

competition associated with those transactions. The premerger notification program was

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

subjects of the numerous enforcement actions brought in fiscal year 2023.1

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. Together, the FTC and the Division represent the American people’s

front-line defense against unlawful industry consolidation, and stopping illegal mergers is

central to that mission. In fiscal year 2023, 1,805 transactions were reported under the HSR

Act. See Figure 1 below. Nearly one-fourth of the transactions reviewed by the agencies were

valued over $1 billion (see Table I), continuing a trend in recent years towards larger and more

complex transactions. See Figure 2 below.

HSR Merger Transactions Reported

Fiscal Years 2014-2023

4,000

3,520

3,500

3,152

Number of Transactions

3,000

2,500

2,000

2,052

1,663

1,801

1,832

2015

2016

2,111

2,089

1,805

1,637

1,500

1,000

500

2014

2017

2018

2019

2020

2021

Fiscal Year

Fiscal year 2023 covered the period from October 1, 2022 through September 30, 2023.

2022

2023

(Figure 1)

Percentage of Transaction Values Equal to or Greater

than $1 Billion

Fiscal Years 2014-2023

30.0%

24.0%

Percent of Transactions

25.0%

20.2%

20.0%

16.9%

15.0%

13.9%

14.8%

13.5%

12.8%

14.8%

13.6%

13.3%

2018

2019

10.0%

5.0%

0.0%

2014

2015

2016

2017

Fiscal year

2020

2021

2022

2023

(Figure 2)

During fiscal year 2023, the Federal Trade Commission and the Antitrust Division worked

to block unlawful mergers across a range of industries, including pharmaceuticals,

transportation, hospitals, agriculture, mortgage lending, financial services, cement,

construction, healthcare advertising, broadcasting, medical devices, electricity, and

reproductive health services. The Commission took action against 16 deals: two in which it

issued consent orders for public comment; ten in which the transaction was abandoned or

restructured as a result of antitrust concerns raised during the investigation; and four in which

the Commission initiated administrative or federal court litigation.2 The Division took action

against 12 merger transactions: two that were blocked through lawsuits in U.S. district courts

and ten in which the transaction was abandoned or restructured after the Division raised

concerns about the threat it posed to competition. In some cases, the parties abandoned their

merger plans prior to a complaint, avoiding the expense of extended litigation for both the

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 2023 and does not fully reflect all the merger

enforcement activities of the agencies, including litigation resulting in consent orders and/or divestitures during FY

2023 or on-going investigations and litigation.

parties and the agency. 3 Collectively, the agencies’ enforcement actions preserved competition

across the American economy.

The Federal Trade Commission

FTC Enforcement Actions by Deal Size: 4

< $500M

Between $500M and $1B

Between $1B and $10B

Over $10B

Summary Numbers for Enforcement Actions: 5

Complaints Filed

Litigated Win

Consent Entered in the Course of Litigation 6

Litigation Ongoing

Consent Filed with Complaint

Abandoned or Restructured Pre-Complaint

A major area of focus of the FTC was protecting competition in healthcare markets. The

FTC challenged Amgen’s $27.8 billion proposed acquisition of Horizon Therapeutics, alleging

that the transaction—one of the largest pharmaceutical deals in recent memory—would

See, e.g., Press Release, Fed. Trade Comm’n, Statement of Elizabeth Wilkins, Director of the FTC’s Office of Policy

Planning, on the Decision of SUNY Upstate Medical University and Crouse Health System, Inc. to Drop Their

Proposed Merger (Feb. 16, 2023), https://www.ftc.gov/news-events/news/press-releases/2023/02/statementelizabeth-wilkins-director-ftcs-office-policy-planning-decision-suny-upstate-medical; Press Release, Fed. Trade

Comm’n, Statement Regarding the Termination of CalPortland Company’s Attempted Acquisition of Assets Owned

by Rival Cement Producer Martin Marietta Materials, Inc. (Apr. 28, 2023), https://www.ftc.gov/newsevents/news/press-releases/2023/04/statement-regardingtermination-calportland-companys-attemptedacquisition-assets-owned-rival-cement; Press Release, Fed. Trade Comm’n, Statement Regarding the Termination

of Boston Scientific Corporation’s Attempted Acquisition of a Majority Stake in M.I. Tech Co., Ltd. (May 24, 2023),

https://www.ftc.gov/news-events/news/press-releases/2023/05/statement-regarding-termination-bostonscientificcorporations-attempted-acquisition-mi-tech; Press Release, Fed. Trade Comm’n, Statement Regarding

Termination of CooperCompanies’ Attempted Acquisition of Cook Medical’s Reproductive Health Business (Aug. 1,

2023), https://www.ftc.gov/news-Pevents/news/press-releases/2023/08/statement-regarding-terminationcoopercompanies-attemptedacquisition-cook-medicals-reproductive; Press Release, Infineum USA L.P., Acquisition

Terminated (Feb. 16, 2023), https://www.infineum.com/en-gb/news/acquisition-terminated/.

Transaction values represent only those Commission actions for which the value of the transaction has been

publicly disclosed.

In addition to the Complaints filed in FY2023, the FTC’s litigation wins in the fiscal year included Illumina/Grail. In

March 2023, the Commission found that DNA sequencing provider Illumina’s $7.1 billion vertical acquisition of

GRAIL, Inc., which makes a multi-cancer early detection (MCED) test, was likely to substantially reduce competition

in U.S. market for research, development, and commercialization of cancer tests and ordered Illumina to divest

Grail. https://www.ftc.gov/system/files/ftc_gov/pdf/d09401commissionfinalopinion.pdf.

Matters where the Commission successfully reached a resolution even after federal court litigation had been

initiated are listed under “Consent Orders” but not under “Litigated Wins.” “Litigated Wins” here lists only those

matters where an evidentiary hearing was completed and a decision was issued by the court.

substantially lessen competition in the market for FDA-approved drugs and would enable

Amgen to pressure insurance companies and pharmacy benefit managers into favoring

Horizon’s two monopoly products, Tepezza and Krystexxa. After the complaint was filed, the

parties agreed to a consent order, prohibiting the bundling of any Amgen product with

Horizon’s medications used to treat thyroid eye disease and chronic refractory gout—and

protecting Americans who rely on these treatments.

The Commission also filed an administrative complaint and sought a preliminary

injunction challenging the $700 million proposed acquisition of Propel Media, Inc. by IQVIA, the

world’s largest provider of health care data, alleging that the deal would unlawfully reduce

competition and raise health care prices for Americans. After a two-week hearing, the U.S.

District Court for the Southern District of New York granted the Commission’s preliminary

injunction, prompting the parties to abandon their merger plans.7

The Commission’s merger enforcement work also prompted firms to abandon deals

involving reproductive fertility treatments, medical stents, and the combination of two major

healthcare systems—protecting patients across the country.

The Commission’s work also protected homebuyers from higher costs. The Commission

filed an administrative complaint and sought a preliminary injunction challenging

Intercontinental Exchange’s (ICE) $13.1 billion proposed acquisition of Black Knight, which

would have combined the two largest providers of home mortgage loan origination systems.

After the complaint was filed, the parties agreed to a consent order to divest Black Knight’s

Optimal Blue and Empower business platforms to Constellation Web Solutions and prohibiting

the parties from enforcing any noncompete or non-solicit provisions against employees.8 The

structural relief obtained by the FTC helped protect competition in key areas of the mortgage

origination process, protecting homebuyers and lenders from higher costs. The FTC’s merger

enforcement work also led to the abandonment of an acquisition involving major cement

producers that would have further concentrated the market and risked raising costs for

construction and infrastructure projects.

Lastly, the FTC challenged Microsoft’s $69 billion acquisition of Activision, alleging that

Microsoft would have both the means and motive to harm competition by degrading

Activision’s game quality or player experience on rival gaming platforms, or limiting or

withholding Activision’s content—creating a walled garden rather than maintaining an open

market. After the district court denied a preliminary injunction, the Commission appealed and

the case is moving forward in the Commission’s administrative proceedings.9

FTC v. IQVIA Holdings, Inc., No. 1:23-cv-06188 (S.D.N.Y. Jan. 8, 2024 (Op. & Order)).

See Press Release, Fed. Trade Comm’n, FTC Approves Final Order Resolving Antitrust Concerns Surrounding ICE,

Black Knight Deal (Nov. 3, 2023), https://www.ftc.gov/news-events/news/press-releases/2023/11/ftc-approvesfinal-order-resolving-antitrust-concerns-surrounding-ice-black-knight-deal.

In the Matter of Microsoft Corporation and Activision Blizzard, Inc., FTC Dkt. C-9412 (complaint filed on Dec. 8,

2022).

The Department of Justice

Enforcement Actions by Deal Size:

< $500M

Between $500M and $1B

Between $1B and $10B

JV Affecting Commerce Above $5B 10

Summary Numbers for Enforcement Actions:

Complaints Filed 11

Litigated Win 12

Consent Entered in the Course of Litigation 13

Abandoned Post-Complaint

Consent Filed with Complaint

Abandoned or Restructured Pre-Complaint

Two of the Division’s most noteworthy achievements helped protect competition that

benefits airline passengers. In one case, the United States and a group of state Attorneys

General successfully persuaded a district court to unwind a joint venture between American

Airlines and JetBlue Airways. In a second, related case, the United States and its state Attorneys

General partners persuaded another judge to block JetBlue’s proposed acquisition of Spirit

Airlines. As the court observed in JetBlue-Spirit, that acquisition “does violence to the core

principle of antitrust law: to protect the United States’ markets – and its market participants –

from anticompetitive harm.” 14 These enforcement efforts protected millions of travelers—

especially the most price-sensitive ones—flying on hundreds of routes across the country.

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

competition across key industries. Tenaris, S.A. sought to acquire Benteler Steel & Tube

This reflects the trial victory in United States v. American Airlines Group Inc., No. CV 21-11558-LTS, 2023 WL

4766220 (D. Mass. July 26, 2023). As described further below, see infra note 33, the Division previously had

categorized this enforcement effort as a non-merger matter for purposes of its annual reporting, but reports it

here as a merger matter, in part because of the court’s findings after trial.

The complaint filed in FY 23 was United States v. JetBlue Airways Corp. and Spirit Airlines, 1:23-cv-10511 (D.

Mass. filed March 7, 2023). Because the “Litigated Win” and “Consent Entered” rows reflect cases filed before FY

23, the sum of the “Litigated Win” and “Consent Entered” rows is greater than the “Complaints Filed” row.

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

Simon & Schuster, Inc., 1:21-cv-02886 (D.D.C. filed Nov. 2, 2021), which was discussed in the 2022 annual report

because it was initiated in fiscal year 2022, but reached resolution in fiscal year 2023, and also includes the

Antitrust Division’s trial victory against American Airlines Group Inc. and JetBlue Airways Corp. See infra notes 3133.

In United States v. ASSA ABLOY AB and Spectrum Brands Holdings, Inc., 1:22-cv-02791-ABJ (D.D.C. filed Sept. 15,

2022), the U.S. District Court for the District of Columbia entered final judgment on September 13, 2023, requiring

ASSA ABLOY to divest assets and abide by other remedies. Like U.S. v. Bertelsmann, this case was discussed in the

2022 annual report because it was initiated in fiscal year 2022, but reached resolution in fiscal year 2023.

United States v. JetBlue Airways Corp., 712 F. Supp. 3d 109 (D. Mass. 2024).

Manufacturing Corp. The proposed acquisition, if completed, would have diminished

competition in the domestic supply of seamless tubing and production casing, important types

of steel pipe used in the extraction of oil and gas. In February 2023, Tenaris and Benteler

abandoned this transaction in the face of potential enforcement action by the Antitrust

Division.

In March 2023, Vistra Corporation announced its plan to acquire Energy Harbor

Corporation’s nuclear plants in PJM Interconnection (PJM), the regional transmission

organization that manages the electricity grid for more than 65 million consumers in all or parts

of 13 states and the District of Columbia. The Antitrust Division and the Federal Energy

Regulatory Commission (FERC) share jurisdiction to review acquisitions of electric power plants.

In accordance with President Biden’s Executive Order 15 mandating that executive branch

agencies take a whole-of government approach to protecting competition, the Antitrust

Division submitted a comment to assist FERC’s review of the announced merger. The Division

explained that the proposed acquisition could increase Vistra’s ability or incentive to withhold

electricity from a plant located in Ohio in order to raise wholesale electricity prices in part of

the PJM region, specifically Ohio and Pennsylvania. In response to the Division’s concerns and

further action from FERC, Vistra offered to restructure its proposed acquisition by divesting that

power plant in Ohio. FERC issued an Order on February 16, 2024, mandating the divestiture. 16

The Commission’s Premerger Notification Office (PNO) website 17 includes instructions

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

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

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

transactions submitted each month, and contact information for PNO staff. 18

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 have

been viewed as less likely to raise antitrust concerns are excluded from the Act’s coverage.

Exec. Order No. 14036, 86 Fed. Reg. 36987 (July 9, 2021).

Energy Harbor Corp. Vistra Corp., 186 FERC ¶ 61,129 (Feb. 16, 2024).

See Fed. Trade Comm’n, Premerger Notification Program (Aug. 28, 2024),

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

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

practitioners comply with HSR notification requirements.

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

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

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

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

form. 19 The program became effective on September 5, 1978. The Commission, with the

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

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

burden of complying with the rules, while ensuring that the agencies receive sufficient

information to analyze the underlying transaction. 20

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

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

potentially anticompetitive mergers and acquisitions before they are consummated. The

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

goal.

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

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

request for additional information and documentary material (Second Request). 21 The Second

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

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

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

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

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

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

tend to create a monopoly, the agency may challenge the transaction.

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 2014-2023, the number of transactions reported; the number of filings received; the

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

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

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

See Fed. Trade Comm’n Legal Library: Statements of Basis and Purpose (June 29, 2023),

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

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

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

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

granted, and not granted. 22 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 2014

through 2023.

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

reported in fiscal year 2023 decreased from the record high number of transactions reported in

fiscal years 2021 and 2022 but were generally in line with the number of reported transactions

over the past decade. 23 Of the 1,805 reported transactions in fiscal year 2023, Second Requests

could have been issued in 1,735 of them. The FTC issued 26 Second Requests in FY 2023. In FY

2023, the Division issued 11 Second Requests. See Table I.

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

enforcement activities for transactions reported in fiscal year 2023. 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 2023, the agencies received clearance to conduct an initial

investigation in 10.2 percent of the total number of transactions reported. The tables also

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

reporting threshold indicated in the notification report. In fiscal year 2023, the aggregate dollar

value of reported transactions was $1.6 trillion. 24

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

the acquiring person and the acquired entity, respectively, derived the most revenue. Figure 3

illustrates the percentage of adjusted transactions within industry groups for fiscal year 2023

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 25

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

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

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

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

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

of that data). There were 1,735 adjusted transactions in fiscal year 2023, 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.

The information on the value of reported adjusted transactions for fiscal year 2023 is drawn from a database

maintained by the Premerger Notification Office.

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

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

Percentage of Transactions By Industry Group of Acquired Entity

Fiscal Year 2023

Health Services, 3.6%

Chemicals &

Pharmaceuticals, 4.8%

Energy & Natural

Resources, 7.1%

Transportation, 3.6%

Consumer Goods &

Services, 31.5%

Information

Technology, 6.6%

Other, 22.1%

Manufacturing, 10.3%

Banking & Insurance,

10.3%

(Figure 3)

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM

1. Threshold Adjustments

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

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

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

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

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

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

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

On January 26, 2023, the Commission published a notice 26 to reflect adjustment of the

reporting thresholds as required by the 2000 amendments27 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 $101 million to $111.4 million, became effective February 27, 2023. The

thresholds are calculated based on the prior year’s GNP. In addition to the adjustment of the

reporting thresholds, the Commission announced new merger filing fees based on the size of

the proposed transaction. The 2023 Consolidated Appropriations Act now requires the FTC to

88 Fed. Reg. 5006 (Jan. 26, 2022).

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

revise the HSR filing fee thresholds on an annual basis based on an amount equal to the

percentage increase, if any, in the consumer price index.

2. HSR Compliance

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

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

of compliance investigations in fiscal year 2023. 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 $50,120 for

each day the violation continues.28 The antitrust agencies examine the circumstances of each

violation to determine whether to seek penalties. 29 During fiscal year 2023, 22 postconsummation “corrective” filings were received.

3. HSR Form Change Rulemaking

In June 2023, the Commission, with the concurrence of the Antitrust Division, voted out

a notice of proposed rulemaking to change the premerger notification form and associated

instructions, as well as the premerger notification rules implementing the HSR Act. On

September 27, 2024, the Commission, again with the concurrence of the Antitrust Division,

voted out a Final Rule that incorporates updates and revisions to the premerger notification

form, instructions, and rules. The changes to the form and associated instructions will enable

the agencies to more effectively and efficiently screen transactions for potential competition

issues within the initial waiting period.

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

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

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

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

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

857 (Jan. 9, 2009)), to $40,000 effective August 1, 2016 (81 Fed. Reg. 42476 (June 30, 2016)), to $46,517 effective

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

(Jan. 11, 2022).

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.

MERGER ENFORCEMENT ACTIVITY30

The Department of Justice

In addition to litigating and investigating several significant non-merger antitrust

enforcement matters, during fiscal year 2023 the Antitrust Division took steps to protect

competition that resulted in mergers that were either blocked, abandoned, or restructured in

light of the Division’s concerns.31

The two proposed transactions that the Division successfully blocked in active litigation

included the following:

In United States v. American Airlines Group Inc.,32 the Division, joined by the Attorney

Generals of the Commonwealths of Massachusetts, Pennsylvania, and Virginia, the States of

Arizona, California, and Florida, and the District of Columbia, filed a civil antitrust action 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 a merger.33 At trial in October 2022, the Division proved that this extensive

combination, which the companies called the “Northeast Alliance,” eliminated competition

between American and JetBlue on scores of routes to and from Boston and New York City. And

the Division proved that the Northeast Alliance had harmed air travelers across the country by

significantly diminishing JetBlue’s ability and incentive to act as a disruptive maverick

competitor, further consolidating the already highly concentrated airline industry. In July 2023,

the U.S. District Court for the District of Massachusetts entered a permanent injunction

dissolving the Northeast Alliance. American Airlines is appealing the District Court’s ruling.

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.

Two merger enforcement matters, which were discussed in the 2022 annual report because they were initiated

in fiscal year 2022, continued into fiscal year 2023. Those two matters, United States v. ASSA ABLOY AB and

Spectrum Brands Holdings, Inc., 1:22-cv-02791-ABJ (D.D.C. filed Sept. 15, 2022) and United States v. Bertelsmann

SE & Co. KGaA, Penguin Random House, LLC, ViacomCBS, Inc., and Simon & Schuster, Inc., 1:21-cv-02886 (D.D.C.

filed Nov. 2, 2021) are not included in the fiscal year 2023 enforcement matters discussed in this section but are

being mentioned for completeness. In the former, the U.S. District Court for the District of Columbia entered final

judgment on September 13, 2023, requiring ASSA ABLOY, among other things, to divest assets and abide by other

remedies. In the latter, the U.S. District Court for the District of Columbia’s enjoined the proposed merger on

October 31, 2022, and Penguin Random House and Simon & Schuster thereafter abandoned the proposed

transaction.

United States v. Am. Airlines Grp. Inc., No. CV 21-11558-LTS, 2023 WL 4766220 (D. Mass. July 26, 2023).

The Division previously had categorized this enforcement effort as a non-merger matter for purposes of its

annual reporting, but reports it here as a merger matter, in part because of the court’s finding: “The NEA

[Northeast Alliance], of course, is not a merger. American and JetBlue remain separate entities. Both have

operations that fall beyond the NEA's reach, and the agreement does not formally embody a complete

combination of the partners' operations even within the NEA region. Nevertheless, as implemented by the parties,

its effects resemble those of a merger of the parties' operations within the northeast in ways the Court will

describe next.” United States v. Am. Airlines Grp. Inc., 675 F.Supp.3d 65, 89 (D. Mass. May 19, 2023) (on appeal to

the First Circuit).

In United States v. JetBlue Airways Corp., 34 the Division filed a civil antitrust lawsuit to

block JetBlue Airways Corporation’s proposed $3.8 billion acquisition of its largest and fastestgrowing ultra-low-cost rival, Spirit Airlines, Inc. The Division’s complaint was joined by the

Attorneys General of the Commonwealth of Massachusetts, the States of New York, California,

Maryland, New Jersey, and North Carolina, and the District of Columbia. The complaint alleged

that Spirit’s low-cost, no-frills flying option has brought lower fares and more options to routes

across the country, making it possible for more Americans – particularly price sensitive

consumers who pay their own fares – to travel. JetBlue’s acquisition of Spirit would have

eliminated the “Spirit Effect,” where Spirit’s presence flying on a route forces other air carriers,

including JetBlue, to lower their fares. The deal also would have eliminated half of the ultralow-cost capacity in the United States, ultimately leading to higher fares and fewer seats,

harming millions of consumers on hundreds of routes. In January 2024, the U.S. District Court

for the District of Massachusetts blocked the proposed takeover because it “does violence to

the core principle of antitrust law: to protect the United States’ markets – and market

participants – from anticompetitive harm.” Subsequently, in March 2024, JetBlue announced

that it had abandoned the deal and would not pursue an appeal.

The Division’s merger enforcement work also resulted in the abandonment or

restructuring of several transactions after the Division raised antitrust concerns.

For example, in February 2023, Tenaris, S.A. and Benteler Steel & Tube Manufacturing

Corp. abandoned Tenaris’s proposed $460 million acquisition of Benteler after the Division

raised concerns about the impact of the deal on competition. Both companies operate

domestic steel mills that supply seamless tubing and production casing, important types of steel

pipe used in the extraction of oil and gas. The deal would have increased concentration in an

already concentrated industry, cementing Tenaris as the undisputed dominant player in the

market.

In March 2023, the Division worked with the Federal Energy Regulatory Commission

(FERC) to challenge Vistra Corporation’s proposed acquisition of nuclear plants owned by

Energy Harbor Corporation. The Division summitted a comment to FERC explaining that the

proposed acquisition could substantially lessen competition and increase wholesale electricity

prices. After the Division raised these concerns and FERC took further action, Vistra proposed a

divestiture to address the Division’s competitive concerns. The company offered to restructure

its proposed acquisition by divesting that power plant in Ohio. In February 2024, FERC issued

an Order mandating that divestiture.

In October and November 2022, the Division helped secure divestitures for two

proposed transactions in the banking industry.35 In October, US Bancorp and MUFG Union Bank

United States v. JetBlue Airways Corp., No. 23-10511-WGY, 2024 U.S. Dist. LEXIS 7509 (D. Mass. Jan. 16, 2024).

Based on these divestiture commitments, the transactions were approved pursuant to orders of the Federal

Reserve Board. Order Approving the Acquisition of a Bank, FRB Order No. 2022-22 (Oct. 14, 2022); Order

Approving the Merger of Bank Holding Companies and Determination on a Financial Holding Company Election,

FRB Order No. 2022-20 (Oct. 25, 2022).

(“Union Bank”) agreed to a divestiture of three of Union Bank’s full-service branches after the

Division raised concerns that the proposed merger was likely to substantially lessen

competition in retail and/or small business banking products and services. Then in November,

Columbia Bank and Umpqua Bank agreed to divestitures to remedy the Division’s concerns that

the proposed merger was likely to substantially lessen competition in retail and/or small

business banking products and services in local markets in California, Oregon, and Washington.

The Federal Trade Commission

During fiscal year 2023, the Commission challenged 16 mergers that, as proposed,

would violate the federal antitrust laws, including several blockbuster multi-billion dollar deals.

In four cases, the Commission initiated administrative or federal court litigation, and ten

mergers were abandoned after the Commission raised concerns about their potential for

eliminating beneficial competition. The Commission also accepted consent orders that require

divestitures and other strong relief in two merger cases. 36 As discussed below, two of these

litigated matters were also settled by Commission order during FY 2023. In Intercontinental

Exchange/Black Knight, the Commission ordered divestitures and in Amgen/Horizon

Therapeutics, the Commission imposed strong prohibitions to prevent the merger from causing

harm.

In Microsoft/Activision, 37 the Commission filed an administrative complaint challenging

Microsoft’s $69 billion proposed acquisition of Activision. The Commission also 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 with control over Activision’s

blockbuster gaming franchises, Microsoft would have both the means and motive to harm

competition by degrading Activision’s game quality or player experience on rival platforms,

limiting access to Activision’s content, or withholding content from competitors entirely—

resulting in a walled garden rather than an open market. On July 10, 2023, the U.S. District

Court for the Northern District of California denied the Commission’s request for a preliminary

Other merger cases discussed in prior annual reports also required significant Commission resources during FY

2023. They are not included in the numbers referenced in this report but are being mentioned for completeness

and because of their programmatic significance. For example, in December 2023, the Fifth Circuit affirmed the

Commission’s findings that Illumina’s acquisition of Grail lessened competition through the potential foreclosure of

a key input by the sole supplier, which would lead to chilled investment by firms reliant on those inputs for their

own competitive success. Illumina, Inc. v. FTC, 88 F.4th 1036, 1055 (5th Cir. 2023). After the ruling, Illumina

determined to divest its interest in Grail. In January 2023, a district court denied the Commission’s motion to

enjoin the proposed merger between virtual reality giant Meta and Within Unlimited, the VR studio that marketed

the leading VR fitness app and in February the Commission dismissed its related administrative complaint. In July

2023, the Commission issued an order vacating the ALJ’s initial decision in the administrative litigation challenging

an alleged unlawful agreement between Altria Group, Inc. and Juul Labs, Inc., ending the matter. After the

Supreme Court’s April 2023 decision in Axon Enterprise, Inc. v. Fed. Trade Comm’n., et al., 598 U.S. ----,

143 S. Ct. 890 (2023), that remanded the petitioners’ constitutional challenges back to district court for further

proceedings, Commission withdrew its administrative complaint challenging the consummated merger of Axon

and its rival VieVu, makers of body-worn camera systems used by police departments.

In the Matter of Microsoft Corporation and Activision Blizzard, Inc., FTC Dkt. C-9412 (complaint filed on Dec. 8,

2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/2210077-microsoftactivision-blizzard-matter.

injunction. That decision is on appeal to the U.S. Court of Appeals for the Ninth Circuit. The

Commission’s administrative proceeding concerning these claims is scheduled to begin three

weeks after the Ninth Circuit issues its opinion.

In Intercontinental Exchange/Black Knight, 38 the Commission filed an administrative

complaint challenging Intercontinental Exchange’s (ICE) $13.1 billion proposed acquisition of

Black Knight and heading off potential price increases for homebuyers. The Commission also

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 give ICE, the largest provider of home mortgage loan origination systems (LOS),

control over its top competitor, Black Knight. Because Black Knight is also a vertically integrated

business with its own LOS, the complaint also alleged that the merger would have allowed ICE

to raise costs to lenders, which would then be passed to homebuyers. If consummated, the

combined company would have had the means and incentive to drive up costs, reduce

innovation, and reduce lenders’ choices for tools necessary to generate and service mortgages.

After the Commission filed its complaint, the Commission secured a consent order requiring

Black Knight to divest its Optimal Blue and Empower businesses to Constellation Web Solutions,

a provider of mortgage-related tools. The order also prohibits the parties from enforcing any

noncompete or non-solicit provisions against employees. Following a public comment period,

the Commission approved the final order on November 3, 2023.

In Amgen/Horizon Therapeutics, 39 the Commission filed an administrative complaint

challenging Amgen’s $27.8 billion proposed acquisition of Horizon. The Commission also

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 enable Amgen to leverage its large portfolio of drugs to pressure insurance

companies and pharmacy benefit managers into favoring Horizon’s two monopoly products –

Tepezza and Krystexxa, used to treat thyroid eye disease and refractory gout, respectively,

thereby harming patients who rely on these treatments for their health and quality of life.

After the complaint was filed, the Commission secured a consent order prohibiting Amgen from

bundling any Amgen product with either of Horizon’s Tepezza or Krystexxa products. In

addition, Amgen may not condition any product rebate or contract term related to an Amgen

product on the sale or positioning of either Tepezza or Krystexxa. Following a public comment

period, the Commission approved the final order on December 13, 2023.

In IQVIA/Propel, 40 the Commission filed an administrative complaint challenging the

world’s largest provider of health care data, IQVIA’s, $700 million proposed acquisition of

In the Matter of Intercontinental Exchange and Black Knight, Inc., FTC Dkt. C-9413 (complaint filed on March 9,

2023), https://www.ftc.gov/legal-library/browse/cases-proceedings/221-0142-intercontinental-exchange-incblackknight-inc-matter.

In the Matter of Amgen Inc. and Horizon Therapeutics PLC, FTC Dkt. C-914 (complaint filed on June 22, 2023),

https://www.ftc.gov/legal-library/browse/cases-proceedings/231-0037-amgen-inc-horizon-therapeutics-plcmatter.

In the Matter of IQVIA Holdings Inc. and Propel Media, Inc., FTC Dkt. C-9416 (complaint filed on July 17, 2023),

https://www.ftc.gov/legal-library/browse/cases-proceedings/2210196-iqvia-holdingspropel-media-matter.

Propel Media, alleging that the proposed merger would lead to increased healthcare prices. The

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

the Southern District of New York. The complaint alleged that the proposed merger would give

IQVIA a market-leading position in programmatic advertising targeted to doctors and other

healthcare professionals. IQVIA and Propel are both vertically integrated companies with large

healthcare datasets. According to the complaint, post-merger, IQVIA’s ownership of both

datasets would have raised the incentive to withhold key information to prevent rival

companies and potential entrants from effectively competing. After a two-week evidentiary

hearing and closing arguments, the District Court granted the Commission’s preliminary

injunction. Shortly afterwards, the parties abandoned the transaction.

The Commission’s merger enforcement work also resulted in the abandonment of

various transactions in light of antitrust concerns.

The proposed merger of the State University of New York Upstate Medical University

and Crouse Health System, Inc. presented substantial risk of serious competitive and consumer

harm in the form of higher healthcare costs, lower quality of care, reduced innovation and

access to care, and lower wages for hospital workers. FTC staff had an active investigation into

the effects of the proposed merger and had voiced opposition to a request by the parties for a

certificate of public advantage, also known as a COPA, which could have shielded the merger

from antitrust laws. 41

CalPortland Company’s proposed acquisition of rival cement producer Martin Marietta

Materials, Inc. was presumptively illegal under the Merger Guidelines and would have reduced

the number of cement suppliers in Southern California from five to four, further concentrating

an already concentrated market. 42

Boston Scientific and M.I. Tech abandoned their proposed transaction in response to

investigations by FTC staff and international antitrust enforcers. The proposed merger raised

competitive concerns that could have affected doctors and patients. 43

Press Release, Fed. Trade Comm’n, Statement of Elizabeth Wilkins, Director of the FTC’s Office of Policy Planning,

on the Decision of SUNY Upstate Medical University and Crouse Health System, Inc. to Drop Their Proposed Merger

(Feb. 16, 2023), https://www.ftc.gov/news-events/news/press-releases/2023/02/statement-elizabeth-wilkinsdirector-ftcs-office-policy-planning-decision-suny-upstate-medical.

Press Release, Fed. Trade Comm’n, Statement Regarding the Termination of CalPortland Company’s Attempted

Acquisition of Assets Owned by Rival Cement Producer Martin Marietta Materials, Inc. (Apr. 28, 2023),

https://www.ftc.gov/news-events/news/press-releases/2023/04/statement-regarding-termination-calportlandcompanys-attempted-acquisition-assets-owned-rival-cement.

Press Release, Fed. Trade Comm’n, Statement Regarding the Termination of Boston Scientific Corporation’s

Attempted Acquisition of a Majority Stake in M.I. Tech Co., Ltd. (May 24, 2023), https://www.ftc.gov/newsevents/news/press-releases/2023/05/statement-regarding-termination-boston-scientificcorporations-attemptedacquisition-mi-tech.

CooperCompanies’ decision to abandon its proposed acquisition of Cook Medical

Holdings, LLC’s reproductive health business following a full-phase investigation by FTC staff

helped ensure continued competition in critical reproductive health markets. 44

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

following two merger matters.

In Tractor Supply/Orschein, 45 the Commission challenged Tractor Supply’s $320 million

proposed acquisition of Orschein. According to the complaint, the proposed merger would

have harmed competition among farm stores in the Midwest and South that sell products for

small farmers, ranchers, and landowners. To remedy this concern, the Commission issued a

consent order requiring Tractor Supply to divest some Orschein stores and Orschein’s corporate

offices and its Missouri distribution center to Bomgaars, an Iowa-based farm store chain, and

some other stores to Buchheit, another chain with farm stores in Missouri and Illinois.

Following a public comment period, the Commission approved the final order on December 2,

2022.

In EQT/Quantum, 46 the Commission challenged EQT’s $5.2 billion proposed acquisition

of Quantum. According to the complaint, Quantum and EQT are direct competitors in the

production and sale of natural gas in the Appalachian Basin, the largest natural gas-producing

region in the United States. The proposed merger would make Quantum one of EQT’s largest

shareholders and give Quantum a seat on EQT’s board of directors, which the Commission

alleged would violate the antitrust laws and harm competition in this industry. The complaint

also alleged that, by making Quantum one of EQT’s largest shareholders, the deal would give

Quantum the ability to sway EQT’s competitive decision-making and access EQT’s confidential

and competitively sensitive information. According to the complaint, by enabling Quantum to

communicate directly with EQT, access and exchange confidential business information, and

influence or direct EQT’s competitive actions or strategies, this arrangement would create an

unfair method of competition in violation of the FTC Act. In addition to the proposed

transaction, the complaint addresses a pre-existing joint venture between EQT and Quantum

called The Mineral Company (TMC), which is involved in purchasing mineral rights in the

Appalachian Basin. According to the complaint, this joint venture relationship raises additional

concerns regarding anticompetitive information exchange and harms competition in the

acquisition of mineral rights. To remedy these concerns, the Commission issued a consent order

prohibiting Quantum from occupying an EQT board seat to prevent an interlocking directorate.

Press Release, Fed. Trade Comm’n, Statement Regarding Termination of CooperCompanies’ Attempted

Acquisition of Cook Medical’s Reproductive Health Business (Aug. 1, 2023), https://www.ftc.gov/newsPevents/news/press-releases/2023/08/statement-regarding-termination-coopercompanies-attemptedacquisitioncook-medicals-reproductive.

In the Matter of Tractor Supply Company and Orschein Farm and Home LLC, FTC Dkt. C-4776 (final order issued

on Dec. 2, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/211-0083-tractor-supplycompanyorscheln-farm-home-llc-matter.

In the Matter of QEP Partners, LP, Quantum Energy Partners VI, LP, Q-TH Appalachia (VI) Investment Partners,

LLC, and EQT Corporation, FTC Dkt. C-4799 (final order issued on Oct. 10, 2023), https://www.ftc.gov/legallibrary/browse/cases-proceedings/2210212-qep-partnerseqt-corporation-matter.

The consent order also requires Quantum to divest its EQT shares. This order marks the FTC’s

first case in 40 years that enforces Section 8 of the Clayton Act, which prohibits interlocking

directorates, an arrangement that occurs when an officer or director of one firm simultaneously

serves as an officer or director of a competing firm. In addition, the consent order imposes

other provisions to prevent anticompetitive information exchanges, immediately unwind the

problematic TMC joint venture, protect competition, and ensure the effectiveness of the

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

on October 10, 2023.

***

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

raised significant antitrust concerns before the agencies had an opportunity to review

them. 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 competition;

furthermore, if effective post-acquisition relief was not practicable, the harm continued

indefinitely.

Leadership at both agencies commend staff of the Commission and the Department of

Justice, including the FTC’s Premerger Notification Office, 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 can

arise. The Commission and the Antitrust Division salute the tireless work of their excellent staffs

in protecting the American public from unlawful mergers and acquisitions.

LIST OF APPENDICES

Appendix A:

Summary of Transactions, Fiscal Years 2014– 2023

Appendix B:

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

2014 - 2023

LIST OF EXHIBITS

Exhibit A:

Statistical Tables for Fiscal Year 2023 – Data Profiling Hart-ScottRodino 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 2014 – 2023

APPENDIX A

SUMMARY OF TRANSACTIONS BY FISCAL YEAR

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Transactions Reported

1,663

1,801

1,832

2,052

2,111

2,089

1,637

3,520

3,152

1,805

Filings Received1

3,307

3,585

3,674

4,083

4,188

4,142

3,249

7,002

6,288

3,515

Adjusted Transactions In Which A Second

Request Could Have Been Issued2

1,618

1,754

1,772

1,992

2,028

2,030

1,580

3,413

3,029

1,735

Investigations in Which Second Requests

Were Issued

1.9%

1.1%

1.4%

1.7%

1.3%

1.5%

1.2%

0.8%

1.4%

1.3%

1.5%

1.6%

0.9%

1.5%

1.6%

0.7%

0.6%

1,274

1,366

1,374

1,552

1,500

1,507

1,133

2,124

1,345

780

Granted5

1,020

1,086

1,102

1,220

1,170

1,107

861

417

Not Granted5

254

280

272

332

330

400

272

1,707

1,340

780

FTC3

Percent4

DOJ3

Percent4

Transactions Involving a Request For Early

Termination5

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

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

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

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

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

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

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

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

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

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

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

component values due to rounding.

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

APPENDIX B

NUMBER OF TRANSACTIONS REPORTED AND

FILINGS RECEIVED BY MONTH

FOR

FISCAL YEARS 2014 - 2023

APPENDIX B

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

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

October

124

144

168

163

174

211

151

202

432

172

November

159

157

243

215

207

254

206

400

575

207

December

108

122

157

148

160

157

164

204

279

170

January

125

118

117

153

170

150

154

210

233

139

February

114

140

127

153

141

145

138

278

206

150

March

100

128

125

146

178

156

136

322

221

122

April

140

131

129

150

140

163

261

218

114

May

157

152

168

209

222

191

299

211

139

June

150

155

150

191

177

161

117

299

202

145

July

162

170

140

146

180

170

110

329

184

146

August

151

216

166

219

223

173

170

353

197

162

September

173

168

142

159

139

158

162

363

194

139

TOTAL

1,663

1,801

1,832

2,052

2,111

2,089

1,637

3,520

3,152

1,805

APPENDIX B

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

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

October

247

289

345

329

336

421

298

454

870

346

November

325

322

483

416

417

505

413

825

1,187

467

December

211

239

314

297

319

308

329

364

552

287

January

244

236

307

316

287

309

399

431

273

February

236

257

249

298

304

295

269

564

407

226

March

195

252

265

302

338

308

270

616

440

243

April

271

265

249

290

285

335

145

524

434

225

May

315

305

331

402

424

365

137

623

420

273

June

304

322

304

388

365

349

212

573

407

301

July

323

327

284

291

364

306

208

659

365

279

August

292

425

339

446

433

358

336

717

407

319

September

344

338

275

317

287

305

323

684

368

276

TOTAL

3,307

3,585

3,674

4,083

4,188

4,142

3,249

7,002

6,288

3,515

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 2023

DATA PROFILING HART-SCOTT-RODINO PREMERGER NOTIFICATION

FILINGS AND ENFORCEMENT ACTIONS

TABLE I

FISCAL YEAR 20231

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

0.1%

0.0%

100M - 150M 5

173

10.0%

2.9%

1.2%

4.0%

0.0%

150M - 200M 5

227

13.1%

4.4%

2.2%

6.6%

0.4%

0.0%

0.4%

200M - 300M 5

293

16.9%

7.2%

0.3%

7.5%

2.7%

0.0%

2.7%

300M - 500M 5

259

14.9%

5.4%

3.1%

8.5%

0.8%

0.4%

1.2%

500M - 1000M5

364

21.0%

7.1%

5.8%

12.9%

1.6%

0.8%

2.5%

Over 1000M 5

417

24.0%

11.5%

5.8%

17.3%

2.2%

1.7%

3.8%

ALL TRANSACTIONS

1,735

100.0%

124

7.1%

3.5%

10.7%

1.5%

0.6%

2.1%

TABLE II

FISCAL YEAR 20231

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

0.1%

0.0%

LESS THAN 150M 5

175

10.1%

2.7%

1.1%

3.8%

0.0%

LESS THAN 200M 5

402

23.2%

8.1%

3.8%

11.9%

2.7%

0.0%

2.7%

LESS THAN 300M 5

695

40.1%

19.5%

4.3%

23.8%

24.3%

0.0%

24.3%

LESS THAN 500M 5

954

55.0%

27.0%

8.6%

35.7%

29.7%

2.7%

32.4%

LESS THAN 1000M 5

1,263

72.8%

38.9%

17.8%

56.8%

45.9%

8.1%

54.1%

ALL TRANSACTIONS

1,735

100%

124

67.0%

33.0%

100.0%

70.3%

29.7%

100.0%

TABLE III

FISCAL YEAR 20231

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

2.9%

1.2%

4.0%

3.3%

2.7%

1.1%

3.8%

150M - 200M 5

4.4%

2.2%

6.6%

8.1%

8.2%

5.4%

2.7%

8.1%

200M - 300M 5

7.2%

0.3%

7.5%

16.9%

1.6%

11.4%

0.5%

11.9%

300M - 500M 5

5.4%

3.1%

8.5%

11.3%

13.1%

7.6%

4.3%

11.9%

500M - 1000M5

7.1%

5.8%

12.9%

21.0%

34.4%

14.1%

11.4%

25.4%

Over 1000M 5

11.5%

5.8%

17.3%

38.7%

39.3%

25.9%

13.0%

38.9%

ALL TRANSACTIONS

124

185

7.1%

3.5%

10.7%

100.0%

67.0%

33.0%

100.0%

TABLE IV

FISCAL YEAR 20231

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%

150M - 200M 5

0.1%

0.0%

0.1%

0.4%

0.0%

0.4%

2.7%

0.0%

2.7%

200M - 300M 5

0.5%

0.0%

0.5%

2.7%

0.0%

2.7%

21.6%

0.0%

21.6%

300M - 500M 5

0.1%

0.2%

0.8%

0.4%

1.2%

5.4%

2.7%

8.1%

500M - 1000M5

0.3%

0.2%

0.5%

1.6%

0.8%

2.5%

16.2%

8.1%

24.3%

Over 1000M 5

0.5%

0.4%

0.9%

2.2%

1.7%

3.8%

24.3%

18.9%

43.2%

ALL TRANSACTIONS

1.5%

0.6%

2.1%

1.5%

0.6%

2.1%

70.3%

29.7%

100.0%

TABLE V

FISCAL YEAR 20231

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)

5.5%

0.0%

$100M (as adjusted)

160

9.2%

1.3%

3.1%

4.4%

0.0%

$500M (as adjusted)

1.4%

0.0%

16.7%

0.0%

25%

0.2%

0.0%

50%

631

36.4%

10.1%

5.2%

15.4%

2.1%

1.6%

3.6%

ASSETS ONLY

225

13.0%

15.6%

1.3%

16.9%

3.6%

0.0%

3.6%

NCI

596

34.4%

3.9%

2.7%

6.5%

0.8%

0.2%

1.0%

ALL TRANSACTIONS

1,735

100.0%

124

7.1%

3.5%

10.7%

1.5%

0.6%

2.1%

TABLE VI

FISCAL YEAR 20231

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

224

12.9%

0.0%

0.4%

0.0%

50M - 100M

1.2%

0.0%

15.0%

0.0%

100M - 150M

1.3%

0.0%

150M - 200M

1.4%

0.0%

4.2%

0.0%

200M - 300M

158

9.1%

2.5%

0.0%

2.5%

0.0%

300M - 500M

117

6.7%

7.7%

3.4%

11.1%

0.0%

500M - 1000M

157

9.0%

4.5%

1.9%

6.4%

0.0%

0.6%

Over 1000M

1,012

58.3%

104

10.3%

4.8%

15.1%

2.6%

1.0%

3.6%

ALL TRANSACTIONS

1,735

100.0%

124

7.1%

3.5%

10.7%

1.5%

0.6%

2.1%

TABLE VII

FISCAL YEAR 20231

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

170

9.8%

0.6%

1.2%

1.8%

0.0%

50M - 100M

3.5%

1.6%

3.3%

4.9%

0.0%

100M - 150M

3.1%

5.7%

3.8%

9.4%

0.0%

1.9%

150M - 200M

3.0%

5.8%

0.0%

5.8%

0.0%

200M - 300M

2.8%

6.1%

2.0%

8.2%

0.0%

300M - 500M

108

6.2%

5.6%

2.8%

8.3%

0.0%

500M - 1000M

154

8.9%

2.6%

3.9%

6.5%

0.6%

1.9%

2.6%

Over 1000M

848

48.9%

102

12.0%

5.3%

17.3%

2.9%

0.8%

3.8%

Sales Not Available 7

240

13.8%

0.4%

0.0%

0.4%

0.0%

ALL TRANSACTIONS

1,735

100.0%

124

7.1%

3.5%

10.7%

1.5%

0.6%

2.1%

TABLE VIII

FISCAL YEAR 20231

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

250

14.4%

4.8%

1.6%

6.4%

0.8%

0.4%

1.2%

50M - 100M

197

11.4%

4.6%

2.0%

6.6%

0.5%

0.0%

0.5%

100M - 150M

165

9.5%

8.5%

1.2%

9.7%

0.0%

150M - 200M

5.3%

6.5%

1.1%

7.6%

0.0%

200M - 300M

157

9.0%

7.6%

3.2%

10.8%

2.5%

0.0%

2.5%

300M - 500M

146

8.4%

6.8%

2.7%

9.6%

1.4%

2.7%

500M - 1000M

177

10.2%

9.6%

4.0%

13.6%

1.7%

1.1%

2.8%

Over 1000M

388

22.4%

7.2%

5.9%

13.1%

1.8%

1.0%

2.8%

Assets Not Available 8

163

9.4%

9.8%

6.7%

16.6%

4.3%

1.2%

5.5%

ALL TRANSACTIONS

1,735

100.0%

124

7.1%

3.5%

10.7%

1.5%

0.6%

2.1%

TABLE IX

FISCAL YEAR 20231

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

305

17.6%

6.2%

1.0%

7.2%

0.7%

0.3%

1.0%

50M - 100M

277

16.0%

5.4%

1.8%

7.2%

1.8%

0.0%

1.8%

100M - 150M

160

9.2%

6.3%

3.1%

9.4%

1.9%

0.6%

2.5%

150M - 200M

132

7.6%

4.5%

2.3%

6.8%

1.5%

0.8%

2.3%

200M - 300M

161

9.3%

5.6%

3.1%

8.7%

0.6%

1.2%

300M - 500M

144

8.3%

4.9%

13.2%

0.0%

1.4%

500M - 1000M

152

8.8%

8.6%

3.9%

12.5%

2.0%

0.7%

2.6%

Over 1000M

326

18.8%

8.9%

6.7%

15.6%

2.5%

1.2%

3.7%

Sales not Available 10

4.5%

14.1%

6.4%

20.5%

2.6%

0.0%

2.6%

ALL TRANSACTIONS

1,735

100.0%

124

7.1%

3.5%

10.7%

1.5%

0.6%

2.1%

TABLE X

FISCAL YEAR 2023 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

000 13

Not Available

111 13

Crop Production

112 13

Animal Production

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

237 13

Heavy and Civil Engineering Construction

238 13

Specialty Trade Contractors

311 13

Food and Kindred Products

312 13

Beverage and Tobacco Product Manufacturing

315 13

Apparel Manufacturing

321 13

Wood Product Manufacturing

322 13

Paper Manufacturing

323 13

Printing and Related Support Actitivies

324 13

Petroleum and Coal Products Manufacturing

325 13

Chemical Manufacturing

326 13

Plastics and Rubber Manfuacturing

327 13

Nonmetallic Mineral Product Manufacturing

331 13

Primary Metal Manufacturing

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2022 12

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

241

13.9%

-1.1%

0.1%

0.0%

0.1%

2.2%

1.0%

0.2%

0.0%

0.6%

0.4%

2.2%

0.8%

0.0%

1.2%

0.3%

2.0%

0.5%

0.7%

0.3%

0.2%

0.1%

0.5%

0.1%

0.7%

0.3%

0.2%

0.1%

0.6%

0.3%

5.5%

-0.1%

0.9%

0.2%

0.6%

-0.1%

0.7%

0.2%

TABLE X

FISCAL YEAR 2023 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

332 13

Fabricated Metal Product Manufacturing

333 13

Machinery Manufacturing

334 13

Computer and Electronic Product Manufacturing

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

336 13

Transportation Equipment Manufacturing

337 13

Furniture and Related Product Manufacturing

339 13

Miscellaneous Manufacturing

423 13

Merchant Wholesalers, Durable Goods

424 13

Merchant Wholesales, Nondurable Goods

425 13

Wholesale Electric Markets and Agent and Brokers

441 13

Motor Vehicle and Parts Dealers

442 13

Furniture and Home Furnishing Stores

444 13

Electronics and Appliance Stores

445 13

Food and Beverage Stores

446 13

Health and Personal Care Stores

447 13

Gasoline Stations

448 13

Clothing and Clothing Accessories Stores

451 13

Sporting Goods, Hobby, Book, and Music Stores

452 13

General Merchandise Stores

453 13

Miscellaneous Store Retailers

454 13

Nonstore Retailers

NUMBER

PERCENT

OF TOTAL

CLEARANCE

GRANTED TO FTC

OR DOJ

SECOND REQUEST

INVESTIGATIONS 3

% POINTS

CHANGE

FROM FY

2022 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.7%

-0.5%

1.8%

0.1%

1.4%

0.2%

0.5%

-0.1%

1.2%

0.2%

0.1%

0.0%

1.2%

-0.1%

4.1%

-0.8%

4.9%

0.9%

0.2%

0.1%

1.3%

-0.1%

0.1%

0.0%

0.2%

-0.1%

0.5%

0.2%

0.5%

0.4%

0.0%

0.2%

0.0%

0.1%

-0.3%

0.6%

0.0%

TABLE X

FISCAL YEAR 2023 1

INDUSTRY GROUP OF ACQUIRING PERSON

3 DIGIT

NAICS

CODE 11

INDUSTRY DESCRIPTION

481 13

Air Transportation

482 13

Railroad Transportation

483 13

Water Transportation

484 13

Truck Transportation

485 13

Transit and Ground Transportation

486 13

Pipeline Transportation

488 13

Support Actitivies for Transportation

492 13

Couriers

493 13

Warehousing and Storage

511 13

Publishing Industries (except Internet)

512 13

Motion Pictures and Sound Recording Industries

515 13

Broadcasting (except Internet)

517 13

Telecommunications

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

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

2022 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.1%

-0.1%

0.1%

0.0%

0.5%

0.4%

0.7%

0.3%

0.2%

0.5%

0.1%

1.1%

-0.3%

0.1%

0.0%

2.9%

-1.5%

0.5%

0.1%

0.3%

0.1%

0.6%

-0.1%

0.9%

-0.7%

0.7%

-0.3%

1.8%

-0.4%

183

10.5%

-0.1%

3.6%

-0.2%

2.2%

0.4%

0.5%

-0.3%

0.7%

-0.1%

TABLE X

FISCAL YEAR 2023 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 Companies and Enterprises

561 13

Administrative and Support Services

562 13

Waste Management and Remediation Services

611 13

Educational Services

621 13

Ambulatory Health Care Services

622 13

Hospitals

623 13

Nursing Care Facilities

624 13

Social Assistance

711 13

Performing Arts, Spector Sports, and Related Industries

713 13

Amusement, Gambling, and Recreation Industries

721 13

Accommodation

722 13

Food Services and Drinking Places

811 13

Repairs and Maintenance

812 13

Personal and Laundry Services

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

2022 12

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.7%

0.2%

115

6.6%

-1.6%

0.2%

-0.1%

3.1%

0.2%

0.6%

0.0%

0.3%

-0.2%

1.7%

-0.1%

1.6%

0.8%

0.1%

0.0%

0.1%

0.0%

0.3%

0.0%

0.5%

0.3%

0.1%

-0.2%

0.7%

-0.1%

0.5%

0.0%

0.2%

0.1%

1,735

100.0%

124

185

TABLE XI

FISCAL YEAR 2023

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2022 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

3.5%

-0.1%

111 13

Crop Production

0.1%

0.0%

115 13

Support Activities for Agriculture and Forestry

0.1%

0.0%

211 13

Oil and Gas Extraction

2.5%

1.1%

212 13

Mining (except Oil and Gas)

0.7%

0.4%

213 13

Support Activities for Mining

0.7%

0.3%

221 13

Utilities

2.8%

0.8%

236 13

Construction of Buildings

0.2%

0.0%

237 13

Heavy and Civil Engineering Construction

0.6%

-0.2%

238 13

Specialty Trade Contractors

1.6%

0.2%

311 13

Food and Kindred Products

2.4%

0.2%

312 13

Beverage and Tobacco Product Manufacturing

0.5%

-0.2%

313 13

Textile Mills

0.1%

0.0%

315 13

Apparel Manufacturing

0.1%

0.0%

321 13

Wood Product Manufacturing

0.6%

0.0%

322 13

Paper Manufacturing

0.5%

0.1%

323 13

Printing and Related Support Actitivies

0.2%

-0.2%

324 13

Petroleum and Coal Products Manufacturing

0.4%

0.2%

325 13

Chemical Manufacturing

4.8%

0.9%

326 13

Plastics and Rubber Manfuacturing

0.6%

-0.5%

327 13

Nonmetallic Mineral Product Manufacturing

0.6%

0.1%

TABLE XI

FISCAL YEAR 2023

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2022 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

0.6%

0.1%

332 13

Fabricated Metal Product Manufacturing

1.0%

-0.3%

333 13

Machinery Manufacturing

2.0%

0.5%

334 13

Computer and Electronic Product Manufacturing

2.1%

-0.1%

335 13

Electrical Equipment, Applicance, and Component

Manufacturing

Transportation Equipment Manufacturing

0.6%

-0.1%

1.5%

0.1%

337 13

Furniture and Related Product Manufacturing

0.1%

0.0%

339 13

Miscellaneous Manufacturing

1.4%

0.2%

423 13

Merchant Wholesalers, Durable Goods

5.5%

0.1%

424 13

Merchant Wholesales, Nondurable Goods

5.1%

0.8%

425 13

Wholesale Electric Markets and Agent and Brokers

0.2%

0.1%

441 13

Motor Vehicle and Parts Dealers

1.3%

0.1%

442 13

Furniture and Home Furnishing Stores

0.1%

0.0%

444 13

Electronics and Appliance Stores

0.2%

0.0%

445 13

Food and Beverage Stores

0.2%

-0.1%

446 13

Health and Personal Care Stores

0.8%

0.6%

447 13

Gasoline Stations

0.6%

0.4%

448 13

Clothing and Clothing Accessories Stores

0.5%

0.2%

452 13

General Merchandise Stores

0.2%

0.1%

453 13

Miscellaneous Store Retailers

0.2%

0.0%

454 13

Nonstore Retailers

1.3%

0.0%

336 13

TABLE XI

FISCAL YEAR 2023

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2022 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

0.3%

-0.3%

483 13

Water Transportation

0.3%

0.1%

484 13

Truck Transportation

0.9%

0.5%

485 13

Transit and Ground Transportation

0.2%

0.0%

486 13

Pipeline Transportation

0.7%

0.1%

488 13

Support Actitivies for Transportation

1.2%

-0.4%

492 13

Couriers

0.1%

0.0%

493 13

Warehousing and Storage

0.5%

0.0%

511 13

Publishing Industries (except Internet)

111

6.4%

-2.4%

512 13

Motion Pictures and Sound Recording Industries

0.5%

0.0%

515 13

Broadcasting (except Internet)

0.5%

0.1%

517 13

Telecommunications

1.4%

0.5%

518 13

Internet Service Providers, Web Search Portals, and Data

Processing Services

Other Information Services

2.1%

-1.4%

1.0%

-1.0%

522 13

Credit Intermediation and Related Activities

1.8%

-0.4%

523 13

Securitites, Commodity Contracts, and Other Financial

Investments and Related Activities

4.1%

0.7%

524 13

Insurance Carriers and Related Actitivities

3.3%

-0.2%

525 13

Funds, Trusts, and Other Financial Vehicles

0.2%

-0.2%

531 13

Real Estate

0.6%

-0.3%

532 13

Rental and Leasing Services

1.0%

0.0%

533 13

Lessors of Nonfinancial Intangible Assets (except Copyrighted

Works)

0.9%

0.0%

519 13

TABLE XI

FISCAL YEAR 2023

INDUSTRY GROUP OF ACQUIRED ENTITIES

3 DIGIT

NAICS

CODE

INDUSTRY DESCRIPTION

NUMBER

% POINTS

PERCENT

CHANGE

OF TOTAL

FROM FY

2022 12

CLEARANCE

GRANTED TO FTC

OR DOJ

FTC

DOJ

TOTAL

NUMBER OF

3 DIGIT

SECOND REQUEST 3

INTRAINVESTIGATIONS

INDUSTRY

TRANSACTIONS 14

FTC

DOJ TOTAL

541 13

Professional, Scientific, and Technical Services

186

10.7%

-0.9%

551 13

Management Companies and Enterprises

0.1%

0.0%

561 13

Administrative and Support Services

2.9%

-0.5%

562 13

Waste Management and Remediation Services

1.5%

0.7%

611 13

Educational Services

0.8%

0.0%

621 13

Ambulatory Health Care Services

1.9%

-1.0%

622 13

Hospitals

1.3%

0.4%

623 13

Nursing Care Facilities

0.2%

0.0%

624 13

Social Assistance

0.2%

0.0%

711 13

Performing Arts, Spector Sports, and Related Industries

0.6%

0.2%

713 13

Amusement, Gambling, and Recreation Industries

0.9%

0.4%

721 13

Accommodation

0.1%

-0.2%

722 13

Food Services and Drinking Places

0.7%

0.1%

811 13

Repairs and Maintenance

0.9%

0.1%

812 13

Personal and Laundry Services

0.3%

0.1%

813 13

Religious, Grantmaking, Civic, Professional, and Similar

Organizations

0.1%

0.0%

1,735

100.0%

124

185

1 Fiscal year 2023 figures include transactions reported between October 1, 2022 and September 30, 2023.

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 2023, 1,805 transactions were reported under the HSR Premerger Notification program. The smaller number, 1,735, 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 2023 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. In addition, the 2023 Merger Filing Fee Modernization Act introduced additional filing fee tiers and new filing fees. Both the filing fee tiers and the filing fees are adjusted

annually along with the jurisdictional thresholds.

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 2022 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, D.C. 20580

Office of the Chair

July 1, 2024

The Honorable Jim Jordan

Chairman, Committee on the Judiciary

U.S. House of Representatives

Washington, DC 20515

The Honorable Jerrold Nadler

Ranking Member, Committee on the Judiciary

U.S. House of Representatives

Washington, D.C. 20515

The Honorable Thomas Massie

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

U.S. House of Representatives

Washington, D.C. 20515

The Honorable Lou Correa

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

U.S. House of Representatives

Washington, D.C. 20515

Dear Chairman Jordan, Ranking Member Nadler, Chairman Massie, and Ranking Member

Correa:

On behalf of the Federal Trade Commission and the Justice Department’s Antitrust Division

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

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

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

Summary of the FY2023 HSR Annual Report

In fiscal year 2023, 1,805 transactions were reported under the Hart-Scott-Rodino Antitrust

Improvements (HSR) Act, which is in line with the number of transactions reported over the past

10 years, excluding the record high number of transactions reported in fiscal years 2021 and

2022. Nearly one-fourth of the transactions reviewed by the Agencies were valued over $1

billion, continuing a trend in recent years towards larger and more complex transactions.

During fiscal year 2023, the Federal Trade Commission took enforcement actions against 16

deals: four in which the Commission initiated administrative or federal court litigation; ten in

which the transaction was abandoned or restructured after the Commission raised concerns about

the threat they posed to competition; and two in which it issued consent orders for public

comment. The Antitrust Division took enforcement actions against 12 deals: two that were

blocked through lawsuits in U.S. district court; ten in which the transaction was abandoned or

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.

FY23 Total Fee Estimate (Oct – Feb) – prior fee structure

October –

$21,337,500

November –

$24,665,275

December –

$17,167,600

January –

$18,577,550

February (adjusted) – $19,775,010

Total (Oct – Feb):

$101,522,935

FY23 Total Fee Estimate (Mar – Sept) – applying prior fee structure

210 Tier 1 Transactions @ $45,000 =

482 Tier 2 Transactions @ $125,000 =

231 Tier 3 Transactions @ $280,000 =

Total (Mar – Sep):

$9,450,000

$60,250,000

$64,680,000

$134,380,000

If the MMA did not apply, total collections for FY23 would have been $235,902,935,

with $117,951,467.50 made available to the FTC and $117,951,467.50 made available to

the Department of Justice.

Actual Filing Fee Revenue for FY23 was $343,628,165.01, with $171,814,082.51 made

available to the FTC and $171,814,082.50 made available to the Department of Justice.

Difference due to MMA: +$107,725,230.01

(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 2022

193

166

359

FY 2023

218

200

418

FY 2022

208

FY 2023

220

(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 no such actions during FY23.

(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: Zero percent during FY23.

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

contact Jeanne Bumpus, FTC Director of the Office of Congressional Relations, at (202) 3262946 or Slade Bond, DOJ Deputy Assistant Attorney General, Office of Legislative Affairs, at

202-616-8795.

Sincerely,

Lina M. Khan

Chair, Federal Trade Commission

Appendix A: HSR PREMERGER FILING FEES

FY 2023 SUMMARY REPORT

PREPARED BY FEDERAL TRADE COMMISSION

Filing Fee Thresholds

Filing Fee

Filings

Fees Collected

Refunds

Net Fee Income

FY 2023 Fee Distribution:

DOJ

FTC

Total Distributed Fees

$92M - < $184M

$45,000

$184M - < $919.9M

$125,000

$919.9M or

Greater

$280,000

FY 2023 Fee Collections and Income

$111.4M - <

$161.5M - <

$161.4M

$499.9M

$500M - < $999.9M

$30,000

$100,000

$250,000

$1B - < 1.9B

$400,000

$2B - < $4.9B

$800,000

$5B or Greater

$2,250,000

254.0

11,430,000

396.0

49,500,000

133.5

37,380,000

182.5

5,475,000

432.0

43,200,000

163.5

40,875,000

93.0

37,200,000

52.0

41,600,000

32.0

72,000,000

11,430,000

49,500,000

37,380,000

5,475,000

43,200,000

40,875,000

37,200,000

41,600,000

72,000,000

Year-to-Date

171,814,082.50

171,814,082.51

343,628,165.01

The first three tiers cover October through February and the last six tiers cover February through September.

During fiscal year 2023, 1,805 transactions were reported under the HSR Premerger Notification program. The smaller number here,

1,738.50, reflects filing fees received (including partial fees), and adjustments to eliminate the following types of transactions, for which no

transaction fee was received: (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).

Other Amounts

7,291,466

(2,323,301)

4,968,165

TOTAL

1,738.50

345,951,466.01

(2,323,301.00)

343,628,165.01

UNITED STATES OF AMERICA

Federal Trade Commission

WASHINGTON, D.C. 20580

Office of the Chair

July 1, 2024

The Honorable Dick Durbin

Chair, Committee on the Judiciary

U.S. Senate

Washington, D.C. 20510

The Honorable Lindsey Graham

Ranking Member, Committee on the Judiciary

U.S. Senate

Washington, D.C. 20510

The Honorable Amy Klobuchar

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

Committee on the Judiciary

U.S. Senate

Washington, D.C. 20510

The Honorable Mike Lee

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

Committee on the Judiciary

U.S. Senate

Washington, D.C. 20510

Dear Chair Durbin, Ranking Member Graham, Chair Klobuchar, and Ranking Member Lee: