CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

PUBLIC / UNCLASSIFIED VERSION

COMMITTEE ON 

FOREIGN INVESTMENT 

IN THE UNITED STATES

ANNUAL REPORT TO CONGRESS

Report Period: CY 2021
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CFIUS ANNUAL REPORT TO CONGRESS

REPORT PERIOD: CY 2021 
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TABLE OF CONTENTS

The Committee on Foreign Investment in the United States .............................................................................viii

SECTION I: COVERED TRANSACTIONS ................................................................................................................. 1

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

A. Information Regarding 2021 Covered Transaction Declarations .....................................................................4

1. Information Regarding 2021 Declarations...................................................................................................5

2. Declarations by Country or Economy, 2019-2021 .....................................................................................11

3. Information on Committee Turnaround for Acceptance...........................................................................13

4. Waivers Granted of Mandatory Filing Requirements................................................................................14

B. Information Regarding 2021 Covered Transaction Notices ...........................................................................15

C. Specific, Cumulative, and Trend Data for Covered Transactions, Withdrawals, and Investigations..............16

1. Committee Turnaround of Comments, Acceptance, Notices ....................................................................18

D. Covered Notices by Business Sector and Country ..........................................................................................19

1. Covered Notices by Business Sector of U.S. Companies, 2012-2021.........................................................19

2. Covered Notices by Country or Economy, 2019-2021 ...............................................................................32

E. Withdrawn Notices.........................................................................................................................................37

F. Mitigation Measures and Conditions.............................................................................................................38

G. Perceived Adverse Effects of Covered Transactions ......................................................................................40

H. Compliance Plans and Assessment of Compliance with Mitigation Agreements and Conditions .................44

I. Non-Notified Transactions..............................................................................................................................45

J. Committee Hiring ...........................................................................................................................................46

SECTION II: CRITICAL TECHNOLOGIES.................................................................................................................47

A. Whether There is Credible Evidence of a Coordinated Strategy to Acquire Critical Technology Companies ........ 48

1. Key Judgments................................................................................................................................................... 48

2. Summary of Foreign M&A Activity in the United States.................................................................................... 48

3. Frequency of Activity by Countries and Companies .......................................................................................... 49

B. Whether Foreign Governments used Espionage Activities to Obtain Commercial Secrets Related to Critical 

Technologies............................................................................................................................................................... 51

1. Key Finding......................................................................................................................................................... 51

SECTION III: FOREIGN DIRECT INVESTMENT IN THE UNITED STATES BY COUNTRIES THAT BOYCOTT ISRAEL OR DO 

NOT BAN TERRORIST ORGANIZATIONS..............................................................................................................52

A. Summary of Findings and Conclusions of Study.............................................................................................53

B. Study Methodology ........................................................................................................................................54

1. Identification of Relevant Countries ..........................................................................................................54

2. Scope of Foreign Direct Investment...........................................................................................................55
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

vi

C. Detailed Findings of Study..............................................................................................................................56

1. Identification of the Subject M&A Transactions........................................................................................56

2. National Security Effects of the Subject M&A Transactions......................................................................57

APPENDIX .........................................................................................................................................................58
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The Committee on Foreign Investment in the United States

Authority and Composition 

The Committee on Foreign Investment in the United States (CFIUS or the Committee) is an interagency 

body of the U.S. Government that is authorized by law to review and address national security risks 

arising from certain transactions involving foreign investment in the United States. The review is solely 

to determine the effect of the transaction on the national security of the United States. 

CFIUS member agencies include the Departments of the Treasury (chair), State, Defense, Justice, 

Commerce, Energy, and Homeland Security; the Office of the United States Trade Representative; and 

the Office of Science and Technology Policy within the Executive Office of the President. The Office of 

the Director of National Intelligence and the Department of Labor are ex-officio members, and five 

White House offices are observers. As needed to assess the national security effects of a transaction, 

CFIUS involves other federal government agencies in its reviews, such as the Departments of 

Transportation, Health and Human Services, and Agriculture.

CFIUS operates pursuant to section 721 of the Defense Production Act of 1950, as amended (Section 

721), and as implemented by Executive Order 11858, as amended, and the regulations at chapter VIII of 

title 31 of the Code of Federal Regulations (C.F.R.). 

On August 13, 2018, the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) was 

enacted, which, among other things, amended Section 721.1FIRRMA strengthened and modernized 

CFIUS to enhance its ability to address national security concerns, including by broadening the 

authorities of the President and CFIUS to review and take action to address any national security 

concerns arising from certain non-controlling investments and real estate transactions involving foreign 

persons. FIRRMA also made various changes to the CFIUS review process. Certain of the changes took 

effect immediately upon enactment, while other changes took effect after enactment—most notably, in 

2020 through the final regulations implementing many of the provisions in FIRRMA.

Process 

With the exception of certain transactions that are subject to the mandatory filing requirement 

authorized under FIRRMA, parties voluntarily submit declarations or notices of transactions to CFIUS.

CFIUS also has had, and continues to have, the authority to review pending or completed transactions 

even absent a voluntary filing by the parties if a member of the Committee has reason to believe that 

the transaction is subject to CFIUS jurisdiction and may raise national security concerns. 

CFIUS is required to complete a “review” of a notified transaction within 45 days. CFIUS may initiate an 

“investigation” that could last up to 45 additional days if CFIUS determines that it needs additional time 

to complete its assessment following the conclusion of the “review” period. 

Instead of a voluntary notice, parties may alternatively submit a declaration: an abbreviated notification 

to which the Committee must respond within a 30-day assessment period. After assessing a submitted 

declaration, CFIUS is authorized to (1) request that parties file a written notice; (2) inform the parties 

1 Prior to FIRRMA, Section 721 was last amended by the Foreign Investment and National Security Act of 2007 

(FINSA).
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

ix

that the Committee is unable to conclude action with respect to the transaction on the basis of the 

declaration and that the parties may file a written notice; (3) initiate a unilateral review; or (4) notify the 

parties that the Committee has concluded all action under Section 721.

CFIUS will conclude all action with respect to a transaction if it determines that the transaction does not 

pose any unresolved national security concerns, that any national security concerns are adequately 

addressed by laws other than Section 721 and the International Emergency Economic Powers Act 

(IEEPA), or that mitigation measures agreed to or imposed by CFIUS address any unresolved national 

security concerns. If CFIUS determines that the transaction poses unresolved national security concerns, 

it will refer the transaction to the President unless the parties choose to abandon the transaction. The 

President may suspend or prohibit the transaction, including by requiring divestment. By law, the 

President has to make a decision no later than 15 days after the completion of CFIUS's investigation or 

the date on which CFIUS otherwise referred the transaction to the President. The President must 

publicly announce such a decision. 

CFIUS will seek mitigation measures or refer a transaction to the President only after such action is 

justified in a detailed written analysis of the national security risk posed by the transaction. CFIUS 

determinations are confirmed at senior levels by CFIUS member agencies. 

With limited exceptions, any transaction submitted to CFIUS for review that CFIUS determines is subject 

to its jurisdiction—i.e., a “covered transaction” or equivalent under the regulations at chapter VIII of 

title 31 of the C.F.R.—and for which it concludes all action receives a “safe harbor.” This means that 

CFIUS and the President will not subject the transaction to review again, absent certain exceptional 

circumstances (e.g., discovery of a material misstatement). 

By law, CFIUS treats as confidential information provided to CFIUS by parties to a transaction. 

Additionally, CFIUS does not reveal the fact that parties have submitted a transaction for review.

This Annual Report 

This CFIUS annual report (Annual Report or Report) covers transactions filed with CFIUS in calendar year 

2021. Because the regulations implementing FIRRMA became fully effective in February 2020, this 

Annual Report for CY 2021 represents the first full calendar year in which the Committee operated 

pursuant to all of the new requirements and processes implemented under FIRRMA.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

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SECTION I: COVERED TRANSACTIONS

Introduction

This section of the Annual Report has been prepared in accordance with the following information 

requirements under Section 721(m) and as applicable for the reporting period (calendar year 2021):

A. A list of all notices filed, and all reviews or investigations of covered transactions completed 

during the period, with –

a. A description of the outcome of each review or investigation, including whether an 

agreement was entered into or condition was imposed under Section 721(l)(3)(A) with 

respect to the transaction being reviewed or investigated, and whether the President 

took any action under this section with respect to that transaction;

b. Basic information on each party to each such transaction;

c. The nature of the business activities or products of the United States business with 

which the transaction was entered into or intended to be entered into; and

d. Information about any withdrawal from the process.

B. Specific, cumulative, and, as appropriate, trend information on the numbers of filings, 

investigations, withdrawals, and decisions or actions by the President under Section 721;

C. Cumulative and, as appropriate, trend information on the business sectors involved in the filing 

which have been made, and the countries from which the investments have originated;

D. Information on whether companies that withdrew a notice to the Committee in accordance with 

Section 721(b)(1)(c)(ii) later refiled such notices, or, alternatively, abandoned the transaction;

E. The types of security arrangements and conditions the Committee has used to mitigate national 

security concerns about a transaction, including a discussion of the methods that the Committee 

and any lead agency are using to determine compliance with such arrangements or conditions; 

F. A detailed discussion of all perceived adverse effects of covered transactions on the national 

security or critical infrastructure of the United States that the Committee will take into account 

in its deliberations during the period before delivery of the next report, to the extent possible;

G. Statistics on compliance plans conducted and actions taken by the Committee under Section 

721(I)(6), including subparagraph (D) of Section 721(I)(6), during that period, a general 

assessment of the compliance of parties with agreements entered into and conditions imposed 

under Section 721(I)(3)(A) that are in effect during that period, including a description of any 

actions taken by the Committee to impose penalties or initiate a unilateral review pursuant to 

Section 721(b)(1)(D)(iii), and any recommendations for improving the enforcement of such 

agreements and conditions;

H. Cumulative and, as appropriate, trend information on the number of declarations filed under 

Section 721(b)(1)(C)(v), the actions taken by the Committee in response to those declarations, 

and the business sectors involved in those declarations, and the countries involved in those 

declarations; 

I. A description of –
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a. The methods used by the Committee to identify non-notified and non-declared 

transactions under Sections 721(b)(1)(H);

b. Potential methods to improve such identification and the resources required to do so; 

and

c. The number of transactions identified through the process established under that 

subsection during the reporting period and the number of such transactions flagged for 

further review;

J. A summary of the hiring practices and policies of the Committee pursuant to Section 721(k)(4); 

and

K. A list of the waivers granted by the Committee under Section 721(b)(1)(C)(v)(IV)(bb)(CC).

Sub-section 721(m)(4)(B) specifies that the classified version of the Annual Report include the following 

information, as applicable:

L. If the Committee recommended that the President suspend or prohibit a covered transaction 

because the transaction threatened to impair the national security of the United States, a 

notification to Congress of the recommendation.

Additionally, Section 721(m) specifies that the unclassified version of the Annual Report include the 

following information, as applicable:

• The number of notices submitted under Section 721(b)(1)(C)(i);

• The number of declarations submitted under Section 721(b)(1)(C)(v) and the number of such 

declarations that were required under subclause (IV) of Section 721(b)(1)(C)(v);

• The number of declarations submitted under Section 721(b)(1)(C)(v) for which the Committee 

required re-submission as notices under Section 721(b)(1)(C)(i);

• The average number of days that elapsed between submission of a declaration under Section 

721(b)(1)(C)(v) and the acceptance of the declaration by the Committee;

• The median and average number of days that elapsed between acceptance of a declaration by 

the Committee and a response described in Section 721(b)(1)(C)(v)(III);

• Information on the time it took the Committee to provide comments on, or to accept, notices 

submitted under Section 721(b)(1)(C)(i), including –

o The average number of business days that elapsed between the date of submission of a 

draft notice and the date on which the Committee provided written comments on the 

draft notice;

o The average number of business days that elapsed between the date of submission of a 

formal written notice and the date on which the Committee accepted or provided 

written comments on the formal written notice; and

o If the average number of business days for a response by the Committee reported under 

the prior sub-bullets exceeded 10 business days –
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▪ An explanation of the causes of such delays, including whether such delays are 

caused by resource shortages, unusual fluctuations in the volume of notices, 

transaction characteristics, or other factors, and

▪ An explanation of the steps that the Committee anticipates taking to mitigate 

the causes of such delays and otherwise to improve the abilities of the 

Committee to provide comments on, or to accept, notices within 10 business 

days;

o The number of reviews or investigations conducted under Section 721(b);

o The number of investigations that were subject to an extension under Section 

721(b)(2)(C)(ii);

o Information on the duration of those reviews and investigations, including the median 

and average number of days required to complete those reviews and investigations;

o The number of notices submitted under Section 721(b)(1)(C)(i) and declarations 

submitted under Section 721(b)(1)(C)(v) that were rejected by the Committee;

o The number of such notices and declarations that were withdrawn by a party to the 

covered transaction;

o The number of such withdrawals that were followed by the submission of a subsequent 

such notice or declaration relating to a substantially similar covered transaction; and

o Such other specific, cumulative, or trend information that the Committee determines is 

advisable to provide for an assessment of the time required for reviews and 

investigations of covered transactions under this section.

Sections II and III of the Report below address other information requirements under Section 721(m) 

relating to critical technologies and foreign direct investment in the United States by countries that 

boycott Israel or do not ban terrorist organizations. 
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

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A. Information Regarding 2021 Covered Transaction Declarations

During 2021, any transaction2could be notified to CFIUS by declaration or notice, including certain 

transactions subject to mandatory filing requirements. During the reporting period, declarations were 

mandatory for certain control transactions and non-controlling investments in the U.S. businesses that 

produce, design, test, manufacture, fabricate, or develop one or more critical technologies, consistent 

with the definitions set forth in FIRRMA. 

Additionally, declarations were mandatory for certain covered transactions if the transaction involved 

an investment that resulted in the acquisition, directly or indirectly, of a substantial interest in a “TID 

U.S. business”3 by a foreign person in which a foreign government has, directly or indirectly, a 

substantial interest.

Under FIRRMA, CFIUS is authorized to take the following actions after its assessment of submitted 

declarations for covered transactions: 

• Request that the parties file a written notice;

• Inform the parties that the Committee is unable to conclude action with respect to the 

transaction on the basis of the declaration and that the parties may file a written notice;

• Initiate a unilateral review; or

• Notify the parties that the Committee has concluded all action under Section 721.

CFIUS conducted an assessment and took one of the actions outlined above with respect to 164 

declarations of covered transactions submitted in 2021. One of these submissions was a real estate 

declaration.

• Based on stipulations provided by the parties, 47 declarations were subject to mandatory filing 

requirements.

• CFIUS requested that the parties to 30 declarations file a written notice, following an 

assessment.

• CFIUS informed the parties to 12 declarations that the Committee was unable to conclude 

action.

• CFIUS notified the parties to 120 declarations that the Committee had concluded all action 

under Section 721.

• CFIUS rejected two declarations. In one of these instances, the parties re-filed as a notice.

2 Any transaction subject to the regulations implementing FIRRMA effective February 13, 2020.

3 As defined by 21 C.F.R § 800.248, which describes businesses involved with critical technologies, covered 

investment critical infrastructure, or sensitive personal data.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

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1. Information Regarding 2021 Declarations

Table I-1 provides cumulative information regarding covered transaction declarations submitted in 2021.

Table I-1. Declarations and Withdrawals

Declarations and Withdrawals, 2018-2021

Year Number of Declarations Declarations Withdrawn

2018 20 1

2019 94 1

2020 126 1

2021 164 0

Total 404 3

Table I-2 on the following pages provides a breakdown by subsector and NAICS code for the covered 

declarations cumulatively filed with CFIUS from 2019 through 2021.4

Table I-2. Covered Declarations by Business Sector of U.S. Companies, 2019-20215

Business Sector 4-Digit 

NAICS

3-Digit 

NAICS

3-Digit NAICS 

Category

2021 

Declarations6

% of 3-Digit Corresponding NAICS 

Code7

2021 2020 2019 2019-2021 

Oil and Gas Extraction 2111 211 Oil and Gas 

Extraction

2 100% N/A N/A 100%

Metal Ore Mining 2122 212 Mining (except Oil 

and Gas)

1 100% 50% N/A 67%

Nonmetallic Mineral 

Mining and Quarrying

2123 212 Mining (except Oil 

and Gas)

0 0% 50% N/A 33%

Support Activities for 

Mining

2131 213 Support Activities for 

Mining

0 N/A 100% N/A 100%

Electric Power 

Generation, 

Transmission and 

Distribution

2211 221 Utilities 9 90% 93% 100% 92%

4

In this Report, industry sectors and subsectors are defined using 2012 and 2017 North American Industry 

Classification System (NAICS) codes of the target company. Whenever possible, the NAICS code assigned to each 

target company is based upon information provided by the parties in the notice. If no NAICS code was provided, 

CFIUS determined the most appropriate NAICS code using publicly available information.

5 Throughout this Report, figures may not add up to 100 percent due to rounding in presenting summary data.

6 Does not include real estate declarations.

7

Some declarations submitted under the Pilot Program in 2018 and 2019 included multiple NAICS codes. For cells 

marked “N/A” there were no notices corresponding to the 3-digit NAICS code for the given time period.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

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Business Sector 4-Digit 

NAICS

3-Digit 

NAICS

3-Digit NAICS 

Category

2021 

Declarations

% of 3-Digit Corresponding NAICS 

Code

2021 2020 2019 2019-2021 

Water, Sewage and Other 

Systems

2213 221 Utilities 1 10% 7% 0% 8%

Utility System 

Construction

2371 237 Heavy and Civil 

Engineering 

Construction

1 100% N/A N/A 100%

Building Equipment 

Contractors

2382 238 Specialty Trade 

Contractors

0 N/A 100% N/A 100%

Other Textile Product 

Mills

3149 314 Textile Product Mills 1 100% N/A N/A 100%

Petroleum and Coal 

Products 

Manufacturing

3241 324 Petroleum and Coal 

Products 

Manufacturing

1 100% N/A N/A 100%

Basic Chemical 

Manufacturing

3251 325 Chemical 

Manufacturing

0 0% N/A 100% 55%

Resin, Synthetic 

Rubber, and Artificial 

Synthetic Fibers and 

Filaments 

Manufacturing

3252 325 Chemical 

Manufacturing

1 50% N/A N/A 9%

Pharmaceutical and 

Medicine 

Manufacturing

3254 325 Chemical 

Manufacturing

1 50% 100% N/A 36%

Plastics Product 

Manufacturing

3261 326 Plastics and Rubber 

Products 

Manufacturing

1 100% N/A N/A 100%

Glass and Glass Product 

Manufacturing

3272 327 Nonmetallic Mineral 

Product 

Manufacturing

0 N/A 67% N/A 67%

Other Nonmetallic 

Mineral Product 

Manufacturing

3279 327 Nonmetallic Mineral 

Product 

Manufacturing

0 N/A 33% N/A 33%

Iron and Steel Mills and 

Ferroalloy 

Manufacturing

3311 331 Primary Metal 

Manufacturing

1 50% N/A N/A 25%

Steel Product 

Manufacturing from 

Purchased Steel

3312 331 Primary Metal 

Manufacturing

1 50% 100% N/A 75%

Forging and Stamping 3321 332 Fabricated Metal 

Product 

Manufacturing

0 0% 33% 0% 9%

Architectural and 

Structural Metals 

Manufacturing

3323 332 Fabricated Metal 

Product 

Manufacturing

1 14% 0% 0% 9%

Machine Shops; Turned 

Product; and Screw, 

Nut, and Bolt 

Manufacturing

3327 332 Fabricated Metal 

Product 

Manufacturing

0 0% 33% 0% 9%

Coating, Engraving, 

Heat Treating, and 

Allied Activities

3328 332 Fabricated Metal 

Product 

Manufacturing

4 57% 0% 0% 36%
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Business Sector 4-Digit 

NAICS

3-Digit 

NAICS

3-Digit NAICS 

Category

2021 

Declarations

% of 3-Digit Corresponding NAICS 

Code

2021 2020 2019 2019-2021 

Other Fabricated Metal 

Product Manufacturing

3329 332 Fabricated Metal 

Product 

Manufacturing

2 29% 33% 100% 36%

Agriculture, 

Construction, and 

Mining Machinery 

Manufacturing

3331 333 Machinery 

Manufacturing

2 20% 0% 0% 9%

Industrial Machinery 

Manufacturing

3332 333 Machinery 

Manufacturing

0 0% 0% 38% 13%

Commercial and Service 

Industry Machinery 

Manufacturing

3333 333 Machinery 

Manufacturing

4 40% 60% 50% 48%

Metalworking 

Machinery 

Manufacturing

3335 333 Machinery 

Manufacturing

0 0% 20% 0% 4%

Engine, Turbine, and 

Power Transmission 

Equipment 

Manufacturing

3336 333 Machinery 

Manufacturing

3 30% 0% 13% 17%

Other General Purpose 

Machinery 

Manufacturing

3339 333 Machinery 

Manufacturing

1 10% 20% 0% 9%

Computer and 

Peripheral Equipment 

Manufacturing

3341 334 Computer and 

Electronic Product 

Manufacturing

5 26% 38% 28% 29%

Communications 

Equipment 

Manufacturing

3342 334 Computer and 

Electronic Product 

Manufacturing

4 21% 13% 20% 19%

Semiconductor and 

Other Electronic 

Component 

Manufacturing

3344 334 Computer and 

Electronic Product 

Manufacturing

7 37% 38% 35% 36%

Navigational, 

Measuring, 

Electromedical, and 

Control Instruments 

Manufacturing

3345 334 Computer and 

Electronic Product 

Manufacturing

3 16% 13% 16% 16%

Electrical Equipment 

Manufacturing

3353 335 Electrical Equipment, 

Appliance, and 

Component 

Manufacturing

0 N/A 0% 33% 22%

Other Electrical 

Equipment and 

Component 

Manufacturing

3359 335 Electrical Equipment, 

Appliance, and 

Component 

Manufacturing

0 N/A 100% 67% 78%

Motor Vehicle 

Manufacturing

3361 336 Transportation 

Equipment 

Manufacturing

0 0% 17% 0% 3%

Motor Vehicle Parts 

Manufacturing

3363 336 Transportation 

Equipment 

Manufacturing

0 0% 8% 0% 1%
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Business Sector 4-Digit 

NAICS

3-Digit 

NAICS

3-Digit NAICS 

Category

2021 

Declarations

% of 3-Digit Corresponding NAICS 

Code

2021 2020 2019 2019-2021 

Aerospace Product and 

Parts Manufacturing

3364 336 Transportation 

Equipment 

Manufacturing

6 86% 58% 81% 78%

Ship and Boat Building 3366 336 Transportation 

Equipment 

Manufacturing

1 14% 8% 0% 3%

Other Transportation 

Equipment 

Manufacturing

3369 336 Transportation 

Equipment 

Manufacturing

0 0% 8% 19% 15%

Other Miscellaneous 

Manufacturing

3399 339 Miscellaneous 

Manufacturing

0 N/A 100% N/A 100%

Metal and Mineral 

(except Petroleum) 

Merchant Wholesalers

4235 423 Merchant 

Wholesalers, Durable 

Goods

1 33% 100% N/A 50%

Household Appliances 

and Electrical and 

Electronic Goods 

Merchant Wholesalers

4236 423 Merchant 

Wholesalers, Durable 

Goods

2 67% 0% N/A 50%

Farm Product Raw 

Material Merchant 

Wholesalers

4245 424 Merchant 

Wholesalers, 

Nondurable Goods

0 0% 100% N/A 33%

Chemical and Allied 

Products Merchant 

Wholesalers

4246 424 Merchant 

Wholesalers, 

Nondurable Goods

1 50% 0% N/A 33%

Petroleum and 

Petroleum Products 

Merchant Wholesalers

4247 424 Merchant 

Wholesalers, 

Nondurable Goods

1 50% 0% N/A 33%

Electronic Shopping 

and Mail-Order Houses

4541 454 Nonstore Retailers 1 50% N/A N/A 50%

Direct Selling 

Establishments

4543 454 Nonstore Retailers 1 50% N/A N/A 50%

Nonscheduled Air 

Transportation

4812 481 Air Transportation 1 100% N/A N/A 100%

Rail Transportation 4821 482 Rail Transportation 0 N/A 100% N/A 100%

Deep Sea, Coastal, and 

Great Lakes Water 

Transportation

4831 483 Water Transportation 0 N/A 100% N/A 100%

Pipeline Transportation 

of Natural Gas

4862 486 Pipeline 

Transportation

0 N/A 100% N/A 100%

Support Activities for 

Air Transportation

4881 488 Support Activities for 

Transportation

2 40% 0% N/A 33%

Support Activities for 

Water Transportation

4883 488 Support Activities for 

Transportation

1 20% 0% N/A 17%

Support Activities for 

Road Transportation

4884 488 Support Activities for 

Transportation

0 0% 100% N/A 17%

Freight Transportation 

Arrangement

4885 488 Support Activities for 

Transportation

2 40% 0% N/A 33%

Software Publishers 5112 511 Publishing Industries 

(except Internet)

11 100% 100% N/A 100%
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Business Sector 4-Digit 

NAICS

3-Digit 

NAICS

3-Digit NAICS 

Category

2021 

Declarations

% of 3-Digit Corresponding NAICS 

Code

2021 2020 2019 2019-2021 

Wired and Wireless 

Telecommunications 

Carriers

5173 517 Telecommunications 4 80% 0% N/A 67%

Other 

Telecommunications

5179 517 Telecommunications 1 20% 100% N/A 33%

Data Processing, 

Hosting, and Related 

Services

5182 518 Data Processing, 

Hosting, and Related 

Services

3 100% 100% N/A 100%

Nondepository Credit 

Intermediation

5222 522 Credit Intermediation 

and Related Activities

1 100% 100% N/A 100%

Securities and 

Commodity Contracts 

Intermediation and 

Brokerage

5231 523 Securities, 

Commodity 

Contracts, and Other 

Financial Investments 

and Related Activities

1 20% 33% N/A 25%

Other Financial 

Investment Activities

5239 523 Securities, 

Commodity 

Contracts, and Other 

Financial Investments 

and Related Activities

4 80% 67% N/A 75%

Insurance Carriers 5241 524 Insurance Carriers 

and Related Activities

6 100% 50% N/A 88%

Agencies, Brokerages, 

and Other Insurance 

Related Activities

5242 524 Insurance Carriers 

and Related Activities

0 0% 50% N/A 13%

Other Investment Pools 

and Funds

5259 525 Funds, Trusts, and 

Other Financial 

Vehicles

1 100% N/A N/A 100%

Lessors of Real Estate 5311 531 Real Estate 7 70% 67% N/A 69%

Activities Related to 

Real Estate

5313 531 Real Estate 3 30% 33% N/A 31%

Commercial and 

Industrial Machinery 

and Equipment Rental 

and Leasing

5324 532 Rental and Leasing 

Services

1 100% N/A N/A 100%

Architectural, 

Engineering, and 

Related Services

5413 541 Professional, 

Scientific, and 

Technical Services

4 15% 9% 0% 11%

Computer Systems 

Design and Related 

Services

5415 541 Professional, 

Scientific, and 

Technical Services

10 39% 50% 0% 39%

Management, 

Scientific, and Technical 

Consulting Services

5416 541 Professional, 

Scientific, and 

Technical Services

3 12% 14% 0% 11%

Scientific Research and 

Development Services

5417 541 Professional, 

Scientific, and 

Technical Services

5 19% 27% 100% 31%

Advertising, Public 

Relations, and Related 

Services

5418 541 Professional, 

Scientific, and 

Technical Services

1 4% 0% 0% 2%
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

10

Business Sector 4-Digit 

NAICS

3-Digit 

NAICS

3-Digit NAICS 

Category

2021 

Declarations

% of 3-Digit Corresponding NAICS 

Code

2021 2020 2019 2019-2021 

Other Professional, 

Scientific, and Technical 

Services

5419 541 Professional, 

Scientific, and 

Technical Services

3 12% 0% 0% 6%

Management of 

Companies and 

Enterprises

5511 551 Management of 

Companies and 

Enterprises

7 100% N/A N/A 100%

Office Administrative 

Services

5611 561 Administrative and 

Support Services

1 25% 0% N/A 20%

Employment Services 5613 561 Administrative and 

Support Services

0 0% 100% N/A 20%

Business Support 

Services

5614 561 Administrative and 

Support Services

2 50% 0% N/A 40%

Investigation and 

Security Services

5616 561 Administrative and 

Support Services

1 25% 0% N/A 20%

Business Schools and 

Computer and 

Management Training

6114 611 Educational Services 1 50% 0% N/A 33%

Technical and Trade 

Schools

6115 611 Educational Services 0 0% 100% N/A 33%

Educational Support 

Services

6117 611 Educational Services 1 50% 0% N/A 33%

Medical and Diagnostic 

Laboratories

6215 621 Ambulatory Health 

Care Services

1 50% N/A N/A 50%

Other Ambulatory 

Health Care Services

6219 621 Ambulatory Health 

Care Services

1 50% N/A N/A 50%

Special Food Services 7223 722 Food Services and 

Drinking Places

1 100% N/A N/A 100%

Other Personal Services 8129 812 Personal and Laundry 

Services

1 100% 100% N/A 100%

Space Research and 

Technology

9271 927 Space Research and 

Technology

0 N/A 100% N/A 100%
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

11

2. Declarations by Country or Economy, 2019-2021

Table I-3 organizes declarations from 2019 through 2021 by country or geographic economy. Canadian 

investors accounted for the most declarations in 2021. Investors from Canada accounted for the largest 

proportion of declarations for the three-year period with 14 percent (54 declarations). Investors from 

Japan and the United Kingdom accounted for the second and third-most declarations from 2019 to 2021 

with 11 percent (43 declarations) and 8.6 percent (33 declarations), respectively. 

Table I-3. Declarations by Acquirer Home Country or Geographic Economy, 2019-2021

Declarations by Acquirer Home Country or Economy, 2019-2021

Country/Economy 2019 2020 2021 Total

Australia 0 2 8 10

Austria 0 0 1 1

Belgium 0 2 0 2

Bermuda 2 1 4 7

Brazil 0 1 0 1

British Virgin Islands 0 1 0 1

Canada 12 20 22 54

Cayman Islands 5 3 6 14

Chile 0 1 0 1

China 3 5 1 9

Colombia 1 0 0 1

Denmark 0 0 1 1

Finland 0 3 1 4

France 2 5 9 16

Germany 7 10 11 28

Guernsey 1 2 9 12

Hong Kong8

0 1 0 1

India 1 2 3 6

Ireland 4 0 2 6

8

In relevant part, Executive Order 13936 (EO) on Hong Kong Normalization (85 Fed. Reg. 43413 (July 17, 2020)) 

eliminates differential treatment between Hong Kong and China for purposes of this Report from the date of the 

EO forward (July 14, 2020). Accordingly, for CFIUS cases concluding from July 14, 2020, forward, any transaction 

for which Hong Kong is identified as the origin geographic economy of the foreign acquirer is reported as 

originating from China. Conversely, for CFIUS cases that concluded prior to July 14, 2020, any transaction for 

which Hong Kong is identified as the origin geographic economy, including references to historic data, will continue 

to be reported as originating from Hong Kong.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

12

Declarations by Acquirer Home Country or Economy, 2019-2021

Isle Of Man 0 0 1 1

Israel 0 3 2 5

Italy 1 1 4 6

Jamaica 0 0 1 1

Japan 14 18 11 43

Jersey 3 1 4 8

Luxembourg 4 1 4 9

Malaysia 0 1 0 1

Mauritius 1 0 0 1

Mexico 0 0 1 1

Netherlands 2 1 6 9

New Zealand 0 1 2 3

Norway 0 0 3 3

Qatar 0 2 1 3

Russia 0 1 1 2

Saudi Arabia 0 2 3 5

Singapore 3 4 11 18

South Africa 0 0 1 1

South Korea 9 4 11 24

Spain 0 1 2 3

Sweden 2 7 3 12

Switzerland 2 2 0 4

Taiwan 2 2 2 6

Thailand 1 0 0 1

United Arab Emirates 1 3 2 6

United Kingdom 11 12 10 33

Total 94 126 164 384
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

13

3. Information on Committee Turnaround for Acceptance

For declarations submitted in 2021, the average number of calendar days that elapsed between the date 

a declaration was submitted (i.e. became complete) and the date on which the Committee accepted the 

declaration was 5.48 days.

The following table I-4 provides information on median and average number of days required to take 

action on declarations in 2021.

Table I-4. Average and Median Days to Complete Reviews and Investigations

For Covered Declarations in 2021

Average Calendar Days 29.9

Median Calendar Days 30.0
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

14

4. Waivers Granted of Mandatory Filing Requirements

Section 721(b)(l)(C)(v)(IV)(bb)(CC) gives the Committee the ability to waive the requirement to submit a 

declaration for a transaction involving the acquisition, directly or indirectly, of a substantial interest in a 

U.S. business by a foreign person in which a foreign government has, directly or indirectly, a substantial 

interest. The Committee may waive the requirement if it determines that the foreign person 

demonstrates that the investments of the foreign person are not directed by a foreign government and 

the foreign person has a history of cooperation with the Committee.

In 2021, the Committee did not waive this requirement for any transaction.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

15

B. Information Regarding 2021 Covered Transaction Notices

There were 272 written notices of transactions filed with CFIUS in 20219that CFIUS determined to be 

“covered transactions” under 31 C.F.R. part 800 or “covered real estate transactions” under 31 C.F.R 

part 802 (collectively referred to herein as covered transactions). These figures, and those in the tables 

below, reflect the number of notices filed with CFIUS and are not adjusted to account for those 

transactions that were the subject of more than one notice—i.e., where the original notice was 

withdrawn and then refiled, as discussed in subsection I.E of this Report.

• CFIUS conducted a “review” with respect to the 272 notices of covered transactions that were 

accepted in 2021.

• CFIUS conducted a subsequent “investigation” with respect to 130 of those 272 notices.

• Three notices were subject to an extension under Section 721(b)(2)(C)(ii)(I) (which allows for 

one 15-day extension of the investigation period in extraordinary circumstances).

• CFIUS adopted or imposed mitigation measures as follows:

o CFIUS concluded action after adopting mitigation measures to resolve national security 

concerns with respect to 26 of the 272 notices. 

o CFIUS adopted mitigation measures to address residual national security concerns with 

respect to two notices that were voluntarily withdrawn and abandoned.

o Separately, in letters issued by Treasury granting the withdrawal and abandonment for 

two notices, conditions were imposed. However, these did not involve mitigation 

agreements. 

o Measures were imposed to mitigate interim risk with respect to one notice filed in 

2021.10

• 74 of the 272 notices were withdrawn. In 63 of these instances, the parties filed a new notice. 

52 were re-filed in 2021 and 11 in 2022. In nine of these instances, the parties withdrew the 

notice and abandoned the transactions after either CFIUS informed the parties that it was 

unable to identify mitigation measures that would resolve its national security concerns, or it 

proposed mitigation measures that the parties chose not to accept. In two of these instances, 

the parties withdrew their notice and abandoned the transaction due to commercial reasons.11

• No notices were rejected by CFIUS in 2021.

• There were no Presidential decisions issued in 2021.

9

In a limited number of instances, notices were filed at the end of 2020 and accepted for review in 2021. Those 

notices are accounted for in this Report.

10 Further information can be found in subsection F.

11 Further information can be found in subsection E.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

16

C. Specific, Cumulative, and Trend Data for Covered Transactions, Withdrawals, and Investigations

Table I-5 below provides an aggregated list of transactions, withdrawals, and presidential decisions from 

2012-2021. From 2012 to 2021, companies filed 1,829 notices of transactions that CFIUS determined to 

be covered transactions under Section 721. Of these 1,829 notices, approximately 1.4 percent (26 

notices) were withdrawn during the review phase. Approximately 52 percent (953 notices) resulted in 

an investigation, and of these approximately 18 percent (329 notices) were withdrawn during the 

investigation phase. Withdrawal of a notice is a function of the particular facts and circumstances of the 

specific transaction being reviewed by the Committee.

As shown in Table I-5, the number of notices of transactions subject to CFIUS jurisdiction increased from 

114 in 2012 to 272 in 2021 and is the highest number of notices reviewed by the Committee since 2012.

The proportion of notices proceeding to investigation in 2021 was approximately 48 percent, up from 47 

percent in 2020 but down from 49 percent in 2019. The overall number of covered transactions 

reviewed or assessed by the Committee (on the basis of a written notice or a declaration) increased 

substantially from 2020 to 2021.

A variety of economic factors affects the data in this Report, which may make it difficult to extrapolate 

CFIUS trends year-over-year. CFIUS considers each transaction on a case-by-case basis, and the 

disposition of any particular case – be it withdrawal, closing in review or investigations, or presidential 

decision – depends on the particular facts and circumstances of that case.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

17

Table I-5. Covered Transactions, Withdrawals, and Presidential Decisions, 2012-2021

Covered Transactions, Withdrawals, and Presidential Decisions*

2012-2021

Year Number of 

Notices

Notices 

Withdrawn During 

Review Phase

Number of 

Investigations

Notices 

Withdrawn After 

Commencement 

of Investigation

Presidential 

Decisions

2012 114 2 45 20 1

2013 97 3 49 5 0

2014 147 3 52 9 0

2015 143 3 67 10 0

2016 172 6 79 21 1

2017 237 4 172 70 1

2018 229 2 158 64 1

2019 231 0 113 30 1

2020 187 1 88 28 1

2021 272 2 130 72 0

Total 1829 26 953 329 6

*Please see Subsection E for a discussion of the reasons for which parties may seek to withdraw a 

notice.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

18

1. Committee Turnaround of Comments, Acceptance, Notices

Despite the ongoing challenges associated with COVID-19, the Committee met its obligations with 

regards to providing comments on and accepting notices.

For notices filed in 2021, the average number of business days that elapsed between the date of 

submission of a draft notice and the date on which the Committee provided written comments on the 

draft notice was 6.2 days, less than the 10-day deadline applicable under Section 721.12

For notices filed in 2021, the average number of business days that elapsed between the date of 

submission of a formal written notice and the date on which the Committee accepted the formal written 

notice was 6.0 days, less than the 10-day deadline applicable under Section 721.

The following table provides information on the median and average number of days required to 

complete reviews and investigations in 2021.

Table I-6. Average and Median Days to Complete Reviews and Investigations

For Covered Transactions in 2021 Average Calendar Days Median Calendar Days

Closing in Review 46.3 47.013

Closing in Investigation 65.0 89.5

12 This number is inclusive of all draft notices filed in 2021 regardless of whether the parties made a stipulation. 

Under FIRRMA and the CFIUS regulations that went into effect on February 13, 2020, the Committee shall provide 

comments within 10 business days of the submission of a notice if the parties stipulate that the transaction is 

covered under the CFIUS regulations.

13 These numbers may exceed 45 or 90 calendar days in some cases because, in certain circumstances, the 45th

calendar day of a review or an investigation can fall on a Saturday, Sunday, or public holiday. In those cases, the 

next business day is considered the final day of the review or investigation.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

19

D. Covered Notices by Business Sector and Country

1. Covered Notices by Business Sector of U.S. Companies, 2012-2021

The notices of covered transactions filed with CFIUS from 2012 through 2021 involved a wide range of 

industries. Approximately three-fourths of the notices were in either the Finance, Information, and 

Services sector (726 notices or 40 percent) or the Manufacturing sector (691 notices or 38 percent). The 

remainder of the notices were in the Mining Utilities and Construction sector (257 notices or 14 percent) 

and the Wholesale Trade, Retail Trade and Transportation sector (149 notices or 8 percent). 

The following table and charts provide data by sector and by calendar year of the 1,823 non-real estate 

covered transaction notices filed with CFIUS during the ten-year period from 2012 through 2021. In 

2021, similar to 2020, the greatest number of transactions occurred in the Finance, Information, and 

Services sector accounting for over half of transactions (147 notices or 55 percent). The Manufacturing 

sector in 2021, similar to 2020, accounted for the second most notices filed with 74 notices or 28 

percent. However, the proportions changed for both sectors as the Finance, Information, and Services 

sector increased from 43 percent to 55 percent while the Manufacturing sector decreased from 36 

percent to 28 percent.

The proportion of notices in the Mining, Utilities, and Construction sector increased slightly from 11 

percent in 2020 to 12 percent in 2021 while the Wholesale Trade, Retail Trade and Transportation sector 

dropped six percentage points from 2020 to 2021 and remains the lowest at 4 percent or 12 notices in 

2021.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

20

Table I-7. Covered Notices by Sector and Year, 2012-202114

Covered Notices by Sector and Year, 2012-2021

Year

Finance, 

Information 

and Services

Manufacturing Mining, Utilities 

and Construction

Wholesale Trade, 

Retail Trade and 

Transportation

Total

2012 36 (32%) 47 (41%) 23 (20%) 8 (7%) 114

2013 32 (33%) 35 (36%) 20 (21%) 10 (10%) 97

2014 38 (26%) 69 (47%) 25 (17%) 15 (10%) 147

2015 42 (29%) 68 (48%) 21 (15%) 12 (8%) 143

2016 68 (40%) 67 (39%) 18 (10%) 19 (11%) 172

2017 108 (46%) 82 (35%) 28 (12%) 19 (8%) 237

2018 86 (38%) 80 (35%) 47 (21%) 16 (7%) 229

2019 89 (39%) 102 (44%) 21 (9%) 19 (8%) 231

2020 80 (43%) 67 (36%) 21 (11%) 19 (10%) 187

2021 147 (55%) 74 (28%) 33 (12%) 12 (4%) 266

Total 726 (40%) 691 (38%) 257 (14%) 149 (8%) 1823

14 Does not include real estate notices.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

21

Graph I-1. Covered Notices by Sector and Year, 2012-2021

Graph I-2. Proportion of Covered Notices by Sector and Year, 2012-2021
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

22

Finance, Information, and Services Sector

In 2021, the Finance, Information, and Services sector accounted for 55 percent or 147 of the 266 nonreal estate CFIUS notices. Within this sector, Professional, Scientific, and Technical Services continued to 

be the largest subsector, accounting for 39 percent or 57 notices. The other top subsector in 2021 was 

Publishing Industries (except Internet) at 20 percent or 30 notices. All other subsectors fell below 10 

percent of notices. 

Table I-8. Covered Notices from the Finance, Information, and Services Sector, 2019 -2021

Finance, Information, and 

Services

NAICS 

Code

2021 

Notices

% of Total Finance, Information, and Services

2021 2020 2019 2019-2021

Publishing Industries (except Internet) 511 30 20% 18% 8% 16%

Telecommunications 517 12 8% 11% 12% 10%

Data Processing, Hosting, and Related 

Services 518 13 9% 6% 6% 7%

Other Information Services 519 0 0% 4% 6% 3%

Credit Intermediation and Related Activities 522 2 1% 0% 3% 2%

Securities, Commodity Contracts, and 

Other Financial Investments and Related 

Activities

523 3 2% 3% 7% 3%

Insurance Carriers and Related Activities 524 8 5% 4% 2% 4%

Funds, Trusts, and Other Financial Vehicles 525 0 0% 1% 1% 1%

Real Estate 531 5 3% 4% 3% 3%

Rental and Leasing Services 532 2 1% 0% 0% 1%

Professional, Scientific, and Technical 

Services 541 57 39% 36% 42% 39%

Management of Companies and Enterprises 551 8 5% 1% 2% 3%

Administrative and Support Services 561 1 1% 4% 3% 2%

Waste Management and Remediation 

Services 562 0 0% 1% 0% 0%

Educational Services 611 4 3% 4% 1% 3%

Ambulatory Health Care Services 621 2 1% 3% 1% 2%

Personal and Laundry Services 812 0 0% 1% 2% 1%
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

23

Manufacturing Sector

In 2021, the Manufacturing sector accounted for 28 percent or 74 of the 266 non-real estate CFIUS 

notices. Within Manufacturing, the subsector with the most notices remained Computer and Electronic 

Product Manufacturing, accounting for 34 percent (25 notices). The other top subsector was Chemical 

Manufacturing, accounting for 18 percent (13 notices).

Table I-9. Covered Notices from the Manufacturing Sector, 2019-2021

Manufacturing NAICS 

Code

2021 

Notices

% of Total Manufacturing

2021 2020 2019 2019-2021

Food Manufacturing 311 0 0% 1% 1% 1%

Textile Mills 313 0 0% 0% 3% 1%

Paper Manufacturing 322 0 0% 0% 1% 0%

Petroleum and Coal Products Manufacturing 324 2 3% 0% 0% 1%

Chemical Manufacturing 325 13 18% 13% 11% 14%

Plastics and Rubber Products Manufacturing 326 0 0% 0% 1% 0%

Nonmetallic Mineral Product Manufacturing 327 0 0% 1% 2% 1%

Primary Metal Manufacturing 331 3 4% 3% 1% 2%

Fabricated Metal Product Manufacturing 332 3 4% 6% 5% 5%

Machinery Manufacturing 333 7 9% 9% 8% 9%

Computer and Electronic Product 

Manufacturing 334 25 34% 42% 38% 38%

Electrical Equipment, Appliance, and 

Component Manufacturing 335 9 12% 9% 16% 13%

Transportation Equipment Manufacturing 336 10 14% 9% 14% 12%

Miscellaneous Manufacturing 339 2 3% 6% 0% 2%
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

24

Mining, Utilities, and Construction Sector

In 2021, the Mining, Utilities, and Construction sector accounted for 12 percent or 33 of the 266 nonreal estate CFIUS notices. Within this sector, the Utilities subsector accounted for 94 percent of the 

sector (31 notices). The Heavy and Civil Engineering Construction and Specialty Trade Contractors 

subsectors each had one notice in 2021.

Table I-10. Covered Notices from the Mining, Utilities, and Construction Sector, 2019-2021

Mining, Utilities, and 

Construction

NAICS 

Code

2021 

Notices

% of Total Mining, Utilities, and Construction

2021 2020 2019 2019-2021

Crop Production 111 0 0% 0% 5% 1%

Oil and Gas Extraction 211 0 0% 10% 10% 5%

Mining (except Oil and Gas) 212 0 0% 5% 10% 4%

Support Activities for Mining 213 0 0% 0% 5% 1%

Utilities 221 31 94% 86% 71% 85%

Heavy and Civil Engineering Construction 237 1 3% 0% 0% 1%

Specialty Trade Contractors 238 1 3% 0% 0% 1%
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

25

Wholesale Trade, Retail Trade, and Transportation Sector

In 2021, the Wholesale Trade, Retail Trade, and Transportation sector accounted for 4 percent or 12 of 

the 266 non-real estate CFIUS notices. Within this sector, Support Activities for Transportation 

remained the largest subsector, accounting for 50 percent or six notices. The other two subsectors 

which had notices in 2021 were Merchant Wholesalers, Durable Goods and Air Transportation with 

three notices each.

Table I-11. Covered Notices from the Wholesale Trade, Retail Trade, and Transportation Sector, 2019-

2021

Wholesale Trade, Retail Trade, 

and Transportation

NAICS 

Code

2021 

Notices

% of Total Wholesale Trade, Retail Trade and 

Transportation

2021 2020 2019 2019-2021

Merchant Wholesalers, Durable Goods 423 3 25% 16% 26% 22%

Merchant Wholesalers, Nondurable Goods 424 0 0% 5% 0% 2%

Health and Personal Care Stores 446 0 0% 11% 0% 4%

Clothing and Clothing Accessories Stores 448 0 0% 5% 0% 2%

Miscellaneous Store Retailers 453 0 0% 0% 5% 2%

Nonstore Retailers 454 0 0% 5% 5% 4%

Air Transportation 481 3 25% 0% 0% 6%

Rail Transportation 482 0 0% 0% 5% 2%

Transit and Ground Passenger 

Transportation 485 0 0% 0% 5% 2%

Pipeline Transportation 486 0 0% 5% 16% 8%

Support Activities for Transportation 488 6 50% 37% 26% 36%

Warehousing and Storage 493 0 0% 5% 5% 4%

Accommodation 721 0 0% 11% 5% 6%
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

26

Covered Notices by Business Sector of U.S. Companies, 2019-2021

Table I-12 on the following pages provides a breakdown by subsector and by the three most recent 

reporting years for the covered notices cumulatively filed with CFIUS from 2019 through 2021.

Table I-12. Covered Notices by Business Sector of U.S. Companies, 2019-2021

Business Sector

4-

Digit 

NAICS

3-

Digit 

NAICS

3-Digit NAICS 

Category

2021 

Notices15

% of 3-Digit Corresponding 

NAICS Code

2021 2020 2019 2019-

2021

Vegetable and Melon Farming 1112 111 Crop Production 0 N/A N/A 100% 100%

Oil and Gas Extraction 2111 211 Oil and Gas 

Extraction 0 N/A 100% 100% 100%

Metal Ore Mining 2122 212 Mining (except Oil 

and Gas) 0 0% 0% 100% 67%

Nonmetallic Mineral Mining 

and Quarrying 2123 212 Mining (except Oil and Gas) 0 0% 100% 0% 33%

Support Activities for Mining 2131 213 Support Activities for 

Mining 0 0% N/A 100% 100%

Electric Power Generation, 

Transmission and Distribution 2211 221 Utilities 30 97% 100% 93% 97%

Natural Gas Distribution 2212 221 Utilities 0 0% 0% 7% 2%

Water, Sewage and Other 

Systems 2213 221 Utilities 1 3% 0% 0% 2%

Utility System Construction 2371 237

Heavy and Civil 

Engineering 

Construction

1 100% N/A N/A 100%

Building Equipment 

Contractors 2382 238 Specialty Trade Contractors 1 100% N/A N/A 100%

Fruit and Vegetable Preserving 

and Specialty Food 

Manufacturing

3114 311 Food Manufacturing 0 N/A 0% 100% 50%

Animal Slaughtering and 

Processing 3116 311 Food Manufacturing 0 N/A 100% 0% 50%

Fiber, Yarn, and Thread Mills 3131 313 Textile Mills 0 N/A N/A 33% 33%

Textile and Fabric Finishing 

and Fabric Coating Mills 3133 313 Textile Mills 0 N/A N/A 67% 67%

Converted Paper Product 

Manufacturing 3222 322 Paper Manufacturing 0 N/A N/A 100% 100%

Petroleum and Coal Products 

Manufacturing 3241 324

Petroleum and Coal 

Products 

Manufacturing

2 100% N/A N/A 100%

Basic Chemical Manufacturing 3251 325 Chemical 

Manufacturing 1 8% 33% 27% 21%

15 Does not include real estate notices.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

27

Resin, Synthetic Rubber, and 

Artificial Synthetic Fibers and 

Filaments Manufacturing

3252 325 Chemical 

Manufacturing 8 62% 22% 18% 36%

Pharmaceutical and Medicine 

Manufacturing 3254 325 Chemical Manufacturing 3 23% 33% 36% 30%

Other Chemical Product and 

Preparation Manufacturing 3259 325 Chemical Manufacturing 1 8% 11% 18% 12%

Rubber Product Manufacturing 3262 326

Plastics and Rubber 

Products 

Manufacturing

0 N/A N/A 100% 100%

Clay Product and Refractory 

Manufacturing 3271 327

Nonmetallic Mineral 

Product 

Manufacturing

0 N/A 0% 50% 33%

Glass and Glass Product 

Manufacturing 3272 327

Nonmetallic Mineral 

Product 

Manufacturing

0 N/A 0% 50% 33%

Other Nonmetallic Mineral 

Product Manufacturing 3279 327

Nonmetallic Mineral 

Product 

Manufacturing

0 N/A 100% 0% 33%

Steel Product Manufacturing 

from Purchased Steel 3312 331 Primary Metal Manufacturing 2 67% 0% 0% 33%

Nonferrous Metal (except 

Aluminum) Production and 

Processing

3314 331 Primary Metal 

Manufacturing 0 0% 100% 100% 50%

Foundries 3315 331 Primary Metal 

Manufacturing 1 33% 0% 0% 17%

Forging and Stamping 3321 332

Fabricated Metal 

Product 

Manufacturing

0 0% 25% 0% 8%

Architectural and Structural 

Metals Manufacturing 3323 332

Fabricated Metal 

Product 

Manufacturing

0 0% 0% 20% 8%

Hardware Manufacturing 3325 332

Fabricated Metal 

Product 

Manufacturing

0 0% 0% 20% 8%

Coating, Engraving, Heat 

Treating, and Allied Activities 3328 332

Fabricated Metal 

Product 

Manufacturing

0 0% 25% 40% 25%

Other Fabricated Metal 

Product Manufacturing 3329 332

Fabricated Metal 

Product 

Manufacturing

3 100% 50% 20% 50%

Agriculture, Construction, and 

Mining Machinery 

Manufacturing

3331 333 Machinery 

Manufacturing 0 0% 0% 13% 5%

Industrial Machinery 

Manufacturing 3332 333 Machinery Manufacturing 0 0% 17% 50% 24%

Commercial and Service 

Industry Machinery 

Manufacturing

3333 333 Machinery 

Manufacturing 4 57% 0% 25% 29%

Metalworking Machinery 

Manufacturing 3335 333 Machinery Manufacturing 0 0% 0% 13% 5%

Engine, Turbine, and Power 

Transmission Equipment 

Manufacturing

3336 333 Machinery 

Manufacturing 2 29% 17% 0% 14%
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

28

Other General Purpose 

Machinery Manufacturing 3339 333 Machinery Manufacturing 1 14% 67% 0% 24%

Computer and Peripheral 

Equipment Manufacturing 3341 334

Computer and 

Electronic Product 

Manufacturing

5 20% 7% 10% 12%

Communications Equipment 

Manufacturing 3342 334

Computer and 

Electronic Product 

Manufacturing

3 12% 25% 15% 17%

Semiconductor and Other 

Electronic Component 

Manufacturing

3344 334

Computer and 

Electronic Product 

Manufacturing

9 36% 46% 64% 51%

Navigational, Measuring, 

Electromedical, and Control 

Instruments Manufacturing

3345 334

Computer and 

Electronic Product 

Manufacturing

8 32% 21% 10% 20%

Electrical Equipment 

Manufacturing 3353 335

Electrical Equipment, 

Appliance, and 

Component 

Manufacturing

1 11% 33% 25% 23%

Other Electrical Equipment 

and Component 

Manufacturing

3359 335

Electrical Equipment, 

Appliance, and 

Component 

Manufacturing

8 89% 67% 75% 77%

Motor Vehicle Manufacturing 3361 336

Transportation 

Equipment 

Manufacturing

2 20% 17% 0% 10%

Motor Vehicle Parts 

Manufacturing 3363 336

Transportation 

Equipment 

Manufacturing

0 0% 0% 14% 7%

Aerospace Product and Parts 

Manufacturing 3364 336

Transportation 

Equipment 

Manufacturing

8 80% 50% 71% 70%

Railroad Rolling Stock 

Manufacturing 3365 336

Transportation 

Equipment 

Manufacturing

0 0% 17% 0% 3%

Other Transportation 

Equipment Manufacturing 3369 336

Transportation 

Equipment 

Manufacturing

0 0% 17% 14% 10%

Medical Equipment and 

Supplies Manufacturing 3391 339 Miscellaneous Manufacturing 1 50% 100% N/A 83%

Other Miscellaneous 

Manufacturing 3399 339 Miscellaneous Manufacturing 1 50% 0% N/A 17%

Professional and Commercial 

Equipment and Supplies 

Merchant Wholesalers

4234 423

Merchant 

Wholesalers, Durable 

Goods

0 0% 0% 60% 27%

Metal and Mineral (except 

Petroleum) Merchant 

Wholesalers

4235 423

Merchant 

Wholesalers, Durable 

Goods

1 33% 0% 0% 9%

Household Appliances and 

Electrical and Electronic Goods 

Merchant Wholesalers

4236 423

Merchant 

Wholesalers, Durable 

Goods

2 67% 33% 40% 45%

Machinery, Equipment, and 

Supplies Merchant 

Wholesalers

4238 423

Merchant 

Wholesalers, Durable 

Goods

0 0% 33% 0% 9%

Miscellaneous Durable Goods 

Merchant Wholesalers 4239 423

Merchant 

Wholesalers, Durable 

Goods

0 0% 33% 0% 9%
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

29

Grocery and Related Product 

Merchant Wholesalers 4244 424

Merchant 

Wholesalers, 

Nondurable Goods

0 N/A 100% N/A 100%

Health and Personal Care 

Stores 4461 446 Health and Personal Care Stores 0 N/A 100% N/A 100%

Jewelry, Luggage, and Leather 

Goods Stores 4483 448 Clothing and Clothing Accessories Stores 0 N/A 100% N/A 100%

Other Miscellaneous Store 

Retailers 4539 453 Miscellaneous Store Retailers 0 N/A N/A 100% 100%

Electronic Shopping and MailOrder Houses 4541 454 Nonstore Retailers 0 N/A 100% 0% 50%

Direct Selling Establishments 4543 454 Nonstore Retailers 0 N/A 0% 100% 50%

Nonscheduled Air 

Transportation 4812 481 Air Transportation 3 100% N/A N/A 100%

Rail Transportation 4821 482 Rail Transportation 0 N/A N/A 100% 100%

Other Transit and Ground 

Passenger Transportation 4859 485

Transit and Ground 

Passenger 

Transportation

0 N/A N/A 100% 100%

Pipeline Transportation of 

Crude Oil 4861 486 Pipeline Transportation 0 N/A 0% 33% 25%

Pipeline Transportation of 

Natural Gas 4862 486 Pipeline Transportation 0 N/A 100% 0% 25%

Other Pipeline Transportation 4869 486 Pipeline 

Transportation 0 N/A 0% 67% 50%

Support Activities for Air 

Transportation 4881 488 Support Activities for Transportation 1 17% 57% 20% 33%

Support Activities for Water 

Transportation 4883 488 Support Activities for Transportation 0 0% 14% 60% 22%

Support Activities for Road 

Transportation 4884 488 Support Activities for Transportation 1 17% 0% 0% 6%

Freight Transportation 

Arrangement 4885 488 Support Activities for Transportation 4 67% 29% 20% 39%

Warehousing and Storage 4931 493 Warehousing and 

Storage 0 N/A 100% 100% 100%

Newspaper, Periodical, Book, 

and Directory Publishers 5111 511 Publishing Industries (except Internet) 3 10% 21% 0% 12%

Software Publishers 5112 511 Publishing Industries 

(except Internet) 27 90% 79% 100% 88%

Wired Telecommunications 

Carriers 5171 517 Telecommunications 0 0% 11% 0% 3%

Wired and Wireless 

Telecommunications Carriers 5173 517 Telecommunications 7 58% 67% 55% 59%

Satellite Telecommunications 5174 517 Telecommunications 5 42% 11% 27% 28%

Other Telecommunications 5179 517 Telecommunications 0 0% 11% 18% 9%

Data Processing, Hosting, and 

Related Services 5182 518

Data Processing, 

Hosting, and Related 

Services

13 100% 100% 100% 100%

Other Information Services 5191 519 Other Information 

Services 0 0% 100% 100% 100%

Nondepository Credit 

Intermediation 5222 522 Credit Intermediation and Related Activities 0 0% 0% 67% 40%
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

30

Activities Related to Credit 

Intermediation 5223 522 Credit Intermediation and Related Activities 2 100% 0% 33% 60%

Securities and Commodity 

Contracts Intermediation and 

Brokerage

5231 523

Securities, 

Commodity 

Contracts, and Other 

Financial Investments 

and Related Activities

1 33% 50% 17% 27%

Other Financial Investment 

Activities 5239 523

Securities, 

Commodity 

Contracts, and Other 

Financial Investments 

and Related Activities

2 67% 50% 83% 73%

Insurance Carriers 5241 524 Insurance Carriers 

and Related Activities 5 63% 33% 50% 54%

Agencies, Brokerages, and 

Other Insurance Related 

Activities

5242 524 Insurance Carriers 

and Related Activities 3 38% 67% 50% 46%

Other Investment Pools and 

Funds 5259 525

Funds, Trusts, and 

Other Financial 

Vehicles

0 N/A 100% 100% 100%

Lessors of Real Estate 5311 531 Real Estate 5 100% 33% 33% 64%

Activities Related to Real 

Estate 5313 531 Real Estate 0 0% 67% 67% 36%

Automotive Equipment Rental 

and Leasing 5321 532 Rental and Leasing Services 1 50% N/A N/A 50%

Commercial and Industrial 

Machinery and Equipment 

Rental and Leasing

5324 532 Rental and Leasing 

Services 1 50% N/A N/A 50%

Architectural, Engineering, and 

Related Services 5413 541

Professional, 

Scientific, and 

Technical Services

10 18% 34% 19% 22%

Computer Systems Design and 

Related Services 5415 541

Professional, 

Scientific, and 

Technical Services

17 30% 31% 32% 31%

Management, Scientific, and 

Technical Consulting Services 5416 541

Professional, 

Scientific, and 

Technical Services

7 12% 7% 8% 10%

Scientific Research and 

Development Services 5417 541

Professional, 

Scientific, and 

Technical Services

15 26% 17% 32% 26%

Advertising, Public Relations, 

and Related Services 5418 541

Professional, 

Scientific, and 

Technical Services

1 2% 3% 3% 2%

Other Professional, Scientific, 

and Technical Services 5419 541

Professional, 

Scientific, and 

Technical Services

7 12% 7% 5% 9%

Management of Companies 

and Enterprises 5511 551

Management of 

Companies and 

Enterprises

8 100% 100% 100% 100%

Employment Services 5613 561 Administrative and 

Support Services 1 100% 0% 0% 14%

Business Support Services 5614 561 Administrative and 

Support Services 0 0% 33% 0% 14%

Travel Arrangement and 

Reservation Services 5615 561 Administrative and Support Services 0 0% 33% 0% 14%
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

31

Investigation and Security 

Services 5616 561 Administrative and Support Services 0 0% 33% 100% 57%

Remediation and Other Waste 

Management Services 5629 562

Waste Management 

and Remediation 

Services

0 N/A 100% N/A 100%

Elementary and Secondary 

Schools 6111 611 Educational Services 1 25% 0% 100% 25%

Business Schools and 

Computer and Management 

Training

6114 611 Educational Services 1 25% 0% 0% 13%

Technical and Trade Schools 6115 611 Educational Services 1 25% 0% 0% 13%

Educational Support Services 6117 611 Educational Services 1 25% 100% 0% 50%

Offices of Physicians 6211 621 Ambulatory Health 

Care Services 0 0% 50% 0% 20%

Outpatient Care Centers 6214 621 Ambulatory Health 

Care Services 0 0% 0% 100% 20%

Medical and Diagnostic 

Laboratories 6215 621 Ambulatory Health Care Services 2 100% 50% 0% 60%

Traveler Accommodation 7211 721 Accommodation 0 N/A 100% 100% 100%

Other Personal Services 8129 812 Personal and Laundry 

Services 0 N/A 100% 100% 100%
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

32

2. Covered Notices by Country or Economy, 2019-2021

Table I-13 organizes covered notices from 2019 through 2021 by the acquirer’s home country or 

geographic economy. In 2021, the highest number of notices were from Chinese investors16, accounting 

for 16.5 percent (44 notices), followed by Canadian and Japanese investors, accounting for 10.3 percent 

and 9.6 percent, respectively (28 and 26 notices). For the three-year period from 2019 through 2021, 

the highest number of notices were from Japanese investors, accounting for 13.3 percent (91 notices), 

followed by Chinese and Canadian investors, accounting for 12.6 percent and 9.1 percent, respectively 

(86 and 62 notices). 

Table I-13. Covered Notices by Acquirer Home Country or Geographic Economy, 2019-2021

Covered Notices by Acquirer Home Country or Geographic Economy, 2019-2021

Country/Economy 2019 2020 2021 Total

Australia 11 10 4 25

Austria 4 0 3 7

Belgium 0 0 1 1

Bermuda 2 1 0 3

Brazil 0 2 2 4

British Virgin Islands 0 1 1 2

Canada 23 11 28 62

Cayman Islands 2 5 18 25

Chile 0 1 1 2

China 25 17 44 86

Colombia 1 0 0 1

Czech Republic 0 1 3 4

Denmark 2 2 5 9

Finland 0 2 1 3

France 13 11 13 37

Germany 13 7 10 30

Guernsey 4 3 3 10

Hong Kong 4 3 0 7

India 3 6 1 10

Ireland 1 2 2 5

Israel 2 6 12 20

16 This is due in part to the change in how Hong Kong cases are categorized. See footnote 8 for further details.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

33

Country/Economy 2019 2020 2021 Total

Italy 3 3 4 10

Japan 46 19 26 91

Jersey 0 3 2 5

Kuwait 0 1 0 1

Lebanon 0 1 2 3

Liechtenstein 0 0 1 1

Luxembourg 1 5 4 10

Malaysia 0 1 0 1

Mexico 0 0 2 2

Netherlands 6 6 5 17

Norway 0 1 2 3

Philippines 0 1 0 1

Portugal 1 4 7 12

Qatar 1 2 2 5

Russia 1 0 7 8

Saudi Arabia 3 0 3 6

Singapore 10 10 13 33

South Africa 0 1 1 2

South Korea 10 2 13 25

Spain 2 3 0 5

Sweden 7 10 5 22

Switzerland 4 2 1 7

Taiwan 4 4 4 12

Thailand 1 0 2 3

The Bahamas 1 0 0 1

Turkey 2 1 0 3

Ukraine 0 0 1 1

United Arab Emirates 4 2 0 6

United Kingdom 13 14 13 40

Vietnam 1 0 0 1

Total 231 187 272 690
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

34

Table I-14 shows the geographic concentration of notices in each of the four previously listed industry 

sectors for the period from 2019 to 2021. Together, the Finance, Information, and Services sector and 

the Manufacturing sector accounted for approximately 82 percent of all notices during this three-year 

period. The Mining, Utilities and Construction sector accounted for 11 percent or notices while the 

Wholesale Trade, Retail Trade and Transportation sector accounted for 7 percent.

Notices from Japan, China, and Canada together accounted for approximately 35 percent of notices filed 

from 2019 to 2021. The distribution of notices from these countries were generally consistent with the 

overall distribution of notices across the four industry sectors although Canada had more notices in the 

Mining, Utilities and Construction sector than Manufacturing consistent with previous years’ reports.

Table I-14. Covered Notices by Acquirer Home Country or Economy and Target Sector, 2019-202117

Covered Notices by Acquirer Home Country or Geographic Economy, by Target Sector,

2019-2021

Country/Economy

Finance, 

Information 

and 

Services

Manufacturing

Mining, 

Utilities and 

Construction

Wholesale 

Trade, Retail 

Trade and 

Transportation

Total

Australia 15 2 5 3 25

Austria 2 5 0 0 7

Belgium 0 0 1 0 1

Bermuda 1 1 0 1 3

Brazil 1 2 0 1 4

British Virgin Islands 2 0 0 0 2

Canada 28 10 15 7 60

Cayman Islands 18 6 0 1 25

Chile 1 1 0 0 2

China 47 32 1 6 86

Colombia 0 0 1 0 1

Czech Republic 3 1 0 0 4

Denmark 1 2 4 2 9

Finland 2 0 1 0 3

France 22 10 3 2 37

17 Does not include real estate notices.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

35

Country/Economy

Finance, 

Information 

and 

Services

Manufacturing

Mining, 

Utilities and 

Construction

Wholesale 

Trade, Retail 

Trade and 

Transportation

Total

Germany 13 14 1 2 30

Guernsey 7 3 0 0 10

Hong Kong 0 6 0 1 7

India 7 3 0 0 10

Ireland 2 3 0 0 5

Israel 6 9 5 0 20

Italy 4 5 0 1 10

Japan 36 38 8 9 91

Jersey 2 2 0 1 5

Kuwait 1 0 0 0 1

Lebanon 0 2 0 1 3

Liechtenstein 0 1 0 0 1

Luxembourg 3 6 0 1 10

Malaysia 0 1 0 0 1

Mexico 0 2 0 0 2

Netherlands 6 8 3 0 17

Norway 1 2 0 0 3

Philippines 1 0 0 0 1

Portugal 0 0 9 0 9

Qatar 2 2 0 1 5

Russia 4 4 0 0 8

Saudi Arabia 3 3 0 0 6

Singapore 23 4 4 2 33

South Africa 2 0 0 0 2

South Korea 6 12 4 3 25

Spain 2 1 2 0 5

Sweden 15 6 1 0 22

Switzerland 1 5 1 0 7

Taiwan 0 11 0 0 11
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

36

Country/Economy

Finance, 

Information 

and 

Services

Manufacturing

Mining, 

Utilities and 

Construction

Wholesale 

Trade, Retail 

Trade and 

Transportation

Total

Thailand 1 2 0 0 3

The Bahamas 1 0 0 0 1

Turkey 0 1 2 0 3

Ukraine 0 0 0 1 1

United Arab Emirates 4 0 2 0 6

United Kingdom 20 14 2 4 40

Vietnam 0 1 0 0 1

Total 316 243 75 50 684
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

37

E. Withdrawn Notices

Parties may withdraw a notice after acceptance by the Committee only if the Committee approves a 

written request for withdrawal from the parties. Over time, parties have requested withdrawals for a 

number of reasons. For example, in some cases in which the parties are unable to address all of the

Committee's outstanding national security concerns within the initial review phase or subsequent

investigation period, the parties might request to withdraw and refile their notice to provide themselves

with additional time to answer questions or to attempt to resolve the Committee's national security

concerns via a mitigation agreement. In other cases, the parties might request to withdraw and refile

their notice because a material change in the terms of the transaction warrants the filing of a new

notice. In still other cases, the parties might request to withdraw their notice because they are

abandoning the transaction for commercial reasons, or because the parties do not want to abide by

CFIUS's proposed mitigation, or in light of a CFIUS determination to refer the matter to the President.

The Committee has established processes to track, when appropriate, the status of a withdrawn

transaction or interim protections to address specific national security concerns identified during the

review or investigation of the withdrawn transaction.

In 2021, CFIUS approved the withdrawal of 74 notices. Parties withdrew two notices during the review 

phase and withdrew 72 notices after the commencement of the investigation period. In 63 of these 

instances, the parties filed a new notice in either 2021 (52 notices re-filed) or 2022 (11 notices refiled). 

In most instances, the notices were withdrawn after the Committee informed the parties that the 

transaction posed a national security risk to allow the parties additional time to consider CFIUS’s 

mitigation terms.18

In nine of these instances, the parties withdrew their notice and abandoned their transaction after 

either CFIUS informed them that it was unable to identify mitigation measures that would resolve the 

national security risk posed by the transaction, or the Committee proposed mitigation measures that 

the parties chose not to accept. In two of these instances, the parties withdrew their notice and 

abandoned the transaction due to commercial reasons.

As noted above, the number of withdrawals is a function of the specific facts and circumstances of the 

particular transactions reviewed by the Committee.

18 See subsection F for further details on mitigation measures.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

38

F. Mitigation Measures and Conditions

Section 721(l), as amended by FIRRMA, provides that the Committee may use measures to mitigate 

national security risks both in cases for which CFIUS concludes action (i.e., clears the case to proceed) 

and in cases for which a party to the transaction has voluntarily chosen to abandon the transaction. In 

2021, CFIUS adopted mitigation measures and conditions with respect to 31 notices of covered 

transactions (approximately 11 percent of the total number of 2021 notices): 

• For transactions filed in 2021, CFIUS concluded action after adopting mitigation measures with 

respect to 26 notices of covered transactions (approximately 10 percent of the 2021 notices). 

Six CFIUS agencies served as the U.S. Government signatories to these measures. 

• CFIUS adopted mitigation measures to address residual national security concerns with respect 

to two notices (approximately 1 percent of the total number of 2021 notices) that were 

voluntarily withdrawn and abandoned. Two CFIUS agencies served as the U.S. Government

signatories to these measures.

o Separately, in letters issued by Treasury granting the withdrawal and abandonment for 

two notices, conditions were imposed. However, these did not involve mitigation 

agreements.

• Measures were imposed to mitigate interim risk with respect to one notice filed in 2021.

Committee member agencies have adopted practices and procedures to evaluate and ensure that 

parties to a covered transaction remain in compliance with any risk mitigation measures and conditions 

under Section 721 that CFIUS adopts. For all mitigation measures and conditions executed since FINSA 

became effective, and continuing as explicitly directed under FIRRMA, Treasury, as Chair of CFIUS, has 

designated at least one U.S. Government signatory to a mitigation measure as a lead agency for 

monitoring compliance with that measure. Lead agencies carry out their monitoring responsibilities on 

behalf of the Committee and regularly report back to the Committee. In addition, in cases where 

mitigation measures and conditions were entered into before FIRRMA's effective date, signatories also 

regularly report to the Committee on compliance with those measures. As described below, all lead 

agencies for monitoring mitigation compliance have implemented practices and processes to carry out 

their responsibilities. 

Mitigation measures and conditions negotiated and adopted in 2021 required the businesses involved to 

take specific and verifiable actions, including, for example: 

• prohibiting or limiting the transfer or sharing of certain intellectual property, trade secrets, or 

technical information;

• establishing guidelines and terms for handling existing or future contracts with the U.S. 

Government or its contractors, U.S. Government customer information, and other sensitive 

information;

• ensuring that only authorized persons have access to certain technology, systems, facilities, or 

sensitive information; 

• ensuring that certain facilities, equipment, data, and operations are located only in the 

United States; 

• establishing a corporate security committee, voting trust, and other mechanisms to limit foreign 

influence and ensure compliance, including the appointment of a U.S. Government-approved 
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

39

security officer and/or member of the board of directors and requirements for security policies, 

annual reports, and independent audits; 

• notifying, and approval of, security officers, third party monitors, or relevant U.S. Government

parties in advance of visits to the U.S. business by foreign nationals;

• security protocols to ensure the integrity of products or software sold to the U.S. Government;

• notifying customers or relevant U.S. Government parties when there is a change of ownership in 

the U.S. business; 

• assurances of continuity of supply to the U.S. Government for defined periods, notification and 

consultation prior to taking certain business decisions, and reserving certain rights for the U.S. 

Government in the event that the company decides to exit a business line; establishing meetings 

to discuss business plans that might affect U.S. Government supply or raise national security 

considerations; 

• exclusion of certain sensitive U.S. assets from the transaction; 

• ensuring that only authorized vendors supply certain products or services; 

• prior notification to and approval by relevant U.S. Government parties in connection with any 

increase in ownership or rights by the foreign acquirer; and 

• divestiture by the foreign acquirer of all or part of the U.S. business.19

CFIUS agencies use a variety of means to monitor and enforce compliance by the companies that are 

subject to the measures, including:

• periodic reporting to U.S. Government agencies by the companies; 

• on-site compliance reviews by U.S. Government agencies; 

• third-party audits or monitors when provided for by the terms of the mitigation measures; and 

• investigations and remedial actions if anomalies or breaches are discovered or suspected, 

including the imposition of penalties or unilateral initiation of another review of the covered

transaction, where appropriate.

Due to the number and complexity of mitigation measures and conditions implemented to date, as a 

general matter individual CFIUS agencies monitor compliance through a number of internal practices 

and procedures, including: 

• assigning staff responsibilities for the monitoring of compliance;

• designing tracking systems to monitor required reports; and 

• instituting internal instructions and procedures to ensure that in-house expertise is drawn upon 

to analyze compliance with measures.

19 Divestiture of all of a U.S. business is an option parties may consent to in lieu of a referral to the President and is

typically effectuated through a withdrawal of the notice and abandonment of the transaction. For this reason, such 

divestitures are not included in data on cases cleared with mitigation.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

40

G. Perceived Adverse Effects of Covered Transactions

Section 721(m) requires that this Annual Report include a detailed discussion of all perceived adverse 

effects of covered transactions on the national security or critical infrastructure of the United States that 

the Committee will take into account in its deliberations during the period before delivery of the next 

report, to the extent possible. In reviewing a covered transaction, CFIUS evaluates all relevant national 

security considerations identified by its member agencies during the pendency of the case and does not 

conclude action on a covered transaction if there are unresolved national security concerns. 

As discussed in the Guidance Concerning the National Security Review Conducted by CFIUS, which CFIUS 

published in the Federal Register on December 8, 200820, and which remains relevant for the reporting 

period of this Report, the transactions that CFIUS has thus far reviewed continue to present a broad 

range of national security considerations. CFIUS examines the national security considerations to 

determine whether, in light of the specific facts and circumstances related to the transaction, the 

transaction would adversely affect national security and pose a national security risk. Among the 

considerations presented by transactions reviewed by CFIUS are the following:

Covered control transactions or covered investments in U.S. businesses that:

• provide products and services to an agency or agencies of the U.S. Government, or state and 

local authorities that have functions that are relevant to national security;

• provide products or services that could expose national security vulnerabilities, including 

potential cyber security concerns, or create vulnerability to sabotage or espionage. This 

includes consideration of whether the covered transaction will increase the risk of exploitation 

of the particular U.S. business's position in the supply chain;

• have operations, or produce or supply products or services, the security of which may have 

implications for U.S. national security, such as businesses potentially involving critical 

infrastructure; businesses that involve various aspects of energy production, including 

extraction, generation, transmission, and distribution; businesses that affect the national 

transportation system; businesses providing telecommunications systems or information 

technology infrastructure; and businesses that could significantly and directly affect the U.S. 

financial system;

• have access to classified information or sensitive government or government contract 

information, including information about employees;

• participate in the defense, security, and national security-related law enforcement sectors, 

including activities related to weapons and munitions manufacturing, aerospace, satellite, and 

radar systems;

• produce certain types of advanced technologies that may be useful in defending, or in seeking 

to impair, U.S. national security, which may include businesses engaged in the design and 

20 See 73 Fed. Reg. 74567 (Dec. 8, 2008).
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

41

production of equipment or components that have both commercial and military applications. 

Such transactions have included, for example, businesses engaged in the design, production, or 

provision of goods and services involving cybersecurity, network, and data security. They have 

also included businesses that produce semiconductor manufacturing equipment, design 

integrated circuits, and fabricate integrated circuits, in light of the fact that semiconductors are 

an enabling technology for a range of national security critical devices, systems, and functions. 

They have also included businesses that are in the biotechnology sector, given the potential 

military applications of such technology and the sensitivity of the information such companies 

may collect;

• engage in the research and development, production, or sale of technology, goods, software, or 

services that are subject to U.S. export controls;

• maintain access or insight into sensitive systems, networks, or databases that could be subject 

to cyber-attack or exploitation;

• are in a field with significant national security implications where there are few alternative 

suppliers or where a loss in U.S. technological competitiveness would be detrimental to national 

security;

• with respect to the various technologies described above, could facilitate their transfer to third 

parties not directly related to the buyer, to the detriment of national security;

• have operations or facilities that are in proximity to military or other sensitive U.S. Government 

facilities;

• have access to potentially sensitive data about U.S. persons, such as health or biological data, 

that could be exploited in a manner that threatens U.S. national security, and have access to 

data about businesses that have national security importance; and/or

• otherwise facilitate foreign intelligence collection against U.S. targets. 

Foreign acquisition of U.S. real estate that:

• is in proximity to military or other sensitive U.S. Government facilities, or airports or maritime 

ports.

Acquisitions or investments by foreign persons that:

• are controlled by a foreign government;

• are from a country with a record on nonproliferation and other national security-related matters 

that raises concerns;

• make multiple acquisitions or investments in a single sector or in a supply chain with national 

security implications, including raw materials, research and development for relevant 

technologies, tools and equipment, and manufacturing capabilities;
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

42

• have demonstrated intent and capability to impair U.S. national security, or;

• have significant ties to third parties who might take actions that could impair U.S. national 

security; and/or

• have a history of doing business in sanctioned countries. 

CFIUS reviews all relevant national security considerations and the particular facts and circumstances of 

a transaction to determine whether the transaction will pose a national security risk. Among the factors 

that CFIUS takes into account are the following, listed in Section 721(f): 

1) domestic production needed for projected national defense requirements; 

2) the capability and capacity of domestic industries to meet national defense requirements, 

including the availability of human resources, products, technology, materials, and other 

supplies and services

3) the control of domestic industries and commercial activity by foreign citizens as it affects the 

capability and capacity of the United States to meet the requirements of national security;

4) the potential effects of the proposed or pending transaction on sales of military goods, 

equipment, or technology to any country –

a. identified by the Secretary of State21 –

i. under section 6(j) of the Export Administration Act of 1979, as a country that 

supports terrorism;

ii. under section 6(l) of the Export Administration Act of 1979, as a country of 

concern regarding missile proliferation; or 

iii. under section 6(m) of the Export Administration Act of 1979, as a country of 

concern regarding the proliferation of chemical and biological weapons; 

b. identified by the Secretary of Defense as posing a potential regional military threat to 

the interests of the United States; or 

c. listed under section 309(c) of the Nuclear Non-Proliferation Act of 1978 on the “Nuclear 

Non-Proliferation-Special Country List” (15 C.F.R. Part 778, Supplement No. 4) or any 

successor list; 

5) the potential effects of the proposed or pending transaction on United States international 

technological leadership in areas affecting United States national security;

6) the potential national security-related effects on United States critical infrastructure, including 

major energy assets;

21 While the Export Administration Act of 1979 was repealed and replaced with the Export Control Act of 2018, 

CFIUS continues to take into account the same national security factors identified under Section 721(f) of the 

Defense Production Act as reflected in the currently applicable successor laws.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

43

7) the potential national security-related effects on United States critical technologies;

8) whether the covered transaction is a foreign government-controlled transaction, as determined 

under subsection (b)(1)(B) of Section 721;

9) as appropriate, and particularly with respect to transactions requiring an investigation under 

subsection (b)(1)(B) of Section 721, a review of the current assessment of:

a. the adherence of the subject country to nonproliferation control regimes, including 

treaties and multilateral supply guidelines, which shall draw on, but not be limited to, 

the annual report on “Adherence to and Compliance with Arms Control, 

Nonproliferation and Disarmament Agreements and Commitments,” required by section 

403 of the Arms Control and Disarmament Act; 

b. the relationship of such country with the United States, specifically on its record on 

cooperating in counter-terrorism efforts, which shall draw on, but not be limited to, the 

report of the President to Congress under section 7120 of the Intelligence Reform and 

Terrorism Prevention Act of 2004 [unclassified]; and

c. the potential for transshipment or diversion of technologies with military applications, 

including an analysis of national export control laws and regulations; 

10) the long-term projection of United States requirements for sources of energy and other critical 

resources and materials; and

11) such other factors as the President or the Committee may determine to be appropriate,

generally or in connection with a specific review or investigation. 

In future reporting periods, CFIUS will continue to take into account these national security 

considerations and to consider whether the transactions may have had the above-listed or any other 

adverse effects.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

44

H. Compliance Plans and Assessment of Compliance with Mitigation Agreements and Conditions

Section 721(m) directs the Committee to report on the statistics on compliance plans conducted and 

actions taken by the Committee under subsection (l)(6) of Section 721, including subparagraph (D) of 

that subsection, during that period, a general assessment of the compliance of parties with agreements 

entered into and conditions imposed under subsection (l)(3)(A) of Section 721 that are in effect during 

that period, including a description of any actions taken by the Committee to impose penalties or 

initiate a unilateral review pursuant to subsection (b)(1)(D)(iii) of Section 721, and any 

recommendations for improving the enforcement of such agreements and conditions.

Of the mitigation agreements and conditions entered into by the Committee, 187 are currently being 

monitored. Twelve mitigation agreements and conditions were modified materially in 2021, including 

eight of those that were terminated. All of the 28 mitigation agreements that were entered into for 

transactions filed in 2021 have compliance plans. 

For each of the agreements monitored by the Committee, CFIUS and the monitoring agencies have 

worked to ensure compliance by the parties. Monitoring agencies reported having conducted 29 site 

visits in 2021. Where monitoring agencies identified instances of non-compliance in mitigation 

agreements and conditions, they assessed the noncompliance and worked with the parties to achieve 

remediation, as appropriate. The Committee did not assess or impose penalties or initiate a unilateral 

review of a transaction pursuant to Section 721(b)(1)(D)(iii) during 2021. 

As a general matter, during the reporting period, where mitigation agreements in the form of NSAs 

negotiated and signed by the lead agency or agencies included provisions regarding a third-party 

monitor, the NSA also includes a provision to ensure that conflicts of interest between the monitor and 

transaction parties do not arise.

CFIUS will continue engaging with parties subject to mitigation agreements or conditions and 

independent monitors to improve compliance, engaging more broadly with industry and advisors and 

practitioners to encourage a culture of compliance, and increasing staff resources dedicated to 

monitoring and enforcement activities. CFIUS will also continue to assess noncompliance on a case-bycase basis as it evaluates whether civil penalties or other measures should be implemented.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

45

I. Non-Notified Transactions

CFIUS utilized various methods to identify non-notified/non-declared transactions in 2021 including 

interagency referrals, tips from the public, media reports, commercial databases, and congressional 

notifications.

CFIUS will continue to enhance methods for improving the identification of non-notified/non-declared 

transactions include increased hiring of dedicated non-notified/non-declared process staff and increased 

training and attention of existing staff across CFIUS member agencies to help increase coordination and 

effective identification of transactions of interest to pursue. Separately, increasing public awareness of 

the CFIUS tip mailbox hosted by the Department of the Treasury could further improve identification of 

non-notified transactions.

There were 135 transactions identified through the non-notified/non-declared process in 2021 that 

were put forward to the Committee for consideration. From the transactions identified, eight 

transactions resulted in a request for filing.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

46

J. Committee Hiring

Following the Committee's implementation of FIRRMA, all CFIUS member agencies designated or intend 

to designate an Assistant Secretary, or an equivalent official, who is appointed by the President, by and 

with the advice and consent of the Senate, to carry out such Committee duties as the member of the 

Committee may retain or delegate. 

The Committee also acknowledges and continues to implement special hiring authority pursuant to 

subsection (k)(4)(b). The interagency focus on hiring has included posting job announcements and 

utilizing direct hire authority to attract qualified candidates with transferrable skills and at various levels 

from a variety of relevant backgrounds.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

47

SECTION II: CRITICAL TECHNOLOGIES

Introduction

This section of the Annual Report has been prepared in accordance with Section 721(m)(3), which 

requires:

“(A) an evaluation of whether there is credible evidence of a coordinated strategy by 

one or more countries or companies to acquire United States companies involved in 

research, development, or production of critical technologies for which the United 

States is a leading producer; 

(B) an evaluation of whether there are industrial espionage activities directed or directly 

assisted by foreign governments against private United States companies aimed at 

obtaining commercial secrets related to critical technologies; and

(C) a description of the technologies recommended by the chairperson under subsection 

(a)(6)(B) of Section 721 for identification under the interagency process set forth in 

section 1758(a) of the Export Control Reform Act of 2018.”

Definitions & Methodologies

For subsection II-A, CFIUS provides the U.S. Intelligence Community (IC) with a list of transactions

involving one or more critical technologies (collectively the 2021 critical technology transactions) that 

the IC analyzes to determine which transactions, if any, meet this Report’s definition of a coordinated 

strategy. The definition of “critical technologies” is set forth in 31 C.F.R. § 800.215, Provisions Pertaining 

to Certain Investments in the United States by Foreign Persons (the CFIUS regulations), published in the 

Federal Register on January 17, 2020. See the Appendix for this definition. “Critical technology 

companies” are U.S. companies that CFIUS identified for this section of the Report involved in research, 

development, or production of critical technologies. The Appendix also provides the approach used to 

conduct the analyses required by Section 721 as it relates to critical technologies. Finally, the Appendix

lists the agencies and other entities that participated in preparing this section of the Report. 
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

48

A. Whether There is Credible Evidence of a Coordinated Strategy to Acquire Critical Technology 

Companies

1. Key Judgments

A meaningful summary of the IC assessment cannot be provided on an unclassified basis. However, the 

IC considered the unclassified data included in this section in conducting its analysis.

2. Summary of Foreign M&A Activity in the United States

Using the methodology described in the Appendix, CFIUS reviewed 184 covered transactions involving 

acquisitions of U.S. critical technology companies in 2021. CFIUS agencies and the IC evaluated all 

relevant transactions for indications of a coordinated strategy, as defined for this Report, to acquire U.S. 

critical technologies.
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49

3. Frequency of Activity by Countries and Companies

Table II-1 lists the originating countries for acquisitions of U.S. critical technology companies reviewed 

by CFIUS in 2021.

Table II-1: Foreign Acquirers of U.S. Critical Technology in 2021 Covered Transactions

Home Country or Geographic Economy 2021

Germany 16

United Kingdom 16

Japan 15

South Korea 13

Cayman Islands 12

Israel 11

China 10

Canada 10

France 9

Italy 7

Singapore 7

Netherlands 5

Luxembourg 5

Sweden 5

Russia 5

Jersey 4

Australia 4

Guernsey 4

Ireland 4

Saudi Arabia 3

Czech Republic 3

Norway 2

Austria 2

Lebanon 2

New Zealand 1

India 1

Isle Of Man 1
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

50

Home Country or Geographic Economy 2021

United Arab Emirates 1

Finland 1

Belgium 1

Liechtenstein 1

Qatar 1

Ukraine 1

Switzerland 1

As shown in Figure II-1 below, the largest number of notices filed with CFIUS in 2021 involved foreign 

acquisitions of U.S. companies in the Professional, Scientific, and Technical Services and 

Computer/Electronic Product Manufacturing sectors.

Figure II-1: Critical Technology Transactions by Sector of U.S. Target Company, 2021

35

31

13 12 12

9 9 9 8

6 6 5 5 4 3 3 3 2 2 2 1 1 1 1 1

0

5

10

15

20

25

30

35

40

2021 Covered Transactions

Sector of U.S. Target Company
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

51

B. Whether Foreign Governments used Espionage Activities to Obtain Commercial Secrets Related to 

Critical Technologies

1. Key Finding

The IC judges that foreign governments are extremely likely to use a range of collection methods to 

obtain critical U.S. technologies.

• A 2018 National Counterintelligence and Security Center report to Congress stated that foreign 

economic and industrial espionage against the United States continues to represent a 

significant threat to U.S. prosperity, security, and competitive advantage. Foreign intelligence 

services and threat actors working on their behalf continue to represent the most persistent 

and pervasive cyber intelligence threat tied to economic espionage and the potential theft of 

U.S. trade secrets and proprietary information. Countries with closer ties to the United States 

have also conducted cyber espionage and other forms of intelligence collection to obtain U.S. 

technology. Federal research institutions, universities, and corporations are regularly targeted 

by cyber actors seeking proprietary information.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

52

SECTION III: FOREIGN DIRECT INVESTMENT IN THE UNITED STATES BY COUNTRIES THAT BOYCOTT 

ISRAEL OR DO NOT BAN TERRORIST ORGANIZATIONS 

Introduction

This section of the Annual Report has been prepared in accordance with section 7(c) of FINSA (codified 

at 50 U.S.C. § 4565 n.), which provides: 

1) STUDY REQUIRED.-Before the end of the 120-day period beginning on the date of enactment of 

this Act and annually thereafter, the Secretary of the Treasury, in consultation with the 

Secretary of State and the Secretary of Commerce, shall conduct a study on foreign direct 

investments in the United States, especially investments in critical infrastructure and industries 

affecting national security, by-

(A) foreign governments, entities controlled by or acting on behalf of a foreign government, 

or persons of foreign countries which comply with any boycott of Israel; or 

(B) foreign governments, entities controlled by or acting on behalf of a foreign government, 

or persons of foreign countries which do not ban organizations designated by the 

Secretary of State as foreign terrorist organizations. 

2) REPORT-Before the end of the 30-day period beginning upon the date of completion of each 

study under paragraph (1) and thereafter in each annual report under section 721(m) of the 

Defense Production Act of 1950 (as added by this section), the Secretary of the Treasury shall 

submit a report to Congress, for transmittal to all appropriate committees of the Senate and the 

House of Representatives, containing the findings and conclusions of the Secretary with respect 

to the study described in paragraph (1), together with an analysis of the effects of such 

investment on the national security of the United States and on any efforts to address those 

effects. 
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53

A. Summary of Findings and Conclusions of Study

• Mergers with, and acquisitions of, U.S. companies (M&A), the main form of foreign direct 

investment into the United States, by investors from the countries described in section 7(c)(1) of 

FINSA that were completed between January 1, 2021, and December 31, 2021 (subject M&A 

transactions), represent a small percentage of the total number of such foreign direct 

investment flows into the United States.

• The value of subject M&A transactions with publicly reported values was $10.7 billion. As 

described in subsection III-C below, not all publicly announced transactions are reported with 

dollar values, so the actual value of subject M&A transactions is greater than $10.7 billion.

• The subject M&A transactions cover several economic sectors.

• With respect to each transaction contained in the study, CFIUS: (i) reviewed and concluded 

action under Section 721 with no unresolved national security concerns; (ii) previously reviewed 

and concluded action on a transaction that gave the foreign acquirer control of the same U.S. 

business; or (iii) reviewed the transaction through procedures that CFIUS and its member 

agencies follow regarding those transactions that are not notified to CFIUS (non-notified 

transactions).
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54

B. Study Methodology

1. Identification of Relevant Countries

To identify those countries that complied with any boycott of Israel at any time in 2021, as required by 

the statute, the Department of the Treasury consulted with the Departments of State and Commerce.

In particular, CFIUS examined the “List of Countries Requiring Cooperation with an International 

Boycott,” published by the Department of the Treasury (pursuant to section 999 of the Internal Revenue 

Code)22 and reports sent to Congress by the Department of State (pursuant to section 564 of the Foreign 

Relations Authorization Act, FY 1994-95), and information collected by the Department of Commerce's 

Office of Antiboycott Compliance. Based on these sources of information, CFIUS interpreted the 

reporting requirement under section 7(c)(1)(A) of FINSA to apply to the following countries: Iran, Iraq, 

Kuwait, Lebanon, Libya, Qatar, Saudi Arabia, Syria, and Yemen. 

To identify those countries that did not ban foreign terrorist organizations at any time in 2021, CFIUS 

interpreted section 7(c)(1)(B) of FINSA to apply to countries certified by the Department of State as “not 

cooperating fully with United States antiterrorism efforts” (pursuant to section 40A of the Arms Export 

Control Act, as amended). Those countries were Cuba, the Democratic People’s Republic of Korea 

(DPRK), Iran, Syria, and Venezuela.23

22 86 Fed. Reg. 18374 (Apr. 8, 2021); 86 Fed. Reg. 39102 (July 23, 2021); 86 Fed. Reg. 56353 (Oct. 8, 2021).

23 86 Fed. Reg. 28183 (May 25, 2021).
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55

2. Scope of Foreign Direct Investment

The following types of transactions are included in the study: (i) transactions notified to CFIUS under 

Section 721; (ii) M&A transactions that were not notified to CFIUS but that its member agencies 

reviewed through procedures that each agency has adopted for this purpose; and (iii) M&A transactions 

that resulted in an ownership stake in a U.S. company of at least 10 percent,24 as contained in the 

Refinitiv database, which is a recognized financial database. 

Refinitiv database: The transaction information contained in this database includes the date of the 

transaction, the respective countries of origin of both the acquirer and the target company, and the 

economic sector of the target company. For most transactions, the database provides the transaction 

value and the percentage of ownership rights acquired.

CFIUS did not include in the study those transactions listed in the Refinitiv database that resulted in an 

ownership stake in a U.S. company of less than 10 percent, where the percent interest acquired was 

available.

24 Foreign direct investment is generally understood to imply ownership of at least 10 percent, a benchmark used 

by many statistical agencies around the world, including the Department of Commerce's Bureau of Economic 

Analysis, the Council of Economic Advisors (Economic Report of the President), the International Monetary Fund, 

and the Organization for Economic Cooperation and Development. As noted in the description of the Refinitiv

database, these sources did not always provide information regarding the acquirer's total ownership stake that it 

acquired in the U.S. company. Therefore, some of the transactions analyzed in this study may be portfolio 

investments rather than foreign direct investment.
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56

C. Detailed Findings of Study

1. Identification of the Subject M&A Transactions

The study identified 46 M&A transactions in 2021 involving investors from Kuwait, Lebanon, Qatar, and 

Saudi Arabia, which are countries that comply with any boycott of Israel.

The study did not identify any M&A transactions in 2021 involving investors from Cuba, DPRK, Iran, 

Syria, or Venezuela, which are countries identified as not cooperating fully with U.S. antiterrorism 

efforts and which were subject to stringent economic sanctions. 

34 of the 46 identified transactions had reported values. The combined value of the reported values is 

approximately $10.7 billion. Data sources consulted for this study did not report, and Treasury staff 

were unable to determine independently, values for 12 of the 46 transactions analyzed. As a result, the 

value of the 46 transactions is necessarily greater than $10.7 billion. Table III-1 shows the number and 

aggregate value of the transactions for each of the relevant countries. 

Table III-1. Aggregate Value of Transactions

Country 2021 Transactions Known Transaction Value ($ million)

Lebanon 8 5,492

Saudi Arabia 18 3,128

Qatar 19 2,056

Kuwait 1 -

Total 46 10,676

The 46 transactions represent several major sectors of the economy. Table III-2 shows the various 

sectors represented by the 46 transactions, noting both the number and aggregate value of the 

transactions for each sector. A majority of transactions in the High Technology sector—the largest 

category represented—were transactions in the Software industry. 

Table III-2. Industries Represented

Sector 2021 Transactions Known Transaction Value ($ million)

High Technology 17 4,717

Consumer Products and Services 4 2,070

Industrials 3 1,820

Healthcare 8 753

Materials 2 520

Energy and Power 7 261

Consumer Staples 1 200

Real Estate 2 185

Media and Entertainment 1 150

Financials 1 -

Total 46 10,676
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

57

2. National Security Effects of the Subject M&A Transactions

Each of the 46 transactions was either formally reviewed by CFIUS pursuant to a voluntary notified 

transaction or pursuant to procedures followed by CFIUS and its member agencies regarding nonnotified transactions. According to these procedures, CFIUS agencies monitor M&A activity and identify 

those transactions that have not been voluntarily notified to CFIUS, but which may present national 

security considerations. 

If CFIUS believes that a non-notified transaction may raise national security considerations and may also 

be a covered transaction, CFIUS contacts the parties and requests additional information regarding the 

transaction. If CFIUS determines, after evaluating this additional information, that the transaction is 

covered and that it may raise national security considerations, CFIUS requests the parties file a notice.

In most instances in which CFIUS has requested additional information regarding a transaction, the 

parties respond by filing a voluntary notice. However, should the parties decide they will not file a 

notice after CFIUS requests they do so, any CFIUS agency may initiate a review of the transaction.
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

58

APPENDIX 

A. Definition of “Critical Technologies”

As applicable to the transactions that are the subject of this Annual Report, 31 C.F.R. part 800, defines 

“critical technologies” with reference to U.S. export control regulations, as they were determined to be 

the most reliable and accurate means of identifying critical technologies. 

“§ 800.215 Critical technologies. 

The term critical technologies means: 

(a) Defense articles or defense services covered by the United States Munitions List (USML), which 

is set forth in the International Traffic in Arms Regulations (ITAR) (22 C.F.R. parts 120-130);

(b) Those items specified on the Commerce Control List (CCL) set forth in Supplement No. 1 to part 

774 of the Export Administration Regulations (EAR) (15 C.F.R. parts 730-774) that are controlled

pursuant to multilateral regimes (i.e., for reasons of national security, chemical and biological

weapons proliferation, nuclear nonproliferation, or missile technology), as well as those that are

controlled for reasons relating to regional stability or surreptitious listening;

(c) Specially designed and prepared nuclear equipment, parts and components, materials, 

software, and technology specified in the Assistance to Foreign Atomic Energy Activities 

regulations (10 C.F.R. part 810);

(d) Nuclear facilities, equipment, and material specified in the Export and Import of Nuclear 

Equipment and Materials regulations (10 C.F.R. part 110);

(e) Select agents and toxins specified in the Select Agents and Toxins regulations (7 C.F.R. part 331, 

9 C.F.R. part 121, and 42 C.F.R. part 73); and

(f) Emerging and foundational technologies controlled pursuant to section 1758 of the Export 

Control Reform Act of 2018 (50 U.S.C. 4817).”
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B. Methodology and Data Sources Used to Assess Foreign Acquisitions of U.S. Critical Technology 

Companies

The definition of critical technologies contained in 31 C.F.R. 800.215 is specific to the CFIUS regulations. 

Therefore, for purposes of Section II of this Annual Report, CFIUS agencies responsible for administering 

U.S. export control regulations analyzed all covered transactions filed with CFIUS in 2021, and their 

agency's own internal records to identify those U.S. critical technology companies that were acquired 

by, or received significant investments from, foreign investors in 2021. Because each export control 

regulation applies to a specific type of critical technology, the amount of information that could be 

analyzed for Section II of this Annual Report was limited. 

31 C.F.R. § 800.215(a): This paragraph pertains to defense articles or defense services covered 

by the United States Munitions List (USML), which is set forth in the International Traffic in Arms 

Regulations (ITAR) (22 C.F.R. parts 120-130). 

Under the provisions of the ITAR, the Department of State regulates robust registration, licensing, and 

compliance processes for any person, whether U.S. or foreign, involved in the export or temporary 

import of a defense article or defense service controlled by the ITAR. This approach enabled the 

Department of State to identify covered transactions in 2021 involving U.S. critical technology 

companies that produce defense articles or services covered under the ITAR. 

31 C.F.R. § 800.215(b): This paragraph pertains to those items specified on the Department of 

Commerce's Control List (CCL), which is set forth in Supplement No. 1 to part 774 of the Export 

Administration Regulations (EAR) (15 C.F.R. parts 730-774). The items on the CCL are controlled 

pursuant to multilateral regimes (i.e., for reasons of national security, chemical and biological 

weapons proliferation, nuclear nonproliferation, or missile technology) as well as for reasons 

relating to regional stability or surreptitious listening. 

31 C.F.R. § 800.215(f): This paragraph pertains to emerging and foundational technologies 

controlled pursuant to section 1758 of the Export Control Reform Act of 2018. 

Firms producing items under the regulations specified in paragraph (b) of 31 C.F.R. § 800.215 are not 

required to register with the Department of Commerce, but, in many cases, must obtain a license from 

the Department of Commerce to export those items (including “deemed exports” to foreign nationals in 

the United States). To identify acquisitions of companies producing items that fall under this part of the 

definition, the Department of Commerce analyzed all covered transactions filed with CFIUS in 2021 and 

its internal agency records of export license applications and commodity classification requests. 

31 C.F.R. § 800.215(c): This paragraph pertains to specially designed and prepared nuclear 

equipment, parts and components, materials, software, and technology specified in the 

Assistance to Foreign Atomic Energy Activities regulations (10 C.F.R. part 810).

31 C.F.R. § 800.215(d): This paragraph pertains to nuclear facilities, equipment, and material 

specified in the Export and Import of Nuclear Equipment and Materials regulations (10 C.F.R. 

part 110). 

The Department of Energy used a similar approach to that adopted by the Department of Commerce. 

This entailed comparing a list of all covered transactions filed with CFIUS in 2021 against export 
CFIUS – ANNUAL REPORT TO CONGRESS – CY 2021

60

authorizations issued under 10 C.F.R. part 810 and export license requests issued by the Nuclear 

Regulatory Commission under 10 C.F.R. part 110. 

31 C.F.R. § 800.215(e): This paragraph pertains to select agents and toxins specified in the Select 

Agents and Toxins regulations (7 C.F.R. part 331, 9 C.F.R. part 121, and 42 C.F.R. part 73). 

The agents and toxins specified in this paragraph are generally subject to export controls administered 

by the Department of Commerce. Accordingly, the methodology used by the Department of Commerce 

would be the same as that described above.
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61

C. Analyzing the Acquisitions of U.S. Critical Technology Companies

CFIUS agencies addressed parts (A) and (B) of Section 721(m)(3) of the Defense Production Act of 1950, 

as amended, by doing the following. 

Analyzing the pattern of M&A of U.S. critical technology companies during 2021, while also considering 

transactions in prior years, as appropriate.

• CFIUS agencies concentrated on foreign direct investment through M&A of companies involved 

in all critical technologies, regardless of industry.

• CFIUS agencies did not attempt to evaluate issues relating to other avenues of foreign access to 

U.S. critical technologies, such as licensing, contracting, or other arrangements that are not 

M&A transactions.

Assessing illicit attempts by government intelligence services of major economic competitors to obtain 

military and dual-use critical technologies.

• CFIUS agencies did not attempt to evaluate foreign espionage in areas other than dual-use, 

military, or other U.S. critical technologies, or against companies not headquartered in the 

United States.

• In addition, CFIUS agencies reviewed available information about other countries that have 

historically sought information on critical technologies through the use of those countries' 

intelligence services. 
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62

D. Defining “Coordinated Strategy” for Purposes of Section II of this Annual Report

CFIUS agencies continue to use the following definition of “coordinated strategy.”

A plan of action reflected in directed efforts developed and implemented by a foreign government, in 

association with one or more foreign companies, to acquire U.S. companies with critical technologies. 

The efforts of a single company in pursuit of business goals, absent indications of specific government 

direction, were not considered to be a coordinated strategy. Individual company strategies that 

encompass such business goals may include: entry into the U.S. market; increased market share, 

increased sales, access to new technologies, and diversification out of mature industries.

• Examples of suspect behaviors that could be evidence of a coordinated strategy include: 

- A pattern of actual or attempted acquisitions of U.S. firms by foreign entities; 

- Evidence that specific completed or attempted acquisitions of companies with critical 

technologies had been ordered by foreign governments or foreign governmentcontrolled firms; and

- The provision of narrowly targeted incentives by foreign governments or foreigncontrolled firms (e.g., grants, concessionary loans, or tax breaks), especially those that 

appear to market observers to be disproportionately generous, to acquire U.S. firms 

with critical technologies.
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E. Participating Agencies and Entities - Section II

Department of Commerce

• Bureau of Industry and Security

• International Trade Administration

• National Telecommunications and Information Administration 

Department of Energy 

• National Nuclear Security Administration 

Nuclear Regulatory Commission 

Department of State

• Bureau of Economic and Business Affairs

• Bureau of Political-Military Affairs

• Bureau of International Security and Nonproliferation

Department of the Treasury 

Intelligence Community Elements

• Office of the Director of National Intelligence, National Intelligence Council

• Air Force Office of Special Investigations

• Army Counterintelligence Center

• Central Intelligence Agency

• Defense Intelligence Agency

• Federal Bureau of Investigation, National Security Branch

• Department of Energy, Office of Intelligence and Counterintelligence

• Department of Homeland Security, Office of Intelligence and Analysis

• Department of State, Bureau of Intelligence and Research

• Department of the Treasury, Office of Intelligence and Analysis

• Marine Corps Intelligence Activity

• Office of the National Counterintelligence Executive, Community Acquisition Risk Section

• National Counterterrorism Center

• National Geospatial-lntelligence Agency

• National Security Agency

• Naval Intelligence (Office of Naval Intelligence and Naval Criminal Investigative Service) 

Executive Office of the President

• Council of Economic Advisors

• National Security Council

• Office of Science and Technology Policy
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