Federal Trade Commission 

Bureau of Competition 

Department of Justice 

Antitrust Division 

Hart-Scott-Rodino Annual Report 

Fiscal Year 2022 

October 1, 2021 through September 30, 2022 

Section 7 A of the Clayton Act 

Hart-Scott-Rodino Antitrust Improvements Act of 1976 

(Forty-Fifth Annual Report) 

Lina Khan Jonathan Kanter 

Chair Assistant Attorney General 

Federal Trade Commission Antitrust Division 
 

 

 

 

 

INTRODUCTION 

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

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

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

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

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

competition associated with those transactions. The premerger notification program was 

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

subjects of the numerous enforcement actions brought in fiscal year 2022.1 

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

by identifying and investigating those mergers and acquisitions that may violate the antitrust 

laws. Together, the FTC and the Division represent the American people’s front-line defense 

against unlawful industry consolidation, and stopping illegal mergers is central to that mission. 

In fiscal year 2022, 3,152 transactions were reported under the HSR Act, which is the secondhighest number of reported transactions over the past ten years. Overall, the number of 

transactions reported in fiscal year 2022 is still about 50% higher than the prior fiscal year high 

between 2013 and 2020. See Figure 1 below. 

1 Fiscal year 2022 covered the period from October 1, 2021 through September 30, 2022. 
 

 

 

 

 

 

HSR Merger Transactions Reported 

Fiscal Years 2013-2022 

4,000 

3,520 

3,152 

1,637 

2020 2021 2022 

1,326 

1,663 

1,801 1,832 

2,052 2,111 2,089 

(Figure 1) 

Number of Transactions 

3,500 

3,000 

2,500 

2,000 

1,500 

1,000 

500 

0 

2013 2014 2015 2016 2017 2018 2019 

Fiscal Year 

During fiscal year 2022, the Commission brought 24 merger enforcement challenges:

2 

eleven in which it issued final consent orders after a public comment period; seven in which the 

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

investigation; and six in which the Commission initiated administrative or federal court 

litigation. The 24 merger enforcement challenges the Commission brought in fiscal year 2022 is 

the second-highest figure in the last ten years.

3 These enforcement actions prevented unlawful 

mergers in numerous sectors of the economy, including consumer goods and services, 

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

In December 2021, the Commission sued to stop United States chip supplier Nvidia’s 

proposed $40 billion acquisition of U.K. chip design provider Arm. More than two months into 

its litigation with the FTC, Nvidia abandoned its acquisition of Arm—representing the first 

abandonment of a litigated vertical merger in many years. 

In January 2022, the Commission issued an administrative complaint and authorized 

staff to seek a preliminary injunction to prevent Lockheed Martin’s proposed acquisition of 

2 To avoid double-counting, this Report includes only those merger enforcement actions in which the Commission 

or the Antitrust Division took its first public action during fiscal year 2022. 

3 In 2020 the Commission brought 28 enforcement challenges. 

2 
Aerojet. The complaint alleged that t his proposed vertical merger would likely allow Lockheed 

to harm rival defense contractors by cutting them off from Aerojet's critical components 

needed to build competing missi les. Shortly after the Commission fi led its complaint, t he 

parties abandoned t he transaction. This lawsuit represented t he first t ime in decades that t he 

Commission had sought to outright block a defense industry transaction. 

In February 2022, the two largest healt hcare systems in Rhode Island, Lifespan and Care 

New England Health System, called off their merger after t he FTC, in conjunction with the 

Rhode Island Attorney General, sought to block t he merger. On t he same day in June 2022, the 

Commission voted to block two proposed hospital mergers: HCA's acquisition of Steward 

Health Care System and RWJBarnabas's acquisition of Saint Peter's Healthcare System. Both of 

t hese acquisitions were later abandoned. The Commission will continue to identify and 

aggressively challenge hospital mergers that threaten access to critical healthcare services. 

In July 2022, t he Commission issued an administrative complaint and authorized staff to 

seek a prel iminary injunction to prevent Meta' s proposed acquisition of virtual reality giant 

Within Unlimited. The Commission's complaint alleged t hat Meta's proposed acquisition would 

have harmed competition and dampened innovation in the markets for fitness and dedicatedfitness virtual reality apps. Although the U.S. District Court denied t he preliminary injunction 

and the Commission dismissed the administrative complaint, this enforcement action illustrates 

t he Commission's commitment to challenge acquisitions t hat el iminate potential competition. 

The Antitrust Division worked to block anticompetitive mergers in critical industries, 

including agriculture, healthcare, financial services, publishing, manufacturing, transportation, 

and national security. The Division's enforcement efforts directly impacted 26 merger 

transactions. In six cases, t he Division filed lawsuits in federal court to block the transactions; in 

four others t he Division filed a complaint and settlement simultaneously. In ten proposed 

transactions the parties abandoned the transaction in t he face of questions from the Division, 

and in six others t he parties changed the structure of their transaction such t hat the Division 

chose not to bring an enforcement action at t hat t ime. 

One of the Division's most notable successes was its efforts to block Penguin Random 

House's proposed purchase of a major publishing rival, Simon & Schuster. The merger, if 

completed, would have el iminated competition that had led to higher advances, better 

services, and more favorable contract terms for authors trying to sell their work. The merger 

also jeopardized the breadth, depth, and diversity of written work by authors. The Division fi led 

suit to block the merger in November 2021; after a thirteen-day trial in August 2022, t he U.S. 

District Court for t he District of Columbia found that the proposed acquisition violated Section 

7 of t he Clayton Act based on the harm it would cause to a specific class of workers-in this 

case, authors. 

Two other enforcement efforts illustrate t he Division's commitment to protecting 

competition in key areas of the supply chain. In 2021, Cargotec Corporation and Konecranes Pie 

3 
 

 

 

 

announced their plans to merge. This merger, if completed, would have diminished 

competition in the manufacture and supply of four types of container-handling equipment. 

This equipment, which included straddle carriers, rubber-tired gantry cranes, automated 

stacking cranes, and rail-mounted gantry trains, is a crucial part of modern ocean freight 

services. The proposed merger threatened to harm port and terminal operators in the United 

States that used these machines to move consumer goods, medicines, and other important 

products throughout the global supply change. In March 2022, Cargotec and Konecranes 

announced that they abandoned this merger in the face of a potential enforcement action by 

the Antitrust Division and the United Kingdom’s Competition and Markets Authority. 

The Antitrust Division’s enforcement efforts protected competition for other important 

parts of the supply chain as well. In August 2022, in the face of a potential enforcement action, 

China International Marine Containers Group Co. Ltd. announced that it had abandoned its 

intended plan to purchase Maersk Container Industry A/S and Maersk Container Industry 

Qingdao Ltd. The proposed acquisition would have combined two of the world’s four suppliers 

of insulated container boxes and refrigerated shipping containers and consolidated control of 

more than 90 percent of insulated container box and refrigerated container production 

worldwide in Chinese state-owned or state-controlled enterprises. This would likely have led to 

higher prices, lower quality, and less resiliency within the global supply chain. 

The Commission’s Premerger Notification Office (PNO) website4 includes instructions for 

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

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

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

transactions submitted each month, and contact information for PNO staff.5 

BACKGROUND OF THE HSR ACT 

Section 201 of the HSR Act amended the Clayton Act by adding a new Section 7A, 15 

U.S.C. § 18a. In general, the HSR Act requires that certain proposed acquisitions of voting 

securities, non-corporate interests, or assets be reported to the Commission and the Antitrust 

Division prior to consummation. The parties must then wait a specified period, usually 30 days 

(15 days in the case of a cash tender offer or bankruptcy sale), before they may complete the 

transaction. Whether a particular acquisition is subject to these requirements depends on the 

value of the acquisition and, in certain acquisitions, the size of the parties as measured by their 

sales and assets. Acquisitions valued below a certain threshold, acquisitions involving parties 

with assets and sales below a certain threshold, and certain classes of acquisitions that are less 

likely to raise antitrust concerns are excluded from the Act’s coverage. 

4 See https://www.ftc.gov/enforcement/premerger-notification-program. 5 Resource materials are available on the PNO website; in addition, PNO staff is always available to help HSR 

practitioners comply with HSR notification requirements. 

4 
 

 

 

 

 

 

 

 

 

 

 

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

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

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

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

form.6 The program became effective on September 5, 1978. The Commission, with the 

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

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

burden of complying with the rules, while ensuring that the agencies get all the information 

they need to analyze the underlying transaction.7 

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

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

potentially anticompetitive mergers and acquisitions before they are consummated. The 

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

goal. 

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

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

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

8 The Second 

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

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

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

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

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

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

the agency may seek an injunction in federal district court to prohibit consummation of the 

transaction. The Commission also may challenge the transaction in administrative litigation. 

A STATISTICAL PROFILE OF THE PREMERGER NOTIFICATION PROGRAM 

The appendices to this Report provide a statistical summary of the operation of the 

premerger notification program. Appendix A shows, for the ten-year period covering fiscal 

years 2013-2022: the number of transactions reported; the number of filings received; the 

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

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

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

7 See https://www.ftc.gov/enforcement/premerger-notification-program/statute-rules-and-formalinterpretations/statements-basis-purpose. 8 15 U.S.C. §18a(e)(1)(a) (“The Federal Trade Commission or the Assistant Attorney General may, prior to the 

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

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

5 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

Requests could have been issued. Appendix B provides a month-by-month comparison of the 

number of transactions reported and the number of filings received for fiscal years 2013 

through 2022. 

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

reported in fiscal year 2022 decreased 10.5 percent from the number of transactions reported 

in fiscal year 2021. In fiscal year 2022, 3,152 transactions were reported, while 3,520 were 

reported in fiscal year 2021, but the number of reported transactions remained significantly 

above the ten-year median.

10 Of the 3,152 reported transactions, Second Requests could have 

been issued in 3,029 of them. The absolute number of Second Requests has remained fairly 

consistent across the last decade, including 48 Second Requests in 2020, 65 in 2021, and 47 in 

2022.

11 

The statistics in Appendix A show that in fiscal year 2022, early termination was 

requested in 44.4 percent (1,345) of the adjusted transactions reported. In fiscal year 2021, 

early termination was requested in 62.2 percent (2,124) of the transactions reported. The 

percentage of requests granted out of the total requested decreased from 19.6 percent in fiscal 

year 2021 to 0.4 percent in fiscal year 2022, due to a suspension of the granting of early 

termination in February 2021, except in situations where merging parties entered into a 

consent order or the parties resolved the investigating agency’s concerns prior to fully 

complying with a Second Request.12 

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

enforcement activities for transactions reported in fiscal year 2022. The tables provide, for 

example, various characteristics of transactions, the number and percentage of transactions in 

which one antitrust agency granted the other clearance to commence an investigation, and the 

number of merger investigations in which either agency issued Second Requests. Table III of 

Exhibit A shows that in fiscal year 2022, the agencies received clearance to conduct an initial 

investigation in 9.2 percent of the total number of transactions reported. The tables also 

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

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

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

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

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

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

of that data). There were 3,029 adjusted transactions in fiscal year 2022, and the data presented in the Tables and 

the percentages discussed in the text of this Report are based on this figure. The number of transactions in fiscal 

year 2021 was an all-time high and 2022’s figures still represent the second-highest total in at least a decade. 11 As noted in prior reports, and described in Appendix A, the total number of Second Requests has remained fairly 

consistent over the last decade – 47 in 2013, 51 in 2014, 47 in 2015, 54 in 2016, 51 in 2017, 45 in 2018, 61 in 2019, 

48 in 2020, 65 in 2021, and 47 in 2022. 

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

6 
reporting t hreshold indicated in the notification report. In fiscal year 2022, the aggregate dollar 

value of reported transactions was $2.5 trillion.

13 

Tables X and XI provide t he number of transactions by industry group in which the 

acquiring person or t he acquired entity derived the most revenue. Figure 2 illustrates the 

percentage of adjusted transactions within industry groups for fiscal year 2022 based on t he 

acquired entity's operations.14 

Percentage of Transactions By Industry Group of Acquired Entity 

Chemicals & 

Other, 23.0% 

Pharmaceuticals, 3.9% T . 0/

Health Services, 4.2% 3 7 / ~,...a ..,o,, • a 

Energy & Natural 

Resources, 4.4% ......_~ ___Consumer Goods & 

Services, 31.3% 

Information 

Technology, 8.7% 

Manufacturing, 10.5% 

Banking & Insurance, 

10.4% 

(Figure 2) 

13 The information on t he value of reported adjusted transactions for fiscal year 2022 is drawn from a database 

maintained by the Premerger Notification Office. 14 The category designated as "Other" consists of industry segments that include construct ion, educational 

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

7 
 

 

 

 

 

 

 

 

 

 

 

 

 

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM 

1. Threshold Adjustments 

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

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

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

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

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

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

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

On January 24, 2022, the Commission published a notice15 to reflect adjustment of the 

reporting thresholds as required by the 2000 amendments16 to Section 7A of the Clayton Act, 

15 U.S.C. § 18a. The revised thresholds, including an increase in the size of transaction 

threshold from $92 million to $101 million, became effective February 23, 2022. The thresholds 

are calculated based on the prior year’s GNP. 

2. Compliance 

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

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

of investigations in fiscal year 2022. The agencies use several methods to oversee compliance, 

including monitoring news outlets and industry publications for transactions that may not have 

been reported in accordance with the HSR Act’s requirements. Industry sources, such as 

competitors, customers, and suppliers, interested members of the public, and, in certain cases, 

the parties themselves, also provide the agencies with information about transactions and 

possible violations of the Act’s requirements. 

Under Section 7A(g)(1) of the Act, any person that fails to comply with the Act’s 

notification and waiting period requirements is liable for a civil penalty of up to $46,517 for 

each day the violation continues.17 The antitrust agencies examine the circumstances of each 

15 87 Fed. Reg. 3541 (Jan. 23, 2022). 16 15 U.S.C. §18a(a). See Pub. L. No. 106-553, 114 Stat. 2762. 17 Dollar amounts specified in civil monetary penalty provisions within the Commission’s jurisdiction are adjusted 

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

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

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

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

857 (Jan. 9, 2009)), to $40,000 effective August 1, 2016 (81 Fed. Reg. 42476 (June 30, 2016)), to $43,792 effective 

Jan. 13, 2021 (86 Fed. Reg. 2880 (Jan. 13, 2021)) and to $46,517 effective January 10, 2022, (87 Fed. Reg. 1070 

(Jan. 10, 2022). 

8 
 

 

 

 

 

 

 

 

 

violation to determine whether to seek penalties.18 During fiscal year 2022, 74 postconsummation “corrective” filings were received, and the agencies brought two civil penalty 

actions, resulting in approximately $1.89 million in civil penalties. 

In United States v. Clarence L. Werner,

19 the complaint alleged that Mr. Werner, the 

founder of the Omaha, Nebraska-based truckload carrier Werner Enterprises, Inc., violated the 

HSR Act by failing to file for an acquisition of additional voting securities of Werner Inc. when 

his holdings crossed the relevant threshold. Mr. Werner had previously failed to file HSR Forms 

for acquisitions of Werner Inc. voting securities as part of his compensation package. Under the 

terms of a negotiated settlement, Mr. Werner agreed to pay a $486,900 civil penalty. On April 

20, 2022, the U.S. District Court for the District of Columbia entered the final judgment. 

In United States v. Biglari Holdings,

20 the complaint alleged that restaurant chain owner 

and investment fund operator Biglari violated the HSR Act by failing to file for an acquisition of 

additional voting securities of Cracker Barrel Old Country Store, Inc. Under the terms of a 

negotiated settlement, Biglari agreed to pay a $1.4 million civil penalty. On May 9, 2022, the 

U.S. District Court for the District of Columbia entered the final judgment. 

MERGER ENFORCEMENT ACTIVITY21 

The Department of Justice 

During fiscal year 2022, the Antitrust Division worked to block anticompetitive mergers 

where it concluded the effect may be substantially to lessen competition or tend to create a 

monopoly if allowed to proceed as proposed. The Division's enforcement efforts directly 

impacted 26 merger transactions. In six cases, the Division filed lawsuits in federal court to 

block the transactions; in four others the Division filed a complaint and settlement 

simultaneously. In ten proposed transactions the parties abandoned the transaction in the face

of questions from the Division, and in six others the parties changed the structure of their 

transaction such that the Division chose not to bring an enforcement action at that time.

The Division filed the following six cases that resulted in active litigation. 

18 If parties inadvertently fail to file, the agencies generally will not seek penalties so long as the parties promptly 

submit corrective filings after discovering the failure to file, submit an acceptable explanation of their failure to 

file, and have not previously violated the Act. 

19 United States v. Clarence L. Werner, No. 1:21-cv-03332 (D.D.C. filed on Dec. 22, 2021), 

https://www.ftc.gov/legal-library-browse/cases-proceedings/211-0004-clarence-l-werner-us-v. 20 United States v. Biglari Holdings, Inc., No. 1:21-cv-0331 (D.D.C. filed on Dec. 22, 2021), 

https://www.ftc.gov/legal-library/browse/cases-proceedings/2110040-biglari-holdings-inc. 21 The cases listed in this section were not necessarily reportable under the premerger notification program. Given 

the confidentiality of information obtained pursuant to the Act, it would be inappropriate to identify the cases 

initiated under the program except in those instances in which that information has already been disclosed. 

9 
 

 

 

 

 

 

In United States v. Bertelsmann SE & Co. KGaA, Penguin Random House, LLC, 

ViacomCBS, Inc., and Simon & Schuster, Inc.,

22 the Division filed a lawsuit to block Penguin 

Random House’s proposed acquisition of Simon & Schuster. As alleged in the complaint, the 

proposed acquisition would have enabled Penguin Random House, the largest book publisher in 

the world, to exert outsized influence over which books would be published in the United 

States and how much authors would be paid for their work. The proposed acquisition would 

have put the combined firm in control of nearly half of the market for acquiring publishing 

rights to anticipated top-selling books, leaving hundreds of individual authors with fewer 

options and less leverage. On November 7, 2022, after a thirteen-day trial on the merits, the 

U.S. District Court for the District of Columbia enjoined the merger. 

In United States v. United States Sugar Corp., United Sugars Corp., Imperial Sugar Co., 

and Louis Dreyfus Co. LLC,

23 the Division filed a challenge to United States Sugar Corporation’s 

proposed acquisition of Imperial Sugar Company. The complaint alleged that the proposed 

acquisition would further consolidate an already consolidated industry, resulting in a duopoly— 

United States Sugars and American Sugar Refining (also known as “Domino”) —controlling the 

vast majority of refined sugar sold in the Southeast. As a result, the complaint alleged that the 

acquisition would eliminate a significant competitor leading to higher prices and increase the 

likelihood of, or enable, successful anticompetitive coordination in the production and sale of 

refined sugar to customers in the Southeast, as well as in Georgia and its bordering states. On 

September 28, 2022, the U.S. District Court for the District of Delaware ruled in favor of the 

Defendants. The U.S. Court of Appeals for the Third Circuit affirmed the district court’s decision 

on July 13, 2023. 

In United States, State of Minnesota and State of New York v. UnitedHealth Group Inc., 

and Change Healthcare Inc.,

24 the Division, together with the Attorneys General of Minnesota 

and New York, filed suit to block the $13 billion proposed acquisition of Change Healthcare Inc. 

by UnitedHealth Group Inc. The complaint alleged that the proposed merger would give 

UnitedHealth Group, which owns the largest health insurer in the United States, control over 

Change Healthcare’s electronic data interchange clearinghouse, a critical data highway through 

which about half of all Americans’ health insurance claims pass each year. As a result, the 

acquisition would allow UnitedHealthcare to use its rivals’ competitively sensitive information 

to gain an unfair advantage and harm competition in health insurance markets. Additionally, 

the complaint alleged that the proposed transaction would eliminate UnitedHealth Group’s 

only major rival for first-pass claims editing technology, a critical product used to efficiently 

process health insurance claims, and give it a monopoly share in the market. On September 19, 

2022, the U.S. District Court for the District of Columbia, while acknowledging the validity of the 

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

Schuster, Inc., 1:21-cv-02886 (D.D.C. filed Nov. 02, 2021). 23 In United States v. United States Sugar Corp., United Sugars Corp., Imperial Sugar Co., and Louis Dreyfus Co. LLC, 

1:21-cv-01644-UNA (D. Del. Filed Nov. 23, 2021). 24 United States, State of Minnesota and State of New York v. UnitedHealth Group Inc., and Change Healthcare Inc., 

1:22-cv-00481 (D.D.C. filed Feb 24, 2022). 

10 
plaintiffs’ data-use theory, ruled in favor of the Defendants, declined to enjoin the transaction, 

and ordered the divestiture of Change Healthcare’s first-pass claims editing business. 

In United States v. Grupo Verzatec S.A. de C.V., Stabilit America, Inc, Crane Co., and 

Crane Composites, Inc.,

25 the Division filed suit to enjoin Grupo Verzatec S.A. de C.V. from 

buying its closest competitor, Crane Composites, Inc. The complaint alleged that the 

transaction would have created a monopoly in the market for the production and sale of 

pebbled fiberglass reinforced plastic wall panels, whose product and performance 

characteristics make it the wall covering of choice for many restaurants, grocery stores, 

hospitals, and convenience stores across the United States. On May 26, 2022, the parties 

abandoned the proposed acquisition. 

In United States v. Booz Allen Hamilton Holding Corp., Booz Allen Hamilton Inc., 

Everwatch Corp., EC Defense Holdings, LLC, and Analysis, Computing & Engineering Solutions, 

Inc.,

26 the Division filed suit to block Booz Allen Hamilton Holding Corporation’s proposed 

acquisition of Everwatch Corporation. The complaint alleged that the companies’ merger 

agreement harmed competition for an imminent government request for proposals to provide 

signals intelligence modeling and simulation services to the National Security Agency. The 

complaint alleged that Booz Allen and Everwatch, were the only competitors for this project, 

and that the companies were competing vigorously to win the contract before agreeing to 

merge. Once the companies agreed to merge, according to the complaint, they no longer had 

an incentive to bid aggressively against each other because no matter which company NSA 

selected, the merged firm would ultimately own the contract and reap the rewards. Although 

recognizing that the litigation may have accomplished some of the Division's goals, on October 

11, 2022, the U.S. District Court for the District of Maryland denied the Division’s Motion for a 

Preliminary Injunction. 

In United States v. ASSA ABLOY AB and Spectrum Brands Holdings, Inc.,

27 the Division 

filed suit to enjoin ASSA ABLOY from acquiring its residential door hardware rival, a division of 

Spectrum Brands Holding. The complaint alleged that acquisition would combine two of the 

three largest producers of residential door hardware in the concentrated $2.4 billion industry. 

As a result, the acquisition likely would have resulted in higher price, lower quality, reduced 

innovation, and poorer service in the sale of at least two types of residential door hardware: 

premium mechanical door hardware and smart locks. On May 5, 2023, following more than 

seven months of litigation and several days of trial, the Division filed a proposed final judgment 

requiring ASSA ABLOY, among other things, to divest assets to Fortune Brands Innovation, Inc. 

and to submit to five years of oversight by a monitoring trustee. The proposed final judgment 

provided greater relief than earlier offers by the Defendants, although the Division did not 

25 United States v. Grupo Verzatec S.A. de C.V., Stabilit America, Inc, Crane Co., and Crane Composites, Inc., 1:22-cv- 01401 (N.D. Ill. Filed Mar. 17, 2022). 

26 United States v. Booz Allen Hamilton Holding Corp., Booz Allen Hamilton Inc., Everwatch Corp., EC Defense

Holdings, LLC, and Analysis, Computing & Engineering Solutions, Inc., 1:22-cv-01603-CCB (D. MD. Filed June 29, 

2022). 

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

11 
 

 

 

 

 

 

 

contend that the relief obtained would fully eliminate the risks to competition alleged in the 

complaint. The proposed final judgment is designed to try to preserve competitive intensity in 

the markets for premium mechanical door hardware and smart locks. The Court entered final 

judgment on September 13, 2023.

The Division filed complaints and proposed settlements in the following four matters. 

In United States v. Wienerberger AG, General Shale Brick, Inc., LSF9 Stardust Super 

Holdings, L.P., Boral Limited, and Meridian Brick LLC,

28 the Division challenged General Shale 

Inc.’s proposed acquisition of Meridian Brick LLC. A proposed final judgment, filed 

concurrently with the complaint on October 1, 2021, required the parties to divest specified 

residential brick manufacturing and sales assets located within seven states. The U.S. District 

Court for the District of Columbia entered the final judgment on January 31, 2022. 

In United States v. Neenah Enterprises, Inc., U.S. Holdings, Inc., and U.S. Foundry and 

Manufacturing Corp.,

29 the Division challenged Neenah Enterprises Inc.’s proposed acquisition 

of substantially all of the assets of U.S. Holdings, Inc.’s subsidiary, U.S. Foundry and 

Manufacturing Corporation. On October 14, 2021, the Division filed a complaint and proposed 

final judgment requiring the parties divest assets designed to establish an independent and 

economically viable competitor in the market for the design, product, and sale of gray iron 

municipal castings. The U.S. District Court for the District of Columbia entered the final 

judgment on January 31, 2022. 

In United States v. B.S.A. S.A., LAG Holding, Inc., and The Kraft Heinz Co.,

30 the Division 

challenged B.S.A. S.A.’s (Lactalis) proposed acquisition of The Kraft Heinz Company’s natural 

cheese business in the United States. A proposed final judgment, filed concurrently with the 

complaint on November 10, 2021, required the parties to divest Kraft Heinz’s Athenos business 

and Polly-O business. The U.S. District Court for the District of Columbia entered the final 

judgment on March 15, 2022. 

In United States v. S&P Global Inc. and IHS Markit Ltd.,

31 the Division challenged the 

proposed merger of S&P and IHS Markit. On November 12, 2021, the Division filed a complaint 

and proposed final judgment requiring the divest IHS Markit’s price reporting agency 

businesses. The U.S. District Court for the District of Columbia entered the final judgment on 

March 21, 2022. 

28 United States v. Wienerberger AG, General Shale Brick, Inc., LSF9 Stardust Super Holdings, L.P., Boral Limited, and 

Meridian Brick LLC, 1:21-cv-02555 (D.D.C. Oct. 01, 2021). 29 United States v. Neenah Enterprises, Inc., U.S. Holdings, Inc., and U.S. Foundry and Manufacturing Corp., 1:21-cv02701 (D.D.C. Oct. 14, 2021). 

30 United States v. B.S.A. S.A., LAG Holding, Inc., and The Kraft Heinz Co., 1:21-cv-02976 (D.D.C. Nov. 10, 2021). 31 United States v. S&P Global Inc. and IHS Markit Ltd., 1;21-cv-03003 (D.D.C. Nov. 12, 2021). 

12 
 

 

 

 

 

 

 

 

 

 

 

 

 

The Federal Trade Commission 

During fiscal year 2022, the Commission challenged 24 mergers as violations of the 

Clayton Act. In six cases, the Commission initiated administrative or federal court litigation. In 

at least seven instances, firms abandoned their mergers after the Commission raised concerns. 

The Commission also accepted consent orders that required divestitures and other relief in 

eleven merger cases. 

In Nvidia/Arm,

32 the Commission filed an administrative complaint challenging Nvidia’s 

$40 billion proposed acquisition of U.K. semiconductor provider Arm. The complaint alleged 

that the proposed vertical merger would give Nvidia, one of the largest chip companies in the 

world, control over Arm’s computing technology that rival firms rely on to develop their own 

competing chips. If consummated, the combined company would have had the means and 

incentive to stifle innovative next-generation technologies, including driver-assistance systems 

in cars. Shortly after the Commission filed its complaint, the parties abandoned the 

transaction. 

In Lockheed/Aerojet,

33 the Commission filed an administrative complaint challenging 

Lockheed’s $4.4 billion proposed vertical acquisition of Aerojet. The Commission also 

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

Columbia to maintain the status quo pending the outcome of the administrative trial. Aerojet is 

the last independent U.S. supplier of missile propulsion systems and supplies advanced power, 

propulsion, and armament systems to Lockheed and other defense contractors. The complaint 

alleged that the proposed merger would allow Lockheed to harm rival defense contractors by 

cutting them off from Aerojet’s critical components needed to build competing missiles or 

otherwise disadvantaging its rivals’ ability to compete effectively. Shortly after the Commission 

filed its complaint, the parties abandoned the transaction. 

In Lifespan/Care New England,

34 the Commission filed an administrative complaint 

challenging the proposed merger of Rhode Island’s two largest healthcare providers. The 

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

the District of Rhode Island to maintain the status quo pending the outcome of the 

administrative trial. The complaint alleged that the proposed merger would eliminate the 

head-to-head competition between Lifespan and Care New England and create a dominant 

healthcare system for most inpatient general acute care services and inpatient behavioral 

health services in Rhode Island. The parties had a history of competing against each other to 

improve quality and services in the state of Rhode Island and 19 nearby Massachusetts 

32 In the Matter of Nvidia Corporation, Softbank Group, and Arm, Ltd., FTC Dkt. C-9404 (complaint filed on Dec. 2, 

2021), https://www.ftc.gov/legal-library/browse/cases-proceedings/2110015-nvidiaarm-matter. 33 In the Matter of Lockheed Martin Corporation and Aerojet Rocketdyne Holdings, Inc., FTC Dkt. C-9405 (complaint 

filed on Jan. 25, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/211-0052-lockheedaerojetmatter. 34 In the Matter of Lifespan Corporation and Care New England Health System, FTC Dkt. C-9406 (complaint filed on 

Feb. 17, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/211-0031-lifespancne-matter. 

13 
 

 

 

 

communities. The combination would have eliminated competition for a range of essential 

medical and surgical services and left insurers with few alternatives for inpatient general acute 

care services. The complaint further alleged the combined healthcare system would have 

reduced the hospitals’ incentives to invest in vital non-price dimensions of competition, such as 

quality of care, access to services, and technology. Shortly after the Commission filed its 

complaint, the parties abandoned the transaction. 

In HCA/Steward,

35 the Commission filed an administrative complaint challenging HCA’s 

proposed acquisition of Steward Health. The Commission also authorized staff to seek a 

preliminary injunction in the U.S. District Court for the District of Utah to maintain the status 

quo pending the outcome of the administrative trial. The complaint alleged that the proposed 

merger would eliminate the head-to-head competition between the parties for a broad range 

of essential medical and surgical diagnostic and treatment services that require an overnight 

hospital stay, known as inpatient general acute care services. HCA and Steward are the second 

and fourth largest healthcare systems in the Wasatch Front region of Utah, and the competition 

between them helps keep healthcare costs down. Shortly after the Commission filed its 

complaint, the parties abandoned the transaction. 

In Barnabas Health/Saint Peter’s,

36 the Commission filed an administrative complaint 

challenging Barnabas Health’s proposed acquisition of Saint Peter’s. The Commission also 

authorized staff to seek a preliminary injunction in the U.S. District Court for the District of New 

Jersey to halt the transaction pending an administrative trial. The complaint alleged that the 

proposed merger would eliminate the head-to-head competition for general acute care services 

in Middlesex County, New Jersey. The combination would have given the combined system a 

market share of more than 50% in Middlesex County, leaving insurers with fewer and less 

attractive alternatives, and allowing the combined health system to demand higher 

reimbursement rates and more onerous contract terms. Shortly after the Commission filed its 

complaint, the parties abandoned the transaction. 

In Meta/Within,

37 the Commission filed an administrative complaint challenging Meta’s 

proposed acquisition of Within. The Commission also authorized staff to seek a preliminary 

injunction in the U.S. District Court of Northern California pending the outcome of the 

administrative trial. The Commission’s complaint alleged that Meta is a potential entrant in the 

virtual reality dedicated fitness market with the required resources of building its own virtual 

reality fitness app to compete in the space. Meta, as a potential entrant with the resources 

available to build its own dedicated-fitness virtual reality app, instead chose to acquire a 

35 In the Matter of HCA Healthcare, Inc. and Steward Health Care System, LLC, FTC Dkt. C-9410 (complaint filed 

June 2, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/2210003-hca-healthcaresteward- on 

health-care-system-matter. 

36 In the Matter of RWJ Barnabas Health and Saint Peter’s Healthcare System, FTC Dkt. C-9409 (complaint filed on 

June 2, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/2010145-rwj-barnabas-healthsaintpeters-healthcare-system-matter. 

37 In the Matter of Meta Platforms, Inc. and Within Unlimited, Inc., FTC Dkt. C-9411 (complaint filed on Aug. 11, 

2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/221-0040-metazuckerbergwithin-matter. 

14 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

primary competitor. The Commission’s complaint alleged that Meta’s acquisition would likely 

eliminate the prospect of entry and dampen future innovation. In December 2022, the U.S. 

District Court denied the preliminary injunction and the Commission dismissed the 

administrative complaint. 

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

following eleven merger matters. 

In DaVita/Total Renal Care,

38 the Commission challenged DaVita’s subsidiary, Total 

Renal Care’s, proposed acquisition of 18 dialysis clinics from the University of Utah in a non-HSR 

reportable transaction. The Commission’s complaint alleged the proposed merger would 

eliminate competition between the parties in outpatient dialysis services in the Provo, Utah 

market. To remedy these concerns, the Commission issued a consent order requiring DaVita to 

divest three dialysis clinics to Sanderling Renal Services. In addition, DaVita is prohibited from 

entering or enforcing non-compete agreements and must seek Commission approval before 

acquiring new clinics anywhere in Utah for a period of ten years. Following a public comment 

period, the Commission approved the final order on January 12, 2022. 

In Price Chopper/Tops,

39 the Commission challenged Golub’s Price Chopper chain’s 

proposed acquisition of the Tops Market chain. According to the complaint, the proposed 

merger would reduce competition and result in highly concentrated markets for the sale of 

grocery products in several Upstate New York communities, including Cooperstown, Cortland, 

Oneida, Owego, Norwich, Warrensburg, Lake Placid, Rome, Watertown, Pittsburgh, and 

Rutland, Vermont. To remedy these concerns, the Commission issued a consent order 

requiring the parties to divest one supermarket in each market, except for Watertown, where 

they will divest two. Following a public comment period, the Commission approved the final 

order on January 20, 2022. 

In ANI/Novitium,

40 the Commission challenged ANI’s $210 million proposed acquisition 

of Novitium. According to the complaint, the proposed transaction would eliminate future 

competition in the U.S. market for generic SMX-TMP oral suspension, an antibiotic used to treat 

infections, and generic dexamethasone tablets, an oral steroid product. To remedy these 

concerns, the Commission issued a consent order requiring ANI to divest ANI’s rights and assets 

to generic SMX-TMP and generic dexamethasone to Prasco. In addition, the final order 

contains a prior approval provision giving the Commission notice and approval rights for future 

related acquisitions in these two markets. Following a public comment period, the Commission 

approved the final order on January 12, 2022. 

38 In the Matter of DaVita, Inc. and Total Renal Care, Inc., FTC Dkt. C- (complaint filed on Oct. 25, 2021), 

https://www.ftc.gov/legal-library/browse/cases-proceedings/2110013-davita-inc-total-renal-care-inc-matter. 39 In the Matter of The Golub Corporation, Tops Markets Corporation, and Project P Newco, FTC Dkt. C-4753 (final 

order issued on Jan. 20, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/211-0002-pricechoppertops-markets-matter. 40 In the Matter of ANI Pharmaceuticals, Inc. and Novitium Pharma LLC, FTC Dkt. C-4754 (final order issued on Jan. 

12, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/211-0101-aninovitium-matter. 

15 
 

 

 

 

 

 

 

 

 

 

 

 

 

In Global Partners/Fuel Assets,

41 the Commission challenged Global’s $151 million 

proposed acquisition of 27 retail gasoline and diesel outlets owned by Richard Wiehl. 

According to the complaint, the proposed merger would have significantly increased 

concentration for the retail sale of gasoline and diesel in the Connecticut towns of Fairfield, 

Bethel, Milford, Wilton, and Shelton. To remedy these concerns, the Commission required the 

parties to divest six Global retail fuel outlets and one Wheels retail fuel outlet to Petroleum 

Marketing Investment Group. Following a public comment period, the Commission approved 

the final order on March 2, 2022. 

In EnCap/EP Energy,

42 the Commission challenged EnCap’s $1.4 billion proposed 

acquisition of EP Energy. According to the complaint, the proposed merger would eliminate 

substantial head-to-head competition for the sale of Uinta Basin waxy crude oil to Salt Lake City 

refiners. The complaint alleged that EnCap and EP Energy were two of only four significant 

producers of Uinta waxy crude oil and that the proposed merger would have increased the 

likelihood of collusion or coordination among the remaining competitors in the Uinta Basin. To 

remedy these concerns, the Commission issued a consent order requiring EnCap divest EP’s 

business and assets in Utah to Crescent Energy Company. Following a public comment period, 

the Commission approved the final order on September 13, 2022. 

In Hikma/Custopharm,

43 the Commission challenged Hikma’s $375 million proposed 

acquisition of Custopharm. According to the complaint, the proposed merger would eliminate 

future competition in the market for the corticosteroid drug triamcinolone acetonide (TCA). 

The complaint alleged that only Custopharm and a few other companies were making this drug 

and Hikma would stop developing its own TCA following its acquisition of Custopharm, 

threatening competition in the TCA market. To remedy this concern, the Commission issued a 

consent order requiring Custopharm’s parent company to retain and transfer its TCA assets to 

another one of its subsidiaries, Long Grove Pharmaceuticals. The consent order also requires 

Long Grove to maintain the competitive viability of these assets and requires Hikma to seek 

Commission approval for future TCA-related acquisitions. Following a public comment period, 

the Commission approved the final order on July 13, 2022. 

In American Securities/Ferro,

44 the Commission challenged Prince International’s parent 

company, American Securities’, $2.1 billion proposed acquisition of Ferro. According to the 

complaint, the proposed merger would increase the likelihood of the merged firm to 

41 In the Matter of Global Partners LP and Richard Wiehl, FTC Dkt. C-4755 (final order issued on March 2, 2022), 

https://www.ftc.gov/legal-library/browse/cases-proceedings/global-partnersfuel-assets. 42 In the Matter of EnCap Investments L.P., FTC Dkt. C-4760 (final order issued on Sept. 13, 2022), 

https://www.ftc.gov/legal-library/browse/cases-proceedings/2110158-encapep-energy-matter. 43 In the Matter of Hikma Pharmaceuticals PLC and Custopharm, Inc., FTC Dkt. C-4771 (final order issued on July 13, 

2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/2210001-hikma-pharmaceuticalscustopharm. 44 In the Matter of American Securities Partners VII, L.P., Prince International Corp. and Ferro Corporation, FTC 

Dkt.C-4762 (final order issued on June 13, 2022), https://www.ftc.gov/legal-library/browse/casesproceedings/2110131-american-securities-partnersferro-matter. 

16 
 

 

 

 

 

 

 

unilaterally raise prices in the North American market for porcelain enamel frit and the world 

market for forehearth colorants. In addition, the acquisition would have eliminated Prince as 

an independent competitor in the world market for glass enamel, increasing the likelihood of 

coordination between the merged firm and its largest competitor, Fenzi. To remedy these 

concerns, the Commission issued a consent order requiring Prince and Ferro to divest three 

facilities used to make porcelain enamel frit, glass enamel, and forehearth colorants to KPS 

Capital. It also requires American Securities to obtain prior approval from the Commission for 

ten years before buying assets to manufacture and sell porcelain enamel frit, glass enamel, or 

forehearth colorants. Following a public comment period, the Commission approved the final 

order on June 13, 2022. 

In Medtronic/Intersect,

45 the Commission challenged Medtronic’s $1.1 billion proposed 

acquisition of Intersect ENT. According to the complaint, the merger would eliminate actual, 

direct, and future competition between Medtronic and Intersect, and result in higher prices and 

reduced innovation in the markets for ENT navigation systems and balloon sinus dilation 

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

Medtronic to divest Intersect’s subsidiary Fiagon—which makes ear, nose, and throat 

navigation systems and balloon sinus products—to Hemostasis. Following a public comment 

period, the Commission approved the final order on June 27, 2022. 

In Buckeye/Magellan,

46 the Commission challenged pipeline and storage company 

Buckeye’s $435 million proposed acquisition of Magellan. According to the complaint, the 

proposed merger may have substantially lessened competition for petroleum products 

terminaling services in North Augusta, South Carolina; Spartanburg, South Carolina; and 

Montgomery, Alabama. The complaint alleged that in all three geographic markets, the 

proposed merger would eliminate close competition between Buckeye and Magellan, 

increasing the likelihood of coordinated interaction between the remaining competitors, 

reducing the number of options for third-party customers, and increasing the price for 

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

requiring Buckeye to divest assets to U.S. Venture no later than ten days after the acquisition is 

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

on August 8, 2022. 

In JAB/SAGE,

47 the Commission challenged private equity firm JAB’s subsidiaries 

Compassion-First Pet Hospitals’ and National Veterinary Associates’ $1.1 billion proposed 

acquisition of SAGE Veterinary Partners. The complaint alleged that the proposed merger 

45 In the Matter of Medtronic plc and Intersect ENT, Inc., FTC Dkt. C-4763 (final order issued on June 27, 2022), 

https://www.ftc.gov/legal-library/browse/cases-proceedings/2110184-medtronicintersect-matter. 46 In the Matter of IFM Global Infrastructure Fund, Buckeye Partners, and Magellan Midstream Partners, L.P., FTC 

Dkt. C-4765 (final order issued on Aug. 8, 2022), https://www.ftc.gov/legal-library/browse/casesproceedings/2110144-buckeyemagellan-matter. 47 In the Matter of JAB Consumer Partners SCA, National Veterinary Associates, Inc., and SAGE Veterinary Partners, 

LLC, FTC Dkt. C-4766 (final order issued on Aug. 2, 2022), https://www.ftc.gov/legal-library/browse/casesproceedings/2110140-jab-consumer-partnersnational-veterinary-associatessage-veterinary-partners-matter. 

17 
 

 

 

 

 

 

 

would reduce the number of providers for various types of veterinary care, including 

emergency services, in three geographic markets in Texas and California. In addition, a 

monopoly would result for the provision of neurology and ophthalmology veterinary specialty 

service in and around San Francisco. To remedy these concerns, the Commission issued a 

consent order requiring JAB to divest clinics in Texas and California. In addition, the 

Commission imposed robust prior approval and prior notice requirements on any future JAB 

acquisitions of specialty and emergency veterinary clinics. Following a public comment period, 

the Commission approved the final order on August 2, 2022. 

In JAB/VIPW,

48 the Commission challenged JAB’s $1.65 billion proposed acquisition of 

VIPW’s Ethos, a specialty and emergency veterinary clinic operator with locations in nine states. 

This deal is part of a growing trend towards consolidation in the emergency and specialty 

veterinary services markets across the U.S. by large chains, including JAB. The complaint 

alleged that transaction would eliminate the close competition among the parties for a number 

of veterinary services and substantially increase competition in already highly concentrated 

markets. The Commission issued a consent order requiring JAB to divest clinics in Richmond, 

Virginia, Denver, San Francisco, and Washington, D.C. and imposing extensive prior approval 

and prior notice requirements on JAB and any divestiture buyers of specialty and emergency 

veterinary services. Following a public comment period, the Commission approved the final 

order on October 10, 2022. 

*** 

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

raised significant antitrust concerns and in some cases violated the antitrust laws before the 

agencies had an opportunity to investigate and block them. This practice forced the agencies to 

engage in lengthy post-acquisition litigation, during the course of which the transaction’s 

anticompetitive effects continued to harm competition and the public; furthermore, if effective 

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

All staff of the Commission and the Department of Justice, including the FTC’s 

Premerger Notification Office, are to be commended for their diligent and dedicated efforts to 

identify and investigate mergers and acquisitions that may substantially lessen competition or 

tend to create a monopoly and to vigorously enforce the law. The Commission and the 

Antitrust Division salute the tireless work of their excellent staffs in protecting the American 

public from unlawful mergers and acquisitions. 

48 In the Matter of JAB Consumer Partners SCA, National Veterinary Associates, Inc., and VIPW, LLC, FTC Dkt. C-4770 

(final order issued on Oct. 10, 2022), https://www.ftc.gov/legal-library/browse/cases-proceedings/211-0174-jabconsumer-partnersvipwethos-veterinary-health-matter. 

18 
 

 

 

LIST OF APPENDICES 

Appendix A: Summary of Transactions, Fiscal Years 2013 – 2022 

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

2013 - 2022 

LIST OF EXHIBITS 

Exhibit A: Statistical Tables for Fiscal Year 2022 – Data Profiling Hart-ScottRodino Notification Filings and Enforcement Actions 
 

 

APPENDIX A 

SUMMARY OF TRANSACTIONS 

FISCAL YEARS 2013 – 2022 
APPENDIX A 

SUMMARY OF TRANSACTIONS BY FISCAL YEAR 

Transactions Reported 

Filings Received1 

-

2013 

1,326 

2,628 

2014 

1,663 

3,307 

2015 

1,801 

3,585 

2016 

1,832 

3,674 

2017 

2,052 

4,083 

2018 

2,111 

4,188 

2019 

2,089 

4,142 

2020 

1,637 

3,249 

2021 

3,520 

7,002 

2022 

3,152 

6,288 

Adjusted Transactions In Which A Second 

Request Could Have Been lssued2 1,286 1,618 1,754 1,772 1,992 2,028 2,030 1,580 3,413 3,029 

Investigations in Which Second Requests 

Were Issued 

FTC3 

Percent

4 

DOJ3 

Percent

4 

47 

25 

1.9% 

22 

1.7% 

51 

30 

1.9% 

21 

1.3% 

47 

20 

1.1% 

27 

1.5% 

54 

25 

1.4% 

29 

1.6% 

51 

33 

1.7% 

18 

0.9% 

45 

26 

1.3% 

19 

0.9% 

61 

30 

1.5% 

31 

1.5% 

48 

23 

1.5% 

25 

1.6% 

65 

42 

1.2% 

23 

0.7% 

47 

25 

0.8% 

22 

0.7% 

Transactions Involving a Request For Early 

Termination5 990 1,274 1,366 1,374 1,552 1,500 1,507 1,133 2,124 1,345 

Granted5 

Not Granted5 

797 

193 

1,020 

254 

1,086 

280 

1,102 

272 

1,220 

332 

1,170 

330 

1,107 

400 

861 

272 

417 

1,707 

5 

1,340 

1 Usually, two fi lings are received, one from the acquiring person and one from t he acquired person when a transaction is reported. Only one application is received when an 

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

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

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

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

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

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

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

be consistent wit h the statistics presented in most of t he prior annual reports. 

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

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

component values due to rounding. 

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

 

APPENDIX B 

NUMBER OF TRANSACTIONS REPORTED AND 

FILINGS RECEIVED BY MONTH 

FOR 

FISCAL YEARS 2013 - 2022 
APPENDIX B 

TABLE 1. N UMBER OF T RANSACTIONS REPORTED BY M ONTH FOR FISCAL YEARS 

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 

October 127 124 144 168 163 174 211 151 202 432 

November 260 159 157 243 215 207 254 206 400 575 

December 92 108 122 157 148 160 157 164 204 279 

January 78 125 118 117 153 170 150 154 210 233 

February 82 114 140 127 153 141 145 138 278 206 

March 87 100 128 125 146 178 156 136 322 221 

April 77 140 131 129 150 140 163 72 261 218 

May 117 157 152 168 209 222 191 57 299 211 

June 90 150 155 150 191 177 161 117 299 202 

July 91 162 170 140 146 180 170 110 329 184 

August 122 151 216 166 219 223 173 170 353 197 

September 103 173 168 142 159 139 158 162 363 194 

TOTAL 1,326 1,663 1,801 1,832 2,052 2,111 2,089 1,637 3,520 3,152 
APPENDIX B 

TABLE 2. NUMBER OF FILINGS RECEIVED1 BY M ONTH FOR FISCAL YEARS 

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 

October 255 247 289 345 329 336 421 298 454 870 

November 511 325 322 483 416 417 505 413 825 1,187 

December 180 211 239 314 297 319 308 329 364 552 

January 151 244 244 236 307 316 287 309 399 431 

February 169 236 257 249 298 304 295 269 564 407 

March 172 195 252 265 302 338 308 270 616 440 

April 151 271 265 249 290 285 335 145 524 434 

May 228 315 305 331 402 424 365 137 623 420 

June 181 304 322 304 388 365 349 212 573 407 

July 186 323 327 284 291 364 306 208 659 365 

August 240 292 425 339 446 433 358 336 717 407 

September 204 344 338 275 317 287 305 323 684 368 

TOTAL 2,628 3,307 3,585 3,674 4,083 4,188 4,142 3,249 7,002 6,288 

1 Usually, two filings are received, one from t he acquiring person and one from t he acquired person, when t he transact ion is reported. Only one fi ling is received when an 

acquiring person files for a transaction t hat is exempt under Sections 7A(c)(6) and (c)(8) of t he Clayton Act. 
EXHIBIT A 

STATISTICAL TABLES 

FOR 

FISCAL YEAR 2022 

DATA PROFILING HART-SCOTT-RODINO PREMERGER NOTIFICATION 

FILINGS AND ENFORCEMENT ACTIONS 
 

TABLE I 

1 FISCAL YEAR 2022 

2 ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE) 

TRANSACTION RANGE 

($MILLIONS) 

HSR TRANSACTIONS CLEARANCE GRANTED TO FTC OR DOJ 3 SECOND REQUEST INVESTIGATIONS 

4 

NUMBER PERCENT NUMBER 

PERCENT OF 

TRANSACTION RANGE 

GROUP 

NUMBER 

PERCENT OF 

TRANSACTION RANGE 

GROUP 

FTC DOJ FTC DOJ TOTAL FTC DOJ FTC DOJ TOTAL 

50M - 100M 25 0.8% 0 1 0.0% 4.0% 4.0% 0 0 0.0% 0.0% 0.0%

100M - 150M 401 13.2% 11 7 2.7% 1.7% 4.5% 1 2 0.2% 0.5% 0.7%

150M - 200M 402 13.3% 14 8 3.5% 2.0% 5.5% 0 1 0.0% 0.2% 0.2%

200M - 300M 513 16.9% 29 15 5.7% 2.9% 8.6% 2 0 0.4% 0.0% 0.4%

300M - 500M 434 14.3% 26 14 6.0% 3.2% 9.2% 3 3 0.7% 0.7% 1.4%

500M - 1000M 643 21.2% 43 27 6.7% 4.2% 10.9% 3 6 0.5% 0.9% 1.4%

Over 1000M 611 20.2% 61 35 10.0% 5.7% 15.7% 16 10 2.6% 1.6% 4.3%

ALL TRANSACTIONS 3,029 100.0% 184 107 6.1% 3.5% 9.6% 25 22 0.8% 0.7% 1.6%
 

TABLE II 

1 FISCAL YEAR 2022 

2 ACQUISITIONS BY SIZE OF TRANSACTION (CUMULATIVE) 

TRANSACTION RANGE 

($MILLIONS) 

HSR TRANSACTIONS CLEARANCE GRANTED TO FTC OR DOJ 3 SECOND REQUEST INVESTIGATIONS 

4 

NUMBER PERCENT NUMBER 

PERCENTAGE OF 

TOTAL NUMBER OF 

CLEARANCES 

NUMBER 

PERCENTAGE OF 

TOTAL NUMBER OF 

SECOND REQUESTS 

FTC DOJ FTC DOJ TOTAL FTC DOJ FTC DOJ TOTAL 

LESS THAN 50M 5 0 0.0% 0 0 0.0% 0.0% 0.0% 0 0 0.0% 0.0% 0.0%

LESS THAN 100M 25 0.8% 0 1 0.0% 0.3% 0.3% 0 0 0.0% 0.0% 0.0%

LESS THAN 150M 426 14.1% 11 8 3.8% 2.7% 6.5% 1 2 2.1% 4.3% 6.4%

LESS THAN 200M 828 27.3% 25 16 8.6% 5.5% 14.1% 1 3 2.1% 6.4% 8.5%

LESS THAN 300M 1,341 44.3% 54 31 18.6% 10.7% 29.2% 3 3 6.4% 6.4% 12.8%

LESS THAN 500M 1,775 58.6% 80 45 27.5% 15.5% 43.0% 6 6 12.8% 12.8% 25.5%

LESS THAN 1000M 2,413 79.7% 123 72 42.3% 24.7% 67.0% 9 12 19.1% 25.5% 44.7%

ALL TRANSACTIONS 3,029 184 107 63.2% 36.8% 100.0% 25 22 53.2% 46.8% 100.0%
 

TABLE III 

1 FISCAL YEAR 2022 

TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY 

TRANSACTION RANGE 

($MILLIONS) 

CLEARANCES 

GRANTED TO 

AGENCY 

CLEARANCE GRANTED AS A PERCENTAGE OF: 

TRANSACTIONS IN EACH 

TRANSACTION RANGE 

GROUP 

TOTAL NUMBER 

OF CLEARANCES 

PER AGENCY 

TOTAL NUMBER OF 

CLEARANCES 

GRANTED 

FTC DOJ TOTAL FTC DOJ TOTAL FTC DOJ FTC DOJ TOTAL 

50M - 100M 0 1 1 0.0% 4.0% 4.0% 0.0% 0.9% 0.0% 0.3% 0.3%

100M - 150M 11 7 18 2.7% 1.7% 4.5% 6.0% 6.5% 3.8% 2.4% 6.2%

150M - 200M 14 8 22 3.5% 2.0% 5.5% 7.6% 7.5% 4.8% 2.7% 7.6%

200M - 300M 29 15 44 5.7% 2.9% 8.6% 15.8% 14.0% 10.0% 5.2% 15.1%

300M - 500M 26 14 40 6.0% 3.2% 9.2% 14.1% 13.1% 8.9% 4.8% 13.7%

500M - 1000M 43 27 70 6.7% 4.2% 10.9% 23.4% 25.2% 14.8% 9.3% 24.1%

Over 1000M 61 35 96 10.0% 5.7% 15.7% 33.2% 32.7% 21.0% 12.0% 33.0%

ALL TRANSACTIONS 184 107 291 6.1% 3.5% 9.6% 100.0% 100.0% 63.2% 36.8% 100.0%
 

TABLE IV 

1 FISCAL YEAR 2022 

TRANSACTIONS IN WHICH SECOND REQUESTS WERE ISSUED 

TRANSACTION RANGE 

($MILLIONS) 

INVESTIGATIONS IN 

WHICH A SECOND 

REQUEST WAS 

3 ISSUED 

SECOND REQUESTS ISSUED AS A PERCENTAGE OF: 

TOTAL NUMBER OF 

TRANSACTIONS 

TRANSACTIONS IN 

EACH TRANSACTION 

RANGE GROUP 

TOTAL NUMBER OF 

SECOND REQUEST 

INVESTIGATIONS 

FTC DOJ TOTAL FTC DOJ TOTAL FTC DOJ TOTAL FTC DOJ TOTAL 

50M - 100M 0 0 0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

100M - 150M 1 2 3 0.0% 0.1% 0.1% 0.2% 0.5% 0.7% 2.1% 4.3% 6.4%

150M - 200M 0 1 1 0.0% 0.0% 0.0% 0.0% 0.2% 0.2% 0.0% 2.1% 2.1%

200M - 300M 2 0 2 0.1% 0.0% 0.1% 0.4% 0.0% 0.4% 4.3% 0.0% 4.3%

300M - 500M 3 3 6 0.1% 0.1% 0.2% 0.7% 0.7% 1.4% 6.4% 6.4% 12.8%

500M - 1000M 3 6 9 0.1% 0.2% 0.3% 0.5% 0.9% 1.4% 6.4% 12.8% 19.1%

Over 1000M 16 10 26 0.5% 0.3% 0.9% 2.6% 1.6% 4.3% 34.0% 21.3% 55.3%

ALL TRANSACTIONS 25 22 47 0.8% 0.7% 1.6% 0.8% 0.7% 1.6% 53.2% 46.8% 100.0%
 

TABLE V 

1 FISCAL YEAR 2022 

ACQUISITIONS BY REPORTING THRESHOLD 

6 THRESHOLD 

HSR TRANSACTIONS CLEARANCE GRANTED TO FTC OR DOJ 3 SECOND REQUEST INVESTIGATIONS 

NUMBER PERCENT NUMBER 

PERCENT OF 

THRESHOLD GROUP NUMBER PERCENT OF THRESHOLD GROUP 

FTC DOJ FTC DOJ TOTAL FTC DOJ FTC DOJ TOTAL 

$50M (as adjusted) 236 7.8% 1 2 0.4% 0.8% 1.3% 0 0 0.0% 0.0% 0.0%

$100M (as adjusted) 271 8.9% 4 11 1.5% 4.1% 5.5% 0 0 0.0% 0.0% 0.0%

$500M (as adjusted) 65 2.1% 1 0 1.5% 0.0% 1.5% 0 0 0.0% 0.0% 0.0%

25% 18 0.6% 0 1 0.0% 5.6% 5.6% 0 0 0.0% 0.0% 0.0%

50% 1227 40.5% 95 50 7.7% 4.1% 11.8% 13 17 1.1% 1.4% 2.4%

ASSETS ONLY 270 8.9% 38 9 14.1% 3.3% 17.4% 6 1 2.2% 0.4% 2.6%

NCI 942 31.1% 45 34 4.8% 3.6% 8.4% 6 4 0.6% 0.4% 1.1%

ALL TRANSACTIONS 3,029 100.0% 184 107 6.1% 3.5% 9.6% 25 22 0.8% 0.7% 1.6%
 

TABLE VI 

1 FISCAL YEAR 2022 

TRANSACTION BY ASSETS OF ACQUIRING PERSON 

ASSET RANGE 

($MILLIONS) 

HSR TRANSACTIONS CLEARANCE GRANTED TO FTC OR DOJ 3 SECOND REQUEST INVESTIGATIONS 

NUMBER PERCENT NUMBER 

PERCENT OF 

ASSET RANGE 

GROUP 

NUMBER 

PERCENT OF 

ASSET RANGE 

GROUP 

FTC DOJ FTC DOJ TOTAL FTC DOJ FTC DOJ TOTAL 

Below 50M 491 16.2% 7 7 1.4% 1.4% 2.9% 0 1 0.0% 0.2% 0.2%

50M - 100M 40 1.3% 3 0 7.5% 0.0% 7.5% 0 0 0.0% 0.0% 0.0%

100M - 150M 48 1.6% 1 2 2.1% 4.2% 6.3% 1 0 2.1% 0.0% 2.1%

150M - 200M 129 4.3% 1 3 0.8% 2.3% 3.1% 0 0 0.0% 0.0% 0.0%

200M - 300M 241 8.0% 12 10 5.0% 4.1% 9.1% 0 2 0.0% 0.8% 0.8%

300M - 500M 216 7.1% 6 5 2.8% 2.3% 5.1% 0 1 0.0% 0.5% 0.5%

500M - 1000M 266 8.8% 9 10 3.4% 3.8% 7.1% 0 1 0.0% 0.4% 0.4%

Over 1000M 1,598 52.8% 145 70 9.1% 4.4% 13.5% 24 17 1.5% 1.1% 2.6%

ALL TRANSACTIONS 3,029 100.0% 184 107 6.1% 3.5% 9.6% 25 22 0.8% 0.7% 1.6%
 

TABLE VII 

1 FISCAL YEAR 2022 

TRANSACTION BY SALES OF ACQUIRING PERSON 

SALES RANGE 

($MILLIONS) 

HSR TRANSACTIONS CLEARANCE GRANTED TO FTC OR DOJ 3 SECOND REQUEST INVESTIGATIONS 

NUMBER PERCENT NUMBER 

PERCENT OF 

SALES RANGE 

GROUP 

NUMBER 

PERCENT OF 

SALES RANGE 

GROUP 

FTC DOJ FTC DOJ TOTAL FTC DOJ FTC DOJ TOTAL 

Below 50M 292 9.6% 2 3 0.7% 1.0% 1.7% 0 2 0.0% 0.7% 0.7%

50M - 100M 121 4.0% 0 3 0.0% 2.5% 2.5% 0 0 0.0% 0.0% 0.0%

100M - 150M 90 3.0% 9 5 10.0% 5.6% 15.6% 0 1 0.0% 1.1% 1.1%

150M - 200M 96 3.2% 6 2 6.3% 2.1% 8.3% 1 1 1.0% 1.0% 2.1%

200M - 300M 150 5.0% 2 3 1.3% 2.0% 3.3% 0 0 0.0% 0.0% 0.0%

300M - 500M 171 5.6% 9 7 5.3% 4.1% 9.4% 0 1 0.0% 0.6% 0.6%

500M - 1000M 334 11.0% 15 14 4.5% 4.2% 8.7% 1 1 0.3% 0.3% 0.6%

Over 1000M 1316 43.4% 135 58 10.3% 4.4% 14.7% 23 16 1.7% 1.2% 3.0%

7 Sales Not Available 459 15.2% 6 12 1.3% 2.6% 3.9% 0 0 0.0% 0.0% 0.0%

ALL TRANSACTIONS 3,029 100.0% 184 107 6.1% 3.5% 9.6% 25 22 0.8% 0.7% 1.6%
 

TABLE VIII 

1 FISCAL YEAR 2022 

8 TRANSACTION BY ASSETS OF ACQUIRED ENTITIES 

ASSET RANGE 

($MILLIONS) 

HSR TRANSACTIONS CLEARANCE GRANTED TO FTC OR DOJ 3 SECOND REQUEST INVESTIGATIONS 

NUMBER PERCENT NUMBER 

PERCENT OF 

ASSET RANGE 

GROUP 

NUMBER 

PERCENT OF 

ASSET RANGE 

GROUP 

FTC DOJ FTC DOJ TOTAL FTC DOJ FTC DOJ TOTAL 

Below 50M 603 19.9% 32 12 5.3% 2.0% 7.3% 3 4 0.5% 0.7% 1.2%

50M - 100M 406 13.4% 18 11 4.4% 2.7% 7.1% 1 2 0.2% 0.5% 0.7%

100M - 150M 260 8.6% 13 7 5.0% 2.7% 7.7% 0 1 0.0% 0.4% 0.4%

150M - 200M 183 6.0% 6 1 3.3% 0.5% 3.8% 0 1 0.0% 0.5% 0.5%

200M - 300M 247 8.2% 15 9 6.1% 3.6% 9.7% 2 1 0.8% 0.4% 1.2%

300M - 500M 252 8.3% 21 11 8.3% 4.4% 12.7% 3 1 1.2% 0.4% 1.6%

500M - 1000M 247 8.2% 22 14 8.9% 5.7% 14.6% 2 3 0.8% 1.2% 2.0%

Over 1000M 555 18.3% 33 29 5.9% 5.2% 11.2% 10 8 1.8% 1.4% 3.2%

Assets Not Available 8 276 9.1% 24 13 8.7% 4.7% 13.4% 4 1 1.4% 0.4% 1.8%

ALL TRANSACTIONS 3,029 100.0% 184 107 6.1% 3.5% 9.6% 25 22 0.8% 0.7% 1.6%
 

TABLE IX 

1 FISCAL YEAR 2022 

9 TRANSACTION BY SALES OF ACQUIRED ENTITIES 

SALES RANGE 

($MILLIONS) 

HSR TRANSACTIONS CLEARANCE GRANTED TO FTC OR DOJ 3 SECOND REQUEST INVESTIGATIONS 

NUMBER PERCENT NUMBER 

PERCENT OF 

SALES RANGE 

GROUP 

NUMBER 

PERCENT OF 

SALES RANGE 

GROUP 

FTC DOJ FTC DOJ TOTAL FTC DOJ FTC DOJ TOTAL 

Below 50M 709 23.4% 38 14 5.4% 2.0% 7.3% 3 1 0.4% 0.1% 0.6%

50M - 100M 513 16.9% 23 12 4.5% 2.3% 6.8% 2 4 0.4% 0.8% 1.2%

100M - 150M 305 10.1% 18 13 5.9% 4.3% 10.2% 0 3 0.0% 1.0% 1.0%

150M - 200M 220 7.3% 12 6 5.5% 2.7% 8.2% 3 0 1.4% 0.0% 1.4%

200M - 300M 287 9.5% 13 17 4.5% 5.9% 10.5% 1 2 0.3% 0.7% 1.0%

300M - 500M 232 7.7% 19 11 8.2% 4.7% 12.9% 1 3 0.4% 1.3% 1.7%

500M - 1000M 219 7.2% 17 15 7.8% 6.8% 14.6% 5 1 2.3% 0.5% 2.7%

Over 1000M 425 14.0% 21 19 4.9% 4.5% 9.4% 8 8 1.9% 1.9% 3.8%

10 Sales not Available 119 3.9% 23 0 19.3% 0.0% 19.3% 2 0 1.7% 0.0% 1.7%

ALL TRANSACTIONS 3,029 100.0% 184 107 6.1% 3.5% 9.6% 25 22 0.8% 0.7% 1.6%
TABLE X 

1 FISCAL YEAR 2022 

INDUSTRY GROUP OF ACQUIRING PERSON 

3 DIGIT 

NAICS 

11 CODE 

INDUSTRY DESCRIPTION 4 NUMBER PERCENT 

OF TOTAL 

% POINTS 

CHANGE 

FROM FY 

12 2021 

CLEARANCE 

GRANTED TO FTC 

OR DOJ 

SECOND REQUEST 3 INVESTIGATIONS 

FTC DOJ TOTAL FTC DOJ TOTAL 

13 000 Not Available 454 15.0% -4.1% 6 8 14 0 0 0

111 Crop Production 3 0.1% 0.0% 0 0 0 0 0 0

211 Oil and Gas Extraction 36 1.2% 0.4% 4 0 4 1 0 1

212 Mining (except Oil and Gas) 5 0.2% 0.0% 1 1 2 1 0 1

213 Support Activities for Mining 5 0.2% 0.1% 0 0 0 0 0 0

221 Utilities 43 1.4% 0.3% 0 0 0 0 0 0

236 Construction of Buildings 7 0.2% -0.1% 0 0 0 0 0 0

237 Heavy and Civil Engineering Construction 23 0.8% 0.1% 0 0 0 0 0 0

238 Specialty Trade Contractors 28 0.9% 0.1% 0 1 1 0 0 0

311 Food and Kindred Products 46 1.5% 0.2% 1 6 7 0 2 2

312 Beverage and Tobacco Product Manufacturing 12 0.4% 0.1% 0 0 0 0 0 0

313 Textile Mills 3 0.1% 0.0% 0 0 0 0 0 0

314 Textile Products 2 0.1% 0.1% 0 0 0 0 0 0

315 Apparel Manufacturing 2 0.1% 0.1% 0 0 0 0 0 0

316 Leather and Allied Product Manufacturing 1 0.0% 0.0% 0 0 0 0 0 0

321 Wood Product Manufacturing 11 0.4% 0.0% 1 0 1 0 0 0

322 Paper Manufacturing 12 0.4% 0.2% 0 1 1 0 0 0

323 Printing and Related Support Actitivies 3 0.1% 0.0% 0 0 0 0 0 0

324 Petroleum and Coal Products Manufacturing 10 0.3% -0.2% 0 0 0 0 0 0

325 Chemical Manufacturing 171 5.6% 0.5% 48 3 51 4 3 7

326 Plastics and Rubber Manfuacturing 21 0.7% -0.2% 1 1 2 0 0 0
TABLE X 

1 FISCAL YEAR 2022 

INDUSTRY GROUP OF ACQUIRING PERSON 

3 DIGIT 

NAICS 

11 CODE 

INDUSTRY DESCRIPTION 4 NUMBER PERCENT 

OF TOTAL 

% POINTS 

CHANGE 

FROM FY 

12 2021 

CLEARANCE 

GRANTED TO FTC 

OR DOJ 

SECOND REQUEST 3 INVESTIGATIONS 

FTC DOJ TOTAL FTC DOJ TOTAL 

327 Nonmetallic Mineral Product Manufacturing 20 0.7% 0.2% 3 1 4 0 0 0

331 Primary Metal Manufacturing 14 0.5% 0.1% 0 3 3 0 1 1

332 Fabricated Metal Product Manufacturing 37 1.2% 0.2% 0 4 4 0 3 3

333 Machinery Manufacturing 50 1.7% -0.2% 0 5 5 0 0 0

334 Computer and Electronic Product Manufacturing 36 1.2% -0.5% 4 1 5 0 0 0

335 Electrical Equipment, Applicance, and Component 

Manufacturing 19 0.6% 0.2% 0 0 0 0 0 0

336 Transportation Equipment Manufacturing 30 1.0% -0.8% 1 5 6 0 2 2

337 Furniture and Related Product Manufacturing 3 0.1% -0.1% 0 0 0 0 0 0

339 Miscellaneous Manufacturing 40 1.3% 0.3% 9 0 9 2 0 2

423 Merchant Wholesalers, Durable Goods 149 4.9% 1.1% 3 3 6 0 0 0

424 Merchant Wholesales, Nondurable Goods 121 4.0% 0.8% 12 6 18 1 1 2

425 Wholesale Electric Markets and Agent and Brokers 4 0.1% -0.2% 0 0 0 0 0 0

441 Motor Vehicle and Parts Dealers 42 1.4% 0.6% 2 0 2 0 0 0

443 Miscellaneous Repair Services 5 0.2% 0.2% 0 0 0 0 0 0

444 Electronics and Appliance Stores 4 0.1% -0.3% 0 0 0 0 0 0

445 Food and Beverage Stores 9 0.3% 0.1% 1 1 2 0 0 0

446 Health and Personal Care Stores 8 0.3% -0.1% 0 1 1 0 0 0

447 Gasoline Stations 4 0.1% -0.1% 0 0 0 0 0 0

448 Clothing and Clothing Accessories Stores 11 0.4% 0.1% 2 0 2 0 0 0

452 General Merchandise Stores 5 0.2% 0.2% 0 0 0 0 0 0

453 Miscellaneous Store Retailers 12 0.4% 0.0% 0 0 0 0 0 0
TABLE X 

1 FISCAL YEAR 2022 

INDUSTRY GROUP OF ACQUIRING PERSON 

3 DIGIT 

NAICS 

11 CODE 

INDUSTRY DESCRIPTION 4 NUMBER PERCENT 

OF TOTAL 

% POINTS 

CHANGE 

FROM FY 

12 2021 

CLEARANCE 

GRANTED TO FTC 

OR DOJ 

SECOND REQUEST 3 INVESTIGATIONS 

FTC DOJ TOTAL FTC DOJ TOTAL 

454 Nonstore Retailers 18 0.6% -0.4% 2 2 4 2 0 2

481 Air Transportation 7 0.2% 0.0% 0 4 4 0 2 2

482 Railroad Transportation 2 0.1% 0.0% 0 0 0 0 0 0

483 Water Transportation 3 0.1% 0.0% 0 1 1 0 0 0

484 Truck Transportation 11 0.4% 0.0% 0 0 0 0 0 0

485 Transit and Ground Transportation 2 0.1% 0.0% 0 0 0 0 0 0

486 Pipeline Transportation 12 0.4% 0.2% 1 0 1 0 0 0

488 Support Actitivies for Transportation 42 1.4% 0.7% 0 3 3 0 0 0

492 Couriers 1 0.0% -0.1% 0 0 0 0 0 0

493 Warehousing and Storage 3 0.1% 0.0% 0 0 0 0 0 0

511 Publishing Industries (except Internet) 132 4.4% -0.4% 6 5 11 3 1 4

512 Motion Pictures and Sound Recording Industries 13 0.4% -0.1% 0 0 0 0 0 0

515 Broadcasting (except Internet) 7 0.2% -0.1% 0 4 4 0 1 1

517 Telecommunications 22 0.7% -0.2% 0 2 2 0 1 1

518 Internet Service Providers, Web Search Portals, and Data 

Processing Services 49 1.6% -0.1% 2 4 6 0 1 1

519 Other Information Services 30 1.0% 0.1% 2 2 4 1 1 2

521 Monetary Authorities - Central Bank 1 0.0% 0.0% 0 0 0 0 0 0

522 Credit Intermediation and Related Activities 68 2.2% 0.2% 0 4 4 0 0 0

523 Securitites, Commodity Contracts, and Other Financial 

Investments and Related Activities 321 10.6% -0.6% 2 5 7 1 0 1

524 Insurance Carriers and Related Actitivities 116 3.8% 0.1% 6 6 12 2 1 3

525 Funds, Trusts, and Other Financial Vehicles 54 1.8% 0.0% 0 1 1 0 0 0
TABLE X 

1 FISCAL YEAR 2022 

INDUSTRY GROUP OF ACQUIRING PERSON 

3 DIGIT 

NAICS 

11 CODE 

INDUSTRY DESCRIPTION 4 NUMBER PERCENT 

OF TOTAL 

% POINTS 

CHANGE 

FROM FY 

12 2021 

CLEARANCE 

GRANTED TO FTC 

OR DOJ 

SECOND REQUEST 3 INVESTIGATIONS 

FTC DOJ TOTAL FTC DOJ TOTAL 

531 Real Estate 25 0.8% 0.0% 0 0 0 0 0 0

532 Rental and Leasing Services 23 0.8% 0.3% 2 0 2 0 0 0

533 Lessors of Nonfinancial Intangible Assets (except 

Copyrighted Works) 16 0.5% 0.2% 2 0 2 0 0 0

541 Professional, Scientific, and Technical Services 249 8.2% 0.5% 25 7 32 2 1 3

551 Management Companies and Enterprises 9 0.3% 0.2% 0 0 0 0 0 0

561 Administrative and Support Services 88 2.9% 0.4% 7 2 9 0 0 0

562 Waste Management and Remediation Services 19 0.6% 0.1% 0 1 1 0 0 0

611 Educational Services 14 0.5% 0.1% 2 0 2 0 0 0

621 Ambulatory Health Care Services 56 1.8% -0.1% 8 0 8 1 0 1

622 Hospitals 25 0.8% -0.2% 13 0 13 3 0 3

623 Nursing Care Facilities 4 0.1% 0.1% 1 0 1 0 0 0

624 Social Assistance 4 0.1% 0.0% 0 0 0 0 0 0

711 Performing Arts, Spector Sports, and Related Industries 8 0.3% 0.1% 0 2 2 0 1 1

713 Amusement, Gambling, and Recreation Industries 6 0.2% 0.0% 1 1 2 0 0 0

721 Accommodation 8 0.3% 0.1% 1 0 1 1 0 1

722 Food Services and Drinking Places 23 0.8% 0.2% 1 0 1 0 0 0

811 Repairs and Maintenance 15 0.5% -0.1% 0 0 0 0 0 0

812 Personal and Laundry Services 2 0.1% -0.1% 1 0 1 0 0 0

3,029 100.0% 184 107 291 25 22 47
 

TABLE XI 

1 FISCAL YEAR 2022 

INDUSTRY GROUP OF ACQUIRED ENTITIES 

3 DIGIT 

NAICS 

11 CODE INDUSTRY DESCRIPTION 

4 

NUMBER PERCENT 

OF TOTAL 

% POINTS 

CHANGE 

FROM FY 

2021 12 

CLEARANCE 

GRANTED TO FTC 

OR DOJ 

SECOND REQUEST 3 

INVESTIGATIONS 

NUMBER OF 

3 DIGIT 

INTRAINDUSTRY 

TRANSACFTC DOJ TOTAL FTC DOJ TOTAL TIONS14

000 13 Not Available 110 3.6% -0.6% 20 0 20 1 0 1 0

111 Crop Production 4 0.1% -0.1% 0 0 0 0 0 0 0

112 Animal Production 3 0.1% 0.0% 0 1 1 0 0 0 0

115 Support Activities for Agriculture and Forestry 2 0.1% 0.1% 0 0 0 0 0 0 0

211 Oil and Gas Extraction 43 1.4% 0.1% 3 0 3 1 0 1 16

212 Mining (except Oil and Gas) 9 0.3% 0.0% 1 0 1 1 0 1 1

213 Support Activities for Mining 14 0.5% 0.2% 0 2 2 0 1 1 0

221 Utilities 60 2.0% -0.1% 2 0 2 0 0 0 4

236 Construction of Buildings 8 0.3% 0.0% 0 0 0 0 0 0 0

237 Heavy and Civil Engineering Construction 26 0.9% 0.0% 0 0 0 0 0 0 2

238 Specialty Trade Contractors 42 1.4% 0.3% 0 1 1 0 0 0 2

311 Food and Kindred Products 66 2.2% 0.7% 1 5 6 0 1 1 7

312 Beverage and Tobacco Product Manufacturing 23 0.8% 0.5% 0 0 0 0 0 0 0

313 Textile Mills 2 0.1% -0.1% 0 0 0 0 0 0 0

315 Apparel Manufacturing 1 0.0% 0.0% 0 0 0 0 0 0 0

316 Leather and Allied Product Manufacturing 1 0.0% 0.0% 0 0 0 0 0 0 0

321 Wood Product Manufacturing 20 0.7% 0.4% 0 1 1 0 0 0 0

322 Paper Manufacturing 12 0.4% 0.0% 0 1 1 0 0 0 1

323 Printing and Related Support Actitivies 12 0.4% 0.1% 0 0 0 0 0 0 0

324 Petroleum and Coal Products Manufacturing 6 0.2% -0.1% 0 1 1 0 0 0 2

325 Chemical Manufacturing 118 3.9% -0.5% 25 1 26 3 1 4 19
 

TABLE XI 

1 FISCAL YEAR 2022 

INDUSTRY GROUP OF ACQUIRED ENTITIES 

3 DIGIT 

NAICS 

11 CODE INDUSTRY DESCRIPTION 

4 

NUMBER PERCENT 

OF TOTAL 

% POINTS 

CHANGE 

FROM FY 

2021 12 

CLEARANCE 

GRANTED TO FTC 

OR DOJ 

SECOND REQUEST 3 

INVESTIGATIONS 

NUMBER OF 

3 DIGIT 

INTRAINDUSTRY 

TRANSACFTC DOJ TOTAL FTC DOJ TOTAL TIONS14

326 Plastics and Rubber Manfuacturing 35 1.2% 0.2% 3 0 3 0 0 0 1

327 Nonmetallic Mineral Product Manufacturing 15 0.5% 0.0% 2 1 3 0 0 0 0

331 Primary Metal Manufacturing 13 0.4% -0.1% 0 2 2 0 1 1 4

332 Fabricated Metal Product Manufacturing 38 1.3% 0.1% 1 3 4 0 2 2 6

333 Machinery Manufacturing 43 1.4% -0.3% 1 5 6 0 1 1 4

334 Computer and Electronic Product Manufacturing 69 2.3% -0.4% 6 3 9 0 1 1 5

335 Electrical Equipment, Applicance, and Component 

Manufacturing 19 0.6% -0.1% 0 0 0 0 0 0 0

336 Transportation Equipment Manufacturing 43 1.4% 0.0% 1 3 4 0 2 2 2

337 Furniture and Related Product Manufacturing 3 0.1% -0.1% 0 0 0 0 0 0 0

339 Miscellaneous Manufacturing 37 1.2% 0.0% 7 2 9 1 0 1 3

423 Merchant Wholesalers, Durable Goods 165 5.4% -0.1% 7 5 12 1 1 2 14

424 Merchant Wholesales, Nondurable Goods 131 4.3% 1.2% 13 5 18 2 0 2 17

425 Wholesale Electric Markets and Agent and Brokers 3 0.1% -0.2% 0 0 0 0 0 0 0

441 Motor Vehicle and Parts Dealers 36 1.2% 0.3% 0 0 0 0 0 0 6

442 Furniture and Home Furnishing Stores 2 0.1% 0.0% 0 0 0 0 0 0 0

443 Miscellaneous Repair Services 2 0.1% -0.1% 0 0 0 0 0 0 1

444 Electronics and Appliance Stores 5 0.2% -0.1% 0 1 1 0 0 0 1

445 Food and Beverage Stores 9 0.3% 0.0% 1 0 1 0 0 0 1

446 Health and Personal Care Stores 7 0.2% 0.1% 0 0 0 0 0 0 0

447 Gasoline Stations 8 0.3% -0.1% 0 0 0 0 0 0 1

448 Clothing and Clothing Accessories Stores 7 0.2% 0.1% 1 0 1 0 0 0 0
 

TABLE XI 

1 FISCAL YEAR 2022 

INDUSTRY GROUP OF ACQUIRED ENTITIES 

3 DIGIT 

NAICS 

11 CODE INDUSTRY DESCRIPTION 

4 

NUMBER PERCENT 

OF TOTAL 

% POINTS 

CHANGE 

FROM FY 

2021 12 

CLEARANCE 

GRANTED TO FTC 

OR DOJ 

SECOND REQUEST 3 

INVESTIGATIONS 

NUMBER OF 

3 DIGIT 

INTRAINDUSTRY 

TRANSACFTC DOJ TOTAL FTC DOJ TOTAL TIONS14

451 Sporting Goods, Hobby, Book, and Music Stores 1 0.0% -0.1% 0 0 0 0 0 0 0

452 General Merchandise Stores 5 0.2% -0.1% 0 0 0 0 0 0 0

453 Miscellaneous Store Retailers 6 0.2% -0.4% 0 0 0 0 0 0 2

454 Nonstore Retailers 40 1.3% -0.8% 0 0 0 0 0 0 0

481 Air Transportation 21 0.7% 0.5% 0 5 5 0 2 2 1

482 Railroad Transportation 1 0.0% 0.0% 0 0 0 0 0 0 0

483 Water Transportation 5 0.2% 0.1% 0 0 0 0 0 0 0

484 Truck Transportation 12 0.4% 0.0% 0 0 0 0 0 0 0

485 Transit and Ground Transportation 7 0.2% 0.1% 0 1 1 0 0 0 0

486 Pipeline Transportation 19 0.6% 0.4% 1 0 1 0 0 0 0

488 Support Actitivies for Transportation 47 1.6% 0.5% 1 6 7 0 0 0 5

492 Couriers 3 0.1% -0.1% 0 0 0 0 0 0 0

493 Warehousing and Storage 16 0.5% 0.2% 1 0 1 0 0 0 1

511 Publishing Industries (except Internet) 266 8.8% -1.8% 6 6 12 3 2 5 11

512 Motion Pictures and Sound Recording Industries 16 0.5% 0.0% 0 1 1 0 0 0 4

515 Broadcasting (except Internet) 11 0.4% 0.0% 0 5 5 0 1 1 4

517 Telecommunications 28 0.9% -0.5% 0 6 6 0 1 1 7

518 Internet Service Providers, Web Search Portals, and Data 

Processing Services 108 3.6% 0.3% 2 4 6 1 0 1 5

519 Other Information Services 59 1.9% 0.1% 3 1 4 1 1 2 7

522 Credit Intermediation and Related Activities 69 2.3% -0.2% 0 2 2 0 0 0 10

523 Securitites, Commodity Contracts, and Other Financial 

Investments and Related Activities 104 3.4% 0.7% 2 0 2 0 0 0 64
 

TABLE XI 

1 FISCAL YEAR 2022 

INDUSTRY GROUP OF ACQUIRED ENTITIES 

3 DIGIT 

NAICS 

11 CODE INDUSTRY DESCRIPTION 

4 

NUMBER PERCENT 

OF TOTAL 

% POINTS 

CHANGE 

FROM FY 

2021 12 

CLEARANCE 

GRANTED TO FTC 

OR DOJ 

SECOND REQUEST 3 

INVESTIGATIONS 

NUMBER OF 

3 DIGIT 

INTRAINDUSTRY 

TRANSACFTC DOJ TOTAL FTC DOJ TOTAL TIONS14

524 Insurance Carriers and Related Actitivities 107 3.5% -0.2% 3 0 3 1 0 1 15

525 Funds, Trusts, and Other Financial Vehicles 10 0.3% 0.2% 0 0 0 0 0 0 17

531 Real Estate 28 0.9% 0.0% 0 0 0 0 0 0 4

532 Rental and Leasing Services 29 1.0% -0.2% 4 0 4 0 0 0 2

533 Lessors of Nonfinancial Intangible Assets (except Copyrighted 

Works) 25 0.8% 0.2% 6 0 6 0 0 0 2

541 Professional, Scientific, and Technical Services 351 11.6% -0.9% 22 20 42 1 3 4 31

551 Management Companies and Enterprises 1 0.0% 0.0% 0 0 0 0 0 0 2

561 Administrative and Support Services 101 3.3% 1.0% 4 1 5 0 0 0 25

562 Waste Management and Remediation Services 23 0.8% 0.1% 0 0 0 0 0 0 3

611 Educational Services 25 0.8% -0.1% 0 0 0 0 0 0 0

621 Ambulatory Health Care Services 87 2.9% -0.6% 17 2 19 4 0 4 9

622 Hospitals 27 0.9% 0.1% 11 0 11 3 0 3 6

623 Nursing Care Facilities 6 0.2% -0.1% 1 0 1 0 0 0 1

624 Social Assistance 6 0.2% 0.0% 0 1 1 0 0 0 0

711 Performing Arts, Spector Sports, and Related Industries 12 0.4% 0.1% 0 2 2 0 1 1 0

713 Amusement, Gambling, and Recreation Industries 15 0.5% 0.2% 2 0 2 0 0 0 0

721 Accommodation 11 0.4% 0.1% 1 0 1 1 0 1 1

722 Food Services and Drinking Places 18 0.6% -0.2% 0 1 1 0 0 0 2

811 Repairs and Maintenance 22 0.7% 0.2% 1 0 1 0 0 0 2

812 Personal and Laundry Services 7 0.2% 0.1% 1 0 1 0 0 0 1

813 Religious, Grantmaking, Civic, Professional, and Similar 

Organizations 2 0.1% 0.0% 0 0 0 0 0 0 0
 

TABLE XI 

1 FISCAL YEAR 2022 

INDUSTRY GROUP OF ACQUIRED ENTITIES 

3 DIGIT 

NAICS 

11 CODE INDUSTRY DESCRIPTION 

4 

NUMBER PERCENT 

OF TOTAL 

% POINTS 

CHANGE 

FROM FY 

2021 12 

CLEARANCE 

GRANTED TO FTC 

OR DOJ 

SECOND REQUEST 3 

INVESTIGATIONS 

NUMBER OF 

3 DIGIT 

INTRAINDUSTRY 

TRANSACFTC DOJ TOTAL FTC DOJ TOTAL TIONS14

3,029 100.0% 184 107 291 25 22 47 364
 

 

 

 

 

 

1 Fiscal year 2022 figures include transactions reported between October 1, 2021 and September 30, 2022. 

2 The size of transaction is based on the aggregate total amount of voting securities, non-corporate interests and/or assets held by the acquiring person as a result of the transaction 

and are taken from the response to Item 2(d)(iii), 2(d)(vii), and 2(d)(ix) of the Notification and Report Form. 

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

4 During fiscal year 2022, 3,152 transactions were reported under the HSR Premerger Notification program. The smaller number, 3,029, reflects the adjustments to eliminate the 

following types of transactions: (1) transactions reported under Section 7A(c)(6) and (c)(8) (transactions involving certain regulated industries and financial businesses); (2) 

transactions deemed non-reportable; (3) incomplete transactions (only one party in each transaction filed a compliant notification); and (4) transactions withdrawn before the 

waiting period began. The table does not, however, exclude competing offers or multiple HSR transactions resulting from a single business transaction (where there are multiple 

acquiring persons or acquired persons). 

5 The total number of filings under $50M submitted in Fiscal Year 2025 reflects corrective filings. 

6 In February 2001, legislation raised the size of transaction from $15 million to $50 million with annual adjustments beginning in February 2005. As of FY 2017, the threshold 

categories include non-corporate interests (NCI), encompassing transactions in which the acquiring entity acquires 50% of more of the non-corporate interests of the acquired 

entity. 

7 The category labeled “Sales Not Available” includes newly-formed acquiring persons, foreign acquiring person with no United States revenues, and acquiring persons who had 

not derived any revenues from their investments at the time of filing. 

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

9 Sales of an acquired entity are taken from responses to Item 4(a) and (b) (SEC documents and annual reports) or item 5 (dollar revenues) of the Premerger Notification and Report 

Form. 

10 This category includes acquisition of newly-formed entities from which no sales were generated, and acquisitions of assets which produced no sales revenues during the prior 

year to filing the Notification and Report Form. 

11 The 3-digit codes are part of the North American Industrial Classification System (NAICS) established by the United States Government North American Industrial 

Classification System 1997, Executive Office of the President, Office of Management and Budget. The NAICS groups used in this table were determined from responses submitted 

by the parties to Item 5 of the Premerger Notification and Report Form. 

12 This represents the deviation from the fiscal year 2021 percentage. 

13 This category includes transactions by newly-formed entities. 

14 The intra-industry transactions column identifies the number of acquisitions in which both the acquiring and acquired person derived revenues from the same 3-digit NAICS 

code.