A Practice Note to help counsel determine whether the size-of-person test is met under the Hart-Scott-Rodino (HSR) Act in a merger or formation of a corporate or non-corporate entity, including a joint venture. This Practice Note provides advice on the size-of-person thresholds, including how to determine total assets and annual net sales, and how the thresholds apply to an acquired ultimate parent entity (UPE) that is not engaged in manufacturing.