1902003 Informal Interpretation

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Sheinberg, Samuel I.
From: 	Sheinberg, Samuel I.
Sent: 	Tuesday, February 05, 2019 3:10 PM
To:
Cc:
Subject: 	RE: HSR Question regarding Item 5a
For item 5(a) you can report net revenues. This is revenue after adjustments such as sales, returns, or discounts.
Best regards,
Sam Sheinberg
Attorney
Premerger Notification Office
From:
Sent: Monday, February 04, 2019 3:55 PM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Carson, Timothy <tcarson@ftc.gov>;
Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead, Nora <nwhitehead@ftc.gov>
Subject: FW: HSR Question regarding Item 5a
From:
Sent: Monday, February 4, 2019 3:54:41 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: HSR Question regarding Item 5a
Good afternoon:
I have a question regarding whether to report dollar revenues by non-manufacturing industry code in the form of gross or
net revenues under Item 5a, in connection with acquisition of a hospital system (in which we represent the acquired
entity). Notably, “dollar revenues” is defined under 16 CFR 803.2(d) as:
“The term dollar revenues, as used in the Notification and Report Form, means the value of shipments for
manufacturing operations, and sales, receipts, revenues, or other appropriate dollar value measure for operations
other than manufacturing, f.o.b. the plant or establishment less returns, after discounts and allowances and
excluding freight charges and excise taxes. Dollar revenues including delivery may be supplied if delivery is an
integral part of the sales price. Dollar revenues include interplant transfers.”
This definition leads me to believe that net revenue is sought under Item 5a. This belief is bolstered by the guidance
provided in Informal Interpretation 1607005 (dated 7/14/16). The guidance provided therein, however, is in conflict with
Informal Interpretation 0906008 (6/3/2009) which states “Use gross patient revenues” in response to a question
concerning reporting revenue under Item 5(c) in connection with acquisition of a hospital system.
Thank you in advance for your guidance.

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