1809002 Informal Interpretation

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Sheinberg, Samuel I.
From:
Sent: 	Tuesday, September 18, 2018 10:47 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Shaffer, Kristin; Sheinberg, Samuel I.;
Whitehead, Nora
Subject: 	FW: Financials and Item 5 Data (18 Months Rule)
From:
Sent: Tuesday, September 18, 2018 10:46:28 PM (UTC-05:00) Eastern Time (US & Canada)
To: Shaffer, Kristin
Cc:
Subject: RE: Financials and Item 5 Data (18 Months Rule)
Thanks, Kristin.
From: Shaffer, Kristin [mailto:kshaffer@ftc.gov]
Sent: Monday, September 17, 2018 09:58
To:
Cc:
Subject: RE: Financials and Item 5 Data (18 Months Rule)
Yes, Buyer can use FY17 revenue for Item 5, but it should submit its FY18 financials for Item 4 (please flag this in an
endnote).
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202‐326‐3434 | kshaffer@ftc.gov
From:
Sent: Thursday, September 13, 2018 4:59:18 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: Financials and Item 5 Data (18 Months Rule)
Hello HSRHelp,
Buyer issued its financial statements for its most recent fiscal year (“FY18”) some time ago. It has not yet, however,
compiled its Item 5 data for that fiscal year. It is now preparing a HSR filing. Can it use its revenue data from the
previous fiscal year (“FY17”) because that fiscal year end (and Item 5 data) is not more than 18 months old? Or does
Buyer need to compile Item 5 data for “FY18” before filing?

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I’m looking at opinion 189 in the Premerger Manual. It says “financial statements (and the NAICS Code breakdown of
that financial data) are not available” and “when the reporting person’s financial statements and NAICS data” are not
available, but doesn’t address when one of those is available (financials) but the other is not yet available (Item 5 data)
and we’re within the 18‐month period.
Thanks,