us-ftc-hsr-informal-interpretations-aeafcbd421f66932bb680c69d13d67e3•1904005 Informal Interpretation
1904005 Informal Interpretation
us-ftc-hsr-informal-interpretations-aeafcbd421f66932bb680c69d13d67e31904005 Informal InterpretationGuidance
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The focus is on where the minority‐held entity has operations, just as it would be for a controlled entity in Item
5a. Because you don’t control it, you would use the miscellaneous intermediation or portfolio management NAICS code
rather than a wholesaling code, for example.
Question
From: Berg, Karen E.
Sent: Monday, April 15, 2019 12:30:02 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: [Redacted]
Subject: RE: Quick (I hope) question regarding US natural person revenues item 5(a)
The focus is on where the minority-held entity has operations, just as it would be for a controlled entity in Item 5a. Because you don’t control it, you would use the miscellaneous intermediation or portfolio management NAICS code rather than a wholesaling code, for example.
From: [Redacted]
Sent: Monday, April 15, 2019 10:27 AM
To: Berg, Karen E. <KBERG@ftc.gov>
Cc: [Redacted]
Subject: RE: Quick (I hope) question regarding US natural person revenues item 5(a)
Many thanks Karen. Just to be sure I understand it the focus is on the location of the entity in which a person holds a minority interest. So, if a person holds a minority interest in a US company and receives a dividend payment in its X-US account that is US revenue for item 5 and if a person holds a minority interest in a X-US company and receives a dividend payment in its US account that is not US revenue for item 5, right?
From: Berg, Karen E. <KBERG@ftc.gov>
Sent: Monday, April 15, 2019 10:20 AM
To: [Redacted]
Cc: [Redacted]
Subject: RE: Quick (I hope) question regarding US natural person revenues item 5(a)
The interest/dividend income should be derived from US operations; the location of account(s) they sit in after being earned is irrelevant.
From: [Redacted]
Sent: Wednesday, April 10, 2019 10:13 AM
To: [Redacted]
Subject: Quick (I hope) question regarding US natural person revenues item 5(a)
Hi all,
Hope everyone is enjoying the Spring weather! I am retired but consulting so not gone yet and continue with questions (one of the great things about HSR is there always something more to learn)… This is sort of a weird question but we have a natural US person UPE and the question is which dividend/interest income must be included in item 5(a):
1. All revenues in UPE’s US bank accounts regardless of source?
2. All revenues from US companies regardless of location of account?
3. All revenues from X-US companies with over $90 million of US revenues/assets (tied into 802.51) regardless of whether they are paid into a US or X-US account?
Many thanks as always!
1 Sheinberg, Samuel I. From: Sent: Monday, April 15, 2019 12:30 PM To: Walsh, Kathryn E.; Biagioli, Kimberley; Carson, Timothy; Sheinberg, Samuel I.; Six, Anne; Whitehead, Nora Subject: FW: Quick (I hope) question regarding US natural person revenues item 5(a) From: Berg, Karen E. Sent: Monday, April 15, 2019 12:30:02 PM (UTC-05:00) Eastern Time (US & Canada) To: Cc: Subject: RE: Quick (I hope) question regarding US natural person revenues item 5(a) The focus is on where the minority‐held entity has operations, just as it would be for a controlled entity in Item 5a. Because you don’t control it, you would use the miscellaneous intermediation or portfolio management NAICS code rather than a wholesaling code, for example. From: Sent: Monday, April 15, 2019 10:27 AM To: Berg, Karen E. <KBERG@ftc.gov> Cc: Subject: RE: Quick (I hope) question regarding US natural person revenues item 5(a) Many thanks Karen. Just to be sure I understand it the focus is on the location of the entity in which a person holds a minority interest. So, if a person holds a minority interest in a US company and receives a dividend payment in its X‐US account that is US revenue for item 5 and if a person holds a minority interest in a X‐US company and receives a dividend payment in its US account that is not US revenue for item 5, right? From: Berg, Karen E. <KBERG@ftc.gov> Sent: Monday, April 15, 2019 10:20 AM To: Cc: Subject: RE: Quick (I hope) question regarding US natural person revenues item 5(a) The interest/dividend income should be derived from US operations; the location of account(s) they sit in after being earned is irrelevant.
2 Karen From: Sent: Friday, April 12, 2019 4:54 PM To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Biagioli, Kimberley <kbiagioli@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: Quick (I hope) question regarding US natural person revenues item 5(a) From: Sent: Wednesday, April 10, 2019 10:13 AM To: Subject: Quick (I hope) question regarding US natural person revenues item 5(a) Hi all, Hope everyone is enjoying the Spring weather! I am retired but consulting so not gone yet and continue with questions (one of the great things about HSR is there always something more to learn)… This is sort of a weird question but we have a natural US person UPE and the question is which dividend/interest income must be included in item 5(a): 1. All revenues in UPE’s US bank accounts regardless of source? 2. All revenues from US companies regardless of location of account? 3. All revenues from X‐US companies with over $90 million of US revenues/assets (tied into 802.51) regardless of whether they are paid into a US or X‐US account? Many thanks as always!
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