2307002 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSR Help
Sent: 	Monday, July 10, 2023 12:5 9 PM
To: 	Walsh, Kathryn E. ; Berg, Karen E. ; Shaffer, Krist in; She inber g, Samuel I.; Si x, Anne; Whi te head, Nora;
Fetterman, M iche ll e
Subject: 	FW: Question on Item 5 Revenue
From: Musick, Vesselina <vmus ick@ftc.gov>
s
Subject: RE: Questi on on Item 5 Revenue
Confirmed.
Kind regards.
Vesselina Musick
Attorney I Federal Trade Commission I Premerger Notification Office
Direct + 1 202 . 326 . 2307 I Email: vmusick@ftc.gov Iwww.ftc.gov
From:
Sent:
To: HSRHe l 	< HSRHel @ftc. ov>
Dear PNO,
We hope you a ll enjoyed the ho liday weekend.
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We have a revenue recogni tion question regarding Item S(a) . Our cli ent is se lling several of its fore ign ent ities that are
engaged in the leasing of movable assets, some of w hich are located in the Uni ted States and leased to U.S. customer s.
Based on your guidance, these assets are considered US assets based on where they are registered. It is our
understanding, based on recent PNO guidance, that for Item 5 purposes, revenue derived from the leasing of these
movable assets is considered revenue from a "s erv i ce " and therefore the location of where the leasing se rvices are
conducted or the revenue is booked are determ i nat ive rather than the location of the customer and movable assets. In
the present example, the ent it ies in question (including any ent ities they contro l) are not U.S . entit ies and are not
located in the U. S. The lease contracts are negot iated and signed outside the U.S . and the leasing revenue is booked
through these non-U.S. ent it ies. No leasing revenue is booked through a U.S. ent i ty and no services are offe red or
performed in the US. Per Informal Interpretat ion Letter #1403009, it is our understanding that the location of the
customer wo uld be irre levant for rep ort ing leasing revenue under Item S(a ) despi te the fact that the leased i tems are
located in the U. S. and other wi se considered U.S. assets for HSR report ing purposes. Therefore, w e believe that no
revenue from the leasing of these movable assets to U.S . customers should be reported in Item 5.
Can you please confirm that based on the fact pattern described no leasing revenue is required to be reported in Item
S(a)?
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