1302004 Informal Interpretation

Form Item 8
Michael Verne


This is


From: (Redacted)

Sent: Tuesday,February 12, 2013 2:51PM

To: Verne, B. Michael; Walsh, Kathryn

Subject: Item 8 -- ForeignPerson's Prior Acquisitions of Foreign Entities

Mike and Kate -

I have a questionabout Item 8 on which I've been unable to find any prior informaladvice, perhaps because it results from relatively recentchanges to the form and rules.

Item 5 is limitedto U.S. operations and sales into the U.S., and the Item 5 data is the basis for identifying overlapping NAICS codes.It is clear from Item 7 that the information called for there likewise is limited to U.S. operations and revenues.

Since Items 5 and 7 drive Item 8, it seems logical that in responding to Item 8 you shouldnot need to consider prior acquisitions by a foreign person of foreign entitiesif those entities have no U.S.revenue that is counted for Item 5 purposes (that is, they themselves have.no sales in or into theU.S.).

Prior to the 2011 changes to the form and rules,it was clear that Item 8 did not cover foreignacquisitions, as formerRule 803.2(c)(1) limitedresponses to Items 5, 7 and 8 to information "with respect to operations conducted within the United States." See Notice of ProposedRulemaking, 75

Fed. Reg. 57110 (Sept. 17, 2010). While that provision was deleted, the NOPR makesclear that the onlynon-U.S. information now required involvesforeign entities that have U.S. operations or revenues. See id. at 57111, 57117, 57121. (The only change made to Item 8 was to includenon-corporate interests, id. at 57119.)

That continuing limitation is evident from the Item 5 instructions, the PNO website's resource sheets for Items 5 and 6 and the text of Item 7.However, because it is not expressly statedin the Item 8 instructions, I wanted to confirm with you that Item 8 is limited to a foreign person'sprior acquisitions of entitieshaving U.S. revenuesreported in Item 5 (as well as being subjectto the other cut-offs in thoseInstructions).

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