0504004 Informal Interpretation

April 8, 2005

VIA E-MAIL

B. Michael Verne
United States Federal Trade Commission
600 Pennsylvania Avenue, N.W.
Washington, DC 20580

Re: : (redacted) Sales

Dear Mr. Verne:

This is toconfirm the conversation we had on Thursday, March 31, 2005, regarding the transaction described below and as to which youinformed me would not be reportable under the Hart-Scott-Rodino Act rules.

During thecall, I described the following transaction: Company A (a U.S. company) is selling foreign assets to Company B (another U.S. company). The foreign assets (including plant and otherrelated assets), which are held directly by Company A's foreign subsidiary(Company Al), make products for sale in the foreign country and elsewhere.Company A1 sells some product made by the assets directly to customers in theforeign country and also transfers product to Company A's US marketingsubsidiary (Company A2). Company A2 then sells directly to US customers.Neither Company A1 nor Company A2 is being sold in the transaction. Thetransaction involves only the sale of the foreign plant and related assets.Sales, though indirectly made, in or into the United States in 2004 did exceed $53.1 million.

You informedme that, because the sales were indirect and because the subsidiaries are notbeing sold, there was an insufficient nexus between the assets and the United States to require an HSR filing.

I thank you for your advice on the above-described fact pattern. Please contactme promptly at (redacted) in the event that your understanding of our telephonediscussion is different from mine.