0511018 Informal Interpretation

From: (redacted)

Sent: Friday,November 18, 200512:12 PM

To: Verne,B. Michael

Subject: HSR Question

Mike,

My company isconsidering a sale of several, tracts of timberland to one or more conservationgroups. Most, if not all, of the tracts have generated some revenue over thepast 36 months. The revenue is made up of four types of activities: (1) timbercut and sold to our own mills (intra-company revenues); (2) timber cut and soldto third parties (third party revenues); (3) lease revenues from leasing theland to hunting and fishing clubs (lease revenues); and (4) monies received forselling mineral rights to third parties (mineral revenues). I have severalquestions pertaining to the reportability of the proposed transactions.

First, areintra-company sales counted as a sale under HSRrules, specifically for purposes of analyzing the deals under 802.2(c)(1)?

Second, can Iexclude the lease revenues as they pertain to recreational use (see 802.2(f))?Third, do I aggregate the mineral revenues with third party revenues (and anyother required revenues) to determine if the $5 million over 36 monthsrequirement set out in 802.2(c)(1) is met?