9010009 Informal Interpretation

(redacted)

October 26, 1990

Richard B. Smith, Esquire
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580

Dear Mr. Smith:

This is to confirm the advice you gave me earlier this week over the telephone concerning the applicability of Rule 803.2(c)(1) in the following circumstances:

Our client, Company A, is engaged in manufacturing and would be the acquiring person in the contemplated transaction. Company As plants are in the United States. Some of Company As sales are made to customers located outside the United States.

Rule 803.2(c)(1) provides:

(c)In response to items 5, 7, 8, and 9 and the appendix to the Notification and Report Form

(1)Information shall be supplied only with respect to operations conducted within the United States . . .

My question was whether revenues attributable to Company As sales of domestically-manufactured products to foreign customers must be reported in response to Item 5 and 7.

You advised me that such information is considered [i]nformation . . . with respect to operations conducted within the United States within the meaning of 803.2(c)(1). The rule is intended to assure that the responses to items 5, 7, 8 and 9 are consistent with the data reported to the U.S. Bureau of the Census. The data submitted to Census by U.S. manufacturers is based on the value of shipments, without regard to the ultimate destination of each shipment; therefore, Company As responses must include revenues attributable to foreign sales of domestically-produced product.

Please call me at your earliest convenience to confirm that you agree that this letter accurately summaries both my question to you and your advice to me.

Thank you for your assistance.

Sincerely,

(redacted)

(redacted)