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Date
Rule
Form Instruction Item 5.
Staff
Michael Verne
Response/Comments
Do not report in base year. Report in 5(v)(ii), 5(b)(iii) & 5(c).

Question

From: (redacted)
Sent: Thursday, February 12, 2004 12:05 PM
To: Verne,B. Michael
Subject: RevenueData for Previous Entity

Dear Mike:

I wouldappreciate your advice on the following issue:

In 2000, Company A and Company B completed a merger, withCompany B as the surviving entity. Company B, the surviving entity in thatmerger, subsequently transferred the assets and liabilities of one of CompanyB's operating segments to a newly formed subsidiary, Company C, which is ourclient. A portion of the voting securities of Company C was sold through aninitial public offering. Approximately two years later, Company B spun off theremaining voting securities of, Company C to Company B's shareholders via astock dividend. As a result, Company C currently is an independent company (andfor HSRpurposes is its own ultimate parent entity).

In preparing Item 5 of theNotification and Report Form on behalf of Company C (in connection with a new,unrelated transaction), can we exclude revenue information relating to theoperating segment of Company B, the assets and liabilities of which weretransferred to Company C in 2000?

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