0511003 Informal Interpretation

From: (redacted)
Sent: Monday, November 07, 2005 4:20 PM
To: Verne,B. Michael
Subject: Item 5 Question

Mike,

Do the followingactivities amount to "operations conducted within the United States" for purposes of Item 5?

Company A, aforeign issuer, sells products into the US. Beforedelivery to US customers, the products are held in warehouses in the US.

1. The US warehouses are either thirdparty owned, public facilities or customer owned (none of them are owned orleased by Company A);

2. All sales functions originate abroadand not through a US sales office; and

3. Title to the products passes in the US on receipt of payment (a foreign subsidiary of Company A holdstitle until then).