1105001 Informal Interpretation

From:

(Redacted)

Sent:

Wednesday, May 04, 2011 1:33 PM

To:

Verne, B. Michael

Subject: Filing Fee Question

Hi Mike - I have a question for you on HSRfiling fees where there are two UPEs. In our case, the acquiring entity has twoUPEs. Those UPEs share joint control of the entity that is making theacquisition as well as several other entities within the same corporatestructure. The two UPEs also each control other entities individually. I seethat Rule 803.9(c) provides that where there are two UPEs, and the Item 5information reported by each UPE is the same, only one filing fee is required.

In the filings for both UPEs, we will bereporting Item 5 data for certain jointly controlled entities. One of the UPEswill also report additional Item 5 data for two other entities that it controlsindividually. And the other UPE will not report any additional Item 5 databeyond what is reported jointly with the other UPE. I realize that the Item 5information is not exactly the same, but I was wondering if we would still onlyhave to pay one fee since the other UPE is not reporting any additional data inItem 5.