1003010 Informal Interpretation

March 26, 2010

Via email to mverne@ftc.gov
Michael Verne
Premerger Notification Office
H-303, Federal Trade Commission
Washington, DC 20580

Re: Omitting Base Year Revenues

Dear Mike:

The purpose of this letter is to confirmour conversation of March 23, 2010, regarding the omission from a PremergerNotification and Report Form of base year (2002) revenues of our client, whichis a public company ("Newco") that was spun off from another publiccompany ("Parent").

The facts are that Parent has been inexistence since well before 2002, the base year. Parent and Newco have a June30 fiscal year. In 2009 Parent incorporated Newco and transferred certain ofits assets and subsidiaries to Newco and then, in August 2009, Parentdistributed the stock of Newco to Parent's stockholders in a tax-free spin-off,at which time Newco, our client and an acquiring person in a proposedacquisition, became a separate public company.

Prior to the spin-off, a number ofParent's lines of business had been managed together. Some, but not all, ofthose lines of business were transferred to Newco. Some of the assets or linesof business that were transferred to Newco had been acquired by Parent in theform of entities that were in existence in the base year. However, because theybecame part of, and were co-mingled with, Parent's other lines of business andwere not tracked by entity of Origin, it would be very difficult, if notimpossible, to tease apart for 2002, by NAICS code, the revenues of the Newcolines of business that, at the time of acquisition, comprised a Parent-acquiredentity that predated the base year.

You advised that it would be permissiblefor our client to omit base year information, but to disclose in Item 5(b)(ii),Products Added or Deleted, the 10-digit NAICS Codes and 2009 revenues for allproducts of Newco as though they had all been added in 2009.

I would appreciate it if you wouldplease confirm that this letter correctly reflects your advice and that ourclient may omit Items 5(a) and 5(b)(i) so long as we provide in Item 5(b)(ii)2009 revenues by 10-digit NAICS codes for all products of Newco.