16 CFR §801.11

1. (a)The annual net sales and total assets of a person shall include all net sales and all assets held, whether foreign or domestic, except as provided in paragraphs (d) and (e) of this section.
2. (b)Except for the total assets of a corporation or unincorporated entity at the time of its formation which shall be determined pursuant to Sec. 801.40(d) or 801.50(c) the annual net sales and total assets of a person shall be as stated on the financial statements specified in paragraph (c) of this section: Provided:
   1. (1)That the annual net sales and total assets of each entity included within such person are consolidated therein. If the annual net sales and total assets of any entity included within the person are not consolidated in such statements, the annual net sales and total assets of the person filing notification shall be recomputed to include the nonduplicative annual net sales and nonduplicative total assets of each such entity; and
   2. (2)That such statements, and any restatements pursuant to paragraph (b)(1) of this section (insofar as possible), have been prepared in accordance with the accounting principles normally used by such person, and are of a date not more than 15 months prior to the date of filing of the notification required by the act, or the date of consummation of the acquisition.
3. (c)Subject to the provisions of paragraph (b) of this section:
   1. (1)The annual net sales of a person shall be as stated on the last regularly prepared annual statement of income and expense of that person; and
   2. (2)The total assets of a person shall be as stated on the last regularly prepared balance sheet of that person.
4. (d)No assets of any natural person or of any estate of a deceased natural person, other than investment assets, voting securities and other income-producing property, shall be included in determining the total assets of a person.
5. (e)Subject to the limitations of paragraph (d) of this section, the total assets of:
   1. (1)An acquiring person that does not have the regularly prepared balance sheet described in paragraph (c)(2) of this section shall be, for acquisitions of each acquired person:
      1. (i)All assets held by the acquiring person at the time of the acquisition,
      2. (ii)Less all cash that will be used by the acquiring person as consideration in an acquisition of assets from, or in an acquisition of voting securities issued by, or in an acquisition of non-corporate interests of, that acquired person (or an entity within that acquired person) and less all cash that will be used for expenses incidental to the acquisition, and less all securities of the acquired person (or an entity within that acquired person); and
   2. (2)An acquired person that does not have the regularly prepared balance sheet described in paragraph (c)(2) of this section shall be either
      1. (i)All assets held by the acquired person at the time of the acquisition, or
      2. (ii)Where applicable, its assets as determined in accordance with § 801.40(d).