FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 10/16/2024 OSCAR NO. 611970 -PAGE Page 1 of 189 * PUBLIC *

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: FOLEY

1400 16TH STREET

SUITE 200

DENVER, CO 80202

720.437.2000 TEL

720.437.2200 FAX

FOLEY.COM

FOLEY & LARDNER LLP

WRITER’S DIRECT LINE

720.437.2034

dhazel@foley.com

October 16, 2024

Via Email

April Tabor

Secretary of the Commission

U.S. Federal Trade Commission

electronicfilings@ftc.gov

atabor@ftc.gov

Re:

In the Matter of Civil Investigative Demand to

Hargrove & Associates, Inc, FTC File No. 211-0191

Dear Ms. Tabor:

On behalf of Hargrove & Associates, Inc. (“HAI”), we are submitting the following

materials in support of HAI’s Petition to Quash the Civil Investigative Demand dated September

16, 2024:



HAI’s Petition to Quash or Limit the Civil Investigative Demand;

Exhibit A, the Civil Investigative Demand to HAI;

Exhibit B, Affidavit of Todd Snell;

Exhibit B-1, HAI Bylaws;

Exhibit B-2, Master Services Agreement;

Exhibit B-3, AEM Market Share Statistics Policy & Procedure Manual;

Exhibit C, FTC Email Correspondence dated September 12, 2024;

Exhibit D, FTC Letter dated October 4, 2024;

Exhibit E, FTC Letter dated October 10, 2024;

Statement of Counsel Pursuant to 16 C.F.R. § 2.10; and

Request for Confidential Treatment.

In accordance with HAI's request for confidential treatment, we are submitting a public

version of the filing and a non-public, confidential version of the filing. The public version of

the filing includes a redacted version of the Petition to Quash and a redacted version of Exhibits

B, B-1 and B-2. Please let us know if you have any questions.

Sincerely,

/s/ Diane R. Hazel

Diane R. Hazel

Enclosures

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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

In the Matter of Civil Investigative Demand to

Hargrove & Associates, Inc.

FTC File No. 211-0191

Hargrove & Associates, Inc.’s Petition to Quash or Limit

Civil Investigative Demand

October 16, 2024

Michael J. Lockerby

Foley & Lardner LLP

3000 K Street N.W., Suite 600

Washington, D.C. 20007

P: 202.945.6079

MLockerby@foley.com

Diane R. Hazel

Foley & Lardner LLP

1400 16th Street, Suite 200

Denver, CO 80202

P: 720.437.2000

DHazel@foley.com

William C. McCaughey

Foley & Lardner LLP

90 Park Ave, 37th Floor

New York, NY 10016

P: 212.338.3425

WMccaughey@foley.com

Quynh-Nhu Truong

Foley & Lardner LLP

1000 Louisiana St., Suite 2000

Houston, Texas 77007

P: 713.276.5070

Qtruong@foley.com

Counsel for Petitioner

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INTRODUCTION

Hargrove & Associates, Inc. (“HAI”) hereby files its Petition to Quash or Limit the Civil

Investigative Demand, FTC File No. 211-0191 (“HAI’s CID”) issued by the Federal Trade

Commission (the “FTC”) and served on September 16, 2024.1 HAI is a Minnesota based data

processing and business analytics company. (Ex. B, Todd Snell Decl. ¶ 3.) HAI creates, develops,

and operates managed data and information systems for trade associations to compile and publish

key aggregated industry statistics that companies then use to plan and manage their businesses.

(Id. ¶ 5.)

The stated purpose of the FTC’s CID is “[t]o determine whether Deere & Company, or any

other person, has engaged in or is engaging in unfair, deceptive, anticompetitive, collusive,

coercive, predatory, exploitative, or exclusionary acts or practices in or affecting commerce related

to the repair of agricultural equipment in violation of Section 5 of the Federal Trade Commission

Act.” (Ex. A.)2 The CID consists of seven specifications requesting various data sets and reports

relating to agricultural equipment from January 1, 2015, to present. Notably, Specification 1 seeks

confidential information submitted to HAI from members of the Association of Equipment

Manufacturers (“AEM”) that report their sales information through HAI’s portal, and Specification

2 seeks confidential market share information that HAI provides to individual AEM members

reflecting each individual member’s respective shares. FTC staff have assured counsel that neither

HAI nor AEM is the target of the FTC investigation at issue.

HAI seeks to quash or limit the CID because it is overbroad and unduly burdensome to

HAI. The CID seeks confidential and commercially sensitive information belonging to individual

A true and correct copy of the CID is attached as Exhibit A.

The FTC’s resolution attached to the CID to HAI also makes clear that the FTC’s investigation is directed at “any

repair restrictions.”

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AEM members that submit data to HAI for aggregate reporting. HAI’s business model is built on

the trust of the manufacturers that belong to trade associations for which HAI provides services

and in the ability of HAI to secure and maintain the confidentiality of their proprietary business

information. (Ex. B, Snell Decl. ¶ 5.) Disclosing the confidential data of AEM members would

subject HAI to potential claims for breach of contract and unauthorized disclosure of trade secrets

and also threatens to undermine trust in HAI among AEM members that submit confidential

information to HAI on the condition that it not be disclosed to any third parties without the AEM

member’s consent. (Id. ¶ 15.) The production of this proprietary member data threatens not only

HAI’s reputation and customer goodwill but also its viability as a going concern. (Id.)

Accordingly, the CID should be quashed in its entirety, or at the very least, Specifications 1 and 2

should be quashed.

BACKGROUND

AEM AND HAI’S RELATIONSHIP

HAI works with trade associations such as AEM to create, develop, and operate managed

data and information systems. (Ex. B, Snell Decl. ¶ 5.) HAI has provided data processes and

analytical services to AEM and its members since 1989. (Id. ¶ 6.) HAI’s data collection and

reporting services are governed by a Master Services Agreement dated January 1, 2022, between

HAI and AEM (the “MSA”).3 (Id. ¶ 7.)4 Under the MSA, HAI hosts a portal to which AEM

members submit their proprietary sales data about the volume of their agricultural equipment sales

with the understanding that their sales data will not be shared at an individual level with anyone

else. (Id. ¶ 9.) In return, AEM members receive aggregate, anonymized reports showing total

See Exhibit B-2.

HAI and AEM previously entered into Master Services Agreements on March 1, 2016, and January 1, 2019. (Ex.

B.)

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industry sales and the portion of total sales accounted for by that particular manufacturer (i.e.,

market share calculations). The reports do not show other manufacturers’ individual sales or

market shares. (Id.) The portal on which member manufacturers submit their data is solely

controlled by HAI; AEM has no access to individual data through the portal or otherwise. (Id. ¶

10.) Each individual manufacturer, however, has access to the information that it submits to HAI

through the portal and the reports specific to it that the manufacturer receives from HAI. (Id.)

Therefore, the FTC could obtain the exact same information it seeks by serving CIDs on the

individual manufacturer(s) from which it seeks data for its investigation.

The AEM member data submitted through HAI’s portal is highly confidential and very

sensitive because manufacturers of agricultural equipment do not want their competitors to know

their sales data for various products in particular geographic areas. HAI takes AEM’s member data

and aggregates and anonymizes this industry data to provide to AEM upon request. (Id.) As part

of AEM’s services, AEM uses certain aggregated data from HAI to provide industry analyses and

public reports for all its members. (Id.)

On January 4, 2018, AEM publicly announced its acquisition of HAI. (Id. ¶ 6.) Despite the

acquisition of HAI, the two entities operate as separate and distinct entities. (Id.) HAI and AEM

do not participate in each other’s day-to-day operations; AEM does not have access to any of

HAI’s files, systems, or data; AEM and HAI have separate boards of directors; and each maintains

its own accounting and computer systems, assets, headquarters, and employees. (Id.) AEM may

not access individual member data that is submitted to HAI in the ordinary course of business. (Id.

¶ 11.) Further, HAI will make individual manufacturer data available to AEM only upon request

and written consent of the manufacturer that owns the data and for limited, specified purposes.

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(Id.) Moreover, HAI’s bylaws5 expressly prohibit HAI from sharing individual member data with

AEM, any of AEM’s agents, or third parties absent these specific purposes. (Id. ¶ 8.)6 These

safeguards were implemented to protect the disclosure of members’ confidential data to third

parties, including the government, and to protect HAI from potential misappropriation of trade

secrets and breach of contract claims by its members.

II.

HISTORY OF CONFERRALS AND CID COMPLIANCE

Initially, the FTC served a Civil Investigative Demand to AEM on August 15, 2024 (“AEM

CID”). The AEM CID requested the same information as the later served HAI CID. As required

by the FTC’s Rules of Practice for Nonadjudicative Procedures (“Rules of Practice”), 16 C.F.R. §

2.7(k), AEM first met and conferred with FTC staff regarding the AEM CID on August 29, 2024.7

During the initial meet and confer, AEM described the organizational structure of AEM and its

relationship with HAI and relayed its concerns regarding the CID to AEM. These concerns include

Specification 1, which requests “all Data Sets relating to the sale of Agricultural Equipment in the

United States, including all Data Sets relating to AEM’s reports and market share/size statistics

for Agricultural Equipment and Data Sets submitted by Agricultural Equipment manufacturers to

AEM, with all available fields,” which FTC staff confirmed was meant to include individual

manufacturer data. AEM also identified its confidentiality and non-disclosure obligations and legal

bases for its objections to producing such individual manufacturer data. In particular, AEM stated

it did not have access to sales data that its manufacturer members submit to HAI or the market

share data that HAI reports to individual members; therefore, such data was not in its possession,

custody, or control. AEM can access only certain aggregate data, but it must first request such data

See Exhibit B-1.

Id.at p. 5.

AEM also served responses and objections to the CID on August 28, 2024 ahead of the meet and confer with FTC

staff.

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from HAI. In response to the FTC’s request, AEM made an initial production of documents on

September 5, 2024, supporting its position that it did not have possession, custody, or control of

individual manufacturer data and showing its confidentiality and non-disclosure obligations

through its Master Services Agreements with HAI, AEM’s Market Share Statistics Policy &

Procedure Manual,8 and HAI’s bylaws.

On August 29, 2024, counsel for AEM and FTC staff held another meet and confer to

continue discussions related to the AEM CID. On September 12, 2024, in response to Specification

2 of AEM’s CID, AEM produced AG Tractor and Combine monthly reports that represent

preliminary monthly retail sales of Agricultural Equipment, such as 2WD and 4WD Farm Tractors,

made by AEM members that report their statistical data through HAI’s portal. Additionally, on

September 20, 2024, AEM produced quarterly agriculture Industry Conditions Survey and

Reports, which contain aggregated agricultural industry data. In response to Specification 5 of the

AEM CID, AEM produced model chart spreadsheets.9 The model charts, which are available for

purchase on the AEM website, show—with respect to each category of agricultural equipment—

the identity of the AEM members that report their sales to HAI, the product offerings of each

manufacturer, and the geographic areas in which each manufacturer reports its sales. Finally, on

October 2, 2024, AEM provided information in response to Specification 4.

The model charts AEM produced do not show total industry sales or the sales of any

particular manufacturer. AEM does not have access to individual manufacturer sales data, which

is maintained by HAI. Manufacturers that report their sales to HAI do so by submitting a

spreadsheet, known as the iSTAT import format, through the HAI portal. (Ex. B, Snell Decl. ¶ 9.)

See Exhibit B-3.

The produced spreadsheets do not reflect actual data. Furthermore, although AEM made this production, HAI does

not concede that it is authorized to produce actual individual company data to the FTC without company consent.

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In exchange, each manufacturer receives through the HAI portal a completed data format

spreadsheet comparing its sales of products in the designated geographic area with the industry

totals. (Id.) No manufacturer receives any information about the sales or market share of any of its

competitors. (Id.)

On September 12, 2024, the FTC confirmed in an email to AEM’s counsel that AEM need

only produce documents within AEM’s possession, custody, and control, and it did not intend to

seek duplicative data from HAI and AEM.10 On September 16, 2024, the FTC served an almost

identical CID to HAI as the AEM CID. HAI served the FTC with responses and objections to the

CID on September 20, 2024. To show the type of data that a manufacturer submits and receives

through the HAI portal, HAI prepared and produced to the FTC a sample data format spreadsheet.11

The sample data format spreadsheet did not contain any actual sales data or market shares but did

show the data columns used for industry and market share reporting on HAI’s portal. Participating

companies cannot access other companies’ individual data, only their own data and industry totals

for their respective products. Every AEM member reporting its sales to HAI could retrieve and

produce its own data format spreadsheet if served with a CID from the FTC.

Pursuant to the FTC’s Rules of Practice, counsel for HAI12 and the FTC held a meet and

confer on September 23, 2024, to discuss the HAI CID. Consistent with the discussion during the

prior AEM meet and confer sessions, HAI identified its confidentiality and non-disclosure

contractual obligations and discussed the legal basis for its objections to the CID. At the FTC’s

request, HAI provided FTC staff with a letter outlining the legal and factual bases for objecting to

A true and correct copy of the FTC’s Correspondence is attached as Exhibit C.

AEM produced documents and information responsive to Specifications 2, 3, 4, and 5. Both AEM and HAI

objected to Specifications 6 and 7 in their respective Responses and Objections to all Specifications, though HAI’s

production of the data format spreadsheet is responsive to Specification 7. Specifications 1 and 2 appear to be the

remaining specifications in dispute between the FTC and HAI unless the FTC intends to pursue information

responsive to Specification 6 and additional information responsive to Specification 7.

AEM and HAI are represented by the same counsel for this matter.

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the FTC’s request for individual manufacturers’ Company Data. HAI and the FTC held additional

meet and confers relating to HAI’s CID on October 1, 2024, October 3, 2024, October 4, 2024,

October 9, 2024, and October 15, 2024. After the meet and confer on October 4, 2024, the FTC

granted deadline extensions for compliance to October 21, 2024, and the Petition to Quash to

October 10, 2024.13 On October 10, the FTC granted another deadline extension for the Petition

to Quash to October 16, 2024.14 So far, the FTC has refused to limit the scope of Specifications 1

and 2 of the HAI CID despite HAI’s repeated requests. HAI has serious concerns about the

detrimental effects the overbroad and unduly burdensome CID would have on its business and

ability to continue operating. For these and the foregoing reasons, HAI files this Petition to Quash

or Limit the Civil Investigative Demand.

ARGUMENT

III.

LEGAL STANDARD

Although the FTC may have broad authority in its investigations, that authority is not

limitless. F.T.C. v. Ken Roberts Co., 276 F.3d 583, 586 (D.C. Cir. 2001). The information sought

by a CID must also be reasonably relevant. Id. “The relevance of an F.T.C. subpoena request is

measured against the purpose and scope of its investigation” to which the agency is authorized to

conduct. F.T.C. v. Turner, 609 F.2d 743, 745-46 (5th Cir. 1980). Although Congress has provided

the FTC with authority to conduct reasonable investigations using CIDs, CIDs are not meant to

provide agencies with unlimited power, and federal courts must safeguard against abusive CIDs.

See SEC v. Arthur Young & Co., 584 F.2d 1018, 1024 (D.C. Cir. 1978).

Even if the information requested by a CID is relevant, the FTC exceeds its investigatory

power where it seeks information that is “unduly burdensome or unreasonably broad.” F.T.C. v.

See Exhibit D, FTC letter dated October 4, 2024.

See Exhibit E, FTC letter dated October 10, 2024.

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Invention Submission Corp., 965 F.2d 1086, 1089 (D.C. Cir. 1993); see F.T.C. v. Texaco, Inc., 555

F.2d 862, 882 (D.C. Cir. 1977). Although some burden on subpoenaed parties is to be expected,

subpoenaed parties have the right to show any serious hindrance to their business by adherence to

the subpoena’s provisions. Texaco, 555 F.2d at 882; see also Walsh v. Alight Sols. LLC, 44 F.4th

716, 726 (7th Cir. 2022) (“Agencies should not read this result as granting leave to issue

administrative subpoenas that are overly cumbersome or that seek information not reasonably

relevant to the investigation at hand.”). An administrative subpoena may be deemed unduly

burdensome if “compliance threaten[s] to unduly disrupt or seriously hinder normal operations.”

Dow Chemical Co. v. Allen, 672 F.2d 1262, 1274 (7th Cir. 1982) (citing F.T.C. v. Texaco, Inc.,

555 F.2d 862, 882 (D.C. Cir. 1977)) (upholding a finding that a subpoena was unduly burdensome

after balancing the burdens and benefits of compliance with the subpoena). A court may impose

reasonable conditions and restrictions on the subpoena’s scope if it finds the subpoena is unduly

burdensome. Texaco, 555 F.2d at 882.

IV.

THE FTC’S CID IS UNDULY BURDENSOME BECAUSE IT SERIOUSLY

THREATENS HAI’S BUSINESS REPUTATION AND OPERATIONS

The CID to HAI is unduly burdensome because complying with the CID would seriously

threaten HAI’s business. Specification 1 seeks confidential AEM member data submitted to HAI

through HAI’s portal. Specification 2 seeks reports, including market share/size statistics reports

that HAI provides to individual members reflecting their respective market shares. Production of

this requested information would likely result in (1) legal exposure for HAI of potential

misappropriation of trade secrets and breach of contract claims; (2) potential loss of business

from existing or future trade associations; and (3) duplicative production of documents the FTC

already has in its possession (with respect to Specification 2) or can easily obtain through CIDs

to individual manufacturers, including any target(s) of its investigation.

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Compliance with the CID Could Potentially Cause HAI to

Breach Its Contracts and Governance Documents

HAI's disclosm e of individual AEM member data may cause HAI to breach its contrnctual

obligations to AEM and its members. Section 3.3 of the MSA, dated Janua1y 1, 2022, provides:

Fmther, Section 8 of the MSA limits HAI's use of confidential data, including AEM

member data submitted to HAI, without notice and consent. Section 8 states:

HAI's Bylaws similarly restrict HAI's disclosme of confidential infmm ation. The Bylaws

reflect HAI's understanding of its obligations to AEM members with respect to their data. Section

2.9 ofHAI's Bylaws states:

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Finally, AEM’s Market Share Statistics Policy & Procedure Manual is publicly available

on AEM’s website and helps inform and set an expectation of privacy and confidentiality among

AEM members. AEM members expect their data to be protected and handled in accordance with

its procedures. Section II-E.4 of the Manual states:

See Exhibit B-1 at p. 5.

In preparing information in response to the CID, AEM learned that an addition to the Market Share Statistics

Policy & Procedure Manual clarifying the requirement of consent was inadvertently not incorporated in 2016. HAI

produced to the FTC information reflecting the correction to the Market Share Statistics Policy & Procedure Manual

on October 15, 2024, and intends to produce the revised version once corrected.

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The foregoing docmnents specify the very limited circumstances when and how disclosme

of individual member data to AEM may occm and the specific steps that would need to be taken.

Based on the provisions quoted above, consent is a prerequisite for HAI to disclose member data

to any third party, including the government.

Notwithstanding the specific provisions of the MSA prohibiting the disclosure of

"Company Data," FTC staff claims that HAI only needs to notify member companies to disclose

the data. In support of this position, FTC staff cite

First, this provision does not apply because AEM and HAI have

not exchanged any "Company Data." Second, this general provision could not-under basic

principles of contract interpretation- negate the more specific prohibitions contained in other

sections of the MSA,

. See

Stanley v. George Washington Univ., 394 F. Supp. 3d 97, 110 (D.D.C. 2019); Ohio Power Co. v.

FERC, 744 F.2d 162, 168 n. 7 (D.C.Cir.1984) ("where both the specific and general provisions

may be given reasonable effect, both are retained. ").

21 See Exhibit B-3 at p. 28 and p. 47-48.

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HAI to seek and obtain consent from each individual member before producing confidential

Company Data to the FTC to avoid any potential claim that HAI is in breach of its obligations and

operating and governance documents.

AEM members own and provide commercially sensitive data to HAI. In turn, members

expect HAI to fully follow its Bylaws and the AEM Policy & Procedure Manual to protect their

confidential data from undue disclosure, even to government entities. Noncompliance could

potentially cause members to assert claims for misappropriation of trade secrets and breach of

contract as third party beneficiaries against HAI. See Talton v. Behncke, 199 F.2d 471,473 (7th

Cir. 1952) (“Whether such association acts properly is to be determined by the authority granted,

not by virtue of any statute but by virtue of the Constitution and By-Laws under which it exists

and by which the propriety of all its actions is measured.”); Meshel v. Ohev Sholom Talmud Torah,

869 A.2d 343, 361 (D.C. 2005) (“It is well established that the formal bylaws of an organization

are to be construed as a contractual agreement between the organization and its members.”); see

also Welsh v. McNeil, 162 A.3d 135, 158 (D.C. 2017) (holding just as parties to a contract may

provide for enforcement by an intended third-party beneficiary, the bylaws of an organization may

also provide for enforcement by individual members).

The CID Threatens HAI With Potential Loss of Business and Goodwill

FTC staff confirmed that Specification 1 seeks information about 85 product categories

from over 500 agricultural equipment manufacturers. To comply with its confidentiality and nondisclosure obligations, HAI would need to give notice and seek and obtain consent from every

agricultural equipment manufacturer member that submits data to its portal for all 85 product

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categories. (Ex. B, Snell Decl. ¶ 14.) Providing notice and seeking consent to potentially over 500

agricultural manufacturers would be unduly burdensome on HAI’s staff and disruptive to HAI’s

day-to-day operations. (Id.)

If HAI were to disclose individual AEM member data without the requisite consent, it

would suffer irreparable harm to its trade association customers and their members (Id. ¶ 15.) AEM

members would be discouraged from submitting data to HAI in fear their highly confidential and

sensitive information could be disclosed without their consent to third parties. Without the member

data, HAI would not be able to provide accurate and meaningful aggregated data to AEM, which

AEM uses in its reports and industry analyses. Moreover, requiring HAI to produce individual

manufacturer data would have detrimental consequences for HAI’s ability to provide similar

services on behalf of other trade associations for which it currently provides services or in the

future would seek to provide similar services. (Id.) Complying with the CID would therefore

unduly burden all of HAI’s business relationships, not just its relationship with AEM.

The CID Is Duplicative Because It Seeks Documents and

Information to Which the FTC Already Has Access

HAI’s CID is unduly burdensome because the FTC requests information that the target of

this investigation and others can produce to the FTC if they have not already. The FTC has served

CIDs on the target and on the plaintiffs’ class action lawyers pursuing right to repair claims in

federal court. Market share data produced by the target or any other manufacturer would show—

in addition to the manufacturer’s market share—the total industry sales for the type of product in

question. There is no legitimate reason to have HAI produce data that the FTC can obtain or already

has obtained through the target of its investigation.

The FTC may not use its subpoena powers to go on fishing expeditions. FTC v. Am.

Tobacco Co., 264 U.S. 298, 306 (1924). It is a burden to compel third parties to produce duplicative

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information that is available from other sources, particularly when the target of the investigation

has already produced or can produce such information. See FTC v. Carter, 464 F. Supp. 633, 641

(D.C. Cir. 1979); Ameritox, Ltd. v. Millennium Labs., Inc., 2012 WL 6568226 (N.D. Ill. Dec. 14,

2012) (granting a motion to quash a subpoena because it was unduly burdensome for a third party

to produce documents that a party to the litigation had already produced).

Complying with the CID would be overly burdensome and unreasonable because the FTC

already possesses or can easily obtain most, if not all, of the information requested of HAI from

the target of its investigation. See Ameritox, Ltd. v. Millennium Labs., Inc., No. 12-cv-7493, 2012

WL 6568226, at *3 (N.D. Ill. Dec. 14, 2012) (granting a third party’s motion to quash because

many of the requests were duplicative and cumulative of discovery requests issued to a party in

the litigation). AEM has already produced information responsive to Specification 2, and the FTC

can or will obtain market share information from individual manufacturers, including the actual

target of this investigation. Accordingly, HAI’s CID is unduly burdensome because it requests

duplicative information to which the FTC already has access.

CONCLUSION

Hargrove & Associates, Inc. respectfully requests that its Petition to Quash be granted in

its entirety because AEM already produced documents responsive to Specifications 2, 3, 4, and 5

of the CID that does not cause an undue burden on HAI, or in the alternative that the HAI CID be

limited to remove Specifications 1 and 2.

Dated: October 16, 2024

Respectfully submitted,

HARGROVE & ASSOCIATES, INC.

By: /s/ Michael J. Lockerby

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Michael J. Lockerby

FOLEY & LARDNER LLP

3000 K Street, N.W., Suite 600

Washington, D.C. 20007

P: 202.945.6079

MLockerby@foley.com

Diane Hazel

FOLEY & LARDNER LLP

1400 16th Street, Suite 200

Denver, CO 80202

P: 720.437.2000

DHazel@foley.com

William C. McCaughey

FOLEY & LARDNER LLP

90 Park Ave, 37th Floor

New York, NY 10016

P: 212.338.3425

WMccaughey@foley.com

Quynh-Nhu Truong

FOLEY & LARDNER LLP

1000 Louisiana St., Suite 2000

Houston, Texas 77007

P: 713.276.5070

Qtruong@foley.com

Counsel for Petitioner

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CERTIFICATE OF SERVICE

I certify that, on October 16, 2024, an electronic copy of the foregoing and exhibits

thereto were served via electronic mail upon the following:

Office of the Secretary

Federal Trade Commission

600 Pennsylvania Avenue, NW

Suite CC-5610

Washington, D.C. 20580

electronicfilings@ftc.gov

atabor@ftc.gov

Ethan Stevenson

Melissa Westman-Cherry

Joseph Conrad

Federal Trade Commission

600 Pennsylvania Avenue, N.W.

Washington, D.C. 20580

estevenson1@ftc.gov

mwestman@ftc.gov

jconrad2@ftc.gov

Dated: October 16, 2024

Respectfully submitted,

HARGROVE & ASSOCIATES, INC.

By: /s/ Diane R. Hazel

Diane Hazel

FOLEY & LARDNER LLP

1400 16th Street, Suite 200

Denver, CO 80202

P: 720.437.2000

DHazel@foley.com

Counsel for Petitioner

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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

In the Matter of Civil Investigative Demand to

Hargrove & Associates, Inc.

FTC File No. 211-0191

REQUEST FOR CONFIDENTIAL TREATMENT

Hargrove & Associates, Inc. (“HAI”) requests that the following be afforded confidential

treatment pursuant to 16 C.F.R. § 4.2(d) as they contain information that is secret and material to

HAI’s business and the disclosure of such information would result in serious competitive injury:

(1) sections of the Affidavit of Todd Snell, attached as Exhibit B; (2) Master Services Agreement

between HAI and the Association of Equipment Manufacturers (“MSA”), attached as Exhibit B-2;

(3) HAI's Bylaws, attached as Exhibit B-1; and (4) provisions of the MSA and HAI’s Bylaws

within the Petition to Quash.1 See General Foods Corp., 95 F.T.C. 352, 355 (1980) (noting serious

competitive injury can be shown by establishing the documents are secret and material to a

business and then balancing that factor against the importance of the information in explaining

the rationale of Commission decisions).

The aforementioned documents contain competitively sensitive information about HAI’s

business operations, its confidential contractual arrangements with AEM, its practices and trade

secrets and other confidential proprietary information. Such information and documents are not

available to the public in the ordinary course of business. This is the type of “confidential

business information” that the commission routinely affords confidential treatment to protect

HAI is simultaneously submitting both a public and non-public version of its Petition to Quash. The non-public

version contains redactions for the sections of the Petition to Quash that HAI has requested confidential treatment.

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from “unnecessary airing.” See, e.g., In re H.P. Hood & Sons, Inc., 58 F.T.C. 1184, 1188 (1961)

(“[T]he confidential records of businesses involved in Commission proceedings should be

protected insofar as possible.”). Confidential treatment is particularly important where, as here,

the information concerns a third party in an investigation. See In re Kaiser Aluminum & Chern.

Corp., 103 F.T.C. 500, 500 (1984) (explaining that a non-party’s confidential information

deserves “special solicitude”).

If this information is made public, HAI, its current trade association customers, and

members of those trade associations would suffer irreparable harm. Disclosure of this

information would reveal proprietary information about HAI’s practices, operations, and

contracts that it maintains as confidential and private in the ordinary course to protect its trade

secrets and competitive position.

Therefore, the MSA, HAI’s Bylaws, and provisions of the MSA and HAI's Bylaws within

the Petition to Quash and Affidavit of Todd Snell should be afforded confidential treatment

to prevent the disclosure of competitively sensitive information of HAI, a third party not the

target of the FTC investigation. If the Commission determines to disclose some or all of the

confidential information, please notify the counsel named below.

Dated: October 16, 2024

Respectfully submitted,

/s/ Diane R. Hazel

Diane R. Hazel

FOLEY & LARDNER LLP

1400 16th Street, Suite 200

Denver, CO 80202

P: 720.437.2000

DHazel@foley.com

Counsel for Hargrove & Associates, Inc.

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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

In the Matter of Civil Investigative Demand to

Hargrove & Associates, Inc.

FTC File No. 211-0191

STATEMENT OF COUNSEL PURSUANT TO 16 C.F.R. § 2.10

I, Diane R. Hazel, state as follows:

I am a partner at Foley & Lardner LLP and one of the attorneys representing

third-party, Hargrove & Associates, Inc (“HAI”).

I make this statement upon personal knowledge.

Prior to filing the accompanying Petition to Quash, I and my colleagues, Michael

J. Lockerby, William McCaughey, and Quinny Truong, conferred with Commission staff

pursuant to 16 C.F.R. § 2.7(k) in a good faith effort to resolve by agreement the issues raised by

the Civil Investigative Demand (“CID”) to HAI, but we have been unable to reach an agreement

as to those issues.

As required by FTC Rule of Practice 2.10(a)(2), the following are the dates,

times, and place of each conference between counsel, and the names of all parties participating in

each such conference. These conferences are described in further detail in the Petition to Quash.

At 10:30 a.m. EST on September 23, 2024, after serving Responses and

Objections to the CID on September 20, 2024, counsel for HAI, Michael J.

Lockerby, Diane Hazel, William McCaughey, and Quinny Truong participated in

a Microsoft Teams conference with FTC staff, Ethan Stevenson, Melissa

Westman-Cherry, Joseph Conrad, and Xiaowei Yu.

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At 3:00 p.m. EST on October 1, 2024, counsel for HAI, Michael J.

Lockerby, Diane Hazel, William McCaughey, and Quinny Truong participated in

a Microsoft Teams conference with FTC staff, Ethan Stevenson, Melissa

Westman-Cherry, and Xiaowei Yu.

At 4:22 p.m. EST on October 2, 2024, counsel for HAI, Diane Hazel, held

a telephone conference with FTC staff attorney, Ethan Stevenson.

At 11:00 a.m. EST on October 3, 2024, counsel for HAI, Michael J.

Lockerby, Diane Hazel, William McCaughey, and Quinny Truong participated in

a Microsoft Teams conference with FTC staff, Ethan Stevenson, Melissa

Westman-Cherry, Joseph Conrad, and Xiaowei Yu.

At 3:00 p.m. EST on October 4, 2024, counsel for HAI, Michael J.

Lockerby, Diane Hazel, William McCaughey, and Quinny Truong participated in

a Microsoft Teams conference with FTC staff, Ethan Stevenson, Melissa

Westman-Cherry, Joseph Conrad, Xiaowei Yu, and Chamaree Shelton. Following

the conference, on October 4, 2024, FTC staff, Ethan Stevenson, with Melissa

Westman-Cherry and Joseph Conrad in copy, sent correspondence extending the

deadline to October 10, 2024 for compliance with the CID and deadline for

Petition to Quash to counsel for HAI, Michael J. Lockerby, Diane Hazel, William

McCaughey, and Quinny Truong.

At 4:00 p.m. EST on October 9, 2024, counsel for HAI, Michael J.

Lockerby, Diane Hazel, and William McCaughey participated in a Microsoft

Teams conference with FTC staff, Ethan Stevenson, Melissa Westman-Cherry,

Xiaowei Yu, and Chamaree Shelton. Following the conference, on October 10,

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2024, FTC Staff, Ethan Stevenson, with Melissa Westman-Cherry and Joseph

Conrad in copy, sent correspondence extending the deadline to October 21, 2024

for compliance with the CID and deadline to October 16, 2024 for the Petition to

Quash, to counsel for HAI, Michael J. Lockerby, Diane Hazel, William

McCaughey, and Quinny Truong.

At 2:30 p.m. EST on October 15, 2024, counsel for HAI, Diane Hazel,

William McCaughey, and Quinny Truong participated in a Microsoft Teams

conference with FTC staff, Ethan Stevenson, Melissa Westman-Cherry, Joseph

Conrad, Xiaowei Yu, and Chamaree Shelton.

Pursuant to FTC email correspondence on September 12, 2024, FTC staff Ethan

Stevenson stated that FTC did not intend to seek duplicative data from HAI and AEM, to which

the FTC had served an earlier, almost identical CID. Below is a status of the productions made

by AEM and HAI for each specification:

a. Specifications 3, 4, 5: AEM produced responsive information.

b. Specification 2: AEM produced responsive information; FTC seeks further

information from HAI to which HAI objects.

c. Specification 6: HAI objected to Specification 6 in its Responses and Objections

to all Specifications, and the FTC has not pursued information responsive to

Specification 6 at this time.

d. Specification 7: HAI produced information responsive to Specification 7.

Based on these productions, HAI counsel considers compliance with

Specifications 3, 4, 5, 6, and 7 of the HAI CID resolved. At this time,

Specifications 1 and 2 of the HAI CID appear to be the remaining unresolved

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issues unless the FTC intends to pursue information responsive to Specification 6

and additional information responsive to Specification 7.

Dated: October 16, 2024

Respectfully submitted,

Hargrove & Associates, Inc.

By: /s/ Diane R. Hazel

Diane Hazel

Foley & Lardner LLP

1400 16th Street, Suite 200

Denver, Colorado 80202

P: 720.437.2000

DHazel@foley.com

Counsel for Hargrove & Associates, Inc.

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EXHIBIT A

FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 10/16/2024 OSCAR NO. 611970 -PAGE Page 26 of 189 * PUBLIC *

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United States of America

Federal T rade Commission

Civil Investigative Demand

1. TO

1a. MATTER NUMBER

Hargrove & Associates, Inc.

c/o Diane Hazel, Foley & L a rdner LLP

FTC File No. 211-0191

1400 16th St., Suite 200

Denver, CO 80202

This demand is issued pursuant to Section 20 of the Federal Trade Commission Act, 15 U.S.C. § 57b-1, in the course

of an investigation to determine whether there is, has been, or may be a violation of any laws administered by the

Federal Trade Commission by conduct, activities or proposed action as described in Item 3.

2. ACTION REQUIRED

D You are required to appear and testify.

LOCATION OF HEARING

YOUR APPEARANCE WILL BE BEFORE

No appearance required

DATE AND TIME OF HEARING OR DEPOSITION

r.;i You are required to produce all documents described in the attached schedule that are in your possession, custody, or control, and to make them

~ available at your address indicated above for inspection and copying or reproduction at the date and t i me specified below.

r.;i You are required to answer the interrogatories or provide the written report described on the attached schedule. Answer each interrogatory or report

~ separately and fully in writing. Submit your answers or report to the Records Custodian named in Item 4 on or before the date specifi~d below.

□ You are required to produce the tangi ble th ings described on the attached schedule.

Produce such things to t he Records Custodian ,amed in Item 4

on or before t1e date specified below.

DATE AND TIM-:: THE DOCUMENTS, ANSWERS TO INTERROGATORIES, REPORTS, AND/OR TANGIBLE THINGS MUST BE AVAILABLE

October 2, 2024, at 5:00pm ET

3. SUBJECT OF INVESTIGATION

See attached.

4. RECORDS CUSTODIAN/DEPUTY RECORDS CUSTODIAN

5. COMMISSION COUNSEL

Geoffrey M. Green, Assistant Director

Joseph R. Baker, Deputy Assistant Director

Melissa Westman-Cherry

Federal Trade Commission

600 Pennsylvania Avenue NW

Washington, DC 20580

(202) 326-2338 I mwestman@ftc.gov

DATE ISSUED

COMMISSIONER'S SIGNATURE

~~~

09/16/24

INSTRUCTIONS AND NOTICES

YOUR RIGHTS TO REGULATORY ENFORCEMENT FAIRNESS

The delivery of this demand to you by any method prescribed by the Commission's

Rules of Practice is legal service and may subject you to a penalty imposed by law for

failure to comply. The p-oduction of documents or the submission of answers and report

in response to this demand must be made under a sworn certificate, in the form printed

on lhe :,econd page of !his demand, by the per~on to whom this demand is directed or, if

not a natural person, b\ a person or persons having knowledge of the facts and

circumstances of such production or responsible for answering each interrogatory o

report question. This demand does not require approval by 0MB under the Paperwork

Reduction Act of 1980.

The FTC has a longstanding comm~ment to a fair regulatory enforcement environment.

If you are a small business (under Small Business Administration standards), you have

a right to contact the Small Business Administration's National Ombudsman at 1-888REGFAIR (Hl86-734-3247) or www.sba.gov/ombudsman regarding the fairness of lhe

compliance and enforcement activities of the agency. You shou~ understand, however,

that the National Ombudsman cannot change, stop. or delay a federal agency

enforcement action.

The FTC strictly forbids retaliatory acts by its employees. and you will not be penalized

for expressing a concern about these aclivites.

PETITION TO LIMIT OR QUASH

TRAVEL EXPENSES

The Commssion's Rules of Practice require that any petition to limtt or quash this

demand be filed within 20 days after service, or, if the return date is less than 20 days

after service, prior to the return date. The onginal and twelve copies of the petition must

be filed with the Secretary of the Federal Trade Ccmmission, and one copy should be

sont to the Commission Counsel named in Item 5.

Use the endosed travel voucher to claim compensation to which you are entitled as a

witness for the Commission. The completed travel voucher and this demand should be

presented to Comrrission Counsel for payment. If you are penmnently or temporarily

living somewhere other than the address on this demand and it Nould require excessive

travel for you to appear, you must got prior approval from Commission Counsel.

A copy of the Commission's Rules of Practice is available online at bllJ2;/lllit.ly

FTCSBulesofPractice- Paper copies are available upon request

FTC Form 144 1rev 01/2024)

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CIVIL INVESTIGATIVE DEMAND ISSUED TO

HARGROVE & ASSOCIATES, INC.

File No. 211-0191

Unless modified by agreement with the staff of the Federal Trade Commission (the

"Commission" or the "FTC"), each Specification of this Civil Investigative Demand requires a

complete search of the Company as defined in the Definitions, which appear after the following

Specifications. Pursuant to the Commission's Rules of Practice, 16 C.F.R. § 2.7(k), a Company

representative must confer with the Commission representative identified in the final instruction

of this Civil Investigative Demand within fourteen days after receipt of this Civil Investigative

Demand or before the deadline for filing a petition to quash, whichever is first. If the Company

believes that the required search or any other part of this Civil Investigative Demand can be

narrowed in any way that is consistent with the Commission's need for information, it is

encouraged to discuss such possible modifications with the Commission representative. All

modifications to this Civil Investigative Demand must be agreed to in writing pursuant to the

Commission's Rules of Practice, 16 C.F.R. § 2.7(/).

SUBJECT OF THE INVESTIGATION

To determine whether Deere & Company, or any other person, has engaged in or is

engaging in unfair, deceptive, anticompetitive, collusive, coercive, predatory, exploitative, or

exclusionary acts or practices in or affecting commerce related to the repair of agricultural

equipment in violation of Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45, as

amended, or any other statutes or rules enforced by the Commission, and to determine the

appropriate action or remedy. See also the attached resolution.

SPECIFICATIONS

l. Submit all Data Sets relating to the sale of Agricultural Equipment in the United States,

including all Data Sets relating to AEM's or HAi's reports and market share/size

statistics for Agricultural Equipment and Data Sets submitted by Agricultural Equipment

manufacturers to HAI, with all available fields.

2. Submit all reports, including United States Ag Tractor and Combine reports and market

share/size statistics, issued, created, or distributed by HAI relating to the sale of

Agricultural Equipment in the United States.

3. Submit all documents sent by HAI to Agricultural Equipment manufacturers relating to

the submission of data to HAI, including any manuals, instructions, or specifications

relating to data submissions.

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4. Provide a list of Agricultural Equipment manufacturers that sell Agricultural Equipment

in the United States but do not participate in HAI's reporting programs in the United

States.

5. Submit documents sufficient to show the relationship between each Agricultural

Equipment manufacturer' s product name/number and AEM or HAI's product

categorization (e.g., 2WD farm tractors < 40 HP).

6. Submit a Data Map reflecting the relationship among all Data Sets, reports, and market

share/size statistics responsive to any other Specification of this Civil Investigative

Demand.

7. For each Data Set provided in response to any Specification in this Civil Investigative

Demand, provide a data dictionary that includes:

a. a list of field names and a definition for each field contained in the Data Set;

b. the meaning of each code that appears as a field value in the Data Set; and

c. the primary key in the Data Set or table that defines a unique observation.

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DEFINITIONS

For the purposes of this Civil Investigative Demand, including the instructions, the fo llowing

definitions apply:

"AEM" means the Association of Equipment Manufacturers.

"Agricultural Equipment" means equipment that has a primary purpose for use in the

production of agricultural products, including: large, medium, and utility tractors,

regardless of whether two-wheel drive or four-wheel drive; tractor loaders; combines,

cotton pickers, cotton strippers, and sugarcane harvesters; harvesting front-end

equipment; sugarcane loaders and pull-behind scrapers; tillage, seeding and application

equipment, including sprayers, nutrient management and soil preparation machinery; and

hay and forage equipment, including self-propelled forage harvesters and attachments,

balers, and mowers.

The terms "and," as well as "or" shall be construed both conjunctively and disjunctively,

as necessary, in order to bring within the scope of any specification all information that

otherwise might be construed to be outside the scope of the specification.

The term "any" shall be construed to include "all," and "all" shall be construed to include

"any."

"Company," "HAI," or "you" means Hargrove & Associates, Inc. and its directors,

officers, trustees, employees, attorneys, agents, consultants, representatives, parents,

predecessors, divisions, subsidiaries, affiliates, partnerships, and joint ventures, including

AEM, and the directors, officers, trustees, employees, attorneys, agents, consultants, and

representatives of its parents, predecessors, divisions, subsidiaries, affiliates, partnerships,

and joint ventures.

"Data Map" means an organized list, schematic, diagram, or other representation

sufficient to show where and how the Company stores all physical and electronic

information in its possession, custody, or control, including information systems (e.g.,

email messages, voice-mail messages, communications logs, enterprise content

management, instant messaging, database applications), locations where information is

stored, including servers and backup systems (e.g., physical Company facility, third-party

vendor location, cloud), and the physical and logical network topology of the Company's

computer systems.

"Data Set" means all or a subset of data held by, or accessible to, the Company in the

normal course of business.

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"Documents" means all written, recorded, transcribed, or graphic matter of every type

and description, however and by whomever prepared, produced, reproduced,

disseminated, or made, including communications, analyses, letters, memoranda, reports,

contracts, books, accounts, statements, studies, surveys, pamphlets, notes, charts, maps,

plats, tabulations, graphs, tapes, data sheets, data processing cards, printouts, net sites,

microfilm, indices, calendar or diary entries, manuals, guides, outlines, abstracts,

histories, agendas, minutes or records of meetings, conferences, electronic mail, text

messages, instant messages via chat programs (such as Slack, Cisco Jabber, Microsoft

Teams, Google Hangouts Chat, or Cisco WebEx Teams) or mobile applications (such as

WbatsApp, iMessage, Signal, Telegram, or Zoom), voice messages, recordings of

meetings, telephone calls, or other conversations or communications, as well as films,

tapes, or slides, and all other data compilations in the possession, custody, or control of

the Company, or to which the Company has access.

The term "document" includes the complete original document (or a copy thereof if the

original is not available), all drafts (whether or not they resulted in a final document), and

all copies that differ in any respect from the original, including any notation, underlining,

marking, or information not on the original.

The term "other data compilations" includes information stored in, or accessible through,

computer or other information retrieval systems, together with instructions and all other

material necessary to use or interpret such data compilations as set out in Instruction 2.

If the name of the person or persons who prepared, reviewed, or received the document

and the date of preparation, review, or receipt are not clear on the face of any document,

such information should be provided separately.

Unless otherwise specified, the term "document" excludes bills of lading, invoices,

purchase orders, customs declarations, and other similar documents of a purely

transactional nature.

Documents shall be produced in accordance with the instructions set out in Instruction 2.

The term "each" shall be construed to include "every," and "every" shall be construed to

include "each."

The term "including" shall be construed to mean "including without limitation."

The term "person" includes the Company, and shall mean any natural person, corporate

entity, partnership, association, joint venture, governmental entity, trust, or any other

organization or entity engaged in commerce.

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The terms "relate(s) to", "relating to", or "related to" shall mean, in whole or in part,

constituting, containing, concerning, embodying, reflecting, discussing, explaining,

describing, analyzing, identifying, stating, reporting, forecasting, referring to, dealing

with, or in any way pertaining to.

The term "Technology Assisted Review" means any process that utilizes a computer

algorithm to limit the number of potentially responsive documents subject to manual

review. A keyword search of documents with no further automated processing is not a

Technology Assisted Review.

The singular form ofa noun or pronoun includes its plural form, and vice versa; and tbe

present tense of a verb includes tbe past tense, and vice versa.

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I STRUCTIONS

For the purposes of this Civil Investigative Demand, the following instructions apply :

1. Do not produce any Sensitive Personally Identifiable Information ("Sensitive PII") or

Sensitive Health Information ("SHI") prior to discussing the information with a

Commission representative.

The term "Sensitive Personally Identifiable Information" means an individual's Social

Security Number alone; or an individual's name, address, or phone number in

combination with one or more of the following:

•

date of birth

driver's license number or other state identification number, or a foreign

country equivalent

passport number

financial account number

credit or debit card number

The term "Sensitive Health Information" includes medical records and other individually

identifiable health information, whether on paper, in electronic form, or communicated

orally. Sensitive Health Information relates to the past, present, or future physical or

mental health or condition of an individual, the provision of health care to an individual,

or the past, present, or future payment for the provision of health care to an individual.

2. Form of Production: The Company must submit Documents as instructed below absent

written consent.

a. Documents stored in electronic or hard copy formats in the ordinary course of

business shall be submitted in the following electronic format provided that such

copies are true, correct, and complete copies of the original documents:

Submit Microsoft Excel, Access, and PowerPoint files in native format

with extracted text and metadata.

11.

Submit emails in TIFF (Group IV) format with extracted text and the

following metadata and information:

Metadata/Document

Information

Alternative Custodian

Description

List of custodians where the document has

been removed as a duplicate.

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Metadata/Document

Information

Bates Begin

Description

Beginning Bates number of the email.

Bates End

Bates number of the last page of the email.

Beg Attach

First Bates number of attachment range.

End Attach

Ending Bates number of attachment range.

Custodian

Name of the person from whom the email

was obtained.

Names of person(s) blind copied on the

email.

Names of person(s) copied on the email.

Email BCC

Email CC

Email Date Received

Date the email was received.

[MM/DDNYYY]

Date the email was sent. [MM/DDNYYY]

Email Date Sent

Email From

Names of the person who authored the

email.

Microsoft Outlook Message ID or similar

value in other message systems.

Subject line of the email.

Email Message ID

Email Subject

Email Time Received

Time email was received. [HH:MM:SS

AM/PM]

Recipients(s) of the email.

Email To

Email Time Sent

Page Count

Time email was sent. [HH:MM:SS

AM/PM]

Number of pages in record.

File Size

Size of document in KB .

File Extension

File extension type (e.g. , docx, xlsx).

Folder

File path/folder location of email.

Hash

Identifying value used for deduplication typically SHAI or MOS.

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Metadata/Document

Information

Text Link

111.

Description

Relative path to submitted text file.

Example: \TEXT\001\FTC0003090.txt

Submit email attachments and hyperlinked attachments/documents (i .e.,

materials referenced as a link in an email that were originally stored or

accessed on a share drive or cloud drive hosted by the Company or any

other Person) other than those described in subpart (a)(i) in TIFF (Group

IV) format. Hyperlinked attachments/documents should be treated as

normal attachments and therefore produced with family identifying

metadata accordingly. For all email attachments and hyperlinked

documents, provide extracted text and the following metadata and

infonnation as applicable:

Metadata/Document

Information

Altemati ve Custodian

Description

Bates Begin

List of custodians where the document has

been removed as a duplicate.

Beginning Bates number of the document.

Bates End

Last Bates number of the document.

Beg Attach

First Bates number of attachment range.

End Attach

Ending Bates number of attachment range.

Custodian

Name of person from whom the file was

obtained.

Date the file was created. [MM/DD/YYY]

Date Created

Date Modified

Page count

Date the file was last changed and saved.

[MM/DD/YYYY]

Number of pages in record.

File size

Size of document in KB.

File Extension

File extension type (e.g., docx, xlsx).

Filename with

extension

Name of the original native file with file

extension.

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Metadata/Document

Information

Hash

Description

Identifying value used for deduplication typically SHAl or MOS .

Relative file path to submitted native or near

native files .

Example: \NA TIVES\001 \FTC000309 .xlsx

Document ID or beginning Bates number of

the parent email.

Relative path to submitted text file.

Example: \TEXT\001\FTC0003090 .txt

Time file was created. [HH:MM:SS

AM/PM]

Time file was saved. [HH:MM:SS AM/PM]

Native Link

Parent ID

Text Link

Time Created

Time Modified

1v. Submit all other electronic documents, other than those described in

subpart (a)(i), in TIFF (Group IV) format accompanied by extracted text

and the following metadata and information:

Metadata/Document

Information

Alternative Custodian

Description

Bates Begin

List of custodians where the document has

been removed as a duplicate.

Beginning Bates number of the document.

Bates End

Last Bates number of the document.

Beg Attach

First Bates number of attachment range.

End Attach

Ending Bates number of attachment range.

Custodian

Name of the original custodian of the file.

Date Created

Date the file was created. [MM/DD/YYY]

Date Modified

Date the file was last changed and saved.

[MM/DD/YYYY HH:MM:SS AM/PM]

Page count

Number of pages in record.

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Metadata/Document

Information

File size

Size of document in KB .

File Extension

File extension type (e.g., docx, xlsx).

Filename with

extension

Hash

Name of the original native file with file

extension.

Identifying value used for deduplication typically SHAl or MDS .

File path of the file as it resided in its

original environment.

Relative path to submitted native or near

native files .

Example: \NATNES\001 \FTC0003090.xls

Relative path to submitted text file.

Example: \TEXnoot \FTC-0003090.txt

Time file was created. [HH:MM:SS

AM/PM]

Time file was saved. [HH:MM:SS AM/PM]

Originating Path

Production Link

Text Link

Time Created

Time Modified

Description

v. Submit documents stored in hard copy in TIFF (Group N) format

accomplished by OCR with the following information:

Metadata/Document

Information

Bates Begin

Bates End

Description

Beginning Bates number of the document.

Bates number of the last page of the

document.

Name of person from whom the fi le was

obtained.

Custodian

v1. Submit redacted documents in TIFF (Group IV) format accompanied by

OCR with the metadata and information required by relevant document

type in subparts (a)(i) through (a)(v) above. For example, if the redacted

file was originally an attachment to an email, provide the metadata and

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information specified in subpart (a)(iii) above. Additionally, please

provide a basis for each privilege claim as detailed in Instruction 4.

b. Submit data compilations in electronic format, specifically Microsoft Excel

spreadsheets or delimited text formats, with all underlying data un-redacted and

all underlying formulas and algorithms intact.

c. Produce electronic file and TIFF submissions as follows:

For productions over 10 gigabytes, use USB compatible hard drives or

thumb drives, in Microsoft Windows format;

11.

For productions under 10 gigabytes, Secure FTP of materials is also

permitted. The FTC uses Kiteworks for Secure File Transfer. To request

an invitation, please contact the FTC representative identified below;

111.

For productions under 10 gigabytes, CD-ROM (CD-R, CD-RW) optical

disks and DVD-ROM (DVD+R, DVD+RW) optical disks for Windowscompatible personal computers may be used;

tv. All documents produced in electronic format shall be scanned for and free

of viruses prior to submission. The Commission will return any infected

media for replacement, which may affect the timing of your compliance

with this Civil Investigative Demand; and

v. Encryption of productions using NIST PIPS-Compliant cryptographic

hardware or software modules, with passwords sent under separate cover,

is strongly encouraged.

d. Each production shall be submitted with a transmittal letter that includes the FTC

matter number; production volume name; encryption method/software used; list

of custodians and document identification number range for each; total number of

documents; and a list of load file fields in the order in which they are organized in

the load file.

e. If the Company intends to utilize Email threading, Technology Assisted Review,

deduplication, or similar technologies when collecting or reviewing information

that is stored in the Company's computer systems or electronic storage media, or

if the Company' s computer systems contain or utilize such software, the

Company must contact a Commission representative to determine, with the

assistance of the appropriate government technical officials, whether and in what

manner the Company may use such software or services when producing

materials in response to this CID.

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3. All documents responsive to this Civil Investigative Demand:

a. shall be produced in complete form, un-redacted unless privileged, and in the

order in which they appear in the Company' s files;

b. shall be marked on each page with corporate identification and consecutive

document control numbers when produced in TIFF format (e.g. , ABC-00000001);

c. shall be produced in color where necessary to interpret the document (if the

coloring of any document communicates any substantive information, or if blackand-white photocopying or conversion to TIFF format ofany document (e.g., a

chart or graph) makes any substantive information contained in the document

unintelligible, the Company must submit the original document, a like-colored

photocopy, or a JPEG format TIFF);

d. shall be accompanied by an index that identifies: (i) the name of each Person from

whom responsive documents are submitted; and (ii) the corresponding

consecutive document control number(s) used to identify that Person's

documents. If the index exists as a computer file(s), provide the index both as a

printed hard copy and in machine-readable form (provided that Commission

representatives determine prior to submission that the machine-readable form

would be in a format that allows the agency to use the computer files). The

Commission representative will provide a sample index upon request; and

e. shall be accompanied by an affidavit of an officer of the Company stating that the

copies are true, correct, and complete copies of the original documents.

4. If any material called for by this Civil Investigative Demand is withheld based on a claim of

protected status, 16 C.F.R. § 2.7(a)(4), the claim must be asserted no later than the return

date of this Civil Investigative Demand. In addition, pursuant to 16 C.F.R. § 2.1 l(a)(l),

submit, together with the claim, a detailed log of the items withheld. The information in the

log shall be of sufficient detail to enable the Commission staff to assess the validity of the

claim for each document, including attachments, without disclosing the protected

information. Unless modified by Commission staff, submit the log in a searchable and

sortable electronic format, and, for each document, including attachments, provide:

a. Document control number(s);

b. The full title (if the withheld material is a document) and the full file name (if the

withheld material is in electronic form);

c. A description of the material withheld (for example, a letter, memorandum, or

email), including any attachments;

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d. The date the material was created;

e. The date the material was sent to each recipient (if different from the date the

material was created);

The email addresses, if any, or other electronic contact information to the extent

used in the document, from which and to which each document was sent;

g. The names, titles, business addresses, email addresses or other electronic contact

information, and relevant affiliations of all authors;

h. The names, titles, business addresses, email addresses or other electronic contact

information, and relevant affiliations of all recipients of the material;

The names, titles, business addresses, email addresses or other electronic contact

information, and relevant affiliations of all persons copied on the material;

The factual basis supporting the claim that the material is protected; and

k. Any other pertinent information necessary to support the assertion of protected

status by operation of law.

In the log, identify by an asterisk (*) each attorney who is an author, recipient, or person

copied on the material. The titles, business addresses, email addresses, and relevant

affiliations of all authors, recipients, and persons copied on the material may be provided in

a legend appended to the log. However, provide in the log the information required by

Instruction 4(f). The lead attorney or attorney responsible for supervising the review of the

material and who made the determination to assert the claim of protected status must attest,

in writing, to the log.

A document, including all attachments, may be withheld or redacted only to the extent

necessary to preserve any claim of protected status. Unless otherwise provided in the

instructions accompanying this Civil Investigative Demand, and except for information and

material subject to a valid claim of protected status, all responsive information and material

shall be produced without redaction.

5. Before using software or technology (including search terms, email threading, Technology

Assisted Review, deduplication, or similar technologies) to identify or eliminate documents,

data, or information potentially responsive to this CID, the Company must submit a written

description of such software or technology and any related processes and workflows used to

conduct any part of its search. In addition:

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a. if you use Technology Assisted Review to identify documents and information

responsive to this CID or to exclude documents and information from further

review, describe your collection and review methodology, including:

i. how any software is used to identify responsive documents or exclude

nonresponsive documents;

11.

the process to identify and validate any seed set documents, if applicable;

111.

the process to determine and validate accuracy of the automatic

determinations ofresponsiveness and nonresponsiveness; and

1v. the collection and review process for foreign language documents,

whether reviewed manually or by some technology-assisted method;

b. if you use search terms to identify documents and information responsive to the

CID or to exclude documents or information from further review, then for each

custodian, search location, or document population provide:

a list of proposed terms;

11. a tally of all the terms that appear in the collection and the frequency of

each term;

iii. a list of stop words and operators for the platform being used; and

iv. a glossary of industry and company terminology;

c. provide recall, precision, and confidence-level statistics ( or an equivalent);

d. provide access to randomized, statistically significant samples of non-privileged

documents excluded from review or production by use of keyword search terms,

Technology Assisted Review software, or any other means;

e. identify the person(s) able to testify on your behalf about information known or

reasonably available to the organization relating to your use of software or

technology in responding to this CID.

6. Unless otherwise specified, each Specification of this Civil Investigative Demand calls for

Documents and/or information from January 1, 2015 to the present.

7. ln order for the Company' s response to this Civil Investigative Demand to be complete, the

attached certification form must be executed by the official supervising compliance with this

Request, notarized, and submitted along with the responsive materials.

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8. Any questions you have related to the scope or meaning of anything in this Civil

Investigative Demand or suggestions for possible modifications thereto should be directed

to Ethan Stevenson at estevensonl@ftc.gov or (202) 531-8971. Please provide responses to

the above specifications in electronic format via FTP. For electronic transmission of

materials, please request an FTP link to transmit the materials. All electronic submissions

must be accompanied by an email notification of such submission to the FTC staff attorney

identified above. If you wish to submit your response by other means, please call the FTC

staff attorney listed above for instructions.

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CERTIFICATIO

OF COMPLIA CE

Pursuant to 28 U.S.C. § 1746

I, _ _ _ _ _ _ _ _ _ _ _ _, certify the following with respect to the Federal Trade

Commission's ("FTC") Civil Investigative Demand issued on.__[_ ___.] and directed to

Hargrove & Associates, Inc. (FTC File No. 211-0191):

1. The Company has identified all documents, information, and/or tangible things

("responsive information") in the Company's possession, custody, or control responsive

to the Civil Investigative Demand and either:

a. provided such responsive information to the FTC; or

b. for any responsive information not provided, given the FTC written objections

setting forth the basis for withholding the responsive information .

2. I verify that the responses to the Civil Investigative Demand are complete and true and

correct to my knowledge.

I certify under penalty of perjury that the foregoing is true and correct.

Date: - - - - - - - - - - -

Signature

Printed Name

Title

FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 10/16/2024 OSCAR NO. 611970 -PAGE Page 43 of 189 * PUBLIC *

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UNITED STATES OF AMEICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS:

Lina M. Khan, Chair

Noah Joshua Phillips

Rohit Chopra

Rebecca Kelly Slaughter

Christine S. Wilson

RESOLUTION DIRECTING USE OF COMPULSORY PROCESS

REGARDING REPAIR RESTRICTIONS

File No. 212 3126

Nature and Scope oflnvestigation:

To investigate whether any persons, partnerships, or corporations have engaged or are

engaging in unfair, deceptive, anticompetitive, collusive, coercive, predatory, exploitative, or

exclusionary acts or practices, in or affecting commerce, related to any repair restrictions,

including but not limited to restrictions related to any hardware and any software, imposed by

manufacturers or sellers in violation of Section 5 of the Federal Trade Commission Act, 15

U.S.C. § 45, as amended, the Magnuson-Moss Warranty Act, 15 U.S.C. § 2301 et seq., or any

statutes or rules enforced by the Commission; and to determine the appropriate remedy,

including whether injunctive and monetary relief would be in the public interest.

The Federal Trade Commission hereby resolves and directs that any and all compulsory

processes available to it be used in connection with this investigation for a period not to exceed

ten years. The expiration of this ten-year period shall not limit or terminate the investigation or

the legal effect of any compulsory process issued during the ten-year period. The Federal Trade

Commission specifically authorizes the fi ling or continuation of actions to enforce any such

compulsory process after the expiration of the ten-year period.

Authority to Conduct Investigation:

Sections 6, 9, 10, and 20 of the Federal Trade Commission Act, 15 U.S.C. §§ 46, 49,

50, and 57b-l, as amended; and FTC Procedures and Rules of Practice, 16 C.F.R. § 1.1 et seq.,

and supplements thereto.

By direction of the Commission.

C?,-)'7..A

Apri l J. ~;bor

Secretary

Issued: September 2, 2021

Expires: September 2, 2031

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EXHIBIT B

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NlTED T T S OF AMERICA

BEFORE THE FEDER L TRADE COMMISSION

In the Matter of Civil Investigative Demand to

Hargro e & ssociates, Inc.

FTC File No. 211-0191

AFFIDAVIT OF TODD SNELL

T TEOFIOWA

COUNTY OF POLK

Todd Snell, being duly sworn, deposes and says as follows :

I am over 18 years of age, of sound mind, and otherwise competent to make this Affidavit.

The infonnation set out in the foregoing Affidavit is based on my personal knowledge and

upon business records to which I have access in my capacity as the Vice President and

Chief Operating Officer at Hargrove & Associates, Inc. ("HAI"), a position that I have held

since January 2021.

My duties include overseeing the daily operations of HAI, implementing the company

strategy, and advising on the overall company direction. I serve on company budgeting,

forecasting, and planning leadership teams. I also manage the production team responsible

for operating the Association of Equipment Manufacturers ("AEM") statistics program for

HAI.

HAI is a data processing and business analytics company that specializes in creating

developing, and operating managed data programs for professional trade groups. HAI' s

headquarters is 100 North 6th Street, Suite 306B, Minneapolis, MN 55403 . HAI has ten

full-time employees.

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HAI collects data and provides analytics services to a variety of trade associations,

including AEM and the Committee for European Construction Equipment.

HAI works with trade associations, like AEM, to create, develop, and operate managed

data collections and reporting. When trade associations engage HAI, association members

voluntarily submit highly confidential and competitively sensitive information through the

HAl portal. Both the associations and their members trust and expect that HAI will secure

and maintain confidentiality ofthe proprietary business infonnation. HAI has implemented

restrictions and structures to protect the confidentiality of association member data so that

individual member data is not improperly shared with other members or third parties.

HAl has provided data processing and analytics services for AEM' s predecessor, the

Equipment Manufacturers Institute ("EMI"), AEM, and AEM's members since 1989. On

January 4, 2018, AEM publicly announced its acquisition ofHAI. HAI and AEM, however,

operate as two separate entities. AEM does not have access to HAI' s files, systems, or data

in the ordinary course of business. AEM does not participate in the day-to-day decision

making of HAI. HAI maintains its own executive team that oversees the day-to-day

operations of HAI. AEM and HAI maintain separate boards of directors. Finally, HAI

maintains its own bank accounts, assets, headquarters, and employees.

The business records governing the relationship between AEM and HAI to which I have

access include:

; and (3) AEM' s Policy & Procedure Manual, the current version of which is dated

August 7, 2024 ("PPM'') (Ex. B-3). HAI's understanding, based on the provisions quoted

4887-8411-3374.12

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below, is that these documents restrict the ability of HAI to share with third parties certain

data submitted by AEM's members to HAI.

HAi's Bylaws

HAi's Bylaws state:

HA1 and

AEM interpret the foregoing provision of the Bylaws as preventing HAI from disclosing

AEM members' confidential business information to AEM without the consent of the

member company that owns the confidential business information.

HAI-AEM Master Services Agreement

HAI believes that its interpretation of the Bylaws is consistent with the provisions of the

MSA

Under the MSA, HAI agrees to host a portal through which AEM

members may submit sales data and receive aggregated and anonymized industry data.

Manufacturers report their sales data through HAI's portal by manually entering data or

submitting a spreadsheet known as an iST AT import format. Each manufacturer then

through HAI's portal receives access to the data, comparing its respective sales of products

in the designated geographic area with the industry totals. Manufacturers do not receive

any information regarding the sales or market share data of any other manufacturer.

10.

HAI's portal is hosted on a server controlled by HAI. Each manufacturer may access its

own information that it submits to HAI and any reports from HAI specific to it comparing

its sales to industry totals. HAI may provide aggregated and anonymized data to AEM

upon AEM's request. AEM has limited access to HAI's portal and can only access and

4887-8411-3374.12

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download data at an industry level and not any company-specific data. AEM usually

requests that HAI provide it the aggregated data and does not use the portal itself. I

understand that AEM uses this aggregated data for its industry analysis services that it

provides to members and/or for its public reports.

11.

Under the MSA, AEM cannot obtain individual AEM member data submitted to HAI in

the ordinary course of business:

HAI may make

member data available to AEM only

AEM's Policy & Procedure Manual

AEM's Policy & Procedure Manual dated August 7, 2024 further restricts HAI's use of

L2.

member data. The PPM states: "The IPC 1 shall not share or disclose any data to any persons

or entities other than authorized AEM Statistics staff and authorized participating company

representatives." (Ex. B-3, § II-E.4; N-F.) Severe consequences-including termination,

litigation, potential monetary damages for breach of trust and contract, and other reliefmay result ifIPC or AEM staff inappropriately disclose company or industry data. (Id.)

13.

HAI may disclose member data to AEM Statistics staff only in three situations: (1) upon

request during the second round of audits and only member data related to the specific

audit case; (2) if outside the audit process, HAI may disclose member data only after the

AEM Statistics Executive Committee votes in a simple majority to approve access to

member data upon receiving a request and explanation from AEM Statistics staff and if the

"JPC" is defined in the PPM at section I-Bas the "Information Processing Company," which is HAI.

4887-s41t-3374.12

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member company gives consent; or (3) a member company voluntarily authori zes AEM

Statistics staff to access the data. (Ex. B-3, § Il-E.4; IV-F.)

14.

HAi's understanding is that the disclosure restrictions implemented by HAi's Bylaws, the

MSA, and the Policy & Procedure Manual apply not only to HAI and AEM but also

prohibit disclosure to all third parties, including the government. To uphold its contractual

obligations and protect itself from potential litigation, HAI understands that it must give

notice to and obtain consent from each manufacturer owning the data before disclosing

member data to any third party. Providing notice and securing consent to potentially

hundreds of participating companies would disrupt HAI's normal business operations and

be heavily burdensome on its staff

I 5.

Disclosure of AEM's members' confidential information without their consent to third

parties, including the government, would harm HAI's reputation among its current trade

association customers, members of those trade associations, and other trade associations

HAI may seek to provide similar services for in the future. Producing such confidential

information would not only undermine HAI's reputation and customer goodwill, but also

threaten HAI's viability as a business. HAI views the production of confidential AEM

member data without consent as an existential threat to HAI.

4887-8411-3374.12

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FURTHER THE AFFIANT SAYETHNOT.

Subscribed and sworn to before me

this~ day of October, 2024

Notary Public, State of :i::o w oMy commission expires: Av.3 '-f ""1.,, 2air

DENIS JAMES

Notarial Seal • Iowa

Commlulon Number 8◄1396

MV Commlnlon E,q)lres Aut ◄, 1025

4887-8411 -3374.12

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EXHIBIT B-1

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BYLAWS OF

HARGROVE & ASSOCIATES, INC.

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Effective March 24, 2020

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EXHIBIT B-2

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MASTER SERVICES AGREEMENT

PUBLIC

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PUBLIC

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PUBLIC

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

BAI:

AEM:

HARGROVE & ASSOCIATES, INC.

ASSOCIATION OF EQUIPMENT

MANUFACTURERS

By: ~Jzur/

By:_ f-_

_~----

Name:

Todd Snell

Name: Lawrence Buzecky

Title:

VP / COO

Title:

VP Business Intelligence

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EXHIBIT B-3

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Updated: August 7, 2024

Association of Equipment Manufacturers

MARKET SHARE STATISTICS

POLICY & PROCEDURE MANUAL

For all AEM Statistics Committees, Bureaus

and Product Councils with Statistics Programs

Milwaukee, Wisconsin

Note: As directed by the STATISTICS EXECUTIVE COMMITTEE (SEC) and with the

recommendation of the AEM Board of Directors, this manual is the master policy and procedure

document for AEM statistics programs.

Updated 8/7/2024 EVT

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TABLE OF CONTENTS

TABLE OF CONTENTS .............................................................................................................. 2

SECTION I - INTRODUCTION .................................................................................................... 6

SECTION I-A: MISSION ......................................................................................................... 6

Mission Statement ................................................................................................................ 6

SECTION I-B: TERMINOLOGY .............................................................................................. 6

SECTION I-C: ANTITRUST CONSIDERATIONS AND GUIDELINES ......................................... 9

ANTITRUST CONSIDERATIONS ........................................................................................... 9

ANTITRUST GUIDELINES ..................................................................................................... 9

Membership ......................................................................................................................... 9

Meetings..............................................................................................................................10

Topics of Discussion ...........................................................................................................10

General Operating Procedures ............................................................................................11

SECTION II - OPERATIONAL ORGANIZATION ........................................................................12

SECTION II-A: STATISTICS EXECUTIVE COMMITTEE – ARTICLE X................................ 12

SECTION II-B: STATISTICS EXECUTIVE COMMITTEE (SEC) ........................................... 12

SECTION II-B-3: SEC ORGANIZATION..............................................................................12

SEC Membership Selection Process.................................................................................................. 13

SEC Terms of Office .......................................................................................................................... 14

SEC Membership Qualifications ....................................................................................................... 14

Quorum............................................................................................................................................. 15

SECTION II-B-4: SEC RESPONSIBILITIES ........................................................................15

SEC Responsibilities .......................................................................................................................... 15

SEC Chair’s Responsibilities .............................................................................................................. 16

SEC Vice Chair’s Responsibilities....................................................................................................... 16

SECTION II-C-1: ORGANIZATION......................................................................................17

SECTION II-C-2: OPERATING GUIDELINES .....................................................................18

SECTION II-C-3: RESPONSIBILITIES ................................................................................21

Chair’s Responsibilities ..................................................................................................................... 21

Vice Chair’s Responsibilities ............................................................................................................. 22

Committee Member Responsibilities ............................................................................................... 22

Product Specialists’ Responsibilities ................................................................................................. 24

SECTION II-D: AEM MARKET SHARE STATISTICS STAFF ............................................... 25

SECTION II–E: INFORMATION PROCESSING COMPANY (Data Processor) .................... 27

SECTION III - COMPANY PARTICIPATION ..............................................................................30

SECTION III-A: REQUIREMENTS FOR COMPANY PARTICIPATION................................. 30

SECTION III-B: ADDITIONAL REQUIREMENTS FOR NEW COMPANY PARTICIPANTS ... 32

SECTION III-C: MERGERS AND ACQUISITIONS................................................................ 33

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Access to Historical Data.....................................................................................................34

SECTION III-D: ENFORCEMENT POLICIES........................................................................ 34

AEM Participant Assistance Program ..................................................................................34

Timeliness ...........................................................................................................................35

Compliance .........................................................................................................................36

Data Integrity Issues ............................................................................................................37

SECTION III-E: PARTICIPATION RECRUITMENT............................................................... 37

SECTION IV - REPORTING PROGRAMS .................................................................................38

SECTION IV-A: PRODUCT REPORTING CRITERIA ........................................................... 38

SECTION IV-B: DATA, REPORTS, ACTIVITIES, and PROFILES ........................................ 38

SECTION IV-C: DATA REPORTING PROCESS .................................................................. 39

Data Accuracy and Timeliness ............................................................................................39

Input Reports .......................................................................................................................40

Flash Report........................................................................................................................41

Actuals ................................................................................................................................41

Input Data Reporting Requirements ....................................................................................41

Publication by the Information Processing Company ...........................................................42

Method of Data Distribution .................................................................................................42

Revisions.............................................................................................................................43

Questions Regarding Data ..................................................................................................43

SECTION IV-D: DATA DISTRIBUTION POLICY................................................................... 43

Recipients ...........................................................................................................................43

Public Information................................................................................................................44

Latin America Regional Programs .......................................................................................45

SECTION IV-E: MODEL CHARTS ........................................................................................ 45

SECTION IV-F: DISCLOSURE PREVENTION ..................................................................... 47

SECTION IV-G: AUDITS....................................................................................................... 48

First Substantial Use for Audit Purposes with Examples......................................................50

SECTION IV-H: ANNUAL START-UP PROCESS................................................................. 51

Guidelines for Submitting a Proposal for Either a Change in an Existing Program or a New

Program ..............................................................................................................................53

SECTION IV-J: Regional Reporting Programs ...................................................................... 53

Definition .............................................................................................................................53

SECTION V - ONLINE DOCUMENTATION ...............................................................................54

SECTION VI - DEFINITION OF TERMS.....................................................................................55

Government Sales...............................................................................................................60

Horsepower .........................................................................................................................60

Inventory .............................................................................................................................61

APPENDIX A: QUORUMS AND VOTING ..................................................................................64

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Abstentions Explained (in accordance with Roberts Rules)................................................... 65

APPENDIX B: DUE DATES FOR COMPANY REPORTING ......................................................67

APPENDIX C: DATA DISTRIBUTION TO PRODUCT NON-PARTICIPANTS ............................68

Agricultural Latin America Statistics Program Subcommittee (AG LA SPSC) ........................ 68

Aggregates: Crushers, Screens, Feeders (ASC) ................................................................... 69

Agricultural Tire (ATC) .......................................................................................................... 69

Agricultural Equipment (AESC) ............................................................................................. 70

“Tractor and Implements” Product Group ............................................................................70

“Forage and Harvest Equipment” Product Group.................................................................70

“Crop Production Equipment” Product Group ......................................................................71

“Ag Precision Guidance” Product Group ..............................................................................72

Construction Equipment Latin America Statistics Taskforce (CE LA STF) ............................ 72

Contractor Pump Bureau (CPB) ............................................................................................ 72

Commercial Worksite Equipment (CWE) .............................................................................. 73

Cranes (CSC) ....................................................................................................................... 74

Reported into ICE (International Crane Exchange) Only......................................................74

Dairy Equipment (DESC) ...................................................................................................... 75

Forestry, Earthmoving, and Excavator (FEE) ........................................................................ 75

Earthmoving Products .........................................................................................................75

Hydraulic Excavators ...........................................................................................................77

Forestry Products ................................................................................................................77

Generators ............................................................................................................................ 78

Geospatial Industry Group (GIG) .......................................................................................... 78

Light Towers ......................................................................................................................... 79

Mounted Breaker Manufacturers Bureau .............................................................................. 79

Mounted Breakers ...............................................................................................................79

Portable Air Compressors ...................................................................................................80

Road Machinery (RMSC) ...................................................................................................... 80

Saw Manufacturers Institute (SMI) ........................................................................................ 80

APPENDIX D: REVISION TIME PERIODS ................................................................................81

APPENDIX E: OEM SALES TO NON-PARTICIPANTS ..............................................................82

Shipments Reporting Programs ............................................................................................ 82

Retail Sales Reporting Programs .......................................................................................... 82

APPENDIX F: STATISTICS PROGRAM PROPOSAL FORM .....................................................83

APPENDIX G: WAIVER OF DISCLOSURE ................................................................................84

APPENDIX H: REPORT CARD CRITERIA ................................................................................85

APPENDIX I: ELECTED CHAIRMEN TERM LENGTHS ............................................................86

APPENDIX J: REGIONAL REPORTING PROGRAMS ...............................................................87

List of Current Regional Programs ........................................................................................ 87

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APPENDIX K: GLOBAL FUNDING MODEL ...............................................................................88

Special AEM Statistics-only Regional Membership ............................................................... 88

Latin America Statistics Program Fees ................................................................................. 88

Special AEM Statistics-only Regional Membership ............................................................... 88

Other Potential Fees ............................................................................................................. 89

APPENDIX L: WAIVER OF DISCLOSURE MID-YEAR ENTRY .................................................90

APPENDIX M: LETTER OF CONFIDENTIALITY .......................................................................91

APPENDIX N: NDA FOR AEM PARTICIPANTS’ CONSULTANT ...............................................92

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT .............................................. 92

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SECTION I - INTRODUCTION

SECTION 1-A: MISSION

Mission Statement

AEM will provide participating companies with the timeliest, most accurate, useful, and

consistent market statistics data possible within legal parameters by providing the

systems, support, and leadership to achieve an ever-increasing level of excellence in the

performance of the statistical reporting function.

SECTION 1-8: TERMINOLOGY

Due to the nature of the various organizations involved, terminology used to clearly

identify various groups is rather lengthy and complex. Frequent repeated usage of full

terminology makes the manual unnecessarily large and cumbersome. To make the

manual easier to understand, use, and maintain, a set of standardized abbreviations,

acronyms, and shorthand phrases will be used throughout this manual. These are:

AEM - Association of Equipment Manufacturers, often combined staff and members,

also referred to as "the association."

Ag - Agricultural.

Board - The AEM Board of Directors.

CE - Construction equipment.

Committee - A collection of companies that produce products in the same product

segments that meet for the purpose of Market Share Statistics Data Exchanges. May

also be a bureau or council that does not have a separate statistics committee but

participates in reporting programs, or a collection of trade organizations that meet for the

same purposes.

Committee Acronyms - Acronyms to identify various committees are frequently used.

These include but are not limited to:

Acronym

Description

AESC

Agricultural Equipment Statistics Committee

AGLASPSC

I Agricultural Latin America Statistics Program Subcomm ittee

ASC

Aggregate Statistics Committee

ATC

I Agricultural Tire Committee

CECE

Committee for European Construction Equipment

CELASTF

I Construction Equipment Latin America Statistics Task Force

CEMA

Japan Construction Equipment Manufacturers Association

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CPB

I Contractor Pump Bureau

csc

Crane Statistics Committee

CWE

I Commercial Worksite Equipment

DESC

Dairy Equipment Statistics Committee

DQTF

I Data Quality Task Force (advisory)

FEE

Forestry, Earthmoving, & Excavator

GIG

I Geospatial Industry Group

ICE

International Crane Exchange

ISC

I Intercontinental Statistics Committee

KOCEMA

Korea Construction Equipment Manufacturers Association

MBMB

I Mounted Breaker Manufacturers Bureau

MEWP

Mobile Elevating Work Platforms

MHTC

I Material Handling Tires Committee

PPSC

Portable Power Statistics Committee

PTMB

I Pneumatic Tool Manufacturers Bureau (suspended)

RMSC

Road Machinery Statistics Committee

SEC

I Statistics Executive Committee

TMSG

Troweling Machine Statistics Group

UESC

I Utility Equipment Statistics Committee

Committee Leadership Roles_- Chair and Vice Chair of a committee.

Company - Manufacturer that participates in AEM reporting product programs. Must be

an AEM member company; a parent or subsidiary; sometimes a distinct reporting

location within a company.

Data Processor - Collects, organizes and reports market data for AEM statistics

programs, also referred to as a IPC. Also see IPC.

Entity - See Reporting Entity.

IPC - Information Processing Company.

iSTAT - proprietary name for the data processing platform of Hargrove and Associates.

LA - Latin America.

Member - Company that participates in reporting programs and is an AEM member.