Covington & Burling Addresses Some Technical Aspects of FTC Regs

February 18, 2020

Assistant Secretary (Tax Policy)
Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, DC 20220

The Honorable Charles P. Rettig
Commissioner
Internal Revenue Service
1111 Constitution Avenue, NW
Washington, DC 20224

The Honorable Lafayette “Chip” G. Harter III
Deputy Assistant Secretary (International Tax Affairs)
Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, DC 20220

The Honorable Michael J. Desmond
Chief Counsel
Internal Revenue Service
1111 Constitution Avenue, NW
Washington, DC 20224

Re: Comments on Foreign Tax Credit Proposed Regulations (Internal Revenue Service REG–105495–19) — Definition of Financial Services Entity

Dear Messrs. Kautter, Rettig, Harter, and Desmond:

We are writing in response to the request for comments on the recently proposed foreign tax credit regulations issued in December 2019 (the “Proposed Regulations”). The Proposed Regulations would change the definition of a “financial services entity” (“FSE”) for purposes of section 904(d)(2)(D) to make that definition “generally consistent with section 954(h), 1297(b)(2)(B), and 953(b).”¹ The preamble to the Proposed Regulations requests comments on whether additional guidance is needed with respect to the qualified deficit rules for qualified financial institutions (“QFIs”) in section 952(c)(1)(B)(iv).²

The preamble's request for comments regarding the qualified deficit rules recognizes the alignment of the FSE and QFI definitions dating from the enactment of the qualified deficit rules as part of the Tax Reform Act of 1986 (the “1986 Act”), and thus presents the question whether modification of the FSE definition for purposes of section 904 also requires modification of that definition for qualified deficit purposes. In particular, if the FSE definition is modified for section 904 purposes, as proposed, to more closely track the definition of an active financing entity under the active financing exception (“AFE”) of section 954(h), should that modification be extended to apply for qualified deficit purposes?

We recommend retaining the definition of a QFI under existing law for qualified deficit purposes, even if the definition of an FSE is modified for purposes of section 904(d)(2)(D). We believe that conforming the QFI definition to the AFE rules would be inconsistent with both the history and the purposes of the three interrelated statutory definitions of banking, financing, or similar businesses, and inconsistent with the principles of the prior construction doctrine. In the sections that follow, we summarize the practical implications of this technical issue, before turning to address why conformity between the AFE rules and the qualified deficit rules should not be required. Finally, we describe a recommended drafting approach that would retain the QFI definition of existing law, as well as a suggested transition rule if that recommendation is not adopted.

I. The Practical Implications: Disqualification of Treasury Centers

The issues addressed by this letter are potentially significant for any U.S.-based multinational that operates a “treasury center,” “hedging center,” or similar activity in a controlled foreign corporation (“CFC”) that provides financial services to other group members. For many U.S.-based multinationals, such treasury centers provide an efficient way to manage group financial transactions, including the group's relationships with unrelated financial institutions. For example, maintaining lines of credit and other borrowings with an unrelated bank is often simplified by having the group present a single counterparty to the bank, rather than attempting to qualify multiple operating companies as individual borrowers. Similarly, multinational groups often find it efficient to run their hedging programs through a single group member. This arrangement permits the group to hedge its currency, interest rate, and other exposures through a single counterparty that enters into relevant ISDA master swap agreements (and similar arrangements) with unrelated banks. Moreover, centralizing this activity in a treasury center permits the group to take advantage of any natural hedging that arises within the group's activities, such that the group can limit its third-party hedging to its net exposure to any particular position. Requiring individual CFCs to maintain separate borrowing and hedging relationships with unrelated banks would be less efficient.

While many U.S.-based groups maintain treasury center CFCs for the business reasons just noted, such operations frequently recognize income that is treated as foreign personal holding company (“FPHC”) income subject to current tax under subpart F. In the first place, the fact that such entities transact a significant portion of their business with other group members means that their income cannot qualify for exclusion under the AFE rules of section 954(h). And while various hedging and other exceptions within the FPHC rules may potentially apply, and the look-through rules of section 954(c)(6) may limit the FPHC treatment of payments from active CFCs, nevertheless the system is imperfect, so that any given treasury center may recognize significant subpart F income in a given year.

One source of subpart F income for treasury center CFCs is mark-to-market accounting for unrealized gains and losses. Where the mark-to-market method applies, a loss may be recognized in one taxable year based on the market value of a position at the end of the year. That loss may then effectively be reversed by an offsetting gain in a subsequent year if the market value of the position recovers to its original level. When mark-to-market losses create a deficit in a treasury center's earnings for a particular year, it is only under the qualified deficit rule that those losses may be carried forward to offset future gains, potentially including gain with respect to the same position that gave rise to the loss. If the treasury center does not qualify as a QFI, the treasury center may be subject to subpart F taxation on phantom gain.

Even when mark-to-market accounting does not apply, hedging transactions with unrelated parties are a frequent source of FPHC income for treasury centers, as such transactions often will not qualify for the business needs exception due to the “split hedge” nature of transactions that hedge the net exposures of the group (rather than maintaining hedges at each individual CFC business). Further, given the nature of financial markets, it is just as common for a treasury center's hedging transactions to generate losses. Accordingly, it is common for such groups to recognize substantial losses in hedging programs, and it has therefore been central to the structuring and operation of such entities that their ability to qualify as QFIs under the qualified deficit rules of section 952(c) (as discussed below) has permitted them to carry such losses forward as qualified deficits, to offset the gains that will arise in the future from the same hedging activities.

As with any loss-carryforward rule, the qualified deficit rules have thus operated to prevent the annual accounting period from imposing tax that exceeds a taxpayer's economic income over a multi-year period. In the broad form initially enacted in 1962, the subpart F accumulated deficit rule permitted a CFC that experienced a net loss in a given year to carry it forward to reduce its subpart F income in later years, thereby ensuring that the taxation under subpart F, which was immediate and at the full U.S. rate, was not imposed on an amount greater than the CFC's economic income over a multi-year period. While the accumulated deficit rule was substantially narrowed in 1986, the new “qualified deficit” rules continued to ensure, among other things, that if a CFC experienced losses in a financial business that otherwise gives rise to FPHC income, those losses could be carried forward to reduce such income in later years, reducing subpart F income to reflect the CFC's income over multiple years.

When the qualified deficit rules for QFIs were enacted in 1986, the legislative history linked the definition of a QFI for qualified deficit purposes to the definition of an FSE for foreign tax credit limitation purposes, as discussed below. And the regulations implementing the FSE definition, when finalized in 1988, were specifically modified in ways that permitted a treasury center to qualify as an FSE, also as discussed below. Thus, for the last 32 years, treasury centers have been eligible to qualify as QFIs and carry forward losses in the category of FPHC income under the qualified deficit rules.

If the Proposed Regulations' modification of the FSE definition for section 904 purposes were extended to also apply for purposes of defining a QFI, that change would alter the longstanding treatment of treasury centers. Many entities that have long qualified as FSEs are unlikely to meet the new FSE definition in the Proposed Regulations, preventing such entities from qualifying as QFIs; as a result, losses in one year would no longer offset gains from the same FPHC income-producing activities in other years.

Crucially, the qualified deficit rules require that the CFC be a QFI both in the year in which the qualified deficit arises and in the year in which it is applied. Thus, disqualified treasury centers would not only be unable to carry forward future losses, but would also be precluded from using their existing qualified deficits.

For the reasons discussed below, a treasury center's use of a qualified deficit under existing law appropriately reflects both economic reality and congressional intent, as reflected in the evolution of the relevant provisions of the Code and regulations. Accordingly, even if changes are made to the definition of an FSE for purposes of section 904, we recommend that the definition of a QFI and operation of the qualified deficit rules be retained.

II. Congressional Intent Supports Retaining the Existing QFI Definition

Since the enactment of the qualified deficit and FSE rules in 1986 and the promulgation of foreign tax credit regulations shortly thereafter, Congress has repeatedly considered the operation of those rules and each time has chosen to preserve the existing rules for qualified deficits of a QFI, rather than seeking conformity with the later-enacted AFE rules. This is most stark in the 2004 legislation, whose legislative history explicitly rejected any change to the QFI rules, as described below. Similarly, while the Code's international tax provisions were comprehensively reconsidered in the TCJA, subpart F and, in particular, the qualified deficit rules were left virtually unchanged. We thus recommend that the regulations follow the path set out by past legislative and regulatory decisions, consistent with the prior construction doctrine, by retaining the QFI definition that Congress has explicitly and implicitly approved for over three decades.

A. FSE and QFI Defined to Include Treasury Centers

The qualified deficit rules of section 952(c)(1)(B) were enacted as part of the 1986 Act, narrowing the existing accumulated deficit rule.³ The accumulated deficit rule had permitted the accumulated deficit of a CFC to offset any subpart F income without regard to the relationship between the deficit and the subsequent subpart F income, including situations in which the deficit arose from operations that generated non-subpart F income that was entitled to deferral under pre-TCJA rules.⁴ Congress narrowed this rule to prevent taxpayers from “shelter[ing] from U.S. tax income from passive investments by moving those investments into controlled foreign corporations with prior year deficits.”⁵

Under the qualified deficit rules adopted in the 1986 Act, a QFI is permitted to carry forward a qualified deficit to offset FPHC income in a future year. A QFI is defined as a CFC that is “predominantly engaged in the active conduct of a banking, financing, or similar business in the taxable year and in the prior taxable year in which the deficit arose.”⁶

When the 1986 Act created a new financial services basket under section 904, it applied that rule to entities “predominantly engaged in the active conduct of a banking, insurance, financing, or similar business.” That rule thus echoed the definition of a QFI, while adding only the word “insurance” to the phrase.⁷ The legislative history recognized that the same language was used in both rules, referring to the new qualified deficit rules for QFIs as applying to a CFC that was predominantly engaged in a banking, financing, or similar business “within the meaning of new Code sec. 904(d)(2)(C)(ii).”⁸ Neither rule provided a statutory definition of that phrase, or any element of it. In light of both statutes' use of the same words, as well as this statement in the legislative history, taxpayers have consistently looked to guidance issued under the foreign tax credit limitation rules of section 904 to provide the operative definition of a QFI for qualified deficit purposes.

Proposed regulations under section 904 were published in 1987 (the “1987 proposed regulations”), which referred to an entity that meets the “predominantly engaged” standard of section 904(d)(2)(C)(ii) as a financial services entity, or FSE. The 1987 proposed regulations provided that an entity is an FSE if at least 80 percent of its gross income for the year is active financing income, which was defined to include income within any of 24 enumerated categories.⁹

Notably, many of the 24 categories of active financing income were limited to income earned from “unrelated parties” or “third parties” or from services or products offered “to the public.”¹⁰ These categories were in large measure based on the legislative history of the 1986 Act. This legislative history, in explaining the types of income to which the new financial services basket would apply, referenced seven categories of income from existing regulations under the pre-1986 Act active financing exception to section 954, as well as a number of new, additional categories.¹¹ Further, after listing the categories of active financing income, the 1987 proposed regulations included a special rule that explicitly excluded “[i]ncome from merely serving as a finance vehicle for a parent corporation or a related person,” a rule that would have excluded many treasury centers from FSE treatment.¹²

The 1987 proposed regulations were finalized in 1988 (the “1988 FTC regulations”), incorporating changes that allowed treasury centers to qualify as FSEs. Under the 1988 FTC regulations, the definition of active financing income was modified to remove all of the requirements limiting certain categories of active financing income to income from unrelated party transactions or transactions with the public.¹³ Similarly, the final regulations deleted the special rule from the proposed regulations that would have excluded “[i]ncome from merely serving as a finance vehicle for a parent corporation or a related person.”

The definitions of FSE and active financing income in the 1988 FTC regulations continue to apply today, subject only to minor changes that are not relevant for these purposes.¹⁴

B. Congress Enacts Different Rules for a New AFE

A decade after the 1988 FTC regulations were promulgated, Congress enacted a new financial services exception from FPHC income, initially in 1997 and then in its current form in 1998.¹⁵ In doing so, Congress did not revert to the pre-1986 AFE, which was the basis for the definition of an FSE, but instead drafted a new set of definitions for eligible entities and expressly limited those definitions to apply to the new AFE. It also did not seek to conform the scope of the FSE rules to the new, narrow approach for the AFE.

The 1998 AFE provision deviated significantly from the FSE definition in the 1988 FTC regulations by providing, among other things, that income “directly from the active and regular conduct of a lending or finance business,” which could qualify a CFC for the AFE, included only income from transactions with unrelated parties.¹⁶ The legislative history elaborates on that change by incorporating the list of items constituting active financing income from the 1988 FTC regulations, but qualifying most items by requiring that the income be earned from transactions with “customers.”¹⁷ In this way, the 1998 AFE provision adopted the very approach that the 1988 FTC regulations had rejected upon finalizing the 1987 proposed regulations. Finally, Congress did not revise the FSE definition in section 904 and the AFE statute, by its terms, provided that its definitions applied only for purposes of the AFE provision.¹⁸

As noted above, the third-party customer requirements under section 954(h) generally foreclose most treasury centers from qualifying for the AFE.

C. After Enacting the AFE, Congress Approves Existing FSE and QFI Definitions

Having enacted the much debated and highly detailed AFE rules in 1998, Congress returned to the subject of active financing and similar businesses in 2004 as part of its efforts to simplify the foreign tax credit limitation by reducing the number of baskets under section 904. While the 2004 Act altered the operation of the foreign tax credit limitation for FSEs, the various statutory amendments specifically preserved the definition of what constituted an FSE, rather than conforming that definition to the more recently enacted AFE regime, a decision that was confirmed in the accompanying legislative history, including that the existing FSE definition should also be retained for qualified deficit purposes.¹⁹

The 2004 Act reduced the number of section 904(d) foreign tax credit limitation baskets from nine to two by generally combining the various baskets into either the general basket (e.g., shipping income) or the passive basket (e.g., income from DISCs and FSCs).²⁰ Although this amendment collapsed the separate financial services basket into the general basket, it preserved both aspects of the pre-2004 Act treatment of such financial services income: (1) treating income that nominally met the definition of passive income (e.g., interest income) but that was earned in a financial business as not constituting passive income; and (2) including a limited amount of actual passive income as financial services income. The only change in the treatment of FSEs effected by the 2004 Act was that combining the financial services basket with the general basket permitted taxpayers to cross credit between general category income and financial services income (including passive income).

It is notable that Congress decided to retain the FSE definition, and thus reenacted the statutory language of the FSE standard without modification, instead of shifting to the more recently enacted AFE definition, or any aspect of it. Further, the legislative history to the 2004 Act explicitly confirmed both that the existing FSE definition from the 1988 FTC regulations should continue to apply, and that this meant there was no change to other provisions that “rely on the same concept,” including the QFI concept under the qualified deficit rules:

The provision does not alter the present law interpretation of what it means to be a “person predominantly engaged in the active conduct of a banking, insurance, financing, or similar business.” [Citing Treas. Reg. § 1.904-4(e).] Thus, other provisions of the Code that rely on this same concept of a “person predominantly engaged in the active conduct of a banking, insurance, financing, or similar business” are not affected by the provision. For example, under the “accumulated deficit rule” of section 952(c)(1)(B), subpart F income inclusions of a U.S. shareholder attributable to a “qualified activity” of a controlled foreign corporation may be reduced by the amount of the U.S. shareholder's pro rata share of certain prior year deficits attributable to the same qualified activity.²¹

The conference report then stated that for purposes of the definition of a QFI, the term predominantly engaged in the active conduct of a banking, insurance, financing, or similar business “is defined under present law by reference to the use of the term for purposes of the separate foreign tax credit limitations. The present-law meaning of 'predominantly engaged' for purposes of section 952(c)(1)(B) remains unchanged under the provision.”²²

Thus, notwithstanding the enactment of the section 954(h) AFE statute with a much narrower definition of the financial services entities qualifying under those rules, when amending section 904(d) in 2004, Congress specifically stated that it was retaining unchanged the existing FSE definition under section 904(d)(2)(C), both for foreign tax credit purposes and for purposes of the qualified deficit rules. The fact that the congressional reaffirmation of this definition occurred 16 years after it was implemented in great detail by regulations finalized in 1988, and soon after Congress adopted an entirely different definition for AFE purposes, demonstrates that these changes were not inadvertent.

This history also implicates the principles of the prior construction doctrine, to which we now turn.

D. The Prior Construction Doctrine Supports Retention of the Congressionally Endorsed Definition of a QFI

Under the prior construction doctrine, applied by courts in interpreting statutory language, Congress's action (and inaction) in the 2004 Act remains relevant to the implementation of the QFI rules today. That doctrine generally recognizes that when Congress reenacts a statutory provision that has been the subject of an established agency interpretation, such reenactment indicates congressional acceptance of that interpretation, which on that basis may not be lightly overturned; this canon should apply with particular force here given the legislative history's express approval of the former FSE definition.

The prior construction canon is well recognized by the Supreme Court. As summarized in the treatise on statutory construction coauthored by the late Justice Scalia, the doctrine recognizes that “[i]f a statute uses words or phrases that have already received authoritative construction by the jurisdiction's court of last resort, or even uniform construction by inferior courts or a responsible administrative agency, they are to be understood according to that construction.”²³ For example, the Supreme Court in Commissioner v. Noel's Estate, 380 U.S. 678 (1965), applied the following reasoning:

The Treasury Regulations remain unchanged from the time of the Ackerman decision and from that day to this Congress has never attempted to limit the scope of that decision or the established administrative construction of [section] 2042(2), although it has re-enacted that section and amended it in other respects a number of times. We have held in many cases that such a longstanding administrative interpretation, applying to a substantially re-enacted statute, is deemed to have received congressional approval and has the effect of law.²⁴

Accordingly, the 2004 Act amended section 904(d) but specifically retained the statutory FSE definition and, in doing so, the accompanying legislative history cited the 1988 FTC regulatory definition. Consistent with the prior construction doctrine, in light of that history, we recommend retaining the longstanding definition of an FSE for QFI purposes, and not altering that definition to conform to the AFE rules. Further, there is no policy reason for departing from the principles of the prior construction doctrine, as the role of qualified deficits U.S. international tax system was not changed by the TCJA.

E. The Role of Qualified Deficits Is Unchanged in the Post-TCJA System

In 2017, Congress enacted sweeping changes to the United States' international tax system. Notwithstanding the scope of those changes, the subpart F rules were left nearly untouched.²⁵ The qualified deficit rules were not amended and there was no indication in the legislative history that any change was intended. In fact, the section 965 transition tax rules expressly accommodated the continued availability of qualified deficits.²⁶

Further, the policy underpinning subpart F and the qualified deficit rules is equally applicable to the post-TCJA system. Under the new system, passive and mobile income continues to be subject to taxation immediately and at the full U.S. rate. The income subject to tax under subpart F continues to be generally determined by reference to current-year income except to the extent the qualified deficit rules permit a loss in one year to be carried forward. The continuing availability of qualified deficits to QFIs thus serves the same policy aims as before the TCJA was enacted, and nothing in the design of the post-TCJA system suggests that the availability of such carryovers should be restricted. Subpart F now limits the benefits of lower-rate taxation under GILTI or the participation exemption, rather than limiting the benefit of deferral as under pre-2018 law, but that difference does not suggest that there should be a change in the operation of the qualified deficit rules, which would be inconsistent with the TCJA's retention of the subpart F rules. Nor do any of the changes from the TCJA allow taxpayers to use qualified deficits to “shelter from U.S. tax income from passive investments by moving those investments into controlled foreign corporations with prior year deficits,”²⁷ because the restrictions placed on qualified deficits by Congress in the 1986 Act continue to ensure that qualified deficits are only available to offset income from the same qualified activity that gave rise to the loss.

III. Recommendation: Continue Existing QFI Definition

We recommend that any changes to the FSE definition apply only for section 904 purposes and that the final regulations retain the same definition of a QFI as under the 1988 FTC regulations. This approach would be consistent with the legislative and administrative development of the relevant provisions over the past 30 years, and will produce results for treasury centers, hedging centers, and other historic QFIs that match the economic reality of those operations. Conversely, importing the later-enacted AFE definition into the QFI context would be inconsistent with the history of these rules, and would result in non-economic taxation of treasury center operations.

If the final regulations modify the FSE definition for purposes of section 904(d), the existing QFI definition could be continued by adopting a new regulation that simply cross references Treasury regulation section 1.904-4(e) as in effect prior to its amendment, or that contains a definition of QFI that reflects the same elements as the definition of FSE under the existing section 904 regulations.²⁸

If this recommendation is not adopted, we would alternatively recommend adoption of a transition rule recognizing that extension of the AFE test to the QFI determination would depart from settled expectations based on longstanding congressional and administrative guidance.

IV. Alternative Recommendation: Preserve Existing Qualified Deficits under a Transition Rule

If the changes to the FSE definition are extended to restrict the scope of the QFI definition for qualified deficit purposes, we recommend that the regulations provide a transition rule that permits the appropriate use of existing qualified deficits. Such an approach would recognize the previously settled rules for qualified deficits, and the fact that taxpayers reasonably arranged their business operations in reliance on those rules. This included the use of treasury centers to serve as the single market-facing entity with respect to both financing and hedging transactions. These arrangements made business sense and produced reasonable tax results because, for example, hedging losses in one year could be used to offset income in a later year to the extent permitted under the qualified deficit rules.

As noted above, in order to use an existing qualified deficit to offset income in the current year, the CFC that earned the income must have been a QFI in the year the deficit occurred, and also be a QFI in the year the deficit is to be used. Changing the QFI definition would limit taxpayers' ability to apply existing qualified deficits, altering the tax consequences of transactions entered into by taxpayers in prior years. Moreover, we understand that this could require some taxpayers to adjust their financial statements to account for the loss of an existing tax attribute.

Taxpayers with significant hedging losses faced operational decisions about when to close out offsetting gain positions. While business considerations might counsel otherwise, in the absence of the ability to offset future income with accumulated deficits, closing out offsetting gains in the same taxable year would potentially have provided a means to avoid an overstatement of subpart F income over a multiple year period. But given the operation of the QFI rules under the 1988 FTC regulations, treasury centers did not historically operate under such constraints, and instead permitted business considerations to dictate the closing out of their positions.

Thus, at the time these operational decisions were being made by existing treasury centers, taxpayers were entitled to carry forward a net loss recognized in a particular year as a qualified deficit under the qualified deficit rules enacted in the 1986 Act, and in accordance with the interpretation of the statutory language in the 1988 FTC regulations. Adopting a new interpretation of those rules now will deny such taxpayers the ability to use existing qualified deficits, producing an unanticipated and uneconomic result.

Accordingly, any constriction of the scope of the definition of a QFI (while problematic for the reasons noted above), at a minimum should not affect the use of existing qualified deficits. If the QFI definition is modified in a way that restricts the ability of existing QFIs to maintain their QFI status, and to continue using their qualified deficits, then appropriate transition relief should be provided.

Transition relief permitting taxpayers to use their existing qualified deficits could be accomplished by the following rule:

For years following the adoption of the modified QFI definition, and solely for purposes of taking into account a qualified deficit accumulated prior to such adoption, the qualification of a CFC as a QFI is determined by applying the principles of 26 CFR 1.904-4(e) (revised as of April 1, 2019).

We also recommend that any modified QFI definition, whether or not accompanied by transition relief, be made prospective only and apply only to taxable years beginning on or after the date the final regulations are filed with the Federal Register.

V. Additional Technical Comment: Cross-Reference to Section 954(h)(3)(A)(i)

If Treasury regulation section 1.904-4(e) is amended as proposed, we would suggest considering whether the cross-reference to section 954(h)(3)(A)(i) in proposed Treasury regulation section 1.904-4(e)(1)(ii)(A) should be clarified with the following parenthetical: “(substituting the reference to 'such eligible controlled foreign corporation' with 'an individual or corporation').” This would avoid the possible implication that the use of the term “eligible foreign corporation” in section 954(h)(3)(A)(i) imports into proposed Treasury regulation section 1.904-4(e)(1)(ii)(A) the requirements that must be met to qualify as an eligible foreign corporation. This would be similar to the clarification already included in proposed Treasury regulation section i.904-4(e)(2)(i)(A)(i)(substituting the reference to "controlled foreign corporation" with "individual or corporation").

We appreciate the opportunity to submit these comments for your consideration and would welcome the opportunity to discuss this submission at your convenience.

Sincerely,

Michael J. Caballer

Robert E. Culbertson

Covington & Burling LLP
Washington, DC

cc:
Department of the Treasury

Jeffrey Van Hove, Deputy Assistant Secretary (Tax Policy)
Douglas L. Poms, International Tax Counsel
Jason Yen, Attorney-Advisor, Office of International Tax Counsel

Internal Revenue Service

William M. Paul, Deputy Chief Counsel (Technical)
Drita Tonuzi, Deputy Chief Counsel (Operations)
Peter Blessing, Associate Chief Counsel (International)
Daniel M. McCall, Deputy Associate Chief Counsel (International — Technical)
Barbara A. Felker, Branch Chief, Office of Associate Chief Counsel (International)
Melinda E. Harvey, Branch Chief, Office of Associate Chief Counsel (International)
Jeffrey L. Parry, Office of Associate Chief Counsel (International)