Insurance Group Seeks Removal of Some Rules Under PFIC Regs

August 26, 2019

Mr. David J. Kautter
Assistant Secretary for Tax Policy
U.S. Department of the Treasury
Internal Revenue Service
1111 Constitution Avenue, N.W.
Washington, DC 20224

Mr. Charles P. Rettig
Commissioner
1500 Pennsylvania Avenue, N.W.
Washington, DC 20220

Mr. Michael Desmond
Chief Counsel
Internal Revenue Service
1111 Constitution Avenue, N.W.
Washington, DC 20224

Mr. William M. Paul
Deputy Chief Counsel (Technical)
Internal Revenue Service
1111 Constitution Avenue, N.W.
Washington, DC 20224

Mr. Lafayette G. “Chip” Harter III
Deputy Assistant Secretary International Tax Affairs
U.S. Department of the Treasury
1500 Pennsylvania Avenue, N.W.
Washington, DC 20220

Re: Comments to Proposed PFIC Regulations Concerning Section 1298(b)(7) (IRS REG-105474-18)

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

This letter is in response to a request for comments made by the United States (“US”) Department of Treasury and the Internal Revenue Service (collectively, “Treasury”) in REG-105474-18, issued on July 10th, 2019 (“the Proposed Regulations”). The Proposed Regulations provide guidance under sections 1291, 1297, and 1298 of the Internal Revenue Code's passive foreign investment company (“PFIC”) rules.¹ The comments in this letter concern certain guidance in the Proposed Regulations on the application of section 1298(b)(7) (the “Domestic Look-Through Rule” or “DLTR”).

I. Background

White Mountains is a foreign corporation that is publicly traded on the NYSE. As with other NYSE listed companies, our shareholder base appears to be substantially comprised of US persons. Our long-standing operating model is to acquire businesses in the insurance, financial services and related industries and operate those businesses through subsidiaries both inside and outside the US. In some cases, we may dispose of our holdings in these businesses when attractive sales opportunities arise. We believe that certain provisions of the Proposed Regulations could materially impact our company, and we appreciate the opportunity to submit comments on the Proposed Regulations.

II. Summary of comments

The Proposed Regulations bring desirable clarity to the operation of the PFIC regime. In certain respects, however, the Proposed Regulations have initiated an unexpected change in the understanding of certain PFIC provisions that has been generally applied by affected taxpayers and their advisers for many years.

Specifically, the Proposed Regulations set forth two anti-abuse rules in Prop. Treas. Reg. §1.1298-4(f) that serve as preconditions to qualify for the DLTR (the “Proposed Anti-Abuse Rules”). Further, if a foreign corporation is not otherwise treated as a PFIC as a result of the application of the DLTR, Prop. Treas. Reg. §§1.1298-4(e) and 1.1291-1(b)(8)(ii)(B) of Proposed Regulations would treat that foreign corporation as a PFIC solely for purposes of attributing ownership in lower-tier PFICs held directly or indirectly by the corporation to its minority US shareholders (the “Proposed Attribution Rule”). Collectively, the Proposed Anti-Abuse Rules and Proposed Attribution Rule are referred to herein as the “Proposed Rules.”

The Proposed Rules contradict the plain language of section 1298(b)(7), its legislative history, and the underlying intent of the PFIC regime generally. If finalized in their current form, the Proposed Rules would significantly diminish the applicability of the DLTR to only a narrow set of circumstances not common in US corporate structures. The Proposed Rules represent a significant departure from practitioners' common understanding of the application of the DLTR developed over the course of the 30 years since its enactment. Further, the Proposed Rules would likely impose a widespread, unworkable compliance burden on US persons that otherwise would not be subjected to the PFIC regime. Finally, the Proposed Rules are inconsistent with US tax policy that encourages investment in the US, including the intent of Congress in its passage of the TCJA.²

For the above reasons, we do not believe that the Proposed Rules are necessary or appropriate to carry out the purposes of section 1298(b)(7) or the PFIC regime, and we respectfully request that Treasury amend the proposed regulations by withdrawing the Proposed Rules.

III. PFIC regime

Congress historically has expressed concern with the ability of US persons to defer US federal income tax through the use of foreign corporations not subject to current US federal income tax, and, by disposing of shares of such corporations, to convert the untaxed ordinary income of these foreign corporations to capital gain eligible for preferential tax rates. The PFIC regime, enacted as part of the Tax Reform Act of 1986 (“'86 Act”)³, was Congress' attempt to address deferral and character conversion concerns arising from US persons investing in widely held, offshore mutual funds.⁴ The Bluebook to the '86 Act explains that Congress intended the PFIC regime to eliminate a distortion that encouraged investments outside the US rather than inside the US:

Congress did not believe that tax rules should effectively operate to provide US investors tax incentives to make investments outside the United States rather than inside the United States. Since current taxation generally is required for passive investments in the United States, Congress did not believe that US persons who invest in passive assets should avoid the economic equivalent of current taxation merely because they invest in those assets indirectly through a foreign corporation.⁵

From the outset of the PFIC regime, Congress intended that a foreign corporation should be treated as a PFIC only if a significant proportion of its total assets and income is of a type that: (1) could be easily held through a foreign corporation instead of a US person directly, and (2) give rise to deferral/character conversion opportunities. Under the mechanical rules Congress enacted, a foreign corporation (“tested foreign corporation” or “TFC”) is a PFIC if, for its taxable year, (1) at least 75% of its gross income is “passive” income (“Income Test”); or (2) the average percentage of its assets that produce passive income (or are held in the production of passive income) is at least 50% (“Asset Test”) (the “PFIC Tests”).⁶ Unless an exception applies, “passive income” means any income that would be foreign personal holding company income (“FPHCI”) as defined in section 954(c) of the Subpart F rules for controlled foreign corporations (e.g., dividends, interest, rents, royalties, certain gains, etc.).⁷ Until the Proposed Regulations, Treasury and the courts have provided little guidance addressing the application of the PFIC Tests, and practitioners have developed a common set of understandings on how the complex set of mechanical rules to determine PFIC status are applied based in large part upon the plain language of the statute and Congress' intent in enacting the PFIC regime.⁸

Section 1298 contains attribution rules that may treat a US person as owning PFIC stock that is owned directly or indirectly through a foreign corporation, partnership, estate or trust. Section 1298(a)(2) generally treats stock owned by a corporation as owned by a direct or indirect shareholder of the corporation (in proportion to the shareholder's ownership of the corporation) if the shareholder owns, directly or indirectly, more than 50% in the value of the corporation. The 50% ownership threshold does not apply if the corporation is a PFIC.⁹

IV. The Domestic Look-Through Rule

The PFIC rules were significantly amended as part of the Technical and Miscellaneous Revenue Act of 1988 (the “'88 Act”).¹⁰ Enacted as part of the '88 Act as a technical correction to '86 Act, the DLTR provides that, if the TFC is subject to the accumulated earnings tax (“AET”) under section 531 and owns at least 25% (by value) of a domestic corporation, then any stock (“qualified stock”) held by such domestic corporation in a domestic C corporation that is not a regulated investment company or real estate investment trust will be treated as a non-passive asset for the Asset Test and any gross income with respect to such qualified stock will be non-passive income for the Income Test.

Legislative history suggests that the DLTR was part of Congress' attempt in the '88 Act to better align the mechanical PFIC Tests to the intent of the PFIC regime:

The bill further treats stock of certain US corporations owned by another US corporation which is at least 25-percent owned by a foreign corporation as a non-passive asset. Under this rule, in determining whether a foreign corporation is a PFIC, stock of a regular domestic C corporation owned by a 25-percent owned domestic corporation is treated as an asset which does not produce passive income (and is not held for the production of passive income), and income derived from that stock is treated as income which is not passive income. Thus, a foreign corporation, in applying the look-through rule available to 25-percent owned corporations will be treated as owning nonpassive assets in these cases. This rule does not apply, however, if, under a treaty obligation of the United States, the foreign corporation is not subject to the accumulated earnings tax, unless the corporation agrees to waive the benefit under the treaty. This rule is designed to mitigate the potential disparate tax treatment between US individual shareholders who hold US stock investments through a US holding company and those who hold those investments through a foreign holding company. If a foreign investment company attempts to use this rule to avoid the PFIC provisions, it will be subject to the accumulated earnings tax and, thus, the shareholders of that company will be subject to tax treatment essentially equivalent to that of the shareholders of PFICs.¹¹

The legislative history to the '88 Act is imbued with Congress' understanding that the PFIC Tests described in the '86 Act could cause a TFC that simply holds significant investments through US corporations to be a PFIC, and that such a result was not necessarily warranted. Congress understood that subjecting a US person to the PFIC rules in this circumstance potentially undermines its original intent with respect to the PFIC regime, namely, to bring parity between investments held through US corporations and foreign corporations only when a substantial portion of the foreign corporation's total assets and income would give rise to deferral/character conversion opportunities.

By imposing a relatively stringent set of requirements to qualify for the DLTR, Congress clearly defined a class of assets — qualified stock — that do not give rise to the deferral and character conversion concerns that the PFIC regime it enacted two years before was intended to address. Because the issuer of qualified stock (“Qualified Stock Issuer”) must be a domestic corporation that is not a regulated investment company or real estate investment trust, corporate-level US federal income tax will be assessed on its income on a current basis. Moreover, dividends paid by the Qualified Stock Issuer and gain on a disposition of qualified stock will be subject to corporate-level US federal income tax in the hands of the 25%-owned domestic corporation. The AET also addresses any deferral and character conversion concerns by imposing an additional tax on the earnings derived through the Qualified Stock Issuer if they are found to accumulate instead of being distributed to shareholders.

Moreover, it is clear from the legislative history that Congress understood that the DLTR may cause a TFC to not be a PFIC, and that such a result is permitted (whether or not intended by the TFC) provided that the TFC is subject to the AET. In this way, Congress determined that the AET is a sufficient backstop against deferral and character conversion concerns for a TFC that is not a PFIC due to the DLTR.

Based on the legislative history, plain language of the statute and limited other guidance, the broad practitioner community has long understood that the statutory requirements of the DLTR are alone sufficient for the DTLR to apply to a TFC's PFIC Tests.^12,13

V. The Proposed Rules

A. Proposed Anti-Abuse Rules

The first anti-abuse rule requires the TFC to prove, as a precondition for qualifying for the DLTR, that it would not be a PFIC under an alternative income and asset test that excludes qualified stock and income received with respect to qualified stock (the “Hypothetical PFIC Tests”).¹⁴ The application of the Hypothetical PFIC Tests is demonstrated by the following example:

Facts: FP owns 100% of D1, a domestic corporation. D1's only asset is 10% of the stock of D2, which is qualified stock. FP also owns 100% of FS1, a foreign corporation. FS1 has $49 of gross assets, which are all passive. FP has no gross assets other than its stock in D1 and FS1. FP is subject to the AET.

Result: Absent the Proposed Rules, the General Look-Through Rule applies with respect to D1 and FS1, and the DLTR applies with respect to D2 stock. The DLTR treats D2 stock as just like any other non-passive asset. As a result, FP's gross non-passive assets are more than 50% of its total assets ($51 / ($51 + $49) = 51%).¹⁵

The Hypothetical PFIC Tests require an income and asset computation that takes into account the General Look-Through Rule, but excludes D2 stock. In this case, FP's hypothetical asset test is 100% passive ($49 / $49). Because FP's hypothetical asset test is 50% or more passive, the DLTR does not apply for purposes of FP's Asset Test and Income Test. Consequently, notwithstanding the plain language of section 1298(b)(7), the stock of D2 is treated as passive and FP's Asset Test is 100% passive (($49 + $51) / ($49 + $51)).

The second anti-abuse rule (the “Principal Purpose Test”)¹⁶ denies the DLTR to a TFC when the TFC forms or acquires the 25%-owned domestic subsidiary and the subsidiary is not engaged in an active trade or business in the US. If the subsidiary is engaged in an active trade or business in the US, the DLTR will not apply if a principal purpose for forming or acquiring the 25%-owned domestic subsidiary is to avoid PFIC status. The existence of an active trade or business is generally determined under Treas. Reg. §1.367(a)-2(d)(2) and (3), except that officers and employees of the 25%-owned domestic subsidiary do not include officers and employees of related entities (subject to limited exceptions).

B. Proposed Attribution Rule

The Proposed Attribution Rule excludes the DLTR altogether for purposes of section 1298(a)(2).¹⁷ Therefore, if a TFC is not a PFIC because of the application of the DLTR, it will be treated as a PFIC for section 1298(a)(2) attribution purposes, apparently causing the TFC's minority US shareholders to be treated as owning their proportionate interest in the stock of any lower-tier PFIC of the TFC, regardless of their level of ownership interest in the TFC.^18, 19

VI. Comments on Proposed Rules

A. The Proposed Anti-Abuse Rules would preclude section 1298(b)(7) from applying to most common US structures

The Proposed Anti-Abuse Rules, if finalized in their current form, would likely eliminate the applicability of the DLTR to the point of effectively repealing the statutory provision itself, except in very narrow circumstances. For legal, regulatory, and operational reasons, it is commonplace in the US for corporate activities to be organized through a parent holding company and one or more operating subsidiaries. Therefore, even if a TFC can meet the additional requirements of the Hypothetical PFIC Tests, the active trade or business requirement of the Principal Purpose Test likely eliminates the availability of the DLTR for most TFCs with US groups. On this basis alone, the Proposed Anti-Abuse Rules suggest an interpretation of the DLTR that is far more restrictive than supported by the statutory text or the legislative history.²⁰

B. Prop. Treas. Reg. §1.1298-4(f)(1) supersedes the statute

The Hypothetical PFIC Tests required by Prop. Treas. Reg. §1.1298-4(f)(1) essentially rewrite section 1298(b)(7). The Hypothetical PFIC Tests become the PFIC Tests when the DLTR would cause a TFC to not be classified as a PFIC. Prop. Treas. Reg. §1.1298-4(f)(1) is therefore inconsistent with the statutory framework that requires a foreign corporation's PFIC determination to be based on its proportion of total gross assets and income that are of the type that Congress identified as presenting character conversion/deferral opportunities. As discussed in Part IV, Congress designed the requirements of the DLTR to ensure that qualified stock did not present character conversion/deferral opportunities, and intended qualified stock and related income to be treated as non-passive for purposes of a TFC's PFIC determination.

C. The active trade or business requirement in the Principal Purpose Test is not necessary to facilitate Congressional intent of section 1298(b)(7) or the PFIC regime generally

The legislative history to the DLTR plainly states that Congress designed it to mitigate the US tax consequences of holding US stock through a foreign “holding company” compared with a US “holding company.”²¹ In direct contradiction to this Congressional intent, under the Principal Purpose Test a 25%-owned domestic corporation that is a pure holding company, including one that holds investments for its own account, will not qualify for the DLTR.²²

The active trade or business requirement suggests a repurposing of the PFIC regime that requires an item of income to be derived by an active business in order to be treated as non-passive. Although the term “active income” is used colloquially among practitioners, there is no such term defined in the PFIC regime. Rather, because Congress designed the PFIC Tests to measure the proportion of a TFC's total gross assets and gross income that is “passive,” an item of gross income or gross assets that is not passive must be “non-passive.” “Passive income” is the technical term of art chosen by Congress to define the type of income that Congress felt could be held by US persons through foreign corporations to gain deferral and character conversion benefits. As in many other statutory contexts, the technical term does not overlap precisely with the dictionary definition or the colloquial meaning.

As discussed in Part IV, Congress designed the requirements of the DLTR such that the income earned with respect to qualified stock would not constitute the type of “passive income” that the PFIC rules were created to police, while subjecting other income and assets of the TFC (including other income and assets of the 25%-owned domestic subsidiary) to the standard passive/non-passive analysis of the PFIC rules. Accordingly, it is unnecessary and inappropriate, based on the text and intent of the PFIC regime, to impose an additional requirement that income can only be non-passive if it is derived by an “active” business.

D. The premise that an abuse exists where a TFC holds passive assets, yet is not a PFIC because its investments through U.S. corporations qualify for section 1298(b)(7), is not supported by Congressional intent of section 1298(b)(7) or the PFIC regime generally

The rationale for the Proposed Rules provided in the preamble to the Proposed Regulations indicates a concern by Treasury that foreign corporations may utilize the DLTR to avoid PFIC status by holding a sufficient amount of what otherwise would be passive assets through a two-tiered domestic structure that meets the requirements of the DLTR.²³ Further, the preamble notes an apparent concern with a fact pattern where a widely-held TFC is not a PFIC as a result of the DLTR, and the TFC owns lower-tier PFICs that are not attributed under section 1298(a)(2) to US persons that own the TFC on account if its status as a non-PFIC.²⁴

It is clear from legislative history cited in Part IV above, however, that Congress specifically contemplated a foreign corporation using the DLTR to avoid PFIC status, subject only to the limitation that the TFC be subject to the AET.²⁵ As discussed in Part IV, Congress determined that the statutory requirements of the DLTR (taking into account the AET and all rules concerning its scope and application) ensure that qualified stock is not the type of passive asset that gives rise to Congress' concerns, and likewise that the income earned with respect to qualified stock is not the type of income the PFIC regime addresses. From a policy perspective, a TFC with assets held through a US structure that meets the requirements of the DLTR (and therefore subject to two levels of US federal income tax) is preferable to a TFC holding such assets offshore because the TFC with assets qualifying for the DLTR has fewer deferral and character conversion opportunities.

Rather than being an abuse, the mere fact that qualified stock and related income per se may be sufficient in quantity to counterbalance other passive assets and income of the TFC such that the TFC is not a PFIC is a natural function of the mechanical PFIC Tests that Congress built into the PFIC regime.²⁶ As such, the Proposed Rules are wholly unnecessary to facilitate Congressional intent with respect to the PFIC regime and are completely contrary to Congressional intent with respect to the DLTR.

More generally, the Bluebook to the '86 Act suggests that Congress well understood the possibility of non-passive assets causing a TFC to not be classified as a PFIC, and indicated that unless there is a clear separation of the economics afforded to shareholders with respect to passive and non-passive assets, the TFC's PFIC determination will be based on general, mechanical PFIC Tests.²⁷ If Treasury has identified specific arrangements to “block” a PFIC from being treated as owned by US persons through one or more intervening corporations, we recommend a more targeted approach that would be consistent with Congressional intent, rather than the Proposed Rules. For example, section 1298(b)(4) grants regulatory authority to treat separate classes of stock (or other interests) in a corporation as interests in separate corporations, “where necessary to carry out the purposes” of the PFIC regime.

E. If finalized in its current form, the Proposed Attribution Rule is likely to have a widespread impact and impose potentially unworkable compliance burdens on US persons who hold shares in foreign corporations listed for trading on US securities exchanges

i. Widespread impact

The Proposed Attribution Rule, if finalized in its current form, would have a widespread impact, and would have a disproportionately harsh effect on certain industries. For instance, as a result of the TCJA many industries were incentivized to repatriate offshore assets and operations to the US, and in fact many companies have already done such restructuring. To the extent the DLTR applies to TFCs that have brought additional assets and income onshore, the Proposed Attribution Rule — by turning off the DLTR — may make it more likely such TFCs will be treated as PFICs for section 1298(a)(2) attribution purposes.

The insurance industry was particularly impacted by the TCJA, and many US insurance companies with cross-border insurance and reinsurance arrangements brought significant assets and income onshore in response to section 59A. Insurance companies hold significant investment assets to support their obligations to policyholders. Under Prop. Treas. Reg. §1.1297-5, a TFC with a domestic insurance group is afforded non-passive treatment with respect to the income and assets of a domestic insurance company subsidiary — but, just like the DLTR, this exception does not apply for section 1298(a)(2) attribution purposes.²⁸ Under the Proposed Regulations, for section 1298(a)(2) purposes multinational insurance groups that brought significant assets onshore in response to 2017 tax reform are now not only denied non-passive treatment for those US operations under Prop. Treas. Reg. §1.1297-5, but are also denied the DLTR, making it extremely likely that a multinational insurance group with significant US operations is a PFIC for section 1298(a)(2) attribution purposes.

ii. Unworkable administrative burden

The ability of a shareholder to comply with the PFIC rules becomes increasingly difficult with respect to lower-tier PFICs through which the indirect ownership rules of section 1298 apply. A shareholder that owns more than 50% of the value of a corporation presumably can compel the corporation to provide the necessary PFIC information on lower-tier subsidiaries. Whether or not intended, the 50% ownership threshold in section 1298(a)(2) that would apply to a non-PFIC foreign parent serves as a practical limit against what would otherwise easily prove to be an often unworkable administrative burden on a minority shareholder. At the same time, a foreign-parented corporation that is a PFIC is likely more attuned with the PFIC regime applicable to its direct shareholders, and the necessity to make available information with respect to lower-tier PFICs.

As an example of the potential administrative burden faced by a minority US shareholder if the Proposed Attribution Rule is finalized in its current form, consider the following:

Facts: FP, a publicly-traded foreign corporation, owns domestic corporation D1, which in turn owns domestic corporation D2. FP owns, directly or indirectly, interests in foreign corporations FS1-FS22. Foreign corporations that are PFICs are shaded. FP is not a PFIC as a result of the DLTR being applicable. However, absent the DLTR, FP would be a PFIC.

Result: For section 1298 attribution purposes, the Proposed Attribution Rule treats FP as a PFIC and all US persons that are shareholders of FP will be attributed ownership in lower-tier PFICs held directly or indirectly by FP.

The administrative burden that would be imposed, unexpectedly and in conflict with the common assumptions of publicly traded corporations and their US investors, upon FP and its US shareholders is significant. US minority shareholders that, under current law, are not subject to the PFIC rules with respect to their ownership in FP must first understand whether or not FP is a PFIC under an alternative reality that excludes the DLTR from FP's PFIC Tests. Once this determination has been made, the shareholders must obtain and understand information on the complex ownership structure of FP's lower-tier PFICs and then determine whether they are treated as owning any of the lower-tier PFICs. The shareholders would be required to obtain information on each of the lower-tier PFICs, including their ownership percentages, dates of any acquisitions/dispositions, and historical and current distributions.²⁹

Since FP has historically not been a PFIC, FP may not have sufficient PFIC information with respect to its lower-tier investments, having relied on section 1298(a) not attributing ownership of any lower-tier PFICs to its minority US stockholders. For example, FP may be unable to obtain sufficient information to even determine whether its minority investments in foreign entities are PFICs (e.g., FS15), or whether such foreign entities are willing or able to provide PFIC information that can be passed on to FP's stockholders.³⁰

F. The Proposed Rules are inconsistent with US tax policy encouraging repatriation of offshore earnings and investing in US-based income producing activities and assets

The Proposed Rules would cause US persons that otherwise are not subject to (or expected to be subject to) the PFIC rules to become shareholders in a PFIC. Because of the detrimental US federal income tax consequences to US persons owning PFIC stock, including the onerous reporting requirements discussed in Part VI.E, the Proposed Rules have the potential to disrupt capital markets for foreign-listed multinational groups with US structures and a US shareholder base. As such, the Proposed Rules will incentivize foreign-based groups to unwind their US structures, particularly when the assets and income held in the US remain subject to two levels of US tax.

By discouraging investments in the US, the Proposed Rules are contrary to the purposes of the PFIC regime. As discussed in Part III, Congress intended the PFIC regime to level the playing field between holding investments in foreign corporations (where opportunities existed to defer income from US tax and convert ordinary income to capital gain) and US corporations. The DLTR was designed to mitigate a result under the mechanical PFIC Tests that could cause a foreign corporation holding predominantly US investments to be treated as a PFIC when such US investments do not create the type of deferral and character conversion opportunities that the rules were intended to target. By limiting the applicability of the DLTR and discouraging a TFC from making investments through US corporations, the Proposed Rules undo the work of Congress in enacting the DLTR, and take the PFIC regime further away from Congress' original intent.

More generally, US tax policy, including as recently enacted in the TCJA, encourages bringing assets, activities, and investments onshore.³¹ The Proposed Rules, by discouraging US-domiciled investments, are directly antithetical to general US tax policy encouraging US investment.³²

VII. Conclusion

The Proposed Rules are issued under the authority granted by section 1298(g), which provides Treasury the authority to issue regulations as “may be necessary or appropriate to carry out the purposes of [the PFIC regime].”³³ Based on the reasons discussed in Parts VI.A-F, the Proposed Rules are neither necessary nor appropriate to carry out the purposes of the PFIC regime. On this basis, we respectfully request that Treas. Reg. §§ 1.1298-4(e), (f), and 1.1291-1(b)(8)(ii)(B) be withdrawn by Treasury.

We appreciate any thoughts or comments you may have with respect to this letter.

Sincerely,

G. Manning Rountree
Chief Executive Officer
White Mountains

Copies to:

Jeffrey Van Hove
Senior Advisor
U.S. Department of the Treasury
1500 Pennsylvania Avenue, N.W.
Washington, DC 20220

Mr. Douglas Poms
International Tax Counsel
U.S. Department of the Treasury
1500 Pennsylvania Avenue, N.W.
Washington, DC 20220

Mr. Brett York
Senior Attorney Advisor
U.S. Department of the Treasury
1500 Pennsylvania Avenue, N.W.
Washington, DC 20220

Ms. Angela Walitt
Attorney Advisor
U.S. Department of the Treasury
1500 Pennsylvania Avenue, N.W.
Washington, DC 20220

Ms. Josephine Firehock
Attorney Advisor
Internal Revenue Service
Office of Chief Counsel (International)
1111 Constitution Avenue, N.W.
Washington, DC 20224

Mr. Robert H. Dilworth
P.O. Box 40813
Washington, DC 20016

Mr. Christopher K. Fargo
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475

Mr. Stephen L. Gordon
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475

Mr. Kenneth J. Kies
The Federal Policy Group
101 Constitution Avenue, N.W. Suite 701E
Washington, DC 20001

Mr. Jeff R. Levey
Washington Council Ernst & Young
1101 New York Avenue, N.W.
Washington, DC 20005-4213

Mr. Christopher Ocasal
Ernst & Young LLP
1101 New York Avenue, N.W.
Washington, DC 20005-4213