International Tax Update

Transcription

1 International Tax Update Stephen Bates Jose Murillo Cynthia Yu 3 May 2016

2 Disclaimers This presentation is provided solely for the purpose of enhancing knowledge on tax matters. It does not provide tax advice to any taxpayer because it does not take into account any specific taxpayer s facts and circumstances These slides are for educational purposes only and are not intended, and should not be relied upon, as accounting advice. 2

3 Presenters Stephen Bates Tax Partner San Francisco, CA Cynthia Yu Tax Partner Los Angeles, CA Jose Murillo Tax Partner Washington DC 3

4 Agenda Proposed Section 385 Regulations BEPS Considerations and IP Alignment Source of Services Income Foreign Tax Credit Planning 4

5 Proposed Section 385 Regulations 5

6 Section 385 and its History Section 385(a) authorizes the Secretary to prescribe such regulations as may be necessary or appropriate to determine whether an interest in a corporation is treated as stock or indebtedness (in whole or in part) for purposes of the Code. Section 385(b) provides that the regulations prescribed under section 385 shall set forth factors to be taken into account in determining whether an interest in a corporation is stock or indebtedness. Section 385(b) identifies certain factors that may be taken into account for this purpose. Section 385 was amended in 1989 and Section 385(a) was amended in 1989 to authorize the Secretary to issue regulations to treat an interest in a corporation as part stock and part indebtedness. Section 385(c) was added in 1992 to provide that the issuer s characterization (as of the time of issuance) of an interest in a corporation is stock or indebtedness is binding on the issuer and on all holders of the interest (but not on the Secretary). 6

7 Summary of Proposed Regulations 1. Permit the Commissioner to treat certain purported debt instruments as part debt and part stock, consistent with the instrument s substance. 2. Identify certain threshold documentation and information that must be prepared and maintained, within specified periods, for a purported instrument issued by a corporation to a related party to be treated as indebtedness. 3. Subject to certain exceptions, treat a debt instrument issued by a corporation to a member of its expanded group in the following transactions as stock: In a distribution; In exchange for stock of a member of the expanded group; In exchange for property in an asset reorganization to the extent the instrument is received as boot by a shareholder of the target in the asset reorganization; In exchange for property if issued with a principal purpose of funding a proscribed distribution or acquisition described above; or With a principal purpose of avoiding the application of Prop. Reg or The proposed regulations generally do not apply to any debt instrument that is an intercompany obligation as defined in Reg (g)(2)(ii). 7

8 Effective/Applicability Dates The threshold information/documentation requirements and the rule permitting the IRS Commissioner to treat a purported debt instrument as part debt and part stock would apply to purported debt instruments issued (or deemed issued) on or after the date final regulations are published and to debt instruments deemed issued prior to that date as a result of an entity classification election filed on or after such date. Subject to a transition rule, the rules that would treat certain debt instruments as stock would apply to any such debt instruments issued on or after 4 April 2016 (the date the proposed regulations were filed for public inspection by the Federal Register), and to any debt instruments deemed issued prior to such date as a result of an entity classification filed on or after such date. Any debt instrument treated as stock under the proposed regulations that is issued prior to the date on which final regulations are published is treated as debt until the 90 th day after the date on which final regulations are published. Any debt instrument treated as stock under the proposed regulations that is held by a member of the issuer s expanded group on the 90 th day after the date on which final regulations are published shall be deemed exchanged for stock of the issuer of the debt instrument on such 90 th day. 8

9 Prop. Reg (d): Treatment of an Interest as Part Debt and Part Stock The proposed regulations would permit the Commissioner to treat as part debt and part stock any debt instrument issued by a member of a modified expanded group that is held by another member of that modified expanded group to the extent that an analysis, as of the date of issuance, of the relevant facts and circumstances results in the determination that such treatment is proper. An expanded group means 1 or more chains of corporations connected through stock ownership with a common parent corporation, but only if the common parent owns directly or indirectly stock in at least 1 other corporation possessing at least 80 percent of the total voting power or total value of the stock of such corporation, and stock possessing at least 80 percent of the total voting power or total value of the stock of each other corporation (except the common parent) is owned directly or indirectly by one or more of the other corporations. A modified expanded group is an expanded group, but determined by substituting 50 percent for 80 percent and by including any partnership in which one or more members of a modified expanded group own, directly or indirectly, at least 50 percent of the interests in partnership capital or profits. Any person treated, under section 318, as owning at least 50 percent of the value of the stock of a modified expanded group member is treated as a member of the modified expanded group. 9

10 Prop. Reg (b): Documentation and Information Requirements Subject to certain exceptions, an expanded group instrument is treated as stock if certain threshold documentation and information is not prepared and/or maintained. Exceptions apply to an expanded group with assets and revenues below certain thresholds or with no members with stock traded on an established market. An expanded group instrument ( EGI ) is an debt instrument issued by a member of an expanded group that is held by another member of that expanded group. The documentation and information prepared with respect to an EGI must establish, That the issuer has entered into an unconditional and legally binding obligation to pay a sum certain on demand (or at one or more fixed dates) and that the holder has the rights of a creditor to enforce the EGI; That, as of the date of issuance of the EGI and taking into account all relevant circumstances (including all other obligations of the issuer as of that date and reasonably anticipated to be incurred after such date), the issuer s financial position supported a reasonable expectation that the issuer intended to, and would be able to, meet its obligations under the terms of the EGI; After issuance, written evidence of payments with respect to the EGI and, if no such payments are made, of the holder s reasonable exercise of the diligence and judgment of a creditor. The proposed regulations specify deadlines by which the threshold documentation and information must be prepared. 10

11 Proposed regulation documentation requirements (cont d) Requirements In general Umbrella agreements Types of documents Unconditional obligation to pay a sum certain Creditor s rights What else do you need? Reasonable expectation of ability to repay As of date of issuance Includes reasonably anticipated obligation Examples of required information 3rd party reports Actions evidencing debtor-creditor relationship Payments of principal and interest Events of default and similar events Timely preparation requirements 11

12 Proposed regulation documentation requirements (cont d) Special rules Revolvers Cash pooling arrangements Timing of characterization as stock Special consequences of characterization In general Disregarded entity issuer Partnership issuer No affirmative use / anti-avoidance 12

13 Prop. Reg (b)(2): General Rule Subject to certain exceptions, a debt instrument is treated as stock for all federal tax purposes to the extent it is issued by a corporation to a member of its expanded group, In a distribution with respect to its stock; In exchange for stock of a member of the same expanded group ( expanded group stock ), other than in an exempt exchange; or In exchange for property in an asset reorganization to the extent that, pursuant to the plan of reorganization, the debt instrument is received as boot by a corporation that is a shareholder of the target corporation and a member of the issuer s expanded group immediately before the reorganization. An exempt exchange means an acquisition of expanded group stock in which the transferor and transferee of the stock are parties to an asset reorganization, and either Section 361(a) or (b) applies to the transferor of the expanded group stock and the stock is not transferred by issuance; or Section 1032 or applies to the transferor of the expanded group stock and the stock is distributed by the transferee pursuant to the plan of reorganization. 13

14 (g)(3), Example 1 Distribution of a debt instrument Facts. On Date A in Year 1, FS lends $100x to USS1 in exchange for USS1 Note A. On Date B in Year 2, USS1 issues USS1 Note B, which is has a value of $100x, to FP in a distribution. Analysis. Because USS1 Note B is issued by USS1 to FP, a member of USS1 s expanded group, in a distribution, USS1 Note B is treated as stock when issued under Prop. Reg (b)(2)(i) and -3(d)(1)(i). Accordingly, USS1 is treated as distributing USS1 stock to FP in a distribution that is subject to 305. Because USS1 Note B is treated as stock for federal tax purposes when it is, USS1 Note B is not treated as property for purposes of the Funding Rule of Prop. Reg (b)(ii)(A) because it is not property within the meaning specified in 317(a). Accordingly, USS1 Note A is not treated as funding the distribution of USS1 Note B. 14

15 (g)(3), Example 2 Debt instrument issued for expanded group stock that is then exchanged for stock in a corporation that is not a member of the same expanded group Facts. On Date A of Year 1, USS1 issues USS1 Note to FP in exchange for FP stock. On Date B of Year 1, USS1 transfers the FP stock to UST s shareholders, which are not members of the FP expanded group, in exchange for all the UST stock. Analysis. Because USS1 and FP are members of the same expanded group, USS1 Note is treated as stock when issued under Prop. Reg (b)(2)(ii) and -3(d)(1)(i). This result applies even though, pursuant to the same plan, USS1 transfers the FP stock to persons that are not members of the FP expanded group. The exchange of USS1 Note for FP stock is not an exempt exchange. Because the USS1 Note is treated as stock for federal tax purposes Treas. Reg (b)-10(a) cannot apply. Because the General Rule treats the USS1 Note as stock, the USS1 Note is not debt for purpose of the Funding Rule. 15

16 (g)(3) Example 3 Issuance of a note in exchange for expanded group stock Facts. On Date A in Year 1, USS1 issues USS1 Note to FP in exchange for 40% of FP s stock in FS. Analysis. Because USS1 and FP are members of the same expanded group, USS1 Note is treated as stock when issued under Prop. Reg (b)(2)(ii) and -3(d)(1)(i). The exchange of USS1 Note for FS stock is not an exempt exchange because USS1 and FP are not parties to a reorganization. Because USS1 Note is treated as stock for federal tax purposes when issued, USS1 Note is not treated as property for purposes of 304(a) because it is not property within the meaning specified in 317(a). Therefore, USS1 s acquisition of FS stock from FP in exchange for USS1 Note is not an acquisition described in 304(a)(1). Because USS1 Note is treated as stock for federal tax purposes when issued, USS1 Note is not treated as debt for purposes of the Funding Rule. 16

17 Prop. Reg (b)(3): Funding Rule Subject to certain exceptions, a debt instrument is treated as stock to the extent it is issued by a corporation (funded member) to a member of its expanded group in exchange for property with a principal purpose of funding (a principal purpose debt instrument ), A distribution of property by the funded member to a member of its expanded group, other than a distribution of stock pursuant to an asset reorganization that is permitted to be received without the recognition of gain or income under section 354(a)(1) or 355(a)(1), or that is not treated as boot under section 356; An acquisition of expanded group stock, other than in an exempt exchange, by the funded member from a member of its expanded group in exchange for property other than expanded group stock; or An acquisition of property by the funded member in an asset reorganization to the extent that, pursuant to the plan of reorganization, a corporation that is a shareholder of the target corporation and a member of the funded member s expanded group immediately before the reorganization receives boot with respect to its stock in the target in the reorganization. 17

18 Prop. Reg (b)(3): Funding Rule Whether a debt instrument is a principal purpose debt instrument is determined based on all facts and circumstances, whether the instrument is issued prior to or after a distribution or acquisition. Per se treatment: Subject to an ordinary course exception, a debt instrument is treated as a principal debt instrument if it is issued during the period beginning 36 months before the date of a relevant distribution or acquisition, and ending 36 months after the date of the relevant distribution or acquisition (72-month period). Ordinary Course Exception: The Per-Se Treatment does not apply to a debt instrument that arises in the ordinary course of the issuer s trade or business in connection with the purchase of property or the receipt of services to the extent that it reflects an obligation to pay an amount that is currently deductible by the issuer under section 162 or currently included in the issuer s cost of goods sold or inventory, provided that the amount of the obligation outstanding at no time exceeds the amount that would be ordinary and necessary to carry on the trade or business of the issuer if it was unrelated to the lender. Rules are provided to coordinate the application of the Funding Rule when multiple debt instruments may be treated as principal purpose debt instruments, or when a debt instrument may be treated as funding more than one distribution or acquisition. 18

19 (g)(3), Example 4 Funding occurs in same taxable year as distribution Facts. On Date A in Year 1, FP lends $200x to CFC in exchange for CFC Note A. On Date B in Year 1, CFC distributes $400x of cash to USS1. CFC is not an expatriated foreign subsidiary as defined in Treas. Reg T(a)(9). Analysis. Under the Funding Rule, CFC Note A is treated as issued with a principal purpose of funding the distribution by CFC to USS1 because CFC Note A is issued to a member of the FP expanded group during the 72-month period determined with respect to CFC s distribution to USS1. Accordingly, CFC Note A is treated as stock when it is issued by CFC to FP on Date A in Year 1. 19

20 (g)(3), Example 5 Additional funding Facts. On Date A in Year 1, FP lends $200x to CFC in exchange for CFC Note A. On Date B in Year 1, CFC distributes $400x of cash to USS1 in a distribution. CFC is not an expatriated foreign subsidiary as defined in Treas. Reg T(a)(9). In addition, on Date C in Year 2, FP lends an additional $300x to CFC in exchange for CFC Note B. Analysis. The analysis is the same as in Example 4 with respect to CFC Note A. Because CFC Note B is also issued to a member of the FP expanded group during the 72-month period determined with respect to CFC s distribution to USS1, CFC Note B is treated as issued with a principal purpose of funding the remaining portion of CFC s distribution to USS1 ($200x). Accordingly, $200x of CFC Note B is a principal purpose debt instrument that is treated as stock under the Funding Rule. Under Prop. Reg (d)(1)(ii), $200x of CFC Note B is deemed to be exchanged for CFC stock on Date C in Year 2. The remaining $100x of CFC Note B continues to be treated as indebtedness. 20

21 Prop. Reg : Exceptions to the General Rule and the Funding Rule Current E&P Reduction: For purposes of applying the General Rule and the Funding Rule with respect to a taxable year to a member of an expanded group, the aggregate amount of any distributions or acquisitions described in the General Rule and the Funding Rule are reduced by an amount equal to the member s current E&P. Multiple distributions or acquisitions are reduced based on the order in which they occur. Threshold Exception: A debt instrument is not treated as stock if, immediately after the debt instrument is issued, the aggregate adjusted issue price of debt instruments held by members of the expanded group that would otherwise be treated as stock does not exceed $50 million. If this limitation is exceeded, the limitation will not apply to any additional debt instruments issued by the expanded group so long as any debt instrument that is treated as debt by reason of this exception remains outstanding. Funded Acquisitions of Subsidiary Stock by Issuance: An acquisition of expanded group stock will not be taken into account for purposes of the Funding Rule if the acquisition results from a transfer of property by a funded member (the transferor) to an expanded group member (the issuer) in exchange for stock of the issuer, provided that, for the 36-month period immediately following the issuance, the transferor holds, directly or indirectly, more than 50 percent of the total combined voting power of all classes of stock of the issuer entitled to vote and more than 50 percent of the total value of the stock of the issuer. 21

22 (g)(3), Example 17 Threshold exception and current year E&P reduction Facts. Before Date A in Year 1, the members of the FP expanded group hold no debt instruments that otherwise would be treated as stock under Prop. Reg On Date A in Year 1, CFC issues CFC Note, with an issue price of $40 million, to USS1 in a distribution. On Date B in Year 2, USS1 issues USS1 Note, with an issue price of $20 million, to FP in a distribution. On Date C in Year 3, FS distributes $30 million in cash to FP. On Date D in Year 3, DS lends $30 million to FS in exchange for FS Note A. On Date E in Year 3, FS issues FS Note B, with an an issue price of $19 million, to FP in a distribution. In Year 3, FS has $35 million current E&P. Analysis. Because CFC does not have current E&P in Year 1, the issue price of CFC note is not reduced under the current E&P exception. Immediately after CFC Note is issued on Date A in Year 1, the aggregate adjusted issue price of outstanding debt instruments issued by members of FP s expanded group that would be treated as stock but for the threshold exception does not exceed $50 million. Accordingly, the threshold exception applies to the CFC Note. 22

23 (g)(3) Example 17 (cont.) Threshold exception and current year E&P exception Analysis, cont d Because USS1 does not have current E&P in Year 2, the amount of USS1 Note is not reduced under the current year E&P exception. Immediately after USS1 Note is issued on Date B in Year 2, the aggregate adjusted issue price of outstanding debt instruments issued by members of the FP expanded group that would be treated as stock but for the threshold exception exceeds $50 million. As a result, CFC Note is deemed to be exchanged for stock on Date B in Year 2. The threshold exception does not apply to USS1 Note because, immediately after USS1 Note is issued, the aggregate adjusted issue price of outstanding debt instruments issued by members of the expanded group that would be treated as stock but for the threshold exception exceeds $50 million. Accordingly, USS1 Note is treated as stock when it is issued on Date B in Year 2. 23

24 (g)(3) Example 17 (cont.) Threshold exception and current year E&P exception Analysis, cont d Under the current E&P exception, the aggregate amount of any distributions or acquisitions by FS described in the General Rule or the Funding Rule are reduced by an amount equal to FS s current year E&P for Year 3 ($35 million). The reduction is applied first against FS s $30 million cash distribution on Date C in Year 3 and second against the FS Note B ($19 million) distributed on Date E in Year 3. Accordingly, no portion of FS Note A is treated as stock under the Funding Rule. In addition, a portion of FS Note B equal to $5 million is not treated as stock under the General Rule. When FS Note B is issued in Year 3, CFC Note, which previously was treated as debt under the threshold exception, remains outstanding. Accordingly, the threshold exception does not apply to FS Note B. Accordingly, the remaining amount of FS Note B equal to $14 million after applying the current E&P exception is treated as stock under the General Rule. 24

25 Prop. Reg (b)(4): Anti-Abuse Rule A debt instrument is treated as stock if it is issued with a principal purpose of avoiding the application of Prop. Reg or -4. In addition, an interest that is not a debt instrument for purposes of Prop. Reg and -4 (e.g., a contract to which section 483 applies) is treated as stock if it is issued with a principal purpose of avoiding the application of Prop. Reg and -4. Examples of when the anti-abuse rule may apply include, If a debt instrument is issued to, and later acquired from, a person that is not a member of the issuer s expanded group with a principal purpose of avoiding the application of this section; If a debt instrument is issued to a person that is not a member of the issuer s expanded group, and such person later becomes a member of the issuer s expanded group; A debt instrument is issued to an entity that is not taxable as a corporation for federal tax purposes; or A member of the issuer s expanded group is substituted as a new obligor or added as a co-obligor on an existing debt instrument. 25

26 (g)(3), Example 18 Distribution of a debt instrument and issuance of a debt instrument with a principal purpose of avoiding the purposes of this section Facts. On Date A in Year 1, USS1 issues USS1 Note A, which has a value of $100x, to FP in a distribution. On Date B in Year 1, with a principal purpose of avoiding the application of Prop. Reg , FP sells USS1 Note A to Bank for $100x of cash and lends $100x to USS1 in exchange for USS1 Note B. Analysis. USS1 Note A is a debt instrument that is issued by USS1 to FP, a member of USS1 s expanded group, in a distribution. Accordingly, USS1 Note A is treated as stock when it is issued on Date A in Year 1. Accordingly, USS1 is treated as distributing USS1 stock to FP. Because USS1 Note A is treated as stock of USS1, USS1 Note A is not property as specified in 317(a) on Date A in Year 1. USS1 Note A ceases to be treated as stock when FP sells USS1 Note A to Bank on Date B in Year 1. Immediately before FP sells USS1 Note A to Bank, USS1 is deemed to issue a debt instrument to FP in exchange for USS1 Note A in a transaction that is disregarded for purposes of the General Rule and the Funding Rule. USS1 Note B is not treated as stock under the Funding Rule because the funded member, USS1, has not made a distribution of property. However, because the transactions occurring on Date B of Year 1 were undertaken with a principal purpose of avoiding the purposes of Prop. Reg , USS1 Note B is treated as stock under the Anti- Abuse Rule. 26

27 Funding Rule: Predecessors and Successors For purposes of the Funding Rule, references to the funded member include references to any predecessor or successor of such member. With certain exceptions, a successor includes, with respect to a corporation, the acquiring corporation in a transaction described in section 381(a) in which the corporation is the distributor or transferor, and with respect to a transferor that transfers property to an issuer in exchange for stock of the issuer in a transaction that qualifies for the Subsidiary Stock Issuance Exception, the issuer, but, for purposes of applying the Per Se Rule, only with respect to a debt instrument issued by the transferor during the 72-month period determined with respect to the transfer of property in exchange for stock of the issuer, and only to the extent of the value of the expanded group stock acquired from the issuer in that transaction. With certain exceptions, a predecessor includes, with respect to a corporation, the distributor or transferor corporation in a transaction described in section 381(a) in which the corporation is the acquiring corporation, and with respect to an issuer of stock to a transaction that qualifies for the Subsidiary Stock Issuance Exception, the transferor, but, for purposes of applying the Per Se Rule only with respect to a debt instrument issued by the transferor during the 72-month period determined with respect to the issuance of stock section, and only to the extent of the value of the expanded group stock acquired from the issuer in the transaction that qualified for the Subsidiary Stock Issuance Exception. 27

28 Prop. Reg (g)(3) Example 9 Funding a distribution by a successor to funded member $150x DS2 stock and $100x DS2 Note $150x DS2 stock and $100x DS2 Note FP USS2 DS2 FP assets $100x $200x C D B A USS2 Note $200x Facts. On Date A Year 1, FP lends $200x to USS2 in exchange for USS2 Note. In an independent transaction, on Date B Year 2, USS2 transfers a portion of its assets to DS2 in exchange for all of the stock of DS2 and DS2 Note. Immediately afterwards, USS2 distributes the DS2 stock and the DS2 Note to FP with respect to FP s USS2 stock in a 355 transaction. USS2 s transfer of assets to DS2 qualifies as a D reorganization. On Date C Year 3, DS2 distributes $200x cash to FP and on Date D Year 3, USS2 distributes $100x cash to FP. Analysis. DS2 is a successor with respect to USS2 because DS2 is the acquiring corporation in the D reorganization. USS2 is a predecessor with respect to DS2 because USS2 is the transferor corporation in the D reorganization. Accordingly, a distribution by DS2 is treated as a distribution by USS2, therefore the USS2 Note is treated as issued with a principal purpose of funding DS2 s distribution to FP because USS2 Note was issued during the 72- month period determined with respect to DS2 s $200x cash distribution. Accordingly, USS2 Note is deemed to be exchanged for stock on Date C in Year 3. Because the entire USS2 Note is treated as funding DS2 s distribution to FP, USS2 Note is not treated as funding the USS2 s distribution to FP on Date D in Year 3. USS2 DS2 28

29 Prop. Reg (g)(3) Example 12 Funded acquisition of subsidiary stock by issuance; successor FP $50x Facts. On Date A Year 1, FS lends $100x to USS1 in exchange for USS1 Note. On Date B Year 1, USS1 transfers $20x property to CFC in exchange for $20x additional CFC stock. On Date C Year 2, CFC distributes $20x cash to USS1. On Date D in Year 3, CFC acquires stock of FS from FP in exchange for $50x cash. $20x CFC stock $20x assets B USS1 CFC C $20x $100x USS1 Note FS stock A D FS Analysis. But for the Subsidiary Stock Issuance Exception, USS1 Note would be treated as issued with a principal purpose of funding USS1 s acquisition of additional CFC stock because USS1 Note is issued to a member of the FP expanded group during the 72-month period determined with respect to USS1 s acquisition of the additional CFC stock. However, because the Subsidiary Stock Issuance Exception applies to USS1 s acquisition of additional CFC stock, USS1 Note is not treated as stock. CFC is a successor to USS1 but only to the extent of the value of the additional CFC stock acquired by USS1. CFC s $20x cash distribution to USS1 is not taken into account for applying the Funding Rule to USS1 Note. On Date D in Year 3, CFC continues to be a successor to USS1, accordingly USS1 Note is a principal purpose debt instrument and is deemed to be exchanged for stock on Date D in Year 3. 29

30 Base Erosion and Profit Shifting (BEPS) 30

31 BEPS Considerations Deeper Dive Getting DEMPE functions in the right entity IP/operating/risk management committees US branch substance Potential US application of DEMPE concepts Outbound intangible property transfers Economic Substance Requirements of Treas. Reg (d) Income Method and infinite life under Treas. Reg Other outbound transfers (e.g., US management) see proposed Section 367 regulations Current wave of non-us legislation Hybrid mismatch and expanded withholding taxes (e.g., UK) Not constrained by arm s length transfer pricing Consequences of EU state aid investigations What happens when IP ownership is not entitled to any return? Has IP been transferred? Where is the value associated with IP profits? 31

32 Source of Services Income Challenges raised by dispersed delivery models, such as Cloud computing or other Internet-based services Determining place of performance What constitutes performance of automated services? What is the relative value of personnel versus assets (i.e., man versus machine)? When do subcontractors need to be taken into account? When do subcontractors create permanent establishment (PE) risk? Withholding tax versus Subpart F considerations 32

33 Foreign Tax Credits Partnership structures Geographic allocations Net income tax versus gross withholding tax (Treas. Reg ) Creditability of newer foreign taxes UK Diverted Profits Tax India Equalization Levy 33

34 EY Assurance Tax Transactions Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. Ernst & Young LLP is a client-serving member firm of Ernst & Young Global Limited operating in the US Ernst & Young LLP. All Rights Reserved.