Tax Insights
from International Tax Services
Notice 2015-79 provides further
inversion limitations
December 14, 2015
In brief
On November 19, 2015, the Treasury Department (Treasury) and the Internal Revenue Service (IRS)
issued Notice 2015-79 (the Notice), which announces their intent to issue further regulations to limit
cross-border merger transactions that the government characterizes as ‘inversions’ and certain postinversion transactions, expanding on guidance previously issued in Notice 2014-52. Except as otherwise
stated below, the Notice applies to transactions undertaken on or after November 19, 2015.
The Notice’s provisions are generally grouped into three categories. First, the Notice provides three new
rules under Section 7874 designed to make it “more difficult for US companies to invert.” The guidance
involves the following:
 Requiring that the ’substantial business activities’ test (described below) be satisfied only if the
foreign acquiring corporation is tax resident in the applicable foreign jurisdiction.
 Limiting the ability of the new foreign parent of the combined group to be organized in a jurisdiction
other than that in which the foreign target company was organized before the combination.
 Clarifying that the regulations under Treas. Reg. sec. 1.7874-4T apply to any property (including
active business assets) acquired with a principal purpose of avoiding the purposes of Section 7874,
regardless of whether the transaction involves an indirect transfer of ’specified nonqualified property.’
Second, the Notice announces rules intended to “reduce the tax benefits of inversions.” These new rules
would:
 Expand the scope of ‘inversion gain’ to include certain income inclusions so that they cannot be offset
by losses or other attributes.
 Require that all net unrealized built-in gain in CFC stock be recognized, without regard to the amount
of the CFC’s undistributed earnings and profits, if the transaction terminates the status of the foreign
subsidiary as a CFC or substantially dilutes the interest of a US shareholder in the CFC.
Third, the Notice modifies certain rules announced last year in Notice 2014-52, including:
 Modifying the application of the foreign group nonqualified property rules under Notice 2014-52 to
exclude (i) certain property that gives rise to income described in the PFIC insurance exception, and
(ii) certain property held by domestic corporations engaged in the active conduct of an insurance,
banking, or financing business.
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 Providing a de minimis exception
to the ’non-ordinary course
distribution’ rules under Notice
2014-52.
 Clarifying that the rule set forth in
Notice 2014-52 with respect to
decontrolling or diluting an
expatriated entity’s CFC in postinversion transactions applies to
the percentage of CFC stock (by
value).
The foregoing modifications to Notice
2014-52 are generally taxpayerfriendly and address unintended
consequences of Notice 2014-52.
Significantly, the Notice does not
include rules limiting deductions for
cross-border payments made by
inverted entities; however, the
accompanying press release indicates
that such rules could be issued in the
’coming months.’
In detail
Section 7874 was enacted out of
Congressional concern that a number
of US-based companies were engaging
in unilateral ‘inversion’ transactions,
whereby the group of companies
would become foreign-parented in a
transaction that did not lead to a
significant change in ownership or in
the group’s business operations.
Section 7874 applies if each of three
conditions are satisfied: (1) a foreign
corporation acquires directly or
indirectly, after March 4, 2003,
substantially all the properties of a US
corporation (or substantially all the
properties constituting a trade or
business of a US partnership); (2)
after the acquisition, the former
interest holders in the domestic
acquired entity hold a specified
percentage of stock in the foreign
acquiring corporation by reason of
their interest in the domestic entity
(the ownership test); and (3) after the
acquisition, the ’expanded affiliated
group’ (EAG) that includes the foreign
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acquiring corporation does not have
substantial business activities in the
country in which the foreign acquiring
corporation is organized, compared to
the worldwide activities of the EAG
(the substantial business activities
test). For this purpose, the EAG is
defined as a group of companies, US
or foreign, affiliated by at least 50%
direct or indirect ownership (by vote
and value), with one parent company
that owns directly at least 50% of the
stock of at least one other company in
the group.
If the ownership fraction described in
(2) above is at least 80%, the foreign
acquiring corporation is treated as a
US corporation for all purposes of the
Code. If the ownership fraction is at
least 60% but less than 80%, the
foreign corporation is respected as
such; however, in this case, limits are
placed on the ability of the domestic
acquired entity and its US affiliates to
use certain tax attributes to reduce US
federal income tax on income from
certain transactions with related
foreign persons for 10 years (the
inversion gain regime) and an excise
tax is imposed on the stock-based
compensation of certain corporate
insiders.
Both Section 7874(c)(6) and 7874(g)
authorize regulations for, respectively,
determining whether a corporation is
a surrogate foreign corporation
(including regulations to treat stock as
not stock) and preventing the
avoidance of Section 7874’s purposes,
including through transactions
designed to remove members of an
EAG.
Since it went into effect in 2004,
Treasury and the IRS have
consistently sought to expand the
reach of Section 7874, through
regulations as well as several Notices,
including several rules that have the
effect of excluding certain stock of the
foreign acquiring corporation from
the denominator of the ownership
fraction, with the effect of increasing
the ownership fraction.
Regulations to address
transactions contrary to the
purposes of Section 7874
The Notice provides that Treasury and
the IRS plan to issue regulations
under Section 7874 that will further
limit inversions. The first of these is a
modification to the rules that apply to
determine whether an EAG has
substantial business activities in the
country of organization of the foreign
acquiring corporation. The Notice
provides that a group will not be
treated as having substantial business
activities in the country of
organization of the foreign acquiring
corporation if such corporation is not
also a tax resident of that country.
The Notice indicates that Treasury
and the IRS are concerned that
taxpayers may be engaging in
inversion transactions and relying on
the substantial business activities in
the country of the foreign acquiring
corporation’s organization, even
though the country in which the
foreign acquiring corporation is
organized does not view that
corporation as a tax resident (for
example, because the relevant country
does not view place of organization as
determinative of corporate residence).
Observations: It is unclear whether
this rule will have significant impact.
Regulations have already severely
restricted the substantial business
activities test, requiring at least 25%
of the worldwide group’s assets,
revenue, and employees to be located
in the country of the foreign acquiring
corporation. This test is unlikely to be
met by multinationals that operate in
many countries. As a result, only
companies with very unique profiles
can rely on the substantial business
activities test, and it is unlikely that
such a company would try to organize
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the foreign corporation in the country
in which they have substantial
business activities but then migrate its
tax residence elsewhere.
Moreover, the policy justification for
this rule is questionable. The
determination of where a parent
company may be organized or tax
resident often is driven by foreign tax,
corporate governance, and regulatory
considerations – none of which have
any relevance to the policy concerns
underlying Section 7874.
The second rule is targeted at
Treasury’s and the IRS’s apparent
concern that, when a US company
combines with a foreign company
(foreign target) in a transaction that
results in a foreign-parented group,
the new foreign parent of the
combined group may be organized in
a jurisdiction other than that in which
the foreign company was organized
before the transaction. The Notice
indicates that Treasury and the IRS
believe that choosing to incorporate
such a new parent in a third country
may be motivated by tax reasons, such
as lower tax rates, a better treaty
network, or more generous antideferral regimes.
Accordingly, they intend to issue
regulations under Sections 7874(c)(6)
and (g) that would exclude stock of a
foreign acquiring corporation from
the ownership fraction if four
conditions are satisfied: (1) in a
transaction related to the acquisition
of the domestic entity, the foreign
acquiring corporation directly or
indirectly acquires substantially all of
the properties held directly or
indirectly by the foreign target
corporation; (2) the gross value of all
property acquired by the foreign
acquiring corporation in the foreign
target acquisition exceeds 60% of the
gross value of certain properties
(generally active business assets) held
by the acquired foreign group; (3) the
tax residence of the foreign acquiring
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corporation is not the same as that of
the foreign target corporation, as
determined before the foreign target
acquisition and any transaction
related thereto (for this purpose, a
change in location of management
and control of a foreign corporation is
treated as a transaction); and (4) not
taking into account the rules in this
section of the Notice, the ownership
percentage is at least 60% but less
than 80%. If these requirements are
all satisfied, the stock of the foreign
acquiring corporation issued to
former shareholders of the foreign
target corporation is excluded from
the ownership fraction.
This new rule would also appear to
apply to a transaction where, as a part
of a series of related transactions, the
foreign target corporation merely
changes its place of incorporation in a
Section 368(a)(1)(F) reorganization.
Moreover, if the foreign acquiring
corporation acquires directly or
indirectly multiple foreign target
corporations that are tax residents of
the same foreign country in one or
more transactions related to the
acquisition of the domestic target,
then all such transactions will be
treated as a single foreign target
acquisition and those foreign target
corporations will be treated as a single
entity.
Observations: Treasury and the IRS
have indicated that they are concerned
about transactions where a US
company and a non-US company
combine, with the result that the new
parent company of the combined
group is a non-US company, even
though the US company was larger
than the non-US company with which
it combined. This new rule is
designed to reach combinations in
which the US company’s value is
between 60-80% of the combined
group’s value. In such a combination,
this rule would apply to treat the new
parent company as a US corporation if
the new parent company is tax
resident in a country other than the
country in which the non-US
company’s parent was tax resident.
The impact of this rule will likely be
minimal in preventing such business
combinations and is unlikely to lead to
new foreign parent entities in business
combinations to be treated as US
corporations. However, it removes
some of the flexibility combining
companies have had in determining
where the combined group should
have its parent company’s tax
residence.
As with the first rule, and for the same
reasons, the policy justification for
this second rule is questionable.
Moreover, it effectively confers an
artificial competitive advantage on
foreign companies that are already
organized in favorable holding
company jurisdictions.
The third rule addresses the definition
of ‘nonqualified property’ under
Treas. Reg. sec. 1.7874-4T. Under
that temporary regulation, stock of the
foreign acquiring corporation that is
issued in exchange for nonqualified
property in a transaction related to
the acquisition is excluded from the
ownership fraction. Nonqualified
property includes cash or cash
equivalents, marketable securities,
and certain obligations (specified
nonqualified property). This rule is
designed to prevent the avoidance of
Section 7874 by combining an
inversion transaction with a public
offering or private placement.
Nonqualified property also includes
any property acquired in a transaction
related to the acquisition with a
principal purpose of avoiding the
purposes of Section 7874 (avoidance
property). The Notice ‘clarifies’ the
meaning of avoidance property,
stating that Treasury and the IRS are
concerned that some taxpayers may
be narrowly interpreting its definition
to be limited to property that is used
to indirectly transfer other
nonqualified property to the foreign
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acquiring corporation. Treasury and
the IRS intend to issue regulations to
provide that avoidance property
means any property (other than
specified nonqualified property)
acquired with a principal purpose of
avoiding the purposes of Section 7874,
regardless of whether the transaction
involves an indirect transfer of
specified nonqualified property.
The Notice includes an example of the
clarifying rule in which a foreign
partnership contributes property that
is not specified nonqualified property
to a foreign corporation in exchange
for 25 shares. At the same time, the
shareholders of a US corporation
contribute their stock in the domestic
corporation to the foreign corporation
in exchange for 75 shares of the
foreign corporation. The example
states that none of the partnership’s
properties is specified nonqualified
property, but the foreign corporation
acquires the partnership’s properties
with a principal purpose of avoiding
the purposes of Section 7874.
Accordingly, the example disregards
the 25 shares of stock issued to the
partnership and concludes that the
ownership fraction is 100%.
Observation: While Treasury and
the IRS call the proposed
modifications to the regulations a
clarification of an existing rule, the
modifications technically will apply
only to transactions completed after
November 18, 2015. Moreover, while
it is not surprising that Treasury and
the IRS would disagree with a narrow
interpretation of avoidance property,
the Notice raises a concern that it
could be interpreted too broadly.
Neither the new example nor any
other parts of the Notice describe
under what circumstances the transfer
will be treated as having a principal
purpose of avoiding the purposes of
Section 7874. The lack of any clear
limiting principles in this respect
could tempt IRS agents to interpret
the definition of avoidance property
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so broadly as to treat any business
combination that results in a US
company having a foreign parent as
an avoidance transaction. However,
Congress clearly intended for bona
fide business combinations to be
subject to the ‘inversion gain’ regime
rather than the ‘domestication’ regime
of Section 7874 (when the ownership
fraction is less than 80% but at least
60%). Thus, taxpayers with
compelling business cases for their
transactions should still be able to
argue that this result is fully
consistent with “the purposes of
Section 7874.”
Regulations to address postinversion tax avoidance
transactions
Similarly to Notice 2014-52, the
Notice provides for new rules that are
designed to limit some of the tax
benefits of an inversion transaction.
These rules would apply to a group of
entities that has engaged in a
transaction to which Section
7874(a)(1) (i.e., the inversion gain
regime) applies, because the
ownership fraction is less than 80%
but at least 60%.
The Notice includes two new rules.
However, equally notable is the fact
that the Notice does not contain any
rules limiting deductions. Treasury
and the IRS had previously
announced that they are considering
issuing regulations that would address
strategies to avoid US tax on US
operations by shifting US-source
earnings to lower-tax jurisdictions,
including through intercompany debt.
While the Notice does not include any
such rules, the accompanying press
release states that Treasury and the
IRS are continuing to consider such
rules and request comments.
The first of the rules announced in
this section of the Notice is an
expansion of the definition of
‘inversion gain’ under Section
7874(d)(2). Inversion gain is defined
in Section 7874 as the income or gain
recognized by reason of the transfer
during the applicable period of stock
or other properties by an ‘expatriated
entity’ (as defined in Section
7874(a)(2)(A)), and any income
received or accrued during the
applicable period by reason of a
license of any property by an
expatriated entity either (i) as part of
the acquisition, or (ii) after the
acquisition if the transfer is to a
foreign related person.
Treasury and the IRS are concerned
that certain ‘indirect transfers’ of
stock or other property may have the
effect of removing foreign operations
from US taxing jurisdiction while
avoiding current US tax. Therefore,
Treasury and the IRS intend to issue
regulations under Section 7874(g) that
will provide that inversion gain
includes income or gain recognized by
an expatriated entity from an “indirect
transfer or license of property,” such
as an expatriated entity’s subpart F
inclusions taken into account during
the applicable period that are
attributable to a transfer of stock or
other properties or a license of
property by a controlled foreign
corporation (CFC) in which the
expatriated entity is a US shareholder,
either as part of the acquisition or
after such acquisition if the transfer or
license is to a related person.
However, this rule contains an
exception for property that is
inventory in the hands of a CFC.
The Notice illustrates this rule in an
example. In the example, a foreign
corporation acquires all of the stock of
a domestic corporation in an inversion
transaction in which the foreign
parent is respected as a foreign
corporation (i.e., at least 60% but less
than 80% ownership continuity). The
domestic corporation has a wholly
owned foreign subsidiary (a CFC).
The CFC sells property to the new
foreign parent corporation in a
transaction that leads to the domestic
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corporation having a $100x income
inclusion under subpart F. Because
the Notice defines the $100x subpart
F inclusion as inversion gain, the
domestic corporation cannot use
certain tax attributes (such as net
operating losses or foreign tax credits)
to reduce the US tax owed with
respect to the gross income inclusion.
In addition, the Notice indicates that
an aggregate approach will be applied
with respect to partnerships for
purposes of the inversion gain regime.
Thus, if a partnership that is a foreign
related person transfers or licenses
property, a partner in the partnership
shall be treated as having transferred
or licensed its proportionate share of
that property, as determined under
the rules and principles of Sections
701 through 777.
Observation: This provision will
apply to transfers or licenses of
property occurring on or after
November 19, 2015, but only with
respect to expatriated entities from
inversion transactions completed on
or after September 22, 2014.
The second rule announced in this
section of the Notice is designed to
increase the tax costs of transactions
that would dilute an expatriated
entity’s ownership interest in a CFC.
This rule, which adds to rules
announced in Notice 2014-52, would
be promulgated under Section 367(b),
and it would apply to dilutions in CFC
ownership that take place on or after
November 19, 2015, where the
inversion transaction took place on or
after September 22, 2014.
Current regulations under Treas. Reg.
sec. 1.367(b)-4(b) require a
shareholder that exchanges stock of a
foreign corporation for stock of
another foreign corporation in certain
otherwise tax-free transactions to
include in income as a deemed
dividend the Section 1248 amount
(generally, the portion of the CFC’s
non-previously taxed earnings and
5
profits allocable to the shareholder)
with respect to the stock exchanged if
the exchange results in either a loss of
CFC status of the foreign corporation
whose stock is exchanged or a loss of
Section 1248 shareholder status of the
exchanging shareholder. Notice 201452 announced that these regulations
would be amended to require an
income inclusion in certain
nonrecognition transactions that
occur after an inversion transaction
and that dilute the interest of a US
shareholder in a CFC, regardless of
whether the transaction results in a
loss of CFC status or a loss of Section
1248 shareholder status. If the rule in
Notice 2014-52 applies, the
exchanging shareholder would be
required to include in income as a
deemed dividend amount the Section
1248 amount.
Treasury and the IRS are concerned
that certain nonrecognition
transactions that dilute a US
shareholder’s ownership of an
‘expatriated foreign subsidiary’ (as
defined in Section 3.01(b) of Notice
2014-52) may allow the US
shareholder to avoid US tax on
unrealized appreciation in property
held by the foreign subsidiary at the
time of the exchange, for example,
when the amount of realized gain in
the stock of the foreign subsidiary that
is exchanged exceeds the earnings and
profits attributable to such stock for
purposes of Section 1248.
Accordingly, the Notice announces
that the regulations under Section
367(b) will be further amended to
provide that, if an exchanging
shareholder would be required under
the rules announced in Notice 201452 to include in income as a deemed
dividend the Section 1248 amount
with respect to stock of an expatriated
foreign subsidiary, the exchanging
shareholder also must recognize all
realized gain with respect to such
stock, after taking into account any
increase in basis resulting from such a
deemed dividend under Treas. Reg.
sec. 1.367(b)-2(e)(3)(ii).
Observation: This rule would apply
if, for example, at the time of the
exchange, the expatriated foreign
subsidiary holds valuable property
that has not generated any significant
earnings and profits, such as valuable
self-developed intangible property
that has not yet been brought to
market.
Corrections and clarifying
changes to certain rules in Notice
2014-52
The Notice also makes three changes
to the rules set forth in Notice 201452, two of which provide relief from
some of the harsher effects of those
rules.
First, Notice 2014-52 included a rule
that would exclude from the
denominator of the ownership
fraction certain stock of a foreign
acquiring corporation that is
attributable to passive assets. The
rule would apply where more than
50% of the gross value of all property
held by the foreign group (i.e., all
property that was not held by the
domestic target, directly or indirectly,
before the acquisition) consists of
certain passive property (e.g., cash
and cash equivalents, marketable
securities). Recognizing that banking
and insurance companies hold large
amounts of assets that would
implicate this rule, Notice 2014-52
provides exceptions for property that
gives rise to income described in
Section 1297(b)(2)(A) (the PFIC
banking exception) or Section 954(h)
or (i) (the subpart F exceptions for
qualified banking or financing income
and for qualified insurance income).
However, commentators pointed out
that the subpart F exception for
qualified insurance income is
extremely narrow and is unlikely to
apply to most active insurance
companies that insure risk in other
countries. The Notice provides that
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the exception from the passive assets
rule will be expanded to include
property that gives rise to income
described in Section 1297(b)(2)(B)
(the PFIC insurance exception). In
addition, the Notice provides that
property held by US corporations that
are engaged in the active conduct of a
banking or insurance business
generally will be excepted from the
passive assets rule. These rules apply
to inversion transactions completed
on or after November 19, 2015, but
taxpayers may choose to apply the
provision to periods preceding
November 19, 2015.
Observation: The rule announced in
the Notice is a welcome (and
expected) change and recognizes that
insurance companies, like banks, must
hold properties that for other
taxpayers would constitute passive
assets.
Second, Notice 2014-52 included a
rule that would disregard, for
purposes of Section 7874, any ‘nonordinary course distributions’ made
by the domestic acquired entity in the
three-year period preceding the
acquisition. A non-0rdinary course
distribution would be any distribution
that exceeds 110% of the average of
distributions made by the entity in the
prior three-year period. The result of
disregarding a distribution would be
to increase the amount of stock
included in both the numerator and
denominator of the ownership
fraction. For example, if a foreign
corporation acquires stock of a
domestic corporation in a transaction
in which former shareholders of the
domestic corporation receive stock in
the foreign acquiring corporation with
a value of $55 and representing a 55%
ownership interest in the foreign
acquiring corporation, Section 7874
ordinarily would not apply. However,
if the domestic corporation had made
a non-ordinary course distribution of
$20, the Notice would disregard this
distribution, with the result that the
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domestic corporation’s former
shareholders would be treated as
receiving stock in the foreign
acquiring corporation with a value of
$75. In this case, the ownership
fraction would be 62.5% ($75 divided
by $120).
This rule was criticized because it
could apply to transactions in which
former shareholders of the domestic
entity retained only a de minimis
interest (or in the extreme case, no
interest whatsoever) in the postacquisition group, particularly where
other rules (such as the nonqualified
property rule in Treas. Reg. sec.
1.7874-4T) excluded stock from the
ownership fraction. The Notice
accordingly provides a de minimis
rule, under which distributions made
by the domestic entity will not be
disregarded under the non-ordinary
course distribution rule where two
conditions are satisfied: (i) the
ownership percentage without regard
to the non-ordinary course
distribution rule, the nonqualified
property rule, and the passive assets
rule discussed above, is less than 5%
(by vote and value), and (ii) after the
acquisition and all transactions
related to the acquisition are
completed, former interest holders of
the domestic entity, in the aggregate,
own less than 5% of the stock of (or
partnership interest in) any member
of the EAG that includes the foreign
acquiring corporation. This rule
applies to transactions completed on
or after November 19, 2015, but
taxpayers may choose to apply the
provision to periods preceding
November 19, 2015.
Observation: The second condition
for this de minimis rule may present a
trap for the unwary in the case of
creeping acquisitions or private equity
structures more generally, e.g., where
a 5% investor in the acquiring group
already owned an interest in the US
target at the time of the tested
acquisition.
The final clarification announced by
the Notice concerns the CFC dilution
rules discussed above. Notice 2014-52
included a de minimis rule for small
dilutions, which provides that the CFC
dilution rule would not apply if (i) the
expatriated foreign subsidiary is a
CFC immediately after the dilution
transaction, and (ii) the amount of
stock (by value) in the expatriated
foreign subsidiary that is owned, in
the aggregate, directly or indirectly by
US shareholders immediately before
the dilution transaction does not
decrease by more than 10% as a result
of the dilution transaction and any
related transactions.
According to the Notice, Treasury and
the IRS are concerned that taxpayers
may interpret the small dilution
exception by comparing the value of
the stock of an expatriated foreign
subsidiary owned by a US shareholder
immediately before the dilution
transaction with the value of the stock
owned by the US shareholder
immediately after the dilution
transaction, rather than comparing
the percentage of the stock owned (by
value) by the US shareholder before
and after the transaction. Because
Treasury and the IRS view this
interpretation as inconsistent with the
purposes of the small dilution rule,
the Notice provides that the
regulations will clarify the application
of the small dilution exception by
referring to “the percentage of stock
(by value)” instead of “the amount of
stock (by value).”
The takeaway
The Notice represents the latest effort
by Treasury and the IRS to hinder
transactions that they view as
corporate inversions and to reduce or
eliminate any US tax benefit that
might arise from certain transactions
that taxpayers might consider
undertaking after an inversion has
occurred. While the proposed rules
set forth in Section 2 of the Notice
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(Regulations to Address Transactions
Contrary to the Purposes of Section
7874) may not have a significant
impact on whether companies engage
in these transactions (although they
remove a certain degree of flexibility),
the Notice further reflects the
Administration’s stated views that
certain acquisitions of US companies
by foreign corporations should be
curtailed now to prevent losses to the
US tax base while talks regarding
corporate tax reform continue.
Although Treasury has publicly stated
that legislative action is needed with
respect to inversions, it continues to
explore the scope of its administrative
authority to address such
transactions. In particular, in the
Notice, Treasury and the IRS have
reiterated that they are considering
additional guidance to prevent the
erosion of the US tax base by
expatriated entities through, for
example, intercompany debt.
Whether and to what extent they
currently have the authority to write
such rules is the subject of some
debate, and in that light, the absence
of any such rules in the Notice may be
seen as significant. Nevertheless,
taxpayers should carefully consider
the rules announced in the Notice to
determine if they will be impacted,
and keep an eye out for possibly more
guidance to come.
Let’s talk
For a deeper discussion of how this might affect your business, please contact:
International Tax Services
Mike DiFronzo
+1 (202) 312-7613
michael.a.difronzo@us.pwc.com
Carl Dubert
+1 (202) 414-1873
carl.dubert@us.pwc.com
David Sotos
+1 (408) 808-2966
david.sotos@us.pwc.com
Oren Penn
+1 (202) 414-4393
oren.penn@us.pwc.com
Marty Collins
+1 (202) 414-1571
marty.collins@us.pwc.com
Mergers & Acquisitions
Tim Lohnes
+1 (202) 414-1686
timothy.lohnes@us.pwc.com
Mark Boyer
+1 (202) 414-1629
mark.boyer@us.pwc.com
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www.pwc.com/US.
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