IRS rules a foreign bank's trading records count toward its U.S. booked liabilities for interest allocation

Plain-English summary

A foreign bank, organized and regulated in another country, runs part of its lending and trading business through a U.S. permanent establishment operated from representative offices. Income from that U.S. business is taxed in the United States, and the bank can deduct a share of its interest expense against that income under IRC § 882 and Treas. Reg. § 1.882-5. How much interest it can deduct depends in part on which of its debts count as "U.S. booked liabilities," which for a foreign bank turns on whether the debt was recorded on "a set of books" tied to the U.S. business by the close of the day it was incurred. The bank asked the IRS for three rulings. The IRS granted two: that the bank qualifies as a "bank" (defined by cross-reference to §§ 585(a)(2)(B) and 581) for this rule even though its banking activities are not U.S.-licensed, and that its electronic Trading Recordkeeping System is part of a "set of books" under Reg. § 1.882-5(d)(2)(iii)(A)(1). The IRS declined to rule on the third request (which specific wholesale debts actually count as U.S. booked liabilities), saying it will resolve that through a closing agreement instead. For multinational banks, the ruling confirms that a data system feeding the general ledger can be a component of the required set of books.

Ruling snapshot

• Question: Does the foreign bank qualify as a "bank" for the U.S.-booked-liabilities rule, and does its Trading Recordkeeping System count as part of a "set of books" under Reg. § 1.882-5(d)(2)(iii)(A)(1)?
• Outcome: Approved (both rulings granted in the taxpayer's favor; the IRS declined to rule on which specific liabilities qualify, deferring that to a closing agreement).
• Key authorities: IRC § 882(c); Treas. Reg. § 1.882-5(d)(2)(iii); IRC §§ 585(a)(2)(B), 581.

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202625013
Release Date: 6/18/2026
Index Number: 882.07-00

Third Party Communication: None
Date of Communication: Not Applicable

Person To Contact:
------------------------, ID No. -----------------
Telephone Number:

Refer Reply To:
CC:INTL:B05
PLR-115234-25
Date:
March 24, 2026

In Re: ----------------------------------------------------------

LEGEND

Taxpayer = --------------------------------
Country A = ------------
Country B = ---------------------------
Foreign Regulator = --------------------------------------------------------
State A Regulator = ----------------------------------------------------------
State B Regulator = ----------------------------------------
Trading Recordkeeping System = ------------------------------------

Dear --------------:

This is in response to Taxpayer's request for rulings, received August 21, 2025, and subsequent correspondence, under section 882 of the Internal Revenue Code of 1986 ("the Code") and section 1.882-5(d)(2)(iii) of the Income Tax Regulations ("Regulations").

FACTS

Taxpayer represents the following:

Taxpayer is incorporated under the laws of Country A. Taxpayer is an authorized deposit-taking institution in Country A and is subject to prudential supervision and examination by Foreign Regulator, the Country A banking regulator. Taxpayer maintains offices in various countries, such as Country B, and has representative offices in the United States. Taxpayer qualifies as a bank within the meaning of section 585(a)(2)(B) (determined without regard to the second sentence thereof) based on its worldwide banking business.

Taxpayer's global operations include its retail banking and financial services businesses that are conducted primarily in Country A. Taxpayer also operates global lending and trading businesses and conducts several lines of these businesses directly through a U.S. permanent establishment.

The U.S. permanent establishment is operated through representative offices in the United States. The representative offices are not licensed to accept deposits in the United States by any state or federal regulator, but they are subject to supervision and examination by U.S. banking regulators, such as State A Regulator, State B Regulator, and the Federal Reserve.

The U.S. permanent establishment gives rise to effectively connected income and U.S. assets for U.S. federal income tax purposes. The Taxpayer has elected to use the separate currency pool methodology in section 1.882-5(e) and the fixed ratio for banks in section 1.882-5(c)(4) to calculate its interest deduction under section 882.

The U.S. permanent establishment's assets are predominantly U.S. dollar denominated. Taxpayer's main U.S. dollar funding sources are wholesale funding markets in which it issues debt (the "Wholesale Liabilities"). These liabilities support both the U.S. permanent establishment and aspects of Taxpayer's lending and trading businesses globally. The Wholesale Liabilities are entirely raised from unrelated parties and are not attributable to interbranch activities or transactions.

Wholesale Liabilities are not booked to the U.S. permanent establishment's portion of the general ledger. Instead, they are recorded in funding books or subledgers in the Country A ledger maintained by Taxpayer's treasury division. The provision of this funding to the U.S. permanent establishment is reflected on Taxpayer's books, including the balance sheet of the U.S. permanent establishment, as an interbranch loan. Taxpayer neither traces nor identifies particular U.S. dollar liabilities incurred in Country A directly to the U.S. assets attributable to its U.S. permanent establishment.

Upon issuance, the Wholesale Liabilities are first recorded in one of Taxpayer's electronic data systems called the Trading Recordkeeping System on or before the close of the day on which the liabilities are incurred. The Trading Recordkeeping System is a source system used to record key data of a number of different financial instruments, such as derivatives entered into by Taxpayer and liabilities issued by Taxpayer, including the Wholesale Liabilities. This data is then fed into the Taxpayer's general ledger and, ultimately, into its financial statements.

REQUESTED RULINGS

Taxpayer requests the following rulings:

1. Taxpayer qualifies as a bank for purposes of determining whether liabilities are properly reflected on the books of a U.S. trade or business under section 1.882-5(d)(2)(iii).

2. Taxpayer's Trading Recordkeeping System constitutes part of "a set of books" for purposes of section 1.882-5(d)(2)(iii)(A)(1).

3. A portion of the Wholesale Liabilities qualifies as U.S. booked liabilities for purposes of section 1.882-5(d)(2).

LAW AND ANALYSIS

Section 882(c) provides that, in the case of a foreign corporation engaged in a trade or business within the United States, deductions are allowed only to the extent that they are connected with income which is effectively connected with the conduct of a trade or business within the United States ("ECI"). Section 1.882-5 provides rules for determining the amount of interest expense of a foreign corporation that is allocable to ECI under section 882(c).

For this purpose, taxpayers using the adjusted U.S. booked liabilities method for computing interest expense allocable to ECI must (in addition to measuring U.S. connected liabilities under section 1.882-5(c)) determine U.S. booked liabilities under section 1.882-5(d).1 U.S. booked liabilities are the liabilities properly reflected on the books of a U.S. trade or business. Section 1.882-5(d)(2)(i). According to section 1.882-5(d)(2)(iii)(A), liabilities are properly reflected on the books of a U.S. trade or business of a foreign corporation that is a bank as described in section 585(a)(2)(B) (without regard to the second sentence thereof) if:

    (1) the bank enters the liability on a set of books before the close of the day on which the liability is incurred, and the liability relates to an activity that produces ECI; and

    (2) there is a direct connection or relationship between the liability and that activity. Whether there is a direct connection between the liability and an activity that produces ECI depends on the facts and circumstances of each case.

Definition of a Bank under Section 1.882-5(d)(2)(iii)

Section 1.882-5(d)(2)(iii) cross references the definition of a bank as described in section 585(a)(2)(B) "without regard to the second sentence thereof."

1 Example 5 of section 1.882-5(d)(6) makes clear that a taxpayer's U.S. booked liabilities determined under section 1.882-5(d)(2)(iii) can be used to ascertain branch interest under section 1.884-4(b)(1)(i)(A) regardless of whether the taxpayer uses the adjusted U.S. booked liabilities method or separate currency pools method to allocate its interest expense under section 1.882-5(e).

Section 585(a)(2)(B) provides:

    The term "bank" also includes any corporation [that would be a "bank" as defined in section 581] except for the fact that it is a foreign corporation. In the case of any such foreign corporation, this section shall apply only with respect to loans outstanding the interest on which is effectively connected with the conduct of a banking business within the United States.

Section 581 defines a "bank" in relevant part to be:

    [A] bank or trust company incorporated and doing business under the laws of the United States (including laws relating to the District of Columbia) or of any State, a substantial part of the business of which consists of receiving deposits and making loans and discounts, or of exercising fiduciary powers similar to those permitted to national banks under authority of the Comptroller of the Currency, and which is subject by law to supervision and examination by State or Federal authority having supervision over banking institutions.

Therefore, a foreign bank may be treated as a bank for purposes of section 1.882-5(d)(2)(iii) even if its banking activities are not effectively connected with a trade or business within the United States.2

Definition of a "Set of Books"

Section 1.882-5(d)(2)(iii) requires that, in order for a liability to be treated as properly reflected on the books of a U.S. trade or business of a foreign bank, the liability must be recorded on a set of books before the close of the day on which the liability is incurred. Section 1.882-5(d)(2)(iii)(A)(1) does not explicitly provide a definition of "a set of books." However, section 1.882-5(d)(6), Example 5, illustrates that multiple books or records can be taken together to constitute a set of books within the meaning of section 1.882-5(d)(2)(iii)(A)(1). In the example, a foreign bank maintains a banking office in the United States that records transactions on three sets of books with respect to a State A branch, an International Banking Facility for its bank regulatory approved international transactions, and a shell branch licensed operation in another foreign country ("Country C"). The example explains that the separate State A branch, international banking facility, and Country C branch books, taken together, constitute a set of books within the meaning of section 1.882-5(d)(2)(iii)(A)(1). Accordingly, a recordkeeping system that is used to prepare ledgers and financial statements can be a component of a set of books within the meaning of section 1.882-5(d)(2)(iii)(A)(1) even if it would not be standing alone.

2 This interpretation aligns with the definition of a bank in section 1.882-5(c)(4) (which provides an elective fixed ratio method of determining U.S. connected liabilities). Earlier private letter rulings had taken a narrower view of this definition. See, e.g., PLR 200125030. However, the regulations were subsequently amended to provide that the definition of a bank can be satisfied without regard to "whether any such activities are effectively connected with a trade or business within the United States." T.D. 9281, 71 Fed. Reg. 47443, 47450 (2006); T.D. 9465, 74 Fed. Reg. 49315, 49319 (2009). In the wake of these developments, the definition of a bank in section 1.882-5(d)(2)(iii) should likewise be interpreted to include a foreign bank even if it is not engaged in a licensed banking business within the United States.

CLOSING AGREEMENT

The Service intends to enter a closing agreement with Taxpayer to resolve whether (and, if so, to identify which of) its Wholesale Liabilities are U.S. booked liabilities. The Service declines to rule on this request in the interest of sound tax administration.

RULINGS

1. Taxpayer qualifies as a bank for purposes of determining whether liabilities are properly reflected on the books of a U.S. trade or business under section 1.882-5(d)(2)(iii).

2. Taxpayer's Trading Recordkeeping System is part of a set of books within the meaning of section 1.882-5(d)(2)(iii)(A)(1).

CAVEATS

This ruling's application is limited to the facts, representations, Code sections, and regulations cited herein. Except as specifically provided otherwise, no opinion is expressed on the federal income tax consequences of any transaction or item discussed or referenced in this letter.

The rulings contained in this letter are based upon information and representations submitted by Taxpayer and accompanied by a penalty of perjury statement executed by an appropriate party. While this office has not verified any of the material submitted in support of the request for rulings, it is subject to verification on examination.

This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) provides that it may not be used or cited as precedent.

A copy of this letter must be attached to any income tax return to which it is relevant. Alternatively, taxpayers filing their returns electronically may satisfy this requirement by attaching a statement to their return that provides the date and control number of the letter ruling.

In accordance with the Powers of Attorney on file with this office, a copy of this letter is being sent to Taxpayer's authorized representatives.

                               Sincerely,



                               Raphael J. Cohen
                               Senior Counsel, Branch 5
                               Office of Associate Chief Counsel
                               (International)

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