If our out-of-state manufactured products are already sold to customers outside Illinois but pass through a third-party distribution center in Illinois for a few days to be consolidated onto other trucks, do those sales count as Illinois sales for our sales-factor apportionment?

Plain-English summary

A combined corporate group headquartered outside Illinois asked the Department to confirm that sales of tangible personal property passing through a new Illinois distribution center would not be sourced to Illinois for sales-factor apportionment purposes. The group's subsidiary manufactures and ships game content and gaming machines from facilities outside Illinois, and all of its products are already sold to specific customers -- located in the Eastern United States or a foreign country -- before they ever reach Illinois. Starting in 2023, the subsidiary began routing some of these already-sold shipments through a centrally located distribution center in Illinois, owned and operated by an unrelated third party, purely to consolidate loads and reduce overall shipping mileage and freight costs. No products are stored there long-term (they typically sit for two to three days, occasionally up to a week), no packaging or product changes occur, and the subsidiary has no employees or leased space at the facility.

Illinois sources a sale of tangible personal property to the state under two possible rules: Clause I, the "destination rule," which counts a sale as an Illinois sale if the shipment terminates in Illinois (even if the purchaser later moves it elsewhere); and Clause II, the "throwback rule," which pulls a sale back into the Illinois numerator if it is shipped from an Illinois location to a state or country where the seller isn't taxable. The Department agreed with the taxpayer on both counts. Relying on its own 2014 private letter ruling involving a nearly identical freight-forwarder fact pattern, and distinguishing the Filtertek case (where an Illinois-based reseller controlled delivery, quality assurance, and billing), the Department concluded that shipments merely passing through the Illinois DC to accommodate further shipping to a predetermined out-of-state or foreign destination neither terminate in Illinois (so Clause I doesn't apply) nor originate from Illinois (so Clause II/throwback doesn't apply either), because the taxpayer is not performing a genuine warehousing function there.

What this means for you

Manufacturers and distributors using cross-dock or consolidation facilities in Illinois

If your products are fully sold to out-of-state or foreign customers before they arrive at an Illinois cross-dock or consolidation point, and the Illinois stop is brief, involves no repackaging or product alteration, and doesn't involve your own storage or personnel, this ruling supports treating those sales as excluded from the Illinois sales-factor numerator under both the destination and throwback rules.

Companies weighing whether to use a third-party Illinois logistics provider

The ruling turned heavily on the taxpayer not controlling the Illinois facility: a third party unrelated to the taxpayer owned and operated the DC, the taxpayer didn't lease space or store inventory there, and Illinois employees played no role in final sales approval. Using your own warehouse, or exercising warehouse-like control (as the reseller did in Filtertek), could produce a different result.

Combined groups apportioning sales among multiple subsidiaries

The ruling addresses sales-factor sourcing for one subsidiary's products within a larger combined return; the same destination/throwback analysis under IITA Section 304(a)(3)(B) and Section 304(e) would need to be separately confirmed for any other combined-group member with different facts.

Anyone relying on this PLR for a similar fact pattern

Because this is a Private Letter Ruling, it legally binds the Department only as to the taxpayer who requested it, and only if the facts recited were accurate and complete. Other taxpayers with similar distribution-center arrangements can look to the reasoning for guidance, but cannot rely on it directly and should consider requesting their own ruling or consulting a tax professional if the stakes are significant.

Common questions

Q: Does a temporary stop at an Illinois distribution center automatically make a sale an "Illinois sale"?
A: No. If the shipment already has a predetermined destination outside Illinois before it reaches the DC, isn't stored there beyond a brief consolidation period, and undergoes no product changes, the Department found the shipment doesn't "terminate" in Illinois under the destination rule (86 Ill. Adm. Code 100.3370(c)(1)(C)).

Q: Could the same shipment get "thrown back" to Illinois because it physically passed through the state?
A: Not under these facts. The throwback rule (Clause II) applies when a sale is shipped from an Illinois location to a place where the seller isn't taxable. Because the taxpayer wasn't performing a warehousing function in Illinois -- just accommodating further shipping -- the Department found the sale didn't "originate" from Illinois either.

Q: What distinguished this case from Filtertek, Inc. v. Department of Revenue, where the Illinois Appellate Court applied the throwback rule?
A: In Filtertek, the Illinois-based taxpayer was a reseller responsible for delivery, quality assurance, and billing on products from its Puerto Rico affiliate -- meaning the sale genuinely originated from its Illinois operations. Here, the taxpayer had no production facility in Illinois and performed no comparable reseller functions; the Illinois DC was a pass-through stop only.

Q: Can other taxpayers with similar distribution-center facts rely on this ruling?
A: No. As a Private Letter Ruling, it binds the Department only with respect to the specific taxpayer's combined group that requested it, and only to the extent the facts given were correct and complete. Other taxpayers would need their own ruling or should consult a tax professional.

Citations and references

Statutes, regulations, and other authority:

• 35 ILCS 5/304(a) (general apportionment rule; sales factor)
• 35 ILCS 5/304(a)(3)(A) (sales factor defined as Illinois sales over total sales everywhere)
• 35 ILCS 5/304(a)(3)(B)(i) (destination sourcing of tangible personal property sales -- Clause I)
• 35 ILCS 5/304(a)(3)(B)(ii) (throwback rule for sales shipped from Illinois -- Clause II)
• 35 ILCS 5/304(e) (combined group apportionment)
• 35 ILCS 5/502 (combined return filing requirement for unitary groups)
• 86 Ill. Adm. Code 100.3370(c)(1)(C) (destination rule; shipment terminates in Illinois)
• 2 Ill. Adm. Code 1200.110 (Private Letter Ruling procedures)
• IT 03-0034-GIL (Nov. 3, 2003) (adopting the destination rule for Section 304(a)(3)(B)(i))
• IT 95-0147-GIL (throwback rule applied to sales into a foreign country)
• PLR IT 14-0002-Corporate Income Tax (2014 PLR finding a temporary freight-forwarder stop in Illinois was not "within Illinois")
• Filtertek, Inc. v. Department of Revenue, 541 N.E.2d 385 (Ill. App. Ct. 1989) (throwback rule applied where the Illinois taxpayer was a reseller responsible for delivery, quality assurance, and billing)

Source

• Landing page: https://taxarchive.illinois.gov/research/legal/letter-rulings/income-tax/2024.html
• Original PDF: https://tax.illinois.gov/content/dam/soi/en/web/taxarchive/research/legal/letter-rulings/income-tax/2024/IT24-0001-PLR.pdf

Original ruling text

IT 24-0001-PLR 8/22/2024 APPORTIONMENT-SALES FACTOR
Temporary interruption in Illinois of shipment from another state to other states or
to a foreign country in which the taxpayer is not subject to tax will not cause the
sale to be thrown back to Illinois.
August 22, 2024
NAME
TITLE
PARTNERSHIP
ADDRESS
E-MAIL
Re:

Request for Private Letter Ruling – Apportionment-Sales Factor
COMPANY1
FEIN: ##-#######
For all tax years beginning on or after MM/DD/YEAR

Dear NAME:
This is in response to your e-mail dated June 26, 2024, in which you requested a Private
Letter Ruling on behalf of COMPANY1. and its combined subsidiaries seeking
confirmation as to whether the sale of certain tangible personal property will be within
Illinois for purposes of 35 ILCS Section 5/304(a).
The review of your request for a Private Letter Ruling indicates that all information
described in paragraphs 1 through 8 of subsection (b) of 2 Ill. Adm. Code Section
1200.110 is contained in your request.
This Private Letter Ruling will bind the Department only with respect to the combined
group that includes COMPANY1 for the issues presented in this ruling. Issuance of this
ruling is conditioned upon the understanding that neither COMPANY1 nor any related
taxpayer is currently under audit or involved in litigation concerning the issues that are
the subject of this ruling request.
The facts and analysis as you have presented them are as follows:
We are writing on behalf of our client, COMPANY1 and combined subsidiaries
(“Taxpayer”) to request a private letter ruling pursuant to Illinois Administrative
Code Section 1200.110. In accordance with such section, the Taxpayer and its
representative (“Representative”) attest to the following:

1. The Taxpayer is not under audit for any tax, nor is the Taxpayer the
   subject of any pending litigation related to this request;
2. The requested ruling relates to the Corporation Income Tax
   (“CIT”) for all periods beginning on or after MM/DD/YEAR
3. To the best of our knowledge, the Taxpayer and Representative are

NAME/COMPANY1
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August 22, 2024
not aware of any contradicting authorities or any rulings covering the
specific facts and questions addressed herein;

4. Neither the Taxpayer nor its Representative have previously
   requested a ruling from the Department of Revenue (“Department”)
   on this issue; and
5. The Taxpayer and Representative are not aware of any relevant
   authorities not disclosed herein which contradicts the ruling request.
   We attach a Power of Attorney authorizing us to represent the Taxpayer for this
   purpose.
   Statement of Facts
   Taxpayer is a leading cross-platform global games company with a focus on
   content and digital markets. The Taxpayer’s headquarters and US manufacturing
   facilities, including its inventory, are located in STATE. Taxpayer files an Illinois
   combined corporate income tax return that includes all members of its federal
   consolidated group (“Combined Group”), including COMPANY2(“COMPANY2”).
   COMPANY2 supplies game content and gaming machines to licensed gaming
   entities. COMPANY2’s products ship from its manufacturing and assembly
   facilities located in STATE. All contract negotiations and final contracts are
   approved by employees located in STATE. COMPANY2 currently has offices
   located in Illinois. While some of COMPANY2’s employees located in Illinois are
   sales representatives or visit customer locations, none of the Company’s inventory
   is stored at or shipped from the Illinois office, and Illinois employees are not
   responsible for final sales approval. Finally, there is no manufacturing or assembly
   performed in Illinois.
   During 2023, COMPANY2 began utilizing a centrally located distribution center
   (“DC”) in Illinois to reduce distribution network miles, freight spend and greenhouse
   gas emissions. A third-party unrelated to the Taxpayer owns and operates the DC
   and the Taxpayer does not separately lease space or have employees located at
   the DC. In addition, the Taxpayer, including COMPANY2, does not store inventory
   at the DC and none of the Taxpayer’s other businesses utilize the Illinois DC. All
   products are manufactured and shipped from STATE, and already sold to and
   destined for customers in the Eastern portion of the US and COUNTRY, prior to
   reaching the Illinois DC.
   COMPANY2 utilizes the Illinois DC solely to accommodate further shipping. There
   are no modifications, product changes, or alterations to the products occurring at
   the DC. There are over three hundred gaming jurisdictions in the US that impose
   strict shipping restrictions on COMPANY2’s products such that the products
   themselves cannot be changed or repackaged once shipping has begun. Each

NAME/COMPANY1
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August 22, 2024
time inventory is placed on a truck, the truck is sealed. Upon arrival at the DC, the
truck is unsealed, and the contents are moved to different trucks depending on the
destination of the products. For example, multiple shipments of products combine
into a single shipment, or products move from one delivery truck to another, with
the goal of reducing overall mileage, freight spend, and greenhouse gas
emissions. Once products are placed back onto trucks, the trucks are resealed.
Products are generally located at the DC for as little as a few hours and for up to 7
days, but on average products remain at the DC for 2 to 3 days.
Ruling Requested
The Taxpayer requests a ruling that sales of COMPANY2’s products that pass
through the Illinois DC and are destined for another state or country are not
includible in the numerator of COMPANY2’s Illinois sales factor. Specifically, the
Taxpayer requests a ruling that confirms that COMPANY2’s products that pass
through the Illinois DC are not “delivered to a purchaser in Illinois” or “shipped from
a warehouse, factory, or other place of storage in Illinois” for purposes of
determining the numerator of COMPANY2’s sales factor. Accordingly,
COMPANY2’s sales that pass through the Illinois DC are not includible in the
numerator of its sales factor for purposes of computing the Combined Group’s
Illinois apportionment percentage.
Discussion and Relevant Authorities
Taxpayers that are members of a unitary group are required to file a combined
corporate net income tax return in Illinois. 1 Tax is based on the combined
group’s apportioned business income. 2 Combined business income is
apportioned using the ratio of each members sale’s “in Illinois” to the group’s total
sales everywhere (“Sales Factor”).
To compute the Sales Factor for sales of tangible personal property, Illinois law
provides that sales are “in Illinois” (i.e., included in the numerator of ratio) if:
(i)

the property is delivered or shipped to a purchaser, other than the
US government, within Illinois regardless of f.o.b. point or other
conditions of the sale (“Clause I”); or

(ii)

the property is shipped from an office, store, warehouse, factory or
other place of storage in Illinois and either the purchaser is the US
government, or the person is not taxable in the state of the
purchaser (“Throwback Rule”/“Clause II”). 3

Tax Law Sec. 502.
Tax Law Sec. 304(e).
3
IITA Sec. 304(a)(3). Note that while the statute uses the phrase “not taxable in the STATE of purchaser,” the
Throwback Rules has also been applied to foreign sales. See, for example, General Information Letter IT 95-0147GIL.
1
2

NAME/COMPANY1
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August 22, 2024
Clause I-Destination Sales
For purposes of determining whether sales are included in the numerator of the
Sales Factor pursuant to Clause I, Illinois regulations provide that property is
delivered or shipped to a purchaser within the State if the shipment terminates in
the State, even though the property is subsequently transferred by the purchaser
to another state (“Destination Rule”). For example, where a corporation makes a
sale to a purchaser who maintains a central warehouse in the State at which all
merchandise purchases are received, and the purchaser reships the goods to its
branch stores in other states for sale, all of the corporation’s products shipped to
the purchaser’s warehouse in Illinois is property “delivered or shipped to a
purchaser within Illinois and included in the numerator of the Sales Factor.” 4
In a 2014 private letter ruling (“PLR”), the Department determined that sales
purchased from an affiliate and temporarily shipped to a freight forwarder’s
facilities in Illinois were not “within Illinois” for purposes of determining the
numerator of the taxpayer’s sales factor. 5 In that ruling, the taxpayer (“Company
1”) shipped goods ordered by its affiliate (“Company 2”) to Company 2’s customers
located outside Illinois via an affiliated freight forwarder (“AFF”) hired by Company

2. The AFF picked up the products at Company 1’s manufacturing facilities located
   outside Illinois and shipped such products (at Company 2’s direction) to AFF’s
   facilities in Illinois which its consolidated such shipments with other products
   purchased by Company 2. Company 1’s products were ready for shipping to other
   states or countries with no further labeling or packaging changes required. In
   addition, there were no modifications, no product changes, and no alterations
   made to the products while at the Illinois facility. The products would remain at the
   AFF’s facilities for a brief time (from a few hours to a couple of days). The taxpayer
   requested confirmation that its shipment of products to Company 2’s AFF in Illinois
   did not cause such products to be “shipped to or delivered” to a customer in Illinois.
   In determining that Company 1’s sales were not sales “within Illinois,” the
   Department ruled that Company 1’s products shipped to Illinois merely to
   accommodate further shipping to a predetermined destination outside Illinois, and
   the taxpayer was not engaged in a warehouse function in Illinois. Accordingly,
   Company 1’s sales were not made within the State for purposes of computing the
   numerator of its sales factor.
   Clause II-Origin Sales (Throwback Sales)
   There is little authority addressing whether, under facts similar to these, sales are
   included in the numerator of the Sales Factor pursuant to Clause II (i.e.,
   Throwback). However, the Illinois Appellate Court in Filtertek Inc. v. Department of
   Revenue 6 determined that the taxpayer was subject to the Throwback Rule for
   sales purchased from an affiliate located in Puerto Rico and destined for customers
   IL Reg. Sec. 100.3370(c)(1)(C).
   PLR IT 14-0002-Corporate Income Tax.
   6
   Filtertek, Inc. v. Department of Revenue, 541 N.E. 2d 385, July 20, 1989.
   4
   5

NAME/COMPANY1
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August 22, 2024
outside Illinois. In that case, the taxpayer, which had a manufacturing facility and
a small sales force located in Illinois, had an agreement to purchase and distribute
products manufactured by its affiliate in Puerto Rico. The taxpayer in Illinois was
responsible for reselling the products to out-of-State customers and storing the
products until delivery to customers. The Taxpayer argued that such sales were
really sales that originated from Puerto Rico and were merely transshipped through
Illinois to their final destination outside Illinois. The Court determined, however,
that the taxpayer, and not its affiliate, was responsible for delivery, quality
assurance, and billing, and therefore was in fact a reseller. Accordingly, for
purposes of applying the State’s throwback rule, the taxpayer’s sales originated
from its location within Illinois.
Conclusion
Based on the foregoing authority, the Taxpayer submits that COMPANY2’s sales
of products that pass through the Illinois DC are not includible in the numerator of
its sales factor since such sales do not terminate in, or originate, from Illinois.
With respect to Clause I, COMPANY2’s sales do not terminate in Illinois merely
because they flow through the Illinois DC. Specifically, COMPANY2’s sales are
includible in the numerator of its sales factor only if COMPANY2 delivers or ships
such sales to a purchaser, other than the US government, within Illinois. Pursuant
to Illinois regulations, property is delivered or shipped to a purchaser within the
State if the shipment terminates in the State.
Under the facts set forth above, COMPANY2’s sales do not terminate in the State.
In this instance, only the seller (i.e., COMPANY2) will utilize the Illinois DC.
Customers do not temporarily store goods in Illinois for distribution outside the
State. That is, customers do not maintain a warehouse or other distribution center
in Illinois; they do not lease space at the Illinois DC; they do not authorize shipment
to the Illinois DC or accept goods arriving at the Illinois DC for future shipment
outside the State. Accordingly, COMPANY2’s sales that ship through the Illinois
DC do not terminate in Illinois for purposes of computing the numerator of its sales
factor.
Likewise, with respect to Clause II, COMPANY2’s sales do not originate from
Illinois. While not directly addressing Clause I, the Department’s conclusion in its
2014 PLR similarly applies to the application of Clause II. In that ruling, the
Department determined that sales temporarily shipped to a freight forwarder’s
facilities in Illinois did not terminate in Illinois for purposes of computing the
numerator of the sales factor. In that case, Company 1 sold products to Company
2 who used an AFF that temporarily stored such products in Illinois to facilitate
further shipping. In that decision, the Department determined that Company 1’s
sales arriving temporarily in Illinois did not “terminate” in Illinois for purposes of
determining the numerator of the Company 1’s sales factor. The Department’s

NAME/COMPANY1
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August 22, 2024
conclusion was based on the following factors: prior to being shipped to the freight
forwarder’s facilities in Illinois, the products were already sold and ready to be
shipped with no further labeling or packaging changes required; there were no
modifications, product changes, or alterations made to the products while at the
Illinois facility; the products remained at the freight forwarder’s facilities for a short
time (from a few hours to a couple of days); and the taxpayer did not have any
production facilities in Illinois. Accordingly, the Company 1’s sales did not terminate
in Illinois.
Similarly, if the use of a freight forwarder’s facilities in Illinois does not result in
goods terminating in Illinois for purposes of Company 1’s sales, it is logical that
such sales do not originate from Illinois for purposes of Company 2’s sales. 7 That
is, the use of a freight forwarder does not interrupt the stream of interstate
commerce for products already sold to a purchaser. As with the companies in the
2014 PLR, COMPANY2 accepts, processes and packages all orders from its
headquarters outside Illinois (i.e., STATE). COMPANY2 packages are ready for
shipment and destined for customers located outside Illinois prior to leaving its
facilities in STATE. In addition, like the taxpayers in the 2014 PLR, when goods
are temporarily at the DC to facilitate further shipping, there are no product
modifications, changes, or alterations to the products. In fact, state regulations
prohibit any product changes while at the Illinois DC. As with Company 1 and 2’s
products, COMPANY2’s products will be at the DC for a brief period only to
accommodate further shipping to a predetermined destination outside Illinois.
Finally, unlike the taxpayer in Filtertek, COMPANY2 does not have any
production facilities in Illinois from which it sells (or resells) products. Unlike the
taxpayer in Filtertek, but like the taxpayers in the 2014 PLR, the sole purpose for
the temporary stop in Illinois is to accommodate further shipping. Accordingly,
COMPANY2’s sales that passthrough the Illinois distribution center do not
originate from Illinois for purposes of computing the numerator of its Illinois sales
factor.
Based on the foregoing, since COMPANY2’s sales that pass through the Illinois
DC do not terminate in or originate from Illinois, such sales are not includible in
the numerator of COMPANY2’s sales factor for purposes of determining the
Combined Group’s Illinois apportionment factor.
We respectfully request that the Department issue the requested ruling with the
Taxpayer’s name redacted. We further request that the Taxpayer be permitted to
withdraw the ruling request in the event the Department’s concludes is contrary to
that of the Taxpayer. Should you have any questions or need additional
information please contact me at (###) ###-#### or E-MAIL.

While private letter rulings may be relied upon only by the party requesting the ruling, the analysis contained
therein provides insight to the Department’s position.

7

NAME/COMPANY1
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August 22, 2024
RULING
Section 304 of the Illinois Income Tax Act (“IITA”; 35 ILCS 5/304) contains
apportionment rules that determine the amount of business income of a nonresident
that is taxable in Illinois where the income is derived from Illinois and one or more
other states. Under IITA Section 304(a) and (h), the general apportionment rule
requires a taxpayer to multiply its business income for the taxable year by its sales
factor. IITA Section 304(a)(3)(A) defines the “sales factor” as the fraction consisting of
the taxpayer’s total sales in Illinois during the taxable year over its total sales
everywhere during the taxable year. The apportionment required under IITA Section
304(a) is to be performed following the close of the taxpayer’s taxable year. The
taxpayer determines its total business income for the taxable year, and then
apportions to Illinois that part of such income that bears the same ratio as the
taxpayer’s Illinois sales for the taxable year bears to total taxable year sales.
IITA Section 304(a)(3)(B) provides various rules for determining whether sales are
sourced to Illinois for sales factor purposes. IITA Section 304(a)(3)(B)(i) provides that
sales of tangible personal property are sourced to Illinois if:
The property is delivered or shipped to a purchaser, other than the United
States government, within this State regardless of the f.o.b. point or other
conditions of the sale.
With regard to this section, 86 Ill. Adm. Code Section 100.3370(c)(1)(C) states:
Property is delivered or shipped to a purchaser within this State if the
shipment terminates in this State, even though the property is
subsequently transferred by the purchaser to another state.
Example: A corporation makes a sale to a purchaser who maintains a
central warehouse in this State at which all merchandise purchases are
received. The purchaser reships the goods to its branch stores in other
states for sale. All of the corporation’s products shipped to the purchaser’s
warehouse in this State is property “delivered or shipped to a purchaser
within this State”.
The Department, relying on decisions of courts in other UDITPA-based states,
determined that the “destination rule” shall apply for purposes of applying IITA Section
304(a)(3)(B)(i) [See IT 03-0034-GIL (Nov. 3, 2003)]. Under this rule, even though a
taxpayer’s customer may receive physical possession of the property outside Illinois, a
sale may nonetheless constitute an Illinois sale where the destination of the property
sold is Illinois.
In the instant case, the destination of COMPANY2’s sales is to customers in the Eastern
portion of the U.S. and COUNTRY. Your petition indicates that COMPANY2 utilizes the
Illinois DC solely to accommodate further shipping. Your petition represents all gaming

NAME/COMPANY1
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August 22, 2024
content and gaming machines are manufactured and shipped from STATE, and no
modifications, product changes, or alterations to the products occur at the Illinois DC.
Rather, as you represent, the property is merely located in Illinois at the Illinois DC for
short periods of time, sometimes for as little as a few hours but other times up to 7 days,
but on average the products only remain at the Illinois DC for 2 to 3 days in order to be
consolidated with other products into a single shipment or transferred to another
outgoing delivery truck. In addition, your petition represents that COMPANY2 does not
own or operate the Illinois DC, does not separately lease space or have employees
located at the Illinois DC, does not store inventory at the Illinois DC, and none of
COMPANY1’s other businesses utilize the Illinois DC. Assuming these facts are true,
shipment of the property does not terminate in Illinois. The products are shipped to
Illinois merely to accommodate further shipping to a predetermined destination outside
Illinois, and the taxpayer is not engaged in a warehouse function in Illinois. Accordingly,
the sales of COMPANY2’s products that pass through the Illinois DC intended for
destination to customers in the Eastern portion of the U.S. and COUNTRY are not
sales within this State under the provisions of IITA Sections 304(a)(3)(B)(i) and
304(a)(3)(B)(ii).
This ruling shall bind the Department for the taxable year beginning on MM/DD/YEAR,
and for subsequent tax years, except as limited pursuant to 2 Ill. Adm. Code Section
1200.110(d) and (e). The facts upon which this ruling is based are subject to review by
the Department during the course of any audit, investigation or hearing and this ruling
shall bind the Department only if the material facts as recited and incorporated in this
ruling are correct and complete. This ruling will cease to bind the Department if there is
a pertinent change in statutory law, case law, rules or in the material facts recited in this
ruling.
Sincerely,
Jennifer Uhles
Associate Counsel (Income Tax)