[Classification]

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[Classification]

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Section 302 ChallengesSection 302 Challenges

Bill Salva

Tax Services DirectorSeptember 15, 2008

Bill Salva

Tax Services DirectorSeptember 15, 2008

The Depository Trust Company is a subsidiary of

The Depository Trust & Clearing Corporation

The Depository Trust Company is a subsidiary of

The Depository Trust & Clearing Corporation

3 [Classification]

Agenda Agenda

•Implementation

•Identification Process

•Operational Challenges

•Other Issues to Consider

•Statistics

•Implementation

•Identification Process

•Operational Challenges

•Other Issues to Consider

•Statistics

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Implementation of Escrow ProceduresImplementation of Escrow Procedures

•DTC’s Responsibilities as a U.S. Withholding Agent

•Escrow Procedures Provide Relief from Treating Distributions as Dividends

•DTC’s Responsibilities as a U.S. Withholding Agent

•Escrow Procedures Provide Relief from Treating Distributions as Dividends

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Process for Identification of §302 ItemsProcess for Identification of §302 Items

•Filter Corporate Actions for Potential §302 Treatment

•Read Offering Documents

•Verify Assessment With Outside Vendor

•Establish Escalation Procedures

•Access to Tax Counsel

•Filter Corporate Actions for Potential §302 Treatment

•Read Offering Documents

•Verify Assessment With Outside Vendor

•Establish Escalation Procedures

•Access to Tax Counsel

6 [Classification]

Operational ChallengesOperational Challenges

•Identification of Corporate Actions

• Notify Customers ASAP

•Complex Taxability Issues – Not an Operational Role

• Mergers with Elections – Depending on Election May Have Different Tax Consequences

•Identification of Corporate Actions

• Notify Customers ASAP

•Complex Taxability Issues – Not an Operational Role

• Mergers with Elections – Depending on Election May Have Different Tax Consequences

7 [Classification]

Other Issues to ConsiderOther Issues to Consider

•Foreign Holders May Have 2 U.S. Custodians Treating Same Event Differently

•More Issuers Taking Conservative Stance?

•Foreign Holders May Have 2 U.S. Custodians Treating Same Event Differently

•More Issuers Taking Conservative Stance?

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2008 Statistics – Thru August2008 Statistics – Thru August

•Applied to 73 Corporate Actions

•Majority Tender Offers (38)

•25 Mergers

•10 Miscellaneous

•Applied to 73 Corporate Actions

•Majority Tender Offers (38)

•25 Mergers

•10 Miscellaneous