Internal Revenue Bulletin 2022-15 (PDF rendition): IRS Announcements

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Bulletin No. 2022–15
April 11, 2022
HIGHLIGHTS
OF THIS ISSUE
These synopses are intended only as aids to the reader in
identifying the subject matter covered. They may not be
relied upon as authoritative interpretations.
ADMINISTRATIVE
Announcement 2022-7, page 946.
This Announcement is issued pursuant to § 521(b) of
Pub. L. 106-170, the Ticket to Work and Work Incen-
tives Improvement Act of 1999, which requires the Sec-
retary of the Treasury to report annually to the public
concerning advance pricing agreements (APAs) and the
Advance Pricing and Mutual Agreement Program (APMA
Program), formerly known as the Advance Pricing
Agreement Program (APA Program). This twenty-third
report describes the experience, structure, and activ-
ities of the APMA Program during calendar year 2021.
EMPLOYEE PLANS
REG-121508-18, page 996.
This document sets forth proposed regulations relating
to certain multiple employer plans (MEPs) described in
the Internal Revenue Code. The proposed regulations
provide an exception, if certain requirements are met, to
the application of the “unified plan rule” for MEPs in the
event of a failure by one or more employers participating
in the plan to take actions required of them to satisfy the
applicable requirements of the Code. These proposed
regulations would affect certain MEPs, participants in
those MEPs (and their beneficiaries), employers partic-
ipating in those MEPs, and plan administrators of those
MEPs. This document also withdraws proposed regula-
tions published in the Federal Register on July 3, 2019,
amending the application of the unified plan rule to MEPs
and provides a notice of a public hearing.
Finding Lists begin on page ii.

The IRS Mission
Provide America’s taxpayers top-quality service by helping
them understand and meet their tax responsibilities and en-
force the law with integrity and fairness to all.
Introduction
The Internal Revenue Bulletin is the authoritative instrument
of the Commissioner of Internal Revenue for announcing of-
ficial rulings and procedures of the Internal Revenue Service
and for publishing Treasury Decisions, Executive Orders, Tax
Conventions, legislation, court decisions, and other items of
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It is the policy of the Service to publish in the Bulletin all sub-
stantive rulings necessary to promote a uniform application
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modify, or amend any of those previously published in the
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wise indicated. Procedures relating solely to matters of inter-
nal management are not published; however, statements of
internal practices and procedures that affect the rights and
duties of taxpayers are published.
Revenue rulings represent the conclusions of the Service
on the application of the law to the pivotal facts stated in
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ings to taxpayers or technical advice to Service field offices,
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comply with statutory requirements.
Rulings and procedures reported in the Bulletin do not have the
force and effect of Treasury Department Regulations, but they
may be used as precedents. Unpublished rulings will not be
relied on, used, or cited as precedents by Service personnel in
the disposition of other cases. In applying published rulings and
procedures, the effect of subsequent legislation, regulations,
court decisions, rulings, and procedures must be considered,
and Service personnel and others concerned are cautioned
against reaching the same conclusions in other cases unless
the facts and circumstances are substantially the same.
The Bulletin is divided into four parts as follows:
Part I.—1986 Code.
This part includes rulings and decisions based on provisions
of the Internal Revenue Code of 1986.
Part II.—Treaties and Tax Legislation.
This part is divided into two subparts as follows: Subpart A,
Tax Conventions and Other Related Items, and Subpart B,
Legislation and Related Committee Reports.
Part III.—Administrative, Procedural, and Miscellaneous.
To the extent practicable, pertinent cross references to these
subjects are contained in the other Parts and Subparts. Also
included in this part are Bank Secrecy Act Administrative
Rulings. Bank Secrecy Act Administrative Rulings are issued
by the Department of the Treasury’s Office of the Assistant
Secretary (Enforcement).
Part IV.—Items of General Interest.
This part includes notices of proposed rulemakings, disbar-
ment and suspension lists, and announcements.
The last Bulletin for each month includes a cumulative index
for the matters published during the preceding months. These
monthly indexes are cumulated on a semiannual basis, and are
published in the last Bulletin of each semiannual period.
The contents of this publication are not copyrighted and may be reprinted freely. A citation of the Internal Revenue Bulletin as the source would be appropriate.
April 11, 2022 Bulletin No. 2022–15

Part I
Announcement and Report Concerning Advance Pricing Agreements
Announcement 2022-7
March 22, 2022
This Announcement is issued pursuant to § 521(b) of Pub. L. 106-170, the Ticket to Work and Work Incentives Improvement Act of
1999, which requires the Secretary of the Treasury to report annually to the public concerning advance pricing agreements (APAs)
and the Advance Pricing and Mutual Agreement Program (APMA Program), formerly known as the Advance Pricing Agreement
Program (APA Program). The first report covered calendar years 1991 through 1999. Subsequent reports covered each calendar year
2000 through 2020 separately. This twenty-third report describes the experience, structure, and activities of the APMA Program
during calendar year 2021. It does not provide guidance regarding the application of the arm’s length standard.
Part I of this report includes information on the structure, composition, and operation of the APMA Program; Part II presents statisti-
cal data; and Part III includes general descriptions of various elements of the APAs executed in 2021, including types of transactions
covered, transfer pricing methods used, and completion time.
Nicole L. Welch
Acting Director, Advance Pricing and Mutual Agreement Program
April 11, 2022 946 Bulletin No. 2022–15

Part I. The APMA Program – Structure, Composition, and Operation
[Pub. L. 106-170 § 521(b)(2)(A)]
In February 2012, the former APA Program was moved from the Office of Chief Counsel to the Office of Transfer Pricing Operations
1

within the Large Business and International Division of the IRS and combined with the U.S. Competent Authority staff responsible
for transfer pricing cases, thereby forming the APMA Program (APMA).

As of December 31, 2021, APMA’s APA cases were handled by 80 team leaders, 25 economists, 9 managers, and 3 assistant direc-
tors.
2
Each assistant director oversees three managers who lead teams consisting of both team leaders and economists. APMA’s main
office is in Washington, DC, and it also has offices in northern California (San Francisco and San Jose), southern California (Los
Angeles and Laguna Niguel), Chicago, and New York.
On August 31, 2015, a new revenue procedure governing APA applications was published in 2015-35 I.R.B. on page 263. Revenue
Procedure (Rev. Proc.) 2015-41 provides guidance, information and instructions on APA requests and the administration of APAs.
Rev. Proc. 2015-41 updates and supersedes Rev. Proc. 2006-9, 2006-1 C.B. 278, as modified by Rev. Proc. 2008-31, 2008-1 C.B.
1133, which is also superseded.
Model APAs appear as appendices to this report. Appendix 1 is the model for APAs covered by Rev. Proc. 2006-9. Appendix 2 is the
current model APA for APAs covered by Rev. Proc. 2015-41. A list of primary APMA contacts is available at https://www.irs.gov/
businesses/corporations/apma-contacts.
1
In 2017, Transfer Pricing Operations became Treaty & Transfer Pricing Operations (“TTPO”).
2
In late 2020, TTPO’s Treaty Assistance and Interpretation Team (TAIT) joined APMA, bringing the total number of groups in APMA to four. The three legacy APMA groups have primary
responsibility for cases arising under the business profits and associated enterprises articles of U.S. tax treaties. TAIT endeavors to resolve competent authority issues arising under all other
articles of U.S. tax treaties including issues arising under U.S. tax treaties relating to estate and gift taxes. As such, TAIT is separate from APMA’s APA program, and the total numbers of
team leaders and managers handling APA cases do not include TAIT analysts and managers.
Bulletin No. 2022–15 947 April 11, 2022

Part II. APMA Program Statistical Data
[Pub. L. 106-170 § 521(b)(2)(C)(i-viii)]
Table 1: APA Applications Filed
§ 521(b)(2)(C)(i)
3
Unilateral Bilateral MultilateralTotal
Filed 1991-1999
3
401
Filed 2000-20206371,724292,390
Filed in 2021161218145
Total Filed 1991-2021 2,936

3

Part II. APMA Program Statistical Data
[Pub. L. 106-170 § 521(b)(2)(C)(i-viii)]

Table 1: APA Applications Filed
§ 521(b)(2)(C)(i)

Unilateral Bilateral Multilateral Total
Filed 1991-1999
3
401
Filed 2000-2020 637 1,724 29 2,390
Filed in 2021 16 121 8 145
Total Filed 1991-2021

2,936

The charts above illustrate the number of complete applications filed per year and the bilateral
requests received in 2021 per foreign country. As of December 31, 2021, APMA had also
received 29 user fee filings that were not yet accompanied by substantially complete APA
applications, in addition to the 145 complete APA applications.

3
The first APA Statutory Report, which compiled APA data from 1991-1999, did not report the cumulative number
of applications for those years by submission type, so the cumulative totals cannot be reported in that manner.
0
50
100
150
200
250
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Applications Filed
2012-2021
Japan
33%
India
16%
Canada
10%
Italy
7%
Germany
5%
Korea
4%
United Kingdom
3%
Mexico
3%
China
3%
All Other Countries
16%
Bilateral APAs
Filed per Country 2021
The charts above illustrate the number of complete applications fi led per year and the bilateral requests received in 2021 per foreign
country. As of December 31, 2021, APMA had also received 29 user fee fi lings that were not yet accompanied by substantially com-
plete APA applications, in addition to the 145 complete APA applications.
3
The fi rst APA Statutory Report, which compiled APA data from 1991-1999, did not report the cumulative number of applications for those years by submission type, so the cumulative totals
cannot be reported in that manner.
April 11, 2022 948 Bulletin No. 2022–15

Table 2: Executed
4
and Pending APAs
§ 521(b)(2)(C)(ii-vi)
56
Unilateral Bilateral MultilateralTotal
Total Executed 1991-20206621,385202,067
Total Executed in 202125981124
Total Executed 1991-20216871,483212,191
Total Pending as of 12/31/20213939527461
Renewals Executed in 2021
5
1959078
Renewals Pending
6
as of 12/31/20212614712185

4

Table 2: Executed
4
and Pending APAs
§ 521(b)(2)(C)(ii-vi)

Unilateral Bilateral Multilateral
Total
Total Executed 1991-2020 662 1,385 20 2,067
Total Executed in 2021 25 98 1 124
Total Executed 1991-2021 687 1,483 21 2,191

Total Pending as of 12/31/2021 39 395 27 461

Renewals Executed in 2021
5
19 59 0 78
Renewals Pending
6
as of 12/31/2021 26 147 12 185

In 2021, the percentage of renewals executed increased (63 percent of all APAs executed in 2021
versus 59 percent in 2020). The charts above illustrate trends in the number of APAs executed

4
Executed APAs refers to all APAs finalized or renewed.
5
The number of renewals executed is included in the total number of APAs executed during the year.
6
The number of renewals still pending as of year-end is also included in the total number of pending APAs.
0
50
100
150
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
APAs Executed
2012-2021
Japan
40%
Germany
20%
Canada
7%
Korea
6%
India
5%
China
3%
Italy
3%
Netherlands
3%
Switzerland
4%
All Other Countries
9%
Bilateral APAs
Executed by Country 2021
In 2021, the percentage of renewals executed increased (63 percent of all APAs executed in 2021 versus 59 percent in 2020). The
charts above illustrate trends in the number of APAs executed per year and the countries involved in the bilateral APAs that were
executed in 2021.
4
Executed APAs refers to all APAs fi nalized or renewed.
5
The number of renewals executed is included in the total number of APAs executed during the year.
6
The number of renewals still pending as of year-end is also included in the total number of pending APAs.
Bulletin No. 2022–15 949 April 11, 2022

5

per year and the countries involved in the bilateral APAs that were executed in 2021.

As the top chart illustrates, the number of pending requests increased slightly relative to
December 31, 2020. As of December 31, 2021, almost half of the pending bilateral APA requests
involved either Japan or India.

Table 3: APAs Revoked or Cancelled and Applications Withdrawn
§ 521(b)(2)(C)(vii)

Unilateral Bilateral Multilateral
Total
Revoked or Cancelled in 2021 0 0 0 0
Total Revoked or Cancelled 1991-2021
7
11

Applications Withdrawn in 2021 1 4 1 6
Total Applications Withdrawn 1991-2021
8
279

7
The first APA Statutory Report, which compiled APA data from 1991-1999, did not report the cumulative number
of applications for those years by submission type, so the cumulative totals cannot be reported in that manner.
8
See supra note 7.
Pending APAs
2012-2021
0
100
200
300
400
500
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Japan
25%
India
22%
Canada
11%
Germany
5%
Italy
5%
Korea
5%
Mexico
5%
United Kingdom
4%
Switzerland
3%
All Other Countries
15%
Pending Bilateral APAs
by Country 2021
As the top chart illustrates, the number of pending requests increased slightly relative to December 31, 2020. As of December 31,
2021, almost half of the pending bilateral APA requests involved either Japan or India.
Table 3: APAs Revoked or Cancelled and Applications Withdrawn
§ 521(b)(2)(C)(vii)
78
Unilateral Bilateral MultilateralTotal
Revoked or Cancelled in 20210000
Total Revoked or Cancelled 1991-2021
7
11
Applications Withdrawn in 20211416
Total Applications Withdrawn 1991-2021
8
279
7
The fi rst APA Statutory Report, which compiled APA data from 1991-1999, did not report the cumulative number of applications for those years by submission type, so the cumulative totals
cannot be reported in that manner.
8
See supra note 7.
April 11, 2022 950 Bulletin No. 2022–15

Table 4: APAs Executed in 2021 by Industry
§ 521(b)(2)(C)(viii)
Industry
Manufacturing46
Wholesale/Retail Trade47
Services17
Management8
Finance, Insurance, and Real Estate4
All Other Industries2

6

Table 4: APAs Executed in 2021 by Industry
§ 521(b)(2)(C)(viii)
Industry

Manufacturing 46
Wholesale/Retail Trade 47
Services 17
Management 8
Finance, Insurance, and Real Estate 4
All Other Industries 2

Table 4a: Manufacturing APAs Executed in 2021
Type of Manufacturing

Transportation Equipment 17
Chemical 10
Computer and Electronic Products 5
Miscellaneous
9
4
Machinery 3
All Other Manufacturing 7

9
Industries in the Miscellaneous Manufacturing subsector (NAICS Code 339) make a wide range of products that
cannot readily be classified in specific NAICS manufacturing subsectors.
Manufacturing
37%
Wholesale/Retail
Trade
38%
Services
14%
Management
6%
Finance, Insurance
and Real Estate
3%
All Other Industries
2%
APAs Executed
in 2021 by Industry
Table 4a: Manufacturing APAs Executed in 2021
9
Type of Manufacturing
Transportation Equipment17
Chemical10
Computer and Electronic Products5
Miscellaneous
9
4
Machinery3
All Other Manufacturing7
9
Industries in the Miscellaneous Manufacturing subsector (NAICS Code 339) make a wide range of products that cannot readily be classifi ed in specifi c NAICS manufacturing subsectors.
Bulletin No. 2022–15 951 April 11, 2022

April 11, 2022 952 Bulletin No. 2022–15

7

Table 4b: Wholesale/Retail Trade APAs Executed in 2021

Type of Wholesale/Retail Trade

Merchant Wholesalers, Durable Goods 29
Merchant Wholesalers, Nondurable Goods
9
Motor Vehicle and Parts Dealers
4
All Other Wholesalers
5

Transportation
Equipment
37%
Chemical
22%
Computer and
Electronic Products
11%
Miscellaneous
9%
Machinery
6%
All Other
Manufacturing
15%
Type of Manufacturing APAs
Executed in 2021
Merchant
Wholesalers, Durable
Goods
62%
Merchant
Wholesalers,
Nondurable Goods
19%
Motor Vehicle and
Parts Dealers
8%
All Other
Wholesalers
11%
Type of Wholesale/Retail Trade APAs
Executed in 2021
Table 4b: Wholesale/Retail Trade APAs Executed in 2021
Type of Wholesale/Retail Trade
Merchant Wholesalers, Durable Goods 29
Merchant Wholesalers, Nondurable Goods
9
Motor Vehicle and Parts Dealers
4
All Other Wholesalers
5

7

Table 4b: Wholesale/Retail Trade APAs Executed in 2021

Type of Wholesale/Retail Trade

Merchant Wholesalers, Durable Goods 29
Merchant Wholesalers, Nondurable Goods
9
Motor Vehicle and Parts Dealers
4
All Other Wholesalers
5

Transportation
Equipment
37%
Chemical
22%
Computer and
Electronic Products
11%
Miscellaneous
9%
Machinery
6%
All Other
Manufacturing
15%
Type of Manufacturing APAs
Executed in 2021
Merchant
Wholesalers, Durable
Goods
62%
Merchant
Wholesalers,
Nondurable Goods
19%
Motor Vehicle and
Parts Dealers
8%
All Other
Wholesalers
11%
Type of Wholesale/Retail Trade APAs
Executed in 2021

Part III. General Descriptions of APAs Executed in 2021
[Pub. L. 106-170 § 521(b)(2)(D) and (E)]
Nature of the Relationships
§ 521(b)(2)(D)(i)

8

Part III. General Descriptions of APAs Executed in 2021
[Pub. L. 106-170 § 521(b)(2)(D) and (E)]

Nature of the Relationships
§ 521(b)(2)(D)(i)

As in prior years, more than half of the APAs executed in 2021 involved transactions between
non-U.S. parents and U.S. subsidiaries.

Covered Transactions, Functions and Risks, and Tested Parties
§ 521(b)(2)(D)(ii-iii)

Most of the transactions
10
covered in APAs executed in 2021 involve the sale of tangible goods
or the provision of services. Fifteen percent of the transactions involve the use of intangible
property, which can be among the most challenging transactions in APMA’s inventory.

10
APAs often cover more than one type of transaction.
Non-U.S. Parent &
U.S. Subsidiary
61%
U.S. Parent &
Non-U.S. Subsidiary
25%
Sister Companies
14%
Relationships between Controlled Parties
Sale of Tangible
Property into the U.S.
29%
Sale of Tangible
Property from the
U.S.
16%
Use of Intangible
Property by a U.S.
Entity
10%
Use of Intangible
Property by a Non-
U.S. Entity
6%
Provision of Services
by a U.S. Entity
21%
Provision of Services
by a Non-U.S. Entity
17%
All Other Types of
Transactions
1%
Types of Covered Transactions
As in prior years, more than half of the APAs executed in 2021 involved transactions between non-U.S. parents and U.S. subsidiaries.
Covered Transactions, Functions and Risks, and Tested Parties
§ 521(b)(2)(D)(ii-iii)

8

Part III. General Descriptions of APAs Executed in 2021
[Pub. L. 106-170 § 521(b)(2)(D) and (E)]

Nature of the Relationships
§ 521(b)(2)(D)(i)

As in prior years, more than half of the APAs executed in 2021 involved transactions between
non-U.S. parents and U.S. subsidiaries.

Covered Transactions, Functions and Risks, and Tested Parties
§ 521(b)(2)(D)(ii-iii)

Most of the transactions
10
covered in APAs executed in 2021 involve the sale of tangible goods
or the provision of services. Fifteen percent of the transactions involve the use of intangible
property, which can be among the most challenging transactions in APMA’s inventory.

10
APAs often cover more than one type of transaction.
Non-U.S. Parent &
U.S. Subsidiary 61%
U.S. Parent & Non-
U.S. Subsidiary 25%
Sister Companies
14%
Relationships between Controlled Parties
Sale of Tangible
Property into the U.S.
29%
Sale of Tangible
Property from the
U.S.
16%
Use of Intangible
Property by a U.S.
Entity
10%
Use of Intangible
Property by a Non-
U.S. Entity
6%
Provision of Services
by a U.S. Entity
21%
Provision of Services
by a Non-U.S. Entity
17%
All Other Types of
Transactions
1%
Types of Covered Transactions
Most of the transactions
10
covered in APAs executed in 2021 involve the sale of tangible goods or the provision of services. Fifteen
percent of the transactions involve the use of intangible property, which can be among the most challenging transactions in APMA’s
inventory.
In the majority of APAs, the covered transactions involve numerous business functions and risks. For instance, with respect to func-
tions, APAs involving manufactured products typically involve a controlled group that conducts research and development (R&D),
engages in product design and engineering, manufactures the product, markets and distributes the product, and performs support
functions such as legal, fi nance, and human resources. Regarding risks, the controlled group may assume a variety of risks, including
market risks, R&D risks, fi nancial risks, credit and collection risks, product liability risks, and general business risks. In the APA eval-
uation process, a signifi cant amount of time and effort is devoted to understanding how the functions and risks are allocated among
the controlled group of companies that are party to the covered transactions. For methods requiring the selection of a tested party, the
tested party chosen generally will be the least complex of the controlled taxpayers.
10
APAs often cover more than one type of transaction.
Bulletin No. 2022–15 953 April 11, 2022

9

In the majority of APAs, the covered transactions involve numerous business functions and risks.
For instance, with respect to functions, APAs involving manufactured products typically involve
a controlled group that conducts research and development (R&D), engages in product design
and engineering, manufactures the product, markets and distributes the product, and performs
support functions such as legal, finance, and human resources. Regarding risks, the controlled
group may assume a variety of risks, including market risks, R&D risks, financial risks, credit
and collection risks, product liability risks, and general business risks. In the APA evaluation
process, a significant amount of time and effort is devoted to understanding how the functions
and risks are allocated among the controlled group of companies that are party to the covered
transactions. For methods requiring the selection of a tested party, the tested party chosen
generally will be the least complex of the controlled taxpayers.

Consistent with prior years, a majority of tested parties
11
in 2021 were U.S. distributors, U.S.
manufacturers, or U.S. service providers.

Transfer Pricing Methods Used
§ 521(b)(2)(D)(iv)

In 2021, the most commonly used transfer pricing method (TPM) for both the sale of tangible
property and the use of intangible property continued to be the comparable profits
method/transactional net margin method (CPM/TNMM). The CPM/TNMM was used for 85
percent of these types of transactions.

For covered transactions involving tangible and intangible property that used the CPM/TNMM,
the operating margin (OM) is still the most common profit level indicator (PLI) used to
benchmark results. It was used 65 percent of the time. Other PLIs, such as the Berry Ratio and
return on total cost, made up the other 35 percent. As used here, “OM” is defined as the ratio of
operating profit to sales,
12
and “Berry Ratio” is defined as the ratio of gross profit to operating
expenses.
13
Most services transactions (90 percent) also used the CPM/TNMM with the OM and

11
Not all the executed APAs involve a tested party.
12
See Treas. Reg. § 1.482-5(b)(4)(ii)(A).
13
See Treas. Reg. § 1.482-5(b)(4)(ii)(B).
U.S. Distributor
45%
Non-U.S. Distributor
13%
U.S. Service Provider
9%
Non-U.S. Service
Provider
9%
U.S. Manufacturer
23%
All Other Types of
Tested Parties
1%
Types of Tested Parties
Consistent with prior years, a majority of tested parties
11
in 2021 were U.S. distributors, U.S. manufacturers, or U.S. service providers.
Transfer Pricing Methods Used
§ 521(b)(2)(D)(iv)
In 2021, the most commonly used transfer pricing method (TPM) for both the sale of tangible property and the use of intangible
property continued to be the comparable profi ts method/transactional net margin method (CPM/TNMM). The CPM/TNMM was used
for 85 percent of these types of transactions.
For covered transactions involving tangible and intangible property that used the CPM/TNMM, the operating margin (OM) is still the
most common profi t level indicator (PLI) used to benchmark results. It was used 65 percent of the time. Other PLIs, such as the Berry
Ratio and return on total cost, made up the other 35 percent. As used here, “OM” is defi ned as the ratio of operating profi t to sales,
12
and “Berry Ratio” is defi ned as the ratio of gross profi t to operating expenses.
13
Most services transactions (90 percent) also used the
CPM/TNMM with the OM and operating profi t to operating expense being the most common PLIs (used 56 percent of the time).
14
Sources of Comparables, Comparables Selection Criteria, and Nature of Adjustments to Comparables or Tested Party Data
§ 521(b)(2)(D)(v-vii)
For the APAs executed in 2021 that involved the CPM/TNMM with a North American tested party, the most widely used data source
for comparables was Standard and Poor’s Compustat/Capital IQ database. Different sources were used in other cases (e.g., where the
tested party was not a U.S. or Canadian entity or where transaction-based methods were applied). The other most commonly used
databases are listed in the table below.
Table 5: Sources of Comparable Data
Bureau van Dijk (BvD)Prowess
Global VantageRoyaltySource
ktMINERoyaltyStat
Orbis
In making comparability adjustments, typical balance sheet adjustments, as identifi ed in Treas. Reg. §§ 1.482-1(d)(2) and 1.482-5(c)
(2)(iv), were made in most cases, including where appropriate, adjustments for payables, receivables, and inventory. In addition,
where appropriate, adjustments for different accounting practices were made to convert from LIFO to FIFO inventory accounting,
and a small number of cases involved the accounting reclassifi cation of expenses, e.g., from COGS to operating expenses.
11
Not all the executed APAs involve a tested party.
12
See Treas. Reg. § 1.482-5(b)(4)(ii)(A).
13
See Treas. Reg. § 1.482-5(b)(4)(ii)(B).
14
The majority of APAs that covered services transactions also included tangible/intangible transactions and are not tested under a separate PLI.
April 11, 2022 954 Bulletin No. 2022–15

Bulletin No. 2022–15 955 April 11, 2022
Ranges, Goals, and Adjustment Mechanisms
§ 521(b)(2)(D)(viii-ix)
Most transactions covered in APAs target an interquartile range as described in Treas. Reg. § 1.482-1(e)(2)(iii)(C). Where the trans-
action involves a royalty payment for the use of intangible property, both specific royalty rates and ranges have been used. Where the
covered transaction is the sale or license of intangible property, and the payment for such transfer would be a royalty based solely on
external comparable uncontrolled transactions, a secondary or confirming method, e.g., a test of the post-royalty operating margin
or cost-plus mark-up, has sometimes also been used. The testing periods of the APAs executed in 2021 were either a single year, the
term of the APA only, or the term of the APA plus rollback years.
APAs executed in 2021 included several mechanisms for making adjustments to the tested party results when the results fall outside
the interquartile range or do not match the point required by the APA. Examples of the mechanisms used include an adjustment bring-
ing the tested party’s results for a single year to either the closer edge of the range or the median of the range, an adjustment to bring
the results over the APA term to the closer edge of the range, or an adjustment to bring the results to a specified point or royalty rate.
Critical Assumptions
§ 521(b)(2)(D)(v)
The model APAs used by the IRS (included as Appendix 1 and Appendix 2 of this report) include standard critical assumptions that
there will be no material changes to the taxpayer’s business or to its tax or financial accounting practices during the APA term. A few
bilateral cases have also included critical assumptions tied to the taxpayer’s profitability in a certain year or over the term of the APA.
Pursuant to § 7.06(3) of Rev. Proc. 2015-41, APMA will cancel an APA in the event of a failure of a critical assumption unless the
parties agree to revise the APA.
Term Lengths of APAs Executed in 2021
§ 521(b)(2)(D)(x)
Table 6: Term Lengths of APAs Executed in 2021
Term Length (years)Number of APAs
12
21
32
46
573
619
76
85
93
104
122
151
Average6
As described in § 3.03(1) of Rev. Proc. 2015-41, taxpayers should request an APA term that would cover at least five prospective
years and may also request that the APA be “rolled back” to cover one or more earlier taxable years, although the appropriate
APA term is decided on a case-by-case basis. Of the APAs executed in 2021, 22 percent included rollback years. A substantial number
of those APAs with terms of greater than five years were submitted as a request for a five-year term, and the additional years were
agreed to between the taxpayer and the IRS (or, in the case of a bilateral APA, between the IRS and the foreign government upon the
taxpayer’s request) to ensure a reasonable amount of prospectivity in the APA term.

Amount of Time Taken to Complete New and Renewal APAs
§ 521(b)(2)(E)
Table 7: Months to Complete New and Renewal APAs Executed in 2021

Unilateral Bilateral Unilateral & Bilateral
AverageMedianAverageMedianAverageMedian
New 24.523.552.349.248.545.2
Renewal 24.326.137.135.134.030.9
New & Renewal24.426.143.036.639.235.1

12

Amount of Time Taken to Complete New and Renewal APAs
§ 521(b)(2)(E)

Table 7: Months to Complete New and Renewal APAs Executed in 2021

Unilateral Bilateral
Unilateral & Bilateral
Average Median Average Median
Average Median
New 24.5 23.5 52.3 49.2
48.5 45.2
Renewal 24.3 26.1 37.1 35.1
34.0 30.9
New & Renewal 24.4 26.1 43.0 36.6 39.2 35.1

Months to Complete New and Renewal APAs Executed in 2021

Although the median time required to complete an APA increased in 2021 to 35.1 months
(versus 32.7 months in 2020), it remains lower than the median completion times in 2019 (38.8
months) and in 2018 (40.2 months).

Efforts to Ensure Compliance with APAs
§ 521(b)(2)(F)

As described in § 7.02(1) of Rev. Proc. 2015-41, taxpayers are required to file annual reports to
demonstrate compliance with the terms and conditions of their APAs. The filing and review of
these annual reports are critical parts of the APA process. Through annual report review, the
APMA Program monitors taxpayer compliance with APAs on a contemporaneous basis. Annual
report review also provides current information on the success or problems associated with the
various TPMs adopted in the APA process.

0.0
10.0
20.0
30.0
40.0
50.0
60.0
Average Median Average Median Average Median
Unilateral Bilateral Unilateral &
Bilateral
Months to Complete

Type of APA
New
Renewal
New &
Renewal
Although the median time required to complete an APA increased in 2021 to 35.1 months (versus 32.7 months in 2020), it remains
lower than the median completion times in 2019 (38.8 months) and in 2018 (40.2 months).
Efforts to Ensure Compliance with APAs
§ 521(b)(2)(F)
As described in § 7.02(1) of Rev. Proc. 2015-41, taxpayers are required to fi le annual reports to demonstrate compliance with the
terms and conditions of their APAs. The fi ling and review of these annual reports are critical parts of the APA process. Through annual
report review, the APMA Program monitors taxpayer compliance with APAs on a contemporaneous basis. Annual report review also
provides current information on the success or problems associated with the various TPMs adopted in the APA process.
April 11, 2022 956 Bulletin No. 2022–15

Bulletin No. 2022–15 957 April 11, 2022
Nature of Documentation Required in Annual Report
§ 521(b)(2)(D)(xi)
APAs require taxpayers to file timely and complete annual reports describing their operations and demonstrating compliance with
the APA’s terms and conditions. Not every annual report will include each of the items listed in the following table; they are required
where the facts demonstrate a need for such documentation.
1.
Statement regarding all material differences between Taxpayer’s business operations during APA year and description of
Taxpayer’s business operations contained in Taxpayer’s APA request. If there are no material differences, a statement to
that effect.
2.
Statement concerning all material changes in Taxpayer’s accounting methods and classifications, and methods of estima-
tion, from those described or used in Taxpayer’s request for the APA. If there has been no material change in accounting
methods and classifications or methods of estimation, a statement to that effect.
3.
Any change to the Taxpayer notice information.
4.
Description of any failure to meet critical assumptions. If there has been none, a statement to that effect.
5.
Statement identifying whether any material information submitted while the APA request was pending is discovered to be
false, incorrect, or incomplete.
6.
The amount, reason for, and financial analysis of any compensating adjustment, for the APA year, including but not limit-
ed to the amounts paid or received by each affected entity; the character (such as capital or ordinary expense) and country
source of the funds transferred, and the specific line item(s) of any affected U.S. tax return; and any change to any entity
classification for federal income tax purposes of any member of Taxpayer’s group that is relevant to the APA.
7.
The amounts, description, reason for, and financial analysis of any book-tax difference relevant to the TPM for the APA
year, as reflected on Schedule M-1 or Schedule M-3 of the U.S. return for the APA year.
8.
Statement regarding whether Taxpayer contemplates requesting, or has requested, to renew, modify, or cancel the APA.
9.
Financial statements and any necessary account detail to show compliance with the TPM, with a copy of the opinion from
an independent certified public accountant or other documentation required by paragraph 5(f) of the AP
A.
10.
Financial analysis demonstrating Taxpayer’s compliance with TPM.
11.
Organizational chart.
12.
A copy of the APA and any amendment.
13.
A penalty of perjury statement.
Approaches for Sharing of Currency or Other Risks
§ 521(b)(2)(D)(xii)
In appropriate cases, APAs may provide specific approaches for dealing with risks, including currency risk, such as adjustment mech-
anisms and/or critical assumptions.

April 11, 2022 958 Bulletin No. 2022–15
APPENDIX 1– Model APA (based on Rev. Proc. 2006-9)
ADVANCE PRICING AGREEMENT
between
[Insert Taxpayer’s Name]
and
THE INTERNAL REVENUE SERVICE
PARTIES
The Parties to this Advance Pricing Agreement (APA) are the Internal Revenue Service (IRS) and [Insert Taxpayer’s Name], EIN
________.
RECITALS
[Insert Taxpayer Name] is the common parent of an affiliated group filing consolidated U.S. tax returns (collectively referred to as
“Taxpayer”) and is entering into this APA on behalf of itself and other members of its consolidated group.
Taxpayer’s principal place of business is [City, State]. [Insert general description of taxpayer and other relevant parties].
This APA contains the Parties’ agreement on the best method for determining arm’s-length prices of the Covered Transactions
under I.R.C. section 482, the Treasury Regulations thereunder, and any applicable tax treaties.
{If renewal, add} [Taxpayer and IRS previously entered into an APA covering taxable years ending _____ to ______, executed on
________.]
AGREEMENT
The Parties agree as follows:
1. Covered Transactions. This APA applies to the Covered Transactions, as defined in Appendix A.
2. Transfer Pricing Method. Appendix A sets forth the Transfer Pricing Method (TPM) for the Covered Transactions.
3. Term. This APA applies to the APA Term, as defined in Appendix A.
4. Operation.
a. Revenue Procedure 2006-9 governs the interpretation, legal effect, and administration of this APA.
b. Nonfactual oral and written representations, within the meaning of sections 10.04 and 10.05 of Revenue Procedure 2006-9
(including any proposals to use particular TPMs), made in conjunction with the APA Request constitute statements made in
compromise negotiations within the meaning of Rule 408 of the Federal Rules of Evidence.
5. Compliance.
a. Taxpayer must report its taxable income in an amount that is consistent with Appendix A and all other requirements of this
APA on its timely filed U.S. Return. However, if Taxpayer’s timely filed U.S. Return for any taxable year covered by this
APA (APA Year) is filed prior to, or no later than 60 days after, the effective date of this APA, then Taxpayer must report its
taxable income for that APA Year in an amount that is consistent with Appendix A and all other requirements of this APA
either on the original U.S. Return or on an amended U.S. Return filed no later than 120 days after the effective date of this
APA, or through such other means as may be specified herein.

Bulletin No. 2022–15 959 April 11, 2022
b. {Use or edit the following when U.S. Group or Foreign Group contains more than one member.} [This APA addresses the
arm’s-length nature of prices charged or received in the aggregate between Taxpayer and Foreign Participants with respect
to the Covered Transactions. Except as explicitly provided, this APA does not address and does not bind the IRS with respect
to prices charged or received, or the relative amounts of income or loss realized, by particular legal entities that are members
of U.S. Group or that are members of Foreign Group.]
c. For each APA Year, if Taxpayer complies with the terms and conditions of this APA, then the IRS will not make or propose
any allocation or adjustment under I.R.C. section 482 to the amounts charged in the aggregate between Taxpayer and For-
eign Participant[s] with respect to the Covered Transactions.
d. If Taxpayer does not comply with the terms and conditions of this APA, then the IRS may:
i. enforce the terms and conditions of this APA and make or propose allocations or adjustments under I.R.C. section 482
consistent with this APA;
ii. cancel or revoke this APA under section 11.06 of Revenue Procedure 2006-9; or
iii. revise this APA, if the Parties agree.
e. Taxpayer must timely file an Annual Report (an original and four copies) for each APA Year in accordance with Appendix C
and section 11.01 of Revenue Procedure 2006-9. Taxpayer must file the Annual Report for all APA Years through the APA
Year ending [insert year] by [insert date]. Taxpayer must file the Annual Report for each subsequent APA Year by [insert
month and day] immediately following the close of that APA Year. (If any date falls on a weekend or holiday, the Annual
Report shall be due on the next date that is not a weekend or holiday.) The IRS may request additional information reason-
ably necessary to clarify or complete the Annual Report. Taxpayer will provide such requested information within 30 days.
Additional time may be allowed for good cause.
f. The IRS will determine whether Taxpayer has complied with this APA based on Taxpayer’s U.S. Returns, the Financial
Statements, and other APA Records, for the APA Term and any other year necessary to verify compliance. For Taxpayer
to comply with this APA, {use the following or an alternative} an independent certified public accountant must render an
opinion that Taxpayer’s Financial Statements present fairly, in all material respects, Taxpayer’s financial position under U.S.
GAAP.
g. In accordance with section 11.04 of Revenue Procedure 2006-9, Taxpayer will (1) maintain the APA Records, and (2) make
them available to the IRS in connection with an examination under section 11.03. Compliance with this subparagraph consti-
tutes compliance with the record-maintenance provisions of I.R.C. sections 6038A and 6038C for the Covered Transactions
for any taxable year during the APA Term.
h. The True Taxable Income within the meaning of Treasury Regulations sections 1.482-1(a)(1) and (i)(9) of a member of an
affiliated group filing a U.S. consolidated return will be determined under the I.R.C. section 1502 Treasury Regulations.
i. {Optional for US Parent Signatories} To the extent that Taxpayer’s compliance with this APA depends on certain acts of
Foreign Group members, Taxpayer will ensure that each Foreign Group member will perform such acts.
6. Critical Assumptions. This APA’s critical assumptions, within the meaning of Revenue Procedure 2006-9, section 4.05, appear in
Appendix B. If any critical assumption has not been met, then Revenue Procedure 2006-9, section 11.06, governs.
7. Disclosure. This APA, and any background information related to this APA or the APA Request, are: (1) considered “return infor-
mation” under I.R.C. section 6103(b)(2)(C); and (2) not subject to public inspection as a “written determination” under I.R.C.
section 6110(b)(1). Section 521(b) of Pub. L. 106-170 provides that the Secretary of the Treasury must prepare a report for public
disclosure that includes certain specifically designated information concerning all APAs, including this APA, in a form that does
not reveal taxpayers’ identities, trade secrets, and proprietary or confidential business or financial information.
8. Disputes. If a dispute arises concerning the interpretation of this APA, the Parties will seek a resolution by the Director of the
Advance Pricing and Mutual Agreement Program, to the extent reasonably practicable, before seeking alternative remedies.

April 11, 2022 960 Bulletin No. 2022–15
9. Materiality. In this APA the terms “material” and “materially” will be interpreted consistently with the definition of “material
facts” in Revenue Procedure 2006-9, section 11.06(4).
10. Section Captions. This APA’s section captions, which appear in italics, are for convenience and reference only. The captions do
not affect in any way the interpretation or application of this APA.
11. Terms and Definitions. Unless otherwise specified, terms in the plural include the singular and vice versa. Appendix D contains
definitions for capitalized terms not elsewhere defined in this APA.
12. Entire Agreement and Severability. This APA is the complete statement of the Parties’ agreement. The Parties will sever, delete,
or reform any invalid or unenforceable provision in this APA to approximate the Parties’ intent as nearly as possible.
13. Successor in Interest. This APA binds, and inures to the benefit of, any successor in interest to Taxpayer.
14. Notice. Any notices required by this APA or Revenue Procedure 2006-9 must be in writing. Taxpayer will send notices to the IRS
at the address and in the manner set forth in Revenue Procedure 2006-9, section 4.11. The IRS will send notices to:
Taxpayer Corporation
Attn: Jane Doe, Sr. Vice President (Taxes)
1000 Any Road
Any City, USA 10000
(phone: _________)
15. Effective Date and Counterparts. This APA is effective starting on the date, or later date of the dates, upon which all Parties
execute this APA. The Parties may execute this APA in counterparts, with each counterpart constituting an original.
WITNESS,
The Parties have executed this APA on the dates below.
[Taxpayer Name in all caps]
By: ___________________________ Date: ___________________, 201___
Jane Doe
Sr. Vice President (Taxes)
IRS
By: ___________________________ Date: ___________________, 201___
Nicole L. Welch
Acting Director, Advance Pricing and Mutual
Agreement Program

Bulletin No. 2022–15 961 April 11, 2022
APPENDIX A
COVERED TRANSACTIONS AND TRANSFER PRICING METHOD (TPM)
1. Covered Transactions.
[Define the Covered Transactions.]
2. APA Term.
This APA applies to Taxpayer’s taxable years ending __________ through ________ (APA Term).
3. TPM.
{Note: If appropriate, adapt language from the following examples.}
[The Tested Party is __________.]
• CUP Method
The TPM is the comparable uncontrolled price (CUP) method. The Arm’s Length Range of the price charged for
_________ is between _______ and ___________ per unit.
• CUT Method
The TPM is the CUT Method. The Arm’s Length Range of the royalty charged for the license of ______is between
____% and ___ % of [Taxpayer’s, Foreign Participants’, or other specified party’s] Net Sales Revenue. [Insert defi-
nition of net sales revenue or other royalty base.]
• Resale Price Method (RPM)
The TPM is the resale price method (RPM). The Tested Party’s Gross Margin for any APA Year is defined as fol-
lows: the Tested Party’s gross profit divided by its sales revenue (as those terms are defined in Treasury Regulations
sections 1.482-5(d)(1) and (2)) for that APA Year. The Arm’s Length Range is between ____% and ___ %, and the
Median of the Arm’s Length Range is ___%.
• Cost Plus Method
The TPM is the cost plus method. The Tested Party’s Cost Plus Markup is defined as follows for any APA Year: the
Tested Party’s ratio of gross profit to production costs (as those terms are defined in Treasury Regulations sections
1.482-3(d)(1) and (2)) for that APA Year. The Arm’s Length Range is between ___% and ___%, and the Median of
the Arm’s Length Range is ___%.
• CPM with Berry Ratio PLI
The TPM is the comparable profits method (CPM). The profit level indicator is a Berry Ratio. The Tested Party’s
Berry Ratio is defined as follows for any APA Year: the Tested Party’s gross profit divided by its operating expenses
(as those terms are defined in Treasury Regulations sections 1.482-5(d)(2) and (3)) for that APA Year. The Arm’s
Length Range is between ____ and ___, and the Median of the Arm’s Length Range is ___.
• CPM using an Operating Margin PLI
The TPM is the comparable profits method (CPM). The profit level indicator is an operating margin. The Tested Par-
ty’s Operating Margin is defined as follows for any APA Year: the Tested Party’s operating profit divided by its sales
revenue (as those terms are defined in Treasury Regulations section 1.482-5(d)(1) and (4)) for that APA Year. The
Arm’s Length Range is between ____% and ___ %, and the Median of the Arm’s Length Range is ___%.

April 11, 2022 962 Bulletin No. 2022–15
• CPM using a Three-year Rolling Average Operating Margin PLI
The TPM is the comparable profits method (CPM). The profit level indicator is an operating margin. The Tested
Party’s Three-Year Rolling Average operating margin is defined as follows for any APA Year: the sum of the Tested
Party’s operating profit (within the meaning of Treasury Regulation section 1.482-5(d)(4) for that APA Year and the
two preceding years, divided by the sum of its sales revenue (within the meaning of Treasury Regulation section
1.482-5(d)(1)) for that APA Year and the two preceding years. The Arm’s Length Range is between ____% and
____%, and the Median of the Arm’s Length Range is ___%.
• Residual Profit Split Method
The TPM is the residual profit split method. [Insert description of routine profit level determinations and residual
profit-split mechanism].
[Insert additional provisions as needed.]
4. Application of TPM.
For any APA Year, if the results of Taxpayer’s actual transactions produce a [price per unit, royalty rate for the Covered
Transactions] [or] [Gross Margin, Cost Plus Markup, Berry Ratio, Operating Margin, Three-Year Rolling Average Operating
Margin for the Tested Party] within the Arm’s Length Range, then the amounts reported on Taxpayer’s U.S. Return must
clearly reflect such results.
For any APA year, if the results of Taxpayer’s actual transactions produce a [price per unit, royalty rate] [or] [Gross Margin,
Cost Plus Markup, Berry Ratio, Operating Margin, Three-Year Rolling Average Operating Margin for the Tested Party]
outside the Arm’s Length Range, then amounts reported on Taxpayer’s U.S. Return must clearly reflect an adjustment that
brings the [price per unit, royalty rate] [or] [Tested Party’s Gross Margin, Cost Plus Markup, Berry Ratio, Operating Margin,
Three-Year Rolling Average Operating Margin] to the Median.
For purposes of this Appendix A, the “results of Taxpayer’s actual transactions” means the results reflected in Taxpayer’s
and Tested Party’s books and records as computed under U.S. GAAP [insert another relevant accounting standard if appli-
cable], with the following adjustments:
(a) [The fair value of stock-based compensation as disclosed in the Tested Party’s audited financial statements shall be
treated as an operating expense]; and
(b) To the extent that the results in any prior APA Year are relevant (for example, to compute a multi-year average), such
results shall be adjusted to reflect the amount of any adjustment made for that prior APA Year under this Appendix A.
5. APA Revenue Procedure Treatment
If Taxpayer makes an adjustment under paragraph 4 of this Appendix A (a “primary adjustment”), Taxpayer and its related
foreign entity may elect APA Revenue Procedure Treatment in accordance with section 11.02(3) of Revenue Procedure
2006-9 and avoid the possible adverse tax consequences of a secondary adjustment that would otherwise follow the primary
adjustment.
[Insert additional provisions as needed.]

Bulletin No. 2022–15 963 April 11, 2022
APPENDIX B
CRITICAL ASSUMPTIONS
This APA’s critical assumptions are:
1. The business activities, functions performed, risks assumed, assets employed, and financial and tax accounting methods and
classifications [and methods of estimation] of Taxpayer in relation to the Covered Transactions will remain materially the same as
described or used in Taxpayer’s APA Request. A mere change in business results will not be a material change.
[Insert additional provisions as needed.]

April 11, 2022 964 Bulletin No. 2022–15
APPENDIX C
APA RECORDS AND ANNUAL REPORT
APA RECORDS
The APA Records will consist of all documents listed below for inclusion in the Annual Report, as well as all documents, notes, work
papers, records, or other writings that support the information provided in such documents.
ANNUAL REPORT
The Annual Report (and each of the four copies required by paragraph 5(e) of this APA) will include:
1. Two copies of a properly completed APA Annual Report Summary in the form of Appendix E to this APA, one copy of the form
bound with, and one copy provided separately from, the rest of the Annual Report.
2. A table of contents, organized as follows:
3. Statements that fully identify, describe, analyze, and explain:
a. All material differences between the U.S. Group’s business operations (including functions, risks assumed, markets, con-
tractual terms, economic conditions, property, services, and assets employed) during the APA Year from the business oper-
ations described in the APA Request. If there have been no material differences, the Annual Report will include a statement
to that effect.
b. All material differences between the U.S. Group’s accounting methods and classifications, and methods of estimation used
during the APA Year, from those described or used in the APA Request. If any change was made to conform to changes in
U.S. GAAP (or other relevant accounting standards) Taxpayer will specifically identify the change. If there has been no
material change in accounting methods and classifications or methods of estimation, the Annual Report will include a state-
ment to that effect.
c. Any change to the Taxpayer notice information in paragraph 14 of this APA.
d. Any failure to meet any critical assumption. If there has been no failure, the Annual Report will include a statement to that
effect.
e. Whether or not material information submitted while the APA Request was pending is discovered to be false, incorrect, or
incomplete.
f. Any change to any entity classification for federal income tax purposes (including any change that causes an entity to be
disregarded for federal income tax purposes) of any Worldwide Group member that is a party to the Covered Transactions
or is otherwise relevant to the TPM.
g. The amount, reason for, and financial analysis of (1) any primary adjustments made under Appendix A for the APA Year; and
(2) any (a) secondary adjustments that follow such primary adjustments or (b) accounts receivable that Taxpayer establishes,
in lieu of secondary adjustments, by electing APA Revenue Procedure Treatment pursuant to paragraph 5 of Appendix A and
Revenue Procedure 2006-9, section 11.02(3), for the APA Year, including but not limited to:
i. the amounts due or owed, and paid or received by each affected entity;
ii. the character (such as capital, ordinary, income, expense) and country source of the funds transferred, and the specific
affected line item(s) of any affected U.S. Return;

Bulletin No. 2022–15 965 April 11, 2022
iii. the date(s) and means by which the payments are or will be made; and
iv. whether or not APA Revenue Procedure Treatment was elected pursuant to paragraph 5 of Appendix A and Revenue
Procedure 2006-9, section 11.02(3).
h. The amounts, description, reason for, and financial analysis of any book-tax difference relevant to the TPM for the APA Year,
as reflected on Schedule M-1 or Schedule M-3 of the U.S. Return for the APA Year.
i. Whether Taxpayer contemplates requesting, or has requested, to renew, modify, or cancel the APA.
4. The Financial Statements, and any necessary account detail to show compliance with the TPM, including consolidating financial
statements, segmented financial data, records from the general ledger, or similar information if the assets, liabilities, income, or
expenses relevant to showing compliance with the TPM are a subset of the assets, liabilities, income, or expenses presented in
the Financial Statements.
5. {Use the following or the alternative prescribed by paragraph 5(f) of this APA:} A copy of the independent certified public
accountant’s opinion required by paragraph 5(f) of this APA.
6. A financial analysis that reflects Taxpayer’s TPM calculations for the APA Year. The calculations must reconcile with and refer-
ence the information required under item 4 above in sufficient account detail to allow the IRS to determine whether Taxpayer has
complied with the TPM.
7. An organizational chart for the Worldwide Group, revised annually to reflect all ownership or structural changes of entities that
are parties to the Covered Transactions or are otherwise relevant to the TPM.
8. A copy of the APA and any amendment.
9. A penalty of perjury statement, executed in accordance with Revenue Procedure 2006-9, section 11.01(6) and (7).

April 11, 2022 966 Bulletin No. 2022–15
APPENDIX D
DEFINITIONS
The following definitions control for all purposes of this APA. The definitions appear alphabetically below:
TermDefinition
Annual ReportA report within the meaning of Revenue Procedure 2006-9, section 11.01.
A PAThis Advance Pricing Agreement, which is an “advance pricing agreement” within the meaning of
Revenue Procedure 2006-9, section 2.04.
APA RecordsThe records specified in Appendix C.
APA RequestTaxpayer’s request for this APA dated _________, including any amendments or supplemental or
additional information thereto.
APA YearThis term is defined in paragraph 5(a) of this APA.
Covered Transaction(s)This term is defined in Appendix A.
Financial StatementsFinancial statements prepared in accordance with U.S. GAAP and stated in U.S. dollars.
Foreign GroupWorldwide Group members that are not U.S. persons.
Foreign Participants[name the foreign entities involved in Covered Transactions].
I.R.C.The Internal Revenue Code of 1986, 26 U.S.C., as amended.
Pub. L. 106-170The Ticket to Work and Work Incentives Improvement Act of 1999.
Revenue Procedure 2006-9Rev. Proc. 2006-9, 2006-1 C.B. 278.
Transfer Pricing Method
(TPM)
A transfer pricing method within the meaning of Treasury Regulation section 1.482-1(b) and Reve-
nue Procedure 2006-9, section 2.04.
U.S. GAAPU.S. generally-accepted accounting principles.
U.S. GroupWorldwide Group members that are U.S. persons.
U.S. ReturnFor each taxable year, the “returns with respect to income taxes under subtitle A” that Taxpayer
must “make” in accordance with I.R.C. section 6012. {Or substitute for partnership: For each tax-
able year, the “return” that Taxpayer must “make” in accordance with I.R.C. section 6031.}
Worldwide GroupTaxpayer and all organizations, trades, businesses, entities, or branches (whether or not incorpo-
rated, organized in the United States, or affiliated) owned or controlled directly or indirectly by the
same interests.

Bulletin No. 2022–15 967 April 11, 2022
APPENDIX E
APA ANNUAL REPORT SUMMARY FORM
The APA Annual Report Summary on the next page is a required APA Record. The APA Team Leader supplies some of the infor-
mation requested on the form. Taxpayer is to supply the remaining information requested by the form and submit the form as part of
its Annual Report.

April 11, 2022 968 Bulletin No. 2022–15
APA Annual ReportDepartment of the Treasury—Internal Revenue ServiceAPA No. _______________
SUMMARY Large Business and International DivisionTeam Leader _______________________
Treaty and Transfer Pricing OperationsEconomist _______________________________
Advance Pricing and Mutual Agreement Program
Intl Examiner
_____________________________
APA InformationTaxpayer Name: ___________________________________________________
Taxpayer EIN:_________________ NAICS:___________________
APA Term: Taxable years ending ________ to ____________
Original APA [ ] Renewal APA [ ]
Annual Report due dates:
_________________, 201__ for all APA Years through APA Year ending in 200__; for each APA Year
thereafter, on _________________ [month and day] immediately following the close of the APA Year
Principal foreign country(ies) involved in covered transaction(s): _______________________________________
Type of APA: [ ] unilateral [ ] bilateral with ________________
Tested party is [ ] US [ ] foreign [ ] both
Approximate dollar volume of covered transactions (on an annual basis) involving tangible goods and services:
[ ] N/A [ ] <$50 million [ ] $50-100 million [ ] $100-250 million [ ] $250-500 million [ ] >$500 million
APA tests on (check all that apply):
[ ] annual basis [ ] multi-year basis [ ] term basis
APA provides (check all that apply) a:
[ ] range [ ] point [ ] floor only [ ] ceiling only [ ] other_____________
APA provides for adjustment (check all that apply) to:
[ ] nearest edge [ ] median [ ] other point
APA Annual Report
Information
(to be completed
by the Taxpayer)

APA date executed: ______________, 201__
This APA Annual Report Summary is for APA Year(s) ending in 200__ and was filed on _____________, 201__
Check here [ ] if Annual Report was filed after original due date but in accordance with extension.
Has this APA been amended or changed? [ ] yes [ ] no Effective Date: ______________________
Has Taxpayer complied with all APA terms and conditions? [ ] yes [ ] no
Were all the critical assumptions met? [ ] yes [ ] no
Has a Primary Compensating Adjustment been made in any APA Year covered by this Annual Report?
[ ] yes [ ] no If yes, which year(s): 200___
Have any necessary Secondary Compensating Adjustments been made? [ ] yes [ ] no
Did Taxpayer elect APA Revenue Procedure treatment? [ ] yes [ ] no
Any change to the entity classification of a party to the APA? [ ] yes [ ] no
Taxpayer notice information contained in the APA remains unchanged? [ ] yes [ ] no
Taxpayer’s current US principal place of business: (City, State) _____________________________________
APA Annual Report
Checklist of
Key Contents
(to be completed
by the Taxpayer)
Financial analysis reflecting TPM calculations
Financial statements showing compliance with TPM(s)
Schedule M-1 or M-3 book-tax differences
Current organizational chart of relevant portion of world-wide group
Attach copy of APA
Other APA records and documents included:
[ ] yes [ ] no
[ ] yes [ ] no
[ ] yes [ ] no
[ ] yes [ ] no
[ ] yes [ ] no
Contact Information Authorized RepresentativePhone NumberAffiliation and Address

Bulletin No. 2022–15 969 April 11, 2022
APPENDIX 2– Model APA (based on Rev. Proc. 2015-41)
TEMPLATE FOR ADVANCE PRICING AGREEMENT
UNDER REVENUE PROCEDURE 2015-41
_______________
The Advance Pricing and Mutual Agreement Program (“APMA”) of the Internal Revenue Service (“IRS”) is providing this
template for use in drafting advance pricing agreements (“APAs”) issued under IRS Revenue Procedure 2015-41, 2015-35 I.R.B.
263 (“Rev. Proc. 2015-41”). This template is designed to systematize how taxpayers propose terms for their APAs and standardize
language used in executed APAs. It will improve efficiency in the APA process and enhance consistency in the administration of the
APA program.
Rev. Proc. 2015-41 requires that taxpayers include as part of a complete APA request a draft APA and a “redline” comparison of the
proposed draft APA against the current model APA. See section 2.03, exhibit 15, of the Appendix to Rev. Proc. 2015-41. This template
serves as the model APA. A taxpayer is required to produce the “redline” comparison by following the instructions below to edit this
template with tracked changes. The draft APA and “redline” comparison are then to be included in Word format in the complete APA
request. (Before editing the template with tracked changes, a taxpayer should remove this introduction and the instructions below
from the Microsoft Word file.)
The assigned APMA team will review the APA’s terms proposed in the draft APA. If the APMA team accepts the proposed terms
in light of its review of the taxpayer’s complete APA request and other information obtained during the APA process, then the text of
the draft APA, edited as needed to fill in any information not available at the time of the APA Request, will be adopted as the text of
a finally executed APA. If the APMA team does not accept the proposed terms, it will discuss modifications to the draft APA with the
taxpayer during the APA process. For bilateral and multilateral APAs, the terms of the executed APA will of necessity be consistent
with the terms of the underlying mutual agreement between the United States and one or more treaty partners.
GENERAL INSTRUCTIONS
The template is designed to minimize editing by using an options-based format for selecting from terms presented in certain sec-
tions of the model APA. The options presented are those which APMA considers standard and which it has accepted in final APAs.
These options are not binding on APMA, however. APMA reserves the right to modify the option selections, the specific option lan-
guage used, or any other terms before executing an APA with the taxpayer.
Options are indicated by square brackets (“[]”). An “x” should be inserted between the brackets to indicate the selected option
(“[x]”). Options that are not selected should not be deleted, but instead should be left in the text of the draft APA. The options to which
APMA and the taxpayer ultimately agree for the final APA will be indicated by the presence or absence of an “x”. The term associated
with the “x” will be given operative effect in the executed APA.
Certain options are flagged with an asterisk after the square brackets (“[]*”). To facilitate the APMA team’s subsequent review of
the draft APA, the asterisks should not be deleted. Taxpayers that select flagged options are required to specifically provide justifica-
tion for the selection in the APA request. See section 1.02, Part 5, of the Appendix to Rev. Proc. 2015-41.
The template contains placeholder phrases consisting of a hashtag followed by one or more words in block capital letters
(e.g., “#COUNTRY”). Generally, the taxpayer should replace a placeholder phrase with appropriate text, subject to the following
conventions:
• If a placeholder phrase occurs within an option that the taxpayer has rejected, the taxpayer should change the hashtag to a
caret (e.g., change “#COUNTRY” to “^COUNTRY”) but otherwise leave the phrase intact.15 The caret indicates that the
Taxpayer has rejected this option. For example, for a bilateral APA with Japan, the lines on the first page just below the title
would read:
15
As a result, almost all occurrences of the hashtag in the template will be replaced with a caret or other text in the taxpayer’s draft APA. The few remaining occurrences of the hashtag will
mark a placeholder phrase that cannot yet be replaced with appropriate text (see, for example, the placeholder phrase in paragraph 6(e) for a date that cannot be determined until the APA nears
execution). Searching the draft APA for the hashtag will locate all placeholder phrases that still need replacement.

April 11, 2022 970 Bulletin No. 2022–15
[x] Bilateral with Japan
[] Multilateral with ^COUNTRIES
[] Unilateral
• The placeholder phrase “#CURRENCY” should be replaced, for example, with “U.S. dollars,” “Euros,” or “Japanese yen.”
• The placeholder phrase “#DATE” should be replaced with a date in the format of “December 31, 2020.”
The APA Term will be expressed as dates certain, e.g., “January 1, 2017 to December 31, 2022, inclusive”, rather than as particular
tax years.
Taxpayers may need to draft custom text for situations or options not included in the template. For example, a taxpayer may pro-
pose additional critical assumptions to address specific regulatory contingencies or conditions the taxpayer is expected to face during
the term of the APA. As another example, the provision titled “Limitation on Assistance” at the end of the Recitals might be modified
based on an understanding reached in the prefiling stage of the APA process. In some cases, a particular critical assumption might fa-
cilitate reaching an agreement on an APA. Taxpayers that include custom text are required to specifically provide justification for the
inclusion in the APA request, just as selecting an option with an asterisk requires justification. Any custom text must also be evident
in the “redline” comparison of the proposed draft APA.
INSTRUCTIONS ON TABLES
The template contains certain tables that the taxpayer should edit. Entries in the tables will not contain hashtags, but taxpayers
nevertheless should fill in the information and add additional rows to the tables if needed. Taxpayers also should fill in the “APA
Information” in the table in Appendix D, to the extent available or proposed.
INSTRUCTIONS ON APPENDIX A
Appendix A of this template contains the description of the APA’s covered issue(s) and covered method(s). Taxpayers should note
the following points in completing Appendix A:
• The template includes just one covered issue with one corresponding covered method. If there is more than one covered
Issue proposed for the APA, the taxpayer should add additional covered issues in Appendix A, section 3, with tracked
changes.
• If there is more than one covered method, the taxpayer should first replicate the template’s entire text for Covered Method
1 in Appendix A, section 4, without tracked changes, to provide template text for each additional covered method, and then
edit the text for each covered method with tracked changes.
• Normally, each covered issue will have its own corresponding covered method. However, in some cases, a covered method
may apply at once to more than one covered issue. For example, covered issues may be proposed to be aggregated and tested
by a single covered method. In such cases, the heading for that covered method could read, for example, “Covered Method
for Covered Issues 1-3”.
• Any interaction between different covered methods should be adequately explained in the text, and in an appropriate man-
ner. For example, an explanation might be provided in an introduction at the start of section 4 of Appendix A, preceding the
description of the respective covered methods.
Appendix A uses the term “Tested Party.” When applied in the context of methods that consider, or test, data from only one party
to a transaction, this term is similar in concept to the term “tested party” as discussed in the OECD Guidelines at paragraphs 3.18
and 3.19, and as defined in the U.S. Treasury Regulations section 1.482-5(b)(2). However, some methods consider, or test, data from
both parties to a transaction, where there is no singular “tested” party. Even in applying such methods, however, it is typically the
case that one particular party’s results are formally tested for compliance with the method. For purposes of this template, in such
circumstances, the party whose results are formally tested in applying any particular method is the “Tested Party”, even if that party
is not strictly a “tested party” as discussed in the OECD Guidelines paragraphs 3.18 and 3.19, or as defined in the U.S. Treasury
Regulations section 1.482-5(b)(2).

Bulletin No. 2022–15 971 April 11, 2022
ADVANCE PRICING AGREEMENT
between
#SIGNATORY
and
THE INTERNAL REVENUE SERVICE
[] Bilateral with #COUNTRY
[] Multilateral with #COUNTRIES
[] Unilateral
Term: #DATE to #DATE, inclusive
[] This APA is commonly referred to as #APA NAME.
PARTIES
The Parties to this APA are the Internal Revenue Service (“IRS”) and #NAME OF EACH NON-IRS SIGNATORY, WITH EIN.
[] #SIGNATORY will be referred to as “U.S. Taxpayer.”
[] #SIGNATORY is the common parent of an affiliated group filing consolidated U.S. tax returns and is entering into this APA
on behalf of both itself and the following members of its consolidated group: #MEMBERS OF GROUP. All members of this
consolidated group will be referred to collectively as “U.S. Taxpayer.”
RECITALS
[] This APA is a renewal of one or more prior APAs, which are listed below in reverse chronological order:
Party(ies)Execution DateTerm
Key:
• Party(ies): The signatory(ies) to the prior APA, other than the IRS, with each signatory’s taxpayer identification number;
• Execution Date: The date, or the later of the dates, on which the prior APA was executed;
• Term: The term of the prior APA.
[] This is a bilateral APA within the meaning of Rev. Proc. 2015-41 and implements the terms of a mutual agreement reached
between the United States and #COUNTRY.
[] This is a multilateral APA within the meaning of Rev. Proc. 2015-41 and implements the terms of a mutual agreement reached
among the United States, #COUNTRIES.
[] This APA is a unilateral APA within the meaning of Rev. Proc. 2015-41 and is not based on any mutual agreement.
The Parties to this APA are defined in the ”Parties” section above. Regarding the Party(ies) to this APA other than the IRS:
[] No such Party has an immediate parent or owner that is not a U.S. entity.
[] One or more such Parties has an immediate parent or owner that is not a U.S. entity, as follows:

April 11, 2022 972 Bulletin No. 2022–15
PartyParent’s or Owner’s
Identifying Information
Parent’s or Owner’s
Contact Information
Key:
• Party: Name of the Party having an immediate parent or owner that is not a U.S. entity;
• Parent’s or Owner’s Identifying Information: Name of the immediate parent or owner of such Party, and the taxpayer
identification number of that parent or owner for income tax purposes in its country of residence;
• Parent’s or Owner’s Contact Information: The immediate parent’s or owner’s address and phone number.
The term “Worldwide Group” is defined below in paragraph 12 of this APA. The ultimate parent entity or owner of Worldwide
Group is:
#ENTITY NAME, ADDRESS, AND PHONE
U.S. Taxpayer’s principal place of business is #CITY, #STATE. #BRIEF DESCRIPTION OF U.S. TAXPAYER AND NON-U.S.
TAXPAYER (DEFINED IN SECTION 1 OF APPENDIX A), AND SPECIFICALLY OF EACH COVERED ENTITY (DEFINED
IN SECTION 1 OF APPENDIX A).
This APA contains the Parties’ agreement on the Covered Method(s) for resolving the Covered Issue(s) under Code section 482 and
any other Code sections that are identified in Appendix A to this APA, the U.S. Treasury Regulations thereunder, and (if applicable):
[] The income tax convention(s) between the United States and #COUNTRY(IES).
This APA shall not limit the authority of the IRS to (1) verify compliance with this APA as to the Covered Issue(s), or (2) audit
issues other than Covered Issue(s), including issues that arise under Code section 482 and any other Code sections identified in Ap-
pendix A to this APA, and the U.S. Treasury Regulations thereunder.
LIMITATION ON ASSISTANCE
The Covered Issue(s) may relate to one or more countries which (i) have an income tax convention with the United States, but
(ii) are not a party to a mutual agreement whose terms are implemented by this APA. U.S. Taxpayer acknowledges that the IRS may
decline to provide competent authority assistance concerning taxation by such country(ies) that relates to the Covered Issue(s). See
section 2.02(4)(d) of Rev. Proc. 2015-41.

Bulletin No. 2022–15 973 April 11, 2022
AGREEMENT
The Parties agree as follows:
1. Covered Entities. This APA’s Covered Entities are defined in Appendix A.
2. Covered Issue(s). This APA applies to the Covered Issue(s), as defined in Appendix A.
3. Covered Method(s). Appendix A sets forth the Covered Method(s) for the Covered Issue(s).
4. Term. This APA applies to the APA Term, as defined in Appendix A.
5. Operation.
a. Rev. Proc. 2015-41 governs the interpretation, legal effect, and administration of this APA.
b. The APMA program provides a voluntary process whereby the IRS and taxpayers may resolve transfer pricing issues and
issues for which transfer pricing principles may be relevant in a principled and cooperative manner on a prospective basis.
As such, the APA process (as defined in Rev. Proc. 2015-41) is an alternative to dispute resolution that benefits both taxpay-
ers and the IRS and that is intended to promote and encourage open communication. Accordingly, the IRS and U.S. Taxpayer
agree that neither party will attempt to use nonfactual oral or written representations, within the meaning of sections 6.04 and
6.05 of IRS Revenue Procedure 2015-41 (including any proposals to use particular Covered Method(s)), made in conjunc-
tion with the APA Request in any judicial or administrative proceeding. The IRS and U.S. Taxpayer also agree that factual
representations made in conjunction with the APA Request may be used in judicial and administrative proceedings.
6. Compliance.
a. U.S. Taxpayer must report its taxable income in an amount that is consistent with Appendix A and all other requirements of
this APA. U.S. Taxpayer must so report its taxable income in the following manner:
i. For any APA Tax Year for which U.S. Taxpayer timely files its original U.S. return prior to, or no later than 60 days after, the
U.S. Effective Date, U.S. Taxpayer must so report its taxable income for that APA Tax Year in one of the following ways:
A. on such original U.S. return;
B. on an amended U.S. return submitted no later than 120 days after the U.S. Effective Date;
C. through a means proposed by U.S. Taxpayer and accepted by the applicable IRS practice area no later than 120 days
after the U.S. Effective Date (or by such other deadline as is agreed between U.S. Taxpayer and the applicable IRS
practice area); or
D. if applicable:
[]* no later than 120 days after the U.S. Effective Date through the following means: #DESCRIPTION OF
MEANS.
ii. For all other APA Tax Years, U.S. Taxpayer must so report its taxable income on its timely filed original U.S. return.
iii. The provisions of paragraphs 6(a)(i) and 6(a)(ii) are modified by this paragraph 6(a)(iii). If a Covered Method includes
a term test (including the case of an annual test with a supplemental term test) or a subterm test, as described in section
4 of Appendix A, then the APA Covered Year as of which the term test or subterm test applies would change in the event
of an Early Termination. Specifically, while in the absence of an Early Termination a term test would apply as of the last
APA Covered Year, in the event of an Early Termination the term test would apply as of an earlier APA Covered Year.
Similarly, while in the absence of an Early Termination a subterm test would apply as of the last APA Covered Year in
the subterm, in the event of an Early Termination the subterm test might apply as of an earlier APA Covered Year. In
these situations, the Early Termination might not be established in time for U.S. Taxpayer to know to apply the term test
or subterm test as of the earlier APA Covered Year in reporting taxable income as required under paragraphs 6(a)(i) and

April 11, 2022 974 Bulletin No. 2022–15
6(a)(ii) for the APA Tax Year corresponding to that earlier APA Covered Year. In such cases, U.S. Taxpayer may need to
correct its reporting for that APA Tax Year. Specifically, U.S. Taxpayer will need to correct its income reporting for that
APA Tax Year if the application of the term test or subterm test in that earlier APA Covered Year changes the existence
or amount of an APA Primary Adjustment for the Covered Method for that APA Tax Year. In such cases:
A) The resulting incorrectness in the prior reporting for that APA Tax Year is excused; and
B) U.S. Taxpayer must correct such prior reporting through a means listed in paragraph 6(a)(i) within 120 days of the
Early Termination being established.
b. For each Covered Issue, if any, that involves determination of pricing and/or income allocation
16
under Code section
482 (or Code section 367(d)) as modified by any applicable income tax convention, this APA addresses the pricing and/
or income allocation between U.S. Taxpayer and Non-U.S. Taxpayer in the aggregate. Except as explicitly provided,
this APA does not address and does not bind the IRS with respect to pricing or income allocation (1) among particular
legal entities that are members of U.S. Taxpayer, or (2) among particular legal entities that are members of Non-U.S.
Taxpayer. In addition, this APA does not address pricing or income allocation between an entity that is not a Covered
Entity, and any entity.
c. For each APA Tax Year, if U.S. Taxpayer complies with the terms and conditions of this APA, then, provided that this
APA remains effective for that APA Tax Year for a particular Covered Issue, the IRS will not make or propose any allo-
cation or adjustment that is inconsistent with the application under this APA of the applicable Covered Method to that
Covered Issue.
d. If U.S. Taxpayer does not comply with the terms and conditions of this APA, then the IRS may:
i. enforce the terms and conditions of this APA and make or propose allocations or adjustments based on the applica-
tion of the Covered Method(s) to the Covered Issue(s) as provided in this APA;
ii. cancel or revoke this APA under section 7.06 of Rev. Proc. 2015-41; or
iii. revise this APA, if the Parties agree.
e. U.S. Taxpayer must timely file an Annual Report for each APA Tax Year in accordance with this paragraph 6(e), Appendix
C to this APA, and section 7.02 of Rev. Proc. 2015-41. Annual Reports for multiple APA Tax Years may be combined,
provided that all required information for each APA Tax Year is clearly presented. For each Annual Report, U.S. Taxpayer
must submit an original printed version containing a signed original “penalties of perjury” declaration, one printed copy
of the contents of the original printed version, and an electronic copy of the contents of the original printed version. Any
exhibits in the printed version must be tabbed, and the electronic copy is subject to the same requirements, as to medium
and format, that are specified for APA requests in section 2 of the Appendix to Rev. Proc. 2015-41. Upon request, U.S. Tax-
payer must provide additional copies of the printed version, at addresses specified by the IRS. U.S. Taxpayer must file the
Annual Report for each APA Tax Year by the later of (i) #DATE CERTAIN, NORMALLY APPROXIMATELY 90 DAYS
AFTER THE U.S. EFFECTIVE DATE, and (ii) the fifteenth day of the twelfth month following the close of the APA
Tax Year. The IRS may by notice request additional information reasonably necessary to clarify or complete the Annual
Report. (See paragraph 16, and section 3(c) of Appendix C, regarding notices.) U.S. Taxpayer will provide such requested
information within 30 days from the date of the notice unless a later date is specified in the notice. Additional time may be
allowed for good cause in the discretion of the Director of the Advance Pricing and Mutual Agreement Program.
f. The IRS will determine whether U.S. Taxpayer has complied with this APA based on U.S. Taxpayer’s U.S. returns, the
Financial Statements and additional statements required under this paragraph 6(f), and other APA Records, for all APA
Tax Years and any other tax year necessary to verify compliance. The Financial Statements and additional statements
required for a particular tax year are:
[] For every U.S. Covered Entity, the Financial Statements together with the additional statements specified in
paragraph 6(f)(i); and for every Non-U.S. Covered Entity, the Financial Statements together with the addi-
tional statements specified in paragraph 6(f)(ii).
16
As used in this APA, “income allocation” includes allocation of loss.

Bulletin No. 2022–15 975 April 11, 2022
[]* For every U.S. Covered Entity, the Financial Statements together with the additional statements specified in
paragraph 6(f)(i).
[]* For every Non-U.S. Covered Entity, the Financial Statements together with the additional statements specified
in paragraph 6(f)(ii).
i. For each U.S. Covered Entity, the additional statements consist of the following statement(s):
[] An audit opinion for that U.S. Covered Entity’s Financial Statements, as defined in paragraph 6(f)(iii).
[]* One or more of the following, as indicated:
[] An accountant’s report for that U.S. Covered Entity’s Financial Statements, as defined in paragraph 6(f)(iii).
[] A self-certification for that U.S. Covered Entity’s Financial Statements, as defined in paragraph 6(f)(iii).
[] A self-certification for that U.S. Covered Entity’s Financial Statements, together with a tying certification for
that entity’s Financial Statements, as defined in paragraph 6(f)(iii).
[] #OTHER MEANS OF VERIFYING THE RELIABILITY OF THE U.S. COVERED ENTITY’S FINAN-
CIAL STATEMENTS.
ii. For each Non-U.S. Covered Entity, the additional statements consist of the following statement(s):
[] An audit opinion for that Non-U.S. Covered Entity’s Financial Statements, as defined in paragraph 6(f)(iii).
[]* One or more of the following, as indicated:
[] An accountant’s report for that Non-U.S. Covered Entity’s Financial Statements, as defined in paragraph 6(f)
(iii).
[] A self-certification for that Non-U.S. Covered Entity’s Financial Statements, as defined in paragraph 6(f)(iii).
[] A self-certification for that Non-U.S. Covered Entity’s Financial Statements, together with a tying certification
for that Covered Entity’s Financial Statements, as defined in paragraph 6(f)(iii).
[] #OTHER MEANS OF VERIFYING THE RELIABILITY OF THE NON-U.S. COVERED ENTITY’S
FINANCIAL STATEMENTS.
iii. With reference to the Financial Statements for a particular Covered Entity for a particular tax year, certain terms
used in paragraphs 6(f)(i) and 6(f)(ii) are defined as follows:
A. An audit opinion is an opinion of an independent certified public or chartered accountant who audited the
Financial Statements.
B. An accountant’s report is a report of an independent certified public or chartered accountant who is associated
with the Financial Statements.
C. A self-certification is an attestation, as defined in paragraph 6(f)(iii)(E), that the Financial Statements have
been prepared according to the Applicable Accounting Standard.
D. A tying certification consists of the following:
(1) An attestation, as defined in paragraph 6(f)(iii)(E), that the Financial Statements can be reconciled to the
consolidated Financial Statements for that entity’s direct or indirect parent according to workpapers pro-
vided with the attestation;

April 11, 2022 976 Bulletin No. 2022–15
(2) The workpapers referred to in paragraph 6(f)(iii)(D)(1), which must demonstrate the consolidation of the
Covered Entity’s Financial Statements into the Financial Statements of the parent referred to in paragraph
6(f)(iii)(D)(1);
(3) The Financial Statements of the parent referred to in paragraph 6(f)(iii)(D)(1); and
(4) An audit opinion (as defined in paragraph 6(f)(iii)(A)) for the Financial Statements of the parent referred
to in paragraph 6(f)(iii)(D)(1).
E. An attestation is an affirmation by an officer of the Covered Entity in the following form:
I, [Officer’s Name and Title], of [Name of Covered Entity] affirm under penalties of perjury that the facts
stated below are true. I either have adequate first-hand knowledge to make this affirmation or have gained
adequate knowledge to make this affirmation through diligent consultation(s) with one or more individu-
als who have first-hand knowledge.
[Facts attested to.]
[Signature]
g. In accordance with section 7.04 of Rev. Proc. 2015-41, U.S. Taxpayer will (1) maintain the APA Records, and (2) make
them available to the IRS in connection with an examination under section 7.03 of Rev. Proc. 2015-41. Compliance with
this subparagraph constitutes compliance with the record-maintenance provisions of Code sections 6038A and 6038C
for the Covered Issue(s) for any APA Covered Year.
h. The “true taxable income” within the meaning of U.S. Treasury Regulations sections 1.482-1(a)(1) and (i)(9) of a mem-
ber of an affiliated group filing a U.S. consolidated return will be determined under the U.S. Treasury Regulations under
Code section 1502.
i. To the extent that U.S. Taxpayer’s compliance with this APA depends on certain acts of other members of Worldwide
Group, U.S. Taxpayer will ensure that such other members will perform such acts.
7. Critical Assumptions. The Critical Assumptions, which are this APA’s critical assumptions as defined in Rev. Proc. 2015-41,
appear in Appendix B. If any Critical Assumption has not been met, then Rev. Proc. 2015-41, section 7.06, governs, as modified
by Appendix B to this APA.
8. Disclosure. This APA, and any background information related to this APA or the APA Request, are: (1) considered “return
information” under Code section 6103(b)(2)(C); and (2) not subject to public inspection as a “written determination” under Code
section 6110(b)(1). Section 521(b) of Pub. L. 106-170 provides that the Secretary of the Treasury must prepare a report for public
disclosure that includes certain specifically designated information concerning all APAs, including this APA, in a form that does
not reveal taxpayers’ identities, trade secrets, and proprietary or confidential business or financial information.
9. Disputes. If a dispute arises concerning the interpretation or application of this APA, the Parties will seek a resolution by the
Director, Treaty and Transfer Pricing Operations, to the extent reasonably practicable, before seeking alternative remedies.
10. Materiality. In this APA the terms “material” and “materially” will be interpreted in a manner consistent with the description of
“material facts” in Rev. Proc. 2015-41, section 7.06(4).
11. Paragraph Captions. This APA’s paragraph captions, which appear in italic type, are for convenience and reference only. The
captions do not affect in any way the interpretation or application of this APA.
12. Terms and Definitions.
a. Unless otherwise specified, terms in the plural include the singular and vice versa.
b. Appendix A contains definitions for certain terms used in this APA’s body and appendices.

Bulletin No. 2022–15 977 April 11, 2022
c. Certain terms used in this APA’s body and appendices are defined as follows:
TermDefinition
Annual ReportA report within the meaning of Rev. Proc. 2015-41, section 7.02.
Advance Pricing
Agreement, or “APA”
An “advance pricing agreement” within the meaning of Rev. Proc. 2015-41, section 2.02. Unless context
indicates otherwise, “this APA” or “the APA” denotes the particular APA that is executed below.
APA Records(Defined in Appendix C.)
APA RequestU.S. Taxpayer’s request for this APA, which was dated #DATE, including any amendments or supple-
mental or additional information thereto (including but not limited to any responses to due diligence
questions).
Critical Assumptions(Defined in paragraph 7.)
Financial StatementsBalance sheet, income statement, statement of cash flow, and explanatory notes, prepared in accordance
with the Applicable Accounting Standard as defined in section 7 of Appendix A.
Non-U.S. GroupIn any APA Tax Year, Worldwide Group members that are not U.S. persons.
Parties(Defined in the Recitals near the start of this APA.)
Pub. L. 106-170The Ticket to Work and Work Incentives Improvement Act of 1999.
U.S. Effective Date(Defined in paragraph 17 and in section 7 of Appendix A. Those definitions are intended to have the
same meaning. In case of conflict, the definition in paragraph 17 controls.)
U.S. GroupIn any APA Tax Year, Worldwide Group members that are U.S. persons.
Worldwide GroupIn any APA Tax Year, U.S. Taxpayer and all organizations, trades, businesses, entities, or branches
(whether or not incorporated, organized in the United States, or affiliated) owned or controlled directly
or indirectly by the same interests.
13. Deadline References. If a deadline under this APA falls on a Saturday, Sunday, or a legal holiday in the District of Columbia, the
deadline is extended to the next succeeding day that is not a Saturday, Sunday, or legal holiday in the District of Columbia.
14. Entire Agreement and Severability. This APA is the complete statement of the Parties’ agreement. The Parties will sever, delete,
or reform any invalid or unenforceable provision in this APA to approximate the Parties’ intent as nearly as possible.
15. Successor in Interest. This APA binds, and inures to the benefit of, any successor in interest to U.S. Taxpayer.
16. Notice. Any notices required by this APA or Rev. Proc. 2015-41 must be in writing. U.S. Taxpayer will send notices to the IRS
at:
Commissioner, Large Business and International Division
Internal Revenue Service
1111 Constitution Avenue, NW
SE:LB:TTPO:APMA:NCA534-01
Washington, DC 20224
(Attention: APMA)
The IRS will send notices to:
#NAME AND ADDRESS
(phone: #PHONE)
The IRS also will send notices to, if applicable:
[] #REPRESENTATIVE’S NAME AND ADDRESS
(phone: #PHONE)
provided that a valid IRS Form 2848 “Power of Attorney and Declaration of Representative” for that person was included in the
most recent Annual Report (or, if no Annual Report has been filed, was included in the APA Request).

April 11, 2022 978 Bulletin No. 2022–15
17. U.S. Effective Date and Counterparts. This APA is effective starting on the date, or later date of the dates, upon which all Parties
execute this APA (“U.S. Effective Date”). The Parties may execute this APA in counterparts, with each counterpart constituting
an original.
WITNESS,
The Parties have executed this APA on the dates below.
#SIGNATORY NAME IN BOLD FACE BLOCK CAPITAL LETTERS
By: __________________________Date: _________________, 20____
#NAME
#TITLE
INTERNAL REVENUE SERVICE
By: __________________________Date: _________________, 20____
Nicole L. Welch
Acting Director, Advance Pricing and Mutual Agreement Program

Bulletin No. 2022–15 979 April 11, 2022
APPENDIX A
COVERED ENTITIES, TERM, COVERED ISSUE(S), COVERED METHOD(S), INCOME REPORTING,
CONFORMING ADJUSTMENTS AND REPATRITION OF FUNDS,
CERTAIN SUBSEQUENT ADJUSTMENTS,
AND DEFINITIONS
Section 1 of this Appendix lists the Covered Entities. Section 2 defines the APA Term, APA Tax Years, and APA Covered Years.
Section 3 describes the Covered Issue(s). Section 4 describes the Covered Method applicable to each Covered Issue.
Section 5 describes the application of the Covered Method(s) to income reporting and the possible need for an APA Primary Ad-
justment under one or more Covered Methods. Section 6 addresses conforming adjustments and repatriation of funds following APA
Primary Adjustments.
Section 7 provides definitions that apply both to this Appendix and to the APA as a whole. The definitions table is based on a stan-
dard, inclusive model, and thus may include terms not used in this APA.
1. Covered Entities
The U.S. Covered Entity(ies) are:
#LIST OF EACH U.S. ENTITY INVOLVED IN ONE OR MORE COVERED ISSUE(S), AND ALSO (LISTED FIRST)
ANY CONSOLIDATED RETURN PARENT FOR ANY SUCH ENTITY. FOR EACH ENTITY, NAME, ADDRESS,
PHONE, AND EIN.
The term “U.S. Taxpayer” includes collectively all U.S. Covered Entities and any other entities that are in a consolidated return
group with a U.S. Covered Entity.
The Non-U.S. Covered Entity(ies) are:
# LIST OF EACH NON-U.S. ENTITY INVOLVED IN ONE OR MORE COVERED ISSUE(S), AND ALSO (LISTED
FIRST) ANY COMMON TAX REPORTING PARENT FOR ANY SUCH ENTITY. FOR EACH ENTITY, NAME, AD-
DRESS, AND PHONE.
The term “Non-U.S. Taxpayer” includes collectively all Non-U.S. Covered Entities and any other entities that are in a common tax
reporting group with a Non-U.S. Covered Entity.
The term “Covered Entities” includes both the U.S. Covered Entities and the Non-U.S. Covered Entities.
2. APA Term, APA Tax Years, and APA Covered Years
The APA applies to the period from #DATE to #DATE, inclusive (the “APA Term”).
[] The APA Term does not include a Rollback.
[] The APA Term includes a Rollback, which covers from #DATE to #DATE, inclusive (the “Rollback Period”).
A tax year of U.S. Taxpayer that is wholly or partly contained in the APA Term is called an “APA Tax Year.” For a particular APA
Tax Year, the portion of such APA Tax Year that is contained in the APA Term is called an “APA Covered Year.” Such APA Tax Year
and APA Covered Year are said to “correspond” to each other or to be “corresponding.”
3. Covered Issue(s)
The Covered Issue(s) are as described below.
Covered Issue 1:
#DESCRIPTION OF COVERED ISSUE.

April 11, 2022 980 Bulletin No. 2022–15
4. Covered Method(s)
Each Covered Method applies to one or more Covered Issues. A Covered Method and the Covered Issue(s) to which the Covered
Method applies are said to “correspond,” or to be “corresponding”.
The Covered Methods are summarized in the following table and are described in detail below. In case of conflict with this table,
the detailed descriptions of the Covered Methods below, and the descriptions in section 3 above of the Covered Issues, control.
Covered Method
Number
Applies to Covered
Issues Number(s)
Summary Description of
Corresponding Covered
Issues
Type of Method;
Results Tested
Point or
Range
Testing Frequency
and Periods
1
This Appendix A uses the term “Tested Party.” When applied in the context of methods that consider, or test, data from only one
party to a transaction, this term is similar in concept to the term “tested party” as discussed in the OECD Guidelines paragraphs 3.18
and 3.19, and as defined in the U.S. Treasury Regulations section 1.482-5(b)(2). However, some methods consider, or test, data from
both parties to a transaction, where there is no singular “tested” party. Even in applying such methods, however, it is typically the
case that one particular party’s results are formally tested for compliance with the method. For purposes of this template, in such
circumstances, the party whose results are formally tested in applying any particular method is the “Tested Party”, even if that party
is not strictly a “tested party” as discussed in the OECD Guidelines paragraphs 3.18 and 3.19, or as defined in the U.S. Treasury
Regulations section 1.482-5(b)(2).
Covered Method for Covered Issue 1:
a. Tested Party
The Tested Party is #TESTED PARTY.
b. Financial Results Tested (Type of Method)
[] The Covered Method is an implementation of the comparable uncontrolled price method under the OECD Guidelines and
of the comparable uncontrolled price method under the U.S. Treasury Regulations. The Tested Party’s financial results to be
tested are:
[] per unit price paid, defined as the total amount paid for #DESCRIPTION OF GOODS divided by the number of
#DESCRIPTION OF A UNIT OF GOODS purchased.
[] per unit price received, defined as the total amount received for #DESCRIPTION OF GOODS divided by the number
of #DESCRIPTION OF A UNIT OF GOODS sold.
[] The Covered Method is an implementation of the comparable uncontrolled price method under the OECD Guidelines and of
the comparable uncontrolled services price method under the U.S. Treasury Regulations. The Tested Party’s financial results
to be tested are:
[] per unit price paid, defined as the total amount paid for #DESCRIPTION OF SERVICES divided by the number of
#DESCRIPTION OF A UNIT OF SERVICES received.
[] per unit price received, defined as the total amount received for #DESCRIPTION OF SERVICES divided by the number
of #DESCRIPTION OF A UNIT OF SERVICES provided.
[] The Covered Method is an implementation of the comparable uncontrolled price method under the OECD Guidelines and
of the comparable uncontrolled transaction method under the U.S. Treasury Regulations. The Tested Party’s financial results
to be tested are the royalty paid for the license of #DESCRIPTION OF LICENSED INTANGIBLE PROPERTY divided by
the Tested Party’s:
[] sales revenue from sales of #DESCRIPTION OF GOODS/SERVICES.
[] #OTHER ROYALTY BASE.

Bulletin No. 2022–15 981 April 11, 2022
[] The Covered Method is an implementation of the comparable uncontrolled price method under the OECD Guidelines and
of the acquisition price method under the U.S. Treasury Regulations. The Tested Party’s financial results to be tested are
described in subsection (c) below.
[] The Covered Method is an implementation of the comparable uncontrolled price method under the OECD Guidelines and
of the market capitalization method under the U.S. Treasury Regulations. The Tested Party’s financial results to be tested are
described in subsection (c) below.
[] The Covered Method is an implementation of the resale price method under the OECD Guidelines and of the resale price
method under the U.S. Treasury Regulations. The Tested Party’s financial results to be tested are the gross profit margin from
the sale of #DESCRIPTION OF GOODS.
[] The Covered Method is an implementation of the resale price method under the OECD Guidelines and of the gross services
margin method under the U.S. Treasury Regulations. The Tested Party’s financial results to be tested are the gross services
margin from the provision of #DESCRIPTION OF SERVICES.
[] The Covered Method is an implementation of the cost plus method under the OECD Guidelines and of the cost plus method
under the U.S. Treasury Regulations. The Tested Party’s financial results to be tested are the gross profit markup.
[] The Covered Method is an implementation of the cost plus method under the OECD Guidelines and of the cost of services
plus method under the U.S. Treasury Regulations. The Tested Party’s financial results to be tested are the gross services
profit markup from the provision of #DESCRIPTION OF SERVICES.
[] The Covered Method is based on the principles of the low value-adding intra-group services approach under the OECD
Guidelines and of the services cost method under the U.S. Treasury Regulations. The Tested Party’s financial results to be
tested are the markup on total costs for providing #DESCRIPTION OF SERVICES.
[] The Covered Method is an implementation of the transactional net margin method under the OECD Guidelines and of the
comparable profits method under the U.S. Treasury Regulations. The Tested Party’s financial results to be tested, as reflected
in its net profit indicator (per OECD Guidelines) or profit level indicator (per U.S. Treasury Regulations), are its:
[] operating margin.
[] markup on total costs.
[] Berry ratio.
[] return on operating assets.
[] return on invested capital.
[]* #OTHER NET PROFIT INDICATOR OR PROFIT LEVEL INDICATOR, WITH DEFINITION.
[] The Covered Method is an implementation of the profit split (residual analysis) method under the OECD Guidelines and
of the residual profit split method under the U.S. Treasury Regulations. The Tested Party’s financial results to be tested are
described in subsection (c) below.
[] The Covered Method is an implementation of the profit split (contribution analysis) method under the OECD Guidelines and
of the comparable profit split method under the U.S. Treasury Regulations. The Tested Party’s financial results to be tested
are described in subsection (c) below.
[] The Covered Method is an implementation of an income based valuation technique as referenced in paragraph 6.153 of the
OECD Guidelines and of the income method under the U.S. Treasury Regulations. The Tested Party’s financial results to be
tested are described in subsection (c) below.
[] The Covered Method is an implementation of (i) a sharing of the cost of current contributions in proportion to overall
expected benefits, within a cost contribution arrangement under the OECD Guidelines, and (ii) a sharing of intangible

April 11, 2022 982 Bulletin No. 2022–15
development costs in proportion to reasonably anticipated benefits, within a cost sharing arrangement under the U.S. Trea-
sury Regulations. The Tested Party’s financial results to be tested are described in subsection (c) below.
[] The Covered Method is a method that is not specified under the OECD Guidelines and not specified under the U.S. Treasury
Regulations. The Tested Party’s financial results to be tested are described in subsection (c) below.
Such financial results are determined according to the Applicable Accounting Standard, with the proviso that in determining such
results, accounting principles and conventions that are generally accepted in the trade or industry must be used.
Such financial results are tested against a point or range as described below. The test is carried out with a frequency, and for cer-
tain time periods, as described below. If and when these financial results do not satisfy the test, they must be adjusted as described in
section 5 of this Appendix A.
c. Testing of Financial Results Against a Point or Range
The Tested Party’s financial results are tested as follows:
[] The financial results must equal #X.
[] The financial results must be within an Arm’s Length Range.
[] The Arm’s Length Range is from #X to #Y inclusive.
[] This Arm’s Length Range has an associated Median value of #Z.
[] This Arm’s Length Range has no associated Median value.
[] Two Arm’s Length Ranges apply. The first is from #W to #X inclusive and applies to the annual test described in sub-
section (d) below. The second is from #Y to #Z inclusive and applies to the term test described in subsection (d) below.
[] The first Arm’s Length Range has an associated Median value of #P, and the second Arm’s Length Range has an
associated Median value of #Q.
[] These Arm’s Length Ranges have no associated Median value.
[] Two Arm’s Length Ranges apply. The first is from #W to #X inclusive and applies to the subterm test described in
subsection (d) below. The second is from #Y to #Z inclusive and applies to the annual test described in subsection (d)
below.
[] The first Arm’s Length Range has an associated Median value of #P, and the second Arm’s Length Range has an
associated Median value of #Q.
[] These Arm’s Length Ranges have no associated Median value.
[] Two Arm’s Length Ranges apply. The first is from #W to #X inclusive and applies to the test for the first subterm
described in subsection (d) below. The second is from #Y to #Z inclusive and applies to the test for the second subterm
described in subsection (d) below.
[] The first Arm’s Length Range has an associated Median value of #P, and the second Arm’s Length Range has an
associated Median value of #Q.
[] These Arm’s Length Ranges have no associated Median value.
[] #OTHER DESCRIPTION, FOR EXAMPLE THE EVALUATION AND TESTING MECHANICS FOR A PROFIT SPLIT,
AN INCOME METHOD, AN UNSPECIFIED METHOD, OR A SHARING OF COSTS UNDER A COST CONTRIBU-
TION ARRANGMENT/COST SHARING ARRANGEMENT.

Bulletin No. 2022–15 983 April 11, 2022
d. Testing Frequency and Testing Periods
The Tested Party’s financial results are tested as of certain APA Covered Years, and for certain time periods, as follows:
[] The results are tested annually, meaning that they are tested as of each APA Covered Year, for a period consisting of that APA
Covered Year.
[] There is no additional term test.
[] There is an additional term test. For this test, the results are tested as of the Last Effective APA Covered Year, for the
period consisting of the Last Effective APA Covered Year and all prior APA Covered Years.
The application of the annual test and the application of the additional term test are coordinated as described in section 5 of
this Appendix A.
[]* The results are tested on a term basis, meaning that they are tested only once, as of the Last Effective APA Covered Year, for
a period consisting of the Last Effective APA Covered Year and all prior APA Covered Years.
[]* The results are tested on the basis of two subterms. For this purpose, the APA Term is divided into two subterms. The first
subterm consists of all APA Covered Years ending on or before #DATE, and the second subterm consists of all other APA
Covered Years. For each subterm, the results are tested as of the Last Effective APA Subterm Covered Year, for a period
consisting of the Last Effective APA Subterm Covered Year and all prior APA Covered Years in the subterm.
[]* The results are tested on a subterm basis for all APA Covered Years ending on or before #DATE (the “subterm”), and are
tested annually for each other APA Covered Year, as follows:
The results are tested as of the Last Effective APA Subterm Covered Year, for a period consisting of the Last Effective APA Sub-
term Covered Year and all prior APA Covered Years in the subterm.
The results are tested as of each APA Covered Year that is not in the subterm, for a period consisting of that APA Covered Year.
[]* The results are tested on a cumulative basis, meaning that (except as provided in the following sentence) they are not tested
as of the first APA Covered Year but they are tested as of each other particular APA Covered Year for a period consisting of
such particular APA Covered Year and all prior APA Covered Years. However, if the Last Effective APA Covered Year is
the first APA Covered Year, then the results are tested as of the first APA Covered Year, for a period consisting of such APA
Covered Year.
[]* The results are tested on a three-year rolling average basis, meaning that the results are tested as of each APA Covered Year,
for a period consisting of the APA Tax Year corresponding to the APA Covered Year (but excluding any portion of that APA
Tax Year that is after the APA Term), and the Tested Party’s two preceding tax years.
e. Other Provisions
The Tested Party’s financial results, to be tested as described above, are for:
[] The Tested Party as a whole.
[] Only a segment of the Tested Party’s activity. #DETAILED DESCRIPTION OF THE SEGMENT AND OF THE ALLO-
CATION AND APPORTIONMENT METHODS USED, INCLUDING ANY APPLICABLE FORMULAS AND DEFINI-
TIONS OF QUANTITIES USED IN THOSE FORMULAS. THIS DESCRIPTION SHOULD BE DETAILED ENOUGH
TO ENABLE A STRAIGHTFORWARD VERIFICATION OF COMPLIANCE BY THE IRS EXAMINATION TEAM.
When the Tested Party’s financial results are tested as of a given APA Covered Year, those results shall reflect, to the extent rele-
vant, any APA Primary Adjustment for this Covered Method made under section 5 of this Appendix A for the APA Tax Year corre-
sponding to any prior APA Covered Year.

April 11, 2022 984 Bulletin No. 2022–15
For this Covered Method, if applicable:
[]* For APA Covered Years ending on or before #DATE, it is agreed that this Covered Method, yields financial results as shown
below, and that any APA Primary Adjustments under section 5 of this Appendix A are as shown below. #TEXT AND/OR
TABLES SHOWING THE FINANCIAL RESULTS, THE TESTING OF THOSE FINANCIAL RESULTS UNDER THE
COVERED METHOD, AND ANY RESULTING APA PRIMARY ADJUSTMENTS.
For this Covered Method, if applicable:
[] This Covered Method addresses the pricing for a transfer of intangible property (which does not constitute a platform con-
tribution transaction as defined in U.S. Treasury Regulations section 1.482-7(b)(1)(ii)) within the meaning of U.S. Treasury
Regulations section 1.482-4. That pricing will not be subject to periodic adjustments by the IRS, during or after the APA
Term, under U.S. Treasury Regulations section 1.482-4(f)(2) or (6).
[] This Covered Method addresses the pricing for a platform contribution transaction (“PCT”). That PCT will not be treated
as a Trigger PCT within the meaning of U.S. Treasury Regulations section 1.482-7(i)(6)(i) for purposes of making periodic
adjustments, during or after the APA Term, under U.S. Treasury Regulations section 1.482-7(i)(6).
5. Application of Covered Method(s) to Income Reporting
For each APA Tax Year, and for each Covered Method and corresponding Covered Issue(s), the amounts reported by U.S.
Taxpayer and Non-U.S. Taxpayer for income tax purposes under the laws of the United States and #COUNTRY(IES) must
clearly reflect the Tested Party’s actual transactions, allocations, and/or recordkeeping, as applicable, that relate to such Covered
Issue(s), adjusted as necessary to conform with section 4 of this Appendix A. Accordingly, for each particular APA Tax Year and
corresponding APA Covered Year, and for each such Covered Method:
i. If the Tested Party’s financial results are tested as of such APA Covered Year and do not conform with section 4 of this
Appendix A, then the tax reporting for such APA Tax Year must clearly reflect an adjustment that brings such results into
conformance (an “APA Primary Adjustment”). If section 4 of this Appendix A specifies conformance to an Arm’s Length
Range, then the adjustment shall be to:
[] the Median.
[]* the near edge of the Arm’s Length Range.
[]* the Median for Covered Issues #SPECIFY WHICH ONES, and the near edge of the Arm’s Length Range for Covered
Issues #SPECIFY WHICH ONES.
ii. If an adjustment is not required under paragraph (i) above, then the tax reporting must clearly reflect the Tested Party’s
financial results, with no adjustment. In this case there is no APA Primary Adjustment.
iii. If both an annual test and an additional term test apply under such Covered Method, and such APA Covered Year is the Last
Effective APA Covered Year, so that as of such APA Covered Year the Tested Party’s financial results are tested under both
the annual test and the term test, then paragraphs (i) and (ii) above are modified by this paragraph (iii), which coordinates
the application of both tests. As explained in more detail below, the annual test is applied first, followed by the term test.
Specifically, the need for and amount of any APA Primary Adjustment for such APA Covered Year will be determined as
follows:
A. First apply paragraphs (i) and (ii) above under the assumption that only the annual test applies. Any required adjustment
will be referred to as the “annual adjustment” rather than an “APA Primary Adjustment.” If there is no required adjust-
ment, the annual adjustment is considered to be zero.
B. Next, apply paragraphs (i) and (ii) above to the Tested Party’s financial results as adjusted by any nonzero annual adjust-
ment, under the assumption that only the term test applies to those results. Any required adjustment under this applica-
tion of paragraphs (i) and (ii) will be referred to as the “term adjustment” rather than an “APA Primary Adjustment.” If
there is no such required adjustment, the term adjustment is considered to be zero.

Bulletin No. 2022–15 985 April 11, 2022
C. Add the annual adjustment and term adjustment, taking account of the magnitude and (if nonzero) direction of each. If
this sum is zero, there is no APA Primary Adjustment for such APA Covered Year. If this sum is nonzero, this sum gives
the magnitude and direction of the APA Primary Adjustment for such APA Covered Year. Any APA Primary Adjustment,
or the lack of an APA Primary Adjustment, must be clearly reflected in the tax reporting for such APA Tax Year (see
paragraphs (i) and (ii) above).
iv. If this APA is unilateral and such APA Covered Year is within the Rollback Period, then:
[] Paragraphs (i)-(iii) above notwithstanding, an APA Primary Adjustment will not be made if that APA Primary Adjust-
ment would decrease the income of U.S. Taxpayer for such APA Tax Year.
[]* Paragraphs (i)-(iii) above apply without modification.
If indicated, the above provisions on APA Primary Adjustments are modified as follows:
[]* Any APA Primary Adjustment that would be made under the above provisions for an APA Tax Year ending before #DATE
will instead be made for the APA Tax Year ending #THE SAME DATE (the “Telescoping Year”). For each particular Cov-
ered Method, all APA Primary Adjustments that are made for the Telescoping Year (including any APA Primary Adjustments
that are moved to the Telescoping Year as just described, as well as any APA Primary Adjustment originally made for the
Telescoping Year) are netted.
[] The foregoing provision applies without modification.
[] The foregoing provision applies with the following modification. An APA Primary Adjustment that is thus moved from
a particular APA Tax Year (the “Original Year”) to the Telescoping Year shall be increased in amount to reflect the time
value of money. That increase will consist of multiplication by a factor that is an annual rate raised to a power. The
annual rate is 1.#XY. The power is the quotient of (i) the average of the number of months by which the end of the Tele-
scoping Year is later than the end of the Original Year, and the number of months by which the start of the Telescoping
Year is later than the start of the Original Year (with any fractions of months rounded to whole months), (ii) divided by
twelve.
For U.S. tax purposes, the generally applicable Code rules will apply with respect to APA Primary Adjustments, except as other-
wise provided in Rev. Proc. 2015-41 or in this APA.
6. Conforming Adjustments and Repatriation of Funds
The provisions in this section 6 apply to “Repatriable Issues,” which are Covered Issues that concern transactions between asso-
ciated enterprises that fall under Article 9 of the OECD Model Tax Convention. Such transactions correspond to transactions that
under U.S. law are subject to application of Code section 482, as modified by any applicable treaty provision.
If the application of a Covered Method to a Repatriable Issue requires an APA Primary Adjustment under section 5 of this Appen-
dix A for a given APA Tax Year, then for U.S. tax purposes there generally must be a corresponding conforming adjustment as
specified in U.S. Treasury Regulations section 1.482-1(g)(3) as amplified by Rev. Proc. 99-32 or any successor revenue proce-
dure. However, for this purpose, all APA Primary Adjustments for such APA Tax Year arising from the application of a Covered
Method to a Repatriable Issue are first netted to yield a net APA Primary Adjustment for such APA Tax Year. Only if the net APA
Primary Adjustment is nonzero is a conforming adjustment required.
For each APA Tax Year with a nonzero net APA Primary Adjustment, for U.S. tax purposes the conforming adjustment will be
accomplished in the following steps:
i. The conforming adjustment will be accomplished between #U.S. ENTITY and #NON-U.S. ENTITY, which will be referred
to here as “U.S. Entity” and “Non-U.S. Entity”, respectively. An intercompany payable will be established between U.S.
Entity and Non-U.S. Entity in the amount and direction of the net APA Primary Adjustment, as of the last day of such APA
Tax Year. This payable will be denominated in #CURRENCY. The payable will be treated as indebtedness for all U.S. fed-
eral tax purposes; provided, however, that the payable will not be treated as indebtedness for purposes of Code section 956
if the payable is satisfied within 90 days of the close of the APA Tax Year with respect to which it is established.
ii. [] The intercompany payable will bear interest at an arm’s length rate.

April 11, 2022 986 Bulletin No. 2022–15
[] Such arm’s length rate is not specified in this APA and will be determined under applicable legal principles.
[] Such arm’s length rate is determined as follows. #DESCRIPTION OF ARM’S LENGTH RATE (FOR EXAMPLE,
FOR A U.S. DOLLAR PAYABLE, A CERTAIN APPLICABLE FEDERAL RATE UNDER U.S. TREASURY REGU-
LATIONS SECTION 1.482-2(a)(2)(iii)(C)).
[] This APA is bilateral or multilateral. As agreed between the United States and #COUNTRY(IES), the intercompany
payable will not bear interest.
iii. The intercompany payable must be satisfied, in a manner permitted under Rev. Proc. 99-32 or any successor revenue proce-
dure, within 90 days of the later of (1) the date for timely filing (with extensions) of the U.S. return for such APA Tax Year,
and (2) the APA’s U.S. Effective Date. If any amount of the intercompany payable is not otherwise so satisfied within that
90-day period, such amount, on the last day of such period, will be deemed (1) to be paid between U.S. Entity and Non-U.S.
Entity in satisfaction of the payable, and (2) to be paid (directly or indirectly, as specified below) between U.S. Entity and
Non-U.S. Entity in the opposite direction (that is, from the deemed recipient of the intercompany payable to the deemed
payor of the intercompany payable). These two deemed payments on the same day will cancel and thus yield no net cash
flow between these two entities. The second of these deemed payments will be referred to as the “reverse payment.” The
reverse payment will be deemed to be as follows:
A. If the net APA Primary Adjustment increases U.S. income:
[] The reverse payment will be deemed to be a contribution to capital from U.S. Entity to Non-U.S. Entity, either directly,
or indirectly through the corporate chain, as the case may be.
[] The reverse payment will be deemed to be a distribution from U.S. Entity to Non-U.S. Entity, either directly, or indi-
rectly through the corporate chain, as the case may be.
[] The reverse payment will be deemed to be a distribution from U.S. Entity to #COMMON PARENT, either directly, or
indirectly through the corporate chain, as the case may be, followed by a contribution by #COMMON PARENT to non-
U.S. Entity, either directly or indirectly through the corporate chain, as the case may be.
B. If the net APA Primary Adjustment decreases U.S. income:
[] The reverse payment will be deemed to be a contribution to capital from non-U.S. Entity to U.S. Entity, either directly,
or indirectly through the corporate chain, as the case may be.
[] The reverse payment will be deemed to be a distribution from non-U.S. Entity to U.S. Entity, either directly, or indi-
rectly through the corporate chain, as the case may be.
[] The reverse payment will be deemed to be a distribution from non-U.S. Entity to #COMMON PARENT, either directly,
or indirectly through the corporate chain, as the case may be, followed by a contribution by #COMMON PARENT to
U.S. Entity, either directly, or indirectly through the corporate chain, as the case may be.
This situation is generally described in paragraph 4.66 of the OECD Guidelines, and in U.S. Treasury Regulations section 1.482-
1(g) and Rev. Proc. 99-32.
In this APA, if applicable:
[]* For the APA Tax Year(s) ending on or before #DATE, it is agreed that the net APA Primary Adjustment(s), if any, from the
application of the Covered Methods are as follows: #FOR EACH SUCH APA TAX YEAR, DESCRIPTION OF WHETHER
THERE IS A NET APA PRIMARY ADJUSTMENT, AND IF SO THE AMOUNT AND DIRECTION. IF THERE IS MORE
THAN ONE COVERED METHOD FOR A REPATRIABLE ISSUE, ALSO PROVIDE A TABLE SHOWING THE DER-
IVATION, FOR EACH SUCH APA TAX YEAR, OF THE NET APA PRIMARY ADJUSTMENT FROM THE APA PRI-
MARY ADJUSTMENT (OR LACK OF ONE) FOR EACH SUCH COVERED METHOD. #FOR ANY SUCH NET APA
PRIMARY ADJUSTMENTS, DESCRIPTION OF THE MEANS BY WHICH THE CONFORMING ADJUSTMENT HAS
BEEN OR WILL BE SATISFIED, WITH APPLICABLE DATES.

Bulletin No. 2022–15 987 April 11, 2022
7. Definitions
The definitions in the table below apply to this APA.
The defined terms in this table include certain measures of profitability (e.g., operating profit, operating margin). Most of these
measures are ultimately defined in terms of sales revenue, operating expenses, and operating assets (defined terms), and cogs
and non-interest-bearing liabilities (undefined terms). The definitions of sales revenue, operating expenses, and operating assets
contain a limitation to the relevant business activity. Similarly, each use of the terms “cogs” and “non-interest-bearing liabilities”
is accompanied by a limitation to the relevant business activity. Therefore, the measures of profitability based on these five terms
all are defined with a limitation to the relevant business activity. (Certain other measures of profitability in this table relate to the
provision of services and are defined with reference to those services. Therefore, those measures as well contain a limitation to
the relevant business activity.)
TermDefinition
Arm’s Length RangeWith respect to a particular Covered Method, a numerical range that defines the values for which
certain financial results of the Tested Party are considered to satisfy the arm’s length standard.
(This term may be referenced in section 4 of this Appendix A.)
APA Primary Adjustment(Defined in section 5 of this Appendix A.)
APA Covered Year(Defined in section 2 of this Appendix A.)
APA Term(Defined in section 2 of this Appendix A.)
APA Tax Year(Defined in section 2 of this Appendix A.)
Applicable Accounting
Standard
The Applicable Accounting Standard is #CHOOSE FROM U.S. GAAP, IFRS, ETC. for U.S.
Taxpayer and #CHOOSE FROM U.S. GAAP, IFRS, ETC. for Non-U.S. Taxpayer.
Berry ratioThe ratio of gross profit to operating expenses.
Code The U.S. Internal Revenue Code of 1986, title 26 of the United States Code, as amended.
correspond, corresponding(With regard to APA Covered Years and APA Tax Years, defined in section 2 of this Appendix A;
with regard to Covered Issues and Covered Methods, defined in section 4 of this Appendix A.)
Covered Entity(ies)(Defined in section 1 of this Appendix A.)
Covered Issue(s)(Defined in section 3 of this Appendix A.)
Covered MethodA method used to resolve one or more Covered Issues, as described in section 4 of this Appendix
A. (In some cases, this method may be a “transfer pricing method” within the meaning of chap-
ter II of the OECD Guidelines and U.S. Treasury Regulations section 1.482-1(b).)
Critical Assumption fails, fail-
ure of a Critical Assumption
A Critical assumption “fails” when the Critical Assumption has not been met. This situation is
referred to as the “failure” of the Critical Assumption.
Early TerminationA termination of this APA’s effectiveness, either in its entirely or only as applied to certain
Covered Issues before the end of the APA Term. Such a termination could result from one or
more of the following circumstances: (i) a Critical Assumption failure, (ii) a violation of the
terms and conditions of this APA, (iii) a cancellation of the APA under Rev. Proc. 2015-41, and
(iv) an amendment of the APA. If an Early Termination so terminates this APA’s effectiveness
as applied to a particular Covered Issue, the Early Termination is said to “apply” to or for that
Covered Issue.
Any such termination of effectiveness would occur as of the end of an APA Tax Year (see
Rev. Proc. 2015-41, section 7.06). Because such end of an APA Tax Year is before the end of the
APA Term, such end of an APA Tax Year is also the end of the corresponding APA Covered Year
(see the definitions of APA Tax Year and APA Covered Year in section 2 of this Appendix A).
Thus, an Early Termination always would occur as of the end of an APA Covered Year. That fact
is assumed in the definitions in this table of Last Effective APA Covered Year and Last Effective
APA Subterm Covered Year.
Gross profitSales revenue, less cost of goods sold for the relevant business activity.
Gross profit margingross profit, divided by sales revenue
Gross profit markupgross profit, divided by cost of goods sold for the relevant business activity

April 11, 2022 988 Bulletin No. 2022–15
TermDefinition
Gross services marginIn connection with a provision of services, the ratio of gross services profit to the price paid for
the services in an uncontrolled transaction. For this purpose, gross services profit equals the
amount of such price that is retained by the Tested Party.
Gross services profit markupIn connection with a provision of services, gross services profit, divided by transactional costs.
For this purpose, gross services profit equals sales revenue less transactional costs. Also, for this
purpose, transactional costs equal costs directly attributable to providing the services. Such costs
would include, for example, all compensation attributable to employees directly involved in the
performance of such services, and costs of materials and supplies consumed or made available in
rendering the services.
IFRSInternational Financial Reporting Standards.
Invested capitalOperating assets, less non-interest-bearing liabilities used in the relevant business activity.
IRSThe Internal Revenue Service, an agency of the U.S. government.
IFRSInternational Financial Reporting Standards.
Last Effective APA Covered
Year
For a particular Covered Method, the last APA Covered Year for which this APA remains effec-
tive as to the Covered Issue(s) corresponding to that Covered Method. The Last Effective APA
Covered Year will be the last APA Covered Year unless an Early Termination applies to such
Covered Issue(s). See also the definition in this table of Early Termination.
Last Effective APA Subterm
Covered Year
For a particular Covered Method, and with reference to a particular set of APA Covered Years
that is defined as a subterm, the last APA Covered Year in the subterm for which this APA
remains effective as to the Covered Issue(s) corresponding to that Covered Method. The Last
Effective APA Subterm Covered Year will be the last APA Covered Year in the subterm unless
an Early Termination applies to such Covered Issue(s) and renders the APA ineffective as to
such Covered Issue(s) before the end of the subterm. See also the definition in this table of Early
Termination.
Markup on total costsThe ratio of operating profit to total costs.
MedianWith respect to a particular Arm’s Length Range, the median of a set of observations of market
data from which that Arm’s Length Range was determined.
Non-U.S. Taxpayer(Defined in section 1 of this Appendix A.)
Non-U.S. Covered Entity(ies)(Defined in section 1 of this Appendix A.)
OECD Guidelines
Organisation for Economic Co-operation and Development, OECD Transfer Pricing Guidelines
for Multinational Enterprises and Tax Administrations (July 2017).
OECD PE Report
Organisation for Economic Co-operation and Development, 2010 Report on Attribution of Profit
to Permanent Establishments (July 22, 2010).
Operating assetsThe value of all assets used in the relevant business activity, including fixed assets and current
assets (such as accounts receivable and inventories). The following items are excluded from
operating assets: cash, cash equivalents, short-term investments, deferred tax assets, tax refunds,
intangibles, investments in subsidiaries, portfolio investments.
Operating expensesAll expenses (including depreciation) not included in cost of goods sold except for interest
expense, domestic and foreign income taxes, amortization of intangibles, and any other expens-
es not related to the operation of the relevant business activity. Operating expenses normally
include, for example, expenses associated with advertising, promotion, sales, marketing, ware-
housing and distribution, administration, and a reasonable allowance for depreciation. For U.S.
Taxpayer, foreign income taxes are defined in U.S. Treasury Regulations section 1.902-1(a)(7).
Operating marginThe ratio of operating profit to sales revenue.
Operating profitSales revenue, less cost of goods sold for the relevant business activity, less operating expenses.
Rev. Proc. 99-32A revenue procedure issued by the IRS that is cited as Rev. Proc. 99-32, 1999-2 C.B. 296.
Rev. Proc. 2015-41A revenue procedure issued by the IRS that is cited as Rev. Proc. 2015-41, 2015-35 I.R.B 263.
Repatriable Issue(Defined in section 6 of this Appendix A.)

Bulletin No. 2022–15 989 April 11, 2022
TermDefinition
Relevant Financial DataWith respect to a particular Covered Method, the financial results of the Tested Party that are
tested, together with any other financial data (of the Tested Party or any other party) that are
considered in determining compliance with the Covered Method.
Return on invested capital(Defined in the same way as “return on operating assets,” but with “operating assets” replaced
by “invested capital” wherever it occurs in the definition.)
Return on operating assetsWith respect to a particular Covered Method, the Tested Party for that Covered Method, and a
testing period used in that Covered Method, the operating profit over the testing period divided
by the time-weighted average operating assets over the testing period.
For this purpose, the time-weighted average operating assets over the testing period is the
sum, over all APA Covered Years in the testing period, of the following product: (i) the simple
average of the operating asset levels at the start and end of the APA Tax Year corresponding to
such APA Covered Year, multiplied by (ii) the ratio of the number of calendar days in the APA
Covered Year, to 365.
For example, suppose that (i) the testing period consists of two consecutive APA Covered
Years, the first with 183 calendar days and the second with 366 calendar days, (ii) the total oper-
ating profit over those two years is exactly 3.4, and (iii) the operating assets levels are exactly 10
at the start of the APA tax year corresponding to the first APA Covered Year, 16 at the end of the
APA Tax Year corresponding to the first APA Covered Year (which is also the start of the APA
Tax Year corresponding to the second APA Covered Year), and 22 at the end of the APA Tax
Year corresponding to the second APA Covered Year. Then the time-weighted average operating
assets over the testing period is [(10+16)/2]*(183/365) + [(16+22)/2]*(366/365) = 25.5699. The
return on operating assets is then 3.4/25.5699 = 13.30%.
Rollback Period(This term, if applicable, is defined in section 2 of this Appendix A.)
Sales revenueTotal receipts from sale of goods and provision of services, less returns and allowances, for the
relevant business activity.
Tax yearA standard or irregular year that is used for tax reporting purposes. For U.S. Taxpayer, a tax year
is a “taxable year,” as defined in Code section 441.
Tested Party(Defined in section 4 of this Appendix A with regard to a particular Covered Method.)
Testing periodThe time period over which financial results are tested (see section 4 of Appendix A to this
APA).
Total costsCost of goods sold for the relevant business activity, plus operating expenses.
U.S. Treasury RegulationsTax regulations issued by the U.S. Treasury Department, found at title 26 of the Code of Federal
Regulations.
U.S. Covered Entity(ies)(Defined in section 1 of this Appendix A.)
U.S. Effective DateThe date, or later date of the dates, upon which the APA is executed by the IRS and by or on
behalf of each U.S. Covered Entity.
U.S. GAAPU.S. generally accepted accounting principles.
U.S. returnAny of the “Returns with respect to income taxes under subtitle A” required by Code section
6012, and any “return” for a partnership required by Code section 6031.
U.S. Taxpayer(Defined in section 1 of this Appendix A.)

April 11, 2022 990 Bulletin No. 2022–15
APPENDIX B
CRITICAL ASSUMPTIONS
The Critical Assumptions are:
1. The Covered Entities’ business activities, functions performed, risks assumed, assets employed, contractual terms, markets, and
economic conditions faced in relation to the Covered Issue(s) will remain materially the same as described in the APA Request.
For this purpose, a mere change in business results will not be a material change.
2. The Covered Entities’ financial accounting methods and classifications and methods of estimation in relation to the Covered
Issue(s) and Covered Method(s) will remain materially the same as described or used in the APA Request.
If indicated, the effect of a critical assumption failure may be limited as follows:
[] The failure of Critical Assumptions #XXX listed above will affect the effectiveness of this APA only as to Covered Issues
#YYY listed in Appendix A. Thus, as to the other Covered Issues, the APA will remain in force (except to the extent some
other condition affects the APA’s effectiveness as to those Covered Issues).
The Covered Entities will not cause a critical assumption to fail for the purpose of rendering the APA ineffective, unless they have
an independent business justification (unrelated to rendering the APA ineffective) for the action that causes the critical assumption
to fail. If one or more Covered Entities do cause a critical assumption to fail for the purpose of rendering the APA ineffective, and
without such independent business justification, then the Covered Entities will not withhold consent to an amendment to this APA
to the effect that this APA will continue in force without regard to such failure. In this case, if a Covered Entity refuses to sign such
an amendment, such an amendment may be executed without such signature and will then have the same force and effect as if the
amendment had such signature.

Bulletin No. 2022–15 991 April 11, 2022
APPENDIX C
APA RECORDS AND ANNUAL REPORT
APA RECORDS
The APA Records will consist of all documents listed below for inclusion in the Annual Report, as well as all documents, notes,
work papers, records, or other writings that support the information provided in such documents.
ANNUAL REPORT
An Annual Report must be submitted for each APA Tax Year in accordance with paragraph 6(e) of the APA and section 7.02 of
Rev. Proc. 2015-41.
For each APA Tax Year, the Annual Report (and each copy or version as required by paragraph 6(e) of the APA) will include:
1. Two copies of a properly completed APA Annual Report Summary in the form of Appendix D to this APA, one copy of the form
bound with, and one copy provided separately from, the rest of the Annual Report. (The electronic version of the Annual Report
need have only one copy of this item.)
2. A table of contents organized according to the additional required items listed below.
3. For such APA Tax Year and the corresponding APA Covered Year, statements that fully identify, describe, analyze, and explain:
a. All material differences between the Covered Entities’ business activities, functions performed, risks assumed, assets
employed, contractual terms, markets, and economic conditions faced in relation to the Covered Issues during such APA
Covered Year from those same items described in the APA Request. If there have been no such material differences, the
Annual Report will include a statement to that effect.
b. All material differences between Covered Entities’ financial accounting methods and classifications and methods of estima-
tion in relation to the Covered Issues and Covered Methods used during such APA Covered Year, from those described or
used in the APA Request. If any change was made to conform to changes in the Applicable Accounting Standard, U.S. Tax-
payer will specifically identify the change. If there have been no such material differences, the Annual Report will include a
statement to that effect.
c. Regarding notices under paragraph 16 of the APA:
i. A current statement of how the IRS should provide such notices to U.S. Taxpayer (and, if applicable, to U.S. Taxpayer’s
representative).
ii. A copy of any such notices that were submitted by U.S. Taxpayer to the IRS after the last Annual Report was submitted
(or, if there was no prior Annual Report, after the APA was executed). If there were no such notices, the Annual Report
will include a statement to that effect.
d. Any failure of any Critical Assumption. If there has been no such failure, the Annual Report will include a statement to that
effect.
e. Whether or not material information submitted while the APA Request was pending is discovered to be false, incorrect, or
incomplete, and if so a correction or completion of that information, as applicable.
f. Any change to any entity classification for federal income tax purposes (including any change that causes an entity to be dis-
regarded for federal income tax purposes) of any Worldwide Group member that is a Covered Entity or is otherwise relevant
to the Covered Issue(s) or Covered Method(s).

April 11, 2022 992 Bulletin No. 2022–15
g. The following regarding any APA Primary Adjustments made for such APA Tax Year under Appendix A to this APA:
i. The amounts of any APA Primary Adjustments;
ii. The circumstances that led to such APA Primary Adjustments being necessary;
iii. A calculation of the net APA Primary Adjustment as defined in Appendix A to this APA; and
iv. A complete description of the means by which the conforming adjustment (see section 6 of Appendix A to this APA) is
accomplished, including:
A. a description of any accounts payable established, including the entities involved and when the payables are
established;
B. a description of any amounts paid or deemed paid (including amounts paid or deemed paid in satisfaction of an
intercompany payable established as described in section 6 of Appendix A to this APA, and including any deemed
reverse payments as described in section 6 of Appendix A to this APA), that specifies the entities involved, when
the amounts are paid or deemed paid, and by what means any amounts are actually paid; and
C. the character (such as capital, ordinary, income, expense, dividend, contribution to capital) and country source of
any payments and deemed payments, and the specific affected line item(s) of any affected U.S. return;
h. A detailed numerical explanation of how the result of the application of the Covered Methods is reflected on the U.S. return,
with reference to particular line items on the U.S. return. This explanation shall include the amounts, description, reason for,
and financial analysis of any book-tax differences, as reflected on Schedule M-1 or Schedule M-3 of the U.S. return for such
APA Tax Year, that (i) are relevant to an APA Primary Adjustment, (ii) otherwise are relevant to the book and tax treatment
of any income or expense item that is part of the Relevant Financial Data for, or is determined by, any Covered Method for
such APA Tax Year, or (iii) otherwise are relevant to the APA. U.S. Taxpayer shall not simply attach a copy of the pertinent
schedule. Rather, U.S. Taxpayer shall specifically identify the relevant items from that schedule and shall describe in appro-
priate detail the nature of those items, how they arose, and how they are accounted for.
i. Whether or not U.S. Taxpayer contemplates requesting, or has requested, to renew, modify, or cancel the APA.
4. The Financial Statements and additional statements required under paragraph 6(f) of the APA, for such APA Tax Year and for any
other tax year whose financial data are relevant to compliance with the APA for such APA Tax Year;
5. A financial analysis that includes U.S. Taxpayer’s calculations to apply the Covered Method(s) to the Covered Issue(s) for such
APA Covered Year and supports those calculations with additional material that ties those calculations to the Financial State-
ments. The intent of this requirement is that the analysis submitted should provide a clear, complete, detailed, and self-contained
means by which the IRS can verify compliance with the Covered Method(s). This requirement is further explained as follows:
a. The additional material must support every numerical input to U.S. Taxpayer’s calculations.
b. The additional material could include, for example, consolidating financial statements, segmented financial data, and records
from the general ledger.
c. Where segmented data are used, U.S. Taxpayer must specify in detail how it accomplished the segmentation, including how
it made allocations and apportionments, including (i) the definition and calculation of any apportionment keys used, and (ii)
the calculations applying such keys. The inputs used for those various calculations must be tied to the Financial Statements.
d. The additional material must be annotated sufficiently to let the IRS easily trace U.S. Taxpayer’s entire calculations to objec-
tive, verifiable sources of data.
e. Where needed for clarity, terms must be defined.
6. The financial results pertinent to the Covered Method(s), for such APA Covered Year and all prior years, entered along with data
concerning the Covered Method(s) in an electronic results template available by contacting APMA.

Bulletin No. 2022–15 993 April 11, 2022
7. [] An organizational chart for Worldwide Group, revised annually to reflect all ownership or structural changes of the Covered
Entities and any other entities that are relevant to the Covered Issue(s) or are otherwise relevant to the Covered Method(s).
[]* An organizational chart for a part of Worldwide Group that includes all Covered Entities and includes any other entities
relevant to the Covered Issue(s) or Covered Method(s), revised annually to reflect all ownership or structural changes of
entities that are involved in the Covered Issue(s) or are otherwise relevant to the Covered Issue(s) or Covered Method(s).
8. A valid IRS Form 2848 “Power of Attorney and Declaration of Representative” for any representative to receive notices under
paragraph 16 of this APA.
9. A copy of the APA and any amendment.
10. A penalty of perjury statement, executed in accordance with Rev. Proc. 2015-41, sections 7.02(8) and (9).

April 11, 2022 994 Bulletin No. 2022–15
APPENDIX D
APA ANNUAL REPORT SUMMARY FORM
The APA Annual Report Summary on the next page is a required APA Record. APMA supplies some of the information requested on
the form. U.S. Taxpayer is to supply the remaining information requested by the form and submit the form as part of its Annual Report.

Bulletin No. 2022–15 995 April 11, 2022
Internal Revenue ServiceAPMA Case No.
Large Business and International DivisionReviewer
Treaty & Transfer Pricing OperationsTeam Leader
Advance Pricing Mutual Agreement ProgramEconomist
Other APA Team Members
APA Information
U.S. Taxpayer’s Name
U.S. Taxpayer’s EIN
U.S. Taxpayer’s NAICS
Unilateral/Bilateral/Multilateral
Original or Renewal
APA Common Name, if any
APA Request Filing Date
Date APA Executed
APA Term (date-to-date, inclusive)
Foreign Countr(y)ies Involved
Annual Report Due Dates for years ending on or before [date]:
Annual Report Due Dates for other years: [last month of tax year] 15 following close of year
Covered Methods Summary Description
(e.g., CPM, operating margin 2%-5%)
Taxpayer’s Principal Representative
APA Annual Report Information:
Year(s) covered by this Annual Report
Issues for APMA’s special attention (or “None”)
Taxpayer Notice PersonName
Title
If necessary, include a Address
current Form 2848 for theCity/State/Zip
Notice PersonPhone/Fax
Email
Current Representative, if anyName
Title
Include a current Form 2848Address
for the representativeCity/State/Zip
Phone/Fax
Email
Date Annual Report Filed (to be filled in by APMA):

April 11, 2022 996 Bulletin No. 2022–15
Notice of Proposed
Rulemaking
Multiple Employer Plans
REG-121508-18
AGENCY: Internal Revenue Service
(IRS), Treasury.
ACTION: Notice of proposed rulemak-
ing and notice of public hearing; with-
drawal of notice of proposed rulemaking.
SUMMARY: This document sets forth
proposed regulations relating to certain
multiple employer plans (MEPs) de-
scribed in the Internal Revenue Code (the
“Code”). The proposed regulations pro-
vide an exception, if certain requirements
are met, to the application of the “unified
plan rule” for MEPs in the event of a fail-
ure by one or more employers participat-
ing in the plan to take actions required of
them to satisfy the applicable requirements
of the Code. These proposed regulations
would affect certain MEPs, participants in
those MEPs (and their beneficiaries), em-
ployers participating in those MEPs, and
plan administrators of those MEPs. This
document also withdraws proposed regu-
lations published in the Federal Register
on July 3, 2019, amending the application
of the unified plan rule to MEPs and pro-
vides a notice of a public hearing.
DATES: Written or electronic comments
must be received by Friday, May 27, 2022.
A public hearing on these proposed regu-
lations has been scheduled for Wednes-
day, June 22, 2022, at 10 a.m. EST. Re-
quests to speak and outlines of topics to
be discussed at the public hearing must be
received by Friday, May 27, 2022. If no
outlines are received by Friday, May 27,
2022, the public hearing will be cancelled.
Requests to attend the public hearing
must be received by 5 p.m. EST on Fri-
day, June 17, 2022. The telephonic hear-
ing will be made accessible to people with
disabilities. Requests for special assis-
tance during the telephonic hearing must
be received by Thursday, June 16, 2022.
ADDRESSES: Commenters are strongly
encouraged to submit public comments
electronically. Submit electronic submis-
sions via the Federal eRulemaking Portal
at www.regulations.gov (indicate IRS and
REG-121508-18) by following the online
instructions for submitting comments.
Once submitted to the Federal eRulemak-
ing Portal, comments cannot be edited
or withdrawn. The IRS expects to have
limited personnel available to process
public comments that are submitted on
paper through mail. Until further notice,
any comments submitted on paper will be
considered to the extent practicable. The
Department of the Treasury (Treasury
Department) and the IRS will publish for
public availability any comment submit-
ted electronically, and to the extent practi-
cable on paper, to its public docket. Send
paper submissions to: CC:PA:LPD:PR
(REG-121508-18), room 5203, Inter-
nal Revenue Service, PO Box 7604, Ben
Franklin Station, Washington, DC 20044.
For those requesting to speak during
the hearing, send an outline of topic sub-
missions electronically via the Federal
eRulemaking Portal at www.regulations.
gov (indicate IRS and REG-121508-18).
Individuals who want to testify (by
telephone) at the public hearing must
send an email to publichearings@irs.
gov to receive the telephone number and
access code for the hearing. The subject
line of the email must contain the regu-
lation number REG-121508-18 and the
word TESTIFY. For example, the subject
line may say: Request to TESTIFY at
Hearing for REG-121508-18. The email
should include a copy of the speaker’s
public comments and outline of topics.
Individuals who want to attend the pub-
lic hearing by telephone must also send
an email to publichearings@irs.gov to
receive the telephone number and access
code for the hearing. The subject line of
the email must contain the regulation
number REG-121508-18 and the word
ATTEND. For example, the subject line
may say: Request to ATTEND Hearing
for REG-121508-18. To request special
assistance during the telephonic hearing
contact the Publications and Regulations
Branch of the Office of Associate Chief
Counsel (Procedure and Administration)
by sending an email to publichearings@
irs.gov (preferred) or by telephone at
(202) 317-5177 (not a toll-free number).
FOR FURTHER INFORMATION
CONTACT: Concerning the regulations,
Pamela Kinard at (202) 317-6000 or Tom
Morgan at (202) 317-6700; concerning
submission of comments or requests for
a public hearing, Regina Johnson (202)
317-5177 (not toll-free numbers) or by
sending an email to publichearings@irs.
gov.
SUPPLEMENTARY INFORMATION:
Background
This document sets forth proposed
amendments to the Income Tax Regula-
tions (26 CFR part 1) under section 413(c)
of the Code and proposed regulations un-
der section 413(e) of the Code. This docu-
ment also withdraws proposed regulations
under section 413(c) that were published
in the Federal Register on July 3, 2019
(84 FR 31777) (section 413(c) proposed
regulations).
I. General Rules Relating to MEPs
Including the Unified Plan Rule
Section 413(c) provides rules for a plan
maintained by more than one employer.
1

A plan described in section 413(c) often
is referred to as a multiple employer plan
(MEP) or a section 413(c) plan.
Final regulations under section 413
were published in the Federal Register
on November 9, 1979, 44 FR 65061 (the
final section 413 regulations). The final
section 413 regulations apply to MEPs
described in section 413(c) and to col-
lectively bargained plans described in
section 413(b) (plans that are maintained
pursuant to certain collective-bargaining
1
Section 210 of the Employee Retirement Income Security Act of 1974, Pub. L. 93-406 (88 Stat. 829), as amended (ERISA), also provides rules relating to plans maintained by more than one
employer. Similar to section 413(c) of the Code, section 210(a) of ERISA states that the minimum participation standards, minimum vesting standards, and benefit accrual requirements under
sections 202, 203, and 204 of ERISA, respectively, shall be applied as if all employees of each of the employers were employed by a single employer. Under section 101 of Reorganization
Plan No. 4 of 1978 (5 U.S.C. App.), the Secretary of the Treasury has interpretive jurisdiction over section 413 of the Code, as well as ERISA section 210.

Bulletin No. 2022–15 997 April 11, 2022
agreements between employee represen-
tatives and one or more employers).
Pursuant to section 413(c) and the final
section 413 regulations, all of the employ-
ers maintaining a MEP (participating em-
ployers) are treated as a single employer
for purposes of certain Code requirements,
which include the following requirements:
• under section 413(c)(1) and 26
CFR1.413-2(b), the rules address-
ing plan participation under section
410(a) and the regulations thereun-
der are applied as if all employees of
each of the employers that maintain
the plan are employed by a single
employer;
• under section 413(c)(2) and §1.413-
2(c), in determining whether a MEP
is, with respect to each participating
employer, a plan for the exclusive
benefit of its employees (and their
beneficiaries), all of the employees
participating in the plan are treated
as employees of each such employer;
and
• under section 413(c)(3) and §1.413-
2(d), the minimum vesting standards
under section 411 are applied as if all
employers that maintain the plan con-
stitute a single employer.
Other rules are applied separately to
each participating employer. For example,
under §1.413-2(a)(3)(ii), the minimum
coverage requirements of section 410(b)
generally are applied to a MEP on an em-
ployer-by-employer basis.
A plan is not described in section
413(c) unless it is maintained by more
than one employer and is a single plan un-
der section 414(l). See §§1.413-2(a)(2)(i)
and 1.413-1(a)(2). Under §1.414(l)-1(b),
a plan is a single plan if and only if, on
an ongoing basis, all of the plan assets
are available to pay benefits to employ-
ees who are covered by the plan and their
beneficiaries.
Under §1.413-2(a)(3)(iv), the qual-
ification of a MEP “is determined with
respect to all employers maintaining the
section 413(c) plan” (sometimes referred
to as the unified plan rule). Therefore, the
failure by one employer maintaining the
plan (or by the plan itself) to satisfy an
applicable qualification requirement will
result in the disqualification of the section
413(c) plan for all employers maintaining
the plan.
The section 413(c) proposed regula-
tions, which are being withdrawn, would
have created an exception to the unified
plan rule for certain defined contribution
MEPs. The exception generally would
have been available, provided that certain
conditions were satisfied, if a participating
employer in a MEP was solely responsible
for a qualification failure that the employ-
er was unable or unwilling to correct, or if
a participating employer failed to comply
with a plan administrator’s request for in-
formation about a qualification failure that
the plan administrator reasonably believed
might exist.
Written comments responding to the
section 413(c) proposed regulations were
received, and a public hearing was held
on December 11, 2019. The provisions of
these proposed regulations were informed
by the comments received with respect to
the section 413(c) proposed regulations.
II. SECURE Act Provisions Related to
MEPs
Section 101(a) of the Setting Every
Community Up for Retirement Enhance-
ment Act of 2019 (SECURE Act), which
was enacted on December 20, 2019, as Di-
vision O of the Further Consolidated Ap-
propriations Act of 2020, Public Law 116-
94 (133 Stat. 2534), added section 413(e)
to the Code. Section 413(e) creates a stat-
utory exception to the unified plan rule for
certain types of MEPs and directs the Sec-
retary to issue guidance that is appropriate
to carry out that provision. A MEP is eli-
gible for the exception to the unified plan
rule if it is a section 413(c) defined contri-
bution plan
2
described in section 401(a) or
consists of individual retirement accounts
described in section 408 (including by
reason of section 408(c)),
3
provided that
the MEP either is maintained by employ-
ers that have a “common interest” or has a
“pooled plan provider.”
4
Section 413(e)(1)
provides that, with certain exceptions, this
type of MEP will not be treated as failing
to meet the applicable requirements under
the Code merely because one or more em-
ployers of employees covered by the plan
fail to take actions that are required for the
plan to meet those requirements.
Section 413(e)(2)(A) provides that sec-
tion 413(e)(1) will not apply unless the
terms of the plan provide that, in the case
of any employer in the plan failing to take
the actions described in section 413(e)(1),
the assets of the plan attributable to em-
ployees of that employer (or beneficiaries
of those employees) will be transferred to
a plan maintained only by that employer
(or its successor), to an eligible retirement
plan as defined in section 402(c)(8)(B) for
each individual whose account is trans-
ferred, or to any other arrangement that
the Secretary determines is appropriate,
unless the Secretary determines it is in
the best interests of those employees (and
their beneficiaries) to retain the assets in
the plan. Section 413(e)(2)(A) also states
that section 413(e)(1) will not apply un-
less the terms of the plan provide that, in
the case of any employer failing to take
the actions described in section 413(e)
(1), the employer (and not the plan or any
other employer in the plan) will be liable
for any liabilities with respect to the plan
attributable to employees of that employer
(or their beneficiaries), except to the ex-
tent provided by the Secretary.
Section 413(e)(2)(B) provides that,
if the pooled plan provider of a plan de-
scribed in section 413(e)(1)(B) does not
perform substantially all of the adminis-
trative duties required by section 413(e)
(3)(A)(i) for any plan year, the Secretary
may provide that the determination as
to whether the plan meets the applicable
Code requirements for a plan described in
section 401(a) or a plan that consists of in-
dividual retirement accounts described in
2
Although section 403(b) plans are defined contribution plans, they are not plans described in section 401(a) or 408. Therefore, section 413(e)(1) does not apply to section 403(b) plans.
3
Prior to the SECURE Act, section 413(c)(2) of the Code provided, “For purposes of section 401(a), in determining whether the plan of an employer is for the exclusive benefit of his em-
ployees and their beneficiaries all plan participants shall be considered his employees.” Section 101(a)(2) of the SECURE Act amended section 413(c)(2) of the Code so that it applies for
purposes of section 408(c) of the Code in addition to section 401(a) of the Code.
4
Section 101(c) of the SECURE Act also amended title I of ERISA to introduce the term “pooled plan provider,” as well as the term “pooled employer plan” for a plan with a pooled plan
provider. See ERISA sections 3(44) and 3(43), respectively. These ERISA provisions do not address compliance under the Code for plans described in section 401(a) or 408, but the require-
ments for pooled plan providers and pooled employer plans are otherwise similar to the requirements in section 413(e).

April 11, 2022 998 Bulletin No. 2022–15
section 408 (including by reason of sec-
tion 408(c)), whichever is applicable, will
be made in the same manner as would be
made without regard to section 413(e)(1).
Section 413(e)(3)(A) provides that,
for purposes of section 413(e), the term
pooled plan provider means, with respect
to any plan, a person who:
• is designated by the terms of the
plan as a named fiduciary (within
the meaning of section 402(a)(2) of
ERISA), as the plan administrator,
and as the person responsible to per-
form specified administrative duties;
• registers as a pooled plan provider
with the Secretary, and provides such
other information to the Secretary
as the Secretary may require, before
beginning operations as a pooled plan
provider;
• acknowledges in writing that such
person is a named fiduciary (within
the meaning of section 402(a)(2) of
ERISA), and the plan administrator,
with respect to the plan; and
• is responsible for ensuring that all
persons who handle assets of, or who
are fiduciaries of, the plan are bonded
in accordance with section 412 of
ERISA.
5

The administrative duties for which the
pooled plan provider is responsible are
the duties (including conducting proper
testing with respect to the plan and the
employees of each employer in the plan)
that are reasonably necessary to ensure
that (1) the plan meets any requirements
under ERISA or the Code applicable to
a plan described in section 401(a) or to a
plan that consists of individual retirement
accounts described in section 408, which-
ever is applicable, and (2) each employer
in the plan takes actions that the Secretary
or the pooled plan provider determines
are necessary for the plan to meet those
requirements, including providing to the
pooled plan provider any disclosures or
other information that the Secretary may
require or that the pooled plan provider
otherwise determines are necessary to ad-
minister the plan or to allow the plan to
meet the requirements of section 401(a)
or 408. In determining whether a person
meets the requirements to be a pooled
plan provider with respect to any plan, all
persons who perform services for the plan
and who are treated as a single employer
under section 414 (b), (c), (m), or (o) are
treated as one person.
Section 413(e)(3)(B) provides that the
Secretary may perform audits, examina-
tions, and investigations of pooled plan
providers as may be necessary to enforce
and carry out the purposes of section
413(e). Section 413(e)(3)(D) provides
that each employer in a plan with a pooled
plan provider is treated as the plan spon-
sor with respect to the portion of the plan
attributable to employees of the employer
(or their beneficiaries), except with re-
spect to the administrative duties of the
pooled plan provider described in section
413(e)(3)(A)(i).
Section 413(e)(4)(A) directs the Secre-
tary to issue guidance that the Secretary
determines appropriate to carry out section
413(e), including guidance: (i) identifying
the administrative duties and other actions
required to be performed by a pooled plan
provider under section 413(e); (ii) describ-
ing the procedures to be taken to terminate
a plan which fails to meet the requirements
to be a plan described in section 413(e)(1),
including the proper treatment of, and ac-
tions needed to be taken by, any employer
in the plan and the assets and liabilities of
the plan attributable to employees of the
employer (or their beneficiaries); and (iii)
identifying appropriate cases to which the
rules of section 413(e)(2)(A) will apply to
employers in the plan failing to take the
actions described in section 413(e)(1),
taking into account whether the failure of
an employer or pooled plan provider to
provide any disclosures or other informa-
tion, or to take any other action, necessary
to administer a plan or to allow a plan to
meet requirements applicable to the plan
under section 401(a) or 408, whichever is
applicable, has continued over a period of
time that demonstrates a lack of commit-
ment to compliance.
Section 413(e)(4)(B) states that an em-
ployer or pooled plan provider will not be
treated as failing to meet a requirement of
guidance issued pursuant to section 413(e)
(4) if, before the guidance is issued, the
employer or pooled plan provider com-
plies in good faith with a reasonable in-
terpretation of the provisions of section
413(e) to which the guidance relates.
Section 413(e)(5) requires the Secre-
tary to publish model plan language which
meets the requirements of section 413(e)
and section 3(43) and (44) of ERISA and
which may be adopted in order for a plan
to be treated as a plan that has a pooled
plan provider.
Section 101(e)(2) of the SECURE Act
states that nothing in the amendments
made by section 101(a) of the SECURE
Act shall be construed as limiting the au-
thority of the Secretary of the Treasury or
the Secretary’s delegate (determined with-
out regard to such amendments) to pro-
vide for the proper treatment of a failure
to meet any requirement applicable under
the Code with respect to one employer
(and its employees) in a multiple employ-
er plan
Explanation of Provisions
I. Overview
The proposed regulations provide guid-
ance to implement the exception to the
unified plan rule for section 413(e) plans
(unified plan exception). The proposed
regulations define a section 413(e) plan
as a defined contribution plan described in
section 401(a), or a plan that consists of in-
dividual retirement accounts described in
section 408 (including accounts described
in sections 408(c), 408(k), or 408(p)),
that is a section 413(c) plan (as defined in
§1.413-2(a)(2)) and that (1) is maintained
by employers that have a common inter-
est other than having adopted the plan or
(2) has a pooled plan provider. Because
a section 413(e) plan is a type of section
413(c) plan, a section 413(e) plan is sub-
ject to all of the rules of section 413(c),
including the rules for participation in sec-
tion 413(c)(1) and the rules for vesting in
section 413(c)(3).
6

These proposed regulations do not pro-
vide guidance on whether a section 413(e)
plan is maintained by employers that have
5
The Department of Labor has issued guidance on the application of the bonding provision in its final rule on registration requirements for pooled plan providers. See 85 FR 72934, 72936
n.5 (November 16, 2020).
6
For rules relating to section 413(c) plans, see §1.413-2.

Bulletin No. 2022–15 999 April 11, 2022
a common interest other than having ad-
opted the plan. The Treasury Department
and the IRS request comments on what (if
any) guidance would be helpful regarding
whether employers have such a common
interest, including how any guidance
should be coordinated with guidance is-
sued by the Department of Labor. An em-
ployer that desires to participate in a sec-
tion 413(e) plan may choose to participate
in a defined contribution plan described in
section 401(a) or 408 with a pooled plan
provider in order to ensure that the plan is
a plan described in section 413(e).
7

Under the unified plan exception, a
section 413(e) plan is not treated as failing
to meet the requirements under the Code
applicable to a plan described in section
401(a) or to a plan that consists of indi-
vidual retirement accounts described in
section 408 (including accounts described
in section 408(c), 408(k), or 408(p)),
whichever is applicable, merely because
of a participating employer failure.
8
For
the unified plan exception to apply, the
proposed regulations provide that certain
conditions must be satisfied, including
that the section 413(e) plan administrator
must notify the participating employer of
the participating employer failure and, in
certain circumstances, transfer amounts
attributable to the employees of the unre-
sponsive participating employer to a sep-
arate plan maintained by the employer or
provide an election to certain participants
to remain in the plan or to have their ac-
counts transferred to another eligible re-
tirement plan.
In addition to defining a section 413(e)
plan, the proposed regulations provide a
number of other definitions, including
the following: (1) a section 413(e) plan
administrator is the plan administrator,
within the meaning of section 414(g),
of a section 413(e) plan; (2) a partici-
pating employer is one of the employers
maintaining a section 413(e) plan; (3) an
unresponsive participating employer is a
participating employer that has a partici-
pating employer failure; (4) an employee
is a current or former employee of a par-
ticipating employer; (5) a beneficiary is
a beneficiary of a deceased employee or
an alternate payee (as defined in section
414(p)) with respect to an employee; and
(6) a participating employer is one of the
employers maintaining a section 413(e)
plan. As discussed in the following para-
graphs, the proposed regulations also in-
clude definitions for the following terms:
(1) participating employer failure, (2)
amounts attributable to the employees of
the unresponsive participating employer,
and (3) pooled plan provider.
The proposed regulations define a par-
ticipating employer failure in a section
413(e) plan as a failure to provide infor-
mation or a failure to take action. A fail-
ure to provide information is defined as
a failure of a participating employer (or
any person that is treated as a single em-
ployer with that employer under section
414(b), (c), (m), or (o)) to respond in a
timely manner to a reasonable request by
the section 413(e) plan administrator for
data, documents, or any other information
that the plan administrator reasonably be-
lieves is necessary to determine whether a
section 413(e) plan is in compliance with
a requirement of section 401(a) or 408 as
it relates to the participating employer. A
failure to take action is defined as a failure
of a participating employer (or any person
that is treated as a single employer with
that employer under section 414(b), (c),
(m), or (o)) to comply in a timely man-
ner with a reasonable request by a section
413(e) plan administrator to take action
needed for the section 413(e) plan to satis-
fy a requirement of section 401(a) or 408
as it relates to the participating employer.
For purposes of these definitions, a section
413(e) plan administrator’s request would
not be considered reasonable if it fails to
give the employer sufficient time to pro-
vide information or take action (and, con-
sequently, a participating employer’s fail-
ure to respond to an unreasonable request
would not be considered a participating
employer failure).
The proposed regulations define
amounts attributable to the employees of
the unresponsive participating employ-
er as plan assets and account balances
held by a section 413(e) plan on behalf
of employees of an unresponsive partic-
ipating employer that are attributable to
their employment with the unresponsive
participating employer. The proposed reg-
ulations provide rules that apply if there
is no separate accounting for amounts
that are attributable to employment with
the unresponsive participating employer
and with other participating employers.
9

If a participant’s account balance includes
amounts that are attributable to current
employment with the unresponsive partic-
ipating employer and to previous employ-
ment with one or more other participating
employers, the entire account balance is
treated as attributable to employment with
the unresponsive participating employer.
On the other hand, if a participant’s ac-
count balance includes amounts that are
attributable to current employment with a
participating employer that is not the un-
responsive participating employer and to
previous employment with the unrespon-
sive participating employer, none of the
account balance is treated as attributable
to employment with the unresponsive par-
ticipating employer. For purposes of this
definition, a participant’s most recent em-
ployment with a participating employer
in the MEP will be treated as the partici-
pant’s current employment.
Under the proposed regulations, the
term pooled plan provider means, with
respect to any plan, a person who: (1) reg-
isters as a pooled plan provider with the
Commissioner; (2) is designated by the
7
The Department of Labor has advised the Treasury Department and the IRS that an arrangement with a pooled plan provider can qualify as a pooled employer plan under section 3(43)(A)
of ERISA without regard to whether the arrangement could be structured as a plan maintained by employers that have a common interest other than having adopted the plan. See also 86 FR
51488, 51490, n.12.
8
Section 1.416-1, Q&A G-2, includes a rule similar to the unified plan rule, providing that a failure by a MEP to satisfy section 416 with respect to employees of one participating employer
means that all participating employers in the MEP are maintaining a plan that is not a qualified plan. This rule is based on the unified plan rule in §1.413-2(a)(3)(iv). Therefore, if a section
413(e) plan has an unresponsive employer that fails to satisfy section 416 and the section 413(e) plan meets the conditions for the exception to the unified plan rule, the section 413(e) plan
will not be disqualified for the section 416 failure. The rules in §1.416-1 are outside the scope of these proposed regulations, but the Treasury Department and the IRS intend to address the
topic in a broader guidance project updating the regulations under section 416.
9
In defining the amounts attributable to the employees of the unresponsive participating employer, the references in these proposed regulations to circumstances in which there is no “separate
accounting” are not intended to address the recordkeeping obligations under Title I of ERISA, including sections 107 and 209 of ERISA, of an employer, plan administrator, or other plan
fiduciary.

April 11, 2022 1000 Bulletin No. 2022–15
terms of the plan as a named fiduciary
(within the meaning of section 402(a)(2)
of ERISA), as the plan administrator, and
as the person required to perform certain
administrative duties; (3) acknowledges in
writing that, with respect to the plan, it is
a named fiduciary and the plan adminis-
trator; and (4) is responsible for ensuring
that all persons who handle assets of, or
who are fiduciaries of, the plan are bonded
in accordance with section 412 of ERISA.
The requirement to register as a pooled
plan provider with the Commissioner is
fulfilled by satisfying the parallel require-
ment under ERISA to register as a pooled
plan provider with the Department of La-
bor. On November 16, 2020, the Depart-
ment of Labor issued final regulations
under section 3(44) of ERISA (29 CFR
2510.3–44) with respect to the registration
requirement. See 85 FR 72934.
Consistent with section 413(e)(3)(A)
(i), the proposed regulations require a
pooled plan provider to perform all ad-
ministrative duties that are reasonably
necessary to ensure that: (1) the plan
meets any applicable requirement under
ERISA or the Code for a plan described
in section 401(a) or for a plan that con-
sists of individual retirement accounts de-
scribed in section 408 (including accounts
described in section 408(c), 408(k), or
408(p)), whichever is applicable, and (2)
each participating employer takes actions,
including providing any disclosures or
other information, that are necessary for
the plan to meet those requirements.
10

The administrative duties of a pooled
plan provider include, but are not limited
to, the following:
(1) Monitoring compliance with the
terms of the plan, and Code and ERISA
requirements;
(2) Maintaining accurate plan data, in-
cluding providing up-to-date participant
and beneficiary information;
(3) Performing and conducting cover-
age, top-heavy, and discrimination testing
under sections 401(a)(4), (k), and (m),
408(k), 410, and 416, if applicable;
(4) Processing all employee transac-
tions (such as investment changes, loans,
and distributions);
(5) Satisfying Code and ERISA re-
porting and notice requirements (such
as reporting requirements under sec-
tions 6047 (Form 1099-R, “Distributions
From Pensions, Annuities, Retirement
or Profit-Sharing Plans, IRAs, Insurance
Contracts, etc.”) and 6058 (Form 5500,
“Annual Return/Report of Employee Ben-
efit Plan”), and notice requirements under
sections 401(k)(12)(D) and (13)(E) and
402(f)); and
(6) Updating the plan to reflect statuto-
ry changes to the Code and ERISA, to the
extent the responsibility for updating the
plan document has been delegated to the
section 413(e) plan administrator.
II. Conditions for Application of
Exception to Unified Plan Rule
A. In General
The proposed regulations provide
that, under the unified plan exception, a
section 413(e) plan is not disqualified on
account of a participating employer fail-
ure, provided that the plan satisfies certain
conditions, which are described in Parts
II.B through II.G of this Explanation of
Provisions.
B. Plan Language
The proposed regulations provide that
the terms of the section 413(e) plan doc-
ument must include language describing
the procedures that will be followed to
address a participating employer failure,
including a description of the notices that
the section 413(e) plan administrator will
send in the case of a participating employ-
er failure (described in Part II.C of this
Explanation of Provisions, titled “Notice
Requirements”). The plan must also state
that the section 413(e) plan administrator
will send the first notice (or, if applicable,
the combined first and second notice) by
specified deadlines that depend on the
type of failure. With respect to a fail-
ure to provide information, the specified
deadline for sending the first notice is 12
months following the end of the plan year
for which the information is necessary to
determine whether the section 413(e) plan
is in compliance with a requirement of
section 401(a) or 408. With respect to a
failure to take action, the specified dead-
line is 24 months following the end of the
plan year in which the failure to satisfy
a requirement of section 401(a) or 408
occurs.
In addition, the plan terms must de-
scribe the actions that the section 413(e)
plan administrator will take if, by the end
of the 60-day period following the date
the final notice is provided, the unre-
sponsive participating employer does not
take appropriate remedial action with re-
spect to the failure or initiate a spinoff of
amounts attributable to the employees of
the unresponsive participating employer
to a separate single-employer plan that is
maintained by the employer. The terms
of the section 413(e) plan must also pro-
vide that if an unresponsive participating
employer does not either take appropri-
ate remedial action or initiate a spinoff
by that deadline, participants who are
employees of the unresponsive partici-
pating employer have a nonforfeitable
right to the amounts credited to their
accounts that are attributable to employ-
ment with the unresponsive participating
employer, determined in the same man-
ner as if the plan had terminated pursu-
ant to section 411(d)(3). In connection
with the finalization of these proposed
regulations, the Treasury Department
and the IRS intend to publish guidance
in the Internal Revenue Bulletin setting
forth model language that may be used
for this purpose.
The section 413(c) proposed regula-
tions provided that a plan was ineligible
for the unified plan exception if the plan
was under examination before the first
notice with respect to a participating em-
ployer failure was provided to an unre-
sponsive participating employer. These
proposed regulations do not include that
condition. However, see the discussion in
Part VI of this Explanation of Provisions,
titled “Coordination with EPCRS,” on
correcting a failure to send the first notice
by the specified deadline, including when
a plan is under examination.
10
In determining whether a person meets the requirements to be a pooled plan provider with respect to any section 413(e) plan, all persons who perform services for the plan and who are
treated as a single employer under section 414(b), (c), (m), or (o) are treated as one person.

Bulletin No. 2022–15 1001 April 11, 2022
C. Notice Requirements
The proposed regulations require the
section 413(e) plan administrator to pro-
vide up to three notices regarding a partic-
ipating employer failure to the unrespon-
sive participating employer; with the final
notice, if applicable, also being provided
to participants who are employees of the
employer (and their beneficiaries) and the
Department of Labor.
11
The first notice must describe the par-
ticipating employer failure (or failures), as
well as the actions the unresponsive par-
ticipating employer must take to remedy
the failure, and the employer’s option to
initiate a spinoff of amounts attributable to
the employees of the unresponsive partic-
ipating employer to a separate single-em-
ployer plan that is maintained by the em-
ployer. The first notice must also explain
the consequences under the terms of the
plan if the unresponsive participating em-
ployer neither takes appropriate remedial
action with respect to the participating
employer failure nor initiates a spinoff,
including that participants who are em-
ployees of the employer will not have any
further contributions made to the plan on
their behalf and that individuals who are
responsible for the failure may have ad-
verse tax consequences.
If, by the end of the 60-day period fol-
lowing the date the first notice is provided,
the unresponsive participating employer
neither takes appropriate remedial action
with respect to the participating employer
failure nor initiates a spinoff (as described
in Part II.D of this Explanation of Provi-
sions, titled “Actions by Unresponsive
Participating Employer”), then the section
413(e) plan administrator must provide a
second notice to the employer. The second
notice must be provided no later than 30
days after the expiration of the 60-day pe-
riod following the date the first notice is
provided. The second notice must include
the information required to be included in
the first notice. The second notice must
also state that, if, within 60 days follow-
ing the date the second notice is provided,
the unresponsive participating employer
neither takes appropriate remedial action
with respect to the participating employer
failure nor initiates a spinoff, then a final
notice describing the participating em-
ployer failure and the consequences of not
correcting the failure will be provided to
participants who are employees of the em-
ployer (and their beneficiaries) and to the
Department of Labor.
The proposed regulations provide that
if, by the end of the 60-day period follow-
ing the date the second notice is provided,
the unresponsive participating employer
neither takes appropriate remedial action
with respect to the participating employ-
er failure nor initiates a spinoff, then the
section 413(e) plan administrator must
provide a final notice to the employer. The
final notice must be provided no later than
30 days after the expiration of the 60-day
period following the date the second no-
tice is provided. Within this time period,
the final notice must also be provided to
participants who are employees of the un-
responsive participating employer (and
their beneficiaries) and to the Office of
Enforcement of the Employee Benefits
Security Administration in the Depart-
ment of Labor (or its successor office).
12

The final notice must include the infor-
mation required to be included in the first
notice and specify the final deadline for
an unresponsive participating employer to
take action (which is 60 days after the final
notice is provided). The final notice must
also state that the notice is being provided
to participants who are employees of the
unresponsive participating employer (and
their beneficiaries) and to the Department
of Labor.
The section 413(c) proposed regula-
tions also required plan administrators
to send up to three notices with respect
to a participating employer failure, but
provided a 90-day period between no-
tices. The shorter 60-day period between
notices in these proposed regulations is
provided in response to comments rec-
ommending that the overall notice period
be shortened.
D. Actions by Unresponsive Participating
Employer
The proposed regulations provide that
after the unresponsive participating em-
ployer has received notice of the partici-
pating employer failure, the employer has
the opportunity to either take appropriate
remedial action or initiate a spinoff. The
final deadline for the unresponsive par-
ticipating employer to take one of these
actions is 60 days after the final notice is
provided. The consequences of the em-
ployer’s failure to meet this deadline are
described in Part II.F of this Explanation
of Provisions, titled “Required Actions
Following Employer’s Failure to Meet
Deadline.”
The proposed regulations provide that
if a participating employer failure is a
failure to provide information, the unre-
sponsive participating employer takes ap-
propriate remedial action with respect to
that failure if the employer (or any person
that is treated as a single employer with
the employer under section 414(b), (c),
(m), or (o)) provides the data, documents,
or other information requested by a sec-
tion 413(e) plan administrator (or arrang-
es for that information to be provided to
the section 413(e) plan administrator). If a
participating employer failure is a failure
to take action, the unresponsive partici-
pating employer takes appropriate reme-
dial action with respect to the failure if the
employer (or any person that is treated as
a single employer with the employer un-
der section 414(b), (c), (m), or (o)) takes
all actions requested by the section 413(e)
plan administrator, such as making correc-
tive contributions, needed for the section
413(e) plan to satisfy the applicable re-
quirements of section 401(a) or 408.
As an alternative to taking appropriate
remedial action with respect to a failure to
provide information or a failure to take ac-
tion, the proposed regulations provide that
an unresponsive participating employer
may, after receiving notice of the partici-
pating employer failure, initiate a spinoff.
An unresponsive participating employer
11
As described in Part II.E.2 of this Explanation of Provisions, titled “Failure to Provide Information that Becomes a Failure to Take Action,” if the notices relate to a failure to provide infor-
mation that becomes a failure to take action, then a new series of notices may be required.
12
The notice to the Department of Labor should be mailed to the Employee Benefits Security Administration’s Office of Enforcement (or its successor office). The Office of Enforcement is
currently located at 200 Constitution Ave. NW, Suite 600, Washington, DC 20210.

April 11, 2022 1002 Bulletin No. 2022–15
initiates a spinoff by directing the sec-
tion 413(e) plan administrator to spin off
amounts attributable to the employees of
the unresponsive participating employer
to a separate single-employer plan that is
maintained by the employer in a manner
consistent with the terms of the section
413(e) plan. If the section 413(e) plan is
described in section 401(a), then the spun-
off plan must also be a section 401(a)
plan. If the section 413(e) plan consists of
individual retirement accounts described
in section 408 (including accounts de-
scribed in section 408(c), (k), or (p)), then
the spun-off plan must also consist of in-
dividual retirement accounts described in
section 408. The section 413(e) plan ad-
ministrator must implement the spinoff,
as described in Part II.E.2 of this Expla-
nation of Provisions, titled “Implementing
a Spinoff.”
E. Actions by Section 413(e) Plan
Administrator Relating to Remedial
Action or Employer-Initiated Spinoff
1. Failure to Provide Information that
Becomes a Failure to Take Action
The proposed regulations describe
when a failure to provide information
becomes a failure to take action. This
situation could occur if an unresponsive
participating employer takes appropriate
remedial action with respect to a failure
to provide information, and the section
413(e) plan administrator determines that,
based on the information provided by the
employer, there is a failure to satisfy a re-
quirement of section 401(a) or 408 as it
relates to that employer’s participation
in the section 413(e) plan. If the section
413(e) plan administrator makes a reason-
able request for the employer to take the
actions needed to satisfy the requirement,
and the employer does not comply in a
timely manner with that request, then the
failure to provide information becomes a
failure to take action.
If a failure to provide information be-
comes a failure to take action, a section
413(e) plan will be eligible for the unified
plan exception with respect to the failure
to take action by satisfying the conditions
set forth in the proposed regulations with
respect to that failure. In satisfying those
conditions, notices provided during the
period that the failure was a failure to
provide information are not taken into ac-
count. For example, a final notice that the
section 413(e) plan administrator provid-
ed in connection with the failure to pro-
vide information would not satisfy the fi-
nal notice requirement with respect to the
failure to take action.
However, in response to comments on
the section 413(c) proposed regulations
that there were too many notices required
in cases in which the failure to provide in-
formation became a failure to take action,
the proposed regulations permit the sec-
tion 413(e) plan administrator to reduce
the number of notices that it sends to the
employer in this situation. Specifically,
if the section 413(e) plan administrator
had provided the second notice with re-
spect to a failure to provide information
before it became a failure to take action,
then the section 413(e) plan administra-
tor may satisfy the requirement to send a
first and second notice with respect to the
failure to take action by sending a com-
bined first and second notice to the unre-
sponsive participating employer, provided
that (1) the section 413(e) plan adminis-
trator’s request to take action (described
in the first paragraph under this Part II.E
of this Explanation of Provisions) is made
as soon as reasonably practicable after the
determination of the failure to satisfy a re-
quirement of section 401(a) or 408 as it
relates to that employer’s participation in
the section 413(e) plan, and (2) the section
413(e) plan administrator provides the
combined first and second notice with re-
spect to the failure to take action not later
than 24 months following the end of the
plan year in which the failure to satisfy a
requirement of section 401(a) or 408 oc-
curs. The combined first and second notice
must include information similar to the in-
formation required for the first and second
notices described in Part II.C of this Ex-
planation of Provisions, titled “Notice Re-
quirements.” For example, the combined
first and second notice must describe the
participating employer failure, the actions
the unresponsive participating employer
would need to take to remedy the failure,
and the consequences under the terms
of the plan if the employer neither takes
appropriate remedial action with respect
to the failure nor initiates a spinoff of
amounts attributable to the employees of
the unresponsive participating employer.
In addition, the combined first and second
notice must specify that, if, within 60 days
following the date the combined first and
second notice is provided, the unrespon-
sive participating employer neither takes
appropriate remedial action with respect
to the participating employer failure nor
initiates a spinoff, then the final notice de-
scribed in Part II.C of this Explanation of
Provisions, titled “Notice Requirements,”
will be provided to participants who are
employees of the employer (and their ben-
eficiaries) and to the Department of Labor.
2. Implementing a Spinoff
The proposed regulations provide that
if, instead of taking appropriate remedial
action (as described in Part II.D of this
Explanation of Provisions, titled “Ac-
tions by Unresponsive Participating Em-
ployer”), an unresponsive participating
employer initiates a spinoff of amounts
attributable to the employees of the unre-
sponsive participating employer to a sepa-
rate single-employer plan established and
maintained by the employer, or to a sepa-
rate plan sponsored by the employer that
consists of individual retirement accounts,
then the section 413(e) plan administrator
must implement and complete the spinoff
as soon as reasonably practicable after
the employer initiates the spinoff. Under
a safe harbor in the proposed regulations
in §1.413-3(d)(2), the section 413(e) plan
administrator is treated as satisfying this
requirement if the spinoff is completed
within 180 days of the date on which the
unresponsive participating employer initi-
ates the spinoff. Comments are requested
on whether there are any circumstances in
which it would be appropriate for any of
the amounts attributable to the employees
of the unresponsive participating employ-
er to remain in the MEP after the employ-
er has specifically directed that there be
a spinoff, and, if so, what those circum-
stances are, and for which employees this
treatment may be appropriate.
F. Required Actions Following
Employer’s Failure to Meet Deadline
The proposed regulations provide that
if, by the final deadline (60 days after the
final notice is provided), an unresponsive

Bulletin No. 2022–15 1003 April 11, 2022
participating employer neither takes ap-
propriate remedial action nor initiates a
spinoff, then as soon as reasonably practi-
cable after that deadline, the section 413(e)
plan administrator must: (1) stop accept-
ing contributions from the unresponsive
participating employer and its employees;
(2) provide notice to participants who are
employees of the unresponsive participat-
ing employer (and their beneficiaries); and
(3) to the extent provided in the proposed
regulations, provide participants who are
employees of the unresponsive partici-
pating employer (and their beneficiaries)
with an election regarding treatment of
their plan accounts. In addition, the sec-
tion 413(e) plan administrator must dis-
tribute benefits as soon as administratively
feasible following an individual’s election
or following the section 413(e) plan ad-
ministrator’s determination that it is not
required to provide an individual with an
election.
13

The notice to participants required by
§1.413-3(e)(1)(ii)(B) and (e)(2) of the
proposed regulations must state that: (1)
no further contributions will be made to
the section 413(e) plan on behalf of par-
ticipants who are employees of the un-
responsive participating employer; (2)
participants who are employees of the
unresponsive participating employer have
a nonforfeitable right to amounts credited
to their accounts that are attributable to
employment with the unresponsive par-
ticipating employer; and (3) a participant
who is an employee of the unresponsive
participating employer (or, if applicable,
any beneficiary of the participant) will re-
ceive additional information regarding the
disposition of the participant’s or benefi-
ciary’s account.
To satisfy the election requirement in
§1.413-3(e)(1)(ii)(C) of the proposed reg-
ulations, except as otherwise provided by
the proposed regulations, a section 413(e)
plan administrator must provide partic-
ipants who are employees of the unre-
sponsive participating employer (and their
beneficiaries) with an election to have
amounts attributable to the employees of
the unresponsive participating employ-
er (1) directly rolled over to an eligible
retirement plan within the meaning of sec-
tion 402(c)(8), or (2) remain in the section
413(e) plan. With respect to this election,
under a default rule in §1.413-3(e)(3)(ii)
of the proposed regulations, an individual
who fails to make an affirmative election
is treated as having elected to have those
amounts remain in the section 413(e) plan.
The option to remain in the plan is con-
sistent with section 413(e)(2)(A), which
requires the terms of the plan to provide,
in part, that the plan assets attributable to
the employees of the unresponsive partic-
ipating employer will be transferred to an
eligible retirement plan or to another ar-
rangement that the Secretary determines
is appropriate, unless the Secretary de-
termines that it is in their best interests to
retain the assets in the plan. The Treasury
Department and the IRS have determined
that it is in the best interest of an individ-
ual who elects to remain in the section
413(e) plan to have that election followed.
In addition, the default rule with respect to
that election, under which the account of
an individual who does not make an affir-
mative election will remain in the section
413(e) plan, is consistent with the consent
requirements of section 411(a)(11).
The proposed regulations provide that
if an individual elects to have amounts
attributable to the employees of the unre-
sponsive participating employer remain
in the section 413(e) plan, those amounts
must remain in the section 413(e) plan un-
til a distribution is made under the terms of
the plan without regard to section 413(e).
Although the terms of the section 413(e)
plan continue to apply to a participant
remaining in the plan, the section 413(e)
plan administrator may not have contact
with the participating employer after con-
tributions have ceased (and, therefore,
may not be notified about the individ-
ual’s severance from employment with
the employer). Accordingly, the proposed
regulations provide that, in determining
whether a participant is entitled to a dis-
tribution upon severance from employ-
ment, a section 413(e) plan administrator
may rely on the participant’s representa-
tion that the participant has experienced
a severance from employment, unless the
section 413(e) plan administrator has ac-
tual knowledge to the contrary.
The option to remain in the plan is not
available to an individual if plan terms
would have provided for a mandato-
ry distribution of those amounts had the
participant experienced a severance from
employment. Instead, those amounts must
be distributed from the section 413(e)
plan. In this situation, the proposed regu-
lations provide rules for the disposition of
the mandatory distribution, based on the
applicability of section 401(a)(31) under
the terms of the plan that would apply in
the case of a severance from employment.
Comments are requested on whether
there should be special rules for manda-
tory distributions that apply in this situa-
tion, including in cases involving missing
participants.
The proposed regulations provide that
the portion of the mandatory distribution
that is an eligible rollover distribution
subject to section 401(a)(31)(B) must be
directly rolled over to an eligible retire-
ment plan. In accordance with section
401(a)(31)(B), the section 413(e) plan
administrator must provide the individu-
al with an election for the rollover to be
made either to an eligible retirement plan
chosen by the individual or to an individ-
ual retirement plan of a designated trustee
or issuer. For example, a section 413(e)
plan administrator is not required to pro-
vide the option to remain in the plan to
an individual with an account balance of
$3,000 if, consistent with sections 401(a)
(31)(B) and 411(a)(11), plan terms require
mandatory distributions with respect to a
participant who experiences a severance
from employment with an account bal-
ance of up to $5,000 and automatic roll-
over of distributions with respect to an
participant who experiences a severance
from employment with an account bal-
ance that exceeds $1,000.
For any portion of the mandatory dis-
tribution that is an eligible rollover dis-
tribution subject to section 401(a)(31)
(A) (but not section 401(a)(31)(B)), the
section 413(e) plan administrator must
provide the individual with an election
in accordance with section 401(a)(31)(A)
13
Whether an action is taken as soon as administratively feasible is determined under all the facts and circumstances. See Rev. Rul. 89-87, 1989-2 CB 81 (Whether a distribution is made as
soon as administratively feasible after the date of plan termination specified by an employer is to be determined under all the facts and circumstances of a given case but, generally, a distri-
bution that is not completed within one year following the date of termination will be presumed not to have been made as soon as administratively feasible.)

April 11, 2022 1004 Bulletin No. 2022–15
for that portion to be rolled over direct-
ly to an eligible retirement plan chosen
by the individual or, if no eligible retire-
ment plan is chosen, paid directly to the
individual.
For the portion of a mandatory distribu-
tion that is not subject to the requirement
to offer a direct rollover option under sec-
tion 401(a)(31), the section 413(e) plan
administrator must pay the individual. For
example, a section 413(e) plan administra-
tor is not required to provide an election to
an individual with an account balance of
less than $200 if, consistent with section
411(a)(11) and §1.401(a)(31), Q&A-11,
plan terms require that mandatory distri-
butions of less than $200 be paid directly
to distributees.
Giving an individual an election to
have amounts transferred to an individual
retirement plan generally does not mean
that a distribution may be paid directly to
the individual. However, if, pursuant to
the proposed regulations, an individual
makes an election to have an amount di-
rectly rolled over to an eligible retirement
plan, and a portion of the amount is not an
eligible rollover distribution described in
section 402(c)(4), then that portion must
be paid directly to the individual. For ex-
ample, the portion of a distribution that
would be a required minimum distribution
under section 401(a)(9) must be paid di-
rectly to the individual rather than direct-
ly rolled over. In addition, if an individ-
ual is otherwise entitled to a distribution
from the section 413(e) plan without re-
gard to section 413(e), the individual may
elect to have amounts paid directly to the
individual.
Any election that is provided to an
individual pursuant to the proposed reg-
ulations must include an effective op-
portunity for the individual to make the
election. Whether an individual has an
effective opportunity is determined based
on all the relevant facts and circumstanc-
es, including the adequacy of notice of
the availability of the election, the peri-
od of time during which the election may
be made, and any other conditions on the
election.
G. Duties of a Pooled Plan Provider
The proposed regulations provide that,
if a section 413(e) plan has a pooled plan
provider during the plan year of a partic-
ipating employer failure, the unified plan
exception will not apply unless the pooled
plan provider performs substantially all of
the administrative duties that are required
of the pooled plan provider for that year.
III. Other Rules
A. Form of Notices and Elections
Any notice required to be provided or
election required to be made under the
proposed regulations must be in written or
electronic form. For notices and elections
provided to or made by participants and
beneficiaries, see generally §1.401(a)-21
for rules permitting the use of electronic
media to provide applicable notices and
make participant elections with respect to
retirement plans.
B. Status of Spun-off Plan
In the case of any plan that is spun off
in accordance with the proposed regula-
tions, any participating employer failure
that would have caused the section 413(e)
plan to fail to meet the requirements of
section 401(a) or 408, as applicable, but
for the application of the unified plan ex-
ception, will result in the spun-off plan
failing to meet those requirements.
C. Responsible Parties
The proposed regulations provide that
a participating employer demonstrates a
lack of commitment to compliance if the
participating employer fails to take appro-
priate remedial action or initiate a spinoff
by the final deadline (60 days after the
final notice). The IRS reserves the right
to pursue appropriate remedies under the
Code against any party (such as the own-
er of the participating employer) who is
responsible for the failure to satisfy the
requirements of section 401(a) or 408, as
applicable, even in the party’s capacity as
a participant or beneficiary (such as by not
treating a section 413(e) plan distribution
made with respect to the owner of a par-
ticipating employer as an eligible rollover
distribution).
IV. Updates to Section 413(c) Regulations
The proposed regulations update ex-
isting §1.413-2 to reflect legislation en-
acted after the regulations were issued.
The proposed regulations update the rules
for determining the number of employ-
ers maintaining a plan for purposes of
the requirement in §1.413-2(a)(2)(i)(B)
of the proposed regulations that a section
413(c) plan must be maintained by more
than one employer. For purposes of that
requirement, the proposed regulations in-
clude a rule that the number of employ-
ers maintaining a plan is determined by
treating any employers described in sec-
tion 414(m) (relating to affiliated service
groups) as if such employers are a sin-
gle employer. The existing regulations in
§1.413-2(a)(2) were issued in 1979 and,
therefore, did not address section 414(m),
which was added by section 201(a) of the
Miscellaneous Revenue Act of 1980, Pub.
L. 96-605 (94 Stat. 3521). Section 414(m)
provides that all employers in an affiliated
service group shall be treated as a single
employer for certain purposes.
The proposed regulations also modify
the definition of a section 413(c) plan and
the unified plan rule in the final section
413(c) regulations to apply to a plan that
consists of individual retirement accounts
under section 408, remove a reference to
section 405(a) from the final section 413(c)
regulations (because that section was re-
pealed), and modify the final section 413(c)
regulations to add that the exclusive benefit
provision in section 413(c)(2) applies for
purposes of section 408(c).
14

V. Withdrawal of Section 413(c)
Proposed Regulations
Because section 101 of the SECURE
Act amended the Code with respect to
14
Section 414(l) does not apply to a plan that consists of individual retirement accounts described in section 408. Therefore, in §1.413-2(a)(2)(i)(A), the proposed regulations limit the cross
references to section 413(a) and §1.413-1(a)(2) to apply only to qualified plans.

Bulletin No. 2022–15 1005 April 11, 2022
the unified plan rule after the issuance of
the section 413(c) proposed regulations,
the Treasury Department and the IRS
withdraw the section 413(c) proposed
regulations.
VI. Coordination with EPCRS
A. In General
Under EPCRS,
15
a failure to follow
plan terms is an operational failure that
adversely affects plan qualification. An
operational failure would include, for ex-
ample, a section 413(e) plan administra-
tor’s failure to provide the first notice by
the applicable deadline included in plan
terms, discussed in Part II.B of this Ex-
planation of Provisions, titled “Plan Lan-
guage.” EPCRS sets forth three programs
for correcting operational failures.
Under the Self-Correction Program
(SCP), a plan sponsor that follows es-
tablished compliance practices and pro-
cedures may correct operational failures
without paying a fee or sanction. A plan
sponsor of a qualified plan (for example,
a plan that is intended to satisfy section
401(a)) may correct significant opera-
tional failures under SCP if the plan has a
favorable determination letter or a favor-
able opinion or advisory letter.
16
In gener-
al, correction of a significant operational
failure through SCP must be completed
by the last day of the correction period,
which generally ends on the last day of
the third plan year following the plan year
for which the failure occurred.
17
However,
the correction period for a significant op-
erational failure that occurs for any plan
year ends on the first date the plan or plan
sponsor is under examination
18
for that
plan year.
19

Under the Voluntary Correction Pro-
gram (VCP), a plan sponsor, at any time
before audit, may file a VCP submission,
pay an applicable user fee, implement
corrective actions, and satisfy any other
conditions in an IRS compliance state-
ment for correction of an operational fail-
ure in a qualified plan, SEP, or SIMPLE
IRA Plan. In general, if the plan or plan
sponsor is under examination, VCP is not
available.
Under the Audit Closing Agreement
Program (Audit CAP), if an operation-
al failure (other than a failure corrected
through SCP or VCP) is identified on
audit, the plan sponsor may correct the
failure and pay a sanction. The sanction
imposed will bear a reasonable relation-
ship to the nature, extent, and severity of
the failure, and will be based on a num-
ber of factors,
20
including the maximum
payment amount (which is approximately
equal to the tax the IRS could collect upon
plan disqualification).
B. Using EPCRS to Correct an
Operational Failure to Timely Provide
the First Notice
A section 413(e) plan administrator’s
failure to provide the first notice with re-
spect to a participating employer failure
by the applicable deadline included in plan
terms would not affect the section 413(e)
plan’s eligibility for the unified plan ex-
ception. However, the failure to follow
plan terms would result in an operational
failure treated as a significant operational
failure under EPCRS that is independent
of any underlying participating employer
failure.
Whether SCP, VCP, or Audit CAP is
available to correct an operational failure
to provide the first notice by the applica-
ble deadline will be determined under the
rules of EPCRS. Because the failure is a
significant operational failure, the fail-
ure may be corrected under SCP only if
correction is completed (or substantially
completed) by the end of the correction
period, and the correction period generally
ends on the last day of the third plan year
following the plan year containing the
deadline for sending the first notice. For
example, if the deadline for sending the
first notice is December 31, 2024, a failure
to provide notice by that deadline general-
ly may be corrected through SCP until De-
cember 31, 2027 (assuming the plan year
is the calendar year). If, however, the plan
or plan sponsor comes under examination
for 2024 beginning on July 1, 2026, the
correction period for SCP ends on July 1,
2026, and SCP is no longer available (un-
less the correction had been substantially
completed by that date).
A failure to provide the first notice by
the deadline included in the terms of the
plan may also be corrected under VCP. If,
for example, the deadline for sending the
first notice is December 31, 2024, and the
correction period under SCP ends on De-
cember 31, 2027, then a VCP application
may be submitted with respect to the fail-
ure in 2028 or in a later year, provided that
neither the plan nor the plan sponsor is un-
der examination for the plan year ending
December 31, 2024. If SCP and VCP are
not available with respect to a failure, the
failure may be corrected under Audit CAP.
C. Resolution of Participating Employer
Failure
If the unresponsive participating em-
ployer provides the information requested
by the section 413(e) plan administrator
in connection with a failure to provide in-
formation, there is no longer a failure to
provide information. If the unresponsive
participating employer takes the action re-
quested by the plan administrator in con-
nection with a failure to take action (and
the plan satisfies the requirements of SCP,
VCP, or Audit CAP, as applicable, with
respect to the underlying failure), there is
no longer a failure to take action. In either
case, if a participating employer failure
no longer exists, an operational failure to
provide the first notice by the deadline in-
cluded in plan terms with respect to that
15
The Employee Plans Compliance Resolution System (EPCRS) is a comprehensive system of correction programs for sponsors of certain retirement plans, including plans that are intended
to satisfy the requirements of sections 401(a), 408(k), and 408(p). EPCRS provides procedures for an employer to correct a plan’s failure to satisfy an applicable qualification requirement so
that the failure does not result in disqualification of the plan. EPCRS has been updated and expanded several times, most recently in Rev. Proc. 2021-30, 2021- I.R.B. 324. The discussion in
this Part VI of this Explanation of Provisions is limited to the application of EPCRS to qualified plans under section 401(a). See Rev. Proc. 2021-30 for rules under sections 408(k) and 408(p).
16
See section 4.03 of Rev. Proc. 2021-30.
17
Section 9 of Rev. Proc. 2021-30 addresses the period for correcting significant operational failures under SCP, including some exceptions to this general rule.
18
Under examination is defined in section 5.08 of Rev. Proc. 2021-30.
19
If correction has been substantially completed (as described in section 9.03 of Rev. Proc. 2021-30) before the end of the correction period, correction is permitted to be completed after the
end of the correction period.
20
See section 14 of Rev. Proc. 2021-30.

April 11, 2022 1006 Bulletin No. 2022–15
participating employer failure is treated as
corrected.
Proposed Applicability Date
These regulations are proposed to ap-
ply beginning on the date of publication of
the Treasury decision adopting these rules
as final regulations in the Federal Reg-
ister. Pursuant to section 413(e)(4)(B),
until the final regulations are published,
an employer or pooled plan provider may
rely on a good faith, reasonable interpre-
tation of the provisions of section 413(e)
to which the final regulations relate. Com-
pliance with these proposed regulations is
considered reliance on a good faith, rea-
sonable interpretation of the provisions of
section 413(e) to which the final regula-
tions relate.
Availability of IRS Documents
For copies of recently issued revenue
procedures, revenue rulings, notices and
other guidance published in the Internal
Revenue Bulletin, please visit the IRS
Web site at www.irs.gov or contact the
Superintendent of Documents, U.S. Gov-
ernment Printing Office, Washington, DC
20402.
Special Analyses
I. Regulatory Impact Analysis
These regulations are not subject to re-
view under section 6(b) of Executive Or-
der 12866 pursuant to the Memorandum
of Agreement (April 11, 2018) between
the Treasury Department and the Office
of Management and Budget regarding re-
view of tax regulations.
II. Paperwork Reduction Act
The following provisions of the pro-
posed regulations contain a collection
of information: (1) §1.413-3(a)(2)(i)
(requirement to adopt plan language);
(2) §1.413-3(a)(2)(ii)(A), (b), and (d)(1)
(ii) (requirement to provide notice with
respect to a participating employer fail-
ure); (3) §1.413-3(a)(3) (requirements to
be a pooled plan provider); (4) §1.413-
3(e)(1)(ii)(B) and (e)(2) (requirement
to provide notice to certain participants
and beneficiaries; and (5) §1.413-3(e)(1)
(ii)(C), (e)(3), and (e)(4) (requirement
to provide an election to certain partic-
ipants and beneficiaries). The collection
of information contained in proposed
§1.413-3 will generally be carried out by
section 413(e) plan administrators seek-
ing to satisfy the conditions for the ex-
ception to the unified plan rule. The col-
lection of information in this notice of
proposed rulemaking has been submitted
to the Office of Management and Budget
for review in accordance with the Paper-
work Reduction Act of 1995 (44 U.S.C.
3507(d)).
1. Plan Language Requirement, §1.413-
3(a)(2)(i)
Section 1.413-3(a)(2)(i) states that,
as one of the conditions of the exception
to the unified plan rule, a section 413(e)
plan must include plan language that sets
forth the procedures that will be followed
to address participating employer failures.
Thus, a section 413(e) plan will not be el-
igible for the exception to the unified plan
rule if it does not satisfy this plan-lan-
guage requirement. In general, the plan
language requirement is a one-time paper-
work burden for each section 413(e) plan.
In addition, after final regulations are
issued, the IRS intends to publish model
plan language, which will help to mini-
mize the burden.
We estimate that the burden for this re-
quirement under the Paperwork Reduction
Act of 1995 will be 3 hours per section
413(e) plan. Given the potential benefits
of satisfying the conditions for the unified
plan exception, we assume that approxi-
mately 95 percent of section 413(e) plans
(4,275 section 413(e) plans
21
) will be
amended to satisfy this condition. There-
fore, the total burden of this requirement
is estimated to be 12,825 hours (4,275
section 413(e) plans times 3 hours). How-
ever, because a section 413(e) plan that
adopts an amendment will generally do
so on a one-time basis, to determine an
annual estimate, the total time is divided
by three, or 4,275 hours annually (section
413(e) plans times 1 hour).
2. Notice Requirements, §1.413-3(a)(2)
(ii)(A), (b), and (d)(1)(ii)
Section 1.413-3(a)(ii)(A) of the pro-
posed regulations provide that notice is
another condition of the exception to the
unified plan rule. In most cases, §1.413-
3(b) of the proposed regulations would
require a section 413(e) plan administra-
tor to send up to three notices informing
an unresponsive participating employer
of a participating employer failure and the
consequences if the employer fails to take
remedial action or initiate a spinoff from
the section 413(e) plan. After each notice
is provided, the employer has 60 days to
take appropriate remedial action or initi-
ate a spinoff from the section 413(e) plan.
If the employer takes those actions after
the first or second notice is provided, sub-
sequent notices are not required. Thus, it
is possible that a section 413(e) plan ad-
ministrator will send fewer than three no-
tices to an employer. However, because
the notice requirements only apply if an
employer has already been unresponsive
to the section 413(e) plan administrator’s
requests, we assume that in most cases, all
three notices will be provided.
Section 1.413-3(d)(1)(ii) of the pro-
posed regulations provide that if a fail-
ure to provide information becomes a
failure to take action, the section 413(e)
plan administrator may be required to
send up to two (rather than three) notices
with respect to the failure to take action
by combining the first and second notices.
This rule applies if the section 413(e) plan
administrator had provided the second no-
tice with respect to the failure to provide
information and certain other conditions
are satisfied.
We estimate that the burden of pre-
paring the notices will be an average of 3
hours per unresponsive participating em-
ployer. We estimate that approximately
450 section 413(e) plans (10 percent of
the 4,500 total estimated section 413(e)
plans described in footnote 20) will pro-
vide notice with respect to one unrespon-
sive participating employer per year. We
21
This calculation uses data from the 2018 Form 5500, “Annual Return/Report of Employee Benefit Plan.” These filings indicate that there are approximately 4,523 defined contribution
MEPs. See 2018 Form 5500 Annual Reports Abstract (dol.gov). We estimate that 4,500 defined contribution MEPs will satisfy the requirements to be a section 413(e) plan.

Bulletin No. 2022–15 1007 April 11, 2022
estimate that approximately 10 percent of
section 413(e) plans (10 percent of 4,500
section 413(e) plans is 450 section 413(e)
plans) will provide notice with respect to
one unresponsive participating employer
per year. Therefore, we estimate a burden
of 1,350 hours (450 section 413(e) plans
times 3 hours). As with all estimates in
this collection of information, we expect
to be able to adjust these estimates based
on experience after the regulations are
finalized.
The notices must be sent to the un-
responsive participating employer and
the final notice will also be sent to plan
participants who are employees of the
unresponsive participating employer
(and their beneficiaries) and to the De-
partment of Labor. We estimate that,
on average, a section 413(e) plan ad-
ministrator will send the final notice to
approximately 50 plan participants who
are employees of the unresponsive par-
ticipating employer (and their beneficia-
ries). Based on the estimate in the pre-
vious paragraph that 450 section 413(e)
plans will provide notice with respect to
one unresponsive participating employer
per year, we estimate the burden of dis-
tributing these notices to be an average
of 2 hours per section 413(e) plan, for
a total burden of 900 hours (450 section
413(e) plans times 2 hours).
3. Requirements for Pooled Plan
Providers, §1.413-3(a)(3)
Under the proposed regulations, the
term pooled plan provider means, with re-
spect to any plan, a person who satisfies
the following requirements: (1) registers
as a pooled plan provider with the Com-
missioner (§1.413-3(a)(3)(i)(A)); (2) is
designated by the terms of the plan as a
named fiduciary (within the meaning of
section 402(a)(2) of ERISA), as the plan
administrator, and as the person required
to perform certain administrative duties
(§1.413-3(a)(3)(i)(B)); (3) acknowledges
in writing that, with respect to the plan, it
is a named fiduciary and the plan admin-
istrator (§1.413-3(a)(3)(i)(C)); and (4) is
responsible for ensuring that all persons
who handle assets of, or who are fiducia-
ries of, the plan are bonded in accordance
with section 412 of ERISA (§1.413-3(a)
(3)(i)(D)).
Pursuant to proposed §1.413-3(a)(3)
(i)(A), the requirement to register as a
pooled plan provider under section 413(e)
is fulfilled by satisfying the parallel re-
quirement under ERISA to register as a
pooled plan provider with the Department
of Labor. On November 16, 2020, the De-
partment of Labor issued final regulations
under section 3(44) of ERISA (29 CFR
§2510.3–44) with respect to the registra-
tion requirement. See 85 FR 72934. The
OMB Control Number associated with
the requirement in those regulations is
1210–0164.
With respect to §1.413-3(a)(3)(i)(B)
and (C), the Department of Labor esti-
mates that roughly 3,200 pooled plan
providers will file an original registration,
and that there will be 3,460 supplemental
filings in the first year. See 85 FR 72952. A
supplemental filing may amend the origi-
nal registration to include information for
pooled employer plans that either begin
or cease operations, or it can be used to
make certain other changes to the initial
filing. Based on this data, we estimate that
in the first year a large number of the esti-
mated supplemental filings, or 3,000, will
be used to report the beginning of pooled
employer plan operations. In subsequent
years, we estimate that approximately
450 plans with pooled plan providers will
commence operations.
22
We estimate the
combined burden of §1.413-3(a)(3)(i)(B)
and (C) to be an average of 15 minutes
per section 413(e) plan, for a total initial
burden of 750 hours (3,000 section 413(e)
plans times 15 minutes) and a total annual
burden of 112.5 hours (450 section 413(e)
plans times 15 minutes).
4. Notice to Participants, §1.413-3(e)(1)
(ii)(B) and (e)(2)
If an unresponsive participating em-
ployer neither takes appropriate remedial
action nor initiates a spinoff by the dead-
line in the proposed regulations, then the
section 413(e) plan administrator must
provide notice to participants who are em-
ployees of the unresponsive participating
employer (and their beneficiaries) stating
the following: (1) no further contributions
will be made to the section 413(e) plan on
their behalf; (2) they have a nonforfeitable
right to amounts credited to their accounts
that are attributable to employment with
the unresponsive participating employer;
and (3) they will receive additional infor-
mation regarding the disposition of their
accounts. We estimate that in a given year,
5 percent of all section 413(e) plans (225
section 413(e) plans) will provide this
notice, and that each notice will be sent
to approximately 50 individuals. We also
estimate that the burden for this require-
ment is 1 hour. Based on this number, we
estimate that the burden of preparing and
distributing the notices will be 225 hours
(225 section 413(e) plans times 1 hour).
5. Election, §1.413-3(e)(1)(ii)(C), (e)(3)
and (4)
If an unresponsive participating em-
ployer neither takes appropriate remedial
action nor initiates a spinoff by the dead-
line in the proposed regulations, then the
section 413(e) plan administrator general-
ly must provide participants who are em-
ployees of the unresponsive participating
employer (and their beneficiaries) with an
election to have amounts attributable to
the employees of the unresponsive par-
ticipating employer directly rolled over
to an eligible retirement plan within the
meaning of section 402(c)(8) or remain
in the section 413(e) plan. A participant
whose account is subject to the mandatory
distribution rules will have an alternative
election. We estimate that in a given year,
5 percent of all section 413(e) plans (225
section 413(e) plans) will provide an elec-
tion, and that each election will be sent to
approximately 50 individuals. We also es-
timate that the burden for this requirement
is 3 hours. Based on this number, we esti-
mate that the burden for this requirement
will be 675 hours (225 section 413(e)
plans times 3 hours).
Comments on the collection of infor-
mation should be sent to the Office of
Management and Budget, Attn: Desk
Officer for the Department of the Trea-
sury, Office of Information and Regula-
tory Affairs, Washington, DC 20503, with
copies to the Internal Revenue Service,
Attn: IRS Reports Clearance Officer,
22
This estimate was informed by the Department of Labor’s estimate of the number of pooled employer plans expected to commence operations. See 85 FR 72952-3

April 11, 2022 1008 Bulletin No. 2022–15
SE:W:CAR:MP:T:T:SP; Washington, DC
20224. Comments on the collection of in-
formation should be received by Friday,
May 27, 2022. Comments are specifically
requested concerning:
Whether the proposed collection of in-
formation is necessary for the proper per-
formance of the functions of the IRS, in-
cluding whether the information will have
practical utility;
The accuracy of the estimated burden
associated with the proposed collection of
information;
How the quality, utility, and clarity of
the information to be collected may be
enhanced;
How the burden of complying with
the proposed collections of information
may be minimized, including through the
application of automated collection tech-
niques or other forms of information tech-
nology; and
Estimates of capital or start-up costs
and costs of operation, maintenance, and
purchase of service to provide information.
Estimated total average annual record-
keeping burden: 7,750 hours
Estimated average annual burden per
response: 1 hour, 43 minutes
Estimated number of recordkeepers:
4,500
An agency may not conduct or sponsor,
and a person is not required to respond to,
a collection of information unless it dis-
plays a valid control number assigned by
the Office of Management and Budget.
Books or records relating to a collec-
tion of information must be retained as
long as their contents may become mate-
rial in the administration of any internal
revenue law. Generally, tax returns and tax
return information are confidential, as re-
quired by 26 U.S.C. 6103.
III. Regulatory Flexibility Act
It is hereby certified that these proposed
regulations will not have a significant eco-
nomic impact on a substantial number of
small entities pursuant to the Regulatory
Flexibility Act (5 U.S.C. chapter 6). This
certification is based on the fact that the
proposed regulations reflect the statutory
changes to section 413 made by section
101 of the SECURE Act. More specifi-
cally, these regulations merely conform
existing regulations under section 413(c)
and implement new regulations under sec-
tion 413(e) in a manner that is consistent
with the new statutory language.
Although these proposed regulations
might affect a substantial number of
small entities, the economic impact of
these proposed regulations is not expect-
ed to be significant. These regulations
are not expected to result in economi-
cally meaningful changes in behavior
for MEPs and participating employers.
While MEPs may be an efficient way to
reduce costs and complexity associated
with establishing and maintaining de-
fined contribution plans, some employers
may be reluctant to join a MEP because
of the potential adverse impact of the
unified plan rule. These proposed regu-
lations will implement a statutory excep-
tion to the unified plan rule, thus elimi-
nating a potential barrier to an employer
joining a MEP.
It is unlikely that the exception to the
unified plan rule will be used often in a
section 413(e) MEP. In general, it is ex-
pected that participating employers in
defined contribution MEPs will comply
with applicable requirements for a de-
fined contribution plan. Accordingly, the
use of the exception to the unified plan
rule by a section 413(e) plan is expected
to be rare.
For the reasons stated, a regulatory
flexibility analysis under the Regulato-
ry Flexibility Act is not required. The
Treasury Department and the IRS invite
comments on the impact of these regula-
tions on small entities. Pursuant to sec-
tion 7805(f) of the Code, this notice of
proposed rulemaking has been submitted
to the Chief Counsel of Advocacy of the
Small Business Administration for com-
ment on its impact on small business.
Comments and Public Hearing
Before these proposed amendments
to the regulations are adopted as final
regulations, consideration will be given
to comments that are submitted timely
to the IRS as prescribed in the preamble
under the “ADDRESSES” section. The
Treasury Department and the IRS request
comments on all aspects of the proposed
regulations. Comments are specifically re-
quested on what (if any) guidance would
be helpful regarding whether employers
have a common interest other than having
adopted a plan, as described in Part I.A
of the Explanation of Provisions, titled
“Overview.” Comments are also specif-
ically requested on the rules for manda-
tory distributions for employees of an
unresponsive participating employer, as
described in Part II.F of the Explanation
of Provisions, titled “Required Actions
Following Employer’s Failure to Meet
Deadline.”
Any electronic comments submitted,
and to the extent practicable any paper
comments submitted, will be made avail-
able at www.regulations.gov or upon
request.
A telephonic public hearing has been
scheduled for June 22, 2022, beginning
at 10 a.m. EST. The rules of 26 CFR
601.601(a)(3) apply to the hearing. Per-
sons who wish to present oral comments
by telephone at the hearing must submit
electronic or written comments and an
outline of the topics to be addressed and
the time to be devoted to each topic by
Friday, May 27, 2022 as prescribed in
the preamble under the ADDRESSES
section.
A period of 10 minutes will be allocat-
ed to each person for making comments.
After the deadline for receiving outlines
has passed, the IRS will prepare an agenda
containing the schedule of speakers. Cop-
ies of the agenda will be made available
at www.regulations.gov, search IRS and
REG-121508-18. Copies of the agenda
will also be available by emailing a re-
quest to publichearings@irs.gov. Please
put “REG-121508-18 Agenda Request” in
the subject line of the email.
Drafting Information
The principal authors of these regu-
lations are Jamie Dvoretzky and Pamela
Kinard, Office of Associate Chief Coun-
sel (Employee Benefits, Exempt Organi-
zations, and Employment Taxes (EEE)).
However, other personnel from the IRS
and the Treasury Department participated
in the development of these regulations.
Withdrawal of Proposed Amendments
to the Regulations
Under the authority of 26 U.S.C. 7805,
the notice of proposed rulemaking that

Bulletin No. 2022–15 1009 April 11, 2022
was published in the Federal Register on
Wednesday, July 3, 2019 (84 FR 31777) is
withdrawn.
List of Subjects in 26 CFR Part 1
Income taxes, Reporting and record-
keeping requirements.
Proposed Amendments to the
Regulations
Accordingly, 26 CFR part 1 is pro-
posed to be amended as follows:
PART 1—INCOME TAXES
Paragraph 1. The authority citation for
part 1 continues to read in part as follows:
Authority: 26 U.S.C. 7805 * * *
Par. 2. Amend § 1.413-2 by revising
paragraph (a)(2), (a)(3)(iv), (a)(4), and (c)
to read as follows:
§1.413-2 Special rules for plans
maintained by more than one
employer.
(a) * * *
(2) Section 413(c) plan—(i) Definition
of section 413(c) plan. A plan (and each
trust which is part of such plan) is a sec-
tion 413(c) plan if—
(A) The plan is a single plan (which
for a qualified plan is a single plan within
the meaning of section 413(a) and §1.413-
1(a)(2)); and
(B) The plan is maintained by more
than one employer.
(ii) Determining the number of employ-
ers maintaining the plan. For purposes of
paragraph (a)(2)(i)(B) of this section, the
number of employers maintaining a plan
is determined by treating any employers
described in section 414(b) (relating to a
controlled group of corporations), any em-
ployers described in section 414(c) (relat-
ing to trades or businesses under common
control), or any employers described in
section 414(m) (relating to affiliated ser-
vice groups), whichever is applicable, as
if such employers are a single employer.
(iii) Master or prototype plans and
common trust funds. A master or prototype
plan is not a section 413(c) plan unless
such a plan is described in this paragraph
(a)(2). Similarly, the mere fact that a plan,
or plans, utilize a common trust fund or
otherwise pool plan assets for investment
purposes does not, by itself, result in a
particular plan being treated as a section
413(c) plan.
(3) * * *
(iv) Whether a section 413(c) plan
complies with the requirements of section
401(a), 403(a), or 408 is determined with
respect to all participating employers.
Consequently, the failure by one partici-
pating employer (or by the plan itself) to
satisfy an applicable requirement of those
sections will result in the section 413(c)
plan failing to satisfy that requirement
with respect to all employers maintaining
the section 413(c) plan. However, the rules
in this paragraph (a)(3)(iv) do not apply to
the extent provided in section 413(e) and
§1.413-3.
(4) Applicability dates—(i) General
applicability date. Except as otherwise
provided in paragraph (a)(4)(ii) of this
section, section 413(c) and this section ap-
ply to a plan for plan years beginning after
December 31, 1953.
(ii) Special applicability date. Para-
graphs (a)(2), (a)(3)(iv), and (c) of this
section apply beginning on the date of
publication of the Treasury decision
adopting these rules as final regulations in
the Federal Register. For earlier periods,
the rules of paragraphs (a)(2), (a)(3)(iv),
and (c) of 26 CFR 1.413-2 (revised as of
April 1, 2021) apply.
* * * * *
(c) Exclusive benefit. In the case of a
plan subject to this section, in determin-
ing whether the plan of an employer is
for the exclusive benefit of its employees
(and their beneficiaries) for purposes of
sections 401(a) and 408(c), all of the em-
ployees participating in the plan shall be
treated as employees of the employer.
* * * * *
Par. 3. Section 1.413-3 is added to read
as follows:
§1.413-3 Special Rules for Section
413(e) Plans
(a) Exception to unified plan rule for
section 413(e) plans—(1) In general. Not-
withstanding §1.413-2(a)(3)(iv), a section
413(e) plan will not be treated as failing
to meet the requirements under the Code
applicable to a plan described in section
401(a) or to a plan that consists of individ-
ual retirement accounts described in sec-
tion 408 (including accounts described in
section 408(c), 408(k), or 408(p)), which-
ever is applicable, merely because of a
participating employer failure, provided
that the conditions in paragraph (a)(2) of
this section are satisfied.
(2) Conditions for exception to general
rule. The conditions for the exception to
the unified plan rule in paragraph (a)(1) of
this section are set forth in paragraphs (a)
(2)(i) through (iii) of this section.
(i) Plan language. The terms of the
section 413(e) plan must set forth the pro-
cedures that will be followed to address a
participating employer failure, including:
(A) A description of the notices that
the section 413(e) plan administrator will
send in the case of a participating employ-
er failure, pursuant to paragraph (b) of this
section;
(B) A statement that the section 413(e)
plan administrator will send the first notice
described in paragraph (b)(1) of this sec-
tion (or, if applicable, the combined first
and second notice described in paragraph
(d)(1)(ii) of this section) by a specified
deadline (which, for a failure to provide
information, is 12 months following the
end of the plan year for which the informa-
tion is necessary to determine whether the
section 413(e) plan is in compliance with
a requirement of section 401(a) or 408 and
which, for a failure to take action, is 24
months following the end of the plan year
in which the failure to satisfy a require-
ment of section 401(a) or 408) occurs;
(C) A description of the actions that the
section 413(e) plan administrator will take
if, by the final deadline described in para-
graph (c)(1) of this section, an unrespon-
sive participating employer does not either
take appropriate remedial action pursuant
to paragraph (c)(2) of this section or initi-
ate a spinoff pursuant to paragraph (c)(3)
of this section; and
(D) A statement that if an unrespon-
sive participating employer does not ei-
ther take appropriate remedial action or
initiate a spinoff by the final deadline
described in paragraph (c)(1) of this sec-
tion, participants who are employees of
the unresponsive participating employer
have a nonforfeitable right to the amounts
credited to their accounts that are attribut-
able to employment with the unresponsive

April 11, 2022 1010 Bulletin No. 2022–15
participating employer, determined in the
same manner as if the plan had terminated
pursuant to section 411(d)(3).
(ii) Section 413(e) plan administrator
obligations. A section 413(e) plan admin-
istrator must—
(A) Satisfy the notice requirements
described in paragraph (b) of this section
with respect to the participating employ-
er failure (taking into account the rules
for a combined first and second notice
described in paragraph (d)(1)(ii) of this
section);
(B) Implement a spinoff in accordance
with paragraph (d)(2) of this section if an
unresponsive participating employer initi-
ates a spinoff pursuant to paragraph (c)(3)
of this section; and
(C) Take the actions required in para-
graph (e) of this section if an unresponsive
participating employer fails either to take
appropriate remedial action with respect
to the participating employer failure (as
described in paragraph (c)(2) of this sec-
tion) or initiate a spinoff (as described in
paragraph (c)(3) of this section) by the fi-
nal deadline described in paragraph (c)(1)
of this section.
(iii) Pooled plan providers. If the sec-
tion 413(e) plan has a pooled plan provid-
er during the plan year of the participating
employer failure, the pooled plan provider
must perform substantially all of the ad-
ministrative duties that are required of the
pooled plan provider pursuant to paragraph
(a)(3)(ii) of this section for the plan year.
(3) Section 413(e) plans administered
by pooled plan providers—(i) Require-
ments to be a pooled plan provider. With
respect to a section 413(e) plan, for pur-
poses of this section, a pooled plan pro-
vider is a person who—
(A) Registers as a pooled plan provider
with the Commissioner by satisfying the
registration requirements in section 3(44)
(A)(ii) of the Employee Retirement In-
come Security Act of 1974, Public Law
93-406 (88 Stat. 829), as amended (ERI-
SA), in accordance with guidance issued
by the Department of Labor,
(B) Is designated by the terms of the
plan as a named fiduciary (within the
meaning of section 402(a)(2) of ERISA),
as the plan administrator, and as the per-
son required to perform the administrative
duties described in paragraph (a)(3)(ii) of
this section,
(C) Acknowledges in writing that, with
respect to the plan, it is a named fiduciary
and the plan administrator, and
(D) Is responsible for ensuring that all
persons who handle assets of, or who are
fiduciaries of, the plan are bonded in ac-
cordance with section 412 of ERISA.
(ii) Administrative duties required of
pooled plan provider—(A) In general. A
pooled plan provider is required to per-
form all administrative duties that are rea-
sonably necessary to ensure that the plan
meets any applicable requirement under
ERISA or the Code for a plan described
in section 401(a) or for a plan that con-
sists of individual retirement accounts de-
scribed in section 408 (including accounts
described in section 408(c), 408(k), or
408(p)), whichever is applicable, and each
participating employer takes actions, in-
cluding providing any disclosures or oth-
er information, that are necessary for the
plan to meet the requirements described in
this paragraph (a)(3)(ii)(A).
(B) Administrative duties. The ad-
ministrative duties of a pooled plan pro-
vider include, but are not limited to, the
following:
(1) Monitoring compliance with the
terms of the plan, and Code and ERISA
requirements;
(2) Maintaining accurate plan data, in-
cluding up-to-date participant and benefi-
ciary information;
(3) Performing and conducting cover-
age, top-heavy, and discrimination testing
under sections 401(a)(4), (k), and (m),
408(k), 410, and 416, if applicable;
(4) Processing all employee transac-
tions (such as investment changes, loans,
and distributions);
(5) Satisfying Code and ERISA report-
ing and notice requirements (such as re-
porting requirements under sections 6047
and 6058 and notice requirements under
sections 401(k)(12)(D) and (13)(E) and
402(f)); and
(6) Updating the plan to reflect statuto-
ry changes to the Code and ERISA, to the
extent the responsibility for updating the
plan document has been delegated to the
section 413(e) plan administrator.
(iii) Aggregation rules. In determining
whether a person meets the requirements
to be a pooled plan provider with respect
to any section 413(e) plan, all persons who
perform services for the plan and who are
treated as a single employer under section
414(b), (c), (m), or (o) are treated as one
person.
(4) Definitions. The following defini-
tions apply for purposes of this section:
(i) Amounts attributable to the em-
ployees of the unresponsive participating
employer. Amounts attributable to the
employees of the unresponsive participat-
ing employer are plan assets and account
balances held by a section 413(e) plan on
behalf of employees of an unresponsive
participating employer that are attribut-
able to their employment with the unre-
sponsive participating employer. If there
is no separate accounting for amounts that
are attributable to employment with the
unresponsive participating employer and
with other participating employers, and
a participant’s account balance includes
amounts that are attributable to current
employment with the unresponsive partic-
ipating employer and to previous employ-
ment with one or more other participating
employers, the entire account balance is
treated as attributable to employment with
the unresponsive participating employer.
On the other hand, if a participant’s ac-
count balance includes amounts that are
attributable to current employment with a
participating employer that is not the un-
responsive participating employer and to
previous employment with the unrespon-
sive participating employer, none of the
account balance is treated as attributable
to employment with the unresponsive par-
ticipating employer. For purposes of this
paragraph (a)(4)(i), a participant’s most
recent employment with a participating
employer in the section 413(e) plan will
be treated as the participant’s current
employment.
(ii) Beneficiary. A beneficiary is a bene-
ficiary of a deceased employee or an alter-
nate payee (as defined in section 414(p))
with respect to an employee.
(iii) Employee. An employee is a cur-
rent or former employee of a participating
employer.
(iv) Failure to provide information. A
failure to provide information is a failure
of a participating employer (or any person
that is treated as a single employer with
that employer under section 414(b), (c),
(m), or (o)) to respond in a timely man-
ner to a reasonable request by the sec-
tion 413(e) plan administrator for data,

Bulletin No. 2022–15 1011 April 11, 2022
documents, or any other information that
the plan administrator reasonably believes
is necessary to determine whether a sec-
tion 413(e) plan is in compliance with a
requirement of section 401(a) or 408 as it
relates to the participating employer.
(v) Failure to take action. A failure to
take action is a failure of a participating
employer (or any person that is treated
as a single employer with that employer
under section 414(b), (c), (m), or (o)) to
comply in a timely manner with a reason-
able request by a section 413(e) plan ad-
ministrator to take action needed for the
section 413(e) plan to satisfy a require-
ment of section 401(a) or 408 as it relates
to the participating employer.
(vi) Participating employer. A partici-
pating employer is one of the employers
maintaining a section 413(e) plan.
(vii) Participating employer failure. A
participating employer failure in a section
413(e) plan is a failure to provide infor-
mation (as defined in paragraph (a)(4)(iv)
of this section) or a failure to take action
(as defined in paragraph (a)(4)(v) of this
section).
(viii) Section 413(e) plan. A section
413(e) plan is a defined contribution plan
described in section 401(a) or a plan that
consists of individual retirement accounts
described in section 408 (including ac-
counts described in section 408(c), (k), or
(p)) that—
(A) Is a section 413(c) plan (as defined
in § 1.413-2(a)(2)), and
(B) Is maintained by employers that all
have a common interest other than having
adopted the plan or has a pooled plan pro-
vider as described in paragraph (a)(3) of
this section.
(ix) Section 413(e) plan administrator.
A section 413(e) plan administrator is the
plan administrator, within the meaning of
section 414(g), of a section 413(e) plan.
(x) Unresponsive participating em-
ployer. An unresponsive participating em-
ployer is a participating employer that has
a participating employer failure.
(b) Notice. The section 413(e) plan
administrator satisfies the notice require-
ments with respect to a participating em-
ployer failure if it satisfies the require-
ments of this paragraph (b).
(1) First notice. The section 413(e)
plan administrator must provide notice to
the unresponsive participating employer
describing the participating employer fail-
ure, the actions the employer must take to
remedy the failure, and the employer’s op-
tion to initiate a spinoff of amounts attrib-
utable to the employees of the unrespon-
sive participating employer to a separate
single-employer plan that is maintained
by the employer. In addition, the notice
must explain the consequences under the
terms of the plan if the unresponsive par-
ticipating employer neither takes appro-
priate remedial action with respect to the
participating employer failure nor initiates
a spinoff, including that participants who
are employees of the employer will not
have any further contributions made to the
plan on their behalf and that individuals
who are responsible for the failure may
have adverse tax consequences.
(2) Second notice. If, by the end of
the 60-day period following the date the
first notice described in paragraph (b)(1)
of this section is provided, the unrespon-
sive participating employer neither takes
appropriate remedial action with respect
to the participating employer failure nor
initiates a spinoff, then the section 413(e)
plan administrator must provide a second
notice to the employer. The second notice
must be provided no later than 30 days
after the expiration of the 60-day period
described in the preceding sentence. The
second notice must include the informa-
tion required to be included in the first no-
tice. The second notice must also state that
if, within 60 days following the date the
second notice is provided, the unrespon-
sive participating employer neither takes
appropriate remedial action with respect
to the participating employer failure nor
initiates a spinoff, then a final notice de-
scribing the participating employer failure
and the consequences of not correcting
the failure will be provided to participants
who are employees of the employer (and
their beneficiaries) and to the Department
of Labor.
(3) Final notice. If, by the end of the
60-day period following the date the sec-
ond notice described in paragraph (b)(2)
of this section is provided, the unrespon-
sive participating employer neither takes
appropriate remedial action with respect
to the participating employer failure nor
initiates a spinoff, then the section 413(e)
plan administrator must provide a final
notice to the employer. The final notice
must be provided no later than 30 days af-
ter the expiration of the 60-day period de-
scribed in the preceding sentence. Within
this time period, the final notice must also
be provided to participants who are em-
ployees of the unresponsive participating
employer (and their beneficiaries) and to
the Office of Enforcement of the Employ-
ee Benefits Security Administration in
the Department of Labor (or its successor
office). The final notice must include the
information required to be included in the
first notice and specify the final deadline
for an unresponsive participating employ-
er to take action set forth in paragraph (c)
(1) of this section. The final notice must
also state that the notice is being provided
to participants who are employees of the
unresponsive participating employer (and
their beneficiaries) and to the Department
of Labor.
(c) Actions by unresponsive partici-
pating employer—(1) In general. An un-
responsive participating employer takes
appropriate remedial action with respect
to a participating employer failure if it
satisfies the requirements of paragraph (c)
(2) of this section. Alternatively, an unre-
sponsive participating employer initiates
a spinoff for purposes of paragraph (a)
(2) of this section if the employer satisfies
the requirements of paragraph (c)(3) of
this section. The final deadline for an un-
responsive participating employer to take
one of these actions is 60 days after the
final notice described in paragraph (b)(3)
of this section is provided to the employer.
(2) Appropriate remedial action—(i)
Appropriate remedial action with respect
to a failure to provide information. If a
participating employer failure is a failure
to provide information, the unresponsive
participating employer takes appropriate
remedial action with respect to that failure
if the employer provides the data, docu-
ments, or other information requested by
a section 413(e) plan administrator (or ar-
ranges for that information to be provided
to the section 413(e) plan administrator).
(ii) Appropriate remedial action with
respect to a failure to take action. If a par-
ticipating employer failure is a failure to
take action, the unresponsive participating
employer takes appropriate remedial ac-
tion with respect to the failure if the em-
ployer (or any person that is treated as a
single employer with the employer under

April 11, 2022 1012 Bulletin No. 2022–15
section 414(b), (c), (m), or (o)), takes all
actions requested by the section 413(e)
plan administrator, such as making cor-
rective contributions, needed for the sec-
tion 413(e) plan to satisfy the applicable
requirements of section 401(a) or 408.
(3) Employer-initiated spinoff. After
receiving a notice described in paragraph
(b) of this section, an unresponsive partic-
ipating employer initiates a spinoff pursu-
ant to this paragraph (c)(3) by directing
the section 413(e) plan administrator to
spin off amounts attributable to the em-
ployees of the unresponsive participating
employer to a separate single-employer
plan that is maintained by the employer in
a manner consistent with the terms of the
section 413(e) plan. If the section 413(e)
plan is described in section 401(a), then
the spun-off plan must also be a section
401(a) plan. If the section 413(e) plan con-
sists of individual retirement accounts de-
scribed in section 408 (including accounts
described in section 408(c), 408(k), or
408(p)), then the spun-off plan must also
consist of individual retirement accounts
described in section 408.
(d) Section 413(e) plan administrator’s
response to employer’s remedial action—
(1) Rules for a failure to provide infor-
mation that becomes a failure to take ac-
tion—(i) In general. This paragraph (d)(1)
provides rules that apply if a failure to pro-
vide information becomes a failure to take
action. This situation could occur if the
unresponsive participating employer takes
appropriate remedial action by providing
the information described in paragraph (c)
(2)(i) of this section and, based on this in-
formation, the section 413(e) plan admin-
istrator determines that there is a failure
to satisfy a requirement of section 401(a)
or 408 as it relates to that employer’s par-
ticipation in the section 413(e) plan. If the
section 413(e) plan administrator makes
a reasonable request for the employer to
take the actions needed to satisfy the re-
quirement, and the employer does not
comply in a timely manner with that re-
quest, then, in accordance with paragraph
(a)(4)(v) of this section, the failure to pro-
vide information becomes a failure to take
action. In that case, the section 413(e) plan
will be eligible for the exception in para-
graph (a)(1) of this section with respect
to the failure to take action by satisfying
the conditions set forth in paragraph (a)(2)
of this section with respect to that failure,
taking into account the rules of this para-
graph (d)(1).
(ii) Ability to combine first and second
notices in certain circumstances. For pur-
poses of applying paragraph (a)(2)(ii)(A)
of this section in the case of a failure to
provide information that becomes a fail-
ure to take action, notices provided during
the period that the failure was a failure
to provide information are not taken into
account. For example, a final notice that
the section 413(e) plan administrator
provided in connection with the failure
to provide information would not satisfy
the final notice requirement with respect
to the failure to take action. However, if
the section 413(e) plan administrator had
provided the second notice described in
paragraph (b)(2) of this section with re-
spect to a failure to provide information
before it became a failure to take action,
then the section 413(e) plan administra-
tor may satisfy the requirement to send a
first and second notice with respect to the
failure to take action by sending a com-
bined first and second notice that includes
the information described in paragraph (d)
(1)(iii) of this section to the unresponsive
participating employer, provided that—
(A) The section 413(e) plan adminis-
trator’s request to take action described in
paragraph (d)(1)(i) of this section is made
as soon as reasonably practicable after the
determination of the failure to satisfy a re-
quirement of section 401(a) or 408 as it
relates to that employer’s participation in
the section 413(e) plan; and
(B) The section 413(e) plan administra-
tor provides the combined first and second
notice with respect to the failure to take
action not later than 24 months follow-
ing the end of the plan year in which the
failure to satisfy a requirement of section
401(a) or 408 occurs.
(iii) Contents of combined first and
second notice. To satisfy the requirements
of a combined first and second notice de-
scribed in paragraph (d)(1)(ii) of this sec-
tion, the notice must—
(A) Describe the participating em-
ployer failure, the actions the unrespon-
sive participating employer would need
to take to remedy the failure, and the
employer’s option to initiate a spinoff of
amounts attributable to the employees of
the unresponsive participating employer
to a separate single-employer plan that is
maintained by the employer,
(B) Explain the consequences under
the terms of the plan if the unresponsive
participating employer neither takes ap-
propriate remedial action with respect to
the participating employer failure nor ini-
tiates a spinoff, including that participants
who are employees of the employer will
not have any further contributions made to
the plan on their behalf and that individu-
als who are responsible for the failure may
have adverse tax consequences, and
(C) Specify that if, within 60 days fol-
lowing the date the combined first and
second notice is provided, the unrespon-
sive participating employer neither takes
appropriate remedial action with respect
to the participating employer failure nor
initiates a spinoff, then a notice describing
the participating employer failure and the
consequences of not correcting the failure
will be provided to participants who are
employees of the employer (and their ben-
eficiaries) and to the Department of Labor.
(2) Implementing employer-initiated
spinoff. If an unresponsive participating
employer initiates a spinoff pursuant to
paragraph (c)(3) of this section by direct-
ing the section 413(e) plan administrator
to spin off amounts attributable to the em-
ployees of the unresponsive participating
employer to a separate single-employer
plan established and maintained by the
employer, or to a separate plan sponsored
by the employer that consists of individ-
ual retirement accounts, then the section
413(e) plan administrator must imple-
ment and complete the spinoff as soon as
reasonably practicable after the employer
initiates the spinoff. The section 413(e)
plan administrator is treated as satisfy-
ing the requirement of the prior sentence
if the spinoff is completed within 180
days of the date on which the unrespon-
sive participating employer initiates the
spinoff.
(e) Required actions following employ-
er’s failure to meet deadline—(1) In gen-
eral—(i) Deadline for action. If, by the fi-
nal deadline described in paragraph (c)(1)
of this section, the unresponsive partici-
pating employer neither takes appropriate
remedial action pursuant to paragraph (c)
(2) of this section nor initiates a spinoff
pursuant to paragraph (c)(3) of this sec-
tion, then the requirements of paragraph

Bulletin No. 2022–15 1013 April 11, 2022
(e)(1)(ii) and (iii) of this section must be
satisfied.
(ii) Requirements for section 413(e)
plan administrator. As soon as reasonably
practicable after the final deadline de-
scribed in paragraph (e)(1)(i) of this sec-
tion, the section 413(e) plan administrator
must—
(A) Stop accepting contributions from
the unresponsive participating employer
and its employees;
(B) Provide notice to participants who
are employees of the unresponsive partic-
ipating employer (and their beneficiaries)
as described in paragraph (e)(2) of this
section; and
(C) Provide participants who are em-
ployees of the unresponsive participating
employer (and their beneficiaries) with an
election regarding treatment of their plan
accounts to the extent provided in para-
graph (e)(3) or (4) of this section.
(iii) Timing of distributions. The sec-
tion 413(e) plan administrator must dis-
tribute benefits as soon as administratively
feasible following an individual’s election
that is made pursuant to paragraph (e)
(3) or (4) of this section or following the
section 413(e) plan administrator’s deter-
mination that it is not required to provide
an individual with an election pursuant to
paragraph (e)(4)(iv) of this section.
(2) Contents of notification. The notice
required under paragraph (e)(1)(ii)(B) of
this section must include the information
described in this paragraph (e)(2).
(i) No contributions. The notice must
state that no further contributions will be
made to the section 413(e) plan on behalf
of participants who are employees of the
unresponsive participating employer.
(ii) Full vesting. The notice must state
that participants who are employees of the
unresponsive participating employer have
a nonforfeitable right to amounts credited
to their accounts that are attributable to
employment with the unresponsive partic-
ipating employer.
(iii) Information about disposition
of accounts. The notice must state that a
participant who is an employee of the un-
responsive participating employer (or, if
applicable, any beneficiary of the partic-
ipant) will receive additional information
regarding the disposition of the partici-
pant’s or beneficiary’s account.
(3) Election for direct rollover or to re-
main in section 413(e) plan—(i) General
rule. Except as provided in paragraph (e)
(4) of this section, a section 413(e) plan
administrator must provide participants
who are employees of the unresponsive
participating employer (and their benefi-
ciaries) with an election to have amounts
attributable to the employees of the unre-
sponsive participating employer—
(A) Subject to the rules of paragraph
(e)(5) of this section, directly rolled over
to an eligible retirement plan within the
meaning of section 402(c)(8); or
(B) Remain in the section 413(e) plan.
(ii) Default. An individual who fails
to make an affirmative election described
in paragraph (e)(3)(i)(A) of this section
is treated as having elected to have the
amounts described in paragraph (e)(3)(i)
of this section remain in the section 413(e)
plan.
(iii) Individuals remaining in section
413(e) plan. If, pursuant to paragraph
(e)(3)(i)(B) of this section, an individual
elects to have the amounts described in
paragraph (e)(3)(i) of this section remain
in the section 413(e) plan, those amounts
must remain in the section 413(e) plan un-
til a distribution is made under the terms of
the plan without regard to section 413(e).
To determine whether a participant is enti-
tled to a distribution upon severance from
employment under the terms of the plan
without regard to section 413(e), a section
413(e) plan administrator may rely on the
participant’s representation that the par-
ticipant has experienced a severance from
employment unless the plan administrator
has actual knowledge to the contrary.
(4) Rules for individuals subject to
mandatory distributions—(i) No election
to remain in plan. The option to remain
in the plan described in paragraph (e)(3)(i)
(B) of this section with respect to amounts
described in paragraph (e)(3)(i) of this
section is not available to an individual if
the terms of the plan would have provid-
ed for a mandatory distribution of those
amounts had the participant experienced
a severance from employment. Instead,
those amounts must be distributed from
the section 413(e) plan.
(ii) Mandatory distributions subject
to automatic rollover. The portion of the
mandatory distribution that is an eligible
rollover distribution subject to section
401(a)(31)(B) must be directly rolled
over to an eligible retirement plan. In ac-
cordance with section 401(a)(31)(B), the
section 413(e) plan administrator must
provide the individual with an election for
the eligible retirement plan to be—
(A) An eligible retirement plan chosen
by the individual, or
(B) An individual retirement plan of a
designated trustee or issuer.
(iii) Mandatory distributions not sub-
ject to automatic rollover. For the portion
of the mandatory distribution that is an el-
igible rollover distribution subject to sec-
tion 401(a)(31)(A) (but not section 401(a)
(31)(B)), the section 413(e) plan adminis-
trator must provide the individual with an
election in accordance with section 401(a)
(31)(A) for that portion to be—
(A) Rolled over directly to an eligible
retirement plan chosen by the individual;
or
(B) If no eligible retirement plan is
chosen pursuant to paragraph (e)(4)(iii)
(A) of this section, paid directly to the
individual.
(iv) Individuals who are ineligible for
direct rollover. For any portion of a man-
datory distribution that is not subject to
the requirement to offer a direct rollover
option under section 401(a)(31), the sec-
tion 413(e) plan administrator must pay
the individual. For example, a section
413(e) plan administrator is not required
to provide an election to an individu-
al with an account balance of less than
$200 if, consistent with section 411(a)
(11) and §1.401(a)(31)-1, Q&A-11, plan
terms require that mandatory distribu-
tions of less than $200 be paid directly
to distributees.
(5) Amounts not eligible for rollover.
If an individual makes an election to have
an amount described in paragraph (e)(3)
(i) of this section directly rolled over to an
eligible retirement plan pursuant to para-
graph (e)(3) or (4) of this section, and a
portion of the amount is not an eligible
rollover distribution described in section
402(c)(4), then that portion must be paid
directly to the individual. For example,
the portion of a distribution that would
be a required minimum distribution under
section 401(a)(9) must be paid directly to
the individual.

April 11, 2022 1014 Bulletin No. 2022–15
(6) Effective opportunity to make
election. Any election that is provided to
an individual pursuant to paragraph (e)
(3) or (4) of this section must include an
effective opportunity for the individual
to make the election. Whether an indi-
vidual has an effective opportunity to
make an election is determined based on
all the relevant facts and circumstanc-
es, including the adequacy of notice of
the availability of the election, the period
of time during which the election may be
made, and any other conditions on the
election.
(f) Other rules—(1) Form of notic-
es and elections. Any notice provided or
election made pursuant to paragraph (b)
or (e) of this section must be in written or
electronic form. For notices and elections
provided to or made by participants and
beneficiaries, see generally §1.401(a)-21
for rules permitting the use of electronic
media to provide applicable notices and
make participant elections with respect to
retirement plans.
(2) Status of spun-off plan. In the case
of any plan that is spun off in accordance
with paragraph (d)(2) of this section, any
participating employer failure that would
have caused the section 413(e) plan to
fail to meet the requirements of section
401(a) or 408, as applicable, but for the
application of the exception set forth in
paragraph (a)(1) of this section, will result
in the spun-off plan failing to meet those
requirements.
(3) Responsible parties. A participating
employer demonstrates a lack of commit-
ment to compliance if the participating
employer fails to take appropriate reme-
dial action pursuant to paragraph (c)(2) of
this section or initiate a spinoff pursuant
to paragraph (c)(3) of this section by the
final deadline described in paragraph (c)
(1) of this section. The IRS reserves the
right to pursue appropriate remedies un-
der the Code against any party (such as the
owner of the participating employer) who
is responsible for the failure to satisfy the
requirements of section 401(a) or 408, as
applicable, even in the party’s capacity as
a participant or beneficiary (such as by not
treating a section 413(e) plan distribution
made with respect to the owner of a par-
ticipating employer as an eligible rollover
distribution).
(g) Applicability date. This section ap-
plies beginning on March 28, 2022.
Douglas W. O’Donnell,
Deputy Commissioner for Services
and Enforcement.
(Filed by the Office of the Federal Register on Feb-
ruary 25, 2021, 8:45 a.m., and published in the issue
of the Federal Register for March 28, 2022, 87 F.R.
17225)

Bulletin No. 2022–15 i April 11, 2022
Definition of Terms
Revenue rulings and revenue procedures
(hereinafter referred to as “rulings”) that
have an effect on previous rulings use the
following defined terms to describe the
effect:
Amplified describes a situation where
no change is being made in a prior pub-
lished position, but the prior position is
being extended to apply to a variation of
the fact situation set forth therein. Thus, if
an earlier ruling held that a principle ap-
plied to A, and the new ruling holds that
the same principle also applies to B, the
earlier ruling is amplified. (Compare with
modified, below).
Clarified is used in those instances
where the language in a prior ruling is be-
ing made clear because the language has
caused, or may cause, some confusion. It
is not used where a position in a prior rul-
ing is being changed.
Distinguished describes a situation
where a ruling mentions a previously pub-
lished ruling and points out an essential
difference between them.
Modified is used where the substance
of a previously published position is being
changed. Thus, if a prior ruling held that a
principle applied to A but not to B, and the
new ruling holds that it applies to both A
and B, the prior ruling is modified because
it corrects a published position. (Compare
with amplified and clarified, above).
Obsoleted describes a previously pub-
lished ruling that is not considered deter-
minative with respect to future transactions.
This term is most commonly used in a ruling
that lists previously published rulings that
are obsoleted because of changes in laws or
regulations. A ruling may also be obsoleted
because the substance has been included in
regulations subsequently adopted.
Revoked describes situations where the
position in the previously published ruling
is not correct and the correct position is
being stated in a new ruling.
Superseded describes a situation where
the new ruling does nothing more than
restate the substance and situation of a
previously published ruling (or rulings).
Thus, the term is used to republish under
the 1986 Code and regulations the same
position published under the 1939 Code
and regulations. The term is also used
when it is desired to republish in a single
ruling a series of situations, names, etc.,
that were previously published over a
period of time in separate rulings. If the
new ruling does more than restate the sub-
stance of a prior ruling, a combination of
terms is used. For example, modified and
superseded describes a situation where the
substance of a previously published ruling
is being changed in part and is continued
without change in part and it is desired to
restate the valid portion of the previous-
ly published ruling in a new ruling that is
self contained. In this case, the previously
published ruling is first modified and then,
as modified, is superseded.
Supplemented is used in situations in
which a list, such as a list of the names of
countries, is published in a ruling and that
list is expanded by adding further names
in subsequent rulings. After the original
ruling has been supplemented several
times, a new ruling may be published that
includes the list in the original ruling and
the additions, and supersedes all prior rul-
ings in the series.
Suspended is used in rare situations to
show that the previous published rulings
will not be applied pending some future
action such as the issuance of new or
amended regulations, the outcome of cas-
es in litigation, or the outcome of a Ser-
vice study.
Abbreviations
The following abbreviations in current
use and formerly used will appear in
material published in the Bulletin.
A—Individual.
Acq.—Acquiescence.
B—Individual.
BE—Beneficiary.
BK—Bank.
B.T.A.—Board of Tax Appeals.
C—Individual.
C.B.—Cumulative Bulletin.
CFR—Code of Federal Regulations.
CI
—City.
COOP—Cooperative.
Ct.D.—Court Decision.
CY—County.
D—Decedent.
DC—Dummy Corporation.
DE—Donee.
Del. Order—Delegation Order.
DISC—Domestic International Sales Corporation.
DR—Donor.
E—Estate.
EE—Employee.
E.O.—Executive Order.
ER—Employer.
ERISA—Employee Retirement Income Security Act.
EX—Executor.
F—Fiduciary.
FC—Foreign Country.
FICA—Federal Insurance Contributions Act.
FISC—Foreign International Sales Company.
FPH—Foreign Personal Holding Company.
F.R.—Federal Register.
FUTA—Federal Unemployment Tax Act.
FX—Foreign corporation.
G.C.M.—Chief Counsel’s Memorandum.
GE—Grantee.
GP—General Partner.
GR—Grantor.
IC—Insurance Company.
I.R.B.—Internal Revenue Bulletin.
LE—Lessee.
LP—Limited Partner.
LR—Lessor.
M—Minor.
Nonacq.—Nonacquiescence.
O—Organization.
P—Parent Corporation.
PHC—Personal Holding Company.
PO—Possession of the U.S.
PR—Partner.
PRS—Partnership.
PTE—Prohibited Transaction Exemption.
Pub. L.—Public Law.
REIT—Real Estate Investment Trust.
Rev. Proc.—Revenue Procedure.
Rev. Rul.—Revenue Ruling.
S—Subsidiary.
S.P.R.—Statement of Procedural Rules.
Stat.—Statutes at Large.
T—Target Corporation.
T.C.—Tax Court.
T.D.—Treasury Decision.
TFE—Transferee.
TFR—Transferor.
T.I.R.—Technical Information Release.
TP—Taxpayer.
TR—Trust.
TT—Trustee.
U.S.C.—United States Code.
X—Corporation.
Y—Corporation.
Z—Corporation.

April 11, 2022 ii Bulletin No. 2022–15
Numerical Finding List
1
Bulletin 2022–15
Announcements:
2022-3, 2022-8 I.R.B. 788
2022-4, 2022-9 I.R.B. 789
2022-5, 2022-11 I.R.B. 825
2022-6, 2022-13 I.R.B. 934
2022-7, 2022-15 I.R.B. 946
AOD:
2022-1, 2022-06 I.R.B. 466
2022-2, 2022-12 I.R.B. 903
Notices:
2022-1, 2022-02 I.R.B. 304
2022-2, 2022-02 I.R.B. 304
2022-3, 2022-02 I.R.B. 308
2022-4, 2022-02 I.R.B. 309
2022-5, 2022-05 I.R.B. 457
2022-6, 2022-05 I.R.B. 460
2022-7, 2022-06 I.R.B. 469
2022-8, 2022-07 I.R.B. 491
2022-9, 2022-10 I.R.B. 811
2022-10, 2022-10 I.R.B. 815
2022-12, 2022-12 I.R.B. 906
2022-11, 2022-14 I.R.B. 939
2022-13, 2022-14 I.R.B. 940
2022-14, 2022-14 I.R.B. 941
Proposed Regulations:
REG-118250-20, 2022-07 I.R.B. 753
REG-105954-20, 2022-11 I.R.B. 828
REG-114209-21, 2022-11 I.R.B. 898
REG-114209-21, 2022-11 I.R.B. 898
REG-121508-18, 2022-15 I.R.B. 996
Revenue Procedures:
2022-1, 2022-01 I.R.B. 1
2022-2, 2022-01 I.R.B. 120
2022-3, 2022-01 I.R.B. 144
2022-4, 2022-01 I.R.B. 161
2022-5, 2022-01 I.R.B. 256
2022-7, 2022-01 I.R.B. 297
2022-9, 2022-02 I.R.B. 310
2022-11, 2022-03 I.R.B. 449
2022-8, 2022-04 I.R.B. 451
2022-10, 2022-06 I.R.B. 473
2022-13, 2022-06 I.R.B. 477
2022-12, 2022-07 I.R.B. 494
2022-14, 2022-07 I.R.B. 502
2022-15, 2022-13 I.R.B. 908
2022-17, 2022-13 I.R.B. 930
2022-17, 2022-13 I.R.B. 933
2022-20, 2022-14 I.R.B. 945
Revenue Rulings:
2022-1, 2022-02 I.R.B. 301
2022-2, 2022-04 I.R.B. 451
2022-3, 2022-06 I.R.B. 467
2022-4, 2022-10 I.R.B. 790
2022-5, 2022-10 I.R.B. 792
2022-6, 2022-12 I.R.B. 904
2022-7, 2022-14 I.R.B. 935
2022-8, 2022-14 I.R.B. 936
Treasury Decisions:
9959, 2022-03 I.R.B. 328
9961, 2022-03 I.R.B. 430
9960, 2022-07 I.R.B. 481
9962, 2022-11 I.R.B. 823
1
A cumulative list of all revenue rulings, revenue procedures, Treasury decisions, etc., published in Internal Revenue Bulletins 2020–27 through 2020–52 is in Internal Revenue Bulletin
2020–52, dated December 27, 2021.

Bulletin No. 2022–15 iii April 11, 2022
Finding List of Current Actions on
Previously Published Items
1
Bulletin 2022–15
1
A cumulative list of all revenue rulings, revenue procedures, Treasury decisions, etc., published in Internal Revenue Bulletins 2020–27 through 2020–52 is in Internal Revenue Bulletin
2020–52, dated December 27, 2021.

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