n-18-97.pdf

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Guidance on the Application of Section 83(i)

Notice 2018-97

I. PURPOSE
This notice provides initial guidance on the application of section 83(i) of the
Internal Revenue Code (Code), as enacted by section 13603 of the Tax Cuts and Jobs
Act, Pub. Law 115-97, 131 Stat. 2054, 2155 (2017) (Act). Section 83 generally provides
for the federal income tax treatment of property transferred in connection with the
performance of services. Section 13603 of the Act amended section 83 by adding
section 83(i) to allow certain employees to defer recognition of income attributable to the
receipt or vesting of qualified stock.
Stakeholders have indicated that they would benefit from initial guidance on
certain aspects of section 83(i), in particular on (1) the application of the requirement in
section 83(i)(2)(C)(i)(II) that grants be made to not less than 80% of all employees who
provide services to the corporation in the United States, (2) the application of federal
income tax withholding to the deferred income related to the qualified stock, and (3) the
ability of an employer to opt out of permitting employees to elect the deferred tax
treatment even if the requirements under section 83(i) are otherwise met. In response,
this notice addresses these three issues. The Department of the Treasury (Treasury
Department) and the Internal Revenue Service (IRS) anticipate that further guidance on
section 83(i) will be issued in the form of proposed regulations, which are expected to
incorporate the guidance provided in this notice.

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II. BACKGROUND
Section 83(i) allows certain employees to elect to defer inclusion in income of the
amount that would otherwise be included under section 83(a) upon the transfer of stock
pursuant to the exercise of a stock option or the settlement of a restricted stock unit
(RSU). Inclusion of that income may be deferred for up to 5 years as the result of a
section 83(i) election, subject to certain limitations described in this Background section.
A. Effect of a Section 83(i) Election
Section 83(i)(1)(A) provides that if qualified stock is transferred to a qualified
employee who makes an election under section 83(i) with respect to such stock, the
amount determined under section 83(a) with respect to such stock will be included in
income in the taxable year determined under section 83(i)(1)(B). Accordingly, such
income shall be included in the taxable year of the employee which includes the earliest
of:
(i) the first date such qualified stock becomes transferable (including, solely for
purposes of this clause, transferable to the employer);
(ii) the date the employee first becomes an excluded employee;
(iii) the first date on which any stock of the issuing corporation becomes readily
tradable on an established securities market;
(iv) the date that is 5 years after the first date the rights of the employee in such
stock are transferable or not subject to a substantial risk of forfeiture,
whichever occurs earlier; or
(v) the date on which the employee revokes the election (at such time and in
such manner as the Secretary of the Treasury (Secretary) provides).

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B. Definition of “Qualified Employee”
Section 83(i)(3)(A) defines a “qualified employee” as any individual who is not an
“excluded employee” and who agrees to meet such requirements as are determined by
the Secretary to be necessary to ensure that the withholding requirements of the
corporation under chapter 24 (Collection of Income Tax at Source on Wages) with
respect to the qualified stock are met.
An “excluded employee” is defined under section 83(i)(3)(B) as, with respect to
any corporation, any individual:
(i) who is a 1 percent owner at any time during the calendar year or who was a 1
percent owner at any time during the 10 preceding calendar years;
(ii) who is or has been at any prior time (I) the chief executive officer (or an
individual acting in such capacity) or (II) the chief financial officer (or an
individual acting in such capacity);
(iii) who bears a relationship described in section 318(a)(1) to any individual
described in subclause (I) or (II) of clause (ii); or
(iv) who is one of the 4 highest compensated officers of the corporation for the
taxable year, or was one of the 4 highest compensated officers of such
corporation for any of the 10 preceding taxable years, determined on the
basis of the shareholder disclosure rules for compensation under the
Securities Exchange Act of 1934 (as if such rules applied to such
corporation).
C. Definition of “Qualified Stock”

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Section 83(i)(2)(A) defines “qualified stock” as any stock in a corporation that is
the employer of a qualified employee, if such stock is received (i) in connection with the
exercise of a stock option or in settlement of an RSU, and (ii) such stock option or RSU
was granted in connection with the performance of services as an employee and during
a calendar year that the employer corporation was an eligible corporation. Section
83(i)(5) provides that, for purposes of this subsection, all persons treated as a single
employer under section 414(b) shall be treated as one corporation. Section 83(i)(2)(B)
provides that qualified stock does not include any stock if the employee may sell the
stock to, or otherwise receive cash in lieu of stock from, the corporation at the time that
the employee’s rights to the stock first become transferable or not subject to a
substantial risk of forfeiture.
D. Definition of “Eligible Corporation”
Section 83(i)(2)(C)(i) defines an “eligible corporation” as any corporation that,
with respect to any calendar year, (i) has none of its (or any predecessor’s) stock readily
tradable on an established securities market during any preceding calendar year, and
(ii) has a written plan under which, in such calendar year, not less than 80% of all
employees who provide services to the corporation in the United States (or any
possession of the United States) are granted stock options, or are granted RSUs, with
the same rights and privileges to receive qualified stock. As provided in section
83(i)(2)(C)(iii), for purposes of section 83(i)(2)(C)(i)(II), the term “employee” does not
include any excluded employee or any employee described in section 4980E(d)(4)
(certain part-time employees).

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Section 83(i)(2)(C)(ii)(I) provides that the determination of rights and privileges
shall be made in a manner similar to the determination under section 423(b)(5).
However, in accordance with section 83(i)(2)(C)(ii)(II), employees shall not fail to be
treated as having the same rights and privileges to receive qualified stock solely
because the number of shares available to all employees is not equal in amount, so
long as the number of shares available to each employee is more than a de minimis
amount. In addition, section 83(i)(2)(C)(ii)(III) provides that rights and privileges with
respect to the exercise of an option shall not be treated as the same as rights and
privileges with respect to the settlement of an RSU. Finally, in the case of any calendar
year beginning before January 1, 2018, section 83(i)(2)(C)(iv) provides that neither
stock options nor RSUs are required to have been granted with the same rights and
privileges for the stock received to be treated as qualified stock.

E. Manner of Making Election
Section 83(i)(4)(A) provides that an election with respect to qualified stock shall
be made no later than 30 days after the first date the rights of the employee in such
stock are transferable or are not subject to a substantial risk of forfeiture, whichever
occurs earlier, and shall be made in a manner similar to the manner in which an election
is made under section 83(b). Section 83(i)(4)(C) provides that the term “deferral stock”
is used to refer to stock with respect to which a section 83(i) election has been made.
Section 83(i)(4)(B) provides that no election may be made under section 83(i) if
the qualified employee has made an election under section 83(b) with respect to such
qualified stock, or if any stock of the corporation which issued the qualified stock is
readily tradable on an established securities market at any time before the election is

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made. In addition, no election may be made under section 83(i) with respect to any
qualified stock if the corporation that issued the stock purchased any of its outstanding
stock in the calendar year preceding the calendar year which includes the first date the
rights of the employee are transferable or are not subject to a substantial risk of
forfeiture, unless (i) not less than 25% of the total dollar amount of the stock so
purchased is deferral stock, and (ii) the determination of which individuals from whom
deferral stock is purchased is made on a reasonable basis.
F. Notice Requirement
Section 83(i)(6) provides that any corporation which transfers qualified stock to a
qualified employee shall, at the time an amount attributable to such stock would first be
includible in the gross income of such employee (or a reasonable time before), certify to
the employee that such stock is qualified stock, and notify the employee that the
employee may be eligible under section 83(i) to defer income on such stock. Section
83(i)(6) provides that the corporation must also notify the employee that if the employee
makes such an election:
(i) the amount of income recognized at the end of the deferral period will be
based on the value of the stock at the time at which the rights of the
employee first become transferable or not subject to a risk of forfeiture,
notwithstanding whether the value of the stock has declined during the
deferral period;
(ii) the amount of such income recognized at the end of the deferral period will be
subject to withholding under section 3401(i) at the rate determined under
section 3402(t); and

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(iii) the responsibilities of the employee, as determined by the Secretary under
section 83(i)(3)(A)(ii), with respect to such withholding.
Section 6652 was amended by the Act to include a new subsection (p) which
imposes a $100 penalty for each failure to provide a notice as required by
section 83(i)(6) (up to a maximum of $50,000 per calendar year), unless it is shown that
such failure is due to reasonable cause and not to willful neglect. The penalty applies to
failures after December 31, 2017.
G. Transition Rule
Section 13603(g) of the Act provides that until the Secretary (or the Secretary’s
delegate) issues regulations or other guidance for purposes of implementing the 80%
requirement of section 83(i)(2)(C)(i)(II) or the notice requirements of section 83(i)(6), a
corporation shall be treated as in compliance with those requirements if the corporation
complies with a reasonable good faith interpretation of such requirements.
III. GUIDANCE
A. Application of the 80% Requirement
As described above, section 83(i)(2)(C) defines an “eligible corporation,” in
relevant part, as, with respect to any calendar year, any corporation that has a written
plan under which, in such calendar year, not less than 80% of all employees who
provide services to the corporation in the United States (or any possession of the United
States) are granted stock options, or are granted RSUs, with the same rights and
privileges to receive qualified stock. Stakeholders have asked whether the 80%
requirement of section 83(i)(2)(C)(i)(II) with respect to a calendar year is applied on a
cumulative basis that takes into account stock options or RSUs granted in prior calendar

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years.
The determination of whether a corporation qualifies as an eligible corporation is
made “with respect to any calendar year.” Furthermore, to meet the 80% requirement,
the corporation must have granted “in such calendar year” stock options to 80% of its
employees or RSUs to 80% of its employees. Therefore, the determination that the
corporation is an eligible corporation must be made on a calendar year basis, and
whether the corporation has satisfied the 80% requirement is based solely on the stock
options or the RSUs granted in that calendar year to employees who provide services to
the corporation in the United States (or any possession of the United States). In
calculating whether the 80% requirement is satisfied, the corporation must take into
account the total number of individuals employed at any time during the year in question
as well as the total number of employees receiving grants during the year (in each case,
without regard to excluded employees or part-time employees described in section
4980E(d)(4)), regardless of whether the employees were employed by the corporation
at the beginning of the calendar year or the end of the calendar year.
The Treasury Department and the IRS have determined that interpreting the 80%
requirement of section 83(i)(2)(C)(i)(II) with respect to a calendar year on a cumulative
basis that takes into account stock options or RSUs granted in prior calendar years is
contrary to the language of the statute and is not a reasonable good faith interpretation
of the 80% requirement. Accordingly, the transition rule in section 13603(g) of the Act
does not apply to such an interpretation.
B. Employment Taxes (including Income Tax Withholding)
1. General

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Employment taxes under Subtitle C of the Code include Federal Insurance
Contributions Act (FICA) taxes, Federal Unemployment Tax Act (FUTA) tax, and federal
income tax withholding. The Act made no amendments to FICA and FUTA taxation with
respect to deferral stock. Thus, the FICA and FUTA taxation of deferral stock is
unaffected by the Act. See H.R. Rep. No. 115-466, at 501 (2017).
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The Act did amend the income tax withholding provisions in the Code with
respect to deferral stock. Specifically, section 13603(b) of the Act amended the income
tax withholding provisions, as described below, to conform the income tax withholding
provisions in section 3401 and section 3402 to the income taxation of deferral stock.
The remainder of the discussion of employment taxes concerns only federal income tax
withholding.
Section 3402(a) provides that, except as otherwise provided in section 3402,
every employer making payment of wages shall deduct and withhold upon such wages
a tax determined in accordance with tables or computational procedures prescribed by
the Secretary. The term “wages” is defined in section 3401(a) for income tax
withholding purposes as including all remuneration for services performed by an
employee for his or her employer including the cash value of all remuneration (including
benefits) paid in any medium other than cash, with certain specific exceptions.
Section 3401(i), as added by section 13603(b)(1) of the Act, provides that for purposes
of section 3401(a), qualified stock (as defined in section 83(i)) with respect to which an
election is made under section 83(i) is treated as wages (1) received on the earliest
date described in section 83(i)(1)(B), and (2) in an amount equal to the amount included

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See H.R. Rep. No. 115-466, pages 496-497 for a discussion of FICA and FUTA taxation.

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in income under section 83 for the taxable year which includes such date. Thus, under
section 3401(i), the amount of the deferral stock included in gross income is treated as
wages subject to federal income tax withholding on the earliest date described in
section 83(i)(1)(B), which sets forth the end date of the applicable deferral period.
Section 3402(t), which was added by section 13603(b)(2) of the Act, provides
that, in the case of any qualified stock with respect to which an election is made under
section 83(i), (1) the rate of tax under section 3402(a) must not be less than the
maximum rate in effect under section 1 (37% in 2018), and (2) such stock is treated for
purposes of section 3501(b) in the same manner as a noncash fringe benefit.
Section 3501(b) provides that the taxes imposed by Subtitle C with respect to noncash
fringe benefits must be collected (or paid) by the employer at the time and in the
manner prescribed by the Secretary by regulations. Questions and Answers 5 and 6 of
§ 31.3501(a)-1T provide that the employer is liable for the payment of the tax with
respect to a noncash fringe benefit regardless of whether the benefit is paid by another
entity.
Noncash fringe benefits that fall within section 3501(b) generally are subject to
the provisions of Announcement 85-113, 1985-31 I.R.B. 31, which provides guidelines
for withholding, paying, and reporting employment tax on taxable noncash fringe
benefits. Announcement 85-113 provides generally that taxpayers may rely on the
guidelines in the announcement until the issuance of regulations that supersede the
temporary and proposed regulations under section 3501(b). No regulations have been
issued under section 3501(b) that supersede the announcement. Thus, Announcement
85-113 generally is applicable to current payments of noncash fringe benefits, and until

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further regulatory guidance is issued, it applies to deferral stock, except as limited by
the specific rules of section 3401(i) and the terms of the announcement itself, as
discussed further below.
Section 2 of Announcement 85-113 sets out the general income tax and
accounting rule, which provides, in relevant part, that employers must withhold the
applicable income tax on the date the benefits are paid and must deposit the withheld
taxes under the regular rules for tax deposits. The employer may make a reasonable
estimate of the value of the fringe benefit on the date the fringe benefit is paid for
purposes of meeting the timely deposit requirements. The actual value of the fringe
benefit must be determined by January 31 of the following year and reported on Form
W-2, Wage and Tax Statement, and Form 941, Employer’s Quarterly Federal Tax
Return (or Form 944, Employer’s Annual Federal Tax Return, if applicable instead of
Form 941).
Announcement 85-113 states that if the employer underestimates the value of
the fringe benefit and as a result deposits less than the amount required to be deposited
(that is, the amount the employer would be required to deposit if the employer had
correctly withheld the applicable taxes), the employer may be subject to the failure to
deposit penalty under section 6656. Under Announcement 85-113, if the employer
overestimates the value and deposits more than the amount required, the employer
may claim a refund or elect to have the overpayment applied to the employer’s next
Form 941 (or other employment tax return).
Generally, under § 31.6205-1(d)(2), if an employer collects less than the correct
amount of income tax required to be withheld from wages during a calendar year, the

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employer must collect the amount of the undercollection on or before the last day of the
year by deducting the amount from remuneration of the employee. Under § 31.6205-
1(d)(2),
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if such a deduction is not made, the obligation of the employee to the employer
with respect to the undercollection is a matter for settlement between the employee and
the employer within the calendar year. However, in the case of noncash fringe benefits,
Announcement 85-113 permits the employer to recover the undercollection of income
tax withholding from the employee after the end of the calendar year during which the
wage payment is made, as long as the recovery occurs prior to April 1 of the year
following the year in which the benefits are paid. This rule in Announcement 85-113
applies to the amount included in wages under section 3401(i). Thus, with regard to
any income tax withholding that the employer deposits for deferral stock included in
wages under section 3401(i) that has not been collected from the employee, the
employer may recover the income tax from the employee prior to April 1 of the year
following the year in which the inclusion in wages under section 3401(i) occurs.
Section 3401(i) provides the specific date on which deferral stock must be
treated as wages for income tax withholding purposes and the special rules for timing of
inclusion in income under Announcement 85-113 available with respect to certain
noncash fringe benefits do not apply.
3
The withholding rates described in section 2 of

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The reference in Announcement 85-113 is to the section of the regulations (§ 31.6205-1(c)(4)) setting forth the
same principle in the section 6205 regulations before amendments to the regulations after 1985. See T.D. 9405,
72 FR 37376 (July 1, 2008).
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Announcement 85-113 provides two rules applicable to the date of payment of some noncash fringe benefits
that do not apply to deferral stock. The first rule allows payors of certain noncash fringe benefits to treat the
benefits as paid on any day(s) during the year so long as they treat benefits provided in a calendar year as paid not
later than December 31 of the calendar year. The second rule allows employers to treat certain benefits paid
during the last two months of the year (or any shorter period) as paid during the subsequent calendar year.
However, Announcement 85-113 provides that neither of these two rules applies when the fringe benefit is the
transfer of personal property (either tangible or intangible) of a kind normally held for investment or the transfer

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Announcement 85-113 also do not apply to deferral stock because, under section
3402(t)(1), the income tax withholding rate under section 3402(a) “shall not be less than
the maximum rate of tax in effect under section 1.” The Treasury Department and the
IRS expect that proposed regulations providing further guidance on section 83(i) will
provide that the rate of withholding under section 3402(t)(1) on deferral stock is the
maximum rate of tax in effect under section 1 and will provide that withholding is applied
(1) without reference to any payment of regular wages, (2) without allowance for the
number of allowances or other dollar amounts claimed by the employee on Form W-4,
Employee’s Withholding Allowance Certificate, (3) without regard to whether the
employee has requested additional withholding, and (4) without regard to the
withholding method used by the employer. Thus, under the anticipated proposed
regulations, only one rate, the maximum rate of tax under section 1, would be used in
withholding on deferral stock under section 3402(t), and employers would not be able to
increase or decrease the rate at the request of the employee. Under Code section
3402(t) and this notice and unless and until superseding guidance is issued, with
respect to wages resulting from deferral stock under section 3402(t), employers must
withhold taxes at the maximum rate of income tax under section 1 without regard to
whether the employee has requested additional withholding and without regard to any
withholding allowances or dollar amounts entered on the employee’s Form W-4.
In summary, deferral stock constitutes wages under section 3401(i) and is
treated as received on the earliest date described in section 83(i)(1)(B) in an amount
equal to the amount included in income under section 83 for the taxable year that

of real property. Because deferral stock is personal property of a kind normally held for investment, neither of
these rules may be used with respect to deferral stock.

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includes such date. When the wages are treated as paid under section 3401(i), the
employer must make a reasonable estimate of the value of the stock and make deposits
of the amount of income tax withholding liability based on that estimate. The wages
included under section 3401(i) are subject to withholding at the maximum rate of tax in
effect under section 1, and withholding is determined without regard to the employee’s
Form W-4. By January 31 of the following year, the employer must determine the actual
value of the deferral stock on the date it is includible in the employee’s income and
report that amount and the withholding on Form W-2 and Form 941. With respect to
income tax withholding for the deferral stock that the employer pays from its own funds,
the employer may recover that income tax withholding from the employee until April 1 of
the year following the calendar year in which the wages were paid.
An employer that fails to deduct and withhold federal income tax under
section 3402 is liable for the payment of the tax whether or not the employer collects it
from the employee, unless section 3402(d) applies.
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Section 3402(d) provides that if
the employer fails to deduct and withhold the correct amount of income tax withholding,
and thereafter the income tax against which the tax under section 3402 may be credited
is paid, the tax imposed under section 3402(a) shall not be collected from the employer.
Section 3402(d) does not relieve the employer from liability for any penalties in respect
of the failure to deduct and withhold.
2. Escrow Arrangement

Section 83(i)(3)(A)(ii) provides the Secretary with authority to impose any
requirements as the Secretary determines to be necessary to ensure that the

4
Section 3403, Section 31.3403-1.

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withholding requirements of the corporation under chapter 24 with respect to the
qualified stock are met. In order to be a qualified employee, an employee making an
election under section 83(i) must agree in the election to these requirements.
Pursuant to the authority provided to the Secretary under section 83(i)(3)(A)(ii), in
order to be a qualified employee an employee making a section 83(i) election with
respect to qualified stock must agree in the election that all deferral stock will be held in
an escrow arrangement, the terms of which are consistent with the following
requirements:
(i) The deferral stock must be deposited into escrow before the end of the
calendar year during which the section 83(i) election is made and must
remain in escrow until removed in accordance with clause (ii) or the
corporation has otherwise recovered from the employee an amount equal to
the corresponding income tax withholding obligation under section 3401(i) for
the taxable year determined in accordance with section 83(i)(1)(B).
(ii) At any time between the date of income inclusion under section 83(i)(1)(B)
and March 31 of the following calendar year, the corporation may remove
from escrow and retain the number of shares of deferral stock with a fair
market value equal to the income tax withholding obligation that has not been
recovered from the employee by other means. The fair market value of the
shares must be determined pursuant to the rules in § 1.409A-1(b)(5)(iv). The
fair market value used for purposes of this calculation is the fair market value
of the shares at the time the corporation retains shares held in escrow to
satisfy the income tax withholding obligation.

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(iii) Any remaining shares held in escrow after the corporation’s income tax
withholding obligation has been met, whether by retention of shares in
accordance with clause (ii) or otherwise, must be delivered to the employee
as soon as reasonably practicable thereafter.
The Treasury Department and the IRS have concluded that the escrow
arrangement described above adequately ensures the statutory income tax withholding
requirements of the corporation will be met and that this approach is less burdensome
than alternatives that would require a cash outlay by the corporation or the employee
before the due date for the relevant withholding, and thus allow less flexibility with
respect to resource allocation. If the corporation and the employee do not agree to
deposit the deferral stock into an escrow arrangement consistent with the terms outlined
above, the employee is not a “qualified employee” within the meaning of section
83(i)(3). The Treasury Department and the IRS are aware that this has the effect of
allowing a corporation to preclude its employees from making section 83(i) elections by
declining to establish an escrow arrangement consistent with the terms outlined above.
Future guidance on section 83(i)(3)(A)(ii) may establish alternative or substitute
mechanisms to ensure a corporation’s income tax withholding requirements are
satisfied. Such mechanisms may be more restrictive than the above described escrow
arrangement.
C. Designation of Stock as Not Eligible for Section 83(i) Election
As described above, section 83(i) imposes a number of requirements and
limitations that must be met for a section 83(i) election to be allowed. Although the
election, if allowed, may be made by an employee, the corporation is responsible for

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creating the conditions that would allow an employee to make the election.
Stakeholders have indicated that a corporation may wish to compensate its employees
with equity-based compensation for which no section 83(i) election may be made. As
noted above, a corporation can preclude its employees from making section 83(i)
elections by declining to establish an escrow arrangement as described in Section
III.B.2 of this notice. As a result, a corporation need not be concerned that it would
inadvertently create the requisite conditions for its employees to make section 83(i)
elections or be required to comply with the notice requirement of section 83(i)(6). If a
corporation does not intend to deposit qualified stock into an escrow arrangement (as
described in Section III.B.2 of this notice) or otherwise create the conditions that would
allow an employee to make the section 83(i) election, the terms of a stock option or
RSU may provide that no election under section 83(i) will be available with respect to
stock received upon the exercise of the stock option or settlement of the RSU. This
designation would inform employees that no section 83(i) election may be made with
respect to stock received upon exercise of the option or settlement of the RSU even if
the stock is qualified stock.
IV. EFFECTIVE DATE
Section 83(i) applies to stock attributable to stock options exercised, or RSUs
settled, after December 31, 2017. The Treasury Department and the IRS anticipate that
the guidance in this notice will be incorporated into future regulations that, with respect
to issues addressed in this notice, will apply to any taxable year ending on or after
December 7, 2018. Any future guidance, including regulations, addressing the issues
covered by this notice, such as the establishment of more restrictive mechanisms to

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ensure a corporation’s income tax withholding requirements are satisfied, will apply
prospectively only.
V. REQUEST FOR COMMENTS
The Treasury Department and the IRS anticipate issuing further guidance on
section 83(i). Accordingly, comments are requested on additional issues under
section 83(i) that future guidance should address, as well as any clarifications or further
guidance that may be helpful on the issues addressed in this notice. Comments
specifically are requested on additional or alternative mechanisms that could be
established to ensure the collection of the required income tax withholding in
accordance with section 83(i)(3)(A)(ii).
Written comments may be submitted through February 5, 2019. Comments
should include a reference to Notice 2018-97. Comments may be submitted
electronically via the Federal eRulemaking Portal at www.regulations.gov (type IRS-
2018-0039 in the search field on the regulations.gov homepage to find this notice and
submit comments). Alternatively, submissions may be sent to CC:PA:LPD:PR (Notice
2018-97), Room 5203, Internal Revenue Service, P.O. Box 7604, Ben Franklin Station,
Washington, DC 20044. Submissions also may be hand delivered Monday through
Friday between the hours of 8 a.m. and 4 p.m. to CC:PA:LPD:PR (Notice 2018-97),
Courier’s Desk, Internal Revenue Service, 1111 Constitution Avenue, NW, Washington,
DC 20044. All recommendations for guidance submitted by the public in response to
this notice will be available for public inspection and copying in their entirety.
VI. DRAFTING INFORMATION
The principal author of this notice is Michael Hughes of the Office of Associate

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Chief Counsel (Tax Exempt and Government Entities), although other Treasury and IRS
officials participated in its development. For further information on the provisions of this
notice, contact Michael Hughes at (202) 317-5600 (not a toll-free number). For further
information regarding issues with respect to income tax withholding, contact A.G. Kelley
at (202) 317-4774 (not a toll-free number).