Keith Richey Email & Phone Number

Stamford, Ct 06901

Responsible for tax planning, tax aspects of M&A/divestitures, repatriations and other cash flows.• Estimated impact of Tax Cuts and Jobs Act, including calculation of Toll Charge used for 2017 YE provision.• Supported Treasury/efficient mobilization of cash and significant 2017 repatriation.

Rye Brook, New York

Xylem is a leading global water technology provider, spun-off from ITT in 2011, with annual revenues of $3.7 billion in 2015 and 12,700 employees worldwide. Create and manage international tax planning projects that drove down worldwide ETR year after year. Includes presentations to explain and persuade management to accept proposals, implementation and documentation of the subsequent transactions.• Acquisitions and divestitures ($100Ms)• Explain, prepare write-ups on foreign APB23/ASC 740-30, FIN 48/FAS 109/ASC 740-10, Section 482 and 367 issues.• Prepare US filings related to international tax restructurings. Prepare and file EIN, check-the-boxes, etc. and related Section 367 filings for tax return. • Recommend and set up legal and capital structure for foreign groups and manage Luxembourg holding company structure.U.S. Federal and Global Income Tax Controversy • Defended successfully all international transactions and tax positions taken in the U.S. Federal Income Tax Return identified by local tax authorities and the IRS on audit (e.g. Transfer Pricing | Section 482, Subpart F, FTCs, Section 367, restructurings, debt push-downs, repatriations, etc.).• In preparation for audit cycle, created and collected agreements, files, charts and other documentation so had comprehensive file ready to defend position and satisfy IDRs and local requests in timely and thoughtful manner. Transfer Pricing Related Items:• Draft policies, review and coordinate with regional managers regarding global transfer pricing to ensure consistency.Contract Management – Intercompany Agreements / Third Party Agreements • Lead for drafting and reviewing all intercompany agreements including global master service agreements for HQ services, equity compensation charge-out, and loan agreements, licenses, cost sharing agreements, etc.• Provided tax guidance in negotiations of third party agreements for appropriate T&Cs, entity selection, financing and tax consequences.

White Plains, Ny

Responsible for worldwide tax planning. Generated and administered numerous tax planning projects, coordinated transfer pricing, handled tax aspects of licensing, cross-border acquisitions, dispositions, and reorganizations.• 2011 Implemented debt pushdowns to lower ETR by another 1%; heavily involved in tax planning in ITT spin-off into three separate publicly traded companies.• 2010 Organized repatriation in excess of $400 million, with excess foreign tax benefits providing an ETR benefit of over $30 million. Revitalized capital losses which provided a $28 million benefit. • 2009 Triggered a tax benefit in excess of $55 million; implemented steps that set the stage for a major repatriation in 2010. Advised on numerous major acquisitions and dispositions. Implemented new debt structures in that reduced ETR by over 1%.• 2008 Negotiated a $1 million grant from New York State, plus state sales tax relief on the build-out and utility cost savings from Westchester County worth at least $0.5 million with respect to the new ITT Headquarters location. Managed successful response to foreign tax controversy ($60 million potential exposure) which was entirely eliminated. Wrote and coordinated implementation of agreement to charge foreign units for stock options and other equity compensation. Developed strategies to retain benefits of Chinese tax holidays and grants under new law. Proposed setting up a European HQ.• 2007 Devised and implemented tax free repatriation in excess of $880 million. Restructured ownership of certain foreign companies to enable tax free sale and optimize cash exit strategy. Triggered US tax benefit of $4.3 million on a cross border note.

Responsible for tax planning for the world outside of the Americas. Generated and administered numerous tax planning projects, coordinated transfer pricing, handled tax aspects of licensing, cross-border acquisitions, dispositions, and reorganizations. • Provided transactional tax advice and negotiated tax aspects of $2B+ dispositions and acquisitions.• Led global effort to reduce corporate tax rate via combination of manufacturing site selection, cost sharing and license agreements, and transfer pricing. Coordinated section 6662 required documentation, including drafting economic reports and gathering and organizing supporting material. • Author and manager of all cost sharing agreements, administrative cost recovery arrangements, technology and trademark licenses between affiliates, contract R&D agreements, etc. E&P, FTC, Subpart F and dividend planning. • Reviewed and assisted implementation of financial product proposals. Implemented financial transaction reporting requirements, including tax legending procedure for hedging elections.• Negotiator and author of tax provisions for third party licenses and most multi-national sales agreements. Assist in international aspects of US and foreign tax audits. Devised overseas shipping terms to optimize sourcing benefits.• Led financial aspects of IT outsourcing to EDS, generating significant tax, cash and exchange benefits.

New York, New York, United States

Handled a variety of international tax issues including foreign reorganizations, sovereign debt restructuring, the development of cross-border financial transactions, shipping, privatization, OID, foreign information reporting, foreign exchange, E&P and Subpart F, section 367, sourcing, categorization, foreign tax planing and direct responsibility for Private Banking Group.

New York City, Brussels, Houston

Mobil OilMobil Tax Counsel November 1988-June 1989Responsible for tax aspects of marketing and refining activities in Australia, Asia, Africa, and Latin America. Advised on reorganizations and dispositions, spin-offs, reorganizations, corporate versus partnership status, categorization, sourcing of sales and interest expense, etc.Mobil Supervisor of State Tax Accrual and Legislative Analysis August 1988-October 1988Supervised the estimates of state tax liabilities used for financial reporting and federal tax payments. Analyzed legislative proposal and prepared submissions to industry groups.Mobil Tax Planning Advisor July 1987-July 1988Developed and coordinated implementation of various tax planning ideas.Exxon CorporationEssochem Europe, Brussels, Belgium August 1984-June 1986Senior Tax Attorney responsible for US tax planning for Exxon's European chemical operations, including dividend planning, calculation and optimization of E&P/FTC/etc. and transfer pricing.Esso Exploration, Houston, Texas July 1981-July 1984Tax Attorney then promoted to Senior Tax Attorney responsible for US tax planning and compliance of Exxon's worldwide exploration venture companies, including filing US tax returns, boycott reports, credibability of foreign taxes, and selecting corporate structure and country of incorporation.Exxon Corporation, USA, Houston, Texas June 1979-June 1981Tax Attorney handling federal and state taxation, such as income and franchise taxes, unitary taxation, severance, sales and other excise taxes. Represented Exxon at several state and federal income tax audit conferences, supervised outside counsel when we forced to litigate.

Greater Los Angeles Area

Summer clerk

Llm, Tax Law

Jd, Law

Activities and Societies: American Jurisprudence Award in Constitutional Law, summer clerk at Gibson, Dunn & Crutcher, Resident Adviser.

Bs, Business Administration, Cum Laude

Activities and Societies: Phi Kappa Tau Fraternity, Dean's list every semester while completing 110 hours in three years, graduated cum.

Freshman Year, History & English Literature