1. David Cordova, Partner, Deloitte Tax LLP Stephen Day, Shareholder, Clark Nuber PS

2. Expiration of Bush Tax Cuts Healthcare Tax Pressure to Raise Revenue Planning

3. Individual Tax Rates Ordinary Income Dividends Long-Term Capital Gains Estate Tax Exemptions Entities Bonus Depreciation R & D Credit Payroll Tax Relief

4. Surtax on Investment Income 3.8% Medicare Tax Increase of.9% (HI)

5. Individual Rates May Increase Corporate Rates May Decrease

6. Enhancement re: global competitiveness Move to territorial tax system Transitional rules – repatriation of offshore earnings Changes to subpart F – focus on earnings from utilization of intangibles

7. Lump Sum Distributions in 2012 Distribute excess cash Debt Funded Distribution Operating Partnerships and S Corporation Accelerate Income Defer Deductions Evaluate Alternative Entity Structures Domestic Tax Considerations Foreign Tax Considerations

8. Income $200 Tax Rate: 35% Income $100 Tax Rate: 25% U.S. Foreign U.S. S Corporation Foreign Entity