PATRICIA PRIM BILLER

4 Martine Avenue, #1610

White Plains, NY 10606
Mobile: (214) 629-9559
E-mail: pb8f2eb2@westpost.net
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EDUCATION
YALE LAW SCHOOL, Juris Doctor, 1989
CARNEGIE-MELLON UNIVERSITY, Bachelor of Science, Chemical Engineering, 1984
PROFESSIONAL EXPERIENCE
Baker Botts, L.L.P., Dallas, TX
Special Counsel, February, 2006 to July, 2006
Practice consisted of a variety of corporate and transactional tax matters relat
ing to domestic and international acquisitions, financings, reorganizations, and
partnerships. Significant opportunities to apply prior experience to the repre
sentation of clients in controversies involving federal income tax issues at the
audit, appeals, and judicial stages including negotiating a multi-million dolla
r settlement between the IRS and a major U.S. airline.
TXU Corp., Dallas, TX
Senior Tax Counsel, October, 2004 to April, 2005 (group eliminated by new senior
management)
Reported directly to the Senior Vice President and General Tax Counsel as a seni
or member of TXU's Tax Counsel Group. Specific areas of responsibility included
:
* Tax Planning -- Actively identified and successfully implemented tax projects
that complemented and improved TXU's business objectives for earnings and cash b
y reducing taxes across all of TXU's business operations. Significant matters i
ncluded expanding the scope of the company's captive insurance company to optimi
ze the company's risk management profile and maximize Federal/and state tax bene
fits, and implementing transfer pricing strategies to provide documentary suppor
t for the computation of the new I.R.C. Section 199 domestic manufacturing deduc
tion.
* Tax Controversies -- Managed tax audits and appeals to produce timely resoluti
ons consistent with earnings and cash expectations. Specific issues involved de
fending the treatment of mixed service costs under I.R.C. Section 263A and subst
antiating the company's position on the characterization of certain equipment as
emergency spare parts for purposes of accelerating depreciation of such assets.
Also responsible for developing the company's approach to analyzing and docume
nting reportable transactions.
* Tax Legislative and Regulatory Affairs -- Actively monitored legislative and
regulatory developments and initiated appropriate actions to ensure that the tax
effects of legislative and regulatory actions were anticipated, understood, and
optimized. A specific project included analyzing and developing the company's
approach to calculating and supporting the deduction under new I.R.C. Section 19
9 (deduction for U.S. manufacturing expenses).
* Compensation and Benefits. Provided timely and accurate tax advice and analys
is regarding tax efficient compensation and benefit programs designed to align e
mployee performance with business objectives. Considerable focus placed on I.R.
C. Section 162(m) executive compensation deduction issues along with analysis of
the new I.R.C. Section 409A deferred compensation rules relating to existing an
d new benefit plans.
DELL, INC., Austin, TX
Director, Domestic Tax and Senior Tax Counsel, February, 2004 to October, 2004
One of two direct reports to the Chief Tax Officer of a Fortune 31 company with
revenues in excess of $42 billion during the company's 2004 fiscal year. Signif
icant areas of responsibilities included (i) developing and implementing tax pla
nning strategies to reduce cash taxes and Dell's reported effective tax rate, (i
i) managing Dell's federal and state income audit and appeals posture with consi
derable focus on managing the company's nexus issues in state litigation and neg
otiating prospective agreements, (iii) tax planning for new and continuing Dell
operations in the U.S., Canada, Mexico and Latin America, (iv) providing busines
s planning support to Dell's majority-owned financing entity relating to securit
ization transactions and structuring offshore business expansions, (v) managing
Dell's global mobility, expatriate and tax analysis of executive compensation ar
rangements (including analysis of I.R.C. Section 162(m) issues and proposed defe
rred and stock compensation plans in anticipation of proposed FASB changes), (vi
) coordinating Dell's approach to reportable transactions and Sarbanes-Oxley com
pliance, (vii) advocating Dell's position with respect to certain legislation an
d regulatory proposals, and (viii) managing and developing Dell's department res
ponsible for implementing and maintaining the company's record retention policy.
Personnel management and development responsibility included the following gro
ups within the Dell tax function: (i) Domestic Tax Compliance and Reporting (inc
luding Federal/State Income and Sales, Use and Property Tax) (1 manager and 29 e
mployees), (ii) Tax Counsel, Audit, and Executive Compensation (2 employees), (i
ii) Records Management (1 manager and 15 employees), and (iv) Dell's financial s
ervices joint venture (11 employees responsible for federal and state income, st
ate sales and use, and property tax).
UNITED TECHNOLOGIES CORPORATION, Hartford, CT
Director, Tax - Hamilton Sundstrand Corporation, July, 2002 to October, 2003
Tax leader with overall global responsibility for all tax issues of HSC, the sig
nificant contributor to UTC's $5 billion aerospace operations with over 100 lega
l entities and operations in 16 countries. Reported to the HSC Chief Financial
Officer and the Chief Tax Officer of UTC, a corporation with over $28 billion of
revenue that provides high-technology products and services to aerospace and bu
ilding systems industries through its major business units which include Pratt &
Whitney, Otis Elevator, and Carrier. Primary responsibility for:
* Sarbanes-Oxley Section 404 Compliance - UTC Tax leader responsible for (i) dev
eloping and implementing the UTC Corporate Tax and Business Unit Tax groups appr
oach to compliance with the requirements of this legislation, and (ii) communica
ting results to senior management.
* Tax Research and Planning - Projects included (i) participating on the steerin
g committee of a corporate-wide contemporaneous documentation study analyzing ov
er $4.5 billion of intercompany transactions, (ii) reviewing and commenting on d
raft legislation proposed to replace the extraterritorial income exclusion prior
to introduction as HR 1769 -- The Jobs Protection Act of 2003, and (iii) analyz
ing permanent establishment and transactional tax issue relating to placement of
consignment inventory at customer locations that would generate over $250 milli
on of foreign source income annually by 2006.
* Tax Review of Business Transactions - Provided tax advice with respect to due
diligence reviews, deal structure, drafting and negotiating tax provisions, iden
tifying and resolving post-closing issues, and forecasting the tax effects relat
ing to domestic and international acquisitions, divestitures, joint ventures, an
d restructurings. Specific transactions included: (i) advising business operati
ons on terms and documentation of related party transactions, (ii) developing an
approval process within HSC for all changes in capital structure to ensure iden
tification and coordination of accounting, legal, treasury and tax issues were c
oordinated before transactions are initiated, and (iii) managing material aspect
s of a ruling request by the buyer of an automotive business for an extension of
time to file an I.R.C. Section 338(h)(10) election.
* Tax Compliance - Review and analysis of all tax accounting and domestic/intern
ational tax compliance as it related to HSC for accuracy and integrity and to in
sure compliance with parent corporation requirements.
* Supervisory Responsibilities - Direct management and development responsibilit
ies for five tax professionals.
JACKSON WALKER L.L.P., Dallas, TX
Senior Counsel, August, 2001 to June, 2002
Practice consisted primarily of general corporate and transactional tax matters
related to domestic and international mergers, acquisitions, financings, reorgan
izations, partnerships, structured financings, and tax controversies. Specific
projects included (i) negotiating and structuring a tax-deferred statutory merge
r between a public and a privately-held company with consideration of up to $160
million, including a contingent earn-out payable in stock or cash, debt exchang
es, and a cash redemption of preferred stock; (ii) negotiating the terms of a li
mited partnership agreement with preferred return and distribution provisions; a
nd (iii) providing tax technical support on the calculation of earnings and prof
its and the taxable portion of a $3.45 billion distribution to the client's shar
eholders.
ASSOCIATES FIRST CAPITAL CORPORATION, Dallas, TX (acquired by Citigroup, Inc. by
merger on November 30, 2000)
Vice President - Senior Tax Counsel, April, 1999 to April, 2001 (position and de
partment eliminated after merger)
Reported directly to the Chief Tax Officer as leader of the tax legal function r
esponsible for international, federal and state tax research, planning and contr
oversies for a Fortune 150 diversified financial services company with operation
s in 14 countries and more than $100 billion of managed assets. Responsibilitie
s and significant accomplishments included:
* Tax Research and Planning - Initiated and implemented transactions, restructur
ings, tax reporting positions and other strategies to minimize worldwide cash ta
xes and tax expense.
* Tax Legal Review of Business Transactions - Specific transactions included: (i
) the purchase of stock of a $450 million fleet services business in Canada and
the U.K. involving negotiating issues associated with deferred tax liabilities,
(ii) the purchase of assets of a $1.2 billion credit card business, (iii) the di
sposition of a $450 million insurance business involving a potential disallowed
loss on the sale of stock of a non-consolidated life company, (iv) advising seni
or management on the tax risks associated with a new leveraged leasing business
with a projected initial investment of $2 billion, (v) the purchase of stock of
a publicly traded company engaged in the automobile finance business with consid
eration of approximately $200 million in cash and a "residual value obligation"
representing contingent consideration for disputed value of company's residual i
nterest in loan securitization trusts, and (vi) assisting with pre- and post-acq
uisition issues relating to a tax-free reverse subsidiary merger of the company
with a subsidiary of Citigroup, Inc. for consideration valued at approximately $
31.5 billion.
* Tax Controversies - Principal responsibility for federal audits, including eva
luating the impact of issues and alternative settlement strategies, and for prov
iding tax legal support on all state and international tax controversies. Speci
fic responsibilities and achievements included: (i) managing the Internal Revenu
e Service's examination of the company's 1998-1999 federal income tax returns, (
ii) managing transfer pricing aspects of federal income and capital tax audits i
n Canada and Puerto Rico, and (iii) achieving a withdrawal of a $4 million withh
olding tax assessment in Japan relating to the characterization of intercompany
management fees as royalties subject to withholding tax.
* Special Projects - Principally responsible for (i) all material aspects of two
favorable supplemental rulings related to the spin-off of the company from its
former parent, Ford Motor Company, (ii) coordinating the company's first interna
tional transfer pricing study regarding management fees, guarantee/comfort lette
r fees, trademark and trade name royalties, intercompany loans, and affiliated i
nsurance and reinsurance transactions, (iii) analyzing and communicating to seni
or management the company's procedures for reviewing financial reserves related
to contingent liability for taxes while preserving the attorney-client privilege
and work-product privilege for the documentation and associated analysis of tax
exposures, and (iv) persuading senior management to adopt a nonqualified discou
nted employee stock purchase plan which resulted in significant corporate tax sa
vings.
RUBBERMAID INC., Wooster, OH (acquired by Newell, Inc. by merger in March, 1999)
Director, Tax Planning and Audits, August, 1998 to February, 1999 (department el
iminated by merger)
Worked directly with the Chief Tax Officer of a company with over $2.3 billion i
n revenue with primary responsibility for domestic and international tax plannin
g and tax controversies. Objectives included (i) developing and implementing ta
x-effective global strategies and structures including determining the most tax-
effective manner of structuring dividend flows, transfers of technology, and sal
es of products, and (ii) resolution of all federal, state, and foreign audits.
UNIVERSITY OF VIRGINIA SCHOOL OF LAW, Charlottesville, VA
Associate Professor of Law (tenure-track), July, 1995 to August, 1998
* Courses taught include International Taxation, Federal Income Taxation, Contra
cts, and Estate and Gift Taxation.
* Assistant Director of a week-long program designed to introduce certain minori
ty and/or economically disadvantaged students to the law school experience prior
to commencement of the academic term.
* Supervised research assistants and independent research projects.
* A faculty advisor to the Black Law Students Association, Virginia Law Women, a
nd the Virginia Tax Review.
* Founding member of Task Force to Address Recruiting Issues for Minorities and
Women.
* Ad hoc member of the Admissions Committee.

GENERAL ELECTRIC COMPANY, Fairfield, CT

Tax Counsel - International, April, 1994 to June, 1995
Tax Counsel, June, 1992 to April, 1994 (Albany, NY)
Primary responsibilities included developing defensible return positions, provid
ing tax planning support to reduce worldwide tax expense, monitoring new legisla
tion and regulations, structuring international reorganizations and interacting
with the IRS at the examination and appeals levels. Specific projects included:
(i) structuring a spin-off of several U.K. companies to minimize U.S. and U.K.
tax, (ii) coordinating a study of the allocation of corporate expenses to comply
with I.R.C. Sections 861 and 482 while maximizing the benefits associated with
a foreign sales corporation (iii) assisting the international return group in de
termining the impact of reorganizations, liquidations and other transactions on
the calculation of earnings and profits, and (iv) successful protest of the IRS'
s disallowance of several million dollars of deductions and foreign tax credits
relating to Brazilian and Venezuelan subsidiaries.
AMOCO CORPORATION, Houston, TX
International Tax Attorney, April, 1991 to June, 1992
Responsible for U.S. and foreign tax planning for oil and gas operations in Trin
idad, Egypt, the Netherlands, and other countries including the former U.S.S.R.
Specific projects included structuring a $75 million dollar bond issuance to fu
nd new drilling operations in Trinidad and negotiating and structuring a merger
of two unrelated Dutch companies.
KIRKLAND & ELLIS, Chicago, IL
Associate, Corporate Tax Department, August, 1989 to April, 1991
Analyzed a variety of federal, international and state tax matters including iss
ues associated with (i) corporate mergers and acquisitions, (ii) foreign investm
ent in U.S. property, (iii) golden parachutes and other forms of executive compe
nsation, and (iv) several contested federal and state tax matters, including aud
its and litigation regarding income and excise taxes.
THE PROCTOR & GAMBLE COMPANY, Cincinnati, OH
Team Development Manager, June, 1984 to August, 1986
Responsible for (i) scheduling production and maintenance personnel for a three-
shift shortening and oil packing operation, (ii) training 40 employees to assume
the responsibilities of the team development manager, (iii) budgeting, forecast
ing and presenting actual results to senior management, and (iv) participating i
n all phases of the introduction of a new brand size, including package and prod
uction line design, and supplier and warehousing issues.
BAR ADMISSIONS AND PROFESSIONAL ACTIVITIES
* E-Mentoring, Esq., Early member of the award-winning program designed to crea
te e-mail-based relationships between a legal or business professional and an at
-risk student in the Dallas system who had decided to be the first in their fami
ly to go to college. The purpose of the program is to provide these students wi
th support and encouragement, as well as general insight into college life.
* American Bar Association, Member of Section of Taxation
* State Bar of Texas, Member of Section of Taxation
PUBLICATIONS
* Patricia P. Biller, The Significance of Income Taxation for Securitized Mortga
ges and the Secondary Mortgage Market, 9 Am. J. Tax Pol'y 283 (1991) (discusses
the tax problems of the mortgage collateralized obligations used in the market).

HONORS AND AWARDS

* First prize, American Journal of Tax Policy Writing Competition, September, 19
89
* Third prize, ABA Business Law Writing Competition, September, 1989
* Benjamin Scharps Prize for most meritorious essay by a third year student, Sep
tember 1989
* Clifford L. Porter Prize for best paper submission in taxation, June, 1989