Thomas E.

(Ted) Warrilow
San Jose, CA 95112 (408) 550-9295 (h) (510) 566-7263 (c) tedwarrilow@yahoo.com

SUMMARY: Senior Tax Executive with over 24 years of experience in Public Accounting and Industry. A strategic leader with exceptional expertise in Tax Planning and Global Tax Minimization. Well balanced, knowledgeable in International and Domestic tax matters, cross-functional, strong leadership and managerial talent, with the competency to team-build, gain consensus and lead organizations across multiple functions to deliver outstanding results.

CORE COMPETENCIES: Strategic Planning Mergers & Acquisitions International Experience

Business Legal Matters and Risk Avoidance Cross-Functional Team Projects Multi-Cultural Training and Familiarity

Business Unit Advisor C.P.A. License 1991 Compliance Review

EXPERIENCE: Solyndra LLC: Director of Taxes 2011-present

Reporting to the VP Finance, working with the senior management team to develop this start-up company's rapidly expanding international business. Jurisdictions of focus: Switzerland, Netherlands, Germany, Italy, Australia, U.K., India, Greece, Spain. eBay, Inc.: Tax Director 2008 2011

eBay tax executive embedded within the PayPal senior management team, responsible for advising the PayPal management team on all tax matters relating to the Americas (Canada, U.S., Mexico, Central and South America) and the Emerging Markets (120 countries spanning Latin America, the Middle East, Africa, former Soviet bloc countries, Asia Pacific and the Caribbean) and serving as a liaison between the PayPal team and the eBay corporate tax department. Structured reorganization of $170 million Israeli acquisition which was closed just prior to my joining eBay, driving transfer of Intellectual Property (IP) to PayPals IP headquarters. Conducted the tax due diligence leading to PayPals $1 Billion acquisition of Bill Me Later, Inc. Structured both the short-term speed to market structure and the long-term permanent solution for PayPals entry into Brazil, poised to be PayPals fifth largest market world-wide by 2015. Structured PayPals entry into the domestic Mexico market. Identified PayPals 1099-K obligations created by the passage of the Housing and Economic Recovery Act of 2008 and worked with the project technical team to scope and build the compliance program.

Golder Associates Corporation: Tax Director Senior tax executive, reporting to the Chief Financial Officer, responsible for oversight of all tax planning and structuring functions to ensure minimization of the company's worldwide tax liability. Structured tax-free reorganization of European group of operating entities. Resolved long-running French VAT issue and advised regarding future billing practices. Coordinated new market penetration activities in Mexico. Reconfigured transfer pricing structure to promote equitable distribution of management costs.

2007

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Global Payments Inc.: Director Taxes 2004-2006 Senior tax executive, reporting initially to the Vice President of Tax, subsequently to the Chief Accounting Officer, responsible for oversight of all tax planning and structuring functions to ensure minimization of the company's worldwide tax liability. Extensive advice to senior management related to critical tax issues. Due to the Companys explosive growth, 90% to 100% of the role was devoted to mergers & acquisitions. Researched, planned, negotiated and concluded the most complex M&A project in the Companys history, involving a joint venture with Hongkong Shanghai Banking Corporation (HSBC) throughout Asia Pacific. Structured network of Asia Pacific secondment (employee leasing) companies to house the employees in the above joint venture in wholly Global-owned subsidiaries in order to accomplish key operational objectives. Researched and negotiated a joint venture to acquire 85% of one of Europes largest countries market share. Oversight of acquisition of the Companys European money transfer business, followed by reorganization and restructuring of the business to achieve intended tax efficiencies, and drove transfer pricing analysis. Reorganized the Companys Czech Republic legal structure to achieve intended tax efficiencies. Executed IP migration (offshore transfer of trade name and trademark) and directed transfer pricing analysis and planning to optimize the attendant royalty stream for use outside the United States. Researched use of a Belgian invoicing company to minimize EU VAT burden to customers (principally Financial Institutions whose products are typically VAT-exempt and thus cannot claim VAT on inputs). Identified flaw in logic behind a large Canadian GST reserve, implemented research strategy with operations management, and developed documentation to permit reversal of the reserve to the approval of outside auditors. Senior review and SOX sign-off responsibility on all U.S. and Canadian Federal, state and provincial income tax returns, FAS 109, FAS 5 and FIN 48 positions and calculations, Transfer Pricing studies, and Sarbanes Oxley control mechanisms affecting the Tax Department. Designed Reportable Transaction interview matrix, conducted interviews with all members of senior management, and drafted the Companys Reportable Transaction documentation. Worldspan, L.P: Director Taxes 1998-2004 Senior tax executive, reporting to the Chief Financial Officer, responsible for oversight of all tax planning and structuring functions to ensure minimization of the company's worldwide tax liability. Researched, planned and structured attempted $6 billion merger with European competitor; paramount requirement being that the transaction be tax-free under the laws of the U.S., Spain, France and Germany. Liquidated minority partner including analysis of IRC 1248 gain. Researched U.S. and local-country tax and business law, including treaty analysis, coordinating new market penetration and operations structuring in Asia Pacific and Latin America. Researched and analyzed significant portion of IRC Section 482 transfer pricing study for worldwide operations. Established a Foreign Sales Corporation ("FSC") initiative resulting in approximately $3.5 million annual tax savings (2% benefit to global Effective Tax Rate). Implemented FAS 109 reporting function in preparation for initial public offering. $4.5 million in identified unturned deferred assets. Sale of the Company: Conducted intensive tax planning to ensure optimal tax position of new company subsequent to acquisition, realized net tax benefits of over $37 million over the first three years. Senior review and SOX sign-off responsibility on all U.S. and Canadian Federal, state and provincial income tax returns, FAS 109 and FAS 5 positions and calculations, Transfer Pricing studies, and Sarbanes Oxley control mechanisms affecting the Tax Department.

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Turner Broadcasting System, Inc / Time Warner: Director - International Tax 1995-1998 Responsible for overseeing multinational planning and structuring functions to ensure minimization of the company's worldwide tax liability. Research, analysis, and drafting of significant portion of initial IRC Section 482 transfer pricing study. Research of U.S. and local-country tax and business law and coordination of global operations structuring. Implementation of a Foreign Sales Corporation to render portions of the company's foreign-source net income non-taxable. Planned and prepared defense of U.K. Inland Revenue transfer pricing audit, identified opportunities to repatriate over $20,000,000 in tax benefits. Redesigned foreign tax credit limitation computation, resulted in additional foreign tax credit utilization of $3,000,000 in 1993 and $8,000,000 in 1994. Defense of IRS audit of foreign tax credit claimed, permitting reversal of $7,000,000 FAS 109 reserve. Assumed responsibility for all monthly, quarterly, and year-end FAS 109 calculations and documentation.

Waddell, Smith, Magoon, O'Neal & Saul, P.C.: International Tax Manager 1993-1995 Responsible for introducing, developing, and managing international tax department for large regional CPA firm. Structured largest U.S.-financed commercial real estate development in former East Germany. Restructured planned Sri Lankan joint venture, which contemplated taxable exchange of technical knowledge for stock. Revision entailed elective early application of proposed regulations to permit nontaxable Section 354 exchange while also avoiding "super-royalty" provisions related to off-shore transfers of intangibles. Planned and implemented acquisition of major U.S. wholesaler by Taiwanese conglomerate accomplished via tax-free cross-border reorganization. Arthur Andersen & Co: Experienced Senior Tax Accountant 1987-1993 Consultant with six years of varied business and accounting experience serving clients in public utilities, manufacturing, telecommunications, real estate development, and services industries. Planned and structured inbound and outbound international investments and domestic business expansions and restructurings. Managed all tax work on assigned clients including supervision and performance evaluation of staff personnel, review of consolidated corporate and partnership income tax returns with emphasis on identification of cost savings opportunities, and negotiation of Federal and state and international tax examinations. Developed unique interpretation of obscure IRS Regulation which made feasible the entry into the U.S. of the retail incentive program currently being employed by the American Express Company. Estimated savings of over $100,000,000. Designed innovative tiered partnership structure to allow German syndicator to defer recognition of gains prior to completion of syndication. Estimated savings had syndication failed of over $3,000,000. Identified flaw in recent restructuring of $220,000,000 foreign-owned real estate venture and conceived alternative plan to mitigate unanticipated tax liability of over $3,000,000 resulting from previous tax advisor's oversight.

EDUCATION AND CREDENTIALS: Bachelor of Accounting, University of Florida, 1987. Goethe Institute: certificate of fluency in German. Limited ability in Dutch, French as a result of 12 years' residence in Europe. Certified Public Accountant (1991). Past and present State of Georgia Memberships: A.I.C.P.A., G.S.C.P.A., GermanAmerican Chamber of Commerce, Hellenic-American Chamber of Commerce, International Business Association, Holland-America Club.